10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)
☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2022

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to _________ 

Commission File Number: 001-38984

CASTLE BIOSCIENCES, INC.

(Exact name of registrant as specified in its charter)

Delaware	77-0701774
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
505 S. Friendswood Drive, Suite 401, Friendswood, Texas	77546
(Address of principal executive offices)	(Zip Code)

(866) 788-9007

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value per share	CSTL	The Nasdaq Global Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of ‘‘large accelerated filer,’’ ‘‘accelerated filer,’’ ‘‘smaller reporting company,’’ and ‘‘emerging growth company’’ in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 2, 2022, there were 26,260,916 shares of common stock, $0.001 par value per share, issued and outstanding.

Table of Contents

		Page
PART I.	FINANCIAL INFORMATION	1
Item 1.	Financial Statements	1
	Condensed Consolidated Balance Sheets as of March 31, 2022 (Unaudited) and December 31, 2021	1
	Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three Months Ended March 31, 2022 and 2021	2
	Unaudited Condensed Consolidated Statements of Stockholders’ Equity for the Three Months Ended March 31, 2022 and 2021	3
	Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2022 and 2021	4
	Notes to the Unaudited Condensed Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	29
Item 4.	Controls and Procedures	29
PART II.	OTHER INFORMATION	30
Item 1.	Legal Proceedings	30
Item 1A.	Risk Factors	30
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	69
Item 3.	Defaults Upon Senior Securities	69
Item 4.	Mine Safety Disclosures	69
Item 5.	Other Information	69
Item 6.	Exhibits	70
SIGNATURES		71

i

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

CASTLE BIOSCIENCES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share data)

	March 31, 2022		December 31, 2021
ASSETS	(unaudited)
Current Assets
Cash and cash equivalents	$	309,017	$	329,633
Accounts receivable, net	19,910		17,282
Inventory	2,350		2,021
Prepaid expenses and other current assets	5,164		4,807
Total current assets	336,441		353,743
Long-term accounts receivable, net	1,406		1,308
Property and equipment, net	9,385		9,501
Operating lease assets	7,219		7,383
Intangible assets, net	87,275		88,922
Other assets – long-term	2,699		1,715
Total assets	$	444,425	$	462,572
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable	$	3,314	$	2,546
Accrued compensation	8,566		15,483
Contingent consideration	20,849		—
Operating lease liabilities	1,199		1,179
Other accrued and current liabilities	5,593		5,678
Total current liabilities	39,521		24,886
Noncurrent portion of contingent consideration	—		18,287
Noncurrent operating lease liabilities	6,711		6,900
Deferred tax liability	757		635
Other liabilities	100		124
Total liabilities	47,089		50,832
Commitments and Contingencies (Note 10)
Stockholders’ Equity
Preferred stock, $0.001 par value per share; 10,000,000 shares authorized as of March 31, 2022 and December 31, 2021; no shares issued and outstanding as of March 31, 2022 and December 31, 2021	—		—
Common stock, $0.001 par value per share; 200,000,000 shares authorized as of March 31, 2022 and December 31, 2021; 25,485,420 and 25,378,520 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively	25		25
Additional paid-in capital	515,701		505,482
Accumulated deficit	(118,390)		(93,767)
Total stockholders’ equity	397,336		411,740
Total liabilities and stockholders’ equity	$	444,425	$	462,572

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

1

CASTLE BIOSCIENCES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(UNAUDITED)

(in thousands, except per share data)

	Three Months Ended March 31,
	2022		2021
NET REVENUES	$	26,852	$	22,813
OPERATING EXPENSES
Cost of sales (exclusive of amortization of acquired intangible assets)	5,944		3,028
Research and development	10,761		5,908
Selling, general and administrative	30,453		18,161
Amortization of acquired intangible assets	1,648		—
Change in fair value of contingent consideration	2,562		—
Total operating expenses	51,368		27,097
Operating loss	(24,516)		(4,284)
Interest income	30		4
Interest expense	(3)		—
Loss before income taxes	(24,489)		(4,280)
Income tax expense	134		—
Net loss and comprehensive loss	$	(24,623)	$	(4,280)
Loss per share, basic and diluted	$	(0.97)	$	(0.17)
Weighted-average shares outstanding, basic and diluted	25,424		24,912

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

2

CASTLE BIOSCIENCES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(UNAUDITED)

(in thousands, except share data)

	Preferred Stock			Common Stock			Additional Paid-in Capital		Accumulated Deficit		Total Stockholders’ Equity
	Shares	Amount		Shares	Amount
BALANCE, JANUARY 1, 2021	—	$	—	24,812,487	$	25	$	478,162	$	(62,496)	$	415,691
Adoption of ASU No. 2016-02	—	—		—	—		—		21		21
Stock compensation expense	—	—		—	—		4,913		—		4,913
Exercise of common stock options	—	—		171,315	—		991		—		991
Issuance of common stock under the employee stock purchase plan	—	—		70,711	—		1,233		—		1,233
Public offering of common stock, adjustment to offering costs	—	—		—	—		39		—		39
Net loss	—	—		—	—		—		(4,280)		(4,280)
BALANCE, MARCH 31, 2021	—	$	—	25,054,513	$	25	$	485,338	$	(66,755)	$	418,608
BALANCE, JANUARY 1, 2022	—	$	—	25,378,520	$	25	$	505,482	$	(93,767)	$	411,740
Stock compensation expense	—	—		—	—		8,419		—		8,419
Exercise of common stock options	—	—		62,102	—		399		—		399
Issuance of common stock from vested restricted stock units and payment of employees’ taxes	—	—		2,466	—		(56)		—		(56)
Issuance of common stock under the employee stock purchase plan	—	—		42,332	—		1,457		—		1,457
Net loss	—	—		—	—		—		(24,623)		(24,623)
BALANCE, MARCH 31, 2022	—	$	—	25,485,420	$	25	$	515,701	$	(118,390)	$	397,336

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

3

CASTLE BIOSCIENCES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(in thousands)

	Three Months Ended March 31,
	2022		2021
OPERATING ACTIVITIES
Net loss	$	(24,623)	$	(4,280)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	2,151		233
Stock-based compensation expense	8,419		4,913
Change in fair value of contingent consideration	2,562		—
Deferred income taxes	123		—
Other	12		33
Change in operating assets and liabilities:
Accounts receivable	(2,725)		(1,558)
Prepaid expenses and other current assets	(357)		1,679
Inventory	(329)		(93)
Operating lease assets	222		231
Other assets	42		(225)
Accounts payable	187		(40)
Operating lease liabilities	(226)		(295)
Accrued compensation	(6,917)		(3,899)
Other accrued liabilities	29		(330)
Net cash used in operating activities	(21,430)		(3,631)
INVESTING ACTIVITIES
Purchases of property and equipment	(402)		(750)
Net cash used in investing activities	(402)		(750)
FINANCING ACTIVITIES
Payment of common stock offering costs	—		(336)
Proceeds from exercise of common stock options	399		991
Payment of employees’ taxes on vested restricted stock units	(56)		—
Proceeds from contributions to the employee stock purchase plan	897		855
Repayment of principal portion of finance lease liabilities	(24)		—
Net cash provided by financing activities	1,216		1,510
NET CHANGE IN CASH AND CASH EQUIVALENTS	(20,616)		(2,871)
Beginning of period	329,633		409,852
End of period	$	309,017	$	406,981
DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Accrued purchases of property and equipment	$	32	$	220
Deferred acquisition costs	$	1,026	$	—

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

4

CASTLE BIOSCIENCES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

1. Organization and Description of Business

Castle Biosciences, Inc. (the ‘‘Company,’’ “we,” “us” or “our”) was incorporated in the state of Delaware on September 12, 2007. We are a commercial-stage diagnostics company focused on providing physicians and their patients with personalized, clinically actionable information to inform treatment decisions and improve health outcomes. We are based in Friendswood, Texas (a suburb of Houston, Texas) and our laboratory operations are conducted at our facilities located in Phoenix, Arizona and in Pittsburgh, Pennsylvania.

Impact of COVID-19 Pandemic

Since the COVID-19 pandemic began in March 2020, we have maintained uninterrupted business operations with normal turnaround times for delivery of test reports, but have experienced declines in test report volume in certain periods, which we believe is linked to delays and/or cancellations in patient visits in response to COVID-19, resulting in reduced diagnostic biopsies and thus reduced diagnoses of cutaneous melanoma. The extent to which COVID-19 may further impact our business, consolidated results of operations, consolidated financial condition and consolidated cash flows will depend on future developments, which are highly uncertain and cannot be predicted with confidence.

2. Summary of Significant Accounting Policies

Basis of Presentation

Our unaudited condensed consolidated financial statements include the accounts of Castle Biosciences, Inc. and our wholly owned subsidiaries and have been prepared in conformity with accounting principles generally accepted in the United States of America (‘‘U.S. GAAP’’). All intercompany accounts and transactions have been eliminated in consolidation.

Reclassification

Certain prior year amounts in our condensed consolidated statements of operations and comprehensive loss have been reclassified to conform to the current year presentation. Specifically, we no longer present gross margin on our statements of operations and comprehensive loss and therefore the cost of sales line is now presented within the operating expenses section of the condensed consolidated statements of operations and comprehensive loss. This reclassification had no impact on operating loss, loss before income taxes, net loss, comprehensive loss or loss per share.

Unaudited Interim Financial Information

The accompanying condensed consolidated balance sheet as of March 31, 2022; the condensed consolidated statements of operations and comprehensive loss, the condensed consolidated statements of stockholders’ equity for the three months ended March 31, 2022 and 2021, and the condensed consolidated statements of cash flows for the three months ended March 31, 2022 and 2021 are unaudited. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of our consolidated financial position as of March 31, 2022 and the results of our consolidated operations and our consolidated cash flows for the three months ended March 31, 2022 and 2021. The financial data and other information disclosed in these notes related to the three months ended March 31, 2022 and 2021 are also unaudited. The results for the three months ended March 31, 2022 are not necessarily indicative of results to be expected for the year ending December 31, 2022, any other interim periods, or any future year or period. The balance sheet as of December 31, 2021 included herein was derived from the audited financial statements as of that date. Certain disclosures have been condensed or omitted from the interim consolidated financial statements. These consolidated financial statements should be read in conjunction with our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021 filed with the Securities and Exchange Commission on February 28, 2022.

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 and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates include revenue recognition, the valuation of stock-based compensation, assessing future tax exposure and the realization of deferred tax assets, the useful lives and recoverability of long-lived assets, the valuation of acquired intangible assets, the valuation of contingent consideration and other contingent liabilities. We base these estimates on historical and anticipated results, trends, and various other assumptions that we believe are reasonable under

5

CASTLE BIOSCIENCES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

the circumstances, including assumptions as to future events. These estimates form the basis for making judgments about the carrying values of assets and liabilities and recorded revenues and expenses that are not readily apparent from other sources. Actual results could differ from those estimates and assumptions. We have considered the potential impact of the COVID-19 pandemic on our estimates and assumptions. The extent to which the COVID-19 pandemic may impact our estimates in future periods is uncertain and subject to change.

Cash and Cash Equivalents including Concentrations of Credit Risk

Cash equivalents consist of short-term, highly liquid investments with original maturities of three months or less. Our cash equivalents consist of money market funds, which are not insured by the Federal Deposit Insurance Corporation (“FDIC”), that are primarily invested in short-term U.S. government obligations. Cash deposits at financial institutions may exceed the amount of insurance provided by the FDIC. Management believes that we are not exposed to significant credit risk on our cash deposits due to the financial position of the institutions in which deposits are held. We have not experienced any losses on our cash or cash equivalents.

Revenue Recognition

Revenue is recognized in accordance with Financial Accounting Standards Board (‘‘FASB’’) Accounting Standards Codification (‘‘ASC’’) Topic 606, Revenue from Contracts with Customers (‘‘ASC 606’’). In accordance with ASC 606, we follow a five-step process to recognize revenues: (1) identify the contract with the customer, (2) identify the performance obligations, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations and (5) recognize revenues when the performance obligations are satisfied. We have determined that we have a contract with the patient when the treating clinician orders the test. Our contracts generally contain a single performance obligation, which is the delivery of the test report, and we satisfy our performance obligation at a point in time upon the delivery of the test report to the treating physician, at which point we can bill for the report. The amount of revenue recognized reflects the amount of consideration to which we expect to be entitled, or the transaction price, and considers the effects of variable consideration. See Note 3 for further details.

Accounts Receivable and Allowance for Credit Losses

We classify accounts receivable balances that are expected to be paid more than one year from the consolidated balance sheet date as non-current assets. The estimated timing of payment utilized as a basis for classification as non-current is determined by analyses of historical payor-specific payment experience, adjusted for known factors that are expected to change the timing of future payments.

We accrue an allowance for credit losses against our accounts receivable based on management’s current estimate of amounts that will not be collected. Management’s estimates are typically based on historical loss information adjusted for current conditions. We generally do not perform evaluations of customers’ financial condition and generally do not require collateral. Historically, our credit losses have not been significant. The allowance for credit losses was zero as of March 31, 2022, and December 31, 2021. Adjustments for implicit price concessions attributable to variable consideration, as discussed above, are incorporated into the measurement of the accounts receivable balances and are not part of the allowance for credit losses.

Contingent Consideration

Under the terms of business combinations or asset acquisitions, we may be required to pay additional consideration if specified future events occur or if certain conditions are met. With respect to the additional consideration that may be payable in connection with the Cernostics, Inc. (“Cernostics”) asset acquisition, we account for the contingent consideration as a liability in accordance with ASC 480, Distinguishing Liabilities from Equity (“ASC 480”), under the guidance for obligations that must or may be settled by issuance of a variable number of shares. In accordance with ASC 480, we record the contingent consideration initially and subsequently at fair value with changes in fair value recorded in the statements of operations and comprehensive loss each period. For additional information on the contingent consideration, see Note 9.

Accrued Compensation

We accrue for liabilities under discretionary employee and executive bonus plans. These estimated compensation liabilities are based on progress against corporate objectives approved by our board of directors, compensation levels of eligible individuals, and target bonus percentage levels. The board of directors reviews and evaluates the performance against these objectives and ultimately determines what discretionary payments are made. We also accrue for liabilities under employee sales incentive bonus plans with accruals based on performance achieved to date compared to established targets. As of March 31, 2022 and December 31, 2021, we accrued $4,380,000 and $12,071,000, respectively, for liabilities associated with these bonus plans.

6

CASTLE BIOSCIENCES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

These amounts are classified as current or noncurrent accrued liabilities in the condensed consolidated balance sheets based on the expected timing of payment.

Comprehensive Loss

Comprehensive loss is defined as a change in equity during a period from transactions and other events and circumstances from non-owner sources. Our comprehensive loss was the same as our reported net loss for all periods presented.

3. Revenue

All of our revenues from contracts with customers are associated with the provision of diagnostic and prognostic testing services. Most of our revenues are attributable to DecisionDx®-Melanoma for cutaneous melanoma. We also provide a test for uveal melanoma, DecisionDx®-UM, a test for patients with cutaneous squamous cell carcinoma, DecisionDx®-SCC and a test for use in patients with suspicious pigmented lesions, DecisionDx® DiffDx™-Melanoma. We began offering a test for difficult-to-diagnose melanocytic lesions, myPath Melanoma, following an asset acquisition completed in May 2021 and began offering the TissueCypher® Barrett’s Esophagus test for patients with Barrett’s esophagus following an asset acquisition completed in December 2021. Information on the disaggregation of revenues is included below.

Once we satisfy our performance obligations and bill for the service, the timing of the collection of payments may vary based on the payment practices of the third-party payor and the existence of contractually established reimbursement rates. Most of the payments for our services are made by third-party payors, including Medicare and commercial health insurance carriers. Certain contracts contain a contractual commitment of a reimbursement rate that differs from our list prices. However, absent a positive coverage policy, with or without a contractually committed reimbursement rate, with a commercial carrier or governmental program, our diagnostic tests may or may not be paid by these entities. In addition, patients do not enter into direct agreements with us that commit them to pay any portion of the cost of the tests in the event that their insurance provider declines to reimburse us. We may pursue, on a case-by-case basis, reimbursement from such patients in the form of co-payments and co-insurance, in accordance with the contractual obligations that we have with the insurance carrier or health plan. These situations may result in a delay in the collection of payments.

The Medicare claims that are covered by policy under a Local Coverage Determination (“LCD”) or otherwise are generally paid at a rate established on Medicare’s Clinical Laboratory Fee Schedule or by the respective Medicare contractor within 30 days from receipt. Medicare claims that were either submitted to Medicare prior to the LCD or other coverage commencement date or are not covered but meet the definition of being medically reasonable and necessary pursuant to the controlling Section 1862(a)(1)(A) of the Social Security Act are generally appealed and may ultimately be paid at the first (termed ‘‘redetermination’’), second (termed ‘‘reconsideration’’) or third level of appeal (de novo hearing with an Administrative Law Judge (“ALJ”)). A successful appeal at any of these levels results in payment.

In the absence of LCD coverage, contractually established reimbursements rates or other coverage, we have concluded that our contracts include variable consideration because the amounts paid by Medicare or commercial health insurance carriers may be paid at less than our standard rates or not paid at all, with such differences considered implicit price concessions. Variable consideration attributable to these price concessions is measured at the expected value using the ‘‘most likely amount’’ method under ASC 606. The amounts are determined by historical average collection rates by test type and payor category taking into consideration the range of possible outcomes, the predictive value of our past experiences, the time period of when uncertainties expect to be resolved and the amount of consideration that is susceptible to factors outside of our influence, such as the judgment and actions of third parties. Such variable consideration is included in the transaction price only to the extent it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainties with respect to the amount are resolved. Variable consideration may be constrained and excluded from the transaction price in situations where there is no contractually agreed upon reimbursement coverage or in the absence of a predictable pattern and history of collectability with a payor. Accordingly, in such situations revenues are recognized on the basis of actual cash collections. Variable consideration for Medicare claims that are not covered by an LCD or otherwise, including those claims undergoing appeal, is deemed to be fully constrained due to factors outside our influence (i.e., judgment or actions of third parties) and the uncertainty of the amount to be received is not expected to be resolved for a long period of time. Variable consideration is evaluated each reporting period and adjustments are recorded as increases or decreases in revenues. Included in revenues for the three months ended March 31, 2022 and 2021 were $602,000 and $5,335,000, respectively, of revenue increases associated with changes in estimated variable consideration related to performance obligations satisfied in previous periods. These amounts include (i) adjustments for actual collections versus estimated amounts and (ii) cash collections and the related recognition of revenue in current period for tests delivered in prior periods due to the release of the constraint on variable consideration.

7

CASTLE BIOSCIENCES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

Because our contracts with customers have an expected duration of one year or less, we have elected the practical expedient in ASC 606 to not disclose information about our remaining performance obligations. Any incremental costs to obtain contracts are recorded as selling, general and administrative expense as incurred due to the short duration of our contracts. Contract balances consisted solely of accounts receivable (both current and noncurrent) at March 31, 2022 and December 31, 2021.

DecisionDx-Melanoma Claims Consolidation

In June 2017, we submitted to the Office of Medicare Hearings and Appeals (‘‘OMHA’’) a formal request to participate in a program that OMHA developed with the intent of providing appellants a means to have large volumes of claim disputes adjudicated at an accelerated rate. The program consolidates outstanding claims at the ALJ level and uses a statistical-sampling approach where five ALJs will determine reimbursement results for a sample of claims which are then extrapolated to the universe of claims. The consolidation includes 2,698 DecisionDx-Melanoma claims dating from 2013 through spring 2017. Hearings were held in April 2019 with a supplemental hearing in May 2019. On March 12, 2020, OMHA issued a decision denying payment on all claims in the consolidation. We have filed an appeal to the decision, although no ruling on such appeal has been issued to date. In accordance with ASC 606 and consistent with prior periods, we have not recognized (fully constrained the variable consideration) any revenues attributable to these claims in our consolidated financial statements pending the outcome of this matter.

Disaggregation of Revenues

The table below provides the disaggregation of revenue by type (in thousands):

	Three Months Ended March 31,
	2022		2021
Dermatologic	$	24,339	$	20,910
Other	2,513		1,903
Total net revenues	$	26,852	$	22,813

Payor Concentration

We rely upon reimbursements from third-party government payors (primarily Medicare) and private-payor insurance companies to collect accounts receivable related to sales of our diagnostic tests.

Our significant third-party payors and their related revenues as a percentage of total revenues and accounts receivable balances are as follows:

	Percentage of Revenues
	Three Months Ended March 31,				Percentage of  Accounts Receivable  (current)				Percentage of  Accounts Receivable  (non-current)
	2022		2021		March 31, 2022		December 31, 2021		March 31, 2022		December 31, 2021
Medicare	53	%	57	%	27	%	24	%	—	%	—	%
Medicare Advantage plans	33	%	24	%	40	%	40	%	—	%	—	%
BlueCross BlueShield plans	7	%	6	%	19	%	22	%	59	%	58	%

4. Loss Per Share

Basic loss per share is computed by dividing net loss for the period by the weighted-average number of common shares outstanding during the period. Diluted loss per share reflects the additional dilution from potential issuances of common stock, such as stock issuable pursuant to the exercise of stock options or purchases under the 2019 Employee Stock Purchase Plan (“ESPP”). The treasury stock method is used to calculate the potential dilutive effect of these common stock equivalents. However, potentially dilutive shares are excluded from the computation of diluted loss per share when their effect is antidilutive. Due to us reporting a net loss for all periods presented, all potentially dilutive securities are antidilutive and are excluded from the computation of diluted loss per share for such periods.

8

CASTLE BIOSCIENCES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

The table below provides the weighted-average number of potential common shares associated with outstanding securities not included in our calculation of diluted loss earnings per share for the three months ended March 31, 2022 and 2021 because to do so would be antidilutive (in thousands):

	Three Months Ended March 31,
	2022	2021
Stock options and restricted stock units (“RSUs”)	4,681	3,464
Employee stock purchase plan	91	76
Total	4,772	3,540

In addition, in connection with the acquisition of Cernostics, we may issue shares of our common stock to satisfy the contingent consideration obligation, pending the outcome of certain commercial milestones, as discussed in Note 9.

5. Property and Equipment, Net

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

	March 31, 2022		December 31, 2021
Leasehold improvements	$	4,930	$	5,044
Lab equipment(1)	3,774		3,727
Computer equipment	2,659		2,457
Furniture and fixtures	1,263		1,288
Construction in progress	48		27
Total	12,674		12,543
Less accumulated depreciation(1)	(3,289)		(3,042)
Property and equipment, net	$	9,385	$	9,501

(1)    Includes lab equipment under a finance lease of $237 thousand and accumulated depreciation of $34 thousand.

Depreciation expense was recorded in the unaudited condensed consolidated statements of operations and comprehensive loss as follows (in thousands):

	Three Months Ended March 31,
	2022		2021
Cost of sales (exclusive of amortization of acquired intangible assets)	$	169	$	102
Research and development	90		44
Selling, general and administrative	244		87
Total	$	503	$	233

9

CASTLE BIOSCIENCES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

6. Intangible Assets, Net

Our intangible assets, net consists of the following (in thousands):

	March 31, 2022
	Gross carrying value		Accumulated amortization		Net		Weighted-Average Remaining Life (in years)
Developed technology	$	90,318	$	(3,569)	$	86,749	12.9
Assembled workforce	563		(37)		526		4.7
Total intangible assets, net	$	90,881	$	(3,606)	$	87,275

	December 31, 2021
	Gross carrying value		Accumulated amortization		Net		Weighted-Average Remaining Life (in years)
Developed technology	$	90,317	$	(1,949)	$	88,368	13.2
Assembled workforce	563		(9)		554		4.9
Total intangible assets, net	$	90,880	$	(1,958)	$	88,922

The estimated future aggregate amortization expense as of March 31, 2022 is as follows (in thousands):

Years Ending December 31,
2022 (remainder of year)	$	5,034
2023	6,681
2024	6,700
2025	6,681
2026	6,672
Thereafter	55,507
Total	$	87,275

Amortization expense of intangible assets was $1.6 million for the three months ended March 31, 2022. No amortization expense was recorded for the three months ended March 31, 2021.

7. Other Accrued and Current Liabilities

Other accrued liabilities consisted of the following (in thousands):

	March 31, 2022		December 31, 2021
Accrued service fees	$	2,589	$	1,905
Clinical studies	2,173		1,655
Payroll tax liabilities	260		695
Employee stock purchase plan contributions	201		760
Other	370		663
Total	$	5,593	$	5,678

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CASTLE BIOSCIENCES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

8. Leases

Adoption of ASC 842

In the fourth quarter of 2021, we adopted Accounting Standards Update No. 2016-02, Leases (Topic 842), and Accounting Standards Codification Topic 842, Leases (“ASC 842”) using the modified retrospective approach with an effective date of January 1, 2021. The adoption had no effect on the condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2021. Net cash (used in) provided by operating activities, investing activities or financing activities for the three months ended March 31, 2021 were also unchanged, but the presentation of certain prior period amounts within the operating activities section of the condensed consolidated statements of cash flows has been retrospectively adjusted to give effect to the adoption of ASC 842. The changes are set forth in the table below (in thousands):

	Three Months Ended March 31, 2021
	Before Adoption of ASC 842		Effect of Adoption		After Adoption of ASC 842
Effect on Condensed Consolidated Statements of Cash Flows
OPERATING ACTIVITIES
Adjustments to reconcile net loss to net cash used in operating activities:
Operating lease assets	$	—	$	231	$	231
Operating lease liabilities	$	—	$	(295)	$	(295)
Other liabilities	$	(64)	$	64	$	—

Additionally, the condensed consolidated statement of stockholders’ equity for the three months ended March 31, 2021 has been retrospectively adjusted to reflect a credit to accumulated deficit of $21,000 in connection with the adoption of ASC 842 effective January 1, 2021.

Lease Amendment

On March 11, 2022, we amended one of our operating leases to expand rentable space in Phoenix, Arizona. We intend to use the additional space for general office and laboratory use. The term of the amended lease will begin upon the completion of certain leasehold improvements by the Phoenix landlord (the “Phoenix Commencement Date”) and continue for an initial term of 10.3 years from the Phoenix Commencement Date. Total undiscounted future minimum payment obligations as of March 31, 2022 associated with the lease amendment totaled approximately $1.4 million. As of March 31, 2022, we have not recorded the lease amendment on our condensed consolidated balance sheet because we do not have possession or control of the underlying asset.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

9. Fair Value Measurements

The table below provides information, by level within the fair value hierarchy, of our financial assets and financial liabilities that are accounted for at fair value on a recurring basis as of March 31, 2022 and December 31, 2021 (in thousands):

	As of March 31, 2022
	Quoted Prices in Active Markets for Identical Items (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Assets:
Money market funds(1)	$	306,926	$	—	$	—	$	306,926
Liabilities
Contingent consideration	$	—	$	—	$	20,849	$	20,849

	As of December 31, 2021
	Quoted Prices in Active Markets for Identical Items (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Assets:
Money market funds(1)	$	327,721	$	—	$	—	$	327,721
Liabilities
Contingent consideration	$	—	$	—	$	18,287	$	18,287

(1)Classified as “Cash and cash equivalents” in the condensed consolidated balance sheets.

Contingent Consideration

In connection with our acquisition of Cernostics, we have recorded a contingent consideration liability for the additional consideration of up to $50.0 million that may become payable based on the achievement of certain commercial milestones relating to the year ending December 31, 2022 (“Earnout Payments”). The Earnout Payments may be settled in cash or shares of our common stock, at our sole discretion. The portion of any Earnout Payments that may be settled in shares of our common stock is subject to certain limitations and the aggregate number of shares that may be issued for the Earnout Payments may not exceed 5,034,653 shares. Any Earnout Payments in shares of our common stock will be based on the volume weighted-average price of our common stock for the 15 trading days ending December 30, 2022. If the settlement were to occur as of March 31, 2022, we would make no Earnout Payments based on the achievement of the performance conditions to date.

The contingent consideration is classified as a Level 3 fair value measurement due to the use of significant unobservable inputs and a Monte Carlo simulation to determine its fair value. The Monte Carlo simulation uses projections of the commercial milestones for the applicable period as well as the corresponding targets and approximate timing of payment based on the terms of the arrangement. The analysis also uses assumptions for expected volatility of the financial metrics and a risk-adjusted discount rate, which were 25.0% and 16.2%, respectively, as of March 31, 2022, and 20.0% and 16.1%, respectively, as of December 31, 2021. The contingent consideration liability is remeasured at fair value at each reporting period taking into account any updated assumptions or changes in circumstances. Any change in the fair value is recorded as a gain or loss in our condensed consolidated statement of operations and comprehensive loss.

The following table discloses the summary of changes in the contingent consideration liability measured at fair value using Level 3 inputs as of March 31, 2022 (in thousands):

Balance, December 31, 2021	$	18,287
Change in fair value	2,562
Balance, March 31, 2022	$	20,849

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

10. Commitments and Contingencies

From time to time, we may be involved in legal proceedings arising in the ordinary course of business. We believe there is no threatened litigation or litigation pending that could have, individually or in the aggregate, a material adverse effect on our financial position, results of operations or cash flows.

11. Stock Incentive Plans and Stock-Based Compensation

Stock Incentive Plans

Effective January 1, 2022, an additional 1,268,926 shares became available under our 2019 Equity Incentive Plan (the “2019 Plan”) pursuant to an automatic annual increase. As of March 31, 2022, 1,213,698 shares remained available for grant under the 2019 Plan.

Stock Options

Stock option activity under our stock plans for the three months ended March 31, 2022 is set forth below:

		Weighted-Average
	Stock Options Outstanding	Exercise Price		Remaining Contractual Term (Years)	Aggregate Intrinsic Value (in thousands)
Balance as of December 31, 2021	3,586,688	$	34.75
Granted	27,605	$	36.69
Exercised	(62,102)	$	6.42
Forfeited/Cancelled	(58,143)	$	40.28
Balance as of March 31, 2022	3,494,048	$	35.17	8.1	$	48,222
Exercisable at March 31, 2022	1,457,846	$	25.22	7.4	$	31,983

Restricted Stock Units

The following table summarizes our RSU activity for the three months ended March 31, 2022:

	Restricted Stock Units Outstanding	Weighted-Average Grant Date Fair Value
Balance as of December 31, 2021	1,050,174	$	44.31
Granted	150,845	$	37.43
Vested	(3,767)	$	75.37
Forfeited/Cancelled	(17,037)	$	48.06
Balance as of March 31, 2022	1,180,215	$	43.28

Employee Stock Purchase Plan

The ESPP provides for certain automatic increases in the number of shares of common stock reserved for issuance, which resulted in an additional 253,785 shares becoming available under the ESPP effective January 1, 2022. During the three months ended March 31, 2022, we issued 42,332 of common stock pursuant to scheduled purchases under the ESPP. As of March 31, 2022, 850,919 shares remained available for issuance under the ESPP.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

Determining Fair Value - Summary of Assumptions

We use the Black-Scholes option pricing model to estimate the fair value of each option grant on the date of grant or any other measurement date. The following table sets forth the assumptions used to determine the fair value of stock options:

	Three Months Ended March 31,
	2022	2021
Average expected term (years)	6.1	6
Expected stock price volatility	68.34% - 68.44%	59.87% - 67.68%
Risk-free interest rate	1.63% - 1.64%	0.43% - 1.71%
Dividend yield	—%	—%

The following table sets forth assumptions used to determine the fair value of the purchase rights issued under the ESPP:

	Three Months Ended March 31,
	2022	2021
Average expected term (years)	1.3	1.3
Expected stock price volatility	62.98% - 66.75%	68.43% - 86.50%
Risk-free interest rate	0.60% - 1.30%	0.07% - 0.13%
Dividend yield	—%	—%

The fair value of our common stock is also an assumption used to determine the fair value of stock options and purchase rights under the ESPP. The fair value of our common stock is the closing selling price per share of as reported on the Nasdaq Global Market on the date of grant or other relevant determination date.

Previously, because of the limited period of time our stock had been traded in an active market, we calculated expected volatility by using the historical stock prices of a group of similar companies looking back over the estimated life of the option or the ESPP purchase right and averaging the volatilities of these companies. In the third quarter of 2021, we adjusted this calculation to include our own stock price on a relative basis to the peer group in the calculation of expected volatility, as our common stock has now been traded in an active market for more than two years.

We use the closing price of our common stock on the date of grant to determine the fair value of RSUs.

Stock-Based Compensation Expense

Stock-based compensation expense related to stock options, RSUs and the ESPP is included in the statements of operations and comprehensive loss as follows (in thousands):

	Three Months Ended March 31,
	2022		2021
Cost of sales (exclusive of amortization of acquired intangible assets)	$	853	$	510
Research and development	1,828		1,058
Selling, general and administrative	5,738		3,345
Total stock-based compensation expense	$	8,419	$	4,913

For the three months ended March 31, 2022 and 2021, the weighted-average grant date fair value of options granted was $22.76 and $44.83 per option, respectively, and the weighted-average grant date fair value of the purchase rights granted under the ESPP was $19.91 and $39.26 per share, respectively. As of March 31, 2022, the total unrecognized compensation cost related to outstanding awards was $97,147,000, which is expected to be recognized on a straight-line basis over a weighted-average period of 3.1 years. The total unrecognized compensation cost will be adjusted for forfeitures in future periods as they occur.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(UNAUDITED)

12. Subsequent Events

On April 1, 2022, we entered into a lease agreement (the “Pittsburgh Lease”) for the lease of certain office space in Pittsburgh, Pennsylvania. We intend to use such space for general office and laboratory use. The term of the Pittsburgh Lease will begin upon the completion of certain leasehold improvements by the Pittsburgh landlord (the “Pittsburgh Commencement Date”) and continue for an initial period of 10.5 years from the Pittsburgh Commencement Date. During the first six months of the lease term, we are required to remit base rent of $37,800 for the period. Beginning with month seven, the base rent will be $0.6 million per year with annual increases ultimately to $1.5 million per year. The Pittsburgh Lease provides us with an option to extend the term of the Pittsburgh Lease for one additional five-year period. If we elect to extend the term of the Pittsburgh Lease, then the base rent for the additional five-year period will be the then-fair market rent of the leased premises, subject to a specified minimum amount. The Pittsburgh Landlord has agreed to contribute up to $2.5 million towards the cost of the leasehold improvements and we shall be responsible for any costs exceeding this amount. The Pittsburgh Lease also provides us a one-time option that would terminate the lease effective at the end of the 90th month following the Commencement Date, subject to certain conditions. If exercised, we would pay an early termination fee of $2.3 million, subject to adjustment in the event the Pittsburgh Lease is amended to adjust the base rent. The Pittsburgh Lease also provides us a right of first refusal with respect to the lease of certain additional space in the same building.

On April 26, 2022, we completed the acquisition of AltheaDx. AltheaDx is a commercial-stage molecular diagnostics company specializing in the field of pharmacogenomics (“PGx”) testing services that are focused on mental health. IDgenetix is its PGx test for depression, anxiety and other mental health conditions. Under the terms of the definitive agreement dated April 4, 2022 (the “Merger Agreement”), AltheaDx became a wholly owned subsidiary of Castle and we paid $65.0 million in initial consideration to AltheaDx security holders, which consisted of approximately $32.5 million in cash, subject to adjustments for cash, debt, transaction expenses and working capital and approximately $32.5 million in common stock of ours. We issued 763,887 shares of our common stock at closing, based on a price per share equal to the volume-weighted-average price of our common stock for the 20 trading days immediately preceding the date of the merger agreement governing the acquisition. Further, up to an additional $75.0 million in cash and common stock may become payable in connection with the achievement of certain milestones based on 2022, 2023 and 2024 performance and expanded Medicare coverage for the IDgenetix test. Upon achievement of each relevant milestone event, each milestone will be paid 50% in cash and 50% in shares of our common stock based on a price per share equal to the volume-weighted-average price of our common stock for the 20 trading days as of the applicable milestone determination date. The maximum number of shares of our common stock issuable to AltheaDx security holders may not exceed 1,271,718 shares, and therefore, a maximum of 507,831 additional shares of our common stock remain issuable with respect to the milestone payments. In the event a number of shares in excess of the 1,271,718 limit would otherwise be issuable as consideration in the Merger, each AltheaDx security holder will receive a pro rata reduction of their portion of the milestone stock consideration and a corresponding increase in their portion of the milestone cash consideration. Our entry into the Merger Agreement was approved by our board of directors based upon the unanimous recommendation of a special transaction committee comprised solely of independent and disinterested directors. Derek J. Maetzold, our President and Chief Executive Officer, and a member of our board of directors, and Daniel M. Bradbury, the chairperson of our board of directors, each served on the board of directors of AltheaDx. Further, each of the following individuals was a direct or indirect beneficial owner of AltheaDx securities and received consideration in the transaction: Mr. Bradbury; Mr. Maetzold; Thomas Sullivan, John Maetzold and Peter Maetzold, immediate family members of Mr. Maetzold; Frank Stokes, the Company’s Chief Financial Officer; Tobin Juvenal, our Chief Commercial Officer; Kristen Oelschlager, our Chief Operating Officer; and Joshua Albers and Allysa Topel, immediate family members of Ms. Oelschlager.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

You should read the following discussion and analysis of financial condition and results of operations together with our unaudited condensed consolidated financial statements and the related notes and other financial information included in this Quarterly Report on Form 10-Q and our audited financial statements and notes thereto as of and for the years ended December 31, 2021 and 2020 and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations, including the section entitled “Critical Accounting Estimates,” included in our Annual Report on Form 10-K for the year ended December 31, 2021, filed with the Securities and Exchange Commission (the “SEC”) on February 28, 2022. Unless the context requires otherwise, references in this Quarterly Report on Form 10-Q to “we,” “us” and “our” refer to Castle Biosciences, Inc.

Forward-Looking Statements

The information in this discussion contains forward-looking statements and information within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which are subject to the “safe harbor” created by those sections. These forward-looking statements include, but are not limited to, statements concerning the impacts of COVID-19 on our business, our strategy, future operations, future financial position, future revenues, projected costs, prospects and plans and objectives of management. The words “anticipate,” “believe,” “estimate,” “expect,” “potential,” “may,” “plan,” “will,” “would” or the negative or plural of these terms or other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions or expectations disclosed in the forward-looking statements that we make. These forward-looking statements involve risks and uncertainties that could cause our actual results to differ materially from those in the forward-looking statements, including, without limitation, the risks set forth in Part II, Item 1A., “Risk Factors” in this Quarterly Report on Form 10-Q and in our other filings with the SEC. The forward-looking statements are applicable only as of the date on which they are made, and we do not assume any obligation to update any forward-looking statements, except as may be required by law.

Overview

Castle Biosciences is improving health through innovative tests that guide patient care. For the diseases that our portfolio of tests cover, we believe the traditional approach to developing a treatment plan for cancers and other diseases using clinical and pathology factors alone is inadequate and can be improved by incorporating the personalized information our diagnostic and prognostic tests provide.

We currently market five proprietary multi-analyte assays with algorithmic analysis (“MAAAs”) designed to answer clinical questions in dermatologic cancers, uveal melanoma (“UM”) (a rare cancer of the eye) and Barrett’s esophagus (“BE”). We also have a pharmacogenomic test to guide optimal drug treatment for patients suffering from depression, anxiety and other mental health conditions following our acquisition of AltheaDx, Inc. (“AltheaDx”) in April 2022, as discussed below. Our revenue is primarily generated by our DecisionDx®-Melanoma risk stratification test for cutaneous melanoma, a deadly skin cancer, and our DecisionDx®-UM risk stratification test for UM.

The foundation of our business is our dermatologic cancer franchise, and our lead product is DecisionDx-Melanoma, a proprietary risk stratification gene expression profile (“GEP”) test that predicts the risk of metastasis or recurrence for patients diagnosed with invasive cutaneous melanoma. In the management of melanoma, as with nearly all diseases, treatment plans are directed by patient risk-stratification. This test has two distinct, complementary clinically actionable uses. The first revolves around predicting the likelihood of having a sentinel lymph node (“SLN”) negative biopsy result so that physicians and patients can discuss the risk and benefit of undergoing the SLN biopsy (“SLNB”) surgical procedure. The second use is to inform the appropriate treatment plan during the initial five years post-diagnosis, regardless of the decision to undergo or avoid invasive SLNB surgery. In a typical year, we estimate approximately 130,000 patients are diagnosed with invasive cutaneous melanoma in the United States. We launched DecisionDx-Melanoma in May 2013. Based on the substantial clinical evidence that we have developed, we have received Medicare coverage for DecisionDx-Melanoma, which represents approximately 50% of the addressable patient population for this test.

On August 31, 2020, we commercially launched our cutaneous squamous cell carcinoma (“SCC”) proprietary GEP test, DecisionDx®‑SCC, for use in patients with one or more risk factors (also referred to as “high-risk” SCC). On November 2, 2020, we commercially launched our proprietary GEP test for difficult-to-diagnose melanocytic lesions, DecisionDx® DiffDx™-Melanoma, for use in patients with a melanocytic lesion and uncertainty related to the malignancy of the lesion. We believe that these two additional skin cancer tests address areas of high clinical need in dermatological cancer and, together, represent an estimated addressable population of approximately 500,000 patients in the United States.

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We further expanded our commercially available dermatologic portfolio in May 2021 when we acquired Myriad myPath, LLC (the “Myriad myPath Laboratory”) from Myriad Genetics, Inc. for a cash purchase price of $32.5 million. myPath Melanoma is a clinically validated GEP test that addresses the same unmet clinical need as our DecisionDx DiffDx-Melanoma test. Today, we offer both our myPath Melanoma test and our DecisionDx DiffDx-Melanoma test under an offering that we refer to as our comprehensive diagnostic offering (“CDO”) of molecular testing solutions. By offering both of these tests in a single offering, we believe we have demonstrated the ability to improve the test result performance for patients with difficult-to-diagnose melanocytic lesions.

In 2021, we announced the launch of our innovative pipeline initiative to develop a genomic test aimed at predicting response to systemic therapy in patients with moderate to severe psoriasis, atopic dermatitis and related inflammatory skin conditions. In the United States alone, there are approximately 18 million patients diagnosed with psoriasis and atopic dermatitis. Approximately 450,000 of these patients annually are eligible for systemic therapies. If successful, this inflammatory skin disease pipeline test has the potential to add approximately $1.9 billion to our current estimated U.S. total addressable market (“TAM”). In 2021, we initiated a 4,800 patient, prospective, multi-center clinical study to develop and validate this pipeline test and have 52 committed sites and approximately 146 patients enrolled. Based upon our current development and validation timelines, we expect to have initial validation and development data in 2023 and to commercialize this pipeline test by the end of 2025.

In addition to our dermatologic franchise, we also market a test for patients diagnosed with UM. DecisionDx®-UM is a proprietary, risk stratification GEP test that predicts the risk of metastasis for patients with UM. We believe DecisionDx-UM is the standard of care in the management of newly diagnosed UM in the majority of ocular oncology practices in the United States. We launched DecisionDx-UM in January 2010. Based on the substantial clinical evidence that we have developed, we have received Medicare coverage for DecisionDx-UM, which represents approximately 50% of the addressable patient population for this test.

In December 2021, we extended our commercial portfolio of proprietary tests into the gastroenterology market through our acquisition of Cernostics, Inc. (“Cernostics”) and the TissueCypher® platform. The TissueCypher platform focuses on unlocking, in the case of the initial test for use in patients with BE, the importance of the location of the expression of proteins or lack thereof within the morphology of the disease (also known as spatialomics). This “spatialomic” information is then interpreted using artificial intelligence approaches to predict the likelihood of progression to high-grade dysplasia and/or esophageal cancer in patients with non-dysplastic, indefinite or low-grade dysplasia BE. We believe the addition of expertise in the spatialomics area positions us for continued growth and success in the diagnostics space, complementing our first-to-market dermatologic franchise and our proprietary test for UM.

On April 26, 2022, we completed our acquisition of AltheaDx, a commercial-stage molecular diagnostics company specializing in the field of pharmacogenomics (“PGx”) testing services that are focused on mental health, and the provider of IDgenetix, a PGx test for mental health conditions. At closing, $65.0 million in initial consideration was payable by us to AltheaDx security holders, which consisted of $32.5 million in cash, subject to adjustments for cash, debt, transaction expenses and working capital, and $32.5 million in shares of our common stock. Further, up to an additional $75.0 million in cash and common stock may become payable in connection with the achievement of certain milestones based on 2022, 2023 and 2024 performance and expanded Medicare coverage for the IDgenetix test. This acquisition enables us to offer a testing solution that we believe has the potential to accelerate our impact on patient care in an area of high unmet clinical need, significantly expand our in-market estimated U.S. TAM by approximately $5.0 billion and offer incremental value to patients and clinicians over the standard of care trial-and-error approach. A randomized controlled trial showed that patients diagnosed with depression, who were assessed with the IDgenetix test, showed a 2.5 times improvement in remission rates compared to those who did not have their genes tested.

The number of test reports we generate is a key indicator that we use to assess our business. A test report is generated when we receive a sample in our laboratory, and then the relevant test information is entered into our Laboratory Information Management System, the expression of the biomarkers is measured, then a proprietary algorithmic analysis of the combined biomarkers is performed to generate a report providing the results of that analysis, which is sent to the clinician who ordered the test.

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The number of GEP test reports delivered by us during the three months ended March 31, 2022 and 2021 and for the year ended December 31, 2021 are presented in the table below:

	Proprietary Dermatologic GEP Tests
	DecisionDx- Melanoma	DecisionDx-SCC	CDO(1)	Dermatologic Total	DecisionDx-UM	TissueCypher Barrett’s Esophagus(2)	Grand Total
Q1 2022	6,023	1,142	950	8,115	456	56	8,627
Q1 2021	4,060	527	218	4,805	337	—	5,142
Q2 2021	5,128	784	627	6,539	468	—	7,007
Q3 2021	5,505	934	913	7,352	375	—	7,727
Q4 2021	5,635	1,265	904	7,804	438	27	8,269
For year ended December 31, 2021	20,328	3,510	2,662	26,500	1,618	27	28,145

(1)Includes DecisionDx DiffDx-Melanoma, which we commercially launched on November 2, 2020, and myPath Melanoma, which we began offering following our acquisition of the Myriad myPath Laboratory on May 28, 2021. We offer both myPath Melanoma and DecisionDx DiffDx-Melanoma under our CDO.

(2)We began offering the TissueCypher Barrett’s Esophagus test on December 3, 2021, following the completion of our acquisition of Cernostics.

For the three months ended March 31, 2022, our dermatologic test report volume increased by 68.9% compared to the prior period in 2021, largely driven by continued growth from our DecisionDx-Melanoma test. For a discussion of how we recognize revenue derived from our tests, refer to “Net Revenues” under “Components of Results of Operations” below.

The principal focus of our current commercial efforts is to educate clinicians and pathologists on the value of our molecular diagnostic testing products through our direct sales force in the United States. During the first half of 2021, we expanded our dermatologic commercial team, bringing our dermatologic sales force to the mid-60s. In connection with our acquisition of Cernostics in December 2021, we hired an initial commercial team of approximately 14 outside sales territories, along with commensurate internal sales associates and medical science liaisons, to support our launch of the TissueCypher Barrett’s Esophagus test. This dedicated team focuses on gastroenterology specialists that diagnose and manage patients with BE. Similar to our dermatology commercial team, we will continue to assess market response and determine what an appropriate commercial expansion will look like. Based on our initial market research, as well as initial provider response, we expect to add approximately 10-15 additional outside sales territories sometime in the third quarter, ending the year with approximately 25-30 outside sales territories. AltheaDx, which we acquired in late April 2022, had a commercial team covering approximately 20 outside sales territories, all of whom have continued with Castle following the transaction.

We continue to see new clinicians order our dermatologic tests for the first time. For the three months ended March 31, 2022, we saw approximately 592 new ordering clinicians for our dermatologic tests compared to 410 during the same period of 2021. Total ordering clinicians for our dermatologic tests were approximately 3,629 and 2,456 for the three months ended March 31, 2022 and 2021, respectively.

For additional information on the metrics we disclose, refer to “Information About Certain Metrics” below.

In developing our DecisionDx-SCC and DecisionDx DiffDx-Melanoma tests, we believed that in addition to addressing significant unmet clinical needs, we would see strategic opportunities for leverage, as many of the clinicians currently ordering DecisionDx-Melanoma would likely be the same clinicians who would find value in these other dermatologic GEP tests. For example, we found that for the three months ended March 31, 2022, approximately 56% of all clinicians ordering DecisionDx-SCC had also ordered our DecisionDx-Melanoma test during that same period.

We bill third-party payors and patients for the tests we perform. The majority of our revenue collections is paid by third-party insurers, including Medicare. We have received local coverage determinations (“LCDs”), which provide coverage for our DecisionDx-Melanoma, myPath Melanoma, DecisionDx-UM and IDgenetix tests that meet certain criteria for Medicare and Medicare Advantage beneficiaries, representing approximately 60 million covered lives. In 2022, DecisionDx-UM received coverage from United Healthcare that represents approximately 43 million covered lives. A ‘‘covered life’’ means a subscriber, or a dependent of a subscriber, who is insured under an insurance carrier’s policy. The TissueCypher Barret’s Esophagus test is paid by Medicare at the rate published on Medicare’s Clinical Laboratory Fee Schedule (“CLFS”) for the test. Effective March

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24, 2022, we received ADLT status for our TissueCypher test, as discussed further below. ADLT status exempts TissueCypher from what is called the “14-day rule,” which simplifies the billing process for Medicare patients.

Palmetto GBA MolDX (“Palmetto”), the Medicare Administrative Contractor (“MAC”) responsible for administering MolDX, the program that assesses molecular diagnostic technologies, issued a final expanded LCD for DecisionDx-Melanoma, effective November 22, 2020. With this expanded LCD and the accompanying billing and coding articles, we estimate that a significant majority of the DecisionDx-Melanoma tests performed for Medicare patients will meet the coverage criteria. Noridian Healthcare Solutions, LLC (“Noridian”), the MAC responsible for administering claims for laboratory services performed in Arizona, has adopted the same coverage policy as Palmetto and also issued an expanded final LCD for DecisionDx-Melanoma, effective December 6, 2020.

Separately, Palmetto issued a final LCD for DecisionDx-UM, which became effective in July 2017, and Noridian issued a similar LCD that became effective in September 2017. The Noridian LCD provides for coverage to determine metastatic risk in connection with the management of a patient’s newly diagnosed UM and to guide surveillance and referral to medical oncology for those patients.

On May 17, 2019, Centers for Medicare & Medicaid Services (“CMS”) determined that DecisionDx-UM meets the criteria for “existing advanced diagnostic laboratory test” status, also referred to as “existing ADLT” status. For 2020, our rate was set by Noridian, our local MAC, but effective in 2021 our rate is set annually based upon the median private payor rate for the first half of the second preceding calendar year. Our rate for 2021 was $7,776 and will remain at $7,776 for 2022, in each case based on the calculation of the median private payor rate.

Also, on May 17, 2019, CMS determined that DecisionDx-Melanoma meets the criteria for “new ADLT” status. Accordingly, from July 1, 2019, through March 31, 2020, the Medicare reimbursement rate was equal to the initial list price of $7,193. From April 1, 2020, through December 31, 2021, the rate was also $7,193, which was calculated based upon the median private payor rate for DecisionDx-Melanoma from July 1, 2019 to November 30, 2019. CMS has informed us that the rate for 2022 will continue to be $7,193, based on the median private payor rate.

myPath Melanoma is currently covered under a MolDX LCD policy through Noridian, which oversees laboratories in both Utah and Arizona. Noridian issued an LCD that became effective in June 2019. On September 6, 2019, myPath Melanoma was approved as a new ADLT. The rate for 2022 will be $1,950.

Beginning in 2023, the rates for DecisionDx-Melanoma, DecisionDx-UM, and myPath Melanoma tests will be set annually based upon the median private payor rate for the first half of the second preceding calendar year. For example, the rate for 2023 will be set using median private payor rate data from January 1, 2021 to June 30, 2021.

TissueCypher is performed in our Pittsburgh, Pennsylvania laboratory and falls under the Medicare jurisdiction that is managed by Novitas Solutions (“Novitas”). Novitas previously reviewed TissueCypher and we are receiving payments for claims according to the CLFS. For 2022, CMS published in its CLFS a payment amount of $2,513 for the test. On March 24, 2022, CMS determined that TissueCypher meets the criteria for “new ADLT” status. From April 1, 2022 through December 31, 2022, CMS has set the initial period rate equal to the original list price of $2,350, subject to the possible recoupment provision described below. Effective January 1, 2023, the rate will be based on the median private payer rates received between April 1, 2022 and August 31, 2022. Note that for TissueCypher tests reported for April 1, 2022 through December 31, 2022, CMS has the right to recoup the difference between the actual list and 130% of the weighted median if the original list price was greater than 130% of the weighted median of private payor rates.

IDgenetix is currently covered under a MolDX LCD policy and an accompanying billing and coding article through Noridian, which oversees laboratories in California. The Medicare coverage includes depression and was recently expanded for the following seven additional mental health conditions beyond major depressive disorder: schizophrenia, bipolar disorder, anxiety disorders, panic disorder, obsessive-compulsive personality disorder, post-traumatic stress disorder and attention deficit hyperactivity disorder. The IDgenetix multi-gene panel is currently reimbursed by Medicare at approximately $1,500.

In the second quarter of 2020, we submitted our technical assessment dossier for DecisionDx-SCC to Palmetto and Noridian. The dossier was accepted as complete in the third quarter of 2020. In early 2021, we submitted our technical assessment dossier for DecisionDx DiffDx-Melanoma. The dossier was accepted as complete in the first quarter of 2021. We are unable to predict when draft LCDs for DecisionDx-SCC and DecisionDx DiffDx-Melanoma will be posted and there is no assurance that any draft or final LCD will match our expectations, be posted in a timeframe consistent with our historical experience or will be posted at all.

In the second quarter of 2021, Palmetto and the other MACs that participate in the MolDX program each released a revised draft LCD for DecisionDx-Melanoma. The draft LCD includes commentary about two publications regarding the clinical utility of GEP tests and includes an assessment stating that the new data is not sufficient to change the coverage criteria. There was an open public comment period, and we submitted comments in support of Medicare coverage. The comment period ended on

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August 8, 2021. Potential outcomes following the public comment period include the posting of a final LCD consistent with the draft LCD, issuing a final LCD with coverage changes or not issuing a final LCD at all. We are unable to predict the ultimate outcome of this matter.

Since becoming a public company, we have financed our operations with the revenue generated from the sale of our products, proceeds from our initial public offering of our common stock (our “IPO”) that closed in July 2019, follow-on public offerings of common stock in June 2020 and December 2020 and bank debt, which has since been repaid in full. We believe that our existing cash and cash equivalents and anticipated cash generated from sales of our products will be sufficient to fund our operations for the next 12 months and into the foreseeable future. However, we have based these estimates on assumptions which may prove to be wrong and could result in us depleting our capital resources sooner than expected.

Our net (loss) income may fluctuate significantly from period to period, depending on the timing of our planned development activities, the growth of our sales and marketing activities and the timing of revenue recognition under Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (“ASC 606”). We expect our expenses will increase substantially over time as we:

•execute clinical studies to generate evidence supporting our current and future product candidates;

•execute our commercialization strategy for our current and future commercial products;

•continue our ongoing and planned development of new products in our pipeline;

•seek to discover and develop additional product candidates;

•hire additional scientific and research and development staff; and

•add additional operational, financial and management information systems and personnel.

Furthermore, we expect to continue to incur additional costs associated with operating as a public company, including significant legal, accounting, investor relations and other expenses.

Impact of COVID-19 Pandemic

We are continuing to closely monitor the impact of the ongoing COVID-19 pandemic on our business and taking proactive efforts designed to protect the health and safety of our workforce, continue our business operations and advance our corporate objectives. We are providing the following update with respect to the impact of COVID-19 on our business:

•We have maintained and expect to continue to maintain uninterrupted business operations, with adequate access to reagents and consumables needed for testing patient samples and normal turnaround times for our delivery of test reports. We have continued to maintain our previously implemented adjustments to our operations designed to keep employees safe and comply with federal, state and local guidelines, including those regarding social distancing.

•Following the onset of the COVID-19 pandemic, we experienced declines in orders and test report volume in certain periods. For example, in the second quarter of 2020, test reports delivered for our lead product, DecisionDx-Melanoma, decreased 18.5% compared to the second quarter of 2019. We believe these decreases in our test report volume were linked to delays and/or cancellations in patient visits, resulting in fewer diagnostic biopsies and thus a reduction in the number of diagnoses of cutaneous melanoma in response, as well as the cumulative impact on promotional responsiveness as a result of reduced sales calls per day and in-person sales calls during the ongoing COVID-19 pandemic.

