|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
|
(State or other jurisdiction of incorporation or organization)
|
|
(IRS Employer Identification No.)
|
|
||
|
|
|
(Address of principal executive offices)
|
(Zip Code)
|
Title of each class
|
Trading Symbols(s)
|
Name of each exchange on which registered
|
||
|
|
|
||
|
|
|
Large accelerated filer
|
☐
|
Accelerated filer
|
☐
|
|
☒
|
Smaller reporting company
|
|
Emerging growth company
|
|
Page
|
||
3
|
||
Part I
|
4
|
|
Item 1.
|
4
|
|
4
|
||
5
|
||
6
|
||
7
|
||
8
|
||
Item 2.
|
19 | |
Item 3.
|
26 | |
Item 4.
|
26 | |
Part II
|
28
|
|
Item 1.
|
28
|
|
Item 1A.
|
28
|
|
Item 2.
|
57 | |
Item 3.
|
58 | |
Item 4.
|
58 | |
Item 5.
|
58 | |
Item 6.
|
58 | |
61 |
● |
the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition and our ability to grow and manage growth profitably and retain our key
employees;
|
● |
the ability to maintain the listing of our Class A common stock on The Nasdaq Stock Market LLC (“Nasdaq”);
|
● |
changes in applicable laws or regulations;
|
● |
our ability to raise financing in the future;
|
● |
the success, cost and timing of our product development activities;
|
● |
the commercialization and adoption of our existing products and the success of our new product offerings;
|
● |
the potential attributes and benefits of our products once commercialized;
|
● |
our ability to obtain and maintain regulatory approval for our products, and any related restrictions and limitations of any approved product;
|
● |
our ability to identify, in-license or acquire additional technology;
|
● |
our ability to maintain our existing license agreements and manufacturing arrangements;
|
● |
our ability to compete with other companies currently marketing or engaged in the development of products and services that serve customers engaged in proteomic analysis, many of which have greater financial
and marketing resources than us;
|
● |
the size and growth potential of the markets for our products, and the ability of each to serve those markets once commercialized, either alone or in partnership with others;
|
● |
our estimates regarding expenses, future revenue, capital requirements and needs for additional financing;
|
● |
our financial performance; and
|
● |
the impact of the COVID-19 pandemic on our business.
|
June 30,
2021 |
December 31,
2020 |
|||||||
Assets
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$
|
|
$
|
|
||||
Prepaid expenses and other current assets
|
|
|
||||||
Due from related parties
|
|
|
||||||
Total current assets
|
|
|
||||||
Property and equipment, net
|
|
|
||||||
Other assets - related party
|
|
|
||||||
Total assets
|
$
|
|
$
|
|
||||
Liabilities, convertible preferred stock and stockholders' equity (deficit)
|
||||||||
Current liabilities:
|
||||||||
Accounts payable
|
$
|
|
$
|
|
||||
Due to related parties
|
|
|
||||||
Accrued expenses and other current liabilities
|
|
|
||||||
Total current liabilities
|
|
|
||||||
Long-term liabilities:
|
||||||||
Warrant liabilities
|
|
|
||||||
Notes payable
|
|
|
||||||
Total liabilities
|
|
|
||||||
Commitments and contingencies (Note 14)
|
||||||||
Convertible preferred stock
|
||||||||
Convertible preferred stock (Series A, B, C, D, and E) $
|
|
|
||||||
Stockholders' equity (deficit)
|
||||||||
Class A Common stock, $
|
|
|
||||||
Class B Common stock, $
|
|
|
||||||
Additional paid-in capital
|
|
|
||||||
Accumulated deficit
|
(
|
)
|
(
|
)
|
||||
Total stockholders' equity (deficit)
|
|
(
|
)
|
|||||
Total Liabilities, convertible preferred stock and stockholders' equity (deficit)
|
$
|
|
$
|
|
Three months ended June 30,
|
Six months ended June 30,
|
|||||||||||||||
2021
|
2020
|
2021
|
2020
|
|||||||||||||
Operating expenses:
|
||||||||||||||||
Research and development
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
General and administrative
|
|
|
|
|
||||||||||||
Sales and marketing
|
|
|
|
|
||||||||||||
Total operating expenses
|
|
|
|
|
||||||||||||
Loss from operations
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||
Interest income
|
|
|
|
|
||||||||||||
Interest expense
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||
Change in fair value of warrant liabilities
|
(
|
)
|
|
(
|
)
|
|
||||||||||
Other income (expense), net
|
|
(
|
)
|
|
|
|||||||||||
Loss before provision for income taxes
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||
Provision for income taxes
|
|
|
|
|
||||||||||||
Net loss and comprehensive loss
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
||||
Net loss per common share attributable to common stockholders, basic and diluted
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
||||
Weighted-average shares used to compute net loss per share attibutable to common stockholders, basic and diluted
|
|
|
|
|
Convertible preferred stock
|
Class A
common stock
|
Class B
common stock
|
Additional
paid-in capital
|
Accumulated
deficit
|
Total stockholders'
equity (deficit)
|
|||||||||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Shares
|
Amount
|
|||||||||||||||||||||||||||||||
Balance - December 31, 2019
|
|
$
|