•Our commercial team uses a combination of in-person, virtual and non-personal promotional and educational efforts. Since the beginning of 2021, we have seen improvements in the number of promotional calls per day, as well as a continued shift from virtual to in-person sales calls. During the three months ended March 31, 2022 and 2021, in-person sales calls accounted for over 95% and 75% of all calls during such periods, respectively. However, we have not yet achieved pre-COVID-19 levels of calls per day per sales representative.

•Our future results will be dependent upon the extent and duration of the COVID-19 crisis, including the emergence and spread of variants of the virus, and government restrictions, which are beyond our control. Although state and local government restrictions put in place to slow the spread of the virus have been eased in certain locations, restrictions may be reinstated from time to time in various regions depending on the circumstances, potentially impacting the flow of future patient visits as well as access to our sales targets. Even with the easing of state and local restrictions and the availability of vaccinations, patient visits and diagnoses of the diseases covered by our diagnostic and prognostic test may be impacted by continued apprehension regarding possible exposure to the virus as well as a general shift from in-person clinical visits to telehealth approaches, which may result in missed or delayed diagnoses of skin cancer and other diseases.

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As conditions are continuously evolving, we are unable to predict how our future test report volume will be impacted, or the extent to which our results of operations, financial condition or cash flows will be impacted, by the ongoing COVID-19 pandemic or other future public health crises. Accordingly, the test report data presented above is not necessarily indicative of our results of operations that can be expected for future periods. For more information on the potential impact of the ongoing COVID-19 pandemic on our business, see the risk factors included under “Risks Related to Our Business” and the other risk factors included in Part II, Item 1A., “Risk Factors” in this Quarterly Report on Form 10-Q.

Factors affecting our performance

We believe there are several important factors that have impacted, and that we expect will continue to impact, our operating performance and results of operations, including:

•Report volume. We believe that the number of reports we deliver to physicians is an important indicator of the growth of adoption among the healthcare provider community. Our revenue and costs are affected by the volume of testing and mix of customers. Our performance depends on our ability to retain and broaden adoption with existing prescribing physicians, as well as attract new physicians. In the near term, our report volume may be negatively impacted by ongoing developments of the ongoing COVID-19 pandemic, as discussed above.

•Reimbursement. We believe that expanding reimbursement is an important indicator of the value of our products. Payors require extensive evidence of clinical utility, clinical validity, patient outcomes and health economic benefits in order to provide reimbursement for diagnostic and prognostic products. Our revenue depends on our ability to demonstrate the value of our products to these payors.

•Gross margin. We believe that our gross margin is an important indicator of the operating performance of our business. Higher gross margins reflect the average selling price of our tests, as well as the operating efficiency of our laboratory operations.

•New product development. A significant aspect of our business is our investment in research and development activities, including activities related to the development of new products. In addition to the development of new product candidates, we believe these studies are critical to gaining physician adoption of new products and driving favorable coverage decisions by payors for such products.

Information About Certain Metrics

The following provides additional information about certain metrics we have disclosed in this Management’s Discussion and Analysis of Financial Condition and Results of Operation.

Test reports delivered for DecisionDx-Melanoma, DecisionDx-SCC, myPath Melanoma/DecisionDx DiffDx-Melanoma, DecisionDx-UM and the TissueCypher Barrett’s Esophagus test represents the number of completed test reports delivered by us during the reporting period indicated. The period in which a test report is delivered does not necessarily correspond with the period the related revenue, if any, is recognized, due to the timing and amount of adjustments for variable consideration under ASC 606. We use this metric to evaluate the growth in adoption of our tests and to measure against our internal performance objectives. We believe this metric is useful to investors in evaluating the volume of our business activity from period-to-period that may not be discernible from our reported revenues under ASC 606. We also sometimes present, on a limited basis, data on the number of orders received. We believe order data can provide additional insight on current demand trends, particularly during the ongoing COVID-19 pandemic and with respect to new product launches, when considered in conjunction with test report volume. However, orders received in a particular period do not necessarily correspond with actual delivered test reports or reported revenues for the same period or subsequent periods.

New ordering clinicians for our dermatologic tests represents the number of clinicians who ordered a dermatologic test from us for the first time during the reporting period specified. Our dermatologic tests consist of DecisionDx-Melanoma, DecisionDx-SCC and our CDO. We believe this metric is useful in evaluating the effectiveness of our sales and marketing efforts in establishing new relationships with clinicians and increasing the adoption of our suite of dermatologic tests. We also believe this metric provides useful information to investors in assessing our ability to expand the use of our dermatologic tests. Since this metric is based upon the reporting period in which an order is placed, it does not necessarily correspond to the reporting period in which either a test report was delivered or revenue was recognized.

Components of the Results of Operations

Net Revenues

We generate revenues from the sale of our products. Currently, our revenues are primarily derived from the sale of DecisionDx-Melanoma and DecisionDx-UM. We bill third-party payors and patients for the tests we perform.

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Under ASC 606, we recognize revenue at the amount we expect to be entitled, subject to a constraint for variable consideration, in the period in which our tests are delivered to the treating physicians. We have determined that our contracts contain variable consideration under ASC 606 because the amounts paid by third-party payors may be paid at less than our standard rates or not paid at all, with such differences considered implicit price concessions. Variable consideration is recognized only to the extent it is probable that a significant reversal of revenue will not occur in future periods when the uncertainties are resolved. Variable consideration is evaluated each reporting period and adjustments are recorded as increases or decreases in revenues. Variable consideration for Medicare claims that are not covered by an LCD or otherwise, including those claims undergoing appeal, is deemed to be fully constrained due to factors outside our influence (i.e., judgment or actions of third parties) and the uncertainty of the amount to be received is not expected to be resolved for a long period of time. For these fully constrained claims, we generally recognize revenue in the period the uncertainty is favorably resolved, if at all. Due to potential future changes in Medicare coverage policies and appeal cycles, insurance coverage policies, contractual rates and other trends in the reimbursement of our tests, our revenues may fluctuate significantly from period to period. Additionally, our ability to recognize revenue for our recently launched tests, DecisionDx-SCC and DecisionDx DiffDx-Melanoma, is dependent on the development of reimbursement experience and coverage decisions for these tests. Due to limited reimbursement experience, we are currently recognizing revenues for these two tests on the basis of actual cash collections.

Our ability to increase our revenues will depend on our ability to further penetrate our target markets, and, in particular, generate sales through our direct sales force, develop and commercialize additional tests, obtain reimbursement from additional third-party payors and increase our reimbursement rate for tests performed.

Cost of Sales (exclusive of amortization of acquired intangible assets)

The components of our cost of sales are material and service costs associated with testing samples, personnel costs (including salaries, bonuses, benefits and stock-based compensation expense), electronic medical record set up costs, order and delivery systems, shipping charges to transport samples, third-party test fees, and allocated overhead including rent, information technology costs, equipment and facilities depreciation and utilities. Costs associated with testing samples are recorded when the test is processed regardless of whether and when revenues are recognized with respect to that test. As a result, our cost of sales as a percentage of revenues may vary significantly from period to period because we do not recognize all revenues in the period in which the associated costs are incurred. We expect cost of sales in absolute dollars to increase as the number of tests we perform increases. Additionally, we expect cost of sales to increase with the expansion of laboratory capacity and staffing in advance of the anticipated growth of our recently launched tests.

Gross margin and gross margin percentage are key indicators we use to assess our business. See the table in “Results of Operations—Comparison of the three months ended March 31, 2022 and 2021” for details.

Research and Development

Research and development expenses include costs incurred to develop our diagnostic and prognostic tests, collect clinical samples and conduct clinical studies to develop and support our products. These costs consist of personnel costs (including salaries, bonuses, benefits and stock-based compensation expense), prototype materials, laboratory supplies, consulting costs, regulatory costs, electronic medical records set up costs, costs associated with setting up and conducting clinical studies and allocated overhead, including rent, information technology, equipment depreciation and utilities. We expense all research and development costs in the periods in which they are incurred. We expect our research and development expenses to increase in absolute dollars as we continue to invest in research and development activities related to developing enhanced and new products.

We expect to use a portion of our cash and cash equivalents to further support and accelerate our research and development activities, including three important studies that are underway to support our DecisionDx-Melanoma test. The first is the PERSONALize study, in which we are evaluating DecisionDx-Melanoma for interactions with adjuvant therapies. The second is the CONNECTION study, which is collecting long-term outcomes for up to 10,000 patients who have been tested with DecisionDx-Melanoma. The third is the DECIDE study, which is designed to determine the association of GEP test results with SLNB surgical decisions in patients eligible for SLNB as well as to track outcomes for patients who did and did not undergo SLNB. Also, as noted above, in 2021, we initiated our 4,800 patient, prospective, multi-center clinical study to develop, validate and bring to market a pipeline test aimed at predicting response to systemic therapy in patients with moderate to severe psoriasis, atopic dermatitis and related inflammatory skin conditions. We have also initiated two additional disease studies for pipeline tests for new indications.

Selling, General and Administrative

Selling, general and administrative (“SG&A”) expenses include executive, selling and marketing, legal, finance and accounting, human resources, billing and client services. These expenses consist of personnel costs (including salaries, bonuses, benefits and stock-based compensation expense), direct marketing expenses, audit and legal expenses, consulting costs, training and medical education activities, payor outreach programs and allocated overhead, including rent, information technology,

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equipment depreciation, and utilities. We expect continued increases in SG&A expenses related to compliance with the rules and regulations of the SEC and The Nasdaq Stock market LLC (“Nasdaq”) (in particular as we have become a large accelerated filer), investor relations activities and additional insurance expenses. Other administrative and professional services expenses within SG&A are expected to increase with the scale of our business, but selling and marketing-related expenses are expected to increase significantly, consistent with our growth strategy.

Amortization of Acquired Intangible Assets

Amortization of acquired intangible assets are primarily associated with developed technology.

Change in Fair Value of Contingent Consideration

Change in fair value of contingent consideration is associated with our acquisition of Cernostics and the related additional consideration of up to $50.0 million that may become payable based on the achievement of certain commercial milestones relating to the year ending December 31, 2022 (the “Earnout Payments”).

Interest Income

Interest income consists primarily of earnings on cash and cash equivalents, primarily money market funds.

Interest Expense

Interest expense is primarily attributable to a finance lease.

Income Tax Expense

Our consolidated financial statements do not reflect any federal or state income tax benefits attributable to the net losses we have incurred, due to the uncertainty of realizing a benefit from those items. As of December 31, 2021, we had federal net operating loss carryforwards of $99.4 million, of which $43.5 million will begin to expire in 2030 if not utilized to offset federal taxable income, and $55.9 million may be carried forward indefinitely. Also, as of December 31, 2021, we had state net operating loss carryforwards of $67.5 million, which begin to expire in 2028 if not utilized to offset state taxable income.

Results of Operations

Certain prior year amounts in the tables below have been reclassified to conform to the current year presentation. Specifically, we no longer present gross margin on the face of our financial statements and therefore the cost of sales line is now presented within the operating expenses section. This reclassification had no impact on operating loss, loss before income taxes or net loss. The calculation of our gross margin is instead presented in a separate table in following section.

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Comparison of the three months ended March 31, 2022 and 2021

The following table summarizes our results of operations for the periods indicated (in thousands, except percentages):

	Three Months Ended March 31,				Change
	2022		2021
	(unaudited)
Net revenues	$	26,852	$	22,813	$	4,039	17.7	%
Operating expenses
Cost of sales (exclusive of amortization of acquired intangible assets)	5,944		3,028		2,916		96.3	%
Research and development	10,761		5,908		4,853		82.1	%
Selling, general and administrative	30,453		18,161		12,292		67.7	%
Amortization of acquired intangible assets	1,648		—		1,648		NA
Change in fair value of contingent consideration	2,562		—		2,562		NA
Total operating expenses	51,368		27,097		24,271		89.6	%
Operating loss	(24,516)		(4,284)		(20,232)		(472.3)	%
Interest income	30		4		26		NM
Interest expense	(3)		—		(3)		NA
Loss before income taxes	(24,489)		(4,280)		(20,209)		(472.2)	%
Income tax expense	134		—		134		NA
Net loss	$	(24,623)	$	(4,280)	$	(20,343)	(475.3)	%

NA = Not applicable

NM = Not meaningful

The following table provides a disaggregation of net revenues by type (in thousands):

	Three Months Ended March 31,
	2022		2021		Change
	(unaudited)
Dermatologic(1)	$	24,339	$	20,910	$	3,429
Other(2)	2,513		1,903		610
Total net revenues	$	26,852	$	22,813	$	4,039

(1)Consists of DecisionDx-Melanoma, DecisionDx-SCC and CDO.

(2)Consists primarily of DecisionDx-UM.

The following table presents the calculation of gross margin (in thousands, except percentages):

	Three Months Ended March 31,
	2022			2021			Change
	(unaudited)
Net revenues	$	26,852		$	22,813		$	4,039
Less: Cost of sales (exclusive of amortization of acquired intangible assets)	5,944			3,028			2,916
Less: Amortization of acquired intangible assets	1,648			—			1,648
Gross margin	$	19,260		$	19,785		$	(525)
Gross margin percentage	71.7		%	86.7		%	(15.0)		%

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The following table indicates the amount of stock-based compensation expense (non-cash) reflected in the line items above (in thousands):

	Three Months Ended March 31,
	2022		2021		Change
	(unaudited)
Cost of sales (exclusive of amortization of acquired intangible assets)	$	853	$	510	$	343
Research and development	1,828		1,058		770
Selling, general and administrative	5,738		3,345		2,393
Total stock-based compensation expense	$	8,419	$	4,913	$	3,506

Net Revenues

Net revenues for the three months ended March 31, 2022 increased by $4.0 million, or 17.7%, to $26.9 million compared to the three months ended March 31, 2021, primarily due to $3.4 million higher revenue from dermatologic tests, primarily DecisionDx-Melanoma, and to a lesser extent, higher revenues from our other tests (non-dermatologic) of $0.6 million. The increase in dermatologic revenue was primarily attributable to a 69% increase in test volumes, with higher test reports delivered across each of our dermatologic offerings, due to a combination of increased patient flow attributable to the easing of COVID-19 restrictions and the effects of our dermatologic sales force expansion during the first half of 2021. The higher volumes were partially offset by the effect of lower positive revenue adjustments related to tests delivered in previous periods, associated with changes in estimated variable consideration, which were $0.6 million for the three months ended March 31, 2022 compared to $5.3 million for the three months ended March 31, 2021. The year-over-year decrease is primarily attributable to the effect of favorable adjustments related to the settlement and collection during the three months ended March 31, 2021 of certain groups of receivables from prior years that did not recur during the three months ended March 31, 2022. The increase in revenue from our other tests (non-dermatologic) of $0.6 million was primarily attributable to higher volume of DecisionDx-UM, which we believe is largely attributable to the easing of COVID-19 restrictions.

Cost of Sales (exclusive of amortization of acquired intangible assets)

Cost of sales (exclusive of amortization of acquired intangible assets) for the three months ended March 31, 2022 increased by $2.9 million, or 96.3%, compared to the three months ended March 31, 2021, primarily due to higher personnel costs, attributable to additional headcount in our laboratory testing operations, including headcount attributable to the addition of Cernostics, as well as increased costs of supplies and services, attributable to the higher activity levels. Due to the nature of our business, a significant portion of our cost of sales expenses represent fixed costs associated with our testing operations. Accordingly, our cost of sales expense will not necessarily increase or decrease commensurately with the change in net revenues from period to period. We expect our cost of sales (exclusive of amortization of acquired intangible assets) to continue to increase in future periods as we hire additional laboratory personnel and related resources to support our expected growth in volume for our dermatologic, gastrointestinal, mental health and pipeline tests.

Gross Margin

Our gross margin percentage was 71.7% for the three months ended March 31, 2022, compared to 86.7% for the same period in 2021. The decrease was primarily due to this year’s amortization expense associated with our acquired intangible assets, lower positive revenue adjustments related to tests delivered in previous periods and additional investments in laboratory headcount. In the near term, we expect that our gross margin percentage will decline, compared to prior periods, as we invest in additional laboratory personnel and related resources to support the anticipated growth in our report volumes for tests in advance of obtaining reimbursement coverage. Additionally, our gross margin percentage will continue to be negatively impacted by amortization of intangible assets associated with recent acquisitions.

Research and Development

Research and development expenses increased by $4.9 million, or 82.1%, for the three months ended March 31, 2022, compared to the three months ended March 31, 2021. Approximately 51% of the increase is attributable to higher personnel costs, primarily due to expansions in headcount in support of our growth, including higher stock-based compensation expense of $0.8 million, and approximately 20% is attributable to higher costs for clinical studies, including costs related to the PERSONALize, CONNECTION and DECIDE studies. The remainder of the increase is primarily associated with meeting costs and travel expenses. We expect to continue to increase our research and development expenses as we fund ongoing evidence development for our existing products as well as additional pipeline programs.

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Selling, General and Administrative

The following table provides a breakdown of SG&A expenses (in thousands):

	Three Months Ended March 31,
	2022		2021		Change
	(unaudited)
Sales and marketing	$	18,221	$	9,656	$	8,565
General and administrative	12,232		8,505		3,727
Total selling, general and administrative expense	$	30,453	$	18,161	$	12,292

Sales and marketing expenses increased by $8.6 million, or 88.7%, for the three months ended March 31, 2022, compared to three months ended March 31, 2021. Approximately $5.4 million, or 63%, of the increase is attributable to higher personnel costs including salaries, bonuses and stock-based compensation. Stock-based compensation expense included in sales and marketing expense was $2.8 million for the three months ended March 31, 2022, compared to $1.5 million for the three months ended March 31, 2021. Personnel costs have increased through the expansion of our dermatology-facing commercial team headcount to the mid-60s during the first and second quarters of 2021 and through our acquisition of Cernostics in December 2021, where we hired an initial commercial team of approximately 14 outside sales territories, along with commensurate internal sales associates and other personnel, to support our launch of the TissueCypher Barrett’s Esophagus test and to serve as a dedicated team focused on gastroenterology specialists that diagnose and manage patients with BE. The remainder of the increase in sales and marketing expenses was primarily associated with training events, meetings, travel and other general increases. The higher expenses for training events and travel reflect both a higher headcount as well a return to more in-person activities resulting from the continued easing of COVID-19 restrictions. We expect sales and marketing expenses to increase in future periods as we intend to expand our outside sales territories and sales force further during 2022, as discussed under “Overview” above.

General and administrative expenses increased by $3.7 million, or 43.8%, for the three months ended March 31, 2022, compared to three months ended March 31, 2021. The increase is primarily attributable to $2.6 million in higher personnel costs including salaries, bonuses and stock-based compensation. Stock-based compensation expense included in general and administrative expense was $2.6 million for the three months ended March 31, 2022, compared to $1.4 million for the three months ended March 31, 2021. The higher personnel costs reflect expanded headcount in our administrative support functions. The remainder of the increase in general and administrative expenses was primarily associated with professional fees and other general increases.

Amortization of Acquired Intangible Assets

Amortization of acquired intangible assets was $1.6 million for the three months ended March 31, 2022 and was primarily associated with amortization of developed technology attributable to the acquisitions of Myriad myPath, LLC and Cernostics in May 2021 and December 2021, respectively. There was no such amortization during the three months ended March 31, 2021.

Change in Fair Value of Contingent Consideration

The change in fair value of contingent consideration for the three months ended March 31, 2022 of $2.6 million is related to the remeasurement of the Earnout Payments associated with our acquisition of Cernostics and primarily reflects the passage of time. There was no such activity during the three months ended March 31, 2021.

Stock-Based Compensation Expense

Stock-based compensation expense, which is allocated among cost of sales, research and development expense and SG&A expense, totaled $8.4 million for the three months ended March 31, 2022, compared to $4.9 million for the three months ended March 31, 2021. We expect material increases in stock-based compensation expense in future periods, reflecting mainly higher awards outstanding due to growth in our headcount. As of March 31, 2022, we had 400 employees compared to 242 as of March 31, 2021. As of March 31, 2022, the total unrecognized stock-based compensation cost related to outstanding awards was $97.1 million, which is expected to be recognized on a straight-line basis over a weighted-average period of 3.1 years. We expect to continue granting stock-based compensation awards, which we expect to further contribute to increases in stock-based compensation expense in future periods.

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Liquidity and Capital Resources

Sources of Liquidity

Our principal sources of liquidity are our cash and cash equivalents and cash generated from the sale of our products. As of March 31, 2022 and December 31, 2021, we had cash and cash equivalents of $309.0 million and $329.6 million, respectively. In addition to the revenue generated from the sale of our commercial products, we have financed our operations through our IPO in July 2019, two follow-on public offerings of common stock in June 2020 and December 2020, and a $25.0 million secured term loan credit facility, which we repaid in full in December 2020.

On December 14, 2020, we filed an automatically effective shelf registration statement on Form S-3 (File No. 333-251331) (our “Shelf Registration Statement”) with the SEC as a “well-known seasoned issuer.” The Shelf Registration Statement allows us to issue an indeterminate number or amount of common stock, preferred stock, debt securities and warrants from time to time in one or more offerings. However, there can be no assurance that we will complete any further offerings of securities under our Shelf Registration Statement. Any future offerings under our Shelf Registration Statement will be dependent upon, among other factors, market conditions, available pricing, our financial condition, investor perception of our prospects, our capital needs and our ability to maintain status as a well-known seasoned issuer. Our market capitalization as of May 6, 2022 is below the level required to maintain status as well-known seasoned issuer in the future.

As mentioned above, we expect to use a portion of our cash and cash equivalents, including any proceeds from subsequent offerings under our Shelf Registration Statement, to further support and accelerate our research and development activities, including the clinical studies noted above in “Components of the Results of Operations—Research and Development.”

Material Cash Requirements

Our primary uses of capital are, and we expect will continue to be, compensation and related expenses, clinical research and development services, laboratory operations, equipment and related supplies, legal and other regulatory expenses, general administrative costs and, from time to time, expansion of our laboratory and office facilities in support of our growth. We anticipate that a substantial portion of our cash requirements in the foreseeable future will relate to the further commercialization of our currently marketed products, the development of our future product candidates in our pipeline and the potential commercialization of these pipeline products, should their development be successful.

In December 2021, we acquired Cernostics for $30.7 million in cash and in April 2022, we acquired AltheaDx, for $32.5 million in cash and $32.5 million in shares of our common stock. Under the definitive agreement to acquire Cernostics, we also agreed to pay up to an additional $50.0 million of Earnout Payments, based on the achievement of certain commercial milestones relating to the year ending December 31, 2022. With respect to AltheaDx, we agreed to pay up to an additional $75.0 million, 50% in cash and 50% in common stock, based on the achievement of certain commercial milestones relating to the years ending December 31, 2022, 2023 and 2024. Our actual liability with respect to these commercial milestone payments from our acquisitions will depend, in part, on our ability to successfully integrate the TissueCypher Barrett’s Esophagus test (acquired from Cernostics) and IDgenetix (acquired from AltheaDx) into our suite of commercial product offerings.

Since our inception, we have generally incurred significant losses and negative cash flows. For the year ended December 31, 2021 we had a net loss of $31.3 million and an accumulated deficit of $93.8 million as of December 31, 2021. For the three months ended March 31, 2022, we had a net loss of $24.6 million and an accumulated deficit of $118.4 million as of March 31, 2022. Our ability to generate revenue sufficient to achieve profitability will depend heavily on the successful commercialization of our currently marketed products and the products we plan to launch in the future as well as our spending on research and development activities. We expect to incur additional expenses and losses in the future as we invest in the commercialization of our existing products, the development of our future product candidates and the commercialization of our product candidates. Further, we expect that any acquisitions of businesses, products, assets or technologies will also increase our expenses. We believe that our existing cash and cash equivalents and anticipated cash generated from the sale of our commercial products will be sufficient to fund our operations for the next twelve months. We believe we will meet longer-term expected cash requirements and obligations through a combination of existing cash and cash equivalents, anticipated cash generated from sales of our products and issuances of equity securities or debt offerings, including through our Shelf Registration Statement. However, we have based these estimates on assumptions that may prove to be wrong, and we could utilize our available capital resources sooner than we expect. There are numerous risks and uncertainties associated with developing genomic tests, including, among others, the uncertainty of:

•successful commencement and completion of clinical study protocols;

•successful identification and acquisition of tissue samples;

•the development and validation of genomic classifiers; and

•acceptance of new genomic tests by physicians, patients and third-party payors.

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Because of the numerous risks and uncertainties associated with research, development and commercialization of product candidates, we are unable to estimate our exact working capital requirements. Our future funding requirements will depend on and could increase significantly as a result of many factors, including those listed above as well as those listed in Part II, Item 1A., “Risk Factors” in this Quarterly Report on Form 10-Q.

We do not currently have any committed external source of funds. In the event additional funding is required, we expect that we would use a combination of equity and debt financings, which may not be available to us when needed, on terms that we deem to be favorable or at all. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the ownership interest of our stockholders will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of common stockholders. Debt financing and preferred equity financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making acquisitions or capital expenditures or declaring dividends. Any disruptions to, or volatility in, the credit and financial markets or any deterioration in overall economic conditions may make any necessary debt or equity financing more difficult to obtain, more costly and/or more dilutive. If we are unable to raise additional funds through debt or equity financings or other arrangements when needed, we may be required to delay, limit, reduce or terminate our product discovery and development activities or future commercialization efforts.

Leases

We have entered into various operating and finance leases, which are primarily associated with our laboratory facilities and office space. Total undiscounted future minimum payment obligations under our operating leases and finance leases as of March 31, 2022 totaled approximately $10.3 million, of which $1.0 million is payable through the remainder of 2022 and $9.3 million through the end of 2033. The leases expire on various dates through 2033 and provide certain options to renew for additional periods. On March 11, 2022, we amended an existing lease agreement to lease additional laboratory space in Phoenix, Arizona. On April 1, 2022, we entered into a new lease agreement with an initial term of 10.5 years for laboratory and office space located in Pittsburgh, Pennsylvania. As of March 31, 2022, neither of the two leases had commenced. Upon commencement, we expect these two leases to increase our undiscounted future minimum payment obligations by a total of approximately $13.8 million.

Cash Flows

The following table summarizes our sources and uses of cash and cash equivalents for each of the periods presented (in thousands):

	Three Months Ended March 31,
	2022		2021
	(unaudited)
Net cash used in operating activities	$	(21,430)	$	(3,631)
Net cash used in investing activities	(402)		(750)
Net cash provided by financing activities	1,216		1,510
Net change in cash and cash equivalents	(20,616)		(2,871)
Cash and cash equivalents, beginning of period	329,633		409,852
Cash and cash equivalents, end of period	$	309,017	$	406,981

Operating Activities

Net cash used in operating activities was $21.4 million for the three months ended March 31, 2022, and was primarily attributable to the net loss of $24.6 million, decreases in accrued compensation of $6.9 million and increases in accounts receivable of $2.7 million, partially offset by non-cash stock compensation expense of $8.4 million, change in fair value of contingent consideration of $2.6 million and depreciation and amortization of $2.2 million.

Net cash used in operating activities was $3.6 million for the three months ended March 31, 2021, and was primarily attributable to the net loss of $4.3 million, decreases in accrued compensation of $3.9 million, increases in accounts receivable of $1.6 million and decreases in other accrued liabilities of $0.3 million, partially offset by stock compensation expense of $4.9 million and decreases in prepayments and other current assets of $1.7 million.

The $17.8 million additional net cash used in operating activities for the three months ended March 31, 2022 compared to the three months ended March 31, 2021 is primarily due to cash requirements associated with the increases in operating expenses, the majority of which were attributable to salaries, bonuses and benefits due to our growth in headcount, as discussed in further

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detail under “Results of Operations—Comparison of the three months ended March 31, 2022 and 2021” above. The effect of the higher expenses on net cash used in operating activities was partially offset by the higher revenues.

Investing Activities

Net cash used in investing activities for the three months ended March 31, 2022 and 2021 consisted of purchases of property and equipment in both periods.

Financing Activities

Net cash provided by financing activities was $1.2 million for the three months ended March 31, 2022, and primarily consisted of $0.9 million in proceeds from contributions to the employee stock purchase plan and $0.4 million in proceeds from the exercise of stock options.

Net cash provided by financing activities was $1.5 million for the three months ended March 31, 2021, and primarily consisted of $1.0 million in proceeds from the exercise of stock options and $0.9 million in proceeds from contributions to the employee stock purchase plan.

Critical Accounting Estimates

During the three months ended March 31, 2022, there were no significant changes to the information discussed under “Critical Accounting Estimates” included in the Management’s Discussion and Analysis of Financial Condition and Results of Operations section of our Annual Report on Form 10-K for the year ended December 31, 2021.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Interest Rate Risk

We are exposed to market risks in the ordinary course of our business. These risks primarily relate to interest rates fluctuations. We had cash and cash equivalents of $309.0 million as of March 31, 2022, which include bank deposits and money market funds. Due to the nature of these instruments, we believe that we have no material exposure to interest rate risk.

Our liabilities for acquisition-related contingent consideration, which is adjusted to fair value each reporting period, is also impacted by changes in interest rates. The risk-free interest rate used to estimate our weighted average cost of capital is a component of the discount rate used to calculate the present value of future cash flows due under our Earnout Payments. As a result, any changes in the underlying risk-free interest rate could result in material changes to the fair value of such liabilities and could materially impact the amount of non-cash expense (or income) recorded each reporting period.

A hypothetical 10% change in interest rates during any of the periods presented would not have had a material impact on our financial statements.

Inflation Risk

Recently, the rate of inflation in the U.S. has risen to levels not experienced in decades. We have begun to see some inflationary pressures, primarily in personnel and related costs. The extent of any future impacts from inflation on our business and our results of operations will be dependent upon how long the elevated inflation levels persist and if the rate of inflation were to further increase, neither of which we are able to predict. If elevated levels of inflation were to persist or if the rate of inflation were to accelerate, the purchasing power of our cash and cash equivalents may be eroded, our expenses could increase faster than anticipated and we may utilize our capital resources sooner than expected. Further, given the complexities of the reimbursement landscape in which we operate, our payors may be unwilling or unable to increase reimbursement rates to compensate for inflationary impacts.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is (1) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (2) accumulated and communicated to our management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2022. Based upon the evaluation, our Chief Executive Officer and

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Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) under the Exchange Act) that occurred during the first quarter of 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

From time to time, we may be involved in legal proceedings arising in the ordinary course of business. We believe there is no pending or threatened litigation that could have, individually or in the aggregate, a material adverse effect on our financial position, results of operations or cash flows.

Item 1A. Risk Factors.

Risk Factors Summary

We face many risks and uncertainties, as more fully described in this section under the heading “Risk Factors.” Some of these risks and uncertainties are summarized below. The summary below does not contain all of the information that may be important to you, and you should read this summary together with the more detailed discussion of these risks and uncertainties contained in “Risk Factors.”

Risk Related to our Financial Condition

•We rely upon a small number of third-party payors for a significant portion of our revenue.

•Our method of recognizing revenue may not reflect our underlying business.

•We have incurred significant losses since inception, and we may never achieve profitability.

•We are an early, commercial-stage company and have a limited operating history, which may make it difficult to evaluate our current business and predict our future performance.

•Our financial results could fluctuate in the future, causing the market price of our stock to decline substantially.

•If our internal control over financial reporting is ineffective, we may not be able to accurately report our financial results or file our periodic reports in a timely manner.

•We may need to raise additional capital to commercialize new products, to expand operations or to fund existing operations.

Risks Related to our Business

•Our revenue heavily relies upon the sale of a single product and our current or future products may not achieve or maintain significant commercial market acceptance.

•We have been, and may continue to be, adversely impacted by the COVID-19 pandemic, which has, at times, caused decreased test report volume.

•Billing for our products is complex and we require substantial time and resources to collect payment.

•We rely on third parties for sample collection, preparation and delivery.

•A depletion or loss of our sample database could significantly harm our business.

•If our primary clinical laboratory facility becomes damaged or inoperable or we are required to vacate our existing facility, our ability to conduct our laboratory work for our commercial products and pursue our research and development efforts may be jeopardized.

•New product development is lengthy and complex, and our revenues could be limited if we are unable to increase and support adoption of our products by both physicians and other healthcare providers.

•We rely on limited or sole suppliers for some of the reagents, equipment, chips and other materials used by our products, and we may not be able to find replacements or transition to alternative suppliers if these suppliers are unable or unwilling to continue providing these materials.

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•The sizes of the addressable markets for our current and future products have not been established with precision and may be smaller than we estimate.

•The diagnostic testing industry is subject to rapid change, which could make our current or future products obsolete.

Risks Related to Reimbursement and Government Regulation

•We currently have limited reimbursement coverage for our lead product, DecisionDx-Melanoma, and if third-party payors, including government and commercial payors, do not provide sufficient coverage of, or adequate reimbursement for, our products, our commercial success, including revenue, will be negatively affected.

•We conduct business in a heavily regulated industry and failure to comply with regulatory requirements, including those established by the CMS, and the U.S. Food and Drug Administration (“FDA”) or changes in enforcement discretion for laboratory developed tests could harm our business.

•Data from our clinical studies may change materially, which could harm our business.

•Changes in healthcare policy, statutes or regulations, or our ability to comply with applicable healthcare requirements, could have a material adverse effect on our business and operations.

Risks Related to Intellectual Property

•If we are unable to obtain and maintain sufficient intellectual property protection for our technology, our ability to successfully commercialize our products may be impaired.

•Our commercial success depends significantly on our ability to operate without infringing upon the intellectual property rights of third parties.

•We rely on information technology systems that we license from third parties and other royalty-bearing license agreements.

Risks Related to Employee Matters and Managing Growth and Other Risks Related to Our Business

•We are highly dependent on the services of our key personnel, including our President and Chief Executive Officer.

•Our employees and any current or potential commercial partners may engage in misconduct or other improper activities, including non-compliance with regulatory standards and requirements and insider trading.

•We have, and may continue to, engage in strategic transactions, such as the acquisition of businesses, assets, products or technologies, which could be disruptive to our existing operations, divert the attention of our management team and adversely impact our liquidity, cash flows, financial condition and results of operations.

•Our business may be negatively impacted by cybersecurity threats, natural disasters and public health crises.

•Product or professional liability lawsuits against us could cause us to incur substantial liabilities and could limit our commercialization of our products.

Risks Related to Ownership of Our Common Stock.

•The price of our common stock may be volatile or may decline regardless of our operating performance, and you may lose all or part of your investment.

•We have broad discretion in the use of working capital and may not use it effectively or in ways that increase our share price.

•Related party transactions that create conflicts of interest, or the appearances of conflicts of interest, may harm our business and cause our stock price to decline.

•The concentration of our stock ownership will likely limit your ability to influence corporate matters, including the ability to influence the outcome of director elections and other matters requiring stockholder approval.

•Delaware law and provisions in our amended and restated certificate of incorporation and amended and restated bylaws could make a merger, tender offer or proxy contest difficult, thereby depressing the trading price of our common stock.

•Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware is the exclusive forum for certain disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.

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Risk Factors

You should consider carefully the risks described below, as well as the other information in this Quarterly Report on Form 10‑Q, before deciding whether to purchase, hold or sell shares of our common stock. The occurrence of any of the following risks could harm our business, financial condition, results of operations and/or growth prospects or cause our actual results to differ materially from those contained in forward-looking statements we have made in this report and those we may make from time to time. You should consider all of the factors described as well as the other information in this Quarterly Report on Form 10-Q, including our unaudited condensed consolidated financial statements and the related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” when evaluating our business. The risk factors set forth below that are marked with an asterisk (*) are new or contain changes to the similarly titled risk factors included in our Annual Report on Form 10-K for the year ended December 31, 2021. If any of the following risks actually occur, our business, financial condition, results of operations and future growth prospects could be materially and adversely affected. In these circumstances, the market price of our common stock could decline and you may lose all or part of your investment. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations.

Risks Related to Our Financial Condition

Our reliance upon a small number of third-party payors for a significant portion of our revenue may materially adversely affect our financial condition and results of operations.

We receive a substantial portion of our revenue from a small number of third-party payors, primarily Medicare. Our revenue for our test reports provided for patients covered by Medicare and Medicare Advantage plans as a percentage of total revenue, was 57% and 28%, respectively, for the year ended December 31, 2021 and 58% and 29%, respectively, for the year ended December 31, 2020. If our largest current payors were to significantly reduce, or cease to pay, the amount they reimburse for our products, or if they do not reach favorable coverage and reimbursement decisions for our products, or attempt to recover amounts they had already paid, it could have a material adverse effect on our business, financial condition and results of operations and cause significant fluctuations in our results of operations.

Due to how we recognize revenue, our quarterly revenues may not reflect our underlying business.*

We have concluded that our contracts include variable consideration because the amounts paid by Medicare or commercial health insurance carriers may be paid at less than our standard rates or not paid at all, with such differences considered implicit price concessions. Variable consideration attributable to these price concessions is measured at the expected value using the ‘‘most likely amount’’ method under ASC 606. The amounts are determined by historical average collection rates by test type and payor category taking into consideration the range of possible outcomes, the predictive value of our past experiences, the time period of when uncertainties expect to be resolved and the amount of consideration that is susceptible to factors outside of our influence, such as the judgment and actions of third parties. Determining variable consideration through a consideration of these factors involves a significant level of estimation uncertainty, and our estimations may turn out to be incorrect. Such variable consideration is included in the transaction price only to the extent it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainties with respect to the amount are resolved. Variable consideration may be constrained and excluded from the transaction price in situations where there is no contractually agreed upon reimbursement coverage or in the absence of a predictable pattern and history of collectability with a payor. Variable consideration for Medicare claims that are not covered by an LCD or otherwise, including those claims undergoing appeal, is deemed to be fully constrained due to factors outside our influence (i.e., judgment or actions of third parties) and the uncertainty of the amount to be received is not expected to be resolved for a long period of time. Variable consideration is evaluated each reporting period and adjustments are recorded as increases or decreases in revenues. As a result of the timing and amount of adjustments for variable consideration, our operating results and comparisons of such results on a period-to-period basis may be difficult to understand and may not be meaningful. In addition, these fluctuations in revenue may make it difficult for us, for research analysts and for investors to accurately forecast our revenue and operating results. If our revenue or operating results fall below expectations, the price of our common stock would likely decline.

We have incurred significant losses since inception, and we may never achieve profitability.*

Since our inception, we have had a history of net losses. For the year ended December 31, 2021 we had a net loss of $31.3 million and an accumulated deficit of $93.8 million as of December 31, 2021. For the three months ended March 31, 2022, we had a net loss of $24.6 million. As of March 31, 2022, we had an accumulated deficit of $118.4 million. We cannot predict if we will achieve profitability in the near future or at all. We expect to incur losses in the future as we plan to invest significant additional funds toward the expansion of our commercial organization, the conduct of clinical utility and validity studies to support adoption of our products and the development or acquisition of additional products. We also expect significant increases in our stock-based compensation expense in future periods, reflecting higher stock option valuations as a public company and additional awards outstanding due to increased headcount. Additionally, our performance could be affected by the

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ongoing impacts of the ongoing COVID-19 pandemic. Due to the requirements associated with being a public company, including those associated with no longer qualifying as an emerging growth company and a smaller reporting company and becoming a large accelerated filer, we expect to continue incur significant additional legal, accounting and other expenses. We also expect that any acquisitions of businesses, assets, products or technologies will increase our expenses. These increased expenses will make it harder for us to achieve future profitability. We may also incur significant losses in the future for a number of reasons, many of which are beyond our control, including the other risks described in this Quarterly Report on Form 10‑Q, adoption of our products, coverage of and reimbursement rates for our products from third-party payors, and future research and development activities. Our failure to achieve profitability in the future could cause the market price of our common stock to decline and make it more difficult or costly for us to raise additional capital.

We are an early, commercial-stage company and have a limited operating history, which may make it difficult to evaluate our current business and predict our future performance.

We are an early commercial-stage company and have a limited operating history. Our limited operating history may make it difficult to evaluate our current business and this makes predictions about our future success or viability subject to significant uncertainty. In particular, we intend to use a portion of our working capital to increase our headcount, including through the expansion of our sales and marketing and research and development teams, which will increase our operating costs in a manner not historically reflected in our consolidated financial statements. In combination with our other anticipated increased operating expenses in connection with the ongoing demands of a public company, these anticipated changes in our operating expenses may make it difficult to evaluate our current business, assess our future performance relative to prior performance and accurately predict our future performance.

We will continue to encounter risks and difficulties frequently experienced by early commercial-stage companies, including those associated with increasing the size of our organization and the prioritization of our commercial, research and business development activities. If we do not address these risks successfully, our business could suffer.

Changes in financial accounting standards or practices may cause adverse, unexpected financial reporting fluctuations and affect our reported operating results.

Accounting principles generally accepted in the United States of America are subject to interpretation by the Financial Accounting Standards Board, the SEC, and various bodies formed to promulgate and interpret appropriate accounting principles. A change in accounting standards or practices can have a significant effect on our reported results and may even affect our reporting of transactions completed before the change is effective. New accounting pronouncements and varying interpretations of accounting pronouncements have occurred and may occur in the future. Changes to existing rules or the questioning of current practices may adversely affect our reported financial results or the way we conduct our business. As of December 31, 2021, we are no longer an emerging growth company and now apply public company adoption dates for new or revised accounting standards.

Our quarterly and annual operating results and cash flows may fluctuate in the future, which could cause the market price of our stock to decline substantially.

Numerous factors, many of which are outside our control may cause or contribute to significant fluctuations in our quarterly and annual operating results. For example, following the onset of the COVID-19 pandemic in 2020 we experienced decreases in revenue and test report volumes. These fluctuations may make financial planning and forecasting uncertain. In addition, these fluctuations may result in unanticipated decreases in our available cash, which could negatively affect our business and prospects. In addition, one or more of such factors may cause our revenue or operating expenses in one period to be disproportionately higher or lower relative to the others. As a result, comparing our operating results on a period-to-period basis may be difficult to understand and may not be meaningful. You should not rely on our past results as indicative of our future performance.

In addition, a significant portion of our operating expense is relatively fixed in nature, and planned expenditures are based in part on expectations regarding future revenue. Accordingly, unexpected revenue shortfalls could decrease our gross margins and cause significant changes in our operating results from quarter to quarter. If this occurs, the trading price of our stock could fall substantially.

This variability and unpredictability caused by factors such as those described above could also result in our failing to meet the expectations of industry or financial analysts or investors for any period. If our revenue or operating results fall below the expectations of analysts or investors or below any guidance we may provide, or if the guidance we provide is below the expectations of analysts or investors, the price of our common stock could decline substantially. Such a stock price decline could occur even when we have met any previously publicly stated guidance we may provide.

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If our internal control over financial reporting is not effective, we may not be able to accurately report our financial results or file our periodic reports in a timely manner, which may cause adverse effects on our business and may cause investors to lose confidence in our reported financial information and may lead to a decline in our stock price.

Effective internal control over financial reporting is necessary for us to provide reliable financial reports in a timely manner. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim consolidated financial statements will not be prevented or detected on a timely basis.

If we fail to adequately staff our accounting and finance function or fail to maintain adequate internal control over financial reporting, any new or recurring material weaknesses could prevent our management from concluding our internal control over financial reporting is effective and could result in our auditor issuing an adverse opinion on our internal control over financial reporting. If we identify any future significant deficiencies or material weaknesses, the accuracy and timeliness of our financial reporting may be adversely affected, our ability to prevent material misstatements in our consolidated financial statements could be impaired, a material misstatement in our consolidated financial statements could occur and we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports, which could cause our business to suffer and our stock price to decline.

Since becoming a publicly traded company in 2019, we have increased the headcount of our accounting and finance functions to further support the demands placed upon us as a public company, including the requirements of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”). We expect to continue expending significant time and resources related to our internal control over financial reporting, including by further expanding our finance and accounting staff over time, but there can be no assurance our efforts will be effective.

We may need to raise additional capital to fund our existing operations, commercialize new products or expand our operations.*

We believe our existing cash and cash equivalents and anticipated cash generated from sales of our products will be sufficient to fund our operations for the foreseeable future. If our available cash and cash equivalents and anticipated cash generated from sales of our products are insufficient to satisfy our liquidity requirements including because of lower demand for our products, lower than currently expected rates of reimbursement from third-party payors or other risks described in this Quarterly Report on Form 10‑Q, we may finance our cash needs through a combination of equity offerings, debt financings, collaborations, strategic alliances and marketing, distribution or licensing arrangements. We do not currently have any committed external source of funds. In addition, we may seek additional capital due to favorable market conditions or strategic considerations, even if we believe we have sufficient funds for our current or future operating plans.

We may consider raising additional capital in the future to expand our business, to pursue strategic investments, to take advantage of financing opportunities or for other reasons, including to:

•increase our sales and marketing efforts for the DecisionDx-Melanoma, DecisionDx-SCC, DecisionDx DiffDx-Melanoma, myPath Melanoma, DecisionDx-UM, TissueCypher Barrett’s Esophagus and IDgenetix tests and address competitive developments among these or future commercial products;

•fund ongoing evidence development for our existing products as well as additional pipeline programs;

•expand our laboratory testing facility and related testing capacity;

•expand our technologies into other types of skin cancer, ocular cancer, gastrointestinal or mental health management and detection products;

•acquire, license or invest in technologies;

•acquire or invest in complementary businesses or assets; and

•finance capital expenditures and general and administrative expenses.

Our present and future funding requirements will depend on many factors, including:

•our ability to achieve revenue growth;

•our rate of progress in establishing payor coverage and reimbursement arrangements with third-party payors;

•our rate of progress in, and cost of the sales, marketing, coverage and reimbursement activities associated with, establishing adoption of our lead product, DecisionDx-Melanoma, among our other products;

•the cost of expanding our laboratory operations and offerings, including our sales, marketing, coverage and reimbursement efforts;

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•our rate of progress in, and cost of research and development activities associated with, diagnostic products in research and early development;

•the potential cost of, and delays in, the development of new products as a result of changes in regulatory oversight applicable to our products;

•acquisitions of businesses, assets, products or technologies;

•the effects of the COVID-19 pandemic; and

•the effect of competing technological and market developments.

To the extent that we raise additional capital through the sale of equity or convertible debt securities, your ownership interest will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect your rights as a common stockholder. Debt financing and preferred equity financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making acquisitions or capital expenditures or declaring dividends.

If we raise additional funds through collaborations, strategic alliances or marketing, distribution or licensing arrangements with third parties, we may have to relinquish valuable rights to our technologies, future revenue streams, research programs or products, or grant licenses on terms that may not be favorable to us.

Any disruptions to, or volatility in, the credit and financial markets or any deterioration in overall economic conditions may make any necessary debt or equity financing more difficult to obtain, more costly and/or more dilutive. If we are unable to raise additional funds through equity or debt financings or other arrangements when needed, we may be required to delay, limit, reduce or terminate our commercialization, research and development efforts or grant rights to third parties to market and/or develop products that we would otherwise prefer to market and develop ourselves.

Risks Related to Our Business

Our revenue currently depends primarily on sales of DecisionDx-Melanoma, and we will need to generate sufficient revenue from this and other products to grow our business.

Most of our revenue in 2021 and 2020 was derived from the sale of our lead product, DecisionDx-Melanoma. While we also derive revenue from DecisionDx-UM, DecisionDx-SCC, our CDO (which consists of myPath Melanoma and DecisionDx DiffDx-Melanoma), the TissueCypher Barrett’s Esophagus test and the IDgenetix test, we expect that the majority of our revenue for the foreseeable future will be derived from sales of DecisionDx-Melanoma. Further, we believe that our long-term commercial success will depend on our ability to develop and market additional products. Our ability to derive revenue from DecisionDx-Melanoma, DecisionDx-UM, DecisionDx-SCC, our CDO, the TissueCypher Barrett’s Esophagus test, the IDgenetix test and any future products that we commercialize or acquire is uncertain and depends on favorable coverage and reimbursement policies from government payors, such as Medicare, and from private payors, such as insurance companies. Without positive coverage policies, our products may not be reimbursed and we may not be able to recognize revenue. If we are unable to increase sales and expand coverage and reimbursement for DecisionDx-Melanoma, develop and commercialize other products, and successfully obtain coverage and adequate reimbursement for such products, our revenue and our ability to achieve profitability would be impaired, and the market price of our stock could decline substantially.

The COVID-19 pandemic has adversely impacted and could continue to adversely impact our business, including the demand for our test reports, as well as the business or operations of physicians and other healthcare providers who order our test reports and the third-party payors responsible for reimbursement for our tests, customers and other third parties with whom we conduct business.*

Public health crises such as pandemics or similar outbreaks have adversely impacted and could continue to adversely impact our business. As a result of the ongoing COVID-19 pandemic, or public health crises, and federal, state and local government responses to these events, we have and/or may in the future experience disruptions that could adversely impact our business, including, but not limited to:

•decreased test report volume due to a decline in orders of DecisionDx-Melanoma and DecisionDx-UM tests as patient visits for routine examinations and biopsies have been, and may continue to be, delayed and/or canceled;

•disruption of our sales and commercialization activities due to limitations on our ability to communicate with physicians as a result of travel restrictions and hindered means of communicating with physicians;

•delays or disruptions by third parties in the collection, preparation or delivery of the tumor samples that we test;

•delays or difficulties in delivering test reports, interruptions in research and development and other limitations of key business activities due to members of our workforce becoming ill, compliance with applicable vaccination mandates

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and/or stay-at-home or other similar orders imposed by or that may be imposed by state and local governments, including at our Phoenix, Arizona, Pittsburgh, Pennsylvania and Friendswood, Texas locations;

•delayed reimbursement from third party payors, disruption in our supply channel and other adverse impacts on our business resulting from the negative effects of the COVID-19 pandemic on our suppliers, service providers and other third parties on whom we rely; and

•delayed or postponed interactions with regulators and other important agencies and contractors, due to limitations in employee resources, travel restrictions or forced furlough of government employees.

Following the onset of the COVID-19 pandemic, we experienced declines in orders and test report volume in certain periods. For example, in the second quarter of 2020, test reports delivered for our lead product, DecisionDx-Melanoma, decreased 18.5% compared to the second quarter of 2019. We believe these decreases in our test report volume were linked to delays and/or cancellations in patient visits, resulting in fewer diagnostic biopsies and thus a reduction in the number of diagnoses of cutaneous melanoma in response, as well as the cumulative impact on promotional responsiveness as a result of reduced sales calls per day and in-person sales calls during the ongoing COVID-19 pandemic.

Our future results will be dependent upon the extent and duration of the COVID-19 crisis, including the emergence and spread of variants of the virus, and government restrictions, which are beyond our control. Although state and local government restrictions put in place to slow the spread of the virus have been eased in certain locations, restrictions may be reinstated from time to time in various regions depending on the circumstances, potentially impacting the flow of future patient visits as well as access to our sales targets. Even with the easing of state and local restrictions and the availability of vaccinations, patient visits and diagnoses of the diseases covered by our diagnostic and prognostic test may be impacted by continued apprehension regarding possible exposure to the virus as well as a general shift from in-person clinical visits to telehealth approaches, which may result in missed or delayed diagnoses of skin cancer and other diseases.

Under legislation enacted (or that may be enacted) by the United States federal government to respond to COVID-19, we have received and may receive in the future, cash payments or other forms of assistance allocated to healthcare and other companies. The eligibility requirements for any such payments or other assistance may be subject to restrictive terms and conditions, which may be ambiguous or subject to further modification, interpretation and guidance issued by government agencies on an ongoing basis. In the event we fail to comply with any of the terms or conditions associated with a payment we receive or if the terms and conditions or related interpretations change, we may be required to return it. The receipt of government payments or other assistance during the COVID-19 crisis has generated negative publicity for some companies and may continue to generate negative publicity for companies in the future. If we receive any negative publicity as a result of receiving or accepting a government payment or other assistance, such as the $1.9 million in provider relief funds we received from The U.S. Department of Health and Human Services (“HHS”) on April 16, 2020, it could harm our reputation, trigger a review or audit by applicable government agencies and/or adversely impact our stock price.

The COVID-19 crisis continues to rapidly evolve. The extent to which COVID-19 will further impact our business will depend on future developments, which are highly uncertain and cannot be predicted with confidence, such as the duration of the crisis, resurgences of the virus, the emergence and spread of variants of the virus, vaccination rates, vaccination mandates, vaccination effectiveness, therapeutic treatments, the use of telemedicine, travel restrictions, stay-at-home or other similar orders and social distancing in the United States and other countries, business closures or business disruptions and the effectiveness of actions taken in the United States and other countries to contain and treat the virus. Any of these factors, individually or in combination, could materially and adversely affect our business, results of operations, financial condition or cash flows. In addition, the current and potential adverse impacts of the COVID-19 crisis on our business, financial condition, results of operations and growth prospects, may also have the effect of heightening many of the other risks and uncertainties described elsewhere in this “Risk Factors” section.

Billing for our products is complex and requires substantial time and resources to collect payment.*

Billing for clinical laboratory testing services is complex, time-consuming and expensive. Depending on the billing arrangement and applicable law, we bill various payors, including Medicare, Medicaid, private insurance companies, private healthcare institutions, and patients, all of which have different billing requirements. We generally bill third-party payors for products and pursue reimbursement on a case-by-case basis where pricing contracts are not in place. To the extent laws or contracts require us to bill patient co-payments or co-insurance, we must also comply with these requirements. We may also face increased risk in our collection efforts, including potential write-offs of accounts receivable and long collection cycles, which could adversely affect our business, results of operations and financial condition.

Several factors make the billing process complex, including:

•differences between the billing rates and reimbursement rates for our products;

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•compliance with complex federal and state regulations related to billing government healthcare programs, including Medicare, Medicaid, Veterans Administration and TRICARE;

•risk of government audits related to billing;

•disputes among payors as to which party is responsible for payment;

•differences in coverage and information and billing requirements among payors, including the need for prior authorization and/or advanced notification;

•the effect of patient co-payments or co-insurance and our ability to collect such payments from patients;

•changes to billing codes used for our products;

•changes to requirements related to our current or future clinical studies, including our registry studies, which can affect eligibility for payment;

•ongoing monitoring provisions of LCDs for our products, which can affect the circumstances under which a claim would be considered medically necessary;

•incorrect or missing billing information; and

•the resources required to manage the billing and claims appeals process.

We use standard industry billing codes, known as Current Procedural Terminology, codes, to bill for our products. If these codes were to change, there is a risk of an error being made in the claim adjudication process. Such errors can occur with claims submission, third-party transmission or in the processing of the claim by the payor. Claim adjudication errors may result in a delay in payment processing or a reduction in the amount of the payment we receive.

As we introduce new products, we may need to add new codes to our billing process as well as our financial reporting systems. Failure or delays in effecting these changes in external billing and internal systems and processes could negatively affect our collection rates, revenue and cost of collecting.

Additionally, our billing activities require us to implement compliance procedures and oversight, train and monitor our employees, and undertake internal audits to evaluate compliance with applicable laws and regulations as well as internal compliance policies and procedures. When payors deny our claims, we may challenge the reason, low payment amount or payment denials. Payors also conduct external audits to evaluate payments, which add further complexity to the billing process. If the payor makes an overpayment determination, there is a risk that we may be required to return all or some portion of prior payments we have received.

Additionally, the Patient Protection and Affordable Care Act of 2010, as amended by the Health Care and Education Reconciliation Act of 2010 (collectively, the “ACA”) requires providers and suppliers to report and return any overpayments received from government payors under the Medicare and Medicaid programs within 60 days of identification. Failure to identify and return such overpayments exposes the provider or supplier to liability under federal false claims laws. These billing complexities, and the related uncertainty in obtaining payment for our products, could negatively affect our revenue and cash flow, our ability to achieve profitability, and the consistency and comparability of our results of operations.

In addition to the complexities noted above, we rely upon a third-party software application in the administration of our billing and collection process. Any significant disruption or deficiency in the design of our billing process could adversely impact our ability to generate and send invoices, calculate revenues, track payments and collect our accounts receivable. Although to date we have not experienced any disruptions or identified any deficiencies with our billing system, there can be no assurances that any disruptions or deficiencies will not occur in the future. Additionally, any failure in the design or operation of our internal controls related to our billing and collection processes could adversely impact our ability to conclude on the effectiveness of our internal control over financial reporting and could cause our auditor to issue an adverse opinion on our internal control over financial reporting.

We rely on third parties for tissue sample collection, preparation and delivery. Any defects in sample collection or preparation by such third parties and any delays in delivery of such samples could cause errors in our test reports and delay our ability to deliver test reports in a timely manner, which could significantly harm our business.*

The tissue samples that we test are biopsied, preserved, prepared and delivered to us by third parties, including dermatopathologists and laboratory facilities. As such, we rely on these third parties to prepare, label and deliver the tissue samples that we test in compliance with applicable laws and guidelines, and in a timely manner. Therefore, the accuracy and correctness of the test reports that we deliver are dependent on proper chain of custody and appropriate methods of sample collection or preparation utilized by these third parties, and our ability to timely deliver reports is dependent upon the ability of these third parties to provide these samples to us in a timely manner. The ability of these third parties to provide these samples

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to us in a timely manner could be delayed by events beyond our control, including but not limited to natural disasters and public health epidemics, such as the COVID-19 pandemic. Any errors in any part of the sample collection or preparation process could cause us to deliver incorrect test reports, potentially resulting in harm to patients whose physicians implement a change in treatment decisions based upon our test report. If we are unable to timely deliver test reports, physicians may be less likely to recommend and order our products. The occurrence of any of the foregoing could significantly harm our reputation and our results of operations, causing significant harm to our business.

We rely on our database of samples for the development and improvement of our products. Depletion or loss of our samples could significantly harm our business.

The development and validation of accurate products is a complex process that requires access to tissue specimens and long-term outcomes data. Our research and development efforts to improve our existing commercial products and develop new pipeline products may require the depletion of our existing database of samples. If our samples are lost or destroyed, or substantially depleted before we are able to generate meaningful data, we may be unable to improve our existing products, continue the development of pipeline products or validate product candidates. While we have historically been able to create and maintain a large sample bank to expand the clinical use of our products and develop new products, we may be unable to do so in the future. If we were unable to maintain or replenish our sample bank, we may be unable to improve our products or develop new products.

If our primary clinical laboratory facility becomes damaged or inoperable or we are required to vacate our existing facility, our ability to conduct our laboratory analysis and pursue our research and development efforts may be jeopardized.*

We currently perform most of our testing and store our database of tumor samples at our primary clinical laboratory facility in Phoenix, Arizona. Our facility and equipment could be harmed or rendered inoperable by natural or man-made disasters, including war, fire, earthquake, power loss, communications failure, terrorism, burglary, public health crises (including restrictions that may be imposed on businesses by state and local governments under stay-at-home or similar orders and mandates) or other events, which may make it difficult or impossible for us to perform our testing services for some period of time or to receive and store samples. The inability to perform tests or to reduce the backlog of sample analysis that could develop if our facility becomes inoperable, for even a short period of time, may result in the loss of revenue, loss of customers or harm to our reputation, and we may be unable to regain that revenue, those customers or repair our reputation in the future. Furthermore, integral parties in our supply chain are operating from single sites, increasing their vulnerability to natural disasters and man-made disasters or other sudden, unforeseen and severe adverse events.

In addition, the loss of our tissue samples due to such events could limit or prevent our ability to conduct research and development analysis on existing tests as well as tests in active pipeline development.

While we have a business continuity plan in place, and have an additional laboratory facility in close proximity to our primary facility to support our growth and provide certain operational redundancy, our facilities and the equipment we use to perform our testing and research and development could be unavailable or costly and time-consuming to repair or replace. It would be difficult, time-consuming and expensive to rebuild our facilities, to locate and qualify a new facility, replace certain pieces of equipment or license or transfer our proprietary technology to a third-party, particularly in light of licensure and accreditation requirements. Even in the unlikely event that we are able to find a third party with such qualifications to enable us to resume our operations, we may be unable to negotiate commercially reasonable terms.

We carry insurance for damage to our property and the disruption of our business, but this insurance may not cover all of the risks associated with damage or disruption to our business, may not provide coverage in amounts sufficient to cover our potential losses and may not continue to be available to us on acceptable terms, if at all.

Our current or future products may not achieve or maintain significant commercial market acceptance.

We believe our commercial success is dependent upon our ability to continue to successfully market and sell our products, to continue to expand our current relationships and develop new relationships with healthcare providers, to expand and maintain coverage for our products, and to develop and commercialize new products. Our ability to achieve and maintain commercial market acceptance of our existing and future products will depend on a number of factors, including:

•our ability to increase awareness of our products through successful clinical utility and validity studies;

•the rate of adoption of our products by physicians and other healthcare providers;

•our ability to achieve guideline inclusion for our products;

•the timeliness with which we can provide our clinical reports to the ordering physician;

•the timing and scope of any regulatory approval for our products, if such approvals become required, and maintaining ongoing compliance with regulatory requirements;

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•our ability to obtain and maintain positive coverage decisions for our products from government and commercial payors;

•our ability to obtain and maintain adequate reimbursement from third-party payors, including Medicare, Medicare Advantage plans and BlueCross BlueShield plans, which accounted for an aggregate of approximately 92% and 93% of our total revenue for the years ended December 31, 2021, and 2020, respectively;

•the impact of our investments in research and development and commercial growth;

•negative publicity regarding our or our competitors’ products resulting from scientific publications, or defects or errors in the products; and

•our ability to further validate our products through clinical research and accompanying publications.

We cannot assure you that we will be successful in addressing each of these factors or other factors that might affect the market acceptance of our products. If we are unsuccessful in achieving and maintaining market acceptance of our products, our business and results of operations will suffer.

New product development involves a lengthy and complex process, and we may be unable to develop and commercialize, or receive reimbursement for, on a timely basis, or at all, new products.

We continually seek to develop new product offerings, which requires us to devote considerable resources to research and development. Before we can commercialize a new pipeline product, we will need to expend significant resources in order to conduct substantial research and development, including clinical utility and validity studies, and further develop and scale our laboratory processes and infrastructure to accommodate additional products. For example, in 2021, we launched our innovative pipeline to develop a genomic test aimed at predicting response to systemic therapy in patients with moderate to severe psoriasis, atopic dermatitis and related inflammatory skin conditions. We have initiated a 4,800 patient, prospective, multi-center clinical study to develop and validate this inflammatory skin disease pipeline test with the expectation of having initial validation and development data in 2023 and in launching this pipeline test by the end of 2025.

Our product development process takes time and involves a high degree of risk, and such development efforts may fail for many reasons, including failure of the product to perform as expected, failure to successfully complete analytic and clinical validation, or failure to demonstrate the clinical utility of the product.

As we develop new products, we will have to make significant investments in research and development, marketing, selling, coverage and reimbursement activities. Typically, few research and development projects result in a commercialized product, and there can be no assurance that we will be able to successfully develop new products that can be commercialized. At any point, we may abandon development of a product or we may be required to expend considerable resources conducting research, which would adversely affect the timing for generating potential revenue from a new product and our ability to invest in other products in our pipeline. If a clinical validation study fails to demonstrate the prospectively defined endpoints of the study or if we fail to sufficiently demonstrate analytical validity or clinical utility, we might choose to abandon the development of the product, which could harm our business. In addition, competitors may develop and commercialize competing products or technologies faster than us or at a lower cost.

We may experience limits on our revenue if we are unable to increase and support adoption of our products by physicians and other healthcare providers.*

Physicians and other healthcare providers may be unwilling to adopt our products due to their reliance on existing traditional clinical and pathology staging criteria and our ability to generate revenue from our products would be significantly impaired if we were unable to educate physicians, healthcare providers, patients and third-party payors about the benefits and advantages of our products. The COVID-19 crisis has impacted our in-person healthcare interactions, such as field-based sales and medical affairs, and we have had to convert visits, programs and projects to be performed online and by telephone. Although our in-person healthcare interactions have returned to more normal levels, they may become subject to restrictions or cancellations from time to time, due to the uncertainties surrounding the duration, extent and ongoing impacts of the COVID-19 crisis, possibly impacting the effectiveness of our efforts. We will need to continue to educate physicians and pathologists about the benefits and cost-effectiveness of our products through published papers, presentations at scientific conferences, one-on-one marketing efforts by our sales force and one-on-one education by our medical affairs team. However, physicians and other healthcare providers may be reluctant to adopt our products in circumstances where our products are not incorporated into the current standard of care or practice guidelines. For example, while clinical utility of DecisionDx-Melanoma has been demonstrated in peer-reviewed publications, the SLNB surgery is the most widely used staging tool for determining a cutaneous melanoma patient’s metastatic risk. Whether healthcare providers adopt DecisionDx-Melanoma as a complementary or triage diagnostic method relative to the SLNB surgery will depend on our ability to increase awareness of DecisionDx-Melanoma and its clinical validation.

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In addition, all of our testing services are performed by our certified laboratory located in Phoenix, Arizona, under the Clinical Laboratory Improvement Amendments of 1988 (“CLIA”) rather than by local laboratory or pathology practices. Accordingly, it may be difficult for us to collect samples from pathologists, and pathologists may be reluctant to support our testing services.

We rely on limited or sole suppliers for some of the reagents, equipment, chips and other materials used by our products, and we may not be able to find replacements or transition to alternative suppliers.

We rely on limited or sole suppliers for certain reagents and other materials and components that we use for our products. Some of these items are unique to these suppliers and vendors. While we have developed alternate sourcing strategies for these materials and vendors, we cannot be certain whether these strategies will be effective or the alternative sources will be available when we need them. If these suppliers can no longer provide us with the materials we need, if the materials do not meet our quality specifications or are otherwise unusable, if we cannot obtain acceptable substitute materials, or if we elect to change suppliers, an interruption in laboratory operations could occur, we may not be able to deliver patient reports on a timely basis, or at all, and we may incur higher one-time switching costs. Any such interruption may significantly affect our future revenue, cause us to incur higher costs, and harm our customer relationships and reputation. In addition, in order to mitigate these risks, we maintain inventories of these supplies at higher levels than would be the case if multiple sources of supply were available. If our testing volume decreases or we switch suppliers, we may hold excess supplies with expiration dates that occur before use which would adversely affect our losses and cash flow position. As we introduce any new products, we may experience supply issues as we ramp test volume. If we should encounter delays or difficulties in securing, reconfiguring or revalidating the equipment, reagents or other materials we require for our products, our business, financial condition, results of operations and reputation could be adversely affected.

If our products do not meet the expectations of physicians and patients, our operating results, reputation and business could suffer.

Our success depends on physician and patient confidence that we can provide reliable, high-quality information that will improve treatment outcomes, lower healthcare costs and enable better patient care. We believe that patients, physicians and other healthcare providers are likely to be particularly sensitive to defects and errors in our products, including if our products fail to accurately predict risk of metastasis with high accuracy from samples, and there can be no guarantee that our products will meet their expectations. As a result, the failure of our products to perform as expected could significantly impair our operating results and our reputation, including if we become subject to legal claims arising from any defects or errors in our products or reports.

If we are unable to compete successfully, our business will suffer and we may be unable to increase or sustain our revenue or achieve profitability.

We face competition from companies and academic institutions that have either developed or may seek to develop products intended to compete with our products.

In addition, competitors may develop their own versions of our solutions in countries where we do not have patents or where our intellectual property rights are not recognized and compete with us in those countries, including encouraging the use of their solutions by physicians in other countries.

Some potential competitors may have longer operating histories, larger customer bases, greater brand recognition and market penetration, substantially greater financial, technological and research and development resources and selling and marketing capabilities, and more experience dealing with third-party payors. As a result, they may be able to respond more quickly to changes in customer requirements, devote greater resources to the development, promotion and sale of their products than we do or sell their products at prices designed to win significant levels of market share. We may not be able to compete effectively against these organizations. Increased competition and cost-saving initiatives on the part of governmental entities and other third-party payors are likely to result in pricing pressures, which could harm our sales, profitability or ability to gain market share. In addition, competitors may be acquired by, receive investments from or enter into other commercial relationships with larger, well-established and well-financed companies. Certain potential competitors may be able to secure key inputs from vendors on more favorable terms, devote greater resources to marketing and promotional campaigns, adopt more aggressive pricing policies and devote substantially more resources to test development than we can. In addition, companies or governments that control access to testing through umbrella contracts or regional preferences could promote our competitors or prevent us from performing certain services. If we are unable to compete successfully against current and future competitors, our business will suffer and we may be unable to increase market acceptance and sales of our products, which could prevent us from increasing our revenue or achieving profitability and could cause our stock price to decline. As we add new tests and services, we will face many of these same competitive risks for these new tests.

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The sizes of the markets for our current and future products have not been established with precision and may be smaller than we estimate.*

Our estimates of the total addressable markets for the DecisionDx-Melanoma, DecisionDx-UM, DecisionDx-SCC, myPath Melanoma, DecisionDx DiffDx-Melanoma, TissueCypher for BE and IDgenetix tests are based on a number of internal and third-party estimates, including, without limitation, the annual rate of patients with the applicable indications, the list price of our products relative to the reimbursement we expect to receive from third-party payors and the assumed prices at which we can sell our products in markets that have not been established. For example, we estimate that the total addressable market for DecisionDx-Melanoma is approximately $540 million, which is based, in part, on our review of multiple publications which show that diagnosis of melanoma is underreported by 30% to 72%. While we believe our assumptions and the data underlying our estimates are reasonable, these assumptions and estimates may not be correct and the conditions supporting our assumptions or estimates may change at any time, thereby reducing the predictive accuracy of these underlying factors. As a result, our estimates of the annual total addressable market for our current or future products may prove to be incorrect. If the actual number of patients who would benefit from our products, the price at which we can sell future products, or the annual total addressable market for our products is smaller than we have estimated, it may impair our sales growth and have an adverse impact on our business.

The diagnostic testing industry is subject to rapid change, which could make our current or future products obsolete.

Our industry is characterized by rapid changes, including technological and scientific breakthroughs, frequent new product introductions and enhancements and evolving industry standards, all of which could make our current products and the other products we are developing obsolete. Our future success will depend on our ability to keep pace with the evolving needs of physicians and patients on a timely and cost-effective basis and to pursue new market opportunities that develop as a result of scientific and technological advances. In recent years, there have been numerous advances in technologies relating to the diagnosis and treatment of cancer. There have also been advances in methods used to analyze very large amounts of molecular information. We must continuously enhance our existing products and develop new products to keep pace with evolving standards of care. If we do not update our products to reflect new scientific knowledge about cancer biology, information about new cancer therapies or relevant clinical studies, our products could become obsolete and sales of our current products and any new products we develop could decline or fail to grow as expected.

Risks Related to Reimbursement and Government Regulation

We currently have limited reimbursement coverage for our lead product, DecisionDx-Melanoma, and if third-party payors, including government and commercial payors, do not provide sufficient coverage of, or adequate reimbursement for, our products, our commercial success, including revenue, will be negatively affected.*

Our revenue depends on achieving broad coverage and adequate reimbursement for our products from third-party payors, including both government and commercial third-party payors. If third-party payors do not provide coverage of, or do not provide adequate reimbursement for, a substantial portion of the list price of our products, we may need to seek additional payment from the patient beyond any co-payments and deductibles, which may adversely affect demand for our products. Coverage determinations by a third-party payor may depend on a number of factors, including, but not limited to, a third-party payor’s determination of whether our products are appropriate, medically necessary or cost-effective. If we are unable to provide third-party payors with sufficient evidence of the clinical utility and validity of our products, they may not provide coverage, or may provide limited coverage, which will adversely affect our revenues and our ability to succeed. To the extent that more competitors enter our markets, the availability of coverage and the reimbursement rate for our products may decrease as we encounter pricing pressure from these competitors.

Since each third-party payor makes its own decision as to whether to establish a policy to cover our products, enter into a contract with us and set the amount it will reimburse for a product, these negotiations are a time-consuming and costly process, and they do not guarantee that the third-party payor will provide coverage or adequate reimbursement for our products. In addition, the determinations by a third-party payor whether to cover our products and the amount it will reimburse for them are often made on an indication-by-indication basis.

In cases where there is no coverage policy or we do not have a contracted rate for reimbursement as a participating provider, the patient is typically responsible for a greater share of the cost of the product, which may result in further delay of our revenue, increase our collection costs or decrease the likelihood of collection.

Our claims for reimbursement from third-party payors may be denied upon submission, and we may need to take additional steps to receive payment, such as appealing the denials. Such appeals and other processes are time-consuming and expensive and may not result in payment. Third-party payors may perform audits of historically paid claims and attempt to recoup funds years after the funds were initially distributed if the third-party payors believe the funds were paid in error or determine that our products were medically unnecessary. If a third-party payor audits our claims and issues a negative audit finding, and we are not able to overturn the audit findings through appeal, the recoupment may result in a material adverse effect on our revenue.

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Additionally, in some cases commercial third-party payors for whom we are not a participating provider may elect at any time to review claims previously paid and determine the amount they paid was too much. In these situations, the third-party payor will typically notify us of their decision and then offset whatever amount they determine they overpaid against amounts they owe us on current claims. We cannot predict when, or how often, a third-party payor might engage in these reviews and we may not be able to dispute these retroactive adjustments.

Under ASC 606, we recognize revenue at the amount we expect to be entitled, subject to a constraint for variable consideration, in the period in which our tests are delivered to the treating physician. We have determined that our contracts contain variable consideration under ASC 606 because the amounts paid by third-party payors may be paid at less than our standard rates or not paid at all, with such differences considered implicit price concessions. Variable consideration is recognized only to the extent it is probable that a significant reversal of revenue will not occur in future periods when the uncertainties are resolved.

Variable consideration is evaluated each reporting period and adjustments are recorded as increases or decreases in revenues. Variable consideration for Medicare claims that are not covered by an LCD or otherwise, including those claims undergoing appeal, is deemed to be fully constrained due to factors outside our influence (i.e., judgment or actions of third parties) and the uncertainty of the amount to be received is not expected to be resolved for a long period of time. For these fully constrained claims, we generally recognize revenue in the period the uncertainties are resolved, if favorable. In June 2017 we submitted to the Office of Medicare Hearings and Appeals (“OMHA”) a request to participate in an appeal program developed with the intent of providing appellants a means to have large volumes of claim disputes adjudicated at an accelerated rate. We submitted 2,698 DecisionDx-Melanoma claims dating from 2013 through spring 2017 for adjudication on a consolidated basis. In March 2020, OMHA issued a decision denying payment on all of these claims. In accordance with ASC 606 and consistent with prior periods, we have not recognized (fully constrained the variable consideration) any revenues attributable to these claims in our consolidated financial statements pending the outcome of this matter. We have appealed this decision, but there can be no assurances regarding the timing or the outcome of this or any other appeal decision. Due to potential future changes in Medicare coverage policies and appeal cycles, insurance coverage policies, contractual rates and other trends in the reimbursement of our tests, our revenues may fluctuate significantly from period to period.

Although we are an in-network participating provider with some commercial third-party payors, including several Blue Cross Blue Shield plans, and certain large, national commercial third-party payors, including Aetna, other commercial third-party payors have issued non-coverage policies that currently categorize our tests as experimental or investigational. If we are not successful in obtaining coverage from third-party payors, in reversing existing non-coverage policies, or if other third-party payors issue similar non-coverage policies, this could have a material adverse effect on our business and operations.

Palmetto, the MAC responsible for administering MolDX, the program that assesses molecular diagnostic technologies, issued a final LCD for DecisionDx-Melanoma, which became effective on December 3, 2018, and issued a final expanded LCD effective November 22, 2020. This LCD provides for coverage of DecisionDx-Melanoma for certain SLNB-eligible patients with cutaneous melanoma tumors with clinically negative sentinel node basins who are being considered for SLNB to determine eligibility for adjuvant therapy. The final expanded LCD also covers use of DecisionDx-Melanoma by physicians for assessment of appropriate treatment plans, regardless of the decision to undergo or avoid the SLNB surgery. Similarly, Palmetto issued a final LCD for DecisionDx-UM effective July 10, 2017. This LCD provides for coverage of DecisionDx-UM to determine metastatic risk in connection with the management of a patient’s newly diagnosed uveal melanoma and to guide surveillance and referral to medical oncology for those patients. We worked with Palmetto to obtain these positive coverage decisions through the submission of a detailed dossier of analytical and clinical data to substantiate that the tests meet Medicare’s medical necessity requirements. Per their joint operating agreement, Noridian, the MAC responsible for administering claims for laboratory services performed in Arizona, has adopted the same coverage policy as Palmetto for DecisionDx-UM and DecisionDx-Melanoma. This coverage process is lengthy, time-consuming, has changed over time, may change in the future and requires significant dedication of resources, and as we develop new products, we may be unsuccessful in receiving LCD determinations for those products or in maintaining our current LCDs. On a periodic basis, CMS requests bids for its MAC services, and MAC jurisdictions have changed in the past. A change in our MAC, or future changes in the MolDX program, the elimination of the program, or a change in the administrator of that program, may affect our ability to obtain Medicare coverage and reimbursement for products for which we have coverage, for products for which we do not yet have coverage, or for any products we may launch in the future, or delay payments for our tests.

Under Medicare, payment for products like ours is generally made under the CLFS with payment amounts assigned to specific procedure billing codes. In April 2014, Congress passed the Protecting Access to Medicare Act of 2014 (“PAMA”) which included substantial changes to the way in which clinical laboratory services are paid under Medicare. Under PAMA, certain laboratories are required to report to CMS commercial third-party payor payment rates and volumes for each test they perform. CMS uses this data to calculate a weighted median payment rate for each test, which will be used to establish revised Medicare CLFS reimbursement rates for the test. Laboratories that fail to report the required payment information may be subject to substantial civil monetary penalties. We bill Medicare for our products, and therefore we are subject to reporting requirements under PAMA.

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In the second quarter of 2020, we submitted our technical assessment dossier for DecisionDx-SCC to Palmetto and Noridian. The dossier was accepted as complete in the third quarter of 2020. In early 2021, we submitted our technical assessment dossier for DecisionDx DiffDx-Melanoma. The dossier was accepted as complete in the first quarter of 2021. We are unable to predict when draft LCDs for DecisionDx-SCC and DecisionDx DiffDx-Melanoma will be posted and there is no assurance that any draft or final LCD will match our expectations, be posted in a timeframe consistent with our historical experience or will be posted at all.

In the second quarter of 2021, Palmetto and the other MACs that participate in the MolDX program each released a revised draft LCD for DecisionDx-Melanoma. The draft LCD includes commentary about two publications regarding the clinical utility of GEP tests and includes an assessment stating that the new data is not sufficient to change the coverage criteria. There was an open public comment period, and we submitted comments in support of Medicare coverage. The comment period ended on August 8, 2021. Potential outcomes following the public comment period include the posting of a final LCD consistent with the draft LCD, issuing a final LCD with coverage changes or not issuing a final LCD at all. We are unable to predict the ultimate outcome of this matter.

If we are unable to obtain and maintain adequate reimbursement rates from commercial third-party payors, this may adversely affect our Medicare rate. It is unclear what impact new pricing structures, such as those adopted under PAMA, may have on our business, financial condition, results of operations or cash flows.

The U.S. federal government continues to show significant interest in pursuing healthcare reform and reducing healthcare costs. Similarly, commercial third-party payors may seek to reduce costs by limiting coverage or reducing reimbursement for our products. Any government-adopted reform measures or changes to commercial third-party payor coverage and reimbursement policies could cause significant pressure on the pricing of, and reimbursement for, healthcare products and services, including our products, which could decrease demand for our products, and adversely affect our sales and revenue.

In addition, some third-party payors have implemented, or are in the process of implementing, laboratory benefit management programs, often using third-party benefit managers to manage these programs. The stated goals of these programs are to help improve the quality of outpatient laboratory services, support evidence-based guidelines for patient care and lower costs. The impact on laboratories, such as ours, of active laboratory benefit management by third parties is unclear, and we expect that it could have a negative impact on our revenue in the short term. It is possible that third-party payors will resist reimbursement for the products that we offer, in favor of less expensive products, may require pre-approval for our products or may impose additional pricing pressure on and substantial administrative burden for reimbursement for our products.

We expect to continue to focus substantial resources on increasing coverage and reimbursement for our current products and any future products we may develop. We believe it may take several years to achieve broad coverage and adequate contracted reimbursement with a majority of third-party payors for our products.

However, we cannot predict whether, under what circumstances, or at what payment levels third-party payors will cover and reimburse our products. If we fail to establish and maintain broad adoption of, and coverage and reimbursement for, our products, our ability to generate revenue could be harmed and our future prospects and our business could suffer.

Our products are currently marketed as laboratory developed tests, and any changes in regulations or the FDA’s enforcement discretion for laboratory developed tests, or violations of regulations by us, could adversely affect our business, prospects, results of operations or financial condition.*

The diagnostics industry is highly regulated, and we cannot assure you that the regulatory environment in which we operate will not change significantly and adversely in the future. In many instances, there are no significant regulatory or judicial interpretations of these laws and regulations. Although the FDA has statutory authority to assure that medical devices are safe and effective for their intended uses, the FDA has generally exercised its enforcement discretion and not enforced applicable regulations with respect to in vitro diagnostics that are designed, manufactured and used within a single laboratory. These tests are referred to as laboratory developed tests (“LDTs”). We currently market our products as LDTs.

The FDA has adopted a policy of enforcement discretion with respect to LDTs whereby the FDA does not actively require premarket review of LDTs or otherwise impose its requirements applicable to other medical devices on LDTs. However, the FDA has stated its intention to modify its enforcement discretion policy with respect to LDTs. The FDA could ultimately modify its current approach to LDTs in a way that would subject our products marketed as LDTs to the enforcement of additional regulatory requirements. Moreover, legislative measures have recently been proposed in Congress that, if ultimately enacted, could provide the FDA with additional authority to require premarket review of and regulate LDTs. If and when such changes to the regulatory framework occur, we could for the first time be subject to enforcement of regulatory requirements as a device manufacturer such as registration and listing requirements, medical device reporting requirements and the requirements of the FDA’s Quality System Regulation. We may be required to conduct clinical trials prior to continuing to sell our existing products or launching any other products we may develop. This may increase the cost of conducting, or otherwise harm, our business.

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Moreover, even if the FDA does not modify its policy of enforcement discretion, the FDA may disagree that we are marketing our LDTs within the scope of its policy of enforcement discretion and may impose significant regulatory requirements. While we believe that we are currently in material compliance with applicable laws and regulations as historically enforced by the FDA, we cannot assure you that the FDA will agree with our determination. A determination that we have violated these laws and regulations, or a public announcement that we are being investigated for possible violations, could adversely affect our business, prospects, results of operations or financial condition.

If the FDA begins to actively regulate our diagnostic products, we may be required to obtain premarket clearance under Section 510(k) of the U.S. Federal Food, Drug and Cosmetic Act (“FDCA”) or a premarket approval (“PMA”). The process for submitting a 510(k) premarket notification and receiving FDA clearance usually takes from three to 12 months, but it can take significantly longer and clearance is never guaranteed. The process for submitting and obtaining FDA approval of a PMA is much more costly, lengthy and uncertain. It generally takes from one to three years or even longer, and approval is not guaranteed. PMA approval typically requires extensive clinical data and can be significantly longer, more expensive and more uncertain than the 510(k) clearance process. Despite the time, effort and expense expended, there can be no assurance that a particular device ultimately will be cleared or approved by the FDA through either the 510(k) clearance process or the PMA process on a timely basis, or at all. Moreover, there can be no assurance that any cleared or approved labeling claims will be consistent with our current claims or adequate to support continued adoption of and reimbursement for our products. If premarket review is required for some or all of our products, the FDA may require that we stop selling our products pending clearance or approval, which would negatively impact our business. Even if our products are allowed to remain on the market prior to clearance or approval, demand or reimbursement for our products may decline if there is uncertainty about our products, if we are required to label our products as investigational by the FDA, or if the FDA limits the labeling claims we are permitted to make for our products. As a result, we could experience significantly increased development costs and a delay in generating additional revenue from our products, or from other pipeline products.

If the FDA imposes significant changes to the regulation of LDTs it could reduce our revenues or increase our costs and adversely affect our business, prospects, results of operations or financial condition.

We conduct business in a heavily regulated industry, and failure to comply with federal, state and foreign laboratory licensing requirements and the applicable requirements of the FDA or any other regulatory authority, could cause us to lose the ability to perform our tests, experience disruptions to our business, or become subject to administrative or judicial sanctions.*

The diagnostics industry is highly regulated, and the laws and regulations governing the marketing of diagnostic tests are extremely complex. Areas of the regulatory environment that may affect our ability to conduct business include, without limitation:

•federal and state laws applicable to test ordering, documentation of tests ordered, billing practices and claims payment and/or regulatory agencies enforcing those laws and regulations;

•federal and state fraud and abuse laws;

•federal and state laboratory anti-mark-up laws;

•coverage and reimbursement levels by Medicare, Medicaid, other governmental payors and private insurers;

•restrictions on coverage of and reimbursement for tests;

•federal and state laws governing laboratory testing, including CLIA, and state licensing laws and accreditation requirements;

•federal and state laws and enforcement policies governing the development, use and distribution of diagnostic medical devices, including LDTs;

•federal, state and local laws governing the handling and disposal of medical and hazardous waste;

•federal and state Occupational Safety and Health Administration rules and regulations; and

•the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and similar state data privacy laws.

In particular, the FDCA defines a medical device to include any instrument, apparatus, implement, machine, contrivance, implant, in vitro reagent, or other similar or related article, including a component, part, or accessory, intended for use in the diagnosis of disease or other conditions, or in the cure, mitigation, treatment, or prevention of disease, in man or other animals. Our products are considered by the FDA to be subject to regulation as medical devices, and marketed under FDA’s policy of enforcement discretion for LDTs. Among other things, pursuant to the FDCA and its implementing regulations, the FDA regulates the research, testing, manufacturing, safety, labeling, storage, recordkeeping, premarket clearance or approval, marketing and promotion, and sales and distribution of medical devices in the United States to ensure that medical products

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distributed domestically are safe and effective for their intended uses. In addition, the FDA regulates the import and export of medical devices manufactured between the United States and international markets.

We are also subject to CLIA, a federal law that regulates clinical laboratories that perform testing on specimens derived from humans for the purpose of providing information for the diagnosis, prevention or treatment of disease. CLIA regulations establish specific standards with respect to personnel qualifications, facility administration, proficiency testing, quality control, quality assurance and inspections. Any testing subject to CLIA regulation must be performed in a CLIA certified or accredited lab. CLIA certification or accreditation is also required in order for us to be eligible to bill state and federal healthcare programs, as well as commercial third-party payors, for our products.

We have a current CLIA accreditation under the College of American Pathologists (“CAP”) program to conduct our tests at our clinical reference laboratory in Phoenix, Arizona. CAP maintains a clinical laboratory accreditation program. While not required for the operation of a CLIA-certified laboratory, many private insurers require CAP accreditation as a condition to contracting with clinical laboratories to cover their tests. In addition, some countries outside the United States require CAP accreditation as a condition to permitting clinical laboratories to test samples taken from their citizens. CAP accredited laboratories are surveyed for compliance with CAP standards every two years in order to maintain accreditation. Failure to maintain CAP accreditation could have a material adverse effect on the sales of our products and the results of our operations. Therefore, to maintain our CLIA accreditation, we have elected to be subject to survey and inspection every two years by CAP. Moreover, CLIA inspectors may make random inspections of our laboratory from time to time.

Our most recent CAP inspection occurred in the fourth quarter of 2020 and our CLIA accreditation certificate expires on December 20, 2022.

In addition, certain states require our laboratory to be licensed in such states in order to test specimens from those states. Accordingly, our laboratory is also licensed by California, Maryland, New York, Pennsylvania and Rhode Island. Other states may have similar requirements or may adopt similar requirements in the future.

Although we have obtained licenses from states where we believe we are required to be licensed, we may become aware of other states that require out-of-state laboratories to obtain licensure in order to accept specimens from the state, and it is possible that other states currently have such requirements or will have such requirements in the future.

In order to test specimens from New York, LDTs must be approved by the New York State Department of Health (“NYSDOH”) on a test-by-test basis before they are offered. Our laboratory director must also be separately qualified to be a laboratory director in New York. DecisionDx-Melanoma, DecisionDx-UM, DecisionDx-PRAME, DecisionDx-SCC and DecisionDx DiffDx-Melanoma have each been formally approved. Our laboratory director has been qualified by NYSDOH. We are subject to periodic inspection by the NYSDOH and are required to demonstrate ongoing compliance with NYSDOH regulations and standards. To the extent NYSDOH identified any non-compliance and we are unable to remedy such non-compliance, the State of New York could withdraw approval for our products. We will need to seek NYSDOH approval of any future LDTs we develop and want to offer for clinical testing to New York residents, and there can be no assurance that we will be able to obtain such approval.

We may also be subject to regulation in foreign jurisdictions as we seek to expand international utilization of our products or such jurisdictions adopt new licensure requirements, which may require review of our products in order to offer them or may have other limitations such as restrictions on the transport of human tissue samples necessary for us to perform our tests that may limit our ability to make our products available outside of the United States. Complying with licensure requirements in new jurisdictions may be expensive, time-consuming and subject us to significant and unanticipated delays.

Failure to comply with applicable clinical laboratory licensure requirements may result in a range of enforcement actions, including suspension, limitation or revocation of our CLIA accreditation and/or state licenses, imposition of a directed plan of action, onsite monitoring, civil monetary penalties, criminal sanctions and revocation of the laboratory’s approval to receive Medicare and Medicaid payment for its services, as well as significant adverse publicity. Any sanction imposed under CLIA, its implementing regulations, or state or foreign laws or regulations governing clinical laboratory licensure or our failure to renew our CLIA accreditation, or a state or foreign license, could have a material adverse effect on our business, financial condition and results of operations. Even if we were able to bring our laboratory back into compliance, we could incur significant expenses and potentially lose revenue in doing so.

Doing business with the public sector, including the U.S. government, subjects us to risk of audits, investigations, sanctions and penalties.*

We have entered into, and may enter into in the future, contracts with the U.S. government or other governmental entities, and this subjects us to statutes and regulations applicable to companies doing business with the government. Government contracts normally contain additional requirements that may increase our costs of doing business, reduce our profits (or increase our losses) and expose us to liability for failure to comply with these terms and conditions. Such requirements may include

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mandatory socioeconomic compliance requirements, including labor requirements, non-discrimination and affirmative action programs and environmental compliance requirements. Being a government contractor also subjects us to reviews, audits and investigations regarding our compliance. If we fail to comply with our obligations associated with being a government contractor, our contracts may be subject to termination, and we may be subject to financial and/or other liability under our contracts, which could adversely affect our results of operations.

The FDA may modify its enforcement discretion policy with respect to LDTs in a risk-based manner, and we may become subject to extensive regulatory requirements and may be required to conduct additional clinical trials prior to continuing to sell our existing tests or launching any other tests we may develop, which may increase the cost of conducting, or otherwise harm, our business.

If the FDA changes or ends its policy of enforcement discretion with respect to LDTs, and our products become subject to the FDA’s requirements for premarket review of medical devices, we may be required to cease commercial sales of our products and conduct clinical trials prior to making submissions to the FDA to obtain premarket clearance or approval. If we are required to conduct such clinical trials, delays in the commencement or completion of clinical trials could significantly increase our product development costs and delay commercialization of any currently marketed testing that we may be required to cease selling or the commercialization of any future tests that we may develop. Many of the factors that may cause or lead to a delay in the commencement or completion of clinical trials may also ultimately lead to delay or denial of regulatory clearance or approval. The commencement of clinical trials may be delayed due to insufficient patient enrollment, which is a function of many factors, including the size of the patient population, the nature of the protocol, the proximity of patients to clinical sites and the eligibility criteria for the clinical trial.

The FDA requires medical device manufacturers to comply with, among other things, current good manufacturing practices for medical devices, known as the Quality System Regulation, which requires manufacturers to follow elaborate design, testing, control, documentation and other quality assurance procedures during the manufacturing process; the medical device reporting regulation, which requires that manufacturers report to the FDA if their device may have caused or contributed to a death or serious injury or malfunctioned in a way that would likely cause or contribute to a death or serious injury if it were to recur; labeling regulations, including the FDA’s general prohibition against promoting products for unapproved or ‘‘off-label’’ uses; and the reports of corrections and removals regulation, which requires manufacturers to report to the FDA if a device correction or removal was initiated to reduce a risk to health posed by the device or to remedy a violation of the FDCA caused by the device which may present a risk to health.

Even if we were able to obtain FDA clearance or approval for one or more of our products, if required, a diagnostic test may be subject to limitations on the indications for which it may be marketed or to other regulatory conditions. In addition, such clearance or approval may contain requirements for costly post-market testing and surveillance to monitor the safety or efficacy of the test.

In addition, the FDA’s and other regulatory authorities’ policies may change and additional government regulations may be enacted that could prevent, limit or delay regulatory approvals. If we are slow or unable to adapt to changes in existing requirements or the adoption of new requirements or policies, or if we are not able to maintain regulatory compliance, we may lose any marketing authorization that we may have obtained and we may not achieve or sustain profitability, which would adversely affect our business, prospects, financial condition and results of operations.

Interim, topline and preliminary data from our clinical studies that we announce or publish from time to time may change as more data become available and are subject to audit and verification procedures that could result in material changes in the final data.

From time to time, we may publicly disclose preliminary or topline data from our clinical studies, which is based on a preliminary analysis of then-available data, and the results and related findings and conclusions are subject to change following a more comprehensive review of the data related to the particular study. We also make assumptions, estimations, calculations and conclusions as part of our analyses of data, and we may not have received or had the opportunity to fully and carefully evaluate all data. As a result, the topline results that we report may differ from future results of the same studies, or different conclusions or considerations may qualify such results once additional data have been received and fully evaluated. Topline data also remain subject to audit and verification procedures that may result in the final data being materially different from the preliminary data we previously published. As a result, topline data should be viewed with caution until the final data are available. From time to time, we may also disclose interim data from our clinical studies. Interim data from clinical studies that we may complete are subject to the risk that one or more of the clinical outcomes may materially change as more patient data become available. Adverse differences between preliminary or interim data and final data could significantly harm our reputation and marketing efforts.

Further, others, including healthcare providers or payors, may not accept or agree with our assumptions, estimates, calculations, conclusions or analyses or may interpret or weigh the importance of data differently, which could impact the value of the

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particular program, the approvability or commercialization of the particular product candidate or product and our company in general. In addition, the information we choose to publicly disclose regarding a particular study is based on what is typically extensive information, and you or others may not agree with what we determine is the material or otherwise appropriate information to include in our disclosure, and any information we determine not to disclose may ultimately be deemed significant with respect to future decisions, conclusions, views, activities or otherwise regarding our business. If the topline or interim data that we report differ from actual results, or if others, including healthcare providers or payors, disagree with the conclusions reached, our ability to commercialize, our product candidates may be harmed, which could harm our business, operating results, prospects or financial condition.

Changes in healthcare policy could increase our costs, decrease our revenues and impact sales of and reimbursement for our products.

In March 2010, the ACA became law. This law substantially changed the way healthcare is financed by both government and commercial third-party payors, and significantly impacted our industry. The ACA contains a number of provisions that are expected to impact our business and operations, some of which in ways we cannot currently predict, including those governing enrollment in state and federal healthcare programs, reimbursement changes and fraud and abuse, which impact existing state and federal healthcare programs and will result in the development of new programs. Among other things, the ACA required medical device manufacturers to pay a sales tax equal to 2.3% of the price for which such manufacturer sells its medical devices, and began to apply to sales of taxable medical devices after December 31, 2012, but was suspended in 2016. Further, the 2020 federal spending package permanently eliminated, effective January 1, 2020, the medical device tax and “Cadillac” tax on high-cost employer-sponsored health coverage and, effective January 1, 2021, also eliminated the health insurer tax.

Since 2016, there have been efforts to repeal all or part of the ACA, and the previous administration and the U.S. Congress have taken action to roll back certain provisions of the ACA.

For example, on June 17, 2021, the U.S. Supreme Court dismissed a challenge on procedural grounds that argued the ACA is unconstitutional in its entirety because the “individual mandate” was repealed by Congress. Thus, the ACA will remain in effect in its current form. Further, prior to the U.S. Supreme Court ruling, on January 28, 2021, President Biden issued an executive order that initiated a special enrollment period for purposes of obtaining health insurance coverage through the ACA marketplace, which began on February 15, 2021, and remained open through August 15, 2021. The executive order also instructed certain governmental agencies to review and reconsider their existing policies and rules that limit access to healthcare, including among others, reexamining Medicaid demonstration projects and waiver programs that include work requirements, and policies that create unnecessary barriers to obtaining access to health insurance coverage through Medicaid or the ACA. It is possible that the ACA will be subject to judicial or Congressional challenges in the future. It is unclear how any such challenges and the healthcare reform measures of the Biden administration will impact the ACA and our business.

On August 2, 2011, the Budget Control Act of 2011 was signed into law, which, among other things, reduced Medicare payments to providers by 2% per fiscal year, effective on April 1, 2013 and, due to subsequent legislative amendments to the statute, including the Infrastructure Investment and Jobs Act, will remain in effect through 2031, unless additional Congressional action is taken. The CARES Act and other COVID-19 relief legislation suspended the 2% Medicare sequester from May 1, 2020, through March 31, 2022. Under current legislation, the actual reduction in Medicare payments will vary from 1% in 2022 to up to 3% in the final fiscal year of this sequester. Further, Congress is considering additional health reform measures as part of other reform initiatives.

We anticipate there will continue to be proposals by legislators at both the federal and state levels, regulators and commercial third-party payors to reduce costs while expanding individual healthcare benefits. For example, it is possible that additional governmental action is taken in response to the COVID-19 crisis. Certain of these changes could impose additional limitations on the prices we will be able to charge for our products, the coverage of or the amounts of reimbursement available for our products from third-party payors, including government and commercial payors.

We are subject to numerous federal and state healthcare statutes and regulations, and complying with laws pertaining to our business is an expensive and time-consuming process. If we are unable to comply, or have not fully complied, with such laws, we could face substantial penalties and a material adverse effect to our business and operations.*

Physicians, other healthcare providers and third-party payors play a primary role in the recommendation of our products. Our arrangements with healthcare providers, third-party payors and customers may expose us to broadly applicable fraud and abuse and other healthcare laws and regulations that affect the business and financial arrangements and relationships through which we market and sell our products. The laws that affect our ability to operate include, but are not limited to:

•the federal Anti-Kickback Statute (“AKS”), which prohibits, among other things, any person or entity from knowingly and willfully soliciting, receiving, offering or paying any remuneration, directly or indirectly, overtly or covertly, in cash or in kind, to induce or reward either the referral of an individual for, or the purchase, order or recommendation of an item or service reimbursable, in whole or in part, under a federal healthcare program, such as the Medicare and

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Medicaid programs. The term ‘‘remuneration’’ has been broadly interpreted to include anything of value, such as specimen collection materials or test kits. There are a number of statutory exceptions and regulatory safe harbors protecting some common activities from prosecution, however these are drawn narrowly. Additionally, a person or entity does not need to have actual knowledge of the statute or specific intent to violate it in order to have committed a violation. Violations are subject to civil and criminal fines and monetary penalties of up to $100,000 for each violation, plus up to three times the remuneration involved, imprisonment of up to ten years and exclusion from government healthcare programs. In addition, the ACA codified case law that a claim including items or services resulting from a violation of the AKS constitutes a false or fraudulent claim for purposes of the federal False Claims Act (“FCA”);

•the Stark Law, which prohibits a physician from making a referral for certain designated health services covered by the Medicare or Medicaid program, including laboratory and pathology services, if the physician or an immediate family member of the physician has a financial relationship with the entity providing the designated health services and prohibits that entity from billing, presenting or causing to be presented a claim for the designated health services furnished pursuant to the prohibited referral, unless an exception applies. Sanctions for violating the Stark Law include denial of payment, civil monetary penalties and exclusion from the federal healthcare programs. Failure to refund amounts received as a result of a prohibited referral on a timely basis may constitute a false or fraudulent claim and may result in civil penalties and additional penalties under the FCA;

•federal civil and criminal false claims laws, such as the FCA, which can be enforced by private citizens through civil qui tam action, and civil monetary penalty laws prohibit individuals or entities from, among other things, knowingly presenting, or causing to be presented through distribution of template medical necessity language or other coverage and reimbursement information, false, fictitious or fraudulent claims for payment or approval by the federal government, including federal healthcare programs, such as Medicare and Medicaid, and knowingly making, using or causing to be made or used a false record or statement material to a false or fraudulent claim, or knowingly making a false statement to improperly avoid, decrease or conceal an obligation to pay money to the federal government. In addition, a claim including items or services resulting from a violation of the AKS constitutes a false or fraudulent claim for purposes of the FCA. Private individuals can bring False Claims Act ‘‘qui tam’’ actions, on behalf of the government and such individuals, commonly known as ‘‘whistleblowers,’’ may share in amounts paid by the entity to the government in fines or settlement. When an entity is determined to have violated the federal civil False Claims Act, the government may impose civil fines and penalties, plus treble damages, and exclude the entity from participation in Medicare, Medicaid and other federal healthcare programs;

•the Eliminating Kickbacks in Recovery Act of 2018 (“EKRA”) prohibits payments for referrals to recovery homes, clinical treatment facilities, and laboratories. EKRA’s reach extends beyond federal healthcare programs to include private insurance (i.e., it is an “all payor” statute). For purposes of EKRA, the term “laboratory” is defined broadly and without reference to any connection to substance use disorder treatment. The law includes a limited number of exceptions, some of which closely align with corresponding federal Anti-Kickback Statute exceptions and safe harbors, and others that materially differ;

•HIPAA, which, among other things, imposes criminal liability for executing or attempting to execute a scheme to defraud any healthcare benefit program, including private third-party payors, knowingly and willfully embezzling or stealing from a healthcare benefit program, willfully obstructing a criminal investigation of a healthcare offense, and knowingly and willfully falsifying, concealing or covering up a material fact or making any materially false, fictitious or fraudulent statement or representation, in connection with the delivery of or payment for healthcare benefits, items or services. Like the AKS, a person or entity does not need to have actual knowledge of the statute or specific intent to violate it in order to have committed a violation;

•HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act (“HITECH”), and their implementing regulations, which imposes privacy, security and breach reporting obligations with respect to individually identifiable health information upon entities subject to the law, such as health plans, healthcare clearinghouses and certain healthcare providers, known as covered entities, and their respective business associates, individuals or entities that perform services for them that involve individually identifiable health information as well as their covered subcontractors. Failure to comply with the HIPAA’s obligations can result in civil monetary penalties, and, in certain circumstances, criminal penalties. HITECH also created new tiers of civil monetary penalties, amended HIPAA to make civil and criminal penalties directly applicable to business associates, and gave state attorneys general new authority to file civil actions for damages or injunctions in U.S. federal courts to enforce HIPAA and seek attorneys’ fees and costs associated with pursuing federal civil actions;

•state laws that prohibit other specified practices, such as billing physicians for tests that they order or providing tests at no or discounted cost to induce physician or patient adoption; insurance fraud laws; waiving coinsurance, copayments, deductibles, and other amounts owed by patients; billing a state Medicaid program at a price that is higher than what is

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charged to one or more other third-party payors employing, exercising control over or splitting professional fees with licensed professionals in violation of state laws prohibiting fee splitting or the corporate practice of medicine and other professions;

•federal and state consumer protection and unfair competition laws, which broadly regulate marketplace activities and activities that potentially harm consumers;

•the federal transparency requirements under the Physician Payments Sunshine Act, created under the ACA, which requires, among other things, certain manufacturers of drugs, devices, biologics and medical supplies reimbursed under Medicare, Medicaid, or the Children’s Health Insurance Program to annually report to CMS information related to payments and other transfers of value provided to physicians (defined to include doctors, dentists, optometrists, podiatrists and chiropractors), other healthcare professionals (such as physician assistants and nurse practitioners) and teaching hospitals and information regarding physician ownership and investment interests, including such ownership and investment interests held by a physician’s immediate family members. Failure to submit required information may result in civil monetary penalties for all payments, transfers of value or ownership or investment interests that are not timely, accurately, and completely reported in an annual submission, and may result in liability under other federal laws or regulations. We believe that we are exempt from these reporting requirements. We cannot assure you, however, that our regulators, principally the federal government, will agree with our determination, and a determination that we have violated these laws and regulations, or a public announcement that we are being investigated for possible violations, could adversely affect our business;

•the prohibition on reassignment of Medicare claims, which, subject to certain exceptions, precludes the reassignment of Medicare claims to any other part;

•state and foreign law equivalents of each of the above federal laws, such as anti-kickback and false claims laws, which may impose similar or more prohibitive restrictions, and may apply to items or services reimbursed by any non-governmental third-party payors, including private insurers; and

•federal, state and foreign laws that govern the privacy and security of health information in certain circumstances, including state health information privacy and data breach notification laws which govern the collection, use, disclosure, and protection of health-related and other personal information, many of which differ from each other in significant ways and often are not pre-empted by HIPAA, thus complicating compliance efforts.

As a clinical laboratory, our business practices may face additional scrutiny from government regulatory agencies such as the Department of Justice, the U.S. Department of Health and Human Services Office of Inspector General (“OIG”) and CMS. Certain arrangements between clinical laboratories and referring physicians have been identified in fraud alerts issued by the OIG as implicating the AKS. The OIG has stated that it is particularly concerned about these types of arrangements because the choice of laboratory, as well as the decision to order laboratory tests, typically are made or strongly influenced by the physician, with little or no input from patients. Moreover, the provision of payments or other items of value by a clinical laboratory to a referral source could be prohibited under the Stark Law unless the arrangement meets all criteria of an applicable exception. The government has been active in enforcement of these laws as they apply to clinical laboratories.

We have entered into consulting and scientific advisory board arrangements, speaking arrangements and clinical research agreements with physicians and other healthcare providers, including some who could influence the use of our products. Because of the complex and far-reaching nature of these laws, regulatory agencies may view these transactions as prohibited arrangements that must be restructured, or discontinued, or for which we could be subject to other significant penalties. We could be adversely affected if regulatory agencies interpret our financial relationships with providers who may influence the ordering of and use of our products to be in violation of applicable laws.

The scope and enforcement of each of these laws is uncertain and subject to rapid change in the current environment of healthcare reform. Federal and state enforcement bodies have recently increased their scrutiny of interactions between healthcare companies, healthcare providers and other third parties, including charitable foundations, which has led to a number of investigations, prosecutions, convictions and settlements in the healthcare industry. It is possible that governmental authorities may conclude that our business practices, including our consulting arrangements with physicians, as well as our financial assistance programs, do not comply with current or future statutes, regulations, agency guidance or case law involving applicable healthcare laws. Responding to investigations can be time and resource-consuming and can divert management’s attention from the business. Any such investigation or settlement could increase our costs or otherwise have an adverse effect on our business.

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Ensuring that our business arrangements with third parties comply with applicable healthcare laws and regulations is costly. If our operations are found to be in violation of any of these laws or any other current or future governmental laws and regulations that may apply to us, we may be subject to significant civil, criminal and administrative penalties, damages, fines, disgorgement, imprisonment, exclusion from government funded healthcare programs, such as Medicare and Medicaid, contractual damages, reputational harm, diminished profits and future earnings, additional reporting obligations and oversight if we become subject to a corporate integrity agreement or other agreement to resolve allegations of non-compliance with these laws, and the curtailment or restructuring of our operations, any of which could substantially disrupt our operations. If any of the physicians or other healthcare providers or entities with whom we do business is found to be not in compliance with applicable laws, they may be subject to significant criminal, civil or administrative sanctions, including exclusions from government funded healthcare programs.

We are subject to certain U.S. anti-corruption, anti-money laundering, export control, sanctions, and other trade laws and regulations and may become subject to their similar foreign equivalents. We can face serious consequences for violations.

U.S. and foreign anti-corruption, anti-money laundering, export control, sanctions, and other trade laws and regulations prohibit, among other things, companies and their employees, agents, legal counsel, accountants, consultants, contractors, and other partners from authorizing, promising, offering, providing, soliciting, or receiving, directly or indirectly, corrupt or improper payments or anything else of value to or from recipients in the public or private sector. Violations of these trade laws can result in substantial criminal fines and civil penalties, imprisonment, the loss of trade privileges, debarment, tax reassessments, breach of contract and fraud litigation, reputational harm, and other consequences. We have direct or indirect interactions with officials and employees of government agencies or government-affiliated hospitals, universities, and other organizations. We also expect that we may engage in non-U.S. activities over time. We expect to rely on third-party suppliers and/or third parties to obtain necessary permits, licenses, and patent registrations. We can be held liable for the corrupt or other illegal activities of our personnel, agents, or partners, even if we do not explicitly authorize or have prior knowledge of such activities. Any violations of the laws and regulations described above may result in substantial civil and criminal fines and penalties, imprisonment, the loss of export or import privileges, debarment, tax reassessments, breach of contract and fraud litigation, reputational harm and other consequences.

We are subject to stringent and changing state, federal, local, foreign, and other privacy and security obligations, and our failure to comply or perceived failure to comply with those obligations could result in regulatory investigations or actions; litigation; fines and penalties; disruptions of our business operations; reputational harm; loss of revenue or profits; loss of customers or sales; and other adverse business consequences.

In the ordinary course of our business, we collect, store, use, transmit, disclose, or otherwise process (“Process”) confidential, proprietary, and sensitive data, including PHI, personal information, credit card and other financial information, intellectual property and proprietary business information owned or controlled by ourselves or our customers, payors and other parties. Our data processing activities subject us to numerous data privacy and security obligations, such as laws, regulations, guidance, industry standards, external and internal privacy and security policies, contracts and other obligations that govern the Processing of personal information by us and on our behalf.

In the United States, numerous federal, state, and local governments have enacted data privacy and security laws, including federal health information privacy laws, state data breach notification laws, state health information privacy laws, and federal and state consumer protection laws (e.g., Section 5 of the Federal Trade Commission Act). For example, HIPAA, as amended by HITECH, imposes specific requirements relating to the privacy, security, and transmission of individually identifiable health information. Additionally, California has enacted several laws governing the Processing of personal information, such as the California Consumer Privacy Act of 2018 (“CCPA”), which provides California residents certain rights relate to their personal information, and the California Confidentiality of Medical Information Act, which restricts the use and disclosure of health information and other personal information. Although the CCPA exempts some personal information processed in the context of clinical trials, the CCPA, to the extent applicable to our business and operations, may increase compliance costs and potential liability with respect to other personal information we maintain about California residents. In addition, other states have enacted or proposed privacy laws, further complicating compliance efforts. Outside the United States, there are also an increasing number of laws, regulations, industry standards and other obligations concerning privacy and security, including for example the European Union’s (“EU”) General Data Protection Regulation (EU) 2016/679 (“GDPR”).

In addition, privacy advocates and industry groups have proposed, and may in the future propose, standards with which we are legally or contractually bound to comply. Moreover, certain jurisdictions have enacted data localization laws and cross-border personal information transfer laws, which could make it more difficult to transfer personal information across jurisdictions (such as transferring or receiving personal information that originates in the EU). Existing mechanisms that may facilitate cross-border personal information transfers may change or be invalidated.

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Our obligations related to data privacy and security are quickly changing in an increasingly stringent fashion, creating some uncertainty as to the effective future legal framework. These laws may be subject to varying interpretations by courts and government stakeholders, creating complex compliance issues for us and our clients. Preparing for and complying with these obligations requires us to devote significant resources (including, without limitation, financial and time-related resources).

These obligations may necessitate changes to our information technologies, systems, and practices and to those of any third parties that process personal information on our behalf. In addition, these obligations may require us to change our business model or to take on more onerous obligations in our contracts. Although we endeavor to comply with all applicable obligations, we may, at times, fail or be perceived to have failed to do so. Moreover, despite our efforts, our personnel or third parties upon whom we rely on may fail to comply with such obligations, which could negatively impact our business operations and compliance posture. Failure or perceived failure to comply with these obligations could result in significant consequences, including but not limited to government enforcement actions (which could include civil, criminal, and administrative penalties), private litigation, additional reporting requirements and/or oversight, bans on processing personal information, and orders to destroy or not use personal information. Any of these events could have a material adverse effect on our reputation, business, or financial condition, including but not limited to: increase our cost of providing our services, decrease demand for our services, reduce our revenue, interrupt our business operations, limit our ability to develop our services, expenditure of time and resources to defend any claim or inquiry, and adverse publicity.

Ethical, legal and social concerns related to the use of genetic information could reduce demand for our products.

Genetic testing has raised ethical, legal, and social issues regarding privacy and the appropriate uses of the resulting information. Governmental authorities have, through the Genetic Information Nondisclosure Act of 2008, and could further, for social or other purposes, limit or regulate the use of genetic information or genetic testing or prohibit testing for genetic predisposition to certain conditions, particularly for those that have no known cure. Ethical and social concerns may also influence governmental authorities to deny or delay the issuance of patents for technology relevant to our business. While we do not currently perform genetic tests for genetic predisposition to certain conditions, these concerns may lead patients to refuse to use, or clinicians to be reluctant to order, our genomic tests or genetic tests for somatic mutations even if permissible. These and other ethical, legal and social concerns may limit market acceptance of our products or reduce the potential markets for our products, either of which could have an adverse effect on our business, financial condition, or results of operations.