|
|
$
|
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
|||||||||||||||||||
Net loss
|
-
|
-
|
-
|
|
-
|
|
|
(
|
)
|
(
|
)
|
|||||||||||||||||||||||||
Issuance of Series E convertible preferred stock, net of issuance costs
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
Common stock issued upon exercise of stock options
|
-
|
-
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
Stock-based compensation expense
|
-
|
-
|
-
|
|
-
|
|
|
|
|
|||||||||||||||||||||||||||
Balance - March 31, 2020
|
|
$
|
|
|
$
|
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
|||||||||||||||||||
Net loss
|
-
|
-
|
-
|
|
-
|
|
|
(
|
)
|
(
|
)
|
|||||||||||||||||||||||||
Issuance of Series E convertible preferred stock, net of issuance costs
|
|
(
|
)
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||
Stock-based compensation expense
|
-
|
-
|
-
|
|
-
|
|
|
|
|
|||||||||||||||||||||||||||
Balance - June 30, 2020
|
|
$
|
|
|
$
|
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
Convertible preferred stock
|
Class A
common stock
|
Class B
common stock
|
Additional
paid-in capital
|
Accumulated
deficit
|
Total stockholders'
equity (deficit)
|
|||||||||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Shares
|
Amount
|
|||||||||||||||||||||||||||||||
Balance - December 31, 2020
|
|
$
|
|
|
$
|
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
|||||||||||||||||||
Net loss
|
-
|
-
|
-
|
|
-
|
|
|
(
|
)
|
(
|
)
|
|||||||||||||||||||||||||
Issuance of Series E convertible preferred stock, net of issuance costs
|
|
(
|
)
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||
Common stock issued upon exercise of stock options
|
-
|
-
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
Stock-based compensation expense
|
-
|
-
|
-
|
|
-
|
|
|
|
|
|||||||||||||||||||||||||||
Balance - March 31, 2021
|
|
$
|
|
|
$
|
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
|||||||||||||||||||
Net loss
|
-
|
-
|
-
|
|
-
|
|
|
(
|
)
|
(
|
)
|
|||||||||||||||||||||||||
Common stock issued upon exercise of stock options
|
-
|
-
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
Conversion of the convertible preferred stock into Class A and Class B common stock
|
(
|
)
|
(
|
)
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
Net equity infusion from the Business Combination
|
-
|
-
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
Stock-based compensation expense
|
-
|
-
|
-
|
|
-
|
|
|
|
|
|||||||||||||||||||||||||||
Balance - June 30, 2021
|
|
$
|
|
|
$
|
|
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
Six months ended June 30,
|
||||||||
2021
|
2020
|
|||||||
Cash flows from operating activities:
|
||||||||
Net loss
|
$
|
(
|
)
|
$
|
(
|
)
|
||
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||
Depreciation and amortization
|
|
|
||||||
Loss on disposal of fixed assets
|
|
|
||||||
Change in fair value of warrant liabilities
|
|
|
||||||
Stock-based compensation expense
|
|
|
||||||
Changes in operating assets and liabilities:
|
||||||||
Prepaid expenses and other current assets
|
(
|
)
|
(
|
)
|
||||
Due from related parties
|
|
(
|
)
|
|||||
Other assets - related party
|
|
|
||||||
Accounts payable
|
|
|
||||||
Due to related parties
|
|
(
|
)
|
|||||
Accrued expenses and other current liabilities
|
|
(
|
)
|
|||||
Net cash used in operating activities
|
$
|
(
|
)
|
$
|
(
|
)
|
||
Cash flows from investing activities:
|
||||||||
Purchases of property and equipment
|
(
|
)
|
(
|
)
|
||||
Net cash used in investing activities
|
$
|
(
|
)
|
$
|
(
|
)
|
||
Cash flows from financing activities:
|
||||||||
Proceeds from exercise of stock options
|
|
|
||||||
Proceeds from issuance of Series E convertible preferred stock
|
|
|
||||||
Net proceeds from equity infusion from the Business Combination
|
|
|
||||||
Proceeds from issuance of notes payable
|
|
|
||||||
Payment of notes payable
|
(
|
)
|
|
|||||
Stock issuance costs for Series E convertible preferred stock
|
(
|
)
|
(
|
)
|
||||
Principal payments under capital lease obligations
|
(
|
)
|
(
|
)
|
||||
Net cash provided by financing activities
|
$
|
|
$
|
|
||||
Net increase (decrease) in cash and cash equivalents
|
|
(
|
)
|
|||||
Cash and cash equivalents at beginning of period
|
|
|
||||||
Cash and cash equivalents at end of period
|
$
|
|
$
|
|
||||
Supplemental disclosure of cash flow information:
|
||||||||
Cash received from exchange of research and development tax credits
|
$
|
|
$
|
|
||||
Supplemental disclosure of noncash information:
|
||||||||
Noncash acquisition of property and equipment
|
$
|
|
$
|
|
||||
Forgiveness of related party promissory notes
|
$
|
|
$
|
|
||||
Noncash equity related transaction costs from the Business Combination
|
$
|
|
$
|
|
||||
Noncash equity related warrants from the Business Combination
|
$ | $ |
||||||
Conversion of the convertible preferred stock into Class A and Class B common stock
|
$ | $ |
•
|
valuation allowances with respect to deferred tax assets;
|
•
|
valuation of warrant liabilities; and
|
•
|
assumptions underlying the fair value used in the calculation of the stock-based compensation.