Risks Related to Intellectual Property

If we are unable to obtain and maintain sufficient intellectual property protection for our technology, or if the scope of the intellectual property protection obtained is not sufficiently broad, our competitors could develop and commercialize diagnostic tests similar or identical to ours, and our ability to successfully commercialize our products may be impaired.*

We rely on patent protection as well as trademark, copyright, trade secret and other intellectual property rights protection as well as nondisclosure, confidentiality and other contractual restrictions to protect our brands and proprietary tests and technologies, all of which provide limited protection and may not adequately protect our rights or permit us to gain or keep any competitive advantage. If we fail to protect our intellectual property, third parties may be able to compete more effectively against us. In addition, we may incur substantial litigation costs in our attempts to recover or restrict use of our intellectual property.

As is the case with other life science companies, our success depends in large part on our ability to obtain and maintain protection of the intellectual property we may own solely or jointly with others or in-license from others, particularly patents, in the United States and other countries with respect to our products and technologies. We apply for patents covering our products and technologies and uses thereof, as we deem appropriate. However, obtaining and enforcing life sciences patents is costly, time-consuming and complex, and we may fail to apply for patents on important tests, services and technologies in a timely fashion or at all, or we may fail to apply for patents in potentially relevant jurisdictions. We may not be able to file and prosecute all necessary or desirable patent applications, or maintain, enforce and license any patents that may issue from such patent applications, at a reasonable cost or in a timely manner. It is also possible that we will fail to identify patentable aspects of our research and development output before it is too late to obtain patent protection.

We may not have the right to control the preparation, filing and prosecution of patent applications, or to maintain the rights to patents licensed from or to third parties. Therefore, these patents and applications may not be prosecuted and enforced in a manner consistent with the best interests of our business.

Our patent portfolio as of December 31, 2021 includes 12 issued U.S. patents and ten pending U.S. patent applications, with foreign counterparts. It is possible that none of our pending patent applications will result in issued patents in a timely fashion or at all, and even if patents are granted, they may not provide a basis for intellectual property protection of commercially viable tests or services, may not provide us with any competitive advantages, or may be challenged and invalidated by third parties. It is possible that others will design around our future patented technologies. We may not be successful in defending any such

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challenges made against our patents or patent applications. Any successful third-party challenge to our patents could result in the unenforceability or invalidity of such patents and increased competition to our business. Even if our patents are held valid and enforceable, they may still be found insufficient to provide protection against competing products and services sufficient to achieve our business objectives. We may have to challenge the patents or patent applications of third parties, such as to counter infringement or unauthorized use. In addition, in an infringement proceeding, a court may decide that a patent of ours is invalid or unenforceable, or may refuse to enjoin the other party from using the technology at issue on the grounds that our patents do not cover the technology in question. Even if we prevail against an infringer in a U.S. district court or foreign trial-level court, there is always the risk that the infringer will file an appeal and the initial court judgment will be overturned at the appeals court and/or that an adverse decision will be issued by the appeals court relating to the validity or enforceability of our patents. The outcome of patent litigation or other proceeding can be uncertain, and any attempt by us to enforce our patent rights against others or to challenge the patent rights of others may not be successful, or, if successful, may take substantial time and result in substantial cost, and may divert our efforts and attention from other aspects of our business.

The patent positions of life sciences companies can be highly uncertain and involve complex legal and factual questions for which important legal principles remain unresolved. No consistent policy regarding the breadth of claims allowed in such companies’ patents has emerged to date in the United States or elsewhere. Courts frequently render opinions in the life sciences field that may affect the patentability of certain inventions or discoveries, including opinions that may affect the patentability of methods for analyzing or comparing DNA sequences.

In particular, the patent positions of companies engaged in the development and commercialization of genomic diagnostic tests are particularly uncertain. Various courts, including the U.S. Supreme Court, have rendered decisions that affect the scope of patentability of certain inventions or discoveries relating to certain diagnostic tests and related methods. These decisions state, among other things, that a patent claim that recites an abstract idea, natural phenomenon or law of nature (for example, the relationship between particular genetic variants and cancer) are not themselves patentable. Precisely what constitutes a law of nature is uncertain, and it is possible that certain aspects of genetic diagnostics tests would be considered natural laws. Accordingly, the evolving case law in the United States may adversely affect our ability to obtain patents and may facilitate third-party challenges to any owned or licensed patents. The laws of some foreign countries do not protect intellectual property rights to the same extent as the laws of the United States, and we may encounter difficulties in protecting and defending such rights in foreign jurisdictions. The legal systems of many other countries do not favor the enforcement of patents and other intellectual property protection, particularly those relating to life science technologies, which could make it difficult for us to stop the infringement of our patents in such countries. Proceedings to enforce our patent rights in foreign jurisdictions could result in substantial cost and divert our efforts and attention from other aspects of our business.

To the extent our intellectual property offers inadequate protection, or is found to be invalid or unenforceable, we would be exposed to a greater risk of direct competition, and our competitive position could be adversely affected, as could our business. Both the patent application process and the process of managing patent disputes can be time-consuming and expensive. Moreover, if a third party has intellectual property rights that cover the practice of our technology, we may not be able to fully exercise or extract value from our intellectual property rights. The following examples are illustrative:

•others may be able to develop and/or practice technology that is similar to our technology or aspects of our technology, but that are not covered by the claims of the patents that we own or control, assuming such patents have issued or do issue;

•we or our licensors or any future strategic partners might not have been the first to conceive or reduce to practice the inventions covered by the issued patents or pending patent applications that we own or have exclusively licensed;

•we or our licensors or any future strategic partners might not have been the first to file patent applications covering certain of our inventions;

•others may independently develop similar or alternative technologies or duplicate any of our technologies without infringing our intellectual property rights;

•it is possible that our pending patent applications will not lead to issued patents;

•issued patents that we own or have exclusively licensed may not provide us with any competitive advantage, or may be held invalid or unenforceable, as a result of legal challenges by our competitors;

•our competitors might conduct research and development activities in countries where we do not have patent rights and then use the information learned from such activities to develop competitive tests for sale in our major commercial markets;

•third parties performing manufacturing or testing for us using our products or technologies could use the intellectual property of others without obtaining a proper license;

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•parties may assert an ownership interest in our intellectual property and, if successful, such disputes may preclude us from exercising exclusive rights over that intellectual property;

•we may not develop or in-license additional proprietary technologies that are patentable;

•we may not be able to obtain and maintain necessary licenses on commercially reasonable terms, or at all; and

•the patents of others may have an adverse effect on our business.

Should any of these events occur, they could significantly harm our business and results of operations.

Changes in patent law in the United States and other jurisdictions could diminish the value of patents in general, thereby impairing our ability to protect our products.*

As is the case with other life sciences companies, our success is heavily dependent on intellectual property, particularly patents relating to our research programs and products. Obtaining and enforcing patents in the life sciences industry involves both technological and legal complexity and is therefore costly, time consuming and inherently uncertain. Changes in either the patent laws or interpretation of the patent laws in the United States or the United States Patent and Trademark Office (“USPTO”) rules and regulations could increase these uncertainties and costs. Patent reform legislation in the United States and other countries, including the Leahy-Smith America Invents Act (“AIA”), signed into law on September 16, 2011, could increase those uncertainties and costs surrounding the prosecution of our patent applications and the enforcement or defense of our issued patents. The AIA includes a number of significant changes to U.S. patent law. These include provisions that affect the way patent applications are prosecuted, redefine prior art and provide more efficient and cost-effective avenues for competitors to challenge the validity of patents. These include allowing third-party submission of prior art to the USPTO during patent prosecution and additional procedures to attack the validity of a patent in USPTO administered post-grant proceedings, including post-grant review, inter partes review, and derivation proceedings. For applications filed after March 15, 2013 that do not claim the benefit of applications filed before that date, the AIA transitioned the United States from a first to invent system to a first-inventor-to-file system in which, assuming that the other statutory requirements are met, the first inventor to file a patent application will be entitled to the patent on an invention regardless of whether a third party was the first to invent the claimed invention. The AIA and its implementation could increase the uncertainties and costs surrounding the prosecution of our patent applications, our ability to obtain future patents, and the enforcement or defense of our issued patents, all of which could have a material adverse effect on our business, financial condition, results of operations and prospects.

The U.S. Supreme Court has ruled on several patent cases in recent years, either narrowing the scope of patent protection available in certain circumstances or weakening the rights of patent owners in certain situations.

Depending on future actions by the U.S. Congress, the U.S. courts, the USPTO and the relevant law-making bodies in other countries, the laws and regulations governing patents could change in unpredictable ways that would weaken our ability to obtain new patents or to enforce our existing patents and patents that we might obtain in the future.

Our in-licensed intellectual property has been discovered through government funded programs and thus may be subject to federal regulations such as ‘‘march-in’’ rights, certain reporting requirements and a preference for U.S.-based companies, and compliance with such regulations may limit our exclusive rights, and limit our ability to contract with non-U.S. manufacturers.*

Intellectual property rights that have been in-licensed pursuant to the License Agreement, with The Washington University in St. Louis, Missouri (“WUSTL”) have been generated through the use of U.S. government funding, and are therefore subject to certain federal regulations. As a result, the United States federal government may retain certain rights to intellectual property embodied in our current or future product candidates under the Bayh-Dole Act. These federal government rights include a ‘‘nonexclusive, nontransferable, irrevocable, paid-up license’’ to use inventions for any governmental purpose. The Bayh-Dole Act also provides federal agencies with ‘‘march-in rights.’’ March-in rights allow the government, in specified circumstances, to require the contractor or successors in title to the patent to grant a ‘‘nonexclusive, partially exclusive, or exclusive license’’ to a ‘‘responsible applicant or applicants’’ if it determines that (1) adequate steps have not been taken to commercialize the invention, (2) government action is necessary to meet public health or safety needs or (3) government action is necessary to meet requirements for public use under federal regulations. If the patent owner refuses to do so, the government may grant the license itself.

The U.S. government also has the right to take title to these inventions if the licensor fails to disclose the invention to the government or fails to file an application to register the intellectual property within specified time limits. Intellectual property generated under a government funded program is also subject to certain reporting requirements, compliance with which may require us to expend substantial resources. In addition, the U.S. government requires that any products embodying any of these inventions or produced through the use of any of these inventions be manufactured substantially in the United States, and the License Agreement requires that we comply with this requirement. This preference for U.S. industry may be waived by the federal agency that provided the funding if the owner or assignee of the intellectual property can show that reasonable but

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unsuccessful efforts have been made to grant licenses on similar terms to potential licensees that would be likely to manufacture substantially in the United States or that under the circumstances domestic manufacture is not commercially feasible. This preference for U.S. industry may limit our ability to contract with non-U.S. product manufacturers for products covered by such intellectual property. To the extent any of our owned or future in-licensed intellectual property is also generated through the use of U.S. government funding, the provisions of the Bayh-Dole Act may similarly apply.

Issued patents covering our products and related technologies could be found invalid or unenforceable if challenged.

The issuance of a patent is not conclusive as to its inventorship, scope, validity or enforceability. Some of our patents or patent applications (including licensed patents) have been, are being or may be challenged at a future point in time in an opposition, nullification, derivation, reexamination, inter partes review, post-grant review or interference action in court or before patent offices or similar proceedings for a given period after allowance or grant, during which time third parties can raise objections against such grant. In the course of such proceedings, which may continue for a protracted period of time, the patent owner may be compelled to limit the scope of the allowed or granted claims thus attacked, or may lose the allowed or granted claims altogether. Any successful third-party challenge to our patents in this or any other proceeding could result in the unenforceability or invalidity of such patents, which may lead to increased competition to our business, which could harm our business. In addition, if the breadth or strength of protection provided by our patents and patent applications is threatened, regardless of the outcome, it could dissuade companies from collaborating with us to license, develop or commercialize current or future diagnostic tests.

We may not be aware of all third-party intellectual property rights potentially relating to our products. Publications of discoveries in the scientific literature often lag behind the actual discoveries, and patent applications in the United States and other jurisdictions are typically not published until approximately 18 months after filing or, in some cases (e.g., U.S. applications for which a request not to publish has been filed), not until such patent applications issue as patents. We might not have been the first to make the inventions covered by each of our pending patent applications and we might not have been the first to file patent applications for these inventions. To determine the priority of these inventions, we have and may have to participate in interference proceedings, derivation proceedings or other post-grant proceedings declared by the USPTO that could result in substantial cost to us. The outcome of such proceedings is uncertain. We can give no assurance that all of the potentially relevant art relating to our patents and patent applications has been found; overlooked prior art could be used by a third party to challenge the validity, enforceability and scope of our patents or prevent a patent from issuing from a pending patent application. As a result, we may not be able to obtain or maintain protection for certain inventions. No assurance can be given that other patent applications will not have priority over our patent applications. In addition, changes to the patent laws of the United States allow for various post-grant opposition proceedings that have not been extensively tested, and their outcome is therefore uncertain. Therefore, the validity, enforceability and scope of our patents in the United States and other countries cannot be predicted with certainty and, as a result, any patents that we own or license may not provide sufficient protection against our competitors. Furthermore, if third parties bring these proceedings against our patents, we could experience significant costs and management distraction.

Our commercial success depends significantly on our ability to operate without infringing upon the intellectual property rights of third parties.

The life sciences industry is subject to rapid technological change and substantial litigation regarding patent and other intellectual property rights. Our potential competitors in both the United States and abroad, may have substantially greater resources and are likely to make substantial investments in patent portfolios and competing technologies, and may apply for or obtain patents that could prevent, limit or otherwise interfere with our ability to make, use and sell our products. Numerous third-party patents exist in fields relating to our products and technologies, and it is difficult for industry participants, including us, to identify all third-party patent rights relevant to our products and technologies. Moreover, because some patent applications are maintained as confidential for a certain period of time, we cannot be certain that third parties have not filed patent applications that cover our products and technologies.

Patents could be issued to third parties that we may ultimately be found to infringe. Third parties may have or obtain valid and enforceable patents or proprietary rights that could block us from using our technology. Our failure to obtain or maintain a license to any technology that we require may materially harm our business, financial condition and results of operations. Furthermore, we would be exposed to a threat of litigation.

From time to time, we may be party to, or threatened with, litigation or other proceedings with third parties, including non-practicing entities, who allege that our products, components of our products, and/or proprietary technologies infringe, misappropriate or otherwise violate their intellectual property rights. The types of situations in which we may become a party to such litigation or proceedings include:

•we may initiate litigation or other proceedings against third parties seeking to invalidate the patents held by those third parties or to obtain a judgment that our products or technologies do not infringe those third parties’ patents;

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•we may participate at substantial cost in International Trade Commission proceedings to abate importation of products that would compete unfairly with our products or technologies;

•if a competitor files patent applications that claim technology also claimed by us or our licensors, we or our licensors may be required to participate in interference, derivation or opposition proceedings to determine the priority of invention, which could jeopardize our patent rights and potentially provide a third party with a dominant patent position;

•if third parties initiate litigation claiming that our products or technologies infringe their patent or other intellectual property rights, we will need to defend against such proceedings;

•if third parties initiate litigation or other proceedings seeking to invalidate patents owned by or licensed to us or to obtain a declaratory judgment that their products, services, or technologies do not infringe our patents or patents licensed to us, we will need to defend against such proceedings;

•we may be subject to ownership disputes relating to intellectual property, including disputes arising from conflicting obligations of consultants or others who are involved in developing our products and technologies; and

•if a license to necessary technology is terminated, the licensor may initiate litigation claiming that our products or technologies infringe or misappropriate its patent or other intellectual property rights and/or that we breached our obligations under the license agreement, and we would need to defend against such proceedings.

These lawsuits and proceedings, regardless of merit, are time-consuming and expensive to initiate, maintain, defend or settle, and could divert the time and attention of managerial and technical personnel, which could materially adversely affect our business. Any such claim could also force us to do one or more of the following:

•incur substantial monetary liability for infringement or other violations of intellectual property rights, which we may have to pay if a court decides that the diagnostic test or technology at issue infringes or violates the third party’s rights, and if the court finds that the infringement was willful, we could be ordered to pay treble damages and the third party’s attorneys’ fees;

•stop manufacturing, offering for sale, selling, using, importing, exporting or licensing the diagnostic test or technology incorporating the allegedly infringing technology or stop incorporating the allegedly infringing technology into such test or technology;

•obtain from the owner of the infringed intellectual property right a license, which may require us to pay substantial upfront fees or royalties to sell or use the relevant technology and which may not be available on commercially reasonable terms, or at all;

•redesign our products and technologies so they do not infringe or violate the third party’s intellectual property rights, which may not be possible or may require substantial monetary expenditures and time;

•enter into cross-licenses with applicable third party, which could weaken our overall intellectual property position;

•lose the opportunity to license our technology to others or to collect royalty payments based upon successful protection and assertion of our intellectual property against others;

•find alternative suppliers for non-infringing technologies, which could be costly and create significant delay; or

•relinquish rights associated with one or more of our patent claims if our claims are held invalid or otherwise unenforceable.

Third parties may be able to sustain the costs of complex intellectual property litigation more effectively than we can because they have substantially greater resources. In addition, intellectual property litigation, regardless of its outcome, may cause negative publicity, adversely impact our business, cause delays, or prohibit us from marketing or otherwise commercializing our products and technologies. Any uncertainties resulting from the initiation and continuation of any litigation could have a material adverse effect on our ability to raise additional funds or otherwise have a material adverse effect on our business, results of operation, financial condition or cash flows.

Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of our confidential information could be compromised by disclosure during this type of litigation. There could also be public announcements of the results of hearings, motions or other interim proceedings or developments, which could have a material adverse effect on the price of our common stock. If securities analysts or investors perceive these results to be negative, it could have a material adverse effect on the price of our common stock. The occurrence of any of these events may have a material adverse effect on our business, results of operation, financial condition or cash flows.

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We depend on information technology systems that we license from third parties. Any failure of such systems or loss of licenses to the software that comprises an essential element of such systems could significantly harm our business.*

We depend on information technology systems for significant elements of our operations, such as our laboratory information management systems, including test validation, specimen tracking and quality control, our bioinformatics analytical software systems, our test report generating systems and billing systems. Essential elements of these systems depend on software that we license from third parties. If we are unable to maintain the licenses to this software or our software providers discontinue or alter the programs on which we rely, it could render our test reports unreliable or hinder our ability to generate accurate test reports, among other things. Any of the foregoing could have a material adverse effect on our competitive position, business, financial conditions, results of operations and prospects.

We rely on licenses from third parties, and if we lose these licenses or are not able to obtain licenses to third-party technology on reasonable grounds or at all, then we may not be able to continue to commercialize existing diagnostic tests, be subjected to future litigation and may not be able to commercialize new diagnostic tests in the future.

We are party to certain royalty-bearing license agreements that grant us rights to use certain intellectual property, including patents and patent applications, in certain specified fields of use. Although we intend to develop products and technologies through our own internal research, we may need to obtain additional licenses from others to advance our research, development and commercialization activities. Our license agreements impose, and we expect that future license agreements will impose, various development, diligence, commercialization and other obligations on us.

In the future, we may identify third-party technology we may need, including to develop or commercialize new diagnostic tests or services. In return for the use of a third party’s technology, we may agree to pay the licensor royalties based on sales of our solutions. Royalties are a component of the cost of our products or services and affect our margins. We may also need to negotiate licenses to patents or patent applications before or after introducing a commercialized test. The in-licensing and acquisition of third-party intellectual property rights is a competitive area, and a number of more established companies are also pursuing strategies to in-license or acquire third-party intellectual property rights for technologies that we may consider attractive or necessary.

These established companies may have a competitive advantage over us due to their size, cash resources and greater clinical development and commercialization capabilities. Furthermore, companies that perceive us to be a competitor may be unwilling to assign or license rights to us. In addition, we expect that competition for the in-licensing or acquisition of third-party intellectual property rights for technologies that are attractive to us may increase in the future, which may mean fewer suitable opportunities for us as well as higher acquisition or licensing costs. We may not be able to obtain necessary or strategic licenses to patents or patent applications, and our business may suffer if we are unable to enter into these licenses on acceptable terms or at all, if any necessary licenses are subsequently terminated, if the licensors fail to abide by the terms of the licenses or fail to prevent infringement by third parties, or if the licensed patents or other rights are found to be invalid or unenforceable.

In spite of our efforts, our licensors might conclude that we have materially breached our obligations under such license agreements and might therefore terminate the license agreements, thereby removing or limiting our ability to develop and commercialize tests and technology covered by these license agreements. If these in-licenses are terminated, or if the underlying patents fail to provide the intended exclusivity, competitors or other third parties might have the freedom to seek regulatory approval of, and to market, tests identical to ours and we may be required to cease our development and commercialization activities. For example, we license certain intellectual property from WUSTL that is incorporated into DecisionDx-UM. In 2021, we provided over 1,600 test reports for DecisionDx-UM. If this license agreement were terminated, we would be unable to continue to issue test reports and thus sales of DecisionDx-UM. Any of the foregoing could have a material adverse effect on our competitive position, business, financial conditions, results of operations and prospects.

Moreover, disputes may arise with respect to any one of our licensing agreements, including:

•the scope of rights granted under the license agreement and other interpretation-related issues;

•the extent to which our products, technology and processes infringe on intellectual property of the licensor that is not subject to the licensing agreement;

•the sublicensing of patent and other rights under our collaborative development relationships;

•our diligence obligations under the license agreement and what activities satisfy those diligence obligations;

•the inventorship and ownership of inventions and know-how resulting from the joint creation or use of intellectual property by our licensors and us and our partners; and

•the priority of invention of patented technology.

If we do not prevail in such disputes, we may lose any of such license agreements.

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In addition, the agreements under which we currently license intellectual property or technology from third parties are complex, and certain provisions in such agreements may be susceptible to multiple interpretations.

The resolution of any contract interpretation disagreement that may arise could narrow what we believe to be the scope of our rights to the relevant intellectual property or technology, or increase what we believe to be our financial or other obligations under the relevant agreement, either of which could have a material adverse effect on our business, financial condition, results of operations and prospects. Moreover, if disputes over intellectual property that we have licensed prevent or impair our ability to maintain our current licensing arrangements on commercially acceptable terms, we may be unable to successfully develop and commercialize the affected diagnostic tests, which could have a material adverse effect on our business, financial conditions, results of operations and prospects.

Our failure to maintain such licenses could have a material adverse effect on our business, financial condition and results of operations. Any of these licenses could be terminated, such as if either party fails to abide by the terms of the license, or if the licensor fails to prevent infringement by third parties or if the licensed patents or other rights are found to be invalid or unenforceable. Absent the license agreements, we may infringe patents subject to those agreements, and if the license agreements are terminated, we may be subject to litigation by the licensor. Litigation could result in substantial costs and be a distraction to management. If we do not prevail, we may be required to pay damages, including treble damages, attorneys’ fees, costs and expenses, royalties or, be enjoined from selling our products or services, including DecisionDx-Melanoma and DecisionDx-UM, which could adversely affect our ability to offer our products or services, our ability to continue operations and our financial condition.

We may not be able to protect our intellectual property rights throughout the world.

Filing, prosecuting and defending patents on our products in all countries throughout the world would be prohibitively expensive. The requirements for patentability may differ in certain countries, particularly developing countries, and the breadth of patent claims allowed can be inconsistent. In addition, the laws of some foreign countries do not protect intellectual property rights to the same extent as the laws of the United States, and we may encounter difficulties in protecting and defending such rights in foreign jurisdictions. Consequently, we may not be able to prevent third parties from practicing our inventions in all countries outside the United States, or from selling or importing products made using our inventions in and into the United States or other jurisdictions. Competitors may use our technologies in jurisdictions where we have not obtained patent protection to develop their own tests or products and may also export infringing tests or products to territories where we have patent protection, but enforcement is not as strong as in the United States. These products may compete with our products. Our patents or other intellectual property rights may not be effective or sufficient to prevent them from competing.

Many companies have encountered significant problems in protecting and defending intellectual property rights in foreign jurisdictions. The legal systems of many other countries do not favor the enforcement of patents and other intellectual property protection, particularly those relating to life science technologies, which could make it difficult for us to stop the infringement of our patents in such countries. We do not have patent rights in certain foreign countries in which a market may exist. Moreover, in foreign jurisdictions where we do have patent rights, proceedings to enforce our patent rights could result in substantial cost and divert our efforts and attention from other aspects of our business, could put our patents at risk of being invalidated or interpreted narrowly and our patent applications at risk of not issuing, and could provoke third parties to assert claims against us. We may not prevail in any lawsuits that we initiate and the damages or other remedies awarded, if any, may not be commercially meaningful. Accordingly, our efforts to enforce our intellectual property rights around the world may be inadequate to obtain a significant commercial advantage from the intellectual property that we develop or license. We may not be able to stop a competitor from marketing and selling in foreign countries tests, products and services that are the same as or similar to our products and technologies, in which case our competitive position in the international market would be harmed.

If we are unable to protect the confidentiality of our trade secrets, the value of our technology could be materially adversely affected and our business could be harmed.

In addition to pursuing patents on our technology, we also rely on trade secrets, including unpatented know-how, technology and other proprietary information, to maintain our competitive position. We take steps to protect our trade secrets, in part, by entering into agreements, including confidentiality agreements, non-disclosure agreements and intellectual property assignment agreements, with our employees, consultants, academic institutions, corporate partners and, when needed, our advisers. However, we cannot be certain that such agreements have been entered into with all relevant parties, and we cannot be certain that our trade secrets and other confidential proprietary information will not be disclosed or that competitors will not otherwise gain access to our trade secrets or independently develop substantially equivalent information and techniques. For example, any of these parties may breach the agreements and disclose our proprietary information, including our trade secrets, and once disclosed, we are likely to lose trade secret protection and may not be able to obtain adequate remedies for such breaches. Such agreements may not be enforceable or may not provide meaningful protection for our trade secrets or other proprietary information in the event of unauthorized use or disclosure or other breaches of the agreements, and we may not be able to

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prevent such unauthorized disclosure. If we are required to assert our rights against such party, it could result in significant cost and distraction.

Monitoring unauthorized disclosure is difficult, and we do not know whether the steps we have taken to prevent such disclosure are, or will be, adequate. If we were to enforce a claim that a third party had illegally obtained and was using our trade secrets, it would be expensive and time-consuming, and the outcome would be unpredictable. In addition, courts outside the United States may be less willing to protect trade secrets.

We also seek to preserve the integrity and confidentiality of our confidential proprietary information by maintaining physical security of our premises and physical and electronic security of our information technology systems, but it is possible that these security measures could be breached. If any of our confidential proprietary information were to be lawfully obtained or independently developed by a competitor, absent patent protection, we would have no right to prevent such competitor from using that technology or information to compete with us, which could harm our competitive position.

We may be subject to claims that our employees, consultants or independent contractors have wrongfully used or disclosed confidential information of third parties.

We do and may employ individuals who previously worked with universities or other companies, including potential competitors. We could in the future be subject to claims that we or our employees, consultants, or independent contractors have inadvertently or otherwise used or disclosed alleged trade secrets or other confidential information of current or former employers or competitors. Although we try to ensure that our employees, consultants and independent contractors do not use the intellectual property, proprietary information, know-how or trade secrets of others in their work for us, we may become subject to claims that we caused an individual to breach the terms of his or her non-competition or non-solicitation agreement, or that we or these individuals have, inadvertently or otherwise, used or disclosed the alleged trade secrets or other proprietary information of a current or former employer or competitor. Although, we are currently not subject to any such claims.

While we may litigate to defend ourselves against these claims, even if we are successful, litigation could result in substantial costs and could be a distraction to management and other employees. If our defenses to these claims fail, in addition to requiring us to pay monetary damages, a court could prohibit us from using technologies or features that are essential to our products, if such technologies or features are found to incorporate or be derived from the trade secrets or other proprietary information of the current or former employers. Therefore, we could be required to obtain a license from such third-party employer to commercialize our products or technology. Such a license may not be available on commercially reasonable terms or at all.

Moreover, any such litigation or the threat thereof may adversely affect our reputation, our ability to form strategic alliances or sublicense our rights to collaborators, engage with scientific advisors or hire employees or consultants, each of which would have an adverse effect on our business, results of operations and financial condition.

If our trademarks and trade names are not adequately protected, then we may not be able to build name recognition in our markets of interest and our business may be adversely affected.*

We have not yet registered certain of our trademarks in all of our potential markets, although we have registrations for, among others, the DecisionDx DiffDx-Melanoma, DecisionDx-UM, DecisionDx-Melanoma, DecisionDx-SCC, myPath Melanoma, TissueCypher Barrett’s Esophagus and the IDgenetix tests in the United States. Our current or future registered or unregistered trademarks or trade names may be challenged, infringed, circumvented or declared generic or descriptive determined to be infringing on other marks. We may not be able to protect our rights to these trademarks and trade names or may be forced to stop using these names, which we need for name recognition by potential partners or customers in our markets of interest. During trademark registration proceedings, we may receive rejections. Although we would be given an opportunity to respond to those rejections, we may be unable to overcome such rejections. In addition, in the USPTO and in comparable agencies in many foreign jurisdictions, third parties are given an opportunity to oppose pending trademark applications and to seek to cancel registered trademarks. Opposition or cancellation proceedings may be filed against our trademarks, and our trademarks may not survive such proceedings. In addition, third parties have used trademarks similar and identical to our trademarks in foreign jurisdictions and have filed or may in the future file for registration of such trademarks. If they succeed in registering or developing common law rights in such trademarks, and if we are not successful in challenging such third-party rights, we may not be able to use these trademarks to market our products in those countries. If we are unable to establish name recognition based on our trademarks and trade names, we may not be able to compete effectively and our business may be adversely affected. We may license our trademarks and trade names to third parties, such as distributors. Although these license agreements may provide guidelines for how our trademarks and trade names may be used, a breach of these agreements or misuse of our trademarks and tradenames by our licensees may jeopardize our rights in or diminish the goodwill associated with our trademarks and trade names.

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We may be subject to claims challenging the inventorship of our patents and other intellectual property.

We or our licensors may be subject to claims that former employees, collaborators or other third parties have an interest in our owned or in-licensed patents, trade secrets or other intellectual property as an inventor or co-inventor. For example, we or our licensors may have inventorship disputes arise from conflicting obligations of employees, consultants or others who are involved in developing our products. Litigation may be necessary to defend against these and other claims challenging inventorship or our or our licensors’ ownership of our owned or in-licensed patents, trade secrets or other intellectual property. If we or our licensors fail in defending any such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights, such as exclusive ownership of, right to use, or right to exclude others from using, intellectual property that is important to our products. Even if we are successful in defending against such claims, litigation could result in substantial costs and be a distraction to management and other employees. Any of the foregoing could have a material adverse effect on our business, financial condition, results of operations and prospects.

In addition, while it is our policy to require our employees and contractors who may be involved in the development of intellectual property to execute agreements assigning such intellectual property to us, we may be unsuccessful in executing such an agreement with each party who in fact develops intellectual property that we regard as our own. Our assignment agreements may not be self-executing or may be breached, and we may be forced to bring claims against third parties, or defend claims they may bring against us, to determine the ownership of what we regard as our intellectual property.

Obtaining and maintaining our patent protection depends on compliance with various required procedures, document submissions, fee payments and other requirements imposed by governmental patent agencies, and our patent protection could be reduced or eliminated for non-compliance with these requirements.

Periodic maintenance fees, renewal fees, annuity fees and various other governmental fees on patents and/or applications must be paid to the USPTO and various governmental patent agencies outside of the United States at several stages over the lifetime of the patents and/or applications. We have systems in place to remind us to pay these fees, and we employ an outside firm and rely on our outside counsel to pay these fees due to non-U.S. patent agencies. The USPTO and various non-U.S. governmental patent agencies require compliance with a number of procedural, documentary, fee payment and other similar provisions during the patent application process. We employ reputable law firms and other professionals to help us comply, and in many cases, an inadvertent lapse can be cured by payment of a late fee or by other means in accordance with the applicable rules. However, there are situations in which non-compliance can result in abandonment or lapse of the patent or patent application, resulting in partial or complete loss of patent rights in the relevant jurisdiction, such as failure to respond to official actions within prescribed time limits, non-payment of fees and failure to properly legalize and submit formal documents. If we, or our licensors, fail to maintain the patents and patent applications covering our products and technologies, potential competitors may be able to enter the market without infringing our patents and this circumstance would have a material adverse effect on our business.

Patent terms may be inadequate to protect our competitive position on our products for an adequate amount of time.

Patents have a limited lifespan, and the protection patents afford is limited. In the United States, if all maintenance fees are timely paid, the natural expiration of a patent is generally 20 years from its earliest U.S. non-provisional filing date. Various extensions may be available, but the term of a patent, and the protection it affords, is limited. Even if patents covering our products are obtained, once the patent term has expired, we may be open to competition from competitive tests or products. Given the amount of time required for the development, testing and regulatory review of potential new tests or products, patents protecting such tests or products might expire before or shortly after such tests or products are commercialized. As a result, our owned and licensed patent portfolio may not provide us with sufficient rights to exclude others from commercializing tests or other products similar or identical to ours.

Risks Related to Employee Matters and Managing Growth and Other Risks Related to Our Business

We are highly dependent on the services of our key personnel.

We are highly dependent on the services of our key personnel, including Derek J. Maetzold, our President and Chief Executive Officer. Although we have entered into agreements with our key personnel regarding their employment, they are not for a specific term and each of may terminate their employment with us at any time, though we are not aware of any present intention of any of these individuals to leave us.

Our research and development programs and laboratory operations depend on our ability to attract and retain highly skilled scientists and technicians. We may not be able to attract or retain qualified scientists and technicians in the future due to the competition for qualified personnel among life science businesses, particularly near our laboratory facilities and office spaces located in Phoenix, Arizona and Pittsburgh, Pennsylvania and our corporate headquarters in Friendswood, Texas. We also face competition from universities and public and private research institutions in recruiting and retaining highly qualified scientific personnel. We may have difficulties locating, recruiting or retaining qualified salespeople. Recruiting and retention difficulties

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can limit our ability to support our research and development and sales programs. All of our employees are at-will, which means that either we or the employee may terminate their employment at any time.

Our employees, clinical investigators, consultants, speakers, vendors and any current or potential commercial partners may engage in misconduct or other improper activities, including non-compliance with regulatory standards and requirements and insider trading.

We are exposed to the risk of fraud or other misconduct by our employees, clinical study investigators, consultants, speakers, vendors and any potential commercial partners. Misconduct by these parties could include intentional, reckless and/or negligent conduct or disclosure of unauthorized activities to us that violates: federal laws and regulations or those of comparable foreign regulatory authorities, including those laws that require the reporting of true, complete and accurate information; manufacturing standards; federal and state health and data privacy, security, fraud and abuse, government price reporting, transparency reporting requirements, and other healthcare laws and regulations in the United States and abroad; sexual harassment and other workplace misconduct; or laws that require the true, complete and accurate reporting of financial information or data. Such misconduct could also involve the improper use of information obtained in the course of clinical studies, which could result in regulatory sanctions and cause serious harm to our reputation. We have adopted a code of conduct applicable to all of our employees, as well as a disclosure program and other applicable policies and procedures, but it is not always possible to identify and deter employee misconduct, and the precautions we take to detect and prevent this activity may not be effective in controlling unknown or unmanaged risks or losses or in protecting us from governmental investigations or other actions or lawsuits stemming from a failure to comply with these laws or regulations. If any such actions are instituted against us, and we are not successful in defending ourselves or asserting our rights, those actions could have a significant impact on our business, including the imposition of significant civil, criminal and administrative penalties, damages, fines, disgorgement, individual imprisonment, exclusion from government funded healthcare programs, such as Medicare, Medicaid and other federal healthcare programs, contractual damages, reputational harm, diminished profits and future earnings, additional integrity reporting and oversight obligations, and the curtailment or restructuring of our operations, any of which could adversely affect our ability to operate our business and our results of operations.

We may be unable to manage our future growth effectively, which could make it difficult to execute our business strategy.*

We have experienced significant revenue growth in a short period of time. We may not achieve similar growth rates in future periods. You should not rely on our operating results for any prior periods as an indication of our future operating performance. To effectively manage our anticipated future growth, we must continue to maintain and enhance our financial, accounting, human resources, laboratory operations, customer support and sales administration systems, processes and controls. Failure to effectively manage our anticipated growth could lead us to over-invest or under-invest in development, operational and administrative infrastructure, result in weaknesses in our infrastructure, systems, or internal controls, give rise to operational mistakes, losses, loss of customers, productivity or business opportunities, and result in loss of employees and reduced productivity of remaining employees.

We also anticipate further growth in our business operations. For example, since May 2021, we have completed the acquisitions of Myriad myPath Laboratory, Cernostics and AltheaDx, each of which we expect will contribute to our future growth. These acquisitions and other future growth could create strain on our organizational, administrative and operational infrastructure, including laboratory operations, quality control, customer service and sales organization management. We expect to continue increasing our headcount and hire more specialized personnel in the future as we grow our business and expand our product offerings. We will need to continue to hire, train and manage additional qualified scientists, laboratory personnel, client and account services personnel, and sales and marketing staff and improve and maintain our technology to effectively manage our growth. If our new hires perform poorly, if we are unsuccessful in hiring, training, managing and integrating these new employees or if we are not successful in retaining our existing employees, our business may be harmed.

In addition, our anticipated growth could require significant capital expenditures and might divert financial resources from other projects such as the development of new diagnostic tests and services. As we commercialize additional diagnostic and prognostic tests, we may need to incorporate new equipment, implement new technology systems, or hire new personnel with different qualifications. Failure to manage this growth or transition could result in turnaround time delays, higher costs, declining quality, deteriorating customer service, and slower responses to competitive challenges. A failure in any one of these areas could make it difficult for us to meet market expectations for our products and could damage our reputation and the prospects for our business.

We may not be able to maintain the quality or expected turnaround times of our products, or satisfy customer demand as it grows. Our ability to manage our growth properly will require us to continue to improve our operational, financial and management controls, as well as our reporting systems and procedures. The time and resources required to implement these new systems and procedures is uncertain, and failure to complete this in a timely and efficient manner could adversely affect our operations. If our management is unable to effectively manage our anticipated growth, our expenses may increase more than expected, our revenue could decline or grow more slowly than expected and we may be unable to implement our business

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strategy. The quality of our products and services may suffer, which could negatively affect our reputation and harm our ability to retain and attract customers.

We may engage in strategic transactions, such as the acquisition of businesses, assets, products or technologies, which could be disruptive to our existing operations, divert the attention of our management team and adversely impact our liquidity, cash flows, financial condition and results of operations.*

From time to time, we may consider strategic opportunities and engage in transactions such as acquisitions of businesses, assets, products or technologies, as well as technology licenses or investments in complementary businesses. For example, in May 2021, December 2021 and April 2022, we completed the acquisitions of the Myriad myPath Laboratory, Cernostics and AltheaDx, respectively. These and any other strategic acquisition transactions may entail numerous operational and financial risks, including:

•delays, difficulties and higher than expected costs associated with integration activities, such as those involving operational processes, regulatory and licensure compliance, personnel and information technology systems;

•disruption of our existing business operations and diversion of management’s time, focus and attention;

•decreases in our liquidity and operating cash flows, increases in our overall operating costs, substantial amounts of amortization expense, increased capital expenditure requirements and non-recurring charges, including possible impairments of acquired assets and losses on the remeasurement of contingent consideration;

•incurrence of substantial debt or dilutive issuances of equity securities, the assumption of additional liabilities and exposure to unknown liabilities;

•inability to retain key personnel of any acquired businesses; and

•failure to realize any of the anticipated revenues, synergies, efficiencies or other benefits of a transaction within our estimated time frame or at all.

With regard to our acquisitions of the Myriad myPath Laboratory, Cernostics and AltheaDx, actual results may differ materially from our plans and expectations. For example, there can be no assurances regarding our ability to successfully scale and integrate the myPath Melanoma, TissueCypher Barrett’s Esophagus and the IDgenetix tests into our commercial offerings and the ability of the combined strengths of Castle, the Myriad myPath Laboratory, Cernostics or AltheaDx to position us for continued growth and success as a leader in the diagnostics space. Further, there are inherent execution and business risks associated with managing the integration and growth objectives of more than one acquisition at the same time and such circumstances may have the effect of heightening the operational and financial risks related to acquisitions noted above and the other risks described in this “Risk Factors” section.

We are unable to predict the timing, size or nature of any future transactions, whether they will be completed or financed on favorable terms, if at all, or what the impact of those transactions might be on our financial results, including if such transactions are not effectively and profitably integrated into our business. Our failure to successfully complete the integration of any business that we acquire could have an adverse effect on our prospects, business activities, cash flows, financial condition, results of operations and stock price. Additionally, our ability to successfully integrate, manage and derive financial and other benefits from any acquired business, asset, product or technology is unproven.

Our ability to use net operating loss carryforwards and certain other tax attributes to offset future taxable income may be subject to limitations.

As of December 31, 2021, we had federal net operating loss (“NOL”) carryforwards of approximately $99.4 million, of which $43.5 million will begin to expire in 2030 if not utilized to offset taxable income, and $55.9 million may be carried forward indefinitely. Also, as of December 31, 2021, we had state net operating loss carryforwards of $67.5 million, which begin to expire in 2028 if not utilized to offset state taxable income.

Under the legislation known as the Tax Cuts and Jobs Act of 2017 (“TCJA”), as modified by the CARES Act, federal NOLs generated in taxable years beginning after December 31, 2017 may be carried forward indefinitely, but the deductibility of such NOL carryforwards in taxable years beginning after December 31, 2020 is limited to 80% of taxable income. It is uncertain if and to what extent various states will conform to the TCJA or the CARES Act.

In addition, under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, and corresponding provisions of state law, if a corporation undergoes an ‘‘ownership change’’ (which is generally defined as a greater than 50% change (by value) in its equity ownership over a three-year period), the corporation’s ability to use its pre-change NOL carryforwards and other pre-change tax attributes to offset its post-change income or taxes may be limited. We have experienced ownership

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changes in the past and we may also experience additional ownership changes in the future as a result of subsequent shifts in our stock ownership, some of which may be outside of our control. If an ownership change occurs and our ability to use our NOL carryforwards is materially limited, it would harm our future operating results by effectively increasing our future tax obligations. In addition, at the state level, there may be periods during which the use of NOL carryforwards is suspended or otherwise limited, which could accelerate or permanently increase state taxes owed.

If our information technology systems or data, or those of third parties upon which we rely, are or were compromised, we could experience adverse consequences resulting from such compromise, including but not limited to regulatory investigations or actions; litigation; fines and penalties; disruptions of our business operations; reputational harm; loss of revenue or profits; loss of customers or sales; and other adverse consequences.

In the ordinary course of business, we process proprietary, confidential, and sensitive information (including but not limited to intellectual property, proprietary business information and personal information). We manage and maintain our applications and information utilizing a combination of on-site systems, managed data centers, and cloud-based data centers, and we are increasingly dependent upon information technology systems, infrastructure and information to operate our business.

It is critical that we do so in a secure manner to maintain the confidentiality, availability and integrity of such information. We also have outsourced elements of our operations to third parties, including third-party service providers and technologies to help operate critical business systems to Process proprietary, confidential and sensitive information, and as a result we manage a number of third-party contractors who have access to our proprietary, confidential and sensitive information. Our ability to monitor these third parties’ cybersecurity information security practices is limited, and these third parties may not have adequate information security measures in place.

Cyberattacks, malicious internet-based activity, and online and offline fraud are prevalent, continue to increase, and are becoming increasingly difficult to detect. Threat actors, personnel (such as through theft or misuse), sophisticated nation-states, and nation-state-supported actors now engage and are expected to continue to engage in cyber-attacks, including without limitation nation-state actors for geopolitical reasons and in conjunction with military conflicts and defense activities. During times of war and other major conflicts, we and the third parties upon which we rely may be vulnerable to a heightened risk of these attacks, including cyber-attacks that could materially disrupt our systems and operations, supply chain, and ability to produce, sell and distribute our goods and services. Despite the implementation of security measures designed to protect against a security incident, we and our contractors and consultants are vulnerable to a variety of evolving threats including but not limited to service interruptions, system malfunction, natural disasters, terrorism, war, public health crises, telecommunication and electrical failures, malware (including as a result of advanced persistent threat intrusions), malicious code, ransomware, supply chain attacks, denial-of-service attacks (such as credential stuffing), social engineering and other attempts to affect service reliability and threaten the confidentiality, integrity and availability of information. Ransomware attacks have become increasingly prevalent and severe and can lead to significant interruptions in our operations, loss of data and income, reputational harm, and diversion of funds. Extortion payments may alleviate the negative impact of a ransomware attack, but we may be unwilling or unable to make such payments due to, for example, applicable laws or regulations prohibiting such payments. Supply-chain attacks have also increased in frequency and severity, and we cannot guarantee that third parties and infrastructure in our supply chain or our third-party partners’ supply chains have not been compromised or that they do not contain exploitable defects or bugs that could result in a breach of or disruption to our information technology systems (including our services) or the third-party information technology systems that support us and our services. Any of the previously identified or similar threats could cause a disruption or security incident, which could result in unauthorized, unlawful, or accidental loss of, damage to, modification of, destruction of, alteration of, encryption of, disclosure of, access to, or acquisition of our information and could interrupt our ability to provide our services.

While we have not experienced any such system failure, accident or material security incident to date, we cannot assure you that our data protection efforts and our investment in information technology have or will prevent security incidents, and we may be unable in the future to detect vulnerabilities in our information technology systems because such threats and techniques change frequently, are often sophisticated in nature, and may not be detected until after a security incident has occurred. Applicable data privacy and security obligations may require us to notify relevant stakeholders of security incidents, including affected individuals, the Secretary of the HHS, states Attorneys General and others. Such disclosures are costly, and the disclosures or failure to comply could lead to adverse consequences.

If we or a third party upon whom we rely experience a security incident or are perceived to have experienced a security incident, we may experience government enforcement actions, additional reporting requirements and/or oversight, restrictions on processing data (including personal information), litigation, indemnification obligations, negative publicity, reputational harm, monetary fund diversions, interruptions in our operations, and other harms. Such consequences may disrupt our operations (including our ability to conduct our analyses, provide test results, bill payors or patients, process claims and appeals, provide customer assistance, conduct research and development activities, collect, process, and prepare company

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financial information, provide information about our products and other patient and physician education and outreach efforts through our website, and manage the administrative aspects of our business), damage our reputation, negatively impact our ability to grow our business, and others. For example, we maintain a tumor specimen database comprised of over 60,000 samples. Some of these samples were used to develop and validate DecisionDx-Melanoma, and, of those, some are currently being used to improve on the test and some will be used in the future. If we were to lose this database, our ability to further validate, improve and therefore maintain and grow sales of DecisionDx-Melanoma could be significantly impaired.

Our contracts may not contain limitations of liability, and there can be no assurance that the limitations of liability in our contracts would be enforceable or adequate or would otherwise protect us from liabilities or damages if we fail to comply with applicable privacy and security obligations. We cannot be sure that our insurance coverage will be adequate or sufficient to protect us from or adequately mitigate liabilities or damages with respect to claims, costs, expenses, litigation, fines, penalties, business loss, information loss, regulatory actions or material adverse impacts arising out of our privacy and security practices, Processing or security incidents we may experience, or that such coverage will continue to be available on commercially reasonable terms or at all.

Product or professional liability lawsuits against us could cause us to incur substantial liabilities and could limit our commercialization of our products.

We face an inherent risk of product and professional liability exposure related to our products. The marketing, sale and use of our products could lead to the filing of product liability claims were someone to allege that our products identified or reported inaccurate or incomplete information, or otherwise failed to perform as designed. We may also be subject to liability for errors in, a misunderstanding of or inappropriate reliance upon, the information we provide in the ordinary course of our business activities.

If we cannot successfully defend ourselves against claims that our products caused injury or otherwise failed to function properly, we could incur substantial liabilities. Regardless of merit or eventual outcome, product liability claims may result in:

•decreased demand for our current tests any tests that we may develop, and the inability to commercialize such tests;

•injury to our reputation and significant negative media attention;

•reluctance of experts willing to conduct our clinical studies;

•initiation of investigations by regulators;

•significant costs to defend the related litigation and diversion of management’s time and our resources;

•substantial monetary awards to study subjects or patients;

•product recalls, withdrawals or labeling, or marketing or promotional restrictions; and

•loss of revenue.

We currently carry product liability insurance. However, the amount of this insurance may not be adequate to cover all liabilities that we may incur. Insurance coverage is increasingly expensive. We may not be able to maintain insurance coverage at a reasonable cost or in an amount adequate to satisfy any liability that may arise.

International expansion of our business exposes us to business, regulatory, political, operational, financial, and economic risks associated with doing business outside of the United States.*

While we currently accept orders from customers outside of the United States, our historical business strategy has been directed toward customers within the United States. Our long-term business strategy contemplates potential international expansion. Doing business internationally involves a number of risks, including:

•multiple, conflicting and changing laws and regulations such as privacy regulations, tax laws, export and import restrictions, economic sanctions and embargoes, employment laws, regulatory requirements and other governmental approvals, permits and licenses;

•limits in our ability to penetrate international markets if we are not able to perform tests locally;

•logistics and regulations associated with shipping tissue samples, including infrastructure conditions and transportation delays;

•difficulties in staffing and managing foreign operations;

•failure to obtain regulatory approvals for the commercialization of our products in various countries;

•complexities and difficulties in obtaining intellectual property protection and enforcing our intellectual property;

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•complexities associated with managing multiple payor reimbursement regimes, government payors, or patient self-pay systems;

•financial risks, such as longer payment cycles, difficulty collecting accounts receivable, the impact of local and regional financial crises on demand and payment for our products and exposure to foreign currency exchange rate fluctuations;

•natural disasters, political and economic instability, including wars, terrorism, and political unrest, outbreak of disease, boycotts, curtailment of trade and other business restrictions; and

•regulatory and compliance risks that relate to maintaining accurate information and control over sales and distributors’ activities that may fall within the purview of the U.S. Foreign Corrupt Practices Act (“FCPA”) its books and records provisions, or its anti-bribery provisions.

Any of these factors could significantly harm our future international expansion and operations and, consequently, our revenue and results of operations.

Requirements associated with being a public company will continue to increase our costs as well as divert significant company resources and management attention.*

We are subject to the reporting requirements of the Exchange Act or the other rules and regulations of the SEC and any securities exchange relating to public companies. Sarbanes-Oxley, as well as rules subsequently adopted by the SEC and Nasdaq to implement provisions of Sarbanes-Oxley, impose significant requirements on public companies, including requiring establishment and maintenance of effective disclosure and financial controls and changes in corporate governance practices. Further, pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the SEC has adopted additional rules and regulations in these areas, such as mandatory ‘‘say on pay’’ voting requirements that now apply to us since we are no longer an emerging growth company effective December 31, 2021. Stockholder activism, the current political environment and the current high level of government intervention and regulatory reform may lead to substantial new regulations and disclosure obligations, which may lead to additional compliance costs and impact the manner in which we operate our business in ways we cannot currently anticipate. Compliance with the various reporting and other requirements applicable to public companies requires considerable time and attention of management. We cannot assure you that we will satisfy our obligations as a public company on a timely basis.

We expect the rules and regulations applicable to public companies to substantially increase our legal and financial compliance costs and to make some activities more time-consuming and costly. We were previously afforded exemptions from certain public company reporting requirements and were permitted to apply scaled disclosure requirements as a result of our status as an emerging growth company and a smaller reporting company, respectively. Effective December 31, 2021, we ceased to be an emerging growth company and beginning with this Quarterly Report on Form 10-Q are no longer permitted to take advantage of the scaled disclosures available to a smaller reporting company. If we are unable to comply with these requirements on a timely basis or if the attention of our management and personnel is diverted from other business concerns, it could have a material adverse effect on our business, financial condition and results of operations. The increased costs will increase our net loss or decrease our net income, and may require us to reduce costs in other areas of our business or increase the prices of our products. In addition, as we expand, it may be more difficult or more costly for us to obtain certain types of insurance, including directors’ and officers’ liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. The impact of these events could also make it more difficult for us to attract and retain qualified personnel to serve on our board of directors, our board committees or as executive officers.

If we fail to comply with environmental, health and safety laws and regulations, we could become subject to fines or penalties or incur costs that could have a material adverse effect on the success of our business.

We, and the third parties with whom we share our facilities, are subject to numerous environmental, health and safety laws and regulations, including those governing laboratory procedures and the handling, use, storage, treatment and disposal of hazardous materials and wastes. Each of our operations involve the use of hazardous and flammable materials, including chemicals and biological and radioactive materials. Our operations also produce hazardous waste. We generally contract with third parties for the disposal of these materials and wastes. We cannot eliminate the risk of contamination or injury from these materials. We could be held liable for any resulting damages in the event of contamination or injury resulting from the use of hazardous materials by us or the third parties with whom we share our facilities, and any liability could exceed our resources. We also could incur significant costs associated with civil or criminal fines and penalties.

Although we maintain workers’ compensation insurance to cover us for costs and expenses we may incur due to injuries to our employees resulting from the use of hazardous materials, this insurance may not provide adequate coverage against potential liabilities. We do not maintain insurance for environmental liability or toxic tort claims that may be asserted against us in connection with our storage or disposal of biological, hazardous or radioactive materials.

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In addition, we may incur substantial costs in order to comply with current or future environmental, health and safety laws and regulations. These current or future laws and regulations may impair our research and development. Failure to comply with these laws and regulations also may result in substantial fines, penalties or other sanctions.

Our business could be adversely impacted by inflation.

Recently, the rate of inflation in the U.S. has risen to levels not experienced in decades. We have begun to see some inflationary pressures, primarily in personnel and related costs. The extent of any future impacts from inflation on our business and our results of operations will be dependent upon how long the elevated inflation levels persist and if the rate of inflation were to further increase, neither of which we are able to predict. If elevated levels of inflation were to persist or if the rate of inflation were to accelerate, the purchasing power of our cash and cash equivalents may be eroded, our expenses could increase faster than anticipated and we may utilize our capital resources sooner than expected. Further, given the complexities of the reimbursement landscape in which we operate, our payors may be unwilling or unable to increase reimbursement rates to compensate for inflationary impacts.

Our business could be adversely affected by natural disasters, public health epidemics and other events beyond our control.

Although we maintain crisis management plans, our business operations are subject to interruption by natural disasters and other events and catastrophes beyond our control, including, but not limited to, earthquakes, floods, fires, tornadoes, hurricanes, power or other utility outages, telecommunications failures and public health crises. Further, outbreaks of epidemic diseases, such as the COVID-19 pandemic discussed above, or the fear of such events, could provoke responses, including government-imposed travel restrictions that could impede the mobility and effectiveness of our sales force, disrupt our operations or those of our suppliers and service providers. The ultimate impact of any of these or similar events is highly uncertain and could have a material adverse impact on our operations.

Risks Related to Ownership of Our Common Stock

The price of our common stock may be volatile or may decline regardless of our operating performance, and you may lose all or part of your investment.*

The market price of our common stock may fluctuate significantly in response to numerous factors, many of which are beyond our control, including:

•our operating performance and the performance of other similar companies;

•our success in marketing and selling our products;

•reimbursement determinations by third-party payors and reimbursement rates for our products;

•changes in our projected operating results that we provide to the public, our failure to meet these projections or changes in recommendations by securities analysts that elect to follow our common stock;

•regulatory or legal developments in the United States and other countries;

•the level of expenses related to product development and clinical studies for our products;

•our ability to achieve product development goals in the timeframes we announce;

•announcements of clinical study results, regulatory developments, acquisitions, strategic alliances or significant agreements by us or by our competitors;

•the success or failure of our efforts to acquire, license or develop additional tests;

•recruitment or departure of key personnel;

•general economic conditions and market conditions specific to our industry;

•interest rates and the rate of inflation;

•the extent and duration of the impacts from the COVID-19 pandemic;

•trading activity by a limited number of stockholders who together beneficially own a significant percentage of our outstanding common stock;

•the size of our market float; and

•any other factors discussed in this Quarterly Report on Form 10-Q.

For example, following our April 4, 2022 announcement of our entry into a definitive agreement to acquire AltheaDx, our stock price decreased 16.5% the next day and experienced further declines in the days that followed. In addition, the stock market in

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general, and diagnostic and life sciences companies in particular, have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of these companies. Broad market and industry factors may negatively affect the market price of our securities, regardless of our actual operating performance. In the past, stockholders of other companies have filed securities class action litigation following periods of market volatility. If we were to become involved in securities litigation, it could subject us to substantial costs, divert resources and the attention of management from our business and adversely affect our business.

If there are substantial sales of shares of our common stock, the price of our common stock could decline.*

The price of our common stock could decline if there are substantial sales of our common stock, particularly sales by our directors, executive officers and significant stockholders, or if there is a large number of shares of our common stock available for sale and the market perceives that sales will occur. Shares held by directors, executive officers and other affiliates are subject to volume limitations under Rule 144 under the Securities Act.

Certain of our stockholders have rights, subject to some conditions, to require us to file registration statements covering their shares or to include their shares in registration statements that we may file for ourselves or our stockholders. We filed such a registration statement in January 2022 to register the resale of shares of our common stock issuable in connection with our acquisition of Cernostics in December 2021. We also expect to file a registration statement to register the resale of shares of our common stock that were issued and that may be issuable in connection with our acquisition of AltheaDx in April 2022. We have registered shares of common stock that we have issued and may issue under our employee equity incentive plans. As a result, these shares will be able to be sold freely in the public market upon issuance.

The market price of the shares of our common stock could decline as a result of the sale of a substantial number of our shares of common stock in the public market or the perception in the market that the holders of a large number of shares intend to sell their shares.

We have broad discretion in the use of working capital and may not use it effectively or in ways that increase our share price.

We cannot specify with any certainty the particular uses of working capital, but we currently expect such uses will include: funding selling and marketing activities, including expansion of our sales force to support the ongoing commercialization of current and future products; research and development related to the continued support of our current products as well as the development of our product pipeline; and other general corporate purposes, including the additional costs associated with being a public company. The failure by our management to apply our working capital effectively could adversely affect our business and financial condition. Pending its use, we may invest working capital in a manner that does not produce income or that loses value. These investments may not yield a favorable return to our investors.

If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline.

The trading market for our common stock depends in part on the research and reports that securities or industry analysts publish about us or our business. If one or more of the analysts who cover us downgrade our common stock or publish inaccurate or unfavorable research about our business, our common stock price would likely decline. If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, demand for our common stock could decrease, which might cause our common stock price and trading volume to decline.

Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud.

We are subject to the periodic reporting requirements of the Exchange Act. We designed our disclosure controls and procedures to reasonably assure that information we must disclose in reports we file or submit under the Exchange Act is accumulated and communicated to management, and recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. We believe that any disclosure controls and procedures or internal controls and procedures, no matter how well-conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. For example, our directors or executive officers could inadvertently fail to disclose a new relationship or arrangement causing us to fail to make any related party transaction disclosures. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by an unauthorized override of the controls. Accordingly, because of the inherent limitations in our control system, misstatements due to error or fraud may occur and not be detected. In addition, we do not have a risk management program or processes or procedures for identifying and addressing risks to our business in other areas.

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We have and may continue to enter into related party transactions that create conflicts of interest, or the appearances of conflicts of interest, which may harm our business and cause our stock price to decline.*

We have entered into related party transactions that create conflicts of interest between our interests and the interests of our directors and executive officers. For example, we employ three children and a brother-in-law of Derek J. Maetzold, our President and Chief Executive Officer, three children and a son-in-law of Kristen M. Oelschlager, our Chief Operating Officer, and the son of Tobin W. Juvenal, our Chief Commercial Officer, in each case in non-officer positions. Additionally, Derek J. Maetzold and Daniel M. Bradbury, the chairperson of our board of directors, each served on the board of directors of AltheaDx, a commercial-stage molecular diagnostics company that we acquired in April 2022. Further, each of the following individuals was a direct or indirect beneficial owner of AltheaDx securities and received consideration in the transaction: Mr. Bradbury; Mr. Maetzold; Thomas Sullivan, John Maetzold and Peter Maetzold, immediate family members of Mr. Maetzold; Frank Stokes, our Chief Financial Officer; Tobin Juvenal, our Chief Commercial Officer; Kristen Oelschlager, our Chief Operating Officer; and Joshua Albers and Allysa Topel, immediate family members of Ms. Oelschlager.

These types of related party arrangements are required to be disclosed in our annual proxy statement and/or in the notes to our consolidated financial statements based on certain criteria. We may engage in other transactions in the future involving our executive officers, directors and their family members and/or entities which they control or are affiliated, which could cause individuals in our management to seek to advance their economic interests or the economic interests of certain related parties above ours. Although we have a written policy on related party transactions that involves independent review and oversight by the audit committee of our board of directors, there can be no assurances that conflicts of interest will not exist, or that we will be able to adequately address or mitigate any actual or perceived conflicts of interest, and stockholders, analysts, proxy advisory firms, the news media and other parties may view these transactions as representing conflicts of interest or as otherwise inappropriate, which may result in negative public perception and reputational harm, and could impair our ability to enter into new customer relationships or attract and retain employees. Potential, perceived and actual conflicts of interest could cause investors to question the independence of our management, the adequacy and effectiveness of our disclosure controls and procedures or the integrity of our corporate governance procedures and compensation practices, which could have a material adverse effect on the trading price of our common stock and our business, financial condition and results of operations.

We do not intend to pay dividends for the foreseeable future.

We have never declared nor paid cash dividends on our capital stock. We currently intend to retain any future earnings to finance the operation and expansion of our business, and we do not expect to declare or pay any dividends in the foreseeable future. Consequently, stockholders must rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investment.

The concentration of our stock ownership will likely limit your ability to influence corporate matters, including the ability to influence the outcome of director elections and other matters requiring stockholder approval.*

Based upon shares outstanding as of March 31, 2022, our executive officers, directors and the known holders of more than 5% of our outstanding common stock, in the aggregate, beneficially owned approximately 26% of our common stock. As a result, these stockholders, acting together, will have significant influence over all matters that require approval by our stockholders, including the election of directors and approval of significant corporate transactions. Corporate actions might be taken even if other stockholders oppose them. This concentration of ownership might also have the effect of delaying or preventing a change of control of our company that other stockholders may view as beneficial.

Delaware law and provisions in our amended and restated certificate of incorporation and amended and restated bylaws could make a merger, tender offer or proxy contest difficult, thereby depressing the trading price of our common stock.

Provisions of our amended and restated certificate of incorporation and amended and restated bylaws may delay or discourage transactions involving an actual or potential change in our control or change in our management, including transactions in which stockholders might otherwise receive a premium for their shares or transactions that our stockholders might otherwise deem to be in their best interests. Therefore, these provisions could adversely affect the price of our common stock. Among other things, our amended and restated certificate of incorporation and amended and restated bylaws:

•permit our board of directors to issue up to 10,000,000 shares of preferred stock, with any rights, preferences and privileges as they may designate (including the right to approve an acquisition or other change in our control);

•provide that the authorized number of directors may be changed only by resolution of the board of directors;

•provide that the board of directors or any individual director may only be removed with cause and the affirmative vote of the holders of at least 66-2/3% of the voting power of all of our then outstanding common stock;

•provide that all vacancies, including newly created directorships, may, except as otherwise required by law, be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum;

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•divide our board of directors into three classes;

•require that any action to be taken by our stockholders must be effected at a duly called annual or special meetings of stockholders and not be taken by written consent;

•provide that stockholders seeking to present proposals before a meeting of stockholders or to nominate candidates for election as directors at a meeting of stockholders must provide notice in writing in a timely manner and also specify requirements as to the form and content of a stockholder’s notice;

•do not provide for cumulative voting rights (therefore allowing the holders of a majority of the shares of common stock entitled to vote in any election of directors to elect all of the directors standing for election, if they should so choose);

•provide that special meetings of our stockholders may be called only by the chairperson of the board, our Chief Executive Officer or by the board of directors pursuant to a resolution adopted by a majority of the total number of authorized directors;

•provide that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if and only if the Court of Chancery of the State of Delaware lacks subject matter jurisdiction, any state court located within the State of Delaware or, if and only if all such state courts lack subject matter jurisdiction, the federal district court for the District of Delaware) will be the sole and exclusive forum for the following types of actions or proceedings under Delaware statutory or common law: (i) any derivative action or proceeding brought on our behalf; (ii) any action or proceeding asserting a claim of breach of a fiduciary duty owed by any of our current or former directors, officers or other employees to us or our stockholders; (iii) any action or proceeding asserting a claim against us or any of our current or former directors, officers or other employees, arising out of or pursuant to any provision of the Delaware General Corporation Law, our certificate of incorporation or our bylaws; (iv) any action or proceeding to interpret, apply, enforce or determine the validity of our certificate of incorporation or our bylaws; (v) any action or proceeding as to which the Delaware General Corporation Law confers jurisdiction to the Court of Chancery of the State of Delaware; and (vi) any action asserting a claim against us or any of our directors, officers or other employees governed by the internal affairs doctrine, in all cases to the fullest extent permitted by law and subject to the court’s having personal jurisdiction over the indispensable parties named as defendants; provided these provisions of our amended and restated certificate of incorporation and amended and restated bylaws will not apply to suits brought to enforce a duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction; and

•provide that unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act, subject to and contingent upon a final adjudication in the State of Delaware of the enforceability of such exclusive forum provision.

The amendment of any of these provisions, with the exception of the ability of our board of directors to issue shares of preferred stock and designate any rights, preferences and privileges thereto, would require approval by the holders of at least 66-2/3% of our then-outstanding common stock.

In addition, as a Delaware corporation, we are subject to Section 203 of the Delaware General Corporation Law. These provisions may prohibit large stockholders, in particular those owning 15% or more of our outstanding voting stock, from merging or combining with us for a certain period of time. A Delaware corporation may opt out of this provision by express provision in its original certificate of incorporation or by amendment to its certificate of incorporation or bylaws approved by its stockholders. However, we have not opted out of this provision.

These and other provisions in our amended and restated certificate of incorporation, amended and restated bylaws and Delaware law could make it more difficult for stockholders or potential acquirers to obtain control of our board of directors or initiate actions that are opposed by our then-current board of directors, including delay or impede a merger, tender offer or proxy contest involving our company. The existence of these provisions could negatively affect the price of our common stock and limit opportunities for you to realize value in a corporate transaction.

Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware is the exclusive forum for certain disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.

Our amended and restated certificate of incorporation provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if and only if the Court of Chancery of the State of Delaware lacks subject matter jurisdiction, any state court located within the State of Delaware or, if and only if all such state courts lack subject matter jurisdiction, the federal district court for the District of Delaware) will be the sole and exclusive

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forum for the following types of actions or proceedings under Delaware statutory or common law: (i) any derivative action or proceeding brought on our behalf; (ii) any action or proceeding asserting a claim of breach of a fiduciary duty owed by any of our current or former directors, officers or other employees to us or our stockholders; (iii) any action or proceeding asserting a claim against us or any of our current or former directors, officers or other employees arising out of or pursuant to any provision of the Delaware General Corporation Law, our amended and restated certificate of incorporation or amended and restated bylaws; (iv) any action or proceeding to interpret, apply, enforce or determine the validity of our amended and restated certificate of incorporation or our amended and restated bylaws; (v) any action or proceeding as to which the Delaware General Corporation Law confers jurisdiction to the Court of Chancery of the State of Delaware; and (vi) any action asserting a claim against us or any of our directors, officers or other employees that is governed by the internal affairs doctrine, in all cases to the fullest extent permitted by law and subject to the court’s having personal jurisdiction over the indispensable parties named as defendants; provided these provisions would not apply to suits brought to enforce a duty or liability created by the Exchange Act, or any other claim for which the federal courts have exclusive jurisdiction. This provision would not apply to suits brought to enforce a duty or liability created by the Exchange Act. Furthermore, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all such Securities Act actions. Accordingly, both state and federal courts have jurisdiction to entertain such claims. To prevent having to litigate claims in multiple jurisdictions and the threat of inconsistent or contrary rulings by different courts, among other considerations, our amended and restated certificate of incorporation and amended and restated bylaws provide that unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act, subject to and contingent upon a final adjudication in the State of Delaware of the enforceability of such exclusive forum provision. While the Delaware courts have determined that such choice of forum provisions are facially valid, a stockholder may nevertheless seek to bring a claim in a venue other than those designated in the exclusive forum provisions. In such instance, we would expect to vigorously assert the validity and enforceability of the exclusive forum provisions of our amended and restated certificate of incorporation. This may require significant additional costs associated with resolving such action in other jurisdictions and there can be no assurance that the provisions will be enforced by a court in those other jurisdictions.

These choice of forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees and may discourage these types of lawsuits. Furthermore, the enforceability of similar choice of forum provisions in other companies’ certificates of incorporation has been challenged in legal proceedings, and it is possible that a court could find these types of provisions to be inapplicable or unenforceable. If a court were to find the choice of forum provisions contained in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Use of Proceeds from IPO of Common Stock

On July 29, 2019, we completed the IPO, pursuant to which we issued and sold 4,600,000 shares of our common stock, including 600,000 shares associated with the full exercise of the underwriters’ option to purchase additional shares, at a price to the public of $16.00 per share.

The offer and sale of all of the shares of our common stock in the IPO were registered under the Securities Act pursuant to our Registration Statements on Form S-1, as amended (File Nos. 333-232369 and 333-232796), which were declared or became effective on July 24, 2019.

There has been no material change in our planned use of the net proceeds from the IPO as described in the final prospectus filed with the SEC on July 26, 2019, relating to our Registration Statements on Form S-1 (File Nos. 333-232369 and 333-232796).

Since the effective date of our registration statement through March 31, 2022, we have not used any of the net proceeds from the IPO. Pending such uses, we have invested, and plan to continue to invest, the balance of the net proceeds from the IPO in cash and cash equivalent securities or highly liquid investment securities.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

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Item 6. Exhibits.

Exhibit Number	Description of document
2.1#+	Agreement and Plan of Merger, dated October 18, 2021, by and among the Registrant, Space Merger Sub, Inc., Cernostics, Inc., and Shareholder Representative Services LLC, incorporated by reference to Exhibit 2.1 of the Registrant’s Current Report on Form 8-K, as amended, originally filed with the SEC on December 6, 2021.
2.2#+	Agreement and Plan of Merger, dated April 4, 2022, by and among the Registrant, AltheaDx, Inc., Acorn Merger Sub, Inc. and Fortis Advisors LLC, incorporated by reference to Exhibit 2.1 of the Registrant’s Current Report on Form 8-K filed with the SEC on April 4, 2022.
3.1	Amended and Restated Certificate of Incorporation of the Registrant, incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed with the SEC on July 29, 2019.
3.2	Amended and Restated Bylaws of the Registrant, incorporated by reference to Exhibit 3.2 of the Registrant’s Current Report on Form 8-K filed with the SEC on July 29, 2019.
4.1	Form of Common Stock Certificate of the Registrant, incorporated by reference to Exhibit 4.1 of the Registrant’s Registration Statement on Form S-1 (File No. 333-232369), as amended, originally filed with the SEC on June 26, 2019.
4.2	Sixth Amended and Restated Investors’ Rights Agreement, dated July 12, 2019, by and among the Registrant and certain of its stockholders, incorporated by reference to Exhibit 4.2 of the Registrant’s Registration Statement on Form S-1 (File No. 333-232369), as amended, originally filed with the SEC on June 26, 2019.
10.1†	Non-Employee Director Compensation Policy, as amended effective January 28, 2022, incorporated by reference to Exhibit 10.11 of the Registrant’s Annual Report on Form 10-K, filed with the SEC on February 28, 2022.
10.2	Fourth Amendment to Standard Office Lease, dated March 11, 2022, by and between the Registrant and Alturas Siete I, LLC, incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed with the SEC on March 17, 2022.
10.3*#	Lease Agreement, dated April 1, 2022, by and between the Registrant and ACA Concourse East Unit 3 LLC.
31.1*	Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Exchange Act.
31.2*	Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) of the Exchange Act.
32.1**	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rules 13a-14(b) or 15d-14(b) of the Exchange Act, and 18 U.S.C. Section 1350.
101.INS*	Inline XBRL Instance Document—the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document.
101.SCH*	Inline XBRL Taxonomy Extension Schema.
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase.
101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase.
101.LAB*	Inline XBRL Taxonomy Extension Label Linkbase.
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase.
104*	Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101).

_____________________________________

*    Filed herewith

**    Furnished herewith.

#    Schedules and exhibits to this exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished to the SEC upon request; provided, however, that we may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any schedule or exhibit so furnished.

+ Pursuant to Item 601(b)(2) of Regulation S-K, certain portions of this exhibit have been omitted (indicated by “[***]”) because we have determined that the information is not material and is the type that we treat as private or confidential. In addition, certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished to the SEC upon request; provided, however, that we may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any schedule or exhibit so furnished.

† Indicates management contract or compensatory plan.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		CASTLE BIOSCIENCES, INC.
Date:	May 9, 2022	By:	/s/ Derek J. Maetzold
			Derek J. Maetzold President and Chief Executive Officer (Principal Executive Officer)
Date:	May 9, 2022	By:	/s/ Frank Stokes
			Frank Stokes Chief Financial Officer (Principal Financial and Accounting Officer)

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EX-10.3

EXHIBIT 10.3

LEASE AGREEMENT

Between

ACA CONCOURSE EAST UNIT 3 LLC

and

CASTLE BIOSCIENCES, INC.

Unit 3, Nova Place Concourse, Pittsburgh, Pennsylvania

Contents

Article I - Premises and Term	1
Section 1.1 - Description of Premises	1
Section 1.2 - Interests Granted With the Premises.	2
Section 1.3 - Term	2
Section 1.4 - Reserved Rights	3
Section 1.5 - Extension Option	3
Article II - Rent	4
Section 2.1 - Definition of Lease Year.	4
Section 2.2 - Tenant’s Proportionate Share	5
Section 2.3 - Basic Rent	5
Section 2.4 - Taxes.	5
Section 2.5 - Personal Property Taxes	8
Section 2.6 - Operating Cost Payment	8
Section 2.7 - Electricity	11
Section 2.8 - Additional Rent	11
Section 2.9 - Late Charges	11
Section 2.10 - Place of Payment	12
Section 2.11 - Utilities in General	12
Section 2.12 - General Allocation Procedures	12
Section 2.13 - Domestic Water and Sewer Service	12
Section 2.14 - Janitorial Service	13
Section 2.15 - Trash	13
Article III - Use of Premises	13
Section 3.1 - Use of Premises.	13
Section 3.2 - Unlawful Purpose	13
Section 3.3 - Compliance with Laws	13
Section 3.4 - Hazardous Materials	14
Section 3.5 - Floor Loading	15
Section 3.6 - Entry by Landlord	15
Section 3.7 - Rules and Regulations of Landlord	16
Section 3.8 - Signs	16
Article IV- Quiet Enjoyment	16
Article V - Delivery of Premises, Tenant’s Work, Alterations and Maintenance	16
Section 5.1 - Improvements by Landlord.	16
Section 5.2 - Condition	18
Section 5.3 - Alterations by Tenant	18
Section 5.4 - Maintenance by Tenant	18
Section 5.5 - Landlord’s Services	19
Section 5.6 - Maintenance by Landlord	19
Section 5.7 - Liens	20
Section 5.8 - Landlord’s Liability	20
Section 5.9 - Interruption of Service	20
Section 5.10 - Security	20
Article VI - Insurance and Indemnification	21
Section 6.1 - Property Insurance	21
Section 6.2 - Tenant’s Insurance	21
Section 6.3 - Increase in Insurance Premiums	23
Section 6.4 - Qualifications of Insurers	23
Section 6.5 - Evidence of Insurance	23
Section 6.6 - Indemnification	23
Section 6.7 - Tenant Waiver; Mutual Waiver of Subrogation	24
Section 6.8 - Landlord Indemnification	24
Article VII - Damage and Condemnation	24
Section 7.1 - Damage and Destruction.	24
Section 7.2 - Taking of All	26
Section 7.3 - Taking of Less Than All	26
Section 7.4 - Removal of Property	26
Article VIII - Assignment and Subleasing	26
Section 8.1 - Assignment and Subleasing	26
Section 8.2 - Consent to Assignment or Subletting	27
Section 8.3 - Division of Premises	29

-i-

Castle Biosciences - Unit 3 - Nova Place

Section 8.4 - Documentation	30
Section 8.5 - Definition of Assignment	30
Section 8.6 - No Release	30
Section 8.7 - Permitted Transfers	30
Article IX - Default	31
Section 9.1 - Default	31
Section 9.2 - Landlord’s Remedies	32
Section 9.3 - Non-Waiver	33
Section 9.4 - Waiver by Tenant	34
Section 9.5 - Self-Help	34
Section 9.6 - Landlord’s Default	34
Section 9.7 - Provisions Not Exclusive	34
Section 9.8 - Attorneys’ Fees	34
Article X - Subordination and Relationship of the Parties	34
Section 10.1 - Subordination	34
Section 10.2 - Estoppel Certificate	35
Section 10.3 - No Joint Venture	35
Article XI - Security Deposit	35
Article XII - Termination and Surrender	35
Section 12.1 - Condition of Premises	35
Section 12.2 - Holding-Over	36
Section 12.3 - Landlord and Tenant Act of 1951	36
Article XIII - Miscellaneous Provisions	36
Section 13.1 - Broker	36
Section 13.2 - Amendments	36
Section 13.3 - Successors	37
Section 13.4 - Construction	37
Section 13.5 - Captions	37
Section 13.6 - Notices	37
Section 13.7 - Counterparts and Electronic Signatures	37
Section 13.8 - Partial Invalidity	38
Section 13.9 - Limitation of Liability	38
Section 13.10 - Joint and Several Liability	38
Section 13.11 - Financial Statements	38
Section 13.12 - Relocation	38
Section 13.13 - Governing Law	38
Section 13.14 - Waiver of Jury Trial	39
Section 13.15 - Notice of Lease	39
Section 13.16 - Number and Gender	39
Section 13.17 - Force Majeure	39
Section 13.18 - Entire Agreement	39
Section 13.19 - Time of the Essence	39
Section 13.20 - Guaranty of Lease	39
Section 13.21 - Sale of Property by Landlord	39
Section 13.22 - When Lease Becomes Binding	39
Section 13.23 - Authority for Execution	39
Section 13.24 - Tenant’s Understanding	40
Section 13.25 - Confidentiality	40
Section 13.26 - Parking Validation	40
Section 13.27 - Condominium	40
Section 13.28 - Early Termination Option.	40
Section 13.29 - Right of First Refusal	41
EXHIBIT A - DIAGRAM OF PREMISES	44
EXHIBIT B - RULES AND REGULATIONS	45
EXHIBIT C - LANDLORD’S WORK	47
SCHEDULE C-1 - PLAN FOR LANDLORD’S WORK	48
SCHEDULE C-2 - LANDLORD’S WORK LETTER	49
EXHIBIT D - CONSTRUCTION INSURANCE REQUIREMENTS	51
EXHIBIT E - LANDLORD SERVICES	54
EXHIBIT F - CONFIRMATION OF LEASE PROVISIONS	55

-ii-

Castle Biosciences - Unit 3 - Nova Place

LEASE AGREEMENT

THIS LEASE AGREEMENT (“Lease”) is between ACA CONCOURSE EAST UNIT 3 LLC, a Delaware limited liability company (“Landlord”) and CASTLE BIOSCIENCES, INC., a Delaware corporation (“Tenant”).

Article I - Premises and Term

Section 1.1 - Description of Premises.The premises leased by Landlord to Tenant (“Premises”) are described as follows:

Floor Area of the Premises: Agreed to be 20,856 rentable square feet of space in the Unit, as hereafter defined, for the first thirty-six months of the Term. On the first day of the thirty-seventh (37th) month of the Term, an additional 23,821 rentable square feet of space in the Unit shall be added to the Premises, so that the total rentable square feet of the Premises is 44,677.

Diagram of Premises: The Premises are outlined on Exhibit A to this Lease.

Unit: The Premises are located in the condominium unit number 3 which consists of a building known as the Concourse Building, Nova Place, Pittsburgh, Pennsylvania (“Unit”) and is comprised of an agreed upon 130,449 rentable square feet. The Unit is more particularly described in the Plats and Plans of Nova Place Condominium recorded on August 2, 2017 with the Department of Real Estate in Allegheny County, Pennsylvania in Plan Book Volume 293, Page 138.

Land: The Premises and the Unit are located on a parcel of land described in the Deed dated May 28, 2019, effective June 3, 2019 and recorded on June 4, 2019 with the Department of Real Estate in Allegheny County, Pennsylvania in Deed Book Volume 17639, Page 306 (“Land”).

Property: At times hereafter the Unit and all other improvements thereon are collectively referred to as the “Property”.

Nova Place Condominium/Project: The development commonly known as Nova Place Condominium (formerly known as Allegheny Center), created by a Declaration of Condominium, made pursuant to the provisions of the Pennsylvania Uniform Condominium Act 68 Pa. C.S.A. §§3101 et. seq., as amended, dated July 27, 2017, with an effective date of July 31, 2017 and recorded on August 2, 2017 with the Department of Real Estate in Allegheny County, Pennsylvania in Deed Book Volume 16888, Page 128, including the Land, the buildings and all other improvements hereon are collectively referred to as “Nova Place” or the “Project”.

Notwithstanding anything to the contrary set forth in this Lease, Landlord and the Executive Board of the Condominium reserve the right from time to time to re-measure the Premises, the Unit and/or Nova Place inaccordance with the current or revised standards promulgated from time to time by the Building Owners and Managers Association (BOMA) or the American National Standards Institute or other generally accepted measurement standards utilized by Landlord or the Executive Board of the Condominium and to thereafter adjust the rentable square footage of the Premises and/or the Unit. Landlord shall, at Tenant’s written request, provide Tenant with any additional information reasonably requested by Tenant to confirm the accuracy any such re-measurement of the Premises, Unit or Nova Place. Upon Landlord’s request, Tenant shall promptly enter into an amendment to this Lease to document the results of such re-measurement, provided that, in no event shall any such re-measurement increase Tenant’s financial obligations under this Lease.

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Section 1.2 - Interests Granted With the Premises. Together with the Premises, Tenant shall have the following rights, subject to reasonable rules and regulations from time to time established by Landlord pursuant to Section 3.7:

(a)    The right for Tenant and Tenant’s employees and invitees to pass over and through the common areas of the Land, Unit and other portions of the other condominium units of Nova Place, including walks, driveways and parking garages, vestibules, hallways, elevators and stairways as they may exist from time to time, for the purpose of going to and from the Premises.

(b)    The right to use in common with other tenants and their employees and invitees common shared bathrooms and other common areas and facilities as may be located in the Unit or other portions of Nova Place condominium units from time to time.

(c)    Tenant shall have access to the Premises twenty-four (24) hours per day, seven (7) days a week, subject to reasonable restrictions based on emergency conditions and restricted access at times outside of Normal Business Hours (as defined in Exhibit E attached hereto and incorporated herein), such restrictions shall be imposed to provide security for the Unit, and all other applicable provisions of this Lease. Tenant shall install and maintain a security system to control access to the Premises, provided that Landlord shall be given a code, key or other authorization permitting it to access the Premises, if required pursuant to the terms of this Lease or in the event of an emergency.

(d)    Tenant shall be provided with forty-two parking passes for the first thirty-six months and thereafter a total of eighty-nine (89) parking passes. Parking spaces are for use by non-commercial vehicles for the Nova Place Parking Garage, which is Unit 6 of the Nova Place Condominium, at no additional charge. In addition to the parking provided by the parking passes described in the immediately preceding sentence, Tenant and Tenant’s employees shall have the right to purchase additional parking passes in the Nova Place Parking Garage directly from the owner of such Unit 6 (currently ACA Garage Unit 6 LLC) on a monthly basis at the published rate in effect from time to time for tenants of Nova Place, subject to availability. Additionally, subject to availability in the Nova Place Parking Garage, Tenant, its employees and visitors may use the Nova Place Parking Garage on an hourly or daily basis at the published rates for the public. The use and occupancy of the Nova Place Parking Garage shall be subject to and governed by all of the terms, conditions, and provisions set forth in this Lease applicable to the Premises demised hereunder and any rules and regulations established by Landlord or any operator regarding the Nova Place Parking Garage. Tenant’s parking shall be in common with others in the Nova Place Parking Garage, as may exist from time to time, except any parking spaces that may be designated for the exclusive use. Tenant shall also have the ability to participate in parking validation programs, as set forth in Section 13.26 below.

Section 1.3 - Term.

(a)    Subject to the completion of Landlord’s Work as described in Section 5.1 below, the term of this Lease (“Term”) shall commence upon Landlord’s delivery of the Premises to Tenant in accordance with Section 5.1 hereafter (“Commencement Date”) and end on the last day of the one hundred twenty-sixth (126th) full calendar month thereafter (“Expiration Date”) unless sooner terminated or extended as provided in this Lease. Subject to Section 1.3(c) below, Landlord anticipates the Commencement Date shall be no later than one hundred eighty (180) days after receipt of a Building Permit. Notwithstanding the foregoing, if Tenant’s personnel shall occupy all or any part of the Premises for the conduct of its business prior to the Commencement Date, as determined pursuant to the first sentence of this sub-section, such date of occupancy shall, for all purposes of this Lease, be the Commencement Date. Landlord and Tenant shall execute a written instrument certifying the Commencement Date in the form attached hereto and incorporated herein as Exhibit F, within thirty (30) days after the Commencement Date, but the failure by either party to

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execute and deliver such memorandum shall have no effect on the Commencement Date, as hereinabove determined. Notwithstanding the Parties’ agreement that the Term begins on the Commencement Date, the parties understand and agree that this Lease is a binding obligation in full force and effect from and after the Effective Date (as defined on the signature page below).

(b)    Tenant shall be given non-exclusive access to the Premises at times reasonably acceptable to Landlord prior to the Commencement Date for installation of its phone and data systems and furniture delivery and set up, subject to all the terms of this Lease except the obligation to pay any rent for the period prior to the Commencement Date. Tenant agrees not to unreasonably interfere with Landlord’s Work, as defined hereafter. All of the terms of this Lease shall apply to such early access except for the payment of Basic Rent and Additional Rent (as hereinafter defined).

(c)    If Landlord is unable to deliver possession of the Premises to Tenant due to: (i) Landlord’s failure to complete Landlord’s Work, if any, by the anticipated commencement date; (ii) Landlord’s failure to obtain any final inspection of the Premises or (iii) a Tenant Delay (as defined below), then Landlord shall not be subject to any liability to Tenant nor shall the validity of this Lease be impaired. In such event, the Commencement Date, and the Term, shall be extended until Landlord is able to deliver possession of the Premises to Tenant. For purposes of this Lease, “Tenant Delay” shall mean any delay in the completion of Landlord’s Work resulting from any or all of the following: (1) Tenant’s failure to timely perform any of its obligations pursuant to this Lease, including any failure to complete, on or before the due date therefor, any action item which is Tenant’s responsibility pursuant to the work schedule or any schedule delivered by Landlord to Tenant pursuant to this Lease (including, without limitation, Exhibit C); (2) Tenant’s changes to the Landlord’s Work or approved Plan attached as Schedule C-1 - after the Effective Date; (3) Tenant’s request for materials, finishes, or installations which are not readily available or which are incompatible with Landlord’s Building standards; (4) any delay of Tenant in making payment to Landlord for any costs for Tenant’s changes to the approved Plan, as provided in Exhibit C; or (5) any other act or failure to act by Tenant, Tenant’s employees, agents, architects, independent contractors, consultants and/or any other person performing or required to perform services on behalf of Tenant.

Section 1.4 - Reserved Rights. Landlord reserves the right at any time to make alterations or additions to the Unit; to build additional stories thereon; to construct additional buildings or improvements on the Unit; to change from time to time the size, location and nature of the common areas included in the Unit; to install, maintain, use, repair and replace pipes, ducts, conduits, wires and appurtenant fixtures leading through the Premises in locations which will not materially interfere with Tenant’s use thereof. Tenant also understands that the other unit owners have, without limitation, the rights to make alterations or additions to their units and to build additional stories thereon, to construct additional buildings or improvements on their units, to change from time to time the size, location and nature of the common areas included in their units.

Section 1.5 - Extension Option. If this Lease shall then be in full force and effect and if Tenant shall have fully performed all of its terms and conditions, Tenant shall have the option to extend this Lease for one (1) additional term of five (5) years (“Extension Term”), provided that: (i) written notice exercising such option is delivered to the Landlord not more than seven hundred twenty (720) days and not less than five hundred forty (540) days prior to the Expiration Date and (ii) no Event of Default shall exist at the time of giving the notice and the commencement of the Extension Term and (iii) the original Tenant, named herein (or a Permitted Transferee) is occupying the Premises both at the time of giving the notice and at the time of commencement of the Extension Term. All of the provisions of this Lease shall pertain to such Extension Term, except that (a) the Basic Rent provided for in Section 2.3 shall be increased pursuant to the procedure set forth below and (b) there shall be no further options to extend the Term. Upon commencement of the Extension Term Landlord shall not be obligated to make or pay for any improvements to the Premises nor pay any inducement payments of any kind or nature. Within thirty (30) days of receipt of Tenant's notice exercising its

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option for the Extension Term, Landlord shall propose the Basic Rent for each year of the Extension Term at an amount comparable to the base or minimum rent then currently being attained for renewal tenants in similar buildings in Allegheny County and having due regard for the size, location and use of the Premises and amenities provided (the “Fair Market Rent”); provided, further, that the annual Basic Rent for each year of the Extension Term shall in no event be less than one hundred two percent of the rent in effect for the immediately preceding year. Tenant shall have a period of ten (10) days from receipt of Landlord’s notice to either accept Landlord’s proposed Fair Market Rent or to make a counter-proposal. In the event that Tenant counter-proposes and Landlord and Tenant do not reach agreement upon an acceptable Fair Market Rent within ten (10) days thereafter, the Fair Market Rent for each year of the Extension Term shall be resolved through arbitration as provided below. In the event Tenant exercises its option to extend the term as provided herein, the Expiration Date shall then be that date which is the last day of the Extension Term. If Tenant shall fail to give timely notice of the exercise of such option as aforesaid, Tenant shall have no right to extend the Term of this Lease, time being of the essence of the foregoing provisions.

If the parties are unable to reach agreement on Fair Market Rent during the period specified above, then the determination of Fair Market Rent shall be submitted to arbitration as set forth herein. The Fair Market Rent shall be determined by impartial arbitrators, one to be chosen by Landlord, one to be chosen by Tenant, and a third to be selected, if necessary, as below provided. Within ten (10) days after the expiration of the ten (10) day period referenced in the preceding paragraph, the parties shall each notify the other of the name and address of their designated arbitrator. The arbitrator shall be a commercial real estate broker or appraiserwith at least ten (10) years of experience with commercial rental rates in greater Pittsburgh, Pennsylvania area. If one party fails to notify the other of the appointment of its arbitrator, within or by the time above specified, then the arbitrator which has been so appointed shall be the sole arbitrator to determine the issue. The unanimous written decision of the two arbitrators first chosen or the written decision of the third arbitrator chosen and selected as provided below, shall be conclusive and binding upon Landlord and Tenant. If the two (2) arbitrators are not able to reach a unanimous determination of Fair Market Rent within ten (10) business days after appointment, the arbitrators themselves, shall jointly appoint a third arbitrator, who shall be a competent and impartial person with qualifications similar to those required of the first two arbitrators. The role of the third arbitrator shall be to select which of the two proposed resolutions most closely approximates his or her determination of Fair Market Rent. The third arbitrator shall have no right to propose a middle ground or any modification of either of the two proposed resolutions. The third arbitrator shall issue its decision within ten (10) business days after appointment. Each party shall pay the fees of the arbitrator selected by it, and if a third arbitrator is selected as provided above, each party shall pay one-half of the fees of said third arbitrator. The arbitrators shall advise the parties of their determination at least thirty (30) days prior to the commencement of the applicable Extension Term. If the dispute between the parties as to a Fair Market Rent has not been resolved before the commencement of Tenant’s obligation to pay rent based upon such Fair Market Rent, then Tenant shall pay Basic Rent and other charges under the Lease in respect of the Premises in the amounts which were applicable to the twelve (12) month period immediately prior to the applicable Extension Term until either the agreement of the parties as to the Fair Market Rent designated by Landlord, or the decision of the arbitrators, as the case may be, at which time Tenant shall pay any underpayment of Basic Rent and other charges to Landlord. When the Fair Market Rent has been determined, each party shall at the request of the other, execute a certificate confirming the Fair Market Rent as it is determined in accordance with the provisions of this Section.

Article II - Rent

Section 2.1 - Definition of Lease Year. Intentionally deleted.

Section 2.2 - Tenant’s Proportionate Share. As used herein, “Tenant’s Proportionate Share” shall mean a fraction, which may be expressed as a percentage, the numerator of which is the Floor Area of the Premises, and the denominator of which is the rentable floor area of the Unit,

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including the Premises, which is agreed to be 130,449 rentable square feet. Therefore, Tenant’s Proportionate Share will be 15.99% for the first thirty-six months of the Term and thereafter 34.25% thereafter.

Section 2.3 - Basic Rent. Beginning on the Commencement Date, Tenant shall pay to Landlord, without notice, offset, abatement, deduction or demand, an annual Basic Rent as set forth below, which shall be paid in equal monthly installments, in advance, on the first day of each calendar month during the Term, in lawful money of the United States, and sent to the address as set forth in Section 13.6 herein, in the amounts as set forth below:

Basic Rent Period	Basic Rent (per Basic Rent Period)	Monthly Basic Rent	Rate per r.s.f.
Months 1-6	$37,800.00	$6,300.00	$3.62
Months 7-18	$597,000.00	$49,750.00	$28.62
Months 19-30	$608,940.00	$50,745.00	$29.20
Months 31-36	$310,559.40	$51,759.90	$29.78
Months 37-48	$1,355,286.33	$112,940.53	$30.34
Months 49-60	$1,382,365.25	$115,197.10	$30.94
Months 61-72	$1,409,958.94	$117,496.58	$31.56
Months 73-84	$1,438,068.77	$119,839.06	$32.19
Months 85-96	$1,467,142.88	$122,261.91	$32.84
Months 97-108	$1,496,289.16	$124,690.76	$33.49
Months 109-120	$1,526,402.59	$127,200.22	$34.17
Months 121-126	$778,295.55	$129,715.92	$34.84

In the event that the Commencement Date is other than a first day of a calendar month, for purposes of calculating the Basic Rent payments owed pursuant to this Section 2.3 the “first month” of the Term of the Lease shall be deemed to mean the number of days between the Commencement Date and the last day of such calendar month plus the next full calendar month.

Section 2.4 - Taxes. Tenant further covenants and agrees to pay to Landlord, as additional rent, sums computed as follows:

(a)    As used in this Lease:

(1)    The term “Taxes” shall mean: (I) all real estate taxes, assessments, special or otherwise, county taxes, transit taxes, license fee, license tax, business license fee, business license tax, commercial rental tax, levy, charge, penalty, tax or any other governmental charge of a similar or dissimilar nature, whether general, special, ordinary or extraordinary, foreseen or unforeseen, which may be levied or assessed upon or with respect to all or any part of the Property or Project, as well as surrounding grounds, plazas and the sidewalks or streets in front of or adjacent thereto and any improvements located, including any tax excise or fee measured by or payable with respect to any rent, and levied against Landlord and/or any part of the Property under the laws of the United States, the Commonwealth of Pennsylvania, County of Allegheny, City of Pittsburgh, any school, agricultural, lighting, drainage or other improvement or special district thereof or any other taxing authority; (II) any assessment, tax, fee, levy or charge in substitution, partially or totally, of any assessment, tax, fee, levy or charge previously included within the definition of Taxes; and (III) costs and expenses, including reasonable attorneys’ and appraisers’ fees (which may include reasonably allocated in-house counsel fees), as may be incurred from time to time by Landlord and/or the Executive Board of the Condominium in seeking favorable assessments and in appealing assessments which Landlord and/or the Executive Board of

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the Condominium reasonably deems to be excessive, regardless of whether or not such efforts are ultimately successful in achieving an assessment reduction. In the event such expenses are incurred in connection with proceedings which relate to more than one condominium unit, such expenses shall be reasonably apportioned by the Executive Board of the Condominium to such units. The Taxes shall be equal to the product obtained by multiplying the taxes levied on the tax lot of which the Unit is a part by a fraction: the numerator of which shall be the rentable area of the Unit and the denominator of which shall be the rentable area of all buildings located on the tax lot of which the Unit is a part, as calculated by Landlord. In the event that any Taxes are imposed relating to Nova Place as a whole, such amounts shall be allocated among the condominium units comprising Nova Place based on their respective rentable areas.

If, however, by Applicable Law (as defined in Section 3.3 below), any assessment may be divided and paid in annual installments, then, for the purposes of this paragraph:

(aa)    such assessment shall be deemed payable in the maximum number of installments permitted by Applicable Law; and

(bb)    there shall be deemed included in Taxes for each Tax Year the annual installment of such assessment becoming payable during such Tax Year together with interest on such annual installment and on all installments thereafter becoming due as provided by Applicable Law, all as if such assessment had been so divided.

(cc)    Notwithstanding the above, the term “Taxes” shall not include:

(i) income, privilege or franchise taxes levied against Landlord, capital levy, estate, succession or transfer taxes of Landlord, or any unincorporated business tax imposed upon Landlord provided, however, that if the methods or scope of taxation shall be subsequently altered to cause any income, privilege, franchise, capital levy, estate, succession, transfer or unincorporated business tax to be substituted, in whole or in part, for any portion of the Taxes, then such income, privilege, franchise, capital levy, estate, succession, transfer or unincorporated business tax shall be deemed included in the term “Taxes” as used in this Lease; and

(ii) interest and penalties on Taxes if Tenant has made payments to Landlord on behalf of such Taxes within the periods provided by this Section.

(3)    If at any time during the Term the methods of taxation prevailing at the date hereof shall be altered so that in lieu of or as an addition to or as a substitute for the whole or any part of the taxes, assessments, levies, impositions or charges now levied, assessed or imposed, on all or any part of the Property shall be levied, assessed or imposed: (i) a tax, assessment, levy, imposition or charge based on the rents received therefrom whether or not wholly or partially as a capital levy or otherwise; (ii) a tax, assessment, levy, imposition or charge measured by or based in whole or in part upon all or any part of the Property and imposed upon Landlord; (iii) a license fee measured by the rent payable by Tenant to Landlord; or (iv) any other tax, levy, imposition, charge or license fee however described or imposed, then all such taxes, assessments, levies, impositions, charges or license fees, or the part thereof so measured or based, shall be deemed to be Taxes.

(4)    The term “Tax Year” shall mean the period of twelve months commencing on January 1 of each year.

(5)    The term “Base Taxes” shall mean Taxes for calendar year 2022. The term

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“Base Taxes” shall exclude all special assessments.

(6)    The term “Landlord’s Tax Statement” shall mean a written statement provided by Landlord and given to Tenant containing a computation of any additional rent due pursuant to the provisions of this Lease.

(b)    As of the Commencement Date, if Taxes payable in any Tax Year, falling wholly or partially within the Term, shall be in such amount as shall constitute an increase from the Base Taxes, Tenant shall pay as additional rent (“Tax Payment”) a sum equal to Tenant’s Proportionate Share of the amount by which Taxes for such Tax Year exceed the Base Taxes. If Taxes payable in any Tax Year shall be less than the Base Taxes there shall be no adjustment in the Basic Rent payable pursuant to this Lease. Payments by Tenant shall be prorated if necessary, to correspond with that portion of a Tax Year occurring within the Term. Tenant shall pay any additional Taxes attributable to alterations, additions or improvements to the Premises made by or for Tenant. If the Term of this Lease expires or is otherwise terminated prior to December 31 of any calendar year, Tenant’s obligation to pay any additional rent under this Section 2.4 for such partial calendar year shall survive the expiration or termination of this Lease even though the determination of such additional rent cannot be made until after such expiration or termination and, pursuant to Article XI below, Landlord shall have the right to retain a reasonable estimate of year-end adjustments from the Security Deposit.

(c)    Landlord’s Tax Statement shall include an estimate for the next Tax Payment. Tenant shall make monthly payments in each Tax Year on behalf of estimated Tax Payment (“Estimated Tax Payment”). The monthly Estimated Tax Payment shall be adjusted annually by Landlord. Upon receipt of Landlord’s Tax Statement the Estimated Tax Payment for the then-current Tax Year shall be adjusted in accordance with the Estimated Tax Payment set forth in the Landlord’s Tax Statement. The Estimated Tax Payment shall be paid without notice or demand each month along with Basic Rent and the Estimated Tax Payment shall be deemed additional rent hereunder. Within thirty (30) days from receipt of Landlord’s Tax Statement, Tenant shall pay Landlord the deficiency, if any, between the Estimated Tax Payment and the Tax Payment but if the Estimated Tax Payment exceeds the Tax Payment for the applicable Tax Year, provided that Tenant is not otherwise in default, Landlord shall refund same or credit the difference against the next accruing rent and other charges due under this Lease, except that the balance of any overpayment in respect to the last Tax Year shall be paid by Landlord to Tenant within sixty (60) days after Landlord’s determination of the actual Taxes for the final Tax Year.

(d)    If, as a result of any application or proceeding brought by or on behalf of Landlord, the Base Taxes shall be decreased, Landlord’s Tax Statement next following such decrease shall reflect such decrease in the Base Taxes. If, as a result of any application or proceeding brought by or on behalf of Landlord for reduction of the assessed valuation of the Property, Unit and/or Land for any period subsequent to the period upon which Base Taxes are computed for an applicable Tax Year, Landlord’s Tax Statement next following such decrease shall include an adjustment for such Tax Year reflecting such decrease in Taxes (less all reasonable costs and expenses, including reasonable attorneys’ fees (which may include reasonably allocated in-house counsel fees), incurred by Landlord in connection with such application or proceeding).

(e)    Landlord’s failure to render a Landlord’s Tax Statement with respect to any Tax Year shall not prejudice Landlord’s right to render a Landlord’s Tax Statement with respect to that or any subsequent Tax Year. The obligations of Landlord and Tenant under the provisions of this Article with respect to any additional rent shall survive the expiration or any sooner termination of the Term.

(f)    Each Landlord’s Tax Statement shall be conclusive and binding upon Tenant unless within thirty (30) days after receipt of such Landlord’s Tax Statement Tenant shall notify Landlord that it disputes the correctness of Landlord’s Tax Statement, specifying the respects in which

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Landlord’s Tax Statement is claimed to be incorrect. Pending the determination of such dispute by agreement or arbitration, if agreement cannot be reached, Tenant shall pay additional rent in accordance with the applicable Landlord’s Tax Statement, and such payment shall be without prejudice to Tenant’s position. If the dispute shall be determined in Tenant’s favor, provided Tenant is not then in default, Landlord shall forthwith pay Tenant the amount of Tenant’s overpayment of additional rent resulting from compliance with Landlord’s Tax Statement or credit such overpayment against the Basic Rent or additional rent next accruing.

Section 2.5 - Personal Property Taxes. In addition to the Basic Rent payable under Section 2.3, Tenant shall pay all personal property taxes assessed and levied against its personal property, including trade fixtures and inventory, on the Premises. In the event that the taxes provided for under this Article are billed to Landlord, these taxes shall be paid in full as additional rent within ten (10) days after demand therefore by Landlord. The tax bill submitted by Landlord to Tenant shall be sufficient evidence of the amount of the taxes assessed or levied against the personal property to which such bill relates.

Section 2.6 - Operating Cost Payment.

(a)    As used in this Lease:

(1)    The term “Operating Cost Year” shall mean each calendar year, or any part thereof, during the Term.

(2)    The term “Base Operating Cost” shall mean the Operating Cost for calendar year 2022. The term “Tenant’s Proportionate Share” shall have the meaning set forth in Section 2.2 above.

(3)    The term “Operating Cost” shall mean all those costs and expenses incurred or borne by Landlord or Landlord’s agents (except for Taxes described in Section 2.4 above) including condominium fees and assessments as well as common area and service area utility expenses, in connection with the operation and maintenance of the Unit, Property or Project, including, without limitation, the costs and expenses incurred in providing services to tenants in accordance with consistently applied accounting principles for commercial real estate with respect to the operation and maintenance of first-class office buildings in Allegheny County. Without limiting the generality of the foregoing, “Operating Cost” shall be reasonable with respect to the operation and maintenance of a first-class office building in Allegheny County, subject to Section 2.12 below and shall include the following items: (aa) salaries, wages, medical, surgical and general welfare benefits (including, without limitation, group life insurance, hospitalization and disability benefits), pension payments of any kind, any and all other fringe benefits of employees of Landlord or its property manager engaged in the operation and maintenance of the Property for their time spent in work for the Property and any and all other payments made on behalf of or for the account of such employees; (bb) payroll taxes, workers’ compensation insurance, uniforms and cleaning uniforms for employees of Landlord or its property manager engaged in the operation and maintenance of the Property for their time spent in work for the Property (but, for the avoidance of doubt, shall not include wages and other benefits for employees with seniority above the property manager level); (cc) steam and any other fuel; (dd) the cost of all charges for electricity, heat, ventilation, air-conditioning (and water and sewer charges which are not or may not be liens against the Property, or the Land) furnished to the Property or used in the operation of the service facilities of the Property including any fuel adjustment factor, surcharges or meter reading charges (except those separately metered or paid by another tenant of the Unit for its space); (ee) the cost of all charges for rent, casualty and risk insurance, extended coverage, personal injury and property damage liability insurance and any and all other insurance which Landlord maintains, whether on account of the requirement of any

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mortgagee, Condominium requirement or underlying lessor or otherwise; (ff) the cost of all building and cleaning supplies for the Property and the charges for telephone for the elevators and the lobby of the Property; (gg) the cost of all charges for maintenance of the Property, window cleaning, cleaning, exterminating, rubbish removal, security, alarm and all other service or maintenance contracts, provided that such charges are comparable to and competitive with charges for the same or similar services paid by the owners of other first-class office buildings in Allegheny County; (hh) the cost of rentals of capital equipment designed to result in savings or reductions in Operating Costs; (ii) all costs of lobby re-decorations and interior landscape and plant care and maintenance; (jj) all costs of painting in the public and service areas of the Property; (kk) professional and consulting fees (including, without limitation, legal, accounting and tax fees, which may include reasonably allocated in-house counsel fees) relating solely to the operation of the Property (but excluding the management fee set forth in (tt) below); (ll) real estate and landlord association dues with respect to the Property; (mm) capital equipment, improvements, or replacements to the extent that the same are expenses or regarded as deferred expenses under consistently applied accounting principles for commercial real estate, or required by Applicable Law or result in an average periodic savings in the amount of Operating Costs equal to or greater than the prorated cost of such capital improvement or replacement allocated to such period (in any of such cases, the cost of the capital improvements shall be included in Operating Cost for the Operating Cost Year in which the costs are incurred and subsequent Operating Cost Years, on a straight line basis, to the extent that such items are amortized over their useful life in accordance with the regulations established by the Internal Revenue Service, with an interest factor equal to 1.5% above the prime rate of the Citibank, NA at the time such capital expenses are incurred); (nn) costs incurred in complying with governmental requirements respecting health, safety, fire prevention and similar purposes (e.g. local laws) applicable to the Property, which are effective after the Commencement Date and not reimbursed by individual tenants under their leases; (oo) costs of maintenance and repair of the elevators; (pp) costs of general maintenance and upkeep for the Property (including, without limitation, exterior lighting system maintenance and repair costs); (qq) the cost for maintenance and operation of the parking garage, entry way and sidewalks, including but not limited to landscaping, snow removal, pot hole repair, cleaning and paving; (rr) costs for amenities located within Nova Place which are available to Tenant, including, but not limited to bike storage area and locker rooms; (ss) a proportional share of fees, costs and expenses, as determined pursuant to Section 2.12 below, which are incurred by the owner of Unit 7 of the Project which owns the majority of the “common areas” of the Nova Place Condominium; and (tt) a fee for the management of the Property, not to exceed five percent (5%) of the gross revenues of the Property, including, without limitation, all rent and other charges paid by tenants in the Unit, together with the cost of reasonable legal and other professional fees relating to the Property, but excluding such fees and commissions paid in connection with services rendered for securing or renewing leases and for matters not related to the normal administration and operation of the Property.

Notwithstanding the foregoing, Operating Cost shall not include, except as provided below, expenditures for any of the following: (i) repairs or other work occasioned by fire, windstorm or other casualty or hazard; (ii) leasing commissions, advertising expenses, and other costs incurred in leasing or in procuring new tenants or preparing space therefor; (iii) tenant change work (other than repairs) performed for other tenants; (iv) repairs or rebuilding necessitated by condemnation; (v) depreciation and amortization of the Property, other than depreciation or amortization of equipment, devices or installations which reduce Operating Cost, but only to the extent such annual depreciation or amortization does not exceed such reduction or is otherwise expressly allowed pursuant to this Lease; (vi) professional fees not allocable to the operation or management of the Property and professional fees allocable to disputes with, or preparation of leases for, other tenants and prospective tenants; (vii) costs incurred because Landlord or another tenant violated the terms of any lease; and (viii) costs incurred to remediate Hazardous Materials (as defined in Section 3.4

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below) provided, however, that such exclusion shall apply only to significant releases and Operating Costs may include costs to remedy de minimis amounts of Hazardous Materials in the course of maintaining the common areas (i.e., addressing a release in connection with a spill of cleaning materials).

The calculation of Tenant’s Proportionate Share of Operating Costs shall include an adjustment to actual Operating Costs to reflect expenses that would be incurred assuming occupancy in the Unit equal to the greater of (i) 95% occupancy, or (ii) actual occupancy so that Tenant shall not be unfairly charged for any increased Operating Costs incurred by Landlord in maintaining a Unit at less than 95% occupancy.

(b)    If the Operating Cost payable in any Operating Cost Year falling wholly or partially within the Term shall be in such amount as shall constitute an increase from the Base Operating Cost, Tenant shall pay, as additional rent, within thirty (30) days after receipt of Landlord’s Statement (as defined below) (“Operating Cost Payment”) a sum equal to Tenant’s Proportionate Share of the amount by which the actual Operating Cost for such Operating Cost Year exceeds the Base Operating Cost. If the Operating Cost payable in any Operating Cost Year shall be less than the Base Operating Cost there shall be no adjustment in the Basic Rent payable pursuant to this Lease. Payments by Tenant shall be pro-rated if necessary, to correspond with that portion of an Operating Cost Year occurring within the Term. If the Term of this Lease expires prior to December 31 of any calendar year, Tenant’s obligation to pay any additional rent under this Section 2.6 for such partial calendar year shall survive the expiration or termination of this Lease even though the determination of such additional rent cannot be made until after such expiration or termination and, pursuant to Article XI below, Landlord shall have the right to retain a reasonable estimate of year-end adjustments from the Security Deposit.

(c)    In the event Tenant shall be required to make an Operating Cost Payment pursuant to subsection 2.6(b), Tenant shall thereafter make monthly payments in each Operating Cost Year on behalf of estimated Operating Costs (“Estimated Cost Payment”). The monthly Estimated Cost Payment shall be additional rent hereunder and shall be adjusted annually based on one-twelfth (1/12th) of the Operating Cost Payment for the immediately preceding year. Upon receipt of Landlord’s Statement (as hereinafter defined) the Estimated Cost Payment for the then-current Operating Cost Year shall be adjusted in accordance with the Operating Cost Payment due to Landlord on behalf of the previous Operating Cost Year. The Estimated Cost Payment shall be paid without notice or demand each month, along with Basic Rent. Within thirty (30) days from receipt of Landlord’s Statement, Tenant shall pay Landlord the deficiency, if any, between the Estimated Cost Payments made for the applicable Operating Cost Year and the Operating Cost Payment but if the Estimated Cost Payments exceed the Operating Cost Payment, provided Tenant is not otherwise in default, Landlord shall refund same or credit the difference against the next accruing rent and other charges due under this Lease, except that the balance of any overpayment in respect to the last Operating Cost Year shall be paid by Landlord to Tenant within sixty (60) days after Landlord’s determination of the actual Operating Costs for the final Operating Cost Year.

(d)    Landlord’s failure to render a Landlord’s Statement with respect to any Operating Cost Year shall not prejudice Landlord’s right to render a Landlord’s Statement with respect to that or any subsequent Operating Cost Year. The obligations of Landlord and Tenant under the provisions of this Article with respect to any additional rent shall survive the expiration or any sooner termination of the Term.

(e)    The term “Landlord’s Statement” as used in this Section 2.6 shall mean a written statement of the actual Operating Cost with respect to the subject Operating Cost Year consistently prepared in accordance with this Section 2.6 and setting forth in reasonable detail categories of expenses and amounts included therein. Each Landlord’s Statement shall be conclusive and binding upon Tenant unless within thirty (30) days after receipt of such Landlord’s Statement Tenant shall

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notify Landlord that it disputes the correctness of Landlord’s Statement, specifying the respects in which Landlord’s Statement is claimed to be incorrect. Pending the determination of such dispute by agreement or, if agreement cannot be reached, arbitration, Tenant shall pay additional rent in accordance with the applicable Landlord’s Statement, and such payment shall be without prejudice to Tenant’s position. If the dispute shall be determined in Tenant’s favor, provided Tenant is not then otherwise in default, Landlord shall forthwith pay Tenant the amount of Tenant’s overpayment of Additional Rent resulting from compliance with Landlord’s Statement.

Section 2.7 - Electricity.

(a)     In addition to Basic Rent due and payable under Section 2.3 and other charges owed by Tenant pursuant to separate provisions of this Lease, Tenant shall pay to Landlord, as Additional Rent, all charges applicable to its use of electricity at the Premises, including, but not limited to, all generation and transmission charges, miscellaneous charges imposed by the utility provider, taxes and tariffs, as well as costs to distribute HVAC within the Premises (collectively, “Electric Charge”). The Premises shall be sub-metered by Landlord at Landlord’s sole cost and expense so that Tenant’s use of electricity in the Premises is documented. Landlord shall provide Tenant with an invoice setting forth the Electric Charge based on the reading of the sub-meter and any other charges imposed by the utility provider which are applicable to the Premises without markup by Landlord or administrative fee. Tenant shall pay the applicable monthly Electric Charge to Landlord within thirty (30) days of Landlord’s billing therefore. Notwithstanding anything to the contrary herein, Tenant shall continue to be responsible for its Proportionate Share of electric usage relating to the common areas as part of the Operating Cost calculation. The Electric Charge shall be Additional Rent hereunder.

(b)    Subject to the terms and provisions of Section 5.10 below, Landlord shall not be liable to Tenant for any loss or damage or expense which Tenant may sustain or incur if either the quantity or character of electric service is changed or is no longer available or suitable for Tenant’s requirements. Tenant covenants and agrees that at all times its use of electric current shall never exceed the capacity of existing feeders to the Property or the risers or wiring installation.

(c)    Landlord shall furnish and install, at Tenant’s expense, all replacement lighting tubes, lamps, bulbs and ballasts required in the Premises, provided that the cost therefore shall not exceed comparable charges in other first class office buildings in Allegheny County.

Section 2.8 - Additional Rent. Any and all payments payable by Tenant under this Lease other than Basic Rent shall be deemed “Additional Rent” or “additional rent” and Landlord reserves the same rights and remedies against Tenant for default in making any such payments as Landlord shall have for default in the payment of Basic Rent; including, but not limited to, the right to seek and recover such payments as rent under any applicable provisions of the United States Bankruptcy Code. As used in this Lease, the term “Rent” shall mean Basic Rent plus Additional Rent.

Section 2.9 - Late Charges. If any Basic Rent or Additional Rent for any month is not paid when due, Tenant shall pay a late charge of five percent (5%) of the overdue installment due Landlord (it being understood that a late charge shall not be due for the first such occurrence during any given calendar year). This late charge shall be paid on the first day of the next calendar month. The late charge does not constitute a penalty and is acknowledged by Tenant to be fair and reasonable and it will be in addition to, and will not preclude Landlord from, any other remedy at law, in equity and/or under this Lease.

Section 2.10 - Place of Payment. Payment of Basic Rent and Additional Rent shall be made to Landlord at the address set forth in Section 13.6 or to such other person or legal entity or to such other address as Landlord shall designate by notice to Tenant. All such payments shall be paid to Landlord without notice or demand and without abatement, deduction, counterclaim or set-off whatsoever.

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Section 2.11 - Utilities in General. It shall be Tenant’s responsibility to contract directly with the appropriate public utility companies for telephone and other public utility services which are not specifically addressed in this Article 2. Tenant shall make such applications and arrangements as shall be necessary to become a customer of the public utility companies supplying such services, and for the separate metering of such utilities and the direct billing of Tenant for such utilities by the companies supplying such utilities. Tenant shall pay directly to the public utility companies all costs and expenses of such utility services supplied to the Premises during the Term of this Lease. Landlord shall identify for Tenant the point at which Tenant may connect to the electrical distribution system at the Unit. It shall be Tenant's responsibility to ensure that such site complies with all laws, statutes, ordinances, codes, rules and regulations pertaining thereto and is approved by all agencies or authorities having jurisdiction thereover. Tenant shall indemnify, defend and hold Landlord and its officers, agents and employees harmless from any claims arising out of any of any utility services provided to Tenant. Tenant shall have no authority on behalf of Landlord to give anyone the right and Tenant shall not allow anyone to place a lien on the Land or any part of the Unit or Land for such services, and should any such lien be placed, Tenant shall have the same removed within ten (10) days after notice thereof. Upon Tenant’s failure to so remove any such lien Landlord may take whatever steps are necessary to have the same removed, and the cost thereof shall be paid upon demand by Tenant to Landlord as Additional Rent. Tenant’s indemnity, as set forth above, shall survive the termination or expiration of this Lease.

Section 2.12 - General Allocation Procedures. Landlord and Tenant acknowledge that to the extent practicable and known exactly, all Taxes and Operating Costs will be accounted for and attributed separately for the Unit and for the other units that comprise Nova Place (the “Other Condominium Units”). To the extent allocations of an item of Taxes or Operating Costs in accordance with the foregoing sentence is not practicable and known exactly, allocations will be made between and among the Unit and the Other Condominium Units proportionately among all thereof (based upon the respective rentable square footage of each), or equally among all thereof, or in such other proportions as may reasonably be determined by Landlord in the exercise of prudent management practices. For avoidance of doubt, Unit 7 of the Condominium (which is currently owned by ACA Unit 7 LLC) was designed to hold the majority of the common areas of the Nova Place Condominium. Therefore, Taxes and Operating Costs which are allocated to Unit 7 or which are incurred by Unit 7 shall be equitably allocated to the remaining Condominium Units and Tenant shall be responsible for its proportionate share of such costs and expenses which are allocated to the Unit.

Section 2.13 - Domestic Water and Sewer Service. In the event that Tenant’s usage of water exceeds normal office use then Landlord shall install, at Tenant’s sole cost and expense, a submeter to measure consumption of domestic water and sewer usage in the Premises. Tenant shall reimburse Landlord, as Additional Rent, for Landlord’s actual and direct cost of domestic water and sewer services to the Premises. Landlord’s cost for domestic water and sewer services to the Premises shall be determined by multiplying the total amount of each municipal or other public utility bill received by Landlord for domestic water and sewer service supplied to the Unit, or portion thereof containing the Premises, during the Term of this Lease by a fraction, of which (a) the numerator shall be the amount of domestic water supplied to the Premises during the period covered by such domestic water or sewer bill, as determined by Landlord's reading of the said sub-meter, and (b) the denominator shall be the total amount of domestic water supplied to the Unit (or such portion thereof) during the same period, as determined by the municipal or other utility supplying such domestic water service. Landlord shall invoice Tenant periodically for amounts due under this Section 2.13, but no less frequently than annually and no more frequently than monthly. Such invoices shall be accompanied by copies of the domestic water bills and sewer bills and, if sub-metered, the water meter and sub-meter readings on which they are based. Each such invoice shall be paid by Tenant to Landlord within thirty (30) days after Tenant’s receipt thereof.

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Section 2.14 - Janitorial Service. All janitorial services required or desired by Tenant to be performed within the Premises shall be at the sole cost and expense of Tenant. Tenant may, at its option, arrange for such services independently of Landlord, or upon request from Tenant, Landlord will assist Tenant in arranging for such janitorial services as are desired by Tenant to be provided by the janitorial service company regularly employed by Landlord. In either case, Tenant shall pay the costs thereof directly to the janitorial service company supplying such services to Tenant.

Section 2.15 - Trash. Tenant agrees to place only general office trash generated in the Premises (and only such trash) in containers approved by Landlord and keep the area surrounding the Premises free from boxes, cartons and rubbish. Tenant further agrees to keep the Premises in a clean condition as to not attract vermin. Tenant shall be responsible for the proper disposal, at its own cost and expense, of all trash, including, without limitation, any regulated, medical or hazardous waste generated at the Premises using properly licensed contractors in full compliance with all Applicable Laws.

Article III - Use of Premises

Section 3.1 - Use of Premises. Tenant covenants and agrees that during the Term, the Premises shall be used and occupied solely for life science uses and general office purposes and for no other purpose (the “Permitted Use”). Tenant also covenants not to do or suffer any waste or damage, disfigurement or injury to any portion of the Premises or Property.

Section 3.2 - Unlawful Purpose. Tenant will not use or allow the Premises or any part thereof to be used or occupied for any unlawful purpose or in violation of any Certificate of Occupancy or certificate of compliance covering the use of the Property or Premises or any part thereof or in violation of any permit or license affecting the Property or Premises or any part thereof and will not suffer any act to be done or any condition to exist on the Property or Premises or any part thereof or any article to be brought thereon which may be dangerous (unless safeguarded as required by Applicable Law) or which may, in law, constitute a nuisance, public or private, or which may make void or voidable any insurance then in force with respect thereto.

Section 3.3 - Compliance with Laws. Throughout the Term, Tenant, at its sole cost and expense, will promptly comply with all present and future laws, ordinances, statutes, codes, bylaws, administrative guidelines, directives, orders, rules, regulations and requirements of all Federal, State, County, City and municipal governments, departments, commissions, boards and officers, any quasi-governmental authority, including, without limitation, the Americans with Disabilities Act and all orders, rules and regulations of the National Board of Fire Underwriters, the local Board of Fire Underwriters or any other body or bodies exercising similar functions, foreseen or unforeseen, ordinary as well as extraordinary, which may be applicable to Tenant’s use or occupancy of the Premises (collectively, “Applicable Laws”). Landlord represents that, as of the Effective Date that Landlord has not received any notification from governmental authorities that indicates the Premises are not in compliance with Applicable Laws.

Section 3.4 - Hazardous Materials.

(a)    Tenant shall not (either with or without negligence) cause or permit the introduction,

escape, disposal, release or threat of release of any biologically or chemically active or other Hazardous Materials (as said term is hereafter defined) on, in, upon or under the Land, the Unit or the Project. Tenant shall not allow the introduction, generation, storage, use or disposal of such Hazardous Materials in any manner prohibited by Applicable Law, nor allow to be brought into the Land, Unit or Premises any such Hazardous Materials except for use in the ordinary course of Tenant’s business, and then only after written notice is given to Landlord of the identity of such

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Hazardous Materials as further set forth herein. As of the date hereof, Tenant has provided Landlord written notice of the chemicals used in Tenant’s ordinary course of business, which includes Hazardous Materials (“Tenant Chemicals Notice”). During the Term of this Lease, in the event Tenant’s use of Hazardous Materials shall change, Tenant shall provide to Landlord an updated Tenant Chemicals Notice, which such updated Tenant Chemicals Notice shall provide any change in Tenant’s Hazardous Materials usage within a previous six (6) month period. “Hazardous Materials” shall include, without limitation, any material or substance which is (i) petroleum, (ii) asbestos, (iii) designated as a “hazardous substance” pursuant to Section 311 of the Federal Water Pollution Control Act, 33 U.S.C. §1251 et seq. (33 U.S.C. § 1321) or listed pursuant to §307 of the Federal Water Pollution Control Act (33 U.S.C. § 1317), (iv) defined as a “hazardous waste” pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq. (42 U.S.C. § 6903), (v) defined as a “hazardous substance” pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.(42 U.S.C. § 9601), as amended, or (vi) defined as “oil” or a “hazardous waste”, a “hazardous substance”, a “hazardous material” or a “toxic material” under any other Applicable Law, including, without limitation, the Pennsylvania Consolidated Statutes, as amended. If any lender or governmental agency shall ever require testing to ascertain whether or not there has been any release of Hazardous Materials, then the reasonable costs thereof shall be reimbursed by Tenant to Landlord upon demand as additional charges but only if such requirement applies to the Premises or may be the result of the acts or omissions of Tenant. In addition, Tenant shall execute affidavits, representations and the like, from time to time, at Landlord’s request concerning Tenant’s best knowledge and belief regarding the presence of Hazardous Materials on the Premises. Tenant agrees to defend, indemnify and hold harmless Landlord, its members, managers, agents and employees from and against any and all administrative and judicial actions and rulings, claims, causes of action, demands and liability (collectively, “Claims”) including, but not limited to, damages, costs, expenses, assessments, penalties, fines, losses, judgments and reasonable attorneys’ fees (which may include reasonably allocated in-house counsel fees) that Landlord, its members, managers, agents and employees may suffer or incur due to the introduction, release or threat of release of Hazardous Materials, the existence of any Hazardous Materials on the Land, Unit or Premises or the migration of any Hazardous Materials to other properties or the release of any Hazardous Materials into the environment (collectively, “Actions”), that relate to or arise from Tenant’s activities or the activities of Tenant’s employees, agents, officers, subtenants, invitees or contractors on the Land, Unit or Premises. The indemnifications in this section specifically include,

without limitation, costs incurred in connection with any investigation of site conditions or any cleanup, remedial, removal or restoration work required by any governmental authority. The covenants and indemnity set forth in this Section 3.4 shall survive the expiration or earlier termination of the Term. Landlord expressly reserves the right to enter the Premises to perform regular inspections and testing with respect to the presence, existence, release or threat of release of Hazardous Materials. Tenant agrees to comply, at its sole cost and expense, with all Applicable Laws regarding the generation, use, treatment, storage, disposal and transportation of Hazardous Materials. Tenant shall immediately notify Landlord of any introduction, release or threatened release of Hazardous Materials by Tenant at the Land, Unit or Premises and it shall be Tenant’s sole and absolute responsibility to investigate, remediate, monitor and remove such introduction or release of Hazardous Materials in strict accordance with all Applicable Laws and regulations.

(b)    Tenant shall immediately notify Landlord of its actual knowledge of (i) any inspection, enforcement, cleanup or other regulatory action taken or threatened by any regulatory authority with respect to any Hazardous Material on or from the Premises or the migration thereof from or to other property placed, deposited, discharged, disposed, spilled, or leaked in, on, under or about the Premises, or any portion of the Project by Tenant, its employees, agents, contractors, licensees, or invitees (excluding any tenant improvement work done by Landlord), (ii) any demands or claims made or threatened by any party relating to any loss or injury claimed to have resulted from any Hazardous Material on or from the Premises placed, deposited, discharged, disposed, spilled, or leaked in, on, under or about the Premises or any portion of the Project by Tenant, its employees, agents, contractors, licensees, or invitees (excluding any tenant improvement work done by Landlord), (iii) any use, storage, maintenance, generation, processing, treatment, manufacture, handling, release, discharge, spill, leak, disposal or transportation of any

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Hazardous Material on or from the Premises placed, deposited, discharged, disposed, spilled, or leaked in, on, under or about the Premises or any portion of the Project by Tenant, its employees, agents, contractors, licensees, or invitees (excluding any tenant improvement work done by Landlord) in violation of this Section, and any damage, loss or injury to persons, property or business resulting or claimed to have resulted therefrom, and (iv) any matters where Tenant is required by Law to give a notice to any regulatory authority respecting any Hazardous Materials on or from the Premises placed, deposited, discharged, disposed, spilled, or leaked in, on, under or about the Premises or any portion of the Project by Tenant, its employees, agents, contractors, licensees, or invitees (excluding any tenant improvement work done by Landlord). Landlord shall have the right (but not the obligation) to notify regulatory authorities concerning actual and claimed violations of this Section.

(c)    Landlord shall defend, indemnify and hold harmless Tenant and its members, officers, directors, agents and employees from and against any and all Claims including, but not limited to, damages, costs, expenses, assessments, penalties, fines, losses, judgments and reasonable attorneys’ fees that Tenant, its members, managers, agents, and employees may suffer or incur due to the presence of Hazardous Materials that are not introduced by Tenant, its members, managers, agents or employees.

Section 3.5 - Floor Loading. Tenant shall not knowingly place any load on any floor of the Premises in excess of its floor load capacity. Landlord makes no representation as to the weight bearing capacity of the Premises. Shelving, machinery, fixtures, equipment, materials and the like which may be placed on the Premises by Tenant shall be at Tenant’s own risk.

Section 3.6 - Entry by Landlord. Landlord or its authorized representatives shall have the right to enter the Premises at all reasonable times, upon reasonable advance notice of at least one (1) business day being deemed reasonable (and, provided further, that notwithstanding anything to the contrary herein, such notice may be given by electronic mail only), for the following purposes: (a) inspecting the same; (b) making any necessary repairs thereto and performing any work therein that may be necessary by reason of Tenant’s failure to make any such repairs or perform any such work or to commence the same after written notice from Landlord; (c) showing the Unit to prospective buyers; (d) showing the Premises to prospective tenants during the last twelve (12) months of the Term; or (e) in the event of an emergency or entry to perform repairs necessary to preserve the Premises or Unit, provided that no such advance notice shall be necessary in such event. Nothing herein shall be deemed or construed as a duty upon the part of Landlord to do any such repairs upon Tenant’s default in failing to perform the same. No such entry of the Landlord onto the Premises shall entitle Tenant to an abatement of any sums payable hereunder or constitute a breach of Landlord’s covenant of quiet enjoyment or an actual or constructive eviction in whole or in part.

Section 3.7 - Rules and Regulations of Landlord. The rules and regulations regarding the Unit attached to and made a part of this Lease as Exhibit B (“Rules and Regulations”), as well as any other and further reasonable rules and regulations which shall be made by Landlord shall be observed by Tenant and by Tenant’s officers, employees, servants, agents, subtenants, contractors and invitees. Landlord reserves the right to rescind any presently existing rules applicable to the Unit and to make such other and further reasonable rules and regulations as, in its judgment, may from time to time be desirable for the safety, care and cleanliness of the Unit for the preservation of good order therein, which rules, when so made and notice thereof given to Tenant, shall have the same force and effect as if originally made a part of this Lease. Any rules shall be equally applicable to all tenants in the Unit. Nothing herein shall be construed to give Tenant or any other party any claim, demand or cause of action against Landlord arising out of the violation of such Rules and Regulations by any other tenant or visitor of the Unit, or out of the enforcement, modification or waiver of the Rules and Regulations by Landlord in any particular instance.

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Section 3.8 - Signs.

(a)    No sign, advertisement or notice shall be affixed to or placed upon any part of the Premises, Unit or Property by Tenant, except in such location and manner and of such size, design and color as shall be previously approved by Landlord, in writing, which approval shall not be unreasonably withheld, conditioned or delayed. Any sign, advertisement or notice so placed or affixed shall comply with all Applicable Laws. If Tenant erects a sign without Landlord’s prior approval, then Landlord may remove it and repair any damage caused by the installation or removal of the sign at Tenant’s sole cost and expense. Tenant shall pay to Landlord such costs and expenses within five (5) days of a submission of a bill by Landlord.

(b)    Landlord, at Landlord’s expense, shall provide Tenant with standard signage on the Unit directory, in the main lobby directory and elevator lobby signage on Tenant’s floor, provided, however, that any changes or replacements of such signs after the initial installation shall be at Tenant’s expense. Additionally, Tenant shall have the right to install its name and logo on the main entrance to the Premises, at Tenant’s expense, provided that Landlord shall have prior approval rights to any such entrance signage, which approval shall not be unreasonably withheld, conditioned or delayed.

Article IV- Quiet Enjoyment

Tenant shall, upon paying the Basic and Additional Rent reserved hereunder and observing and performing all of the terms, covenants and conditions on Tenant’s part to be observed and performed, peaceably and quietly, have and hold the Premises, without hindrance or molestation by any person or persons lawfully claiming by, through or under Landlord, subject, however, to the terms of this Lease and to any fee mortgage or other matters of record, but it is understood and agreed that this covenant and any and all other covenants of Landlord contained in the Lease shall be binding upon Landlord and Landlord’s successors only with respect to breaches occurring during Landlord’s and Landlord’s successors’ respective ownership of Landlord’s interest hereunder.

Article V - Delivery of Premises, Tenant’s Work, Alterations and Maintenance

Section 5.1 - Improvements by Landlord. Upon the execution of this Lease, Landlord agrees to make or cause to be made the improvements to the Premises described in Exhibit C attached hereto and incorporated into this Lease (“Landlord’s Work”). Landlord’s Work shall be accomplished in a workmanlike manner in compliance with all Applicable Laws. Additionally, Landlord is solely responsible for performing all work required in connection with installing a new roof over the Premises, installing new electrical service from Duquesne Light and upgrading the fire alarm system serving the Premises and integrating such upgraded fire alarm system into the main system. Landlord’s Work shall be deemed “Substantially Complete” upon the issuance of a statement by Landlord’s architect confirming Landlord’s Work has been completed with only minor punch-list items outstanding or that Landlord’s Work would have been completed but for a Tenant Delay (as defined in Section 1.3(c) above). The Commencement Date shall occur upon delivery of the Premises to Tenant with Landlord’s Work Substantially Complete. Landlord agrees to complete any punch-list items as soon as reasonably possible following the Commencement Date.

Notwithstanding anything to the contrary herein, Landlord shall only be required to spend up to One Million One Hundred Forty-Seven Thousand Eighty and NO/100 Dollars ($1,147,080.00) on the Landlord’s Work for the original Premises and One Million Three Hundred Ten Thousand One Hundred Fifty-Five and NO/100 Dollars ($1,310,155.00) on the Landlord’s Work for the Premises added at the beginning of month 37 of the Term, for a total amount of Two Million Four Hundred Fifty-Seven Thousand Two Hundred Thirty-Five and NO/100 Dollars ($2,457,235.00) (the “Landlord’s Work Cap”) and Tenant shall be responsible for any and all costs for the Landlord’s

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Work which exceed such amount. Landlord and Tenant shall work together to mutually agree upon the best way to handle the physical construction of the Premises in phases, to maximize economies of scale and to manage supply chain issues.

If it is reasonably anticipated that the construction costs for Landlord’s Work will exceed the Landlord’s Work Cap, shall be paid by Tenant in the following manner. Tenant will pay its proportionate share of the Landlord’s Work costs each month as the construction bills are payable by Landlord. For example, if the total cost of the Landlord’s Work is estimated to be $3,685,852.50, then Landlord would be responsible for $2,457,235.00 (the Landlord’s Work Cap, which is 2/3 of the total cost) and Tenant would be responsible for $1,228,617.50 (the amount that exceeds the Landlord’s Work Cap, being 1/3 of the total cost). After that estimate is established, Tenant shall pay its portion of the estimated cost to Landlord within thirty (30) days after receipt of notice from Landlord of such amount owed by Tenant. Tenant acknowledges that Landlord shall not be required to proceed with any Landlord’s Work impacted by such amount until Landlord receives such payment from Tenant and Landlord shall not be responsible for any resulting delays from such work stoppage. A final true-up and accounting shall be performed after completion of construction of the Landlord’s Work, in order to ensure compliance with the terms of this Section 5.1.

Landlord shall perform the Landlord’s Work on a so-called “open book” basis and will consult with Tenant on the budget for the Landlord’s Work. Landlord shall charge a three percent (3%) project management fee, which fee shall be applied to the Landlord’s Work Cap.

Landlord shall competitively bid the Landlord’s Work with at least three (3) acceptable qualified contractors. Following receipt of the bids, Landlord shall provide Tenant with an itemized statement of estimated construction costs, including fees for permits, and architectural and engineering fees. Tenant shall have five (5) business days to approve or object to the budget. If Tenant objects to the proposed budget, Tenant shall provide specific reasons for its objection and shall submit a revised budget for Landlord’s review. In the event that Tenant fails to respond to a proposed budget within such five (5) business day period, the budget shall be deemed approved. In the event that Tenant objects to a proposed budget, then the Abatement Date (as defined in Section 1.3(c) above) shall be automatically extended on a day-for-day basis until the budget is approved by both Landlord and Tenant. Should the budget show that the cost of the Landlord’s Work will exceed the Landlord’s Work Cap, Tenant shall deposit with Landlord the total amount of the excess cost or fund the proportional share of the anticipated excess with every construction payment that is issued by Landlord.

After the initial budget is approved by both Landlord and Tenant, during the construction process Landlord shall inform Tenant of any change in budgeted items which vary by 5% or more. If the budgeted item increases in cost, Tenant shall have three (3) business days to approve or object to the change. If Tenant fails to approve the change within such three (3) business day period, then the Abatement Date shall be automatically extended on a day-for-day basis until the revised budget is approved by both Landlord and Tenant and Tenant has deposited the overage, if any, with Landlord.

Section 5.2 - Condition. Tenant acknowledges that the taking of possession of the Premises by Tenant shall be conclusive evidence that the Premises were in satisfactory condition at the time such possession was taken, including Substantial Completion of Landlord’s Work, but excluding any identified punch-list or other specified items. In addition, Tenant shall have a period of thirty (30) days following the Commencement Date to notify Landlord regarding any other unsatisfactory or incomplete items required to be completed by Landlord as part of Landlord’s Work. Except as expressly provided herein, Tenant agrees that it has accepted the Premises in an “AS IS, WHERE IS” condition. The parties hereby agree that Landlord and Landlord’s agents have not made, and Tenant has not relied upon, any representations, warrantees, either expressed or implied, or promises with respect to the physical condition of the Premises or Property, the rents, leases,

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expense of operation or any other matter or thing affecting or related to the Property or Premises except as herein expressly set forth, and no rights, easements or licenses are acquired by Tenant by implication or otherwise except as expressly set forth in the provisions of this Lease.

Section 5.3 - Alterations by Tenant. Tenant shall make no changes, renovations, improvements, alterations or additions to the Premises or any other portion of the Unit or Property (“Tenant Alterations”), without the prior written permission of Landlord, which shall not be unreasonably withheld, conditioned or delayed. Tenant shall submit plans and specifications for any such Tenant Alterations to Landlord and obtain Landlord’s written consent prior to commencing any such work in connection with such Tenant Alterations. Landlord reserves the right to require all approved work to be done under Landlord’s supervision using Landlord’s approved contractors, all at Tenant’s cost and expense. All Tenant Alterations shall be performed in a good and workmanlike manner by properly licensed contractors approved in writing by Landlord and shall be in compliance with all Applicable Laws. In connection with any Tenant Alterations, Tenant shall secure all insurance requirements set forth in Exhibit D. If the Tenant Alterations are performed by Tenant’s contractors, then Tenant shall supply fully-executed lien waivers from any contractors who perform work or furnish materials to or on the Premises upon completion of the Tenant Alterations or prior to the commencement of the work if permitted by Applicable Laws. Tenant shall be required to remove any Tenant Alterations (other than Cosmetic Alterations) upon the expiration or earlier termination of this Lease if Landlord requires removal when providing its consent to such Tenant Alteration. If applicable, Tenant shall also obtain all required approvals of the Executive Board of the Nova Place Condominium required with respect to the Tenant Alterations and shall fully comply with all requirements of the Condominium relating to such Tenant Alterations. Notwithstanding anything to the contrary set forth in this Lease, Tenant shall be permitted to make Tenant Alterations, upon notice to Landlord (which shall include reasonable details) but without obtaining Landlord’s prior written consent, to make so-called decorative and/or cosmetic alternations to the Premises (including, but not limited to, hanging pictures and whiteboards, minor painting, and installing minor floor coverings and related products) which do not involve or which might affect any structural or exterior element of the Building, any area or element outside of the Premises, or any Building/Property system or facility serving any area of the Building/Property outside of the Premises, or which will require unusual expense to re-adapt the Premises to normal office use on the termination or expiration of the Lease (collectively, “Cosmetic Alterations”), which Cosmetic Alterations shall not exceed Ten Thousand and 00/100 Dollars ($10,000.00) per alteration or Twenty Thousand and 00/100 Dollars ($20,000.00) in the aggregate in any calendar year.

Section 5.4 - Maintenance by Tenant. Tenant shall, throughout the Term, take good care of and maintain the Premises and the fixtures and appurtenances therein in good condition and, at its sole cost and expense, make all necessary repairs to the interior of the Premises, except those required of Landlord under the terms of this Lease, as and when needed to preserve them in good working order and condition, reasonable wear and tear and damage from the elements, fire or other casualty not the fault of Tenant excepted. When used in this Article, the term “repairs” shall include all necessary replacement and renewals. Notwithstanding the foregoing, all damage or injury to the Premises or to any other part of the Property or to the fixtures, equipment and appurtenances, thereto, whether requiring structural or nonstructural repairs, caused by or resulting from negligence, carelessness, omission, neglect or improper conduct of Tenant, its servants, employees, invitees or licensees, shall be repaired promptly by Tenant at its sole cost and expense, to the reasonable satisfaction of Landlord. Tenant shall also repair all damage to the Premises or Property caused by the moving of Tenant’s fixtures, furniture or equipment. All such repairs shall be done in a good and workmanlike manner. There shall be no allowance to Tenant for a diminution of rental value and no liability on the part of Landlord by reason of inconvenience, annoyance or injury to business arising from Tenant or others, excluding Landlord, making or failing to make any repairs, alterations, additions or improvements in or to any portion of the Property or in and to the fixtures, appurtenances or equipment thereof. Tenant shall also, at Tenant’s expense, repair and refurbish the Premises and any part and portion thereof from time to time to assure that the same are kept in a first class, tenantable and attractive condition throughout the Term.

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Section 5.5 - Landlord’s Services. Landlord shall furnish the Premises with the services described on Exhibit E attached hereto and incorporated herein (“Landlord Services”) on the days and times provided therein. Landlord shall not be liable for failure to furnish any of the Landlord Services when such failure is caused by Force Majeure (as defined in Section 13.17 below) or Applicable Laws; nor shall Landlord be liable for loss of or injury to property however occurring through or in connection with or incidental to the furnishing of any of the foregoing, nor shall such failure relieve Tenant from its duty to pay the full amount of rent herein reserved, or constitute or be construed as a constructive or other eviction of Tenant.

Section 5.6 - Maintenance by Landlord. Except for repairs required due to the negligence, carelessness, omission, neglect or improper conduct of Tenant, its officers, employees, agents, servants, contractors, licensees or invitees, which shall be Tenant’s responsibility, Landlord, in its discretion, shall make all reasonably necessary repairs to the Unit, within a reasonable time after written notice from Tenant, to the roof, foundation, exterior walls of the Unit and to any plumbing, heating, air conditioning or electrical systems located in, servicing or passing through the Premises within a reasonable time after written notice from Tenant or otherwise on the ordinary course of business consistent with similar buildings in Allegheny County, Pennsylvania. Tenant agrees to give Landlord prompt notice of any defective condition in any of the structural parts of the Unit or any such systems. Landlord shall never be liable for any delay or failure to make repairs which are Landlord’s responsibility hereunder, if Tenant has actual knowledge of the need for repair and has failed to give Landlord notice of the need to make such repairs within a reasonable time period. Landlord shall also maintain the common areas of the Unit and the Property in good condition and repair and shall remove snow and ice from the walkways in a reasonably prompt manner. In addition, Landlord shall maintain, or cause the utility providers to maintain, all water, sewer, electric, gas and other utility lines serving the Unit. Landlord reserves the right to stop services of heating, air conditioning, plumbing, electrical systems and other utility services when necessary by reason of accident or emergency or for repairs, alterations, replacements or improvements or if, in the reasonable judgment of Landlord, such repairs are necessary or desirable until said repairs, alterations, replacements or improvements shall have been completed. Notwithstanding the foregoing, Landlord agrees to use commercially reasonable efforts to minimize interference with Tenant’s business in making any such repairs. Landlord agrees to give Tenant reasonable written notice (which, notwithstanding anything to the contrary herein, may be given by electronic mail) prior to interrupting utility service and HVAC systems to the Premises, except in the event of an emergency when no such prior notice shall be required. Landlord shall have no responsibility or liability for interruptions in heat, air conditioning, plumbing and electrical and utility services to the Premises during said period or when prevented from doing so or so doing by Force Majeure, by any cause beyond Landlord’s control, by Applicable Laws or failure of coal, oil, gas or other suitable fuel supplies.

Section 5.7 - Liens. Nothing contained in this Lease shall be construed as a consent on the part of the Landlord to subject the estate of the Landlord to liability under the Mechanic’s Lien Law of the Commonwealth of Pennsylvania, for of Tenant’s Alterations or other work performed by or done on behalf of Tenant, it being expressly understood that the Landlord’s estate shall not be subject to such liability. Tenant shall strictly comply with The Mechanic’s Lien Law of 1963 of the Commonwealth of Pennsylvania as set forth in 49 P.S. § 1301 et. Seq., or any successor statute. In the event that a mechanics’ lien claim of lien is filed against the Unit or any portion of the Project, in connection with any of Tenant’s Alterations or other work performed by or done on behalf of Tenant, Tenant shall satisfy or shall deposit a bond or a sum with the Court of Common Pleas of Allegheny County in an amount sufficient to cause the Court to release the lien against the Unit or any portion of the Project pending the resolution of the challenge, within twenty (20) days from receipt of written notice of the filing thereof. In the event that Tenant fails to satisfy, bond or deposit such sums within said twenty (20) day period, Landlord may, but shall not be obligated to, do so and thereafter charge

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Tenant as Additional Rent, all costs incurred by Landlord in connection with satisfaction of such claim, including reasonable attorney’s fees and interest at a rate of 8% per annum, or the highest rate permitted by Applicable Law, whichever is greater (the “Default Rate”). Further, Tenant agrees to indemnify, defend and save the Landlord harmless from and against any damages or loss incurred by the Landlord as a result of any such mechanics’ claim of lien including but not limited to reasonable attorney’s fees and costs. If so requested by the Landlord, the Tenant shall execute a “No-Lien Agreement,” which may, in the Landlord’s discretion, be recorded in the Department of Real Estate of Allegheny County, Pennsylvania for the purpose of protecting the Landlord's estate from mechanics’ claims of lien, as provided in 49 P.S. § 1402. The Security Deposit paid by the Tenant, if any, may be used by the Landlord for the satisfaction or transfer of any mechanics’ claim of lien as provided in this Section, but such use shall not be deemed to cure such default and upon demand Tenant will promptly reimburse the Security Deposit or any portion of it used. This Section shall survive the termination of this Lease.

Section 5.8 - Landlord’s Liability. Except to the extent caused by Landlord’s negligence or willful misconduct, Landlord shall not be liable for any damage or injury to any person(s), including bodily injury or death, or to any property of Tenant or of any other person from water, rain, snow, ice, sewerage, soot, gas, petroleum or electricity which may leak into or issue or flow from any part of the Premises or of the Property, or from the bursting, breaking, obstruction, leaking or any defect of any of the pipes or plumbing appliances or from electric wiring or other fixtures on the Premises, Unit or Property or from the condition of the Premises, Unit or Property, or from the street or subsurface.

Section 5.9 - Interruption of Service. No interruption or curtailment of any service or maintenance, repair or replacement in the Unit or other portions of the Property shall entitle Tenant to any claim against Landlord or to any abatement of Rent, nor shall the same constitute constructive or partial eviction or disturbance of Tenant’s use and possession of the Premises or rights under this Lease, nor shall Landlord be liable to Tenant for consequential or other damages of any kind or nature, in each case regardless of whether or not Landlord shall have received notice of the same and regardless of any negligence of Landlord or any of its agents or contractors. However, Landlord shall exercise diligent efforts to minimize any interruption of services.

Section 5.10 - Security. Landlord may from time to time, but shall not be obligated to, provide one or more attendants to patrol the Project, and the costs of such services shall constitute Operating Costs in accordance with the provisions of Section 2.6 hereof. Tenant expressly acknowledges and agrees that, if provided: (i) such attendants shall not serve as police officers, and will be unarmed, and will not be trained in situations involving potentially physical confrontation; and (ii) such attendants will be solely an amenity to tenants of the Unit and Project for purposes such as assisting visitors and invitees of tenants and others in the Unit and Project, monitoring fire control and alarm equipment, and summoning emergency services to the Unit and Project as and when needed, and not for the purpose of securing any individual tenant premises or guaranteeing the physical safety of the Premises, Unit, Project or the personal property or of Tenant’s employees, agents, contractors or invitees. Landlord expressly disclaims any and all responsibility and/or liability for the physical safety of Tenant’s property, and for that of Tenant’s employees, agents, contractors and invitees, and, without in any way limiting the operation of Article VI hereof, Tenant, for itself and its agents, contractors, invitees and employees, hereby expressly waives any claim, action, cause of action or other right which may accrue or arise as a result of any damage or injury to the person or property of Tenant or any such agent, invitee, contractor or employee, except to the extent due to the gross negligence or willful misconduct of Landlord or its employees, agents or contractors. Tenant agrees that, as between Landlord and Tenant, it is Tenant’s responsibility to advise its employees, agents, contractors and invitees as to necessary and appropriate safety precautions.

Article VI - Insurance and Indemnification

Section 6.1 - Property Insurance. Landlord shall keep the Unit insured against loss or

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damage by fire and against loss or damage by other risks and such other risks or hazards as are customarily insured against at the time in connection with buildings of similar type in the locality, with due regard to the type of construction, use and occupancy of the Unit. Landlord shall not be required to insure Tenant’s leasehold improvements or the personal property or fixtures belonging to Tenant or its employees and located on the Premises.

Section 6.2 - Tenant’s Insurance. At all times subsequent to the execution of the Lease and during its full term, Tenant, at its sole cost and expense, shall procure and maintain the following insurance policies in the minimum amounts required below:

(a)    Property Insurance. Tenant shall obtain and maintain Property insurance covering all owned furniture, fixtures, and equipment and other personal property; tenant improvements and betterments to the extent they have not become the property of the Landlord; as well as property of others associated with the operation of Tenant’s business and Premises that Tenant is responsible for insuring. The amount of insurance shall be equivalent to the full replacement cost value of the insured property, subject to an Agreed Amount Endorsement without consideration for coinsurance. Coverage shall be provided on an “All Risk” or Special Perils basis covering all risks of physical loss except those specifically excluded in the policy. The covered perils shall include, but not be limited to, fire and extended coverage, theft, vandalism, malicious mischief, collapse, debris removal, and building ordinance and law, flood, earthquake and certified acts of terrorism. Loss of Business Income and Extra Expense coverage are to be afforded on an actual loss sustained basis, without monthly limitation and in an amount equal to at least twelve (12) months projected net income, after deduction for non-continuing expenses following a loss.

It is understood and agreed that Tenant assumes all risk of damage to its property arising from any cause whatsoever. Tenant also agrees that Landlord and Landlord’s property manager shall not be responsible or liable to Tenant, or those claiming by, through or under Tenant, for any loss or damage including loss of use, that may be occasioned by or through the acts or omissions of persons occupying any part of the Premises adjacent, adjoining or connected to the Premises.

(b)    Commercial General Liability Insurance. Tenant agrees to maintain in full force and effect, Commercial General Liability insurance written on the most current Insurance Services Office (ISO) form, CG 00 01 12 07, or an equivalent policy, that provides coverage on an occurrence basis and affords the following minimum limits of liability:

Combined Single Limit for Bodily Injury and Property Damage	$1,000,000.00 per occurrence
Personal Injury and Advertising Injury	$1,000,000.00 per occurrence
Products/ Completed Operations	$1,000,000.00 aggregate
General Aggregate Limit	$2,000,000.00 aggregate
Medical Expense	$5,000.00 per person
Fire Legal Liability	$100,000.00 per fire

If coverage is provided for more than one premises under Tenant’s policy, the General Aggregate limit shall apply on a “per location” basis.

(c)    Liquor Liability Insurance. Intentionally deleted.

(d)    Automobile Liability Insurance. Tenant shall maintain in full force and effect Automobile Liability insurance, if applicable, covering all owned, non-owned and hired vehicles used in the course of its operations. Such coverage shall be maintained with minimum limits of not less than $1,000,000.00 combined single limit per accident or loss for bodily injury and property damage. The minimum required Auto Liability insurance requirements may be satisfied alone or in combination with the required Umbrella Liability insurance.

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(e)    Workers’ Compensation Insurance. Tenant shall maintain in full force and effect Workers’ Compensation insurance providing statutory coverage in all states of operation for Workers’ Compensation claims and Employers Liability coverage subject to the following minimum limits or the minimum underlying Employers Liability limits required by Tenant’s Umbrella Liability insurer:

Bodily Injury by Accident	$1,000,000.00 each accident
Bodily Injury by Disease	$1,000,000.00 each employee
Bodily Injury by Disease	$1,000,000.00 policy limit

The minimum Employers Liability limits may be satisfied alone or in combination with your Umbrella Liability insurance.

(f)    Umbrella Liability Insurance. Tenant shall maintain in full force and effect Umbrella Liability insurance that provides excess follow-form coverage over the underlying Commercial General Liability, Automobile Liability, and Employers Liability coverages previously described. The Umbrella policy shall provide minimum per occurrence and aggregate limits of liability of $5,000,000.00. If the underlying Commercial General Liability aggregate limit applies on a “per location” basis, the Umbrella Liability aggregate limit shall provide follow-form coverage on the same basis.

(g)    Modification of Insurance. Landlord reserves the right to request additional types of insurance that are pertinent and necessary for the proper protection of Tenant’s business operations or changes in the above mentioned minimum insurance requirements due to increase in risk, inflation and/or changes in insurance standards or laws.

(h)    Deductibles. None of Tenant’s required insurance policies shall be subject to a per occurrence or per accident deductible or self-insured retention that exceeds Twenty-Five Thousand and NO/100 Dollars ($25,000.00) without the prior written approval of Landlord.

(i)    Additional Interests. All of Tenant’s required insurance policies, with the exception of the Property and Workers’ Compensation Insurance, shall extend coverage to Landlord and its property manager (currently, Faros Property Management LLC) and their members, managers, officers, directors and employees, as Additional Insureds.

The limits of Tenant’s insurance shall not limit Tenant’s liability under the Lease, at law, or in equity.

Neither the insurance requirements set forth in this Lease nor Landlord’s review and approval of any insurer or insurance policy shall be deemed to limit Tenant’s obligations under this Lease or Tenant’s underlying liability in any manner. The insurance requirements herein merely prescribe the minimum amounts and forms of insurance coverage that Tenant and their contractors are required to carry. Any failure by Landlord to enforce in a timely manner any of the provisions of this Lease shall not act as a waiver to enforcement of any of such provisions at a later date.

Section 6.3 - Increase in Insurance Premiums. Tenant shall pay any increase in the insurance rates or premiums on policies of insurance carried by Landlord on the Property caused by Tenant’s acts or omissions or any change in the character of Tenant’s actual use of the Premises from the use authorized in Section 3.1 above. Tenant shall pay these increases as Additional Rent within fifteen (15) days after presentation of a copy of a bill for the same by Landlord.

Section 6.4 - Qualifications of Insurers. All insurance required to be maintained by Tenant under this Article shall be by valid and enforceable policies of insurers of recognized responsibility who are authorized to do business in the Commonwealth of Pennsylvania, and shall maintain an A.M. Best financial rating of A- VIII or higher. Each of Tenant’s required insurance policies, with

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exception of the Workers’ Compensation Insurance, shall provide Landlord with thirty (30) days advance written notice of policy cancellation or non-renewal. In the event of cancellation due to non-payment of premium, ten (10) days advance written notice may be provided.

Section 6.5 - Evidence of Insurance. Tenant shall furnish the following certificates of insurance to Landlord (a) prior to entry upon the Premises, and (b) within fifteen (15) days of each subsequent policy renewal:

(i)    Property Insurance/Builders Risk Insurance shall be evidenced on an ACORD 27 Evidence of Property Insurance certificate, with an authorized representative’s signature and Landlord named as Certificate Holders.

(ii)    Evidence of required Commercial General Liability, Automobile Liability, Workers’ Compensation, and Umbrella Liability coverages shall be outlined on an ACORD 25-S Certificate of Liability Insurance form, with an authorized representative’s signature and Landlord shall be named as Certificate Holders. Landlord and Landlord’s property manager (currently, Faros Property Management LLC) shall both be named as Additional Insureds in accordance with Section 6.2(i) above.

Section 6.6 - Indemnification. To the extent allowed by Applicable Law, in addition to all other indemnities provided by Tenant in this Lease, except to the extent due to the negligence or other misconduct of Landlord, its property manager or either of their members, managers, employees or agents, Tenant shall defend, indemnify and save harmless Landlord, its property manager and either of their members, managers, agents and employees against and from all liabilities, suits, actions, damages, liability and expense, penalties, claims and costs which may be imposed upon or incurred by or asserted against Landlord or its property manager or either of their members, managers, agents or employees to the extent arising out of Tenant’s use or occupancy of the Premises or any part thereof or occasioned wholly or in part by any act or omission of Tenant, its officers, agents, contractors, employees, subtenants, servants, invitees, licensees or concessionaires on or about the Premises or Property, including, but not limited to, any of the following:

(a)    Any work done in, on or about the Premises or any part thereof by or on the request of Tenant, its officers, agents, contractors, sub-contractors, servants, employees, subtenants, licensees, invitees or concessionaires;

(b)    Any negligence or otherwise wrongful act or omission on the part of Tenant or any of its officers, agents, contractors, sub-contractors, servants, employees, subtenants, licensees, invitees or concessionaires;

(c)    Any accident, injury or damage to any person or property occurring in, on or about the Premises; or

(d)    Any failure on the part of Tenant to perform or comply with any of the covenants, agreements, terms, provisions, conditions or limitations contained in this Lease on its part to be performed or complied with.

In case any action or proceeding is brought against Landlord by reason of any such claim, Tenant, upon written notice from Landlord, shall, at Tenant’s expense, resist or defend such action or proceeding by counsel approved by Landlord in writing, which approval Landlord shall not unreasonably withhold. Tenant’s indemnity, as stated above, shall survive the expiration or other termination of this Lease.

Section 6.7 - Tenant Waiver; Mutual Waiver of Subrogation. Tenant agrees to release Landlord and Landlord’s property manager and waive all claims for recovery for any direct or indirect

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damage to property located within or upon or constituting a part of the Premises or liability claims resulting in connection with Tenant’s operations that are caused during the term of this Lease, or any extension or renewal thereof, by the fault or negligence of Tenant or Tenant’s agents, servants, contractors, subcontractors or employees, to the extent that such damage or liability is covered under Tenant’s insurance in force at the time of loss. Without limitation of the foregoing, each party’s required Property, Commercial Liability, Automobile Liability and Umbrella Liability insurance policies shall contain Waiver of Subrogation provisions that permit such release and deny to the insurer rights of subrogation against the other party (and with respect to Landlord, its property manager) to the extent these rights have been waived by the applicable party prior to the occurrence of loss. During the course of any construction by Tenant or of the performance of any Tenant Alterations, Tenant and Tenant’s contractor shall provide a Workers Compensation Waiver of Subrogation in favor of Landlord and Landlord’s property manager.

Section 6.8 - Landlord Indemnification. Except to the extent due to the negligence or willful misconduct of Tenant, its members, managers, agents and employees, Landlord shall defend, indemnify and save harmless Tenant and its members, managers, agents and employees against and from all liabilities, suits, actions, damages, liability and expense, penalties, claims and costs (including reasonable attorneys’ fees) which may be imposed upon or incurred by or asserted against Tenant or its members, managers, agents or employees to the extent arising from Landlord’s negligence or willful misconduct. In the event that any action or proceeding is brought against Tenant by a third party by reason of any such claim, Landlord, upon written notice from Tenant, shall, at Landlord’s expense, resist and defend such action or proceeding. Landlord’s indemnity, as set forth in this Section 6.8, shall survive the expiration or other termination of this Lease.

Article VII - Damage and Condemnation

Section 7.1 - Damage and Destruction.

(a)    In the event that the Premises, or any part thereof, or access thereto, shall be damaged or destroyed by fire or other insured casualty, but Tenant shall continue to have safe and reasonably convenient access to the Premises and the Premises shall not thereby be rendered unfit for use and occupancy by Tenant for the use set forth in Section 3.1 above, Landlord shall repair such damage or destruction (except damage or destruction to Tenant’s property or Tenant’s Alterations) with reasonable diligence. During the period when such repair work is being conducted, the rent shall not be abated or suspended.

(b)    In the event that the Premises or any part thereof, or access thereto, shall be so damaged or destroyed by fire or other insured casualty that Tenant shall not have safe and reasonably convenient access to the Premises or the Premises shall thereby be rendered unfit for use and occupancy by Tenant for the use set forth in Section 3.1 above, and if in the reasonable judgment of Landlord the damage or destruction may be repaired within one hundred twenty (120) days from the time the repair work would commence, then Landlord shall so notify Tenant within sixty (60) days after the occurrence of the damage or destruction and Landlord shall repair such damage or destruction (except damage or destruction to Tenant’s property, Tenant’s Work or Tenant’s alterations or improvements) with reasonable diligence. If in the reasonable judgment of Landlord the Premises or means of access thereto cannot be repaired within one hundred twenty (120) days from the time the repair work would commence and Landlord does not give Tenant the notice referred to in this subsection, then either party shall have the right to terminate this Lease by giving written notice of such termination to the other party within the period of sixty (60) to seventy-five (75) days after the occurrence of such damage or destruction. If neither party gives such notice of intention to terminate this Lease, then Landlord shall repair the damage or destruction with reasonable diligence.

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(c)    In the event that Tenant shall not have reasonably convenient access to the Premises or the Premises shall otherwise be rendered unfit for the use set forth in Section 3.1 above by Tenant by reason of such damage or destruction, and if such damage or destruction was not caused bythe negligence or willful act or omission of Tenant or any of its officers, employees, contractors, agents, subtenants or invitees, then the Basic Rent and Additional Rent shall be equitably suspended or abated until Landlord shall have substantially completed the repair of the Premises and the means of access thereto and, if applicable, the appropriate municipal entity shall have issued a certificate of occupancy for the Premises.

(d)    In addition to and apart from the foregoing provisions of this Article, (i) if more than twenty-five percent (25%) of the Premises shall be totally or almost totally damaged or destroyed by fire or other cause and if such damage or destruction was not caused by the negligence or willful act or omission of Tenant or any of its officers, employees, contractors, subtenants, agents or invitees at any time during the last twelve (12) months of the Term or any renewal thereof, either Landlord or Tenant may terminate this Lease by giving notice of such termination to the other party within thirty (30) days after the occurrence of such damage or destruction, and (ii) if the Unit is damaged or destroyed by fire or other cause to such extent that the cost to repair the damage or destruction, as reasonably estimated by Landlord, will be more than twenty-five percent (25%) of the replacement value of the Unit immediately prior to the occurrence of such damage or destruction, then, whether or not the Premises are damaged, Landlord may terminate this Lease by giving notice of such termination to Tenant within thirty (30) days after the occurrence of such damage or destruction.

(e)    No damages, compensation or claim shall be payable by Landlord to Tenant, or any other person, by reason of inconvenience, loss to personal property, loss of business or annoyance arising from any damage or destruction, or any repair thereof, as is referred to in this Article.

(f)    In addition to and apart from the foregoing provisions of this Article, in the event any mortgagee under a mortgage deed or security agreement on the Unit or Land should require that the insurance proceeds be used to retire the mortgage debt, Landlord shall have no obligation to rebuild and this Lease shall terminate upon notice to Tenant. Except as hereinafter provided, any insurance which may be carried by Landlord or Tenant against loss or damage to the Property, Unit or Premises shall be for the sole benefit of the party carrying such insurance and under its sole control.

Section 7.2 - Taking of All. If at any time during the Term all or materially all of either the Premises, Unit or Property, or so much of the Premises, Unit or Property that the remaining area can no longer properly be used for the purpose for which the same was being used prior to such taking, as reasonably determined by Landlord, shall be taken by condemnation or eminent domain or for any public or quasi-public use under any statute, including a deed to the condemning authority in lieu of taking, then this Lease shall terminate and expire on the date that Tenant shall be deprived of possession by the taking authority, and the Basic Rent and Additional Rent provided to be paid by Tenant shall be apportioned and paid to the date such possession is taken. In such event, any award received or sum accepted by a compromise disposition or otherwise as a result of such condemnation or taking shall be distributed to Landlord only. Tenant shall have the right to file and receive compensation for moving expenses and costs or loss to which Tenant might be put in removing Tenant’s equipment, but not for the leasehold and provided the same does not reduce or diminish Landlord’s award.

Section 7.3 - Taking of Less Than All. If at any time during the Term any lesser portion of the Premises, Unit or Property than that described in Section 7.2 shall be taken in any eminent domain or condemnation proceeding or deed in lieu thereof, which does not materially alter Tenant’s use of the Premises, then this Lease shall continue and, if any portion of the Premises shall have been taken, then Basic Rent and Additional Rent shall be proportionately reduced for the remainder of the Term based on the rentable floor area remaining after the taking.

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Section 7.4 - Removal of Property. In the event of any damage to the Premises or the condemnation of all or a portion thereof, Tenant shall as soon as practicable (but no later than seven (7) Business Days after receiving a notice from Landlord) remove any and all of Tenant’s Removable Property (as defined herein) from the Premises or the portion thereof destroyed or taken, as the case may be, and if Tenant does not promptly so remove Tenant’s Removable Property, Landlord, at Tenant’s expense, may discard the same or may remove Tenant’s Removable Property to a public warehouse for deposit or retain the same in its own possession and at its discretion may sell the same at either public auction or private sale, the proceeds of which shall be applied first to the expenses of removal, storage and sale, second to any sums owed by Tenant to Landlord, with any balance remaining to the paid to Tenant; if the expenses of such removal, storage and sale shall exceed the proceeds of any sale, Tenant shall pay such excess to Landlord upon demand. As used herein “Removable Property” shall mean all articles of personal property and all business and trade fixtures, furniture, moveable partitions, freestanding cabinet work, machinery and equipment owned or installed by Tenant or any party claiming by, through or under Tenant. Tenant shall be solely responsible for arranging for any visits to the Premises by Tenant’s insurance adjuster that may be desired by Tenant prior to the removal of Tenant’s Removable Property by Tenant or Landlord, as provided in this paragraph or the performance by Landlord of any restoration work and Landlord shall be under no obligation to delay the performance of same, nor shall Landlord have any liability to Tenant in the event that Tenant fails to do so. Tenant shall promptly permit Landlord access to the Premises for the purpose of performing any evaluation or the restoration work.

Article VIII - Assignment and Subleasing

Section 8.1 - Assignment and Subleasing.

(a)    Tenant shall not assign this Lease or sublet the Premises without Landlord’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed subject to the terms of this Article. If Tenant shall desire to assign this Lease or sublet the Premises, Tenant shall submit to Landlord a written request for Landlord’s consent to such assignment or subletting, which request shall contain or be accompanied by the following information: (1) the name and address of the proposed assignee or subtenant; (2) the terms and conditions of the proposed assignment or subletting; (3) the nature and character of the business of the proposed assignee or subtenant and of its proposed use of the Premises; (4) any other terms agreed between Tenant and proposed assignee or subtenant; and (5) current financial information and any other information as Landlord may reasonably request with respect to the proposed assignee or subtenant. Additionally, if the proposed assignee or subtenant will be guaranteed by any person or entity, Tenant’s submission shall not be considered complete until the information described in (1) and (5) have been provided with respect to each proposed guarantor.

(b)    Landlord shall have the option, to be exercised by notice given to Tenant within twenty (20) days after the later of (1) receipt of Tenant’s request for consent or (2) receipt of such further information as Landlord may reasonably request pursuant to clause (a)(5) above (such request to be made within ten (10) days after Landlord’s receipt of Tenant’s initial information package) to either (aa) request a surrender of the Premises, such surrender to be effective on the earlier of (i) the 90th day following the exercise of the option by Landlord or (ii) the date of the commencement of the proposed assignment or subletting but not prior to 30 days from the date of Landlord’s notice of exercise of Landlord’s option hereunder; or (bb) grant or deny its consent to the proposed assignment or subletting.

Section 8.2 - Consent to Assignment or Subletting. If Landlord shall not exercise its option with respect to a surrender under Section 8.1(b)(aa) above, then Landlord shall not unreasonably withhold, condition or delay its consent to the proposed assignment or subletting referred to in Tenant’s notice provided the following additional conditions (fulfillment of which shall not of themselves preclude Landlord’s exercise of its further reasonable consent) shall be satisfied by

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Tenant:

(a)    no assignment or subletting shall be to a person or entity which does not have a financial standing and be of a character and be engaged in business, or propose to use the assigned or sublet premises in a manner in keeping with the standards in such respects of the other tenancies in the Property and the character of the community;

(b)    the assignment or subletting shall be expressly subject to all of the obligations of Tenant under this Lease and the proposed assignee or subtenant shall assume all of Tenant’s obligations under this Lease pursuant to an assumption agreement satisfactory to Landlord in both form and content and, without limiting the generality of the foregoing, any assignment or sublease shall impose at least the same restrictions and conditions with respect to use as are contained in Article III and shall specifically provide that there shall be no further assignment or subletting without the prior written consent of Landlord as provided in this Article and compliance with all of the procedures and restrictions with respect to such consent;

(c)    that part, if any, of the term of any such assignment or sublease or any renewal or extension thereof, which shall extend beyond the Expiration Date or earlier termination of the Term, if any, shall be a nullity;

(d)    Landlord shall be furnished with a duplicate original of the assignment or sublease within ten (10) days after the date of its execution;

(e)    there shall be no uncured default by Tenant under any of the terms, covenants and conditions of this Lease, of which Landlord has previously notified Tenant, at the time that Landlord’s consent to any such assignment or subletting is requested and on the date of the commencement of the term of any such proposed assignment or sublease;

(f)    Tenant shall pay to Landlord, as additional rent, an amount equal to fifty percent (50%) of the Assignment Profit (hereinafter defined) or Sublease Profit (hereinafter defined), as the case may be. “Assignment Profit” shall mean an amount equal to all sums and other considerations paid to Tenant by the assignee for or by reason of such assignment (including, but not limited to, sums paid for the sale or rental of Tenant’s fixtures and leasehold improvements, equipment, furniture, furnishings or other personal property, less, in the case of a sale thereof, the then net unamortized or undepreciated cost thereof determined on the basis of Tenant’s federal income tax returns) which is in excess of the Basic Rent and Additional Rent accruing pursuant to the terms hereof through the remainder of the Term, provided further that the parties agree that the Assignment Profit shall not in any event include the sale proceeds in connection with the sale of substantially all of the assets of Tenant (other than with respect to the value of Tenant’s fixtures and leasehold improvements). “Sublease Profit” shall mean, in any year of the Term (aa) any rents, additional charges or other consideration payable under the sublease to Tenant by the subtenant which is in excess of the Basic Rent and Additional Rent accruing during such year of the Term in respect of the subleased space (at the rate per square foot payable by Tenant hereunder) pursuant to the terms hereof and (bb) all sums paid for the sale or rental of Tenant’s fixtures and leasehold improvements, equipment, furniture or other personal property, less, in the case of the sale thereof, the then net unamortized or undepreciated cost thereof determined on the basis of Tenant’s federal income tax returns, which net unamortized amount shall be deducted from the sums paid in connection with such sale in equal monthly installments over the balance of the term of the sublease (each such monthly deduction to be in an amount equal to the quotient of the net unamortized amount, divided by the number of months remaining in the Term), provided further that the parties agree that the Sublease Profit shall not in any event include the sale proceeds in connection with the sale of substantially all of the assets of Tenant (other than with respect to the value of Tenant’s fixtures, leasehold improvements, equipment, furniture or other personal property). The sums payable under this Article shall be paid to Landlord as and when due from the subtenant to Tenant. Tenant shall

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make reasonable efforts to collect said sums payable to Tenant by an assignee or subtenant, as the case may be;

(g)    Tenant shall not advertise, publicize or list in any way the availability of the Premises or state any proposed sublease rental rate without prior notice to and written approval by Landlord;

(h)    Tenant shall reimburse Landlord for any reasonable costs that may be actually incurred by Landlord in connection with any proposed assignment or sublease, including without limitation the costs of making investigations as to the acceptability of a proposed assignee or subtenant, and legal costs (which may include reasonably allocated in-house counsel fees) incurred in connection with its review of any requested consent;

(i)    The proposed subtenant shall not then be a tenant of any space in the Unit or Nova Place, or any affiliated corporation of any other tenant, or any other occupant of the Unit or Nova Place, or a Prospective Tenant (unless Landlord has otherwise consented). For the purposes of this Article, the term “Prospective Tenant” shall mean any person, corporation or other entity who has inspected space available for lease by Landlord in the Unit or by another Condominium Unit Owner of Nova Place within ninety (90) days prior to Tenant’s request for consent to an assignment or subletting;

(j)    Tenant fully complies with the provisions of Article 8;

(k)    The proposed use of the Premises shall be the same as Tenant’s Permitted Use and the proposed subtenant or assignee will not cause a breach of any provision of any existing lease for other space in the Unit;

(l)    Tenant shall not be released from responsibility for the performance of all of the terms and provisions of this Lease and the Tenant shall remain responsible for such performance;

(m)    The proposed assignment or sublease shall not be construed as modifying or limiting the rights of the Landlord under this Article;

(n)    The proposed assignment or sublease shall not be construed as modifying any provision of this Lease unless Landlord specifically consents in writing to the change;

(o)    The proposed assignment or sublease shall not be construed to apply to any transaction other than the one specifically consented to or acquiesced in; and

(p)    The proposed assignment or sublease shall not release any guarantor from its obligations under its guaranty.

Notwithstanding the foregoing, in no event shall Landlord ever be deemed unreasonable in denying its consent to an assignment of this Lease or subletting of the entire Premises: (i) if such assignment or subletting would allow the Premises be used for other than the Permitted Use or require alterations to the Premises inconsistent with the Permitted Use, or would require a use in conflict with an exclusive granted to another tenant in the Unit; or (ii) if there is a vacancy of comparably sized space in the Unit and if the terms and conditions of the assignment or subletting are less favorable for the landlord/sublessor than those conditions on which Landlord is then offering to lease such space; or (iii) if at the time of the request for Landlord’s consent and at the date of the sublease or assignment, Tenant shall be in breach or default of this Lease; or (iv) the assignee or subtenant is a Prospective Tenant (as defined in Section 8.2(i) above); or (v) the assignee or subtenant is a school, college, university or educational institution, whether or not non-profit; or (vi) the assignee or subtenant is a government, governmental or quasi-governmental organization, or any agency or subdivision thereof; or (vii) the assignee or subtenant is a tenant or subtenant of a tenant of Landlord or its

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affiliates, an occupant of the Unit or any other building in the county where the Unit is located owned by the Landlord or its affiliates; or (viii) any guarantor of this Lease refuses to consent to the assignment or sublease or to execute a written agreement reaffirming the guaranty, if applicable; or (ix) the assignee or subtenant is an entity or person whose projected or reasonably likely use of the Premises would classify the Premises as a “place of public accommodation” under the American with Disabilities Act of 1990, as may be amended from time to time, or furthermore whose projected or reasonably likely use of the Premises would create obligations in excess of Landlord’s obligations under this Lease but for the sublease or assignment or would conflict with the terms of any agreement then in effect with respect to the Unit.

Additionally, in the event that this Lease is assigned or if the Premises are sublet or occupied by anyone other than Tenant, Landlord may, at any time and from time to time, collect rent and other charges from the assignee, subtenant or occupant, and apply the net amount collected to the rent and other charges herein reserved, but no such assignment, subletting, occupancy, collection or modification of any provisions of this Lease shall be deemed a waiver of the foregoing covenant, or the acceptance of the assignee, subtenant or occupant as a tenant or a release of the original named Tenantfrom the further performance by the original named Tenant hereunder or release the original named guarantor from its obligations under its guaranty. No assignment or subletting hereunder shall relieve Tenant from its obligations hereunder and Tenant shall remain fully and primarily liable therefor.

Section 8.3 - Division of Premises. If a part of the Premises is surrendered to Landlord pursuant to Section 8.1(b)(aa) above, then Landlord, at the cost and expense of Tenant, shall make such alterations as may be required physically to separate such surrendered space from the remainder of the Premises and shall make such repairs and alterations as may be required to restore to tenantable condition any part of the remainder of the Premises which is physically affected by such separation. Tenant shall afford Landlord and its tenants, assignees or undertenants reasonably appropriate means of ingress and egress to and from such surrendered space. Further, Landlord and Tenant shall execute and deliver a supplementary agreement modifying this Lease, as of the day following such surrender, by eliminating such surrendered space from the Premises, reducing the rents (Basic Rent and additional rent) payable hereunder by the amount allocable to such part of the Premises and appropriately modifying the other terms of the provisions of the Lease to reflect the elimination of such surrendered space from the Premises.

Section 8.4 - Documentation. No assignment of this Lease to a successor corporation or otherwise, shall be binding upon Landlord unless the assignee shall execute, acknowledge and deliver to Landlord an agreement, in recordable form, whereby the assignee agrees unconditionally to be bound by and to perform all of the obligations of Tenant hereunder and further expressly agrees that notwithstanding such assignment the provisions of this Article shall continue to be binding upon said assignee with respect to all future assignments; but the failure or refusal of the assignee to execute or deliver such an agreement shall not release the assignee from its liability for the obligations of Tenant hereunder assumed by acceptance or the assignment of this Lease.

Section 8.5 - Definition of Assignment. As used in this Lease, “assignment” shall mean: a transfer (by one or more transfers) of a majority of the stock or partnership/member or equity interests, or other evidences of ownership of Tenant as if such transfer were an assignment of this Lease; a merger or consolidation of Tenant, a transfer or sale of all or substantially all of Tenant's assets or stock, the division of Tenant into two (2) or more entities, any other transfer of the control or operation of Tenant by operation of law and any mortgage, pledge or hypothecation by Tenant of all or any of its interest in this Lease.

Section 8.6 - No Release. In the event of any assignment or subletting pursuant to the provisions of this Article Tenant shall not be relieved of its obligations under this Lease.

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Section 8.7 - Permitted Transfers. Notwithstanding anything to the contrary herein, Landlord’s consent shall not be required where Tenant’s entire interest hereunder is assigned, or all or a portion of the Premises is subleased, to any of the following: (a) an entity wholly-owned by Tenant; (b) an entity into which or with which Tenant is merged or consolidated, (c) an entity controlled by or under common control with Tenant, or (d) an entity acquiring all or substantially all of Tenant’s assets or all or substantially all of Tenant’s ownership interest (including, but not limited to, stock or membership interest) (each a “Permitted Transferee”). Notwithstanding any such assignment or subletting, Tenant shall remain primarily liable for all of its obligations as tenant under this Lease. Additionally, a Permitted Transferee must be an on-going business with sufficient net worth and financial condition to reasonably satisfy Landlord and, in the event of such a sale of all or substantially all of Tenant’s assets to a Permitted Transferee, Tenant shall include an assignment and assumption of this Lease as part of the assets transferred thereunder. It is understood by the parties that this Section 8.7 has been incorporated into this Lease solely for the purpose of allowing Tenant the flexibility to perform only transfers expressly set forth in this Section 8.7, and not to circumvent any obligation of Tenant to obtain Landlord’s prior consent with respect to a transfer as described hereinabove in this Article VIII. To that end, the following shall be applicable to any assignment or sublease to a Permitted Transferee: (i) Landlord shall receive notice describing the structure of the transaction, the parties involved, and the financial information required herein, certified by an officer of Tenant and/or the Permitted Transferee at least fifteen (15) days in advance (unless Tenant is not permitted to make such disclosure pursuant to Applicable Law), and a copy of the executed transfer document (in form reasonably acceptable to Landlord consistent with the provisions hereof) within fifteen (15) days after the transfer occurs, (ii) Tenant shall remain liable for all of Tenant’s obligations under this Lease, (iii) the Permitted Transferee shall expressly assume all of Tenant’s obligations under this Lease in writing reasonably acceptable to Landlord, (iv) this provision shall not be deemed consent to any further sublease, assignment or other transfer; and (v) any Permitted Transfer shall be subject to the terms and provisions of Section 8.2(c), (e), (h), (k), (m) and (n).

Article IX - Default

Section 9.1 - Default. Each of the following shall be an “Event of Default” by Tenant:

(a)    Failure of Tenant to pay any Basic Rent or Additional Rent (including, without limitation, the Electrical Charge) within five (5) days after the same shall become due and payable, provided however, that if Tenant fails to pay any such amount when such payment is due two (2) times in any twelve (12) month period, Tenant’s subsequent failure to make any such payment when due shall, at Landlord’s option, be deemed an immediate Event of Default without any such five (5) day grace period or the opportunity for cure;

(b)    Any assignment made of the property of Tenant or any guarantor of Tenant’s obligations hereunder for the benefit of creditors;

(c)    The appointment of a receiver, trustee or assignee for Tenant or any guarantor with respect to all or substantially all of its assets;

(d)    The declaration of bankruptcy or insolvency by Tenant or any guarantor of Tenant’s obligations hereunder;

(e)    The commencement of any bankruptcy proceedings by or against Tenant or any guarantor of Tenant’s obligations hereunder, provided, however, the commencement of an involuntary proceeding against Tenant or any guarantor shall not be an Event of Default if dismissed within sixty (60) days following commencement;

(f)    The vacation or abandonment of the Premises by Tenant;

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(g)    Failure by Tenant to maintain all required insurance coverage and provide evidence thereof to Landlord as and when required under Article VI above;

(h)    Neglect or failure by Tenant to perform or comply with any of the agreements, terms, covenants or conditions of this Lease, other than those referred to subsections (a) through (g) above, for a period of thirty (30) days (or such shorter period for completing a cure for such default as may be required by applicable Laws or by virtue of an emergency situation) after notice from Landlord to Tenant specifying the items in default, or if such failure is of such a nature that Tenant cannot reasonably remedy the same within such thirty (30) day period, Tenant shall fail to commence promptly (and in any event within such thirty (30) day period) to remedy the same and thereafter to diligently prosecute such remedy to completion with diligence and continuity (and in any event, within ninety (90) days after the notice described in this subparagraph (h)), provided that (x) in no event shall Tenant have such additional period of time that would (A) subject Landlord or any mortgagee to prosecution for a crime or any other fine or charge, (B) subject the Property, or any part thereof, to any lien or encumbrance which is not removed or bonded within the time period required under this Lease, or (C) result in a default under any mortgage and (y) such written notice for a similar default shall only be required twice in any twelve (12) month period, with any subsequent similar performance default constituting an automatic Event of Default without need for an additional written notice); or

(i)     If Tenant’s obligations under this Lease are guaranteed: (1) the death of a guarantor, (2) the termination of a guarantor’s liability with respect to this Lease other than in accordance with the terms of such guaranty, (3) a guarantor’s refusal to honor the guaranty, or (4) a guarantor’s breach of its guaranty obligation on an anticipatory breach basis.

Section 9.2 - Landlord’s Remedies.

(a)    Upon the occurrence of an Event of Default by Tenant, Landlord may pursue any and all remedies available to it at law or in equity. Landlord may give Tenant a notice of intention to end the Term of this Lease at the expiration of three (3) business days from the date of the giving of such notice, and, in the event such notice is given, this Lease and the Term and estate hereby granted (whether or not the Term shall theretofore have commenced) shall expire and terminate upon the expiration of said three (3) business days with the same effect as if that day were the date hereinbefore set for the expiration of the full Term of this Lease, but Tenant shall remain liable for damages as provided in this Lease or pursuant to Applicable Laws. If the term “Tenant”, as used in this Lease refers to more than one person, then as used in this Article IX, said Term shall be deemed to include all of such persons or any one of them. If any of the obligations of Tenant under this Lease is guaranteed, the term “Tenant” as used in said clauses, shall be deemed to include also the guarantor or, if there be more than one guarantor, all or any one of them; and, if this Lease shall have been assigned, the term “Tenant”, as used in said clauses, shall be deemed to include the assignee and the assignor or either of them under any such assignment.

(b)    If an Event of Default occurs and Landlord elects not to terminate this Lease, then (i) Landlord shall have the immediate right, pursuant to legal process, if any be applicable, to either pay any sums or do any act on behalf of Tenant, in order to cure a default by Tenant, and any sums expended by Landlord, together with interest thereon accruing at the Default Rate shall be immediately due and payable by Tenant to Landlord, or (ii) Landlord may, pursuant to legal process, if any be applicable, re-enter the Premises and Landlord may remove all persons and property from the Premises and such property may be removed and stored in a public warehouse or elsewhere at the cost of, and for the account of, Tenant without Landlord being deemed guilty of trespass or becoming liable for any loss or damage which may be occasioned thereby.

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(c)    In addition, if an Event of Default occurs, then whether or not Landlord terminates this Lease, Landlord may elect to re-enter or take possession pursuant to legal proceedings or pursuant to any notice provided for by Applicable Laws. Upon Landlord’s election to re-enter or to take possession it may make such alterations and repairs as may be necessary in order to relet the Premises or any part thereof, for such term or terms (which may be for a term extending beyond the Term) and at such rentals and upon such other terms and conditions as Landlord in its commercially reasonable discretion may deem advisable and upon each such reletting all rentals received by Landlord from such reletting shall be applied first, to the payment of any indebtedness other than Basic Rent and Additional Rent due hereunder from Tenant to Landlord, second, to the payment of the cost of any such alterations and repairs, third, to the payment of Basic Rent and Additional Rent due and unpaid hereunder, and any amount remaining shall be held by Landlord and applied in payment of future Basic Rent and Additional Rent as the same may become due and payable hereunder. If such rentals received from such reletting during any month be less than the Basic Rent and Additional Rent to be paid during that month by Tenant hereunder, then Tenant shall pay any such deficiency to Landlord. Such deficiency shall be calculated and paid monthly. Landlord may recover from Tenant, from time to time, all damages it may incur by reason of Tenant’s default, including the cost of recovering the Premises and reasonable attorneys’ fees (which may include reasonably allocated in-house counsel fees), all of which amount shall be immediately due and payable from Tenant to Landlord. Landlord shall in no event be liable in any way whatsoever for failure to re-let the Premises, or, in the event that the Premises are re-let, for failure to collect the rent under such re-letting.

(d)    Additionally, at any time after such re-entry or possession or in lieu thereof, without any further notice or demand, whatsoever, Landlord may terminate this Lease and forthwith repossess the Premises by delivering notice accordingly; in which case Tenant must immediately surrender the Premises to Landlord, and if Tenant fails to do so, Landlord may, without prejudice to any other remedy which Landlord may have for possession or arrearages in Rent, enter upon and take possession of the Premises, by forcible entry or detainer suit or otherwise, by force if necessary (except where prohibited by Applicable Laws), without demand or notice of any kind to Tenant, without being liable for prosecution for claims of damages therefore; in which case, Landlord will be entitled to recover from Tenant, on demand, the liquidated damages set out as follows. Landlord and Tenant agree that it is difficult to determine, with any degree of certainty, the loss Landlord will incur if the Lease is terminated as a result of an Event of Default; accordingly, Landlord and Tenant agree that the total sum of money determined in accordance with the following formula represents a reasonable estimate of such loss and is intended as a liquidated damages provision: (i) the cost of recovering the Premises; plus (ii) the unpaid Basic Rent and Additional Rent at the time of termination; plus (iii) the Basic Rent, if any, which was abated at the beginning of the Term; plus (iv) the amount equal to: (1) the total Rent which Landlord would have received under this Lease for the remainder of the Term (assuming that, for the purposes of this paragraph, annual payments by Tenant on account of Taxes and Operating Costs would be the same as the payments required for the immediately preceding year) less (2) the then fair market value of the remaining un-expired portion of the Lease determined at the then Fair Market Rental Rate (as defined below) for the Premises, and the result of such calculation shall be discounted to the net present value (computed using the prime rate of the Citibank, NA in effect at the date of such termination); plus (v) all other reasonable expenses incurred by Landlord in connection with Tenant’s default, reletting the Premises and all other sums of money and damages due to Landlord. For the purposes of this Section 9.2, the term “Fair Market Rental Rate” shall take into consideration the rental rate for the Premises and comparable buildings, taking into account any concessions generally granted in the market place, which are generally then prevailing in the market at the time of such determination and taking into consideration the likelihood and probable timing of the re-letting of the Premises.

(e)    IN ADDITION TO ANY AND ALL REMEDIES PROVIDED HEREUNDER OR BY LAW, FOR VALUE RECEIVED AND UPON ANY EVENT OF DEFAULT BY TENANT HEREUNDER, OR UPON TERMINATION OF THE TERM AND THE FAILURE OF TENANT TO

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DELIVER POSSESSION OF THE PREMISES TO LANDLORD, TENANT HEREBY EMPOWERS ANY ATTORNEY OF ANY COURT OF COMPETENT JURISDICTION TO APPEAR FOR TENANT AND, WITHOUT COMPLAINT FILED, EITHER IN ADDITION TO OR WITHOUT A JUDGMENT FOR THE SPECIFIC AMOUNT OF RENT OR ACCELERATED RENT DUE UNDER THIS LEASE, TO APPEAR FOR TENANT, AND FOR ANY OTHER PERSONS CLAIMING UNDER, BY OR THROUGH TENANT, AND CONFESS JUDGMENT, OR A SERIES OF JUDGMENTS, FORTHWITH AGAINST TENANT AND SUCH OTHER PERSONS AND IN FAVOR OF LANDLORD, ITS SUCCESSORS AND/OR ASSIGNS, IN AN AMICABLE ACTION OF EJECTMENT FOR THE PREMISES, AND FOR COSTS OF SUIT AND ATTORNEYS’ COMMISSION OF FIVE THOUSAND AND NO/100 DOLLARS ($5,000.00) AND WITH RELEASE OF ALL ERRORS, AND WITHOUT STAY OF EXECUTION, AND THE ENTRY OF JUDGMENT UNDER THE FOREGOING WARRANT SHALL NOT EXHAUST THE WARRANT, BUT SUCCESSIVE JUDGMENTS MAY BE ENTERED THEREUNDER FROM TIME TO TIME AS OFTEN AS DEFAULTS OCCUR.

TENANT’S INITIALS: DM

Section 9.3 - Non-Waiver. Landlord’s failure to act upon breach of any of the covenants of this Lease by Tenant shall in no way constitute a waiver of the rights of Landlord, at any time in the future, to act upon such default; nor shall any such failure to act prevent Landlord from acting in the event of any other or further breach of Tenant’s covenants. No provision of this Lease shall be deemed to have been waived unless such waiver is in writing signed by Landlord. No payment by Tenant or receipt by Landlord of a lesser amount than the Basic Rent or Additional Rent then due shall be deemed other than on account of the earliest rent then unpaid, nor shall any endorsement or statement on any check or any letter accompanying any check or payment as rent be deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord’s right to recover the balance of such rent or pursue any other remedy provided for in this Lease.

Section 9.4 - Waiver by Tenant. Tenant hereby waives any demand for Basic Rent and Additional Rent, re-entry for condition broken, or other formalities to which Tenant may be entitled after an Event of Default. Tenant hereby expressly waives any and all rights of redemption granted by or under present or future laws in the event of Tenant being evicted or dispossessed for any reasonable cause or in the event of Landlord obtaining possession of the Premises by reason of the violation by Tenant of any of the provisions of this Lease or otherwise under the terms of this Lease. The acceptance of Basic Rent and Additional Rent or failure to re-enter by Landlord after such default shall not be held to be a waiver of its right to terminate this Lease, and Landlord may re-enter and take possession thereof the same as if no rent had been accepted after such default. Tenant expressly waives any right of defense which it may have to claim a merger and neither the commencement of any action or proceeding nor the settlement thereof or entering of judgment therein shall bar Landlord from bringing subsequent actions or proceedings from time to time.

Section 9.5 - Self-Help. If Tenant fails, within seven (7) days after notice from Landlord, to proceed with due diligence to perform any of its obligations and covenants contained in this Lease, Landlord may, but shall not be required to, and in addition to any other rights of Landlord hereunder or at law or in equity, perform the same and the expenses thereof incurred by Landlord shall be collectable as Additional Rent after rendition of a bill or statement therefore, provided however, that nothing herein shall prevent Landlord from performing any of Tenant’s obligations and covenants prior to the expiration of such 7-day period if Landlord determines, in its commercially reasonable discretion, that failure to so perform would put the Unit or Landlord interest therein at risk.

Section 9.6 - Landlord’s Default. Landlord shall in no event be in default in the performance

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of any of its obligations in this Lease contained unless and until Landlord shall have failed to perform such obligation within thirty (30) days, or such additional time as is reasonably required to correct any such default, after notice by Tenant to Landlord properly specifying wherein Landlord has failed to perform any such obligation.

Section 9.7 - Provisions Not Exclusive. Any and all rights and remedies herein created for Landlord shall be cumulative, and the use of one remedy shall not be taken to exclude or waive the right to the use of another. The foregoing rights and remedies are not intended to be exclusive but as additional to all rights and remedies Landlord would otherwise have by Applicable Laws.

Section 9.8 - Attorneys’ Fees. Tenant shall pay Landlord for, and indemnify Landlord against, all reasonable legal costs and charges, including attorneys’ fees (which may include reasonably allocated in-house counsel fees), reasonably incurred by Landlord in any action under this Lease.

Article X - Subordination and Relationship of the Parties

Section 10.1 - Subordination. Tenant agrees that this Lease shall be and hereby is automatically subordinate to any present or future mortgage on the Unit or Land. Without limiting the foregoing, Tenant agrees, so long as Tenant’s rights under this Lease and its quiet and peaceable possession of the Premises are not disturbed, if so requested in writing by Landlord, to sign any documents required to evidence such waiver and surrender any and all right of prior lien which Tenant has, might have, or ought to have by virtue of this Lease over any mortgage or mortgages which now are or shall hereafter be placed upon the Premises, the Unit or Land or any part thereof and to deliver the same within twenty (20) days of such written request. In the event Tenant fails to deliver such document or statement within such twenty (20) day period, Tenant hereby appoints Landlord as its attorney-in-fact to execute any and all documents necessary to effect such waiver and surrender of rights or priority. Tenant agrees that such mortgage or mortgages shall take precedence over this Lease and shall be entitled to the same rights and benefits, both at law and in equity, as said mortgage or mortgages would have had if executed, delivered and recorded prior to the lien of this Lease. In the event that Tenant requests that Landlord obtain a Subordination, Non-Disturbance and Attornment Agreement from any mortgage holder, Tenant shall reimburse Landlord for all costs incurred in obtaining such Subordination, Non-Disturbance and Attornment Agreement, including, but not limited to, reasonable attorneys’ fees (which may include reasonably allocated in-house counsel fees) and processing charges required by any such mortgage holder.

Section 10.2 - Estoppel Certificate. Landlord and Tenant, as applicable, shall, from time to time upon written request by the requesting party, execute and deliver to the requesting party within twenty (20) days of such written request, a written declaration using the commercially reasonable form provided by the requesting party: (a) expressing the commencement and expiration dates thereof; (b) certifying that this Lease is in full force and effect and has not been assigned, modified, supplemented or amended (except by such writings as shall be stated); (c) that all conditions under this Lease to be performed by the requesting party have been satisfied, or stating those alleged to remain unsatisfied; (d) that there are no defenses or offsets against the enforcement of this Lease by the requesting party, or stating those claimed by the non-requesting party; (e) the amount of advance Rent, if any, paid by Tenant; (f) the date to which Rent has been paid; and (g) any other reasonably requested information regarding the Lease. Landlord, its mortgage lenders and/or purchasers of the Property and their lender and Tenant shall be entitled to rely upon the applicable estoppel certificate. If the non-requesting party fails to deliver such a statement or declaration within such twenty (20) day period, then such failure shall be a default hereunder, and it shall be conclusively deemed that this Lease is in full force and effect and unmodified and that there are no uncured defaults in the non-requesting party’s performance hereunder.

Section 10.3 - No Joint Venture. Notwithstanding any obligation from one party to the other herein, the parties hereto state that they have not created and do not intend to create by this Lease

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a Joint Venture or Partnership relation between them; it being their sole purpose and intent to create only a Landlord-Tenant relationship.

Article XI - Security Deposit

Intentionally deleted.

Article XII - Termination and Surrender

Section 12.1 - Condition of Premises. Upon expiration or other termination of this Lease, Tenant shall:

(a)    Quit and surrender the Premises, broom cleaned and in good condition, reasonable wear and tear excepted.

(b)    Remove from the Premises its goods and effects and those of all persons claiming under Tenant, such goods and effects to include but not be limited to all movable partitions erected by it, appliances, shelving and all other equipment, stock and materials which Tenant may have installed in or brought upon the Premises, including removal of any data or communication wiring installed by Tenant. Tenant shall, at its own expense, repair all damage to the Premises by reason of removal as required by this section.

All repairs, alterations, other improvements or installations made to or upon the Premises which are so attached to the realty that the same will be, by law, deemed to be a part of the realty shall be the property of Landlord and remain upon and be surrendered with the Premises upon the termination of the Term. Notwithstanding the foregoing, all trade fixtures, lighting fixtures and signs, whether by law deemed to be a part of the realty or not, installed by Tenant or anyone claiming under Tenant at any time, shall remain the property of Tenant or such persons claiming under Tenant and may be removed by Tenant or such persons claiming under Tenant at any time or times during the Term.

Section 12.2 - Holding-Over. If Tenant remains on the Premises beyond the expiration or termination of this Lease or any renewal or extension thereof without the written consent of Landlord, such holding-over shall be deemed to create a tenancy at sufferance at a rate equal to one hundred fifty percent (150%) of the amount of Basic Rent and Additional Rent in effect on the date immediately preceding such expiration or earlier termination, and Landlord shall have, in addition, all of the rights and remedies reserved to it under this Lease. In the event that the tenancy at sufferance continues for more than thirty (30) days, then Tenant shall also pay over to Landlord and indemnify, defend and save Landlord harmless from and against all liabilities, suits, actions, damages, costs and expenses, penalties and claims arising out of Tenant’s holding over in the Premises including without limitation all third party claims against Landlord. Tenant’s indemnity, as stated above, shall survive the expiration or other termination of this Lease or the tenancy at sufferance as stated above.

Section 12.3 - Landlord and Tenant Act of 1951. TENANT EXPRESSLY WAIVES TO LANDLORD THE BENEFIT TO TENANT OF 68 P.S. SECTION 250.501, BEING SECTION 501 OF THAT ACT, APPROVED APRIL 6, 1951, ENTITLED “LANDLORD AND TENANT ACT OF 1951”, AS MAY BE AMENDED FROM TIME TO TIME, REQUIRING NOTICE TO QUIT UPON THE EXPIRATION OF THE TERM OF THIS LEASE OR AT THE EXPIRATION OF ANY EXTENSION OR RENEWAL THEREOF, OR UPON ANY EARLIER TERMINATION OF THIS LEASE, AS HEREIN PROVIDED. TENANT COVENANTS AND AGREES TO VACATE, REMOVE FROM AND DELIVER UP AND SURRENDER THE POSSESSION OF THE PREMISES TO LANDLORD UPON THE EXPIRATION OF THE TERM OR UPON THE EXPIRATION OF ANY EXTENSION OR RENEWAL THEREOF, OR UPON ANY EARLIER TERMINATION OF THIS LEASE, AS HEREIN PROVIDED, WITHOUT SUCH NOTICE, IN THE CONDITION AS REQUIRED ABOVE.

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Article XIII - Miscellaneous Provisions

Section 13.1 - Broker. Landlord and Tenant hereby represent and agree that they have neither communicated nor dealt with any real estate broker or agent in connection with the Premises or the transaction contemplated herein except CBRE, Inc., as Landlord’s agent and Rise Pittsburgh, as Tenant’s agent (collectively, “Broker”) and that no other broker or agent is entitled to any commission or any other remuneration on account of this transaction. Landlord agrees to pay the commission due Broker. Landlord and Tenant agree that if either has communicated or dealt with any real estate broker or agent, other than Broker, who makes a claim for commission in connection with this transaction, then the party so communicating or dealing shall indemnify and hold the other party harmless against any costs or expenses, including the cost of defense, resulting from any such claim. The indemnity, as set forth in this Section 13.1, shall survive the termination or expiration of this Lease.

Section 13.2 - Amendments. This Lease shall not be amended, modified, altered or changed in any respect whatsoever except by further agreement, in writing, duly executed by each of the parties hereto.

Section 13.3 - Successors. This Lease shall be binding upon and inure to the benefit of the parties hereto and to their respective heirs, successors, personal representatives and assigns.

Section 13.4 - Construction. The parties agree that this document shall not be construed more severely against one of the parties than the other.

Section 13.5 - Captions. The captions of this Lease are for convenience and reference only and in no way define, describe, extend or limit the scope or intent of this Lease or of any provision hereof.

Section 13.6 - Notices. Any notice, demand, offer or other written instrument (“notice”) required or permitted to be given, made or sent under this Lease shall be in writing, signed by or on behalf of the party giving such notice and shall be hand delivered or sent by a recognized overnight delivery service providing proof of delivery (such as Federal Express or UPS), addressed as follows:

TO LANDLORD:	TO TENANT:
ACA Concourse East Unit 3 LLC	Castle Biosciences, Inc.
Nova Place - Management Office	3737 N. 7th Street, Suite 160
Attn: Chief Financial Officer	Phoenix, AZ 85014
100 South Commons, Suite 102	Attn: Kristen Oelschlager, COO
Pittsburgh, PA 15212
With a copy to:
Faros Properties
Attn: General Counsel
14 Beacon Street, 7th Floor
Boston, MA 02108
ADDITIONALLY, Rent payments shall be sent to Landlord as follows:
Via Regular Mail, Hand Delivery or Overnight Delivery:
ACA Concourse East Unit 3 LLC
Nova Place - Management Office
Attn: Accounting Department
100 South Commons, Suite 102
Pittsburgh, PA 15212

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Either party may change its address set forth in this Article by giving notice to the other party in accordance with this Article.

A notice shall be effective upon hand delivery or, if by overnight delivery the date of receipt or rejection evidenced on the courier’s records. Provided further however that rejection or refusal to accept or inability to deliver because of change of address (without proper notice of such change of notice address as required hereunder) shall be deemed receipt of the notice sent as of the first day of refusal or rejection or the first date of attempted delivery to the address specified herein in the case of a change of notice address without proper notice of such change of address as aforesaid.

Any notice given by an attorney on behalf of Landlord shall be considered as given by Landlord and shall be fully effective.

Section 13.7 - Counterparts and Electronic Signatures. This Lease may be executed in several counterparts, each of which shall be deemed an original but all of which shall constitute one and the same document, and when each of the parties hereto has executed one or more of such counterparts, this Lease shall be deemed fully executed and effective in accordance with its terms. Documents executed, scanned and transmitted electronically and electronic signatures shall be deemed original signatures for purposes of this Lease and all matters related thereto, with such scanned and electronic signatures having the same legal effect as original signatures. This Lease, any other document necessary for the consummation of the transaction contemplated by this Lease may be accepted, executed or agreed to through the use of an electronic signature in accordance with the Electronic Signatures in Global and National Commerce Act, Title 15, United States Code, Sections 7001 et seq., the Uniform Electronic Transaction Act and any applicable state law. Any document accepted, executed or agreed to in conformity with such laws will be binding on each party as if it were physically executed.

Section 13.8 - Partial Invalidity. The invalidity of one or more of the phrases, sentences, clauses, Sections or Articles contained in this Lease shall not affect the remaining portions so long as the material purposes of this Lease can be determined and effectuated. If any portion of this Lease may be interpreted in two or more ways, one of which would render the portion invalid or inconsistent with the rest of this Lease, it shall be interpreted to render such portion valid or consistent.

Section 13.9 - Limitation of Liability. Anything in this Lease to the contrary notwithstanding, Tenant agrees that it shall look solely to the Landlord’s then equity interest in the Land and Unit and subject to the prior rights of any mortgagee of the property and subject to Landlord’s rights under a leasehold interest of the Land or part thereof, if any, for the collection of any judgment (or other judicial process) requiring the payment of money by Landlord in the event of any default or breach by Landlord with respect to any of the terms, covenants and conditions of this Lease to be observed and/or performed by Landlord, and no other assets of Landlord, or any of its members, managers or partners, shall be subject to levy, execution or other procedures for the satisfaction of Tenant’s remedies. It is specifically agreed that Landlord or its members, managers or partners shall never be personally liable for any such judgment or for the payment of any monetary obligation to Tenant. Further, in no event shall Landlord or its members, managers or partners be liable to Tenant for any indirect, special or consequential damages suffered by Tenant from whatever cause or in connection with any act of Landlord, its members, managers, agents, employees, invitees, independent contractors or otherwise.

Section 13.10 - Joint and Several Liability. If this Lease is executed by more than one person or entity as Tenant, each of such persons and entities shall be jointly and severally liable for the performance of all of Tenant’s obligations set forth in this Lease.

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Section 13.11 - Financial Statements. If Tenant’s financial statements are accessible on line through filings with the United States Securities and Exchange Commission, or any other governmental authority of which Tenant notifies Landlord and Landlord is readily able to access the website of the such governmental authority, Tenant shall not be required to provide the requested financial information. However, if during the Term of the Lease Tenant’s financial statements are not accessible to the public without charge via a website, then within ten (10) days after Landlord has made a written request, Tenant shall deliver to Landlord a complete financial statement certified by an independent certified public accounting firm or an authorized officer of Tenant. Tenant agrees to maintain accounting controls and books of account, in form adequate for auditing purposes.

Section 13.12 - Relocation. Intentionally deleted.

Section 13.13 - Governing Law. This Lease shall be governed by, construed and enforced in accordance with the substantive laws of the Commonwealth of Pennsylvania without regard to principles of conflicts of law.

Section 13.14 - Waiver of Jury Trial. The parties hereby waive trial by jury in any action, proceeding or counterclaim brought by either party.

Section 13.15 - Notice of Lease. The Parties agree that they will not record this Lease or a Notice of Lease.

Section 13.16 - Number and Gender. Any reference to the masculine gender shall be deemed to include the feminine and neuter genders, and vice versa, and any reference to the singular shall include the plural, and vice versa, unless the context otherwise requires.

Section 13.17 - Force Majeure. Except as otherwise specifically provided elsewhere in this Lease, in any case where either party hereto is required to do any act (other than Tenant’s obligations to pay Basic Rent and Additional Rent and to maintain insurance under this Lease and Tenant’s option to extend this Lease, if any), the time for such performance shall be extended by the period of delays caused by fire or other casualty, labor difficulties, strikes, labor disturbances, shortages of labor, materials or equipment, government regulations, governmental preemptions, federal, state or local governmental orders, quarantines or restrictions relating to the coronavirus/Covid-19 pandemic or any other epidemic, pandemic, quarantine order or governmental regulations related thereto or other causes beyond the reasonable control of such party, excluding in all cases financial inability to perform (“Force Majeure”).

Section 13.18 - Entire Agreement. All understandings and agreements heretofore had between the parties are merged in this Lease which alone fully and completely expresses their understanding.

Section 13.19 - Time of the Essence. Time shall be of the essence under this Lease.

Section 13.20 - Guaranty of Lease. Intentionally deleted.

Section 13.21 - Sale of Property by Landlord. In the event of any transfer of title to the Unit by Landlord, Landlord shall thereafter be entirely freed and relieved from the performance and observance of all covenants and obligations hereunder which are to be performed or observed from and after the date of such transfer. Landlord shall provide Tenant with notice of the transfer, which shall confirm transfer of any security deposit held by Landlord under this Lease to the new owner.

Section 13.22 - When Lease Becomes Binding. The submission of this document for examination and negotiation does not constitute an offer to lease, or a reservation of, or option for,

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the Premises, and this document shall become effective and binding only upon the execution and delivery hereof by both Landlord and Tenant. All negotiations, considerations, representations and understandings between Landlord and Tenant are incorporated herein and this Lease expressly supersedes any proposals or other written documents relating hereto. This Lease may be modified or altered only by written agreement between Landlord and Tenant, and no act or omission of any employee or agent of Landlord shall alter, change or modify any of the provisions hereof. Notwithstanding the Parties’ agreement that the Lease Term begins on the Commencement Date, the Parties understand and agree that this Lease is a binding obligation in full force and effect from and after the Effective Date (as defined below).

Section 13.23 - Authority for Execution. Each person executing this Lease on behalf of Landlord or Tenant, as applicable, hereby covenants and warrants that he or she was duly authorized to so execute this Lease and that this Lease is the valid and binding obligation of Landlord or Tenant, as applicable.

Section 13.24 - Tenant’s Understanding. TENANT HEREBY ACKNOWLEDGES AND AGREES THAT TENANT UNDERSTANDS THE CONFESSIONS OF JUDGMENT AUTHORIZED IN SECTION 9.2(E) OF THIS LEASE; THAT THIS TRANSACTION IS COMMERCIAL AND NONRESIDENTIAL IN NATURE; AND THAT TENANT WAIVES ANY RIGHT TO A HEARING OR TRIAL IN COURT WHICH WOULD OTHERWISE BE REQUIRED BY LAW AS A PRIOR CONDITION TO LANDLORD’S OBTAINING THE JUDGMENTS AUTHORIZED IN SECTION 9.2(E) OF THIS LEASE.

Section 13.25 - Confidentiality. Tenant agrees that this Lease and the terms contained herein will be treated as strictly confidential and except as required by Applicable Laws (or except with the written consent of Landlord) Tenant shall not disclose the same to any third party except for Tenant’s partners, members, managers, agents, lenders, accountants, attorneys and potential assignees (provided such potential assignee has executed a confidentiality agreement) who have been advised of the confidentiality provisions contained herein and agree to be bound by the same. In the event Tenant is required by Applicable Laws to provide this Lease or disclose any of its terms, Tenant shall give Landlord prompt notice of such requirement prior to making disclosure so that Landlord may seek an appropriate protective order. If failing the entry of a protective order Tenant is compelled to make disclosure, Tenant shall only disclose portions of the Lease which Tenant is required to disclose and will exercise reasonable efforts to obtain assurance that confidential treatment will be accorded to the information so disclosed.

Section 13.26 - Parking Validation. Tenant shall have the right to participate in any parking validation program established by the Executive Board of the Nova Place Condominium and Landlord from time to time regarding the Nova Place Garage. Any charges incurred under such parking validation program shall be deemed additional rent under this Lease and shall be paid to Landlord within thirty (30) days after submission of an invoice to Tenant for such charges.

Section 13.27 - Condominium. Landlord and Tenant acknowledge that the Premises are a part of Unit 3 of the Nova Place Condominium created by the Declaration of Condominium of the Nova Place Condominium dated July 27, 2017, with an effective date of July 31, 2017 and recorded on August 2, 2017 with the Department of Real Estate in Allegheny County, Pennsylvania in Deed Book Volume 16888, Page 128, and that this Lease is subject to the provisions of the Declaration of Condominium.

Section 13.28 - Early Termination Option. Provided that Tenant has not exercised its right of First Refusal (as set forth in Section 13.29 below) and Landlord has not provided Tenant with notice of an ongoing default of its obligations hereunder and such default remains uncured, Tenant shall have the one-time option to terminate this Lease (the “Early Termination Option”) effective at the expiration of the ninetieth (90th) month after the Rent Commencement Date (the “Early Termination Date”) provided that Tenant gives Landlord written notice of its election to exercise the Termination Option prior to the end of the seventy-eighth (78th) month after the Rent Commencement Date of the Term (the “Early Termination Option Exercise Period”). The date of

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Castle Biosciences - Unit 3 - Nova Place

Tenant’s notice of the election to exercise this option shall be the “Early Termination Option Exercise Date”. Tenant’s exercise of the Early Termination Option shall be irrevocable and expressly conditioned on each of the following items being properly and timely completed: (i) as of the Early Termination Option Exercise Date and the Early Termination Date, all Basic Rent and Additional Rent shall be current and shall be apportioned as of the Early Termination Date; and (ii) within thirty (30) days after Landlord’s receipt of Tenant’s timely and written exercise of the Early Termination Option, Tenant shall submit to Landlord a termination fee equal to Two Million Two Hundred Sixty-Seven Thousand Two Hundred Seventy-Four and 90/100 Dollars ($2,267,274.90) (or 50% of the Basic Rent owed between the Early Termination Date and the Expiration Date, and this amount shall be revised in the event that the Lease is amended so that the Basic Rent is adjusted) (the “Termination Payment”); and (iii) neither party shall have any rights, liabilities or obligations under this Lease for the period accruing after the Early Termination Date, except those which, by the provisions of this Lease, expressly survive the termination of the term of this Lease; and (iv) Tenant shall surrender the Premises in the condition required under this Lease. Provided that Tenant properly exercises its Early Termination Option and timely submits the Termination Payment, pursuant to the terms of this section, Landlord and Tenant shall promptly execute an amendment to this Lease to document the Early Termination Date. If Tenant fails to strictly comply with the terms and provisions of this sub-section, then this Lease shall remain in full force and effect.

Section 13.29 - Right of First Refusal.

(a)    Grant of Option. Subject to the terms of Section 13.29(e) below, after the beginning of Month 37 of the Term, in the event that all or any portion of the 11,663 rentable square feet of contiguous space in the Unit on the Terrace Level (the “Offered Space”) is available for lease by Landlord, and if Landlord intends to enter into a lease (the “Proposed Lease”) for such Offered Space with a third party (a “Proposed Tenant”), Landlord shall offer to Tenant the right to lease the applicable portion of the Offered Space upon all the terms and conditions of the Proposed Lease. Notwithstanding the foregoing, in the event that Landlord intends to lease any portion of the Offered Space to an Affiliate of Landlord, Landlord shall follow the process set forth in this subsection 13.29 but the economic terms for the Proposed Lease shall be the lesser of: (i) the then-current terms of this Lease, or (ii) Fair Market Rent for the Offered Space, as defined and subject to the process set forth in Section 1.5 above. Additionally, in the event that Tenant elects to rent the entirety of the available space, then Tenant shall also be required to add the common area space on the floor (totaling 8,094 rentable square feet), to make the Premises a single tenant space.

(b)    Process. Such offer will be made by Landlord to Tenant in a written notice (the “Offer Notice”) which offer will designate the applicable portion of the Offered Space being offered and specify the terms for such Offered Space which will be the same as those set forth in the Proposed Lease. Tenant may accept the offer set forth in the Offer Notice by delivering to Landlord an unconditional acceptance (“Tenant’s Notice”) of such offer within ten (10) business days after delivery by Landlord of the Offer Notice to Tenant. Time will be of the essence with respect to the giving of Tenant’s Notice. If Tenant does not accept (or fails to timely accept) an offer made by Landlord designated in the Offer Notice, Landlord shall be free to enter into a lease with a third party for the particular Offered Space, except as set forth in (c) below. In order to send the Offer Notice, Landlord does not need to have negotiated a complete lease with the Proposed Tenant but may merely have a fully negotiated, non-binding term sheet or letter of intent for the Proposed Lease, and Tenant must make its decision with respect to the Offered Space as long as it has received the Offer Notice containing a description of the material economic terms of such term sheet or letter of intent. Tenant must accept the entire Offered Space offered by Landlord at any one time if it desires to accept any of such Offered Space and may not exercise its right with respect to only a portion of such space.

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(c)    Effect of Non-Acceptance. If Tenant does not accept the offer to lease any Offered Space, Tenant will be deemed to have irrevocably waived all further rights with respect to the Offered Space and Landlord shall be free to lease all or any portion of the Offered Space to the Proposed Tenant or any subsequent tenant pursuant to the terms set forth in the Offer Notice. Notwithstanding the foregoing, if Tenant declines to lease the Offered Space, and if Landlord has not leased the Offered Space by the date that is eighteen (18) months following the date of the applicable Offer Notice, and if after such date Landlord intends to enter into a Proposed Lease with a party other than the original Proposed Tenant upon terms materially different than those contained in the original Offer Notice (meaning terms less than ninety percent (90%) of the economic terms set forth in the original Offer Notice), Landlord shall again offer the Offered Space to Tenant in accordance with the terms of Subsection (b), above.

(d)    Election to Expand. If Tenant elects to lease the Offered Space as provided above, then the parties shall promptly enter into an amendment of Lease to include such Offered Space as part of the Premises on the terms set forth in the Offer Notice (inclusive of any tenant improvement allowance, base year, rental rate, term length and other material terms) after Landlord’s receipt of Tenant’s Notice. The failure of the parties to execute such amendment within said time period shall not relieve the parties of their obligation to lease the Offered Space on the terms set forth in the Offer Notice.

(e)    The provisions of this Section 13.29 shall not be effective and Tenant shall not have the right to lease the Offered Space if (i) the original Tenant named herein has assigned this Lease (except for a Permitted Transfer allowed pursuant to the terms of Section 8.7 above); or (ii) Tenant is then in default in the performance of its obligations under this Lease, beyond the expiration of all applicable notice and cure periods; or (iii) Tenant has been in default in the performance of its obligations under this Lease, and Landlord has given Tenant notice of such default within the preceding twenty-four (24) months; or (iv) any portion of the Premises has then been sublet and the sublease remains in effect; or (v) there has been a material negative change in Tenant’s financial condition, as determined by Landlord in its reasonable discretion; or (vi) it is during the last forty=-eight (48) months of the Term; or (vii) another tenant of the Nova Place with a lease in place as of the date Tenant sends the Expansion Notice has a right to the applicable portion of the Offered Space.

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

SIGNATURE PAGE FOLLOWS

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This Lease shall be deemed effective as of the date of the last party to sign below (the “Effective Date”).

TENANT:		LANDLORD:
CASTLE BIOSCIENCES, INC.,		ACA CONCOURSE EAST UNIT 3 LLC,
a Delaware corporation		a Delaware limited liability company
By:	/s/ Derek Maetzold	By:	/s/ Alexander Leventhal
Name:	Derek Maetzold	Name:	Alexander Leventhal
Title:	President and CEO	Title:	Manager
Date:	4-1-2022	Date:	4/1/22
By:	/s/ Franklin Stokes
Name:	Franklin Stokes
Title:	CFO
Date:	4-1-2022

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Castle Biosciences - Unit 3 - Nova Place

EXHIBIT A - DIAGRAM OF PREMISES

EXHIBIT B - RULES AND REGULATIONS

SCHEDULE C - LANDLORD'S WORK

SCHEDULE C-1 - PLAN FOR LANDLORD'S WORK

SCHEDULE C-2 - LANDLORD'S WORK LETTER

EXHIBIT D - CONSTRUCTION INSURANCE REQUIREMENTS

EXHIBIT E - LANDLORD SERVICES

EXHIBIT F - CONFIRMATION OF LEASE PROVISIONS

EX-31.1

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO EXCHANGE ACT RULE 13a-14(a)/15d-14(a),

AS ADOPTED PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Derek J. Maetzold, certify that:
1.	I have reviewed this Quarterly Report on Form 10-Q of Castle Biosciences, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and
	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	May 9, 2022	/s/ Derek J. Maetzold
		Derek J. Maetzold President and Chief Executive Officer (Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO EXCHANGE ACT RULE 13a-14(a)/15d-14(a),

AS ADOPTED PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Frank Stokes, certify that:
1.	I have reviewed this Quarterly Report on Form 10-Q of Castle Biosciences, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and
	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	May 9, 2022	/s/ Frank Stokes
		Frank Stokes Chief Financial Officer (Principal Financial and Accounting Officer)

EX-32.1

Exhibit 32.1

CERTIFICATIONS PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022 of Castle Biosciences, Inc. (the “Company”), as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Derek J. Maetzold, President and Chief Executive Officer of the Company, and Frank Stokes, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to their knowledge:
	(1)	the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the"Exchange Act"); and
	(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:	May 9, 2022
/s/ Derek J. Maetzold		/s/ Frank Stokes
Derek J. Maetzold President and Chief Executive Officer (Principal Executive Officer)		Frank Stokes Chief Financial Officer (Principal Financial and Accounting Officer)

This certification accompanies the Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of Castle Biosciences, Inc. under the Securities Act of 1933, as amended, or the Exchange Act (whether made before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.

XML

Cover - shares	3 Months Ended
	Mar. 31, 2022	May 02, 2022
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2022
Document Transition Report	false
Entity File Number	001-38984
Entity Registrant Name	CASTLE BIOSCIENCES, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	77-0701774
Entity Address, Address Line One	505 S. Friendswood Drive
Entity Address, Address Line Two	Suite 401
Entity Address, City or Town	Friendswood
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77546
City Area Code	866
Local Phone Number	788-9007
Title of 12(b) Security	Common Stock, $0.001 par value per share
Trading Symbol	CSTL
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		26,260,916
Entity Central Index Key	0001447362
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1
Amendment Flag	false
Entity Filer Category	Large Accelerated Filer

XML

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Current Assets
Cash and cash equivalents	$ 309,017	$ 329,633
Accounts receivable, net	19,910	17,282
Inventory	2,350	2,021
Prepaid expenses and other current assets	5,164	4,807
Total current assets	336,441	353,743
Long-term accounts receivable, net	1,406	1,308
Property and equipment, net	9,385	9,501
Operating lease assets	7,219	7,383
Intangible assets, net	87,275	88,922
Other assets – long-term	2,699	1,715
Total assets	444,425	462,572
Current Liabilities
Accounts payable	3,314	2,546
Accrued compensation	8,566	15,483
Contingent consideration	20,849	0
Operating lease liabilities	1,199	1,179
Other accrued and current liabilities	5,593	5,678
Total current liabilities	39,521	24,886
Noncurrent portion of contingent consideration	0	18,287
Noncurrent operating lease liabilities	6,711	6,900
Deferred tax liability	757	635
Other liabilities	100	124
Total liabilities	47,089	50,832
Commitments and Contingencies (Note 10)
Stockholders’ Equity
Preferred stock, $0.001 par value per share; 10,000,000 shares authorized as of March 31, 2022 and December 31, 2021; no shares issued and outstanding as of March 31, 2022 and December 31, 2021	0	0
Common stock, $0.001 par value per share; 200,000,000 shares authorized as of March 31, 2022 and December 31, 2021; 25,485,420 and 25,378,520 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively	25	25
Additional paid-in capital	515,701	505,482
Accumulated deficit	(118,390)	(93,767)
Total stockholders’ equity	397,336	411,740
Total liabilities and stockholders’ equity	$ 444,425	$ 462,572

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CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized (in shares)	10,000,000	10,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	200,000,000	200,000,000
Common stock, shares issued (in shares)	25,485,420	25,378,520
Common stock, shares outstanding (in shares)	25,485,420	25,378,520

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (UNAUDITED) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Income Statement [Abstract]
NET REVENUES	$ 26,852	$ 22,813
OPERATING EXPENSES
Cost of sales (exclusive of amortization of acquired intangible assets)	5,944	3,028
Research and development	10,761	5,908
Selling, general and administrative	30,453	18,161
Amortization of acquired intangible assets	1,648	0
Change in fair value of contingent consideration	2,562	0
Total operating expenses	51,368	27,097
Operating loss	(24,516)	(4,284)
Interest income	30	4
Interest expense	(3)	0
Loss before income taxes	(24,489)	(4,280)
Income tax expense	134	0
Net loss and comprehensive loss	(24,623)	(4,280)
Net loss and comprehensive loss	$ (24,623)	$ (4,280)
Basic (in dollars per share)	$ (0.97)	$ (0.17)
Diluted (in dollars per share)	$ (0.97)	$ (0.17)
Weighted-average shares outstanding, basic (in shares)	25,424	24,912
Weighted-average shares outstanding, diluted (in shares)	25,424	24,912

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CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED) - USD ($) $ in Thousands	Total	Effect of Adoption	Preferred Stock	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Accumulated Deficit Effect of Adoption
Beginning balance (in shares) at Dec. 31, 2020			0	24,812,487
Beginning balance at Dec. 31, 2020	$ 415,691		$ 0	$ 25	$ 478,162	$ (62,496)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock compensation expense	4,913				4,913
Exercise of common stock options (in shares)				171,315
Exercise of common stock options	991				991
Issuance of common stock under the employee stock purchase plan (in shares)				70,711
Issuance of common stock under the employee stock purchase plan	1,233				1,233
Public offering of common stock, adjustment to offering costs	39				39
Net income (loss)	(4,280)					(4,280)
Ending balance (in shares) at Mar. 31, 2021			0	25,054,513
Ending balance at Mar. 31, 2021	$ 418,608	$ 21	$ 0	$ 25	485,338	(66,755)	$ 21
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Accounting Standards Update [Extensible Enumeration]	Effect of Adoption
Beginning balance (in shares) at Dec. 31, 2021			0	25,378,520
Beginning balance at Dec. 31, 2021	$ 411,740		$ 0	$ 25	505,482	(93,767)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock compensation expense	$ 8,419				8,419
Exercise of common stock options (in shares)	62,102			62,102
Exercise of common stock options	$ 399				399
Issuance of common stock from vested restricted stock units and payment of employees' taxes (in shares)				2,466
Issuance of common stock from vested restricted stock units and payment of employees’ taxes	(56)				(56)
Issuance of common stock under the employee stock purchase plan (in shares)				42,332
Issuance of common stock under the employee stock purchase plan	1,457				1,457
Net income (loss)	(24,623)					(24,623)
Ending balance (in shares) at Mar. 31, 2022			0	25,485,420
Ending balance at Mar. 31, 2022	$ 397,336		$ 0	$ 25	$ 515,701	$ (118,390)

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
OPERATING ACTIVITIES
Net loss	$ (24,623)	$ (4,280)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	2,151	233
Stock-based compensation expense	8,419	4,913
Change in fair value of contingent consideration	2,562	0
Deferred income taxes	123	0
Other	12	33
Change in operating assets and liabilities:
Accounts receivable	(2,725)	(1,558)
Prepaid expenses and other current assets	(357)	1,679
Inventory	(329)	(93)
Operating lease assets	222	231
Other assets	42	(225)
Accounts payable	187	(40)
Operating lease liabilities	(226)	(295)
Accrued compensation	(6,917)	(3,899)
Other accrued liabilities	29	(330)
Net cash used in operating activities	(21,430)	(3,631)
INVESTING ACTIVITIES
Purchases of property and equipment	(402)	(750)
Net cash used in investing activities	(402)	(750)
FINANCING ACTIVITIES
Payment of common stock offering costs	0	(336)
Proceeds from exercise of common stock options	399	991
Payment of employees’ taxes on vested restricted stock units	(56)	0
Proceeds from contributions to the employee stock purchase plan	897	855
Repayment of principal portion of finance lease liabilities	(24)	0
Net cash provided by financing activities	1,216	1,510
NET CHANGE IN CASH AND CASH EQUIVALENTS	(20,616)	(2,871)
Beginning of period	329,633	409,852
End of period	309,017	406,981
DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Accrued purchases of property and equipment	32	220
Deferred acquisition costs	$ 1,026	$ 0

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Organization and Description of Business

3 Months Ended

Mar. 31, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Description of Business

Organization and Description of Business

Castle Biosciences, Inc. (the ‘‘Company,’’ “we,” “us” or “our”) was incorporated in the state of Delaware on September 12, 2007. We are a commercial-stage diagnostics company focused on providing physicians and their patients with personalized, clinically actionable information to inform treatment decisions and improve health outcomes. We are based in Friendswood, Texas (a suburb of Houston, Texas) and our laboratory operations are conducted at our facilities located in Phoenix, Arizona and in Pittsburgh, Pennsylvania.

Impact of COVID-19 Pandemic

Since the COVID-19 pandemic began in March 2020, we have maintained uninterrupted business operations with normal turnaround times for delivery of test reports, but have experienced declines in test report volume in certain periods, which we believe is linked to delays and/or cancellations in patient visits in response to COVID-19, resulting in reduced diagnostic biopsies and thus reduced diagnoses of cutaneous melanoma. The extent to which COVID-19 may further impact our business, consolidated results of operations, consolidated financial condition and consolidated cash flows will depend on future developments, which are highly uncertain and cannot be predicted with confidence.

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Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2022

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

Basis of Presentation

Our unaudited condensed consolidated financial statements include the accounts of Castle Biosciences, Inc. and our wholly owned subsidiaries and have been prepared in conformity with accounting principles generally accepted in the United States of America (‘‘U.S. GAAP’’). All intercompany accounts and transactions have been eliminated in consolidation.

Reclassification

Certain prior year amounts in our condensed consolidated statements of operations and comprehensive loss have been reclassified to conform to the current year presentation. Specifically, we no longer present gross margin on our statements of operations and comprehensive loss and therefore the cost of sales line is now presented within the operating expenses section of the condensed consolidated statements of operations and comprehensive loss. This reclassification had no impact on operating loss, loss before income taxes, net loss, comprehensive loss or loss per share.

Unaudited Interim Financial Information

The accompanying condensed consolidated balance sheet as of March 31, 2022; the condensed consolidated statements of operations and comprehensive loss, the condensed consolidated statements of stockholders’ equity for the three months ended March 31, 2022 and 2021, and the condensed consolidated statements of cash flows for the three months ended March 31, 2022 and 2021 are unaudited. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of our consolidated financial position as of March 31, 2022 and the results of our consolidated operations and our consolidated cash flows for the three months ended March 31, 2022 and 2021. The financial data and other information disclosed in these notes related to the three months ended March 31, 2022 and 2021 are also unaudited. The results for the three months ended March 31, 2022 are not necessarily indicative of results to be expected for the year ending December 31, 2022, any other interim periods, or any future year or period. The balance sheet as of December 31, 2021 included herein was derived from the audited financial statements as of that date. Certain disclosures have been condensed or omitted from the interim consolidated financial statements. These consolidated financial statements should be read in conjunction with our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021 filed with the Securities and Exchange Commission on February 28, 2022.

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 and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates include revenue recognition, the valuation of stock-based compensation, assessing future tax exposure and the realization of deferred tax assets, the useful lives and recoverability of long-lived assets, the valuation of acquired intangible assets, the valuation of contingent consideration and other contingent liabilities. We base these estimates on historical and anticipated results, trends, and various other assumptions that we believe are reasonable under

the circumstances, including assumptions as to future events. These estimates form the basis for making judgments about the carrying values of assets and liabilities and recorded revenues and expenses that are not readily apparent from other sources. Actual results could differ from those estimates and assumptions. We have considered the potential impact of the COVID-19 pandemic on our estimates and assumptions. The extent to which the COVID-19 pandemic may impact our estimates in future periods is uncertain and subject to change.

Cash and Cash Equivalents including Concentrations of Credit Risk

Cash equivalents consist of short-term, highly liquid investments with original maturities of three months or less. Our cash equivalents consist of money market funds, which are not insured by the Federal Deposit Insurance Corporation (“FDIC”), that are primarily invested in short-term U.S. government obligations. Cash deposits at financial institutions may exceed the amount of insurance provided by the FDIC. Management believes that we are not exposed to significant credit risk on our cash deposits due to the financial position of the institutions in which deposits are held. We have not experienced any losses on our cash or cash equivalents.

Revenue Recognition

Revenue is recognized in accordance with Financial Accounting Standards Board (‘‘FASB’’) Accounting Standards Codification (‘‘ASC’’) Topic 606, Revenue from Contracts with Customers (‘‘ASC 606’’). In accordance with ASC 606, we follow a five-step process to recognize revenues: (1) identify the contract with the customer, (2) identify the performance obligations, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations and (5) recognize revenues when the performance obligations are satisfied. We have determined that we have a contract with the patient when the treating clinician orders the test. Our contracts generally contain a single performance obligation, which is the delivery of the test report, and we satisfy our performance obligation at a point in time upon the delivery of the test report to the treating physician, at which point we can bill for the report. The amount of revenue recognized reflects the amount of consideration to which we expect to be entitled, or the transaction price, and considers the effects of variable consideration. See Note 3 for further details.

Accounts Receivable and Allowance for Credit Losses

We classify accounts receivable balances that are expected to be paid more than one year from the consolidated balance sheet date as non-current assets. The estimated timing of payment utilized as a basis for classification as non-current is determined by analyses of historical payor-specific payment experience, adjusted for known factors that are expected to change the timing of future payments.

We accrue an allowance for credit losses against our accounts receivable based on management’s current estimate of amounts that will not be collected. Management’s estimates are typically based on historical loss information adjusted for current conditions. We generally do not perform evaluations of customers’ financial condition and generally do not require collateral. Historically, our credit losses have not been significant. The allowance for credit losses was zero as of March 31, 2022, and December 31, 2021. Adjustments for implicit price concessions attributable to variable consideration, as discussed above, are incorporated into the measurement of the accounts receivable balances and are not part of the allowance for credit losses.

Contingent Consideration

Under the terms of business combinations or asset acquisitions, we may be required to pay additional consideration if specified future events occur or if certain conditions are met. With respect to the additional consideration that may be payable in connection with the Cernostics, Inc. (“Cernostics”) asset acquisition, we account for the contingent consideration as a liability in accordance with ASC 480, Distinguishing Liabilities from Equity (“ASC 480”), under the guidance for obligations that must or may be settled by issuance of a variable number of shares. In accordance with ASC 480, we record the contingent consideration initially and subsequently at fair value with changes in fair value recorded in the statements of operations and comprehensive loss each period. For additional information on the contingent consideration, see Note 9.

Accrued Compensation

We accrue for liabilities under discretionary employee and executive bonus plans. These estimated compensation liabilities are based on progress against corporate objectives approved by our board of directors, compensation levels of eligible individuals, and target bonus percentage levels. The board of directors reviews and evaluates the performance against these objectives and ultimately determines what discretionary payments are made. We also accrue for liabilities under employee sales incentive bonus plans with accruals based on performance achieved to date compared to established targets. As of March 31, 2022 and December 31, 2021, we accrued $4,380,000 and $12,071,000, respectively, for liabilities associated with these bonus plans.

These amounts are classified as current or noncurrent accrued liabilities in the condensed consolidated balance sheets based on the expected timing of payment.

Comprehensive Loss

Comprehensive loss is defined as a change in equity during a period from transactions and other events and circumstances from non-owner sources. Our comprehensive loss was the same as our reported net loss for all periods presented.

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Revenue

3 Months Ended

Mar. 31, 2022

Revenue from Contract with Customer [Abstract]

Revenue

Revenue

All of our revenues from contracts with customers are associated with the provision of diagnostic and prognostic testing services. Most of our revenues are attributable to DecisionDx®-Melanoma for cutaneous melanoma. We also provide a test for uveal melanoma, DecisionDx®-UM, a test for patients with cutaneous squamous cell carcinoma, DecisionDx®-SCC and a test for use in patients with suspicious pigmented lesions, DecisionDx® DiffDx™-Melanoma. We began offering a test for difficult-to-diagnose melanocytic lesions, myPath Melanoma, following an asset acquisition completed in May 2021 and began offering the TissueCypher® Barrett’s Esophagus test for patients with Barrett’s esophagus following an asset acquisition completed in December 2021. Information on the disaggregation of revenues is included below.

Once we satisfy our performance obligations and bill for the service, the timing of the collection of payments may vary based on the payment practices of the third-party payor and the existence of contractually established reimbursement rates. Most of the payments for our services are made by third-party payors, including Medicare and commercial health insurance carriers. Certain contracts contain a contractual commitment of a reimbursement rate that differs from our list prices. However, absent a positive coverage policy, with or without a contractually committed reimbursement rate, with a commercial carrier or governmental program, our diagnostic tests may or may not be paid by these entities. In addition, patients do not enter into direct agreements with us that commit them to pay any portion of the cost of the tests in the event that their insurance provider declines to reimburse us. We may pursue, on a case-by-case basis, reimbursement from such patients in the form of co-payments and co-insurance, in accordance with the contractual obligations that we have with the insurance carrier or health plan. These situations may result in a delay in the collection of payments.

The Medicare claims that are covered by policy under a Local Coverage Determination (“LCD”) or otherwise are generally paid at a rate established on Medicare’s Clinical Laboratory Fee Schedule or by the respective Medicare contractor within 30 days from receipt. Medicare claims that were either submitted to Medicare prior to the LCD or other coverage commencement date or are not covered but meet the definition of being medically reasonable and necessary pursuant to the controlling Section 1862(a)(1)(A) of the Social Security Act are generally appealed and may ultimately be paid at the first (termed ‘‘redetermination’’), second (termed ‘‘reconsideration’’) or third level of appeal (de novo hearing with an Administrative Law Judge (“ALJ”)). A successful appeal at any of these levels results in payment.

In the absence of LCD coverage, contractually established reimbursements rates or other coverage, we have concluded that our contracts include variable consideration because the amounts paid by Medicare or commercial health insurance carriers may be paid at less than our standard rates or not paid at all, with such differences considered implicit price concessions. Variable consideration attributable to these price concessions is measured at the expected value using the ‘‘most likely amount’’ method under ASC 606. The amounts are determined by historical average collection rates by test type and payor category taking into consideration the range of possible outcomes, the predictive value of our past experiences, the time period of when uncertainties expect to be resolved and the amount of consideration that is susceptible to factors outside of our influence, such as the judgment and actions of third parties. Such variable consideration is included in the transaction price only to the extent it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainties with respect to the amount are resolved. Variable consideration may be constrained and excluded from the transaction price in situations where there is no contractually agreed upon reimbursement coverage or in the absence of a predictable pattern and history of collectability with a payor. Accordingly, in such situations revenues are recognized on the basis of actual cash collections. Variable consideration for Medicare claims that are not covered by an LCD or otherwise, including those claims undergoing appeal, is deemed to be fully constrained due to factors outside our influence (i.e., judgment or actions of third parties) and the uncertainty of the amount to be received is not expected to be resolved for a long period of time. Variable consideration is evaluated each reporting period and adjustments are recorded as increases or decreases in revenues. Included in revenues for the three months ended March 31, 2022 and 2021 were $602,000 and $5,335,000, respectively, of revenue increases associated with changes in estimated variable consideration related to performance obligations satisfied in previous periods. These amounts include (i) adjustments for actual collections versus estimated amounts and (ii) cash collections and the related recognition of revenue in current period for tests delivered in prior periods due to the release of the constraint on variable consideration.

Because our contracts with customers have an expected duration of one year or less, we have elected the practical expedient in ASC 606 to not disclose information about our remaining performance obligations. Any incremental costs to obtain contracts are recorded as selling, general and administrative expense as incurred due to the short duration of our contracts. Contract balances consisted solely of accounts receivable (both current and noncurrent) at March 31, 2022 and December 31, 2021.

DecisionDx-Melanoma Claims Consolidation

In June 2017, we submitted to the Office of Medicare Hearings and Appeals (‘‘OMHA’’) a formal request to participate in a program that OMHA developed with the intent of providing appellants a means to have large volumes of claim disputes adjudicated at an accelerated rate. The program consolidates outstanding claims at the ALJ level and uses a statistical-sampling approach where five ALJs will determine reimbursement results for a sample of claims which are then extrapolated to the universe of claims. The consolidation includes 2,698 DecisionDx-Melanoma claims dating from 2013 through spring 2017. Hearings were held in April 2019 with a supplemental hearing in May 2019. On March 12, 2020, OMHA issued a decision denying payment on all claims in the consolidation. We have filed an appeal to the decision, although no ruling on such appeal has been issued to date. In accordance with ASC 606 and consistent with prior periods, we have not recognized (fully constrained the variable consideration) any revenues attributable to these claims in our consolidated financial statements pending the outcome of this matter.

Disaggregation of Revenues

The table below provides the disaggregation of revenue by type (in thousands):

	Three Months Ended March 31,
	2022		2021
Dermatologic	$	24,339	$	20,910
Other	2,513		1,903
Total net revenues	$	26,852	$	22,813

Payor Concentration

We rely upon reimbursements from third-party government payors (primarily Medicare) and private-payor insurance companies to collect accounts receivable related to sales of our diagnostic tests.

Our significant third-party payors and their related revenues as a percentage of total revenues and accounts receivable balances are as follows:

	Percentage of Revenues
	Three Months Ended March 31,				Percentage of  Accounts Receivable  (current)				Percentage of  Accounts Receivable  (non-current)
	2022		2021		March 31, 2022		December 31, 2021		March 31, 2022		December 31, 2021
Medicare	53	%	57	%	27	%	24	%	—	%	—	%
Medicare Advantage plans	33	%	24	%	40	%	40	%	—	%	—	%
BlueCross BlueShield plans	7	%	6	%	19	%	22	%	59	%	58	%

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Loss Per Share

3 Months Ended

Mar. 31, 2022

Earnings Per Share [Abstract]

Loss Per Share

Loss Per Share Basic loss per share is computed by dividing net loss for the period by the weighted-average number of common shares outstanding during the period. Diluted loss per share reflects the additional dilution from potential issuances of common stock, such as stock issuable pursuant to the exercise of stock options or purchases under the 2019 Employee Stock Purchase Plan (“ESPP”). The treasury stock method is used to calculate the potential dilutive effect of these common stock equivalents. However, potentially dilutive shares are excluded from the computation of diluted loss per share when their effect is antidilutive. Due to us reporting a net loss for all periods presented, all potentially dilutive securities are antidilutive and are excluded from the computation of diluted loss per share for such periods.

The table below provides the weighted-average number of potential common shares associated with outstanding securities not included in our calculation of diluted loss earnings per share for the three months ended March 31, 2022 and 2021 because to do so would be antidilutive (in thousands):

	Three Months Ended March 31,
	2022	2021
Stock options and restricted stock units (“RSUs”)	4,681	3,464
Employee stock purchase plan	91	76
Total	4,772	3,540

In addition, in connection with the acquisition of Cernostics, we may issue shares of our common stock to satisfy the contingent consideration obligation, pending the outcome of certain commercial milestones, as discussed in Note 9.

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Property and Equipment, Net

3 Months Ended

Mar. 31, 2022

Property, Plant and Equipment [Abstract]

Property and Equipment, Net

Property and Equipment, Net

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

	March 31, 2022		December 31, 2021
Leasehold improvements	$	4,930	$	5,044
Lab equipment(1)	3,774		3,727
Computer equipment	2,659		2,457
Furniture and fixtures	1,263		1,288
Construction in progress	48		27
Total	12,674		12,543
Less accumulated depreciation(1)	(3,289)		(3,042)
Property and equipment, net	$	9,385	$	9,501

(1)    Includes lab equipment under a finance lease of $237 thousand and accumulated depreciation of $34 thousand.

Depreciation expense was recorded in the unaudited condensed consolidated statements of operations and comprehensive loss as follows (in thousands):

	Three Months Ended March 31,
	2022		2021
Cost of sales (exclusive of amortization of acquired intangible assets)	$	169	$	102
Research and development	90		44
Selling, general and administrative	244		87
Total	$	503	$	233

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Intangible Asset, Net

3 Months Ended

Mar. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Asset, Net

Intangible Assets, Net

Our intangible assets, net consists of the following (in thousands):

	March 31, 2022
	Gross carrying value		Accumulated amortization		Net		Weighted-Average Remaining Life (in years)
Developed technology	$	90,318	$	(3,569)	$	86,749	12.9
Assembled workforce	563		(37)		526		4.7
Total intangible assets, net	$	90,881	$	(3,606)	$	87,275

	December 31, 2021
	Gross carrying value		Accumulated amortization		Net		Weighted-Average Remaining Life (in years)
Developed technology	$	90,317	$	(1,949)	$	88,368	13.2
Assembled workforce	563		(9)		554		4.9
Total intangible assets, net	$	90,880	$	(1,958)	$	88,922

The estimated future aggregate amortization expense as of March 31, 2022 is as follows (in thousands):

Years Ending December 31,
2022 (remainder of year)	$	5,034
2023	6,681
2024	6,700
2025	6,681
2026	6,672
Thereafter	55,507
Total	$	87,275

Amortization expense of intangible assets was $1.6 million for the three months ended March 31, 2022. No amortization expense was recorded for the three months ended March 31, 2021.

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Other Accrued and Current Liabilities

3 Months Ended

Mar. 31, 2022

Payables and Accruals [Abstract]

Other Accrued and Current Liabilities

Other Accrued and Current Liabilities

Other accrued liabilities consisted of the following (in thousands):

	March 31, 2022		December 31, 2021
Accrued service fees	$	2,589	$	1,905
Clinical studies	2,173		1,655
Payroll tax liabilities	260		695
Employee stock purchase plan contributions	201		760
Other	370		663
Total	$	5,593	$	5,678

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Leases

3 Months Ended

Mar. 31, 2022

Leases [Abstract]

Leases

Leases

Adoption of ASC 842

In the fourth quarter of 2021, we adopted Accounting Standards Update No. 2016-02, Leases (Topic 842), and Accounting Standards Codification Topic 842, Leases (“ASC 842”) using the modified retrospective approach with an effective date of January 1, 2021. The adoption had no effect on the condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2021. Net cash (used in) provided by operating activities, investing activities or financing activities for the three months ended March 31, 2021 were also unchanged, but the presentation of certain prior period amounts within the operating activities section of the condensed consolidated statements of cash flows has been retrospectively adjusted to give effect to the adoption of ASC 842. The changes are set forth in the table below (in thousands):

	Three Months Ended March 31, 2021
	Before Adoption of ASC 842		Effect of Adoption		After Adoption of ASC 842
Effect on Condensed Consolidated Statements of Cash Flows
OPERATING ACTIVITIES
Adjustments to reconcile net loss to net cash used in operating activities:
Operating lease assets	$	—	$	231	$	231
Operating lease liabilities	$	—	$	(295)	$	(295)
Other liabilities	$	(64)	$	64	$	—

Additionally, the condensed consolidated statement of stockholders’ equity for the three months ended March 31, 2021 has been retrospectively adjusted to reflect a credit to accumulated deficit of $21,000 in connection with the adoption of ASC 842 effective January 1, 2021.

Lease Amendment

On March 11, 2022, we amended one of our operating leases to expand rentable space in Phoenix, Arizona. We intend to use the additional space for general office and laboratory use. The term of the amended lease will begin upon the completion of certain leasehold improvements by the Phoenix landlord (the “Phoenix Commencement Date”) and continue for an initial term of 10.3 years from the Phoenix Commencement Date. Total undiscounted future minimum payment obligations as of March 31, 2022 associated with the lease amendment totaled approximately $1.4 million. As of March 31, 2022, we have not recorded the lease amendment on our condensed consolidated balance sheet because we do not have possession or control of the underlying asset.

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Fair Value Measurements

3 Months Ended

Mar. 31, 2022

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value Measurements

The table below provides information, by level within the fair value hierarchy, of our financial assets and financial liabilities that are accounted for at fair value on a recurring basis as of March 31, 2022 and December 31, 2021 (in thousands):

	As of March 31, 2022
	Quoted Prices in Active Markets for Identical Items (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Assets:
Money market funds(1)	$	306,926	$	—	$	—	$	306,926
Liabilities
Contingent consideration	$	—	$	—	$	20,849	$	20,849

	As of December 31, 2021
	Quoted Prices in Active Markets for Identical Items (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Assets:
Money market funds(1)	$	327,721	$	—	$	—	$	327,721
Liabilities
Contingent consideration	$	—	$	—	$	18,287	$	18,287

(1)Classified as “Cash and cash equivalents” in the condensed consolidated balance sheets.

Contingent Consideration

In connection with our acquisition of Cernostics, we have recorded a contingent consideration liability for the additional consideration of up to $50.0 million that may become payable based on the achievement of certain commercial milestones relating to the year ending December 31, 2022 (“Earnout Payments”). The Earnout Payments may be settled in cash or shares of our common stock, at our sole discretion. The portion of any Earnout Payments that may be settled in shares of our common stock is subject to certain limitations and the aggregate number of shares that may be issued for the Earnout Payments may not exceed 5,034,653 shares. Any Earnout Payments in shares of our common stock will be based on the volume weighted-average price of our common stock for the 15 trading days ending December 30, 2022. If the settlement were to occur as of March 31, 2022, we would make no Earnout Payments based on the achievement of the performance conditions to date.

The contingent consideration is classified as a Level 3 fair value measurement due to the use of significant unobservable inputs and a Monte Carlo simulation to determine its fair value. The Monte Carlo simulation uses projections of the commercial milestones for the applicable period as well as the corresponding targets and approximate timing of payment based on the terms of the arrangement. The analysis also uses assumptions for expected volatility of the financial metrics and a risk-adjusted discount rate, which were 25.0% and 16.2%, respectively, as of March 31, 2022, and 20.0% and 16.1%, respectively, as of December 31, 2021. The contingent consideration liability is remeasured at fair value at each reporting period taking into account any updated assumptions or changes in circumstances. Any change in the fair value is recorded as a gain or loss in our condensed consolidated statement of operations and comprehensive loss.

The following table discloses the summary of changes in the contingent consideration liability measured at fair value using Level 3 inputs as of March 31, 2022 (in thousands):

Balance, December 31, 2021	$	18,287
Change in fair value	2,562
Balance, March 31, 2022	$	20,849

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Commitments and Contingencies	3 Months Ended
	Mar. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies From time to time, we may be involved in legal proceedings arising in the ordinary course of business. We believe there is no threatened litigation or litigation pending that could have, individually or in the aggregate, a material adverse effect on our financial position, results of operations or cash flows.

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Stock Incentive Plans and Stock-Based Compensation

3 Months Ended

Mar. 31, 2022

Share-based Payment Arrangement [Abstract]

Stock Incentive Plans and Stock-Based Compensation

Stock Incentive Plans and Stock-Based Compensation

Stock Incentive Plans

Effective January 1, 2022, an additional 1,268,926 shares became available under our 2019 Equity Incentive Plan (the “2019 Plan”) pursuant to an automatic annual increase. As of March 31, 2022, 1,213,698 shares remained available for grant under the 2019 Plan.

Stock Options

Stock option activity under our stock plans for the three months ended March 31, 2022 is set forth below:

		Weighted-Average
	Stock Options Outstanding	Exercise Price		Remaining Contractual Term (Years)	Aggregate Intrinsic Value (in thousands)
Balance as of December 31, 2021	3,586,688	$	34.75
Granted	27,605	$	36.69
Exercised	(62,102)	$	6.42
Forfeited/Cancelled	(58,143)	$	40.28
Balance as of March 31, 2022	3,494,048	$	35.17	8.1	$	48,222
Exercisable at March 31, 2022	1,457,846	$	25.22	7.4	$	31,983

Restricted Stock Units

The following table summarizes our RSU activity for the three months ended March 31, 2022:

	Restricted Stock Units Outstanding	Weighted-Average Grant Date Fair Value
Balance as of December 31, 2021	1,050,174	$	44.31
Granted	150,845	$	37.43
Vested	(3,767)	$	75.37
Forfeited/Cancelled	(17,037)	$	48.06
Balance as of March 31, 2022	1,180,215	$	43.28

Employee Stock Purchase Plan

The ESPP provides for certain automatic increases in the number of shares of common stock reserved for issuance, which resulted in an additional 253,785 shares becoming available under the ESPP effective January 1, 2022. During the three months ended March 31, 2022, we issued 42,332 of common stock pursuant to scheduled purchases under the ESPP. As of March 31, 2022, 850,919 shares remained available for issuance under the ESPP.

Determining Fair Value - Summary of Assumptions

We use the Black-Scholes option pricing model to estimate the fair value of each option grant on the date of grant or any other measurement date. The following table sets forth the assumptions used to determine the fair value of stock options:

	Three Months Ended March 31,
	2022	2021
Average expected term (years)	6.1	6
Expected stock price volatility	68.34% - 68.44%	59.87% - 67.68%
Risk-free interest rate	1.63% - 1.64%	0.43% - 1.71%
Dividend yield	—%	—%

The following table sets forth assumptions used to determine the fair value of the purchase rights issued under the ESPP:

	Three Months Ended March 31,
	2022	2021
Average expected term (years)	1.3	1.3
Expected stock price volatility	62.98% - 66.75%	68.43% - 86.50%
Risk-free interest rate	0.60% - 1.30%	0.07% - 0.13%
Dividend yield	—%	—%

The fair value of our common stock is also an assumption used to determine the fair value of stock options and purchase rights under the ESPP. The fair value of our common stock is the closing selling price per share of as reported on the Nasdaq Global Market on the date of grant or other relevant determination date.

Previously, because of the limited period of time our stock had been traded in an active market, we calculated expected volatility by using the historical stock prices of a group of similar companies looking back over the estimated life of the option or the ESPP purchase right and averaging the volatilities of these companies. In the third quarter of 2021, we adjusted this calculation to include our own stock price on a relative basis to the peer group in the calculation of expected volatility, as our common stock has now been traded in an active market for more than two years.

We use the closing price of our common stock on the date of grant to determine the fair value of RSUs.

Stock-Based Compensation Expense

Stock-based compensation expense related to stock options, RSUs and the ESPP is included in the statements of operations and comprehensive loss as follows (in thousands):

	Three Months Ended March 31,
	2022		2021
Cost of sales (exclusive of amortization of acquired intangible assets)	$	853	$	510
Research and development	1,828		1,058
Selling, general and administrative	5,738		3,345
Total stock-based compensation expense	$	8,419	$	4,913

For the three months ended March 31, 2022 and 2021, the weighted-average grant date fair value of options granted was $22.76 and $44.83 per option, respectively, and the weighted-average grant date fair value of the purchase rights granted under the ESPP was $19.91 and $39.26 per share, respectively. As of March 31, 2022, the total unrecognized compensation cost related to outstanding awards was $97,147,000, which is expected to be recognized on a straight-line basis over a weighted-average period of 3.1 years. The total unrecognized compensation cost will be adjusted for forfeitures in future periods as they occur.

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Subsequent Event	3 Months Ended
	Mar. 31, 2022
Subsequent Events [Abstract]
Subsequent Event	Subsequent EventsOn April 1, 2022, we entered into a lease agreement (the “Pittsburgh Lease”) for the lease of certain office space in Pittsburgh, Pennsylvania. We intend to use such space for general office and laboratory use. The term of the Pittsburgh Lease will begin upon the completion of certain leasehold improvements by the Pittsburgh landlord (the “Pittsburgh Commencement Date”) and continue for an initial period of 10.5 years from the Pittsburgh Commencement Date. During the first six months of the lease term, we are required to remit base rent of $37,800 for the period. Beginning with month seven, the base rent will be $0.6 million per year with annual increases ultimately to $1.5 million per year. The Pittsburgh Lease provides us with an option to extend the term of the Pittsburgh Lease for one additional five-year period. If we elect to extend the term of the Pittsburgh Lease, then the base rent for the additional five-year period will be the then-fair market rent of the leased premises, subject to a specified minimum amount. The Pittsburgh Landlord has agreed to contribute up to $2.5 million towards the cost of the leasehold improvements and we shall be responsible for any costs exceeding this amount. The Pittsburgh Lease also provides us a one-time option that would terminate the lease effective at the end of the 90th month following the Commencement Date, subject to certain conditions. If exercised, we would pay an early termination fee of $2.3 million, subject to adjustment in the event the Pittsburgh Lease is amended to adjust the base rent. The Pittsburgh Lease also provides us a right of first refusal with respect to the lease of certain additional space in the same building. On April 26, 2022, we completed the acquisition of AltheaDx. AltheaDx is a commercial-stage molecular diagnostics company specializing in the field of pharmacogenomics (“PGx”) testing services that are focused on mental health. IDgenetix is its PGx test for depression, anxiety and other mental health conditions. Under the terms of the definitive agreement dated April 4, 2022 (the “Merger Agreement”), AltheaDx became a wholly owned subsidiary of Castle and we paid $65.0 million in initial consideration to AltheaDx security holders, which consisted of approximately $32.5 million in cash, subject to adjustments for cash, debt, transaction expenses and working capital and approximately $32.5 million in common stock of ours. We issued 763,887 shares of our common stock at closing, based on a price per share equal to the volume-weighted-average price of our common stock for the 20 trading days immediately preceding the date of the merger agreement governing the acquisition. Further, up to an additional $75.0 million in cash and common stock may become payable in connection with the achievement of certain milestones based on 2022, 2023 and 2024 performance and expanded Medicare coverage for the IDgenetix test. Upon achievement of each relevant milestone event, each milestone will be paid 50% in cash and 50% in shares of our common stock based on a price per share equal to the volume-weighted-average price of our common stock for the 20 trading days as of the applicable milestone determination date. The maximum number of shares of our common stock issuable to AltheaDx security holders may not exceed 1,271,718 shares, and therefore, a maximum of 507,831 additional shares of our common stock remain issuable with respect to the milestone payments. In the event a number of shares in excess of the 1,271,718 limit would otherwise be issuable as consideration in the Merger, each AltheaDx security holder will receive a pro rata reduction of their portion of the milestone stock consideration and a corresponding increase in their portion of the milestone cash consideration. Our entry into the Merger Agreement was approved by our board of directors based upon the unanimous recommendation of a special transaction committee comprised solely of independent and disinterested directors. Derek J. Maetzold, our President and Chief Executive Officer, and a member of our board of directors, and Daniel M. Bradbury, the chairperson of our board of directors, each served on the board of directors of AltheaDx. Further, each of the following individuals was a direct or indirect beneficial owner of AltheaDx securities and received consideration in the transaction: Mr. Bradbury; Mr. Maetzold; Thomas Sullivan, John Maetzold and Peter Maetzold, immediate family members of Mr. Maetzold; Frank Stokes, the Company’s Chief Financial Officer; Tobin Juvenal, our Chief Commercial Officer; Kristen Oelschlager, our Chief Operating Officer; and Joshua Albers and Allysa Topel, immediate family members of Ms. Oelschlager.

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Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2022
Accounting Policies [Abstract]
Basis of Presentation	Our unaudited condensed consolidated financial statements include the accounts of Castle Biosciences, Inc. and our wholly owned subsidiaries and have been prepared in conformity with accounting principles generally accepted in the United States of America (‘‘U.S. GAAP’’).
Consolidation	All intercompany accounts and transactions have been eliminated in consolidation
Reclassification	Certain prior year amounts in our condensed consolidated statements of operations and comprehensive loss have been reclassified to conform to the current year presentation. Specifically, we no longer present gross margin on our statements of operations and comprehensive loss and therefore the cost of sales line is now presented within the operating expenses section of the condensed consolidated statements of operations and comprehensive loss. This reclassification had no impact on operating loss, loss before income taxes, net loss, comprehensive loss or loss per share.
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 and disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates include revenue recognition, the valuation of stock-based compensation, assessing future tax exposure and the realization of deferred tax assets, the useful lives and recoverability of long-lived assets, the valuation of acquired intangible assets, the valuation of contingent consideration and other contingent liabilities. We base these estimates on historical and anticipated results, trends, and various other assumptions that we believe are reasonable under the circumstances, including assumptions as to future events. These estimates form the basis for making judgments about the carrying values of assets and liabilities and recorded revenues and expenses that are not readily apparent from other sources. Actual results could differ from those estimates and assumptions. We have considered the potential impact of the COVID-19 pandemic on our estimates and assumptions. The extent to which the COVID-19 pandemic may impact our estimates in future periods is uncertain and subject to change.
Cash and Cash Equivalents	Cash equivalents consist of short-term, highly liquid investments with original maturities of three months or less. Our cash equivalents consist of money market funds, which are not insured by the Federal Deposit Insurance Corporation (“FDIC”), that are primarily invested in short-term U.S. government obligations.
Concentration of Credit Risk	Cash deposits at financial institutions may exceed the amount of insurance provided by the FDIC. Management believes that we are not exposed to significant credit risk on our cash deposits due to the financial position of the institutions in which deposits are held. We have not experienced any losses on our cash or cash equivalents.
Revenue Recognition	Revenue is recognized in accordance with Financial Accounting Standards Board (‘‘FASB’’) Accounting Standards Codification (‘‘ASC’’) Topic 606, Revenue from Contracts with Customers (‘‘ASC 606’’). In accordance with ASC 606, we follow a five-step process to recognize revenues: (1) identify the contract with the customer, (2) identify the performance obligations, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations and (5) recognize revenues when the performance obligations are satisfied. We have determined that we have a contract with the patient when the treating clinician orders the test. Our contracts generally contain a single performance obligation, which is the delivery of the test report, and we satisfy our performance obligation at a point in time upon the delivery of the test report to the treating physician, at which point we can bill for the report. The amount of revenue recognized reflects the amount of consideration to which we expect to be entitled, or the transaction price, and considers the effects of variable consideration.
Accounts Receivable	We classify accounts receivable balances that are expected to be paid more than one year from the consolidated balance sheet date as non-current assets. The estimated timing of payment utilized as a basis for classification as non-current is determined by analyses of historical payor-specific payment experience, adjusted for known factors that are expected to change the timing of future payments.
Allowance for Credit Losses	We accrue an allowance for credit losses against our accounts receivable based on management’s current estimate of amounts that will not be collected. Management’s estimates are typically based on historical loss information adjusted for current conditions. We generally do not perform evaluations of customers’ financial condition and generally do not require collateral. Historically, our credit losses have not been significant. The allowance for credit losses was zero as of March 31, 2022, and December 31, 2021. Adjustments for implicit price concessions attributable to variable consideration, as discussed above, are incorporated into the measurement of the accounts receivable balances and are not part of the allowance for credit losses.
Contingent Consideration	Under the terms of business combinations or asset acquisitions, we may be required to pay additional consideration if specified future events occur or if certain conditions are met. With respect to the additional consideration that may be payable in connection with the Cernostics, Inc. (“Cernostics”) asset acquisition, we account for the contingent consideration as a liability in accordance with ASC 480, Distinguishing Liabilities from Equity (“ASC 480”), under the guidance for obligations that must or may be settled by issuance of a variable number of shares. In accordance with ASC 480, we record the contingent consideration initially and subsequently at fair value with changes in fair value recorded in the statements of operations and comprehensive loss each period.
Accrued Compensation	We accrue for liabilities under discretionary employee and executive bonus plans. These estimated compensation liabilities are based on progress against corporate objectives approved by our board of directors, compensation levels of eligible individuals, and target bonus percentage levels. The board of directors reviews and evaluates the performance against these objectives and ultimately determines what discretionary payments are made. We also accrue for liabilities under employee sales incentive bonus plans with accruals based on performance achieved to date compared to established targets. As of March 31, 2022 and December 31, 2021, we accrued $4,380,000 and $12,071,000, respectively, for liabilities associated with these bonus plans. These amounts are classified as current or noncurrent accrued liabilities in the condensed consolidated balance sheets based on the expected timing of payment.
Comprehensive Loss	Comprehensive loss is defined as a change in equity during a period from transactions and other events and circumstances from non-owner sources.

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Revenue - (Tables)

3 Months Ended

Mar. 31, 2022

Revenue from Contract with Customer [Abstract]

Schedules of Disaggregation of Revenue

The table below provides the disaggregation of revenue by type (in thousands):

	Three Months Ended March 31,
	2022		2021
Dermatologic	$	24,339	$	20,910
Other	2,513		1,903
Total net revenues	$	26,852	$	22,813

Schedules of Concentration of Risk, by Risk Factor

Our significant third-party payors and their related revenues as a percentage of total revenues and accounts receivable balances are as follows:

	Percentage of Revenues
	Three Months Ended March 31,				Percentage of  Accounts Receivable  (current)				Percentage of  Accounts Receivable  (non-current)
	2022		2021		March 31, 2022		December 31, 2021		March 31, 2022		December 31, 2021
Medicare	53	%	57	%	27	%	24	%	—	%	—	%
Medicare Advantage plans	33	%	24	%	40	%	40	%	—	%	—	%
BlueCross BlueShield plans	7	%	6	%	19	%	22	%	59	%	58	%

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Loss Per Share (Tables)

3 Months Ended

Mar. 31, 2022

Earnings Per Share [Abstract]

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

The table below provides the weighted-average number of potential common shares associated with outstanding securities not included in our calculation of diluted loss earnings per share for the three months ended March 31, 2022 and 2021 because to do so would be antidilutive (in thousands):

	Three Months Ended March 31,
	2022	2021
Stock options and restricted stock units (“RSUs”)	4,681	3,464
Employee stock purchase plan	91	76
Total	4,772	3,540

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Property and Equipment, Net (Tables)

3 Months Ended

Mar. 31, 2022

Property, Plant and Equipment [Abstract]

Schedule of Property, Plant and Equipment, Net

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

	March 31, 2022		December 31, 2021
Leasehold improvements	$	4,930	$	5,044
Lab equipment(1)	3,774		3,727
Computer equipment	2,659		2,457
Furniture and fixtures	1,263		1,288
Construction in progress	48		27
Total	12,674		12,543
Less accumulated depreciation(1)	(3,289)		(3,042)
Property and equipment, net	$	9,385	$	9,501

(1)    Includes lab equipment under a finance lease of $237 thousand and accumulated depreciation of $34 thousand.

Depreciation expense was recorded in the unaudited condensed consolidated statements of operations and comprehensive loss as follows (in thousands):

	Three Months Ended March 31,
	2022		2021
Cost of sales (exclusive of amortization of acquired intangible assets)	$	169	$	102
Research and development	90		44
Selling, general and administrative	244		87
Total	$	503	$	233

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Intangible Asset, Net (Tables)

3 Months Ended

Mar. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Summary of Finite-Lived Intangible Assets

Our intangible assets, net consists of the following (in thousands):

	March 31, 2022
	Gross carrying value		Accumulated amortization		Net		Weighted-Average Remaining Life (in years)
Developed technology	$	90,318	$	(3,569)	$	86,749	12.9
Assembled workforce	563		(37)		526		4.7
Total intangible assets, net	$	90,881	$	(3,606)	$	87,275

	December 31, 2021
	Gross carrying value		Accumulated amortization		Net		Weighted-Average Remaining Life (in years)
Developed technology	$	90,317	$	(1,949)	$	88,368	13.2
Assembled workforce	563		(9)		554		4.9
Total intangible assets, net	$	90,880	$	(1,958)	$	88,922

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense

The estimated future aggregate amortization expense as of March 31, 2022 is as follows (in thousands):

Years Ending December 31,
2022 (remainder of year)	$	5,034
2023	6,681
2024	6,700
2025	6,681
2026	6,672
Thereafter	55,507
Total	$	87,275

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Other Accrued Liabilities (Tables)

3 Months Ended

Mar. 31, 2022

Payables and Accruals [Abstract]

Schedule of Accrued Liabilities

Other accrued liabilities consisted of the following (in thousands):

	March 31, 2022		December 31, 2021
Accrued service fees	$	2,589	$	1,905
Clinical studies	2,173		1,655
Payroll tax liabilities	260		695
Employee stock purchase plan contributions	201		760
Other	370		663
Total	$	5,593	$	5,678

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Operating Leases (Tables)

3 Months Ended

Mar. 31, 2022

Leases [Abstract]

Adoption of Accounting Standards Update

The changes are set forth in the table below (in thousands):

	Three Months Ended March 31, 2021
	Before Adoption of ASC 842		Effect of Adoption		After Adoption of ASC 842
Effect on Condensed Consolidated Statements of Cash Flows
OPERATING ACTIVITIES
Adjustments to reconcile net loss to net cash used in operating activities:
Operating lease assets	$	—	$	231	$	231
Operating lease liabilities	$	—	$	(295)	$	(295)
Other liabilities	$	(64)	$	64	$	—

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Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2022

Fair Value Disclosures [Abstract]

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

The table below provides information, by level within the fair value hierarchy, of our financial assets and financial liabilities that are accounted for at fair value on a recurring basis as of March 31, 2022 and December 31, 2021 (in thousands):

	As of March 31, 2022
	Quoted Prices in Active Markets for Identical Items (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Assets:
Money market funds(1)	$	306,926	$	—	$	—	$	306,926
Liabilities
Contingent consideration	$	—	$	—	$	20,849	$	20,849

	As of December 31, 2021
	Quoted Prices in Active Markets for Identical Items (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Assets:
Money market funds(1)	$	327,721	$	—	$	—	$	327,721
Liabilities
Contingent consideration	$	—	$	—	$	18,287	$	18,287

(1)Classified as “Cash and cash equivalents” in the condensed consolidated balance sheets.

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

The following table discloses the summary of changes in the contingent consideration liability measured at fair value using Level 3 inputs as of March 31, 2022 (in thousands):

Balance, December 31, 2021	$	18,287
Change in fair value	2,562
Balance, March 31, 2022	$	20,849

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Stock Incentive Plans and Stock-Based Compensation (Tables)

3 Months Ended

Mar. 31, 2022

Share-based Payment Arrangement [Abstract]

Schedule of Share-based Payment Arrangement on Stock Option Activity

Stock option activity under our stock plans for the three months ended March 31, 2022 is set forth below:

		Weighted-Average
	Stock Options Outstanding	Exercise Price		Remaining Contractual Term (Years)	Aggregate Intrinsic Value (in thousands)
Balance as of December 31, 2021	3,586,688	$	34.75
Granted	27,605	$	36.69
Exercised	(62,102)	$	6.42
Forfeited/Cancelled	(58,143)	$	40.28
Balance as of March 31, 2022	3,494,048	$	35.17	8.1	$	48,222
Exercisable at March 31, 2022	1,457,846	$	25.22	7.4	$	31,983

Schedule of Share-based Payment Arrangement on Restricted Stock Units

The following table summarizes our RSU activity for the three months ended March 31, 2022:

	Restricted Stock Units Outstanding	Weighted-Average Grant Date Fair Value
Balance as of December 31, 2021	1,050,174	$	44.31
Granted	150,845	$	37.43
Vested	(3,767)	$	75.37
Forfeited/Cancelled	(17,037)	$	48.06
Balance as of March 31, 2022	1,180,215	$	43.28

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

The following table sets forth the assumptions used to determine the fair value of stock options:

	Three Months Ended March 31,
	2022	2021
Average expected term (years)	6.1	6
Expected stock price volatility	68.34% - 68.44%	59.87% - 67.68%
Risk-free interest rate	1.63% - 1.64%	0.43% - 1.71%
Dividend yield	—%	—%

Schedule of Share-based Payment Award, ESPP, Valuation Assumptions

The following table sets forth assumptions used to determine the fair value of the purchase rights issued under the ESPP:

	Three Months Ended March 31,
	2022	2021
Average expected term (years)	1.3	1.3
Expected stock price volatility	62.98% - 66.75%	68.43% - 86.50%
Risk-free interest rate	0.60% - 1.30%	0.07% - 0.13%
Dividend yield	—%	—%

Share-based Payment Arrangement, Expensed and Capitalized, Amount

Stock-based compensation expense related to stock options, RSUs and the ESPP is included in the statements of operations and comprehensive loss as follows (in thousands):

	Three Months Ended March 31,
	2022		2021
Cost of sales (exclusive of amortization of acquired intangible assets)	$	853	$	510
Research and development	1,828		1,058
Selling, general and administrative	5,738		3,345
Total stock-based compensation expense	$	8,419	$	4,913

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Summary of Significant Accounting Policies - Narrative (Details) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Allowance for doubtful accounts	$ 0	$ 0
Accrued bonuses	$ 4,380,000	$ 12,071,000

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Revenue - Narrative (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2022 USD ($) claim	Mar. 31, 2021 USD ($)
Revenue from Contract with Customer [Abstract]
Number of days contract with customer is generally paid	30 days
Variable consideration adjustments included in revenue | $	$ 602	$ 5,335
Number of claims in adjudication process | claim	2,698

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Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Disaggregation of Revenue [Line Items]
Total net revenues	$ 26,852	$ 22,813
Dermatologic
Disaggregation of Revenue [Line Items]
Total net revenues	24,339	20,910
Other
Disaggregation of Revenue [Line Items]
Total net revenues	$ 2,513	$ 1,903

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Revenue - Concentration of Risk, by Risk Factor (Details) - Third-Party Payor Concentration Risk	3 Months Ended		12 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Medicare | Percentage of Revenues
Concentration Risk [Line Items]
Concentration risk percentage	53.00%	57.00%
Medicare | Percentage of Accounts Receivable (current)
Concentration Risk [Line Items]
Concentration risk percentage	27.00%		24.00%
Medicare | Percentage of Accounts Receivable (non-current)
Concentration Risk [Line Items]
Concentration risk percentage	0.00%		0.00%
Medicare Advantage plans | Percentage of Revenues
Concentration Risk [Line Items]
Concentration risk percentage	33.00%	24.00%
Medicare Advantage plans | Percentage of Accounts Receivable (current)
Concentration Risk [Line Items]
Concentration risk percentage	40.00%		40.00%
Medicare Advantage plans | Percentage of Accounts Receivable (non-current)
Concentration Risk [Line Items]
Concentration risk percentage	0.00%		0.00%
BlueCross BlueShield plans | Percentage of Revenues
Concentration Risk [Line Items]
Concentration risk percentage	7.00%	6.00%
BlueCross BlueShield plans | Percentage of Accounts Receivable (current)
Concentration Risk [Line Items]
Concentration risk percentage	19.00%		22.00%
BlueCross BlueShield plans | Percentage of Accounts Receivable (non-current)
Concentration Risk [Line Items]
Concentration risk percentage	59.00%		58.00%

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Loss Per Share - Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares shares in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount (in shares)	4,772	3,540
Stock options and restricted stock units (“RSUs”)
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount (in shares)	4,681	3,464
Employee stock purchase plan
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount (in shares)	91	76

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Property and Equipment, Net - Property and Equipment (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Total	$ 12,674	$ 12,543
Less accumulated depreciation	(3,289)	(3,042)
Property and equipment, net	9,385	9,501
Leasehold improvements
Property, Plant and Equipment [Line Items]
Total	4,930	5,044
Lab equipment
Property, Plant and Equipment [Line Items]
Total	3,774	3,727
Finance lease, right-of-use asset, before accumulated amortization	237
Finance lease, right-of-use asset, accumulated amortization	34
Computer equipment
Property, Plant and Equipment [Line Items]
Total	2,659	2,457
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Total	1,263	1,288
Construction in progress
Property, Plant and Equipment [Line Items]
Total	$ 48	$ 27

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Property and Equipment, Net - Depreciation Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Property, Plant and Equipment [Line Items]
Depreciation and amortization	$ 503	$ 233
Cost of sales (exclusive of amortization of acquired intangible assets)
Property, Plant and Equipment [Line Items]
Depreciation and amortization	169	102
Research and development
Property, Plant and Equipment [Line Items]
Depreciation and amortization	90	44
Selling, general and administrative
Property, Plant and Equipment [Line Items]
Depreciation and amortization	$ 244	$ 87

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Intangible Asset, Net - Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Gross carrying value	$ 90,881	$ 90,880
Accumulated amortization	(3,606)	(1,958)
Net	87,275	88,922
Developed technology
Finite-Lived Intangible Assets [Line Items]
Gross carrying value	90,318	90,317
Accumulated amortization	(3,569)	(1,949)
Net	$ 86,749	$ 88,368
Weighted-Average Remaining Life (in years)	12 years 10 months 24 days	13 years 2 months 12 days
Assembled workforce
Finite-Lived Intangible Assets [Line Items]
Gross carrying value	$ 563	$ 563
Accumulated amortization	(37)	(9)
Net	$ 526	$ 554
Weighted-Average Remaining Life (in years)	4 years 8 months 12 days	4 years 10 months 24 days

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Intangible Asset - Finite-Lived Intangible Assets, Future Amortization Expense (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
2022 (remainder of year)	$ 5,034
2023	6,681
2024	6,700
2025	6,681
2026	6,672
Thereafter	55,507
Net	$ 87,275	$ 88,922

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Intangible Asset, Net - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization of acquired intangible assets	$ 1,648	$ 0

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Other Accrued and Current Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Payables and Accruals [Abstract]
Accrued service fees	$ 2,589	$ 1,905
Clinical studies	2,173	1,655
Payroll tax liabilities	260	695
Employee stock purchase plan contributions	201	760
Other	370	663
Total	$ 5,593	$ 5,678

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Leases - Assets And Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021	Mar. 31, 2021
Operating Leased Assets [Line Items]
Operating lease assets	$ 7,219	$ 7,383	$ 0
Operating lease liabilities			0
Other liabilities			(64)
Effect of Adoption | Effect of Adoption
Operating Leased Assets [Line Items]
Operating lease assets			231
Operating lease liabilities			(295)
Other liabilities			64
After Adoption of ASC 842
Operating Leased Assets [Line Items]
Operating lease assets			231
Operating lease liabilities			(295)
Other liabilities			$ 0

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Leases - Narrative (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Mar. 11, 2022	Dec. 31, 2021	Jan. 01, 2021
Lessee, Lease, Description [Line Items]
Retained earnings (accumulated deficit)	$ (118,390)		$ (93,767)
Term of contract		10 years 3 months 18 days
Lessee, operating lease, lease not yet commenced, amount	$ 1,400
Effect of Adoption | Effect of Adoption
Lessee, Lease, Description [Line Items]
Retained earnings (accumulated deficit)				$ 21

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Fair Value Measurements - Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Money market funds	$ 306,926	$ 327,721
Contingent consideration	20,849	18,287
Quoted Prices in Active Markets for Identical Items (Level 1)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Money market funds	306,926	327,721
Contingent consideration	0	0
Significant Other Observable Inputs (Level 2)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Money market funds	0	0
Contingent consideration	0	0
Significant Unobservable Inputs (Level 3)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Money market funds	0	0
Contingent consideration	$ 20,849	$ 18,287

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Fair Value Measurements - Narrative (Details) $ in Millions	3 Months Ended	12 Months Ended
	Mar. 31, 2022 USD ($) day shares	Dec. 31, 2021
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Additional consideration payable based on achievement of certain commercial milestones | $	$ 50.0
Maximum number of shares payable in earnout payment (in shares) | shares	5,034,653
Number of trading days to determine volume weighted-average price of common stock | day	15
Valuation, Income Approach | Expected stock price volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Asset acquisition, contingent consideration, liability, measurement input	25.00%	20.00%
Valuation, Income Approach | Measurement Input, Discount Rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Asset acquisition, contingent consideration, liability, measurement input	16.20%	16.10%

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Fair Value Measurements - Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2022 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	$ 18,287
Change in fair value	2,562
Ending balance	$ 20,849

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Stock Incentive Plans and Stock-Based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended
	Jan. 01, 2022	Mar. 31, 2022	Mar. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized compensation costs		$ 97,147
Unrecognized compensation expense, period for recognition		3 years 1 month 6 days
Employee stock purchase plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares issued during period (in shares)		42,332
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options granted, weighted average grant date fair value (in dollars per share)		$ 22.76	$ 44.83
2019 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Increase in number of shares authorized for issuance (in shares)	1,268,926
Number of shares available for issuance (in shares)		1,213,698
Employee stock purchase plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options granted, weighted average grant date fair value (in dollars per share)		$ 19.91	$ 39.26
Employee stock purchase plan | Employee stock purchase plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Increase in number of shares authorized for issuance (in shares)	253,785
Number of shares available for issuance (in shares)		850,919

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Stock Incentive Plans and Stock-Based Compensation - Activity Under Stock Incentive Plan (Details) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2022 USD ($) $ / shares shares
Stock Options Outstanding
Beginning balance (in shares) | shares	3,586,688
Granted (in shares) | shares	27,605
Exercised (in shares) | shares	(62,102)
Forfeited/Cancelled (in shares) | shares	(58,143)
Ending balance (in shares) | shares	3,494,048
Options exercisable, number of options (in shares) | shares	1,457,846
Exercise Price
Beginning balance (in dollars per share) | $ / shares	$ 34.75
Granted (in dollars per share) | $ / shares	36.69
Exercised (in dollars per share) | $ / shares	6.42
Forfeited/Cancelled (in dollars per share) | $ / shares	40.28
Ending balance (in dollars per share) | $ / shares	35.17
Options exercisable, weighted average exercise price (in dollars per share) | $ / shares	$ 25.22
Stock Option Activity, Additional Disclosures
Options outstanding, weighted average remaining contractual term	8 years 1 month 6 days
Options exercisable, weighted average remaining contractual term	7 years 4 months 24 days
Options outstanding, aggregate intrinsic value | $	$ 48,222
Options exercisable, aggregate intrinsic value | $	$ 31,983

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Stock Incentive Plans and Stock-Based Compensation - Restricted Stock Units Activity (Details) - Restricted Stock Units (RSUs)	3 Months Ended
	Mar. 31, 2022 $ / shares shares
Restricted Stock Units Outstanding
Beginning Balance (in shares) | shares	1,050,174
Granted (in shares) | shares	150,845
Vested (in shares) | shares	(3,767)
Forfeited/Cancelled (in shares) | shares	(17,037)
Ending Balance (in shares) | shares	1,180,215
Weighted-Average Grant Date Fair Value
Weighted average grant date fair value at beginning balance (in dollars per share) | $ / shares	$ 44.31
Granted (in dollars per share) | $ / shares	37.43
Vested (in dollars per share) | $ / shares	75.37
Forfeited / Cancelled (in dollars per share) | $ / shares	48.06
Weighted average grant date fair value at ending balance (in dollars per share) | $ / shares	$ 43.28

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Stock Incentive Plans and Stock-Based Compensation - Assumptions Used in Fair Value of Stock Options and ESPP (Details)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Employee stock purchase plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Average expected term (years)	1 year 3 months 18 days	1 year 3 months 18 days
Expected stock price volatility, minimum	62.98%	68.43%
Expected stock price volatility, maximum	66.75%	86.50%
Risk-free interest rate, minimum	0.60%	0.07%
Risk-free interest rate, maximum	1.30%	0.13%
Dividend yield	0.00%	0.00%
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Average expected term (years)	6 years 1 month 6 days	6 years
Expected stock price volatility, minimum	68.34%	59.87%
Expected stock price volatility, maximum	68.44%	67.68%
Risk-free interest rate, minimum	1.63%	0.43%
Risk-free interest rate, maximum	1.64%	1.71%
Dividend yield	0.00%	0.00%

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Stock Incentive Plans and Stock-Based Compensation - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	$ 8,419	$ 4,913
Cost of sales (exclusive of amortization of acquired intangible assets)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	853	510
Research and development
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	1,828	1,058
Selling, general and administrative
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total stock-based compensation expense	$ 5,738	$ 3,345

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Subsequent Event - Narrative (Details) - Subsequent Event	Apr. 26, 2022 USD ($) tradingDay shares	Apr. 01, 2022 USD ($) renewal_option
AltheaDx, Inc
Subsequent Event [Line Items]
Asset acquisition, consideration transferred	$ 65,000,000
Payments to acquire productive assets	32,500,000
Asset acquisition, contingent consideration range of outcomes, value, high	$ 75,000,000
Asset acquisition, percentage of contingent consideration paid in cash	50.00%
Asset acquisition, percentage of contingent consideration paid in common stock	50.00%
Pittsburgh Lease
Subsequent Event [Line Items]
Term of contract		10 years 6 months
Operating lease, maximum base rent		$ 1,500,000
Lessee, operating lease, number of options to renew | renewal_option		1
Renewal term		5 years
Leasehold improvements to be contributed by landlord		$ 2,500,000
Number of months to terminate lease after commencement		90 months
Early termination fee		$ 2,300,000
Pittsburgh Lease, First Six Months
Subsequent Event [Line Items]
Operating lease, base rent		37,800
Pittsburgh Lease, After First Six Months
Subsequent Event [Line Items]
Operating lease, base rent		$ 600,000
Common Stock | AltheaDx, Inc
Subsequent Event [Line Items]
Asset acquisition, consideration transferred, equity interest issued and issuable	$ 32,500,000
Asset acquisition, Number of shares issued (in shares) | shares	763,887
Common stock, share price, volume-weighted average price, number of trading days | tradingDay	20
Asset acquisition, consideration transferred, maximum number of shares authorized to be issued (in shares) | shares	1,271,718
Asset acquisition, consideration transferred, number of remaining shares authorized to be issued (in shares) | shares	507,831