|
Fair Value Measurement Level
|
||||||||||||||||
Total
|
Level 1
|
Level 2
|
Level 3
|
|||||||||||||
June 30, 2021:
|
||||||||||||||||
Assets:
|
||||||||||||||||
Money market accounts
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
Total assets at fair value on a recurring basis
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
|
||||||||||||||||
Liabilities:
|
||||||||||||||||
Warrant liabilities - Public Warrants
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
Warrant liabilities - Private Warrants
|
|
|
|
|
||||||||||||
Total liabilities at fair value on a recurring basis
|
$
|
|
$
|
|
$
|
|
$
|
|
June 30,
2021 |
December 31,
2020 |
|||||||
Laboratory equipment
|
$
|
|
$
|
|
||||
Computer equipment
|
|
|
||||||
Software
|
|
|
||||||
Furniture and fixtures
|
|
|
||||||
Construction in process
|
|
|
||||||
|
|
|||||||
Less: Accumulated depreciation
|
(
|
)
|
(
|
)
|
||||
Property and equipment, net
|
$
|
|
$
|
|
June 30,
2021 |
December 31,
2020 |
|||||||
Salary and bonus
|
$
|
|
$
|
|
||||
Contracted services
|
|
|
||||||
Legal fees
|
|
|
||||||
Other
|
|
|
||||||
Total accrued expenses and other current liabilities
|
$
|
|
$
|
|
Class
|
Year of Class Issuance
|
Issuance Price per Share
|
Shares Authorized
|
Shares Issued and Outstanding
|
Total Proceeds or Exchange Value
|
Issuance Costs
|
Net Carrying Value
|
Initial Liquidation Price per Share
|
|||||||||||||||||||||||
Series A
|
|
$
|
|
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||||||||||
Series B
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
Series C
|
- |
|
|
|
|
|
|
|
|||||||||||||||||||||||
Series D
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
Series E
|
- |
|
|
|
|
|
|
|
|||||||||||||||||||||||
|
|
Number of
Options
|
Weighted
Average
Exercise Price
|
Weighted
Average
Remaining
Contractual
Term (Years)
|
Aggregate
Intrinsic Value
|
|||||||||||||
Outstanding at December 31, 2020
|
|
$
|
|
|
$
|
|
||||||||||
Granted
|
|
|
||||||||||||||
Exercised
|
(
|
)
|
|
|||||||||||||
Forfeited
|
(
|
)
|
|
|||||||||||||
Outstanding at June 30, 2021
|
|
$
|
|
|
$
|
|
||||||||||
Options exercisable at June 30, 2021
|
|
|
|
$
|
|
|||||||||||
Vested and expected to vest at June 30, 2021
|
|
$
|
|
|
$
|
|
Number of Shares Underlying RSUs
|
Weighted Average Grant-Date Fair Value
|
|||||||
Outstanding non-vested RSUs at December 31, 2020
|
|
$ | ||||||
Granted
|
|
|
|
|||||
Repurchased
|
|
|
||||||
Restrictions lapsed
|
|
|
||||||
Outstanding non-vested RSUs at June 30, 2021
|
|
$
|
|
Three months ended June 30,
|
Six months ended June 30,
|
|||||||||||||||
2021
|
2020
|
2021
|
2020
|
|||||||||||||
Research and development
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
General and administrative
|
|
|
|
|
||||||||||||
Sales and marketing
|
|
|
|
|
||||||||||||
Total stock-based compensation expense
|
$
|
|
$
|
|
$
|
|
$
|
|
Three months ended June 30,
|
Six months ended June 30,
|
|||||||||||||||
2021
|
2020
|
2021
|
2020
|
|||||||||||||
Numerator
|
||||||||||||||||
Net loss
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
||||
Numerator for basic and dilutive EPS - loss attributable to common stockholders
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
||||
Denominator
|
||||||||||||||||
Common stock
|
|
|
|
|
||||||||||||
Denominator for basic and dilutive EPS - weighted-average common stock
|
|
|
|
|
||||||||||||
Basic and dilutive net loss per share
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
Three months ended June 30,
|
Six months ended June 30,
|
|||||||||||||||
2021
|
2020
|
2021
|
2020
|
|||||||||||||
Outstanding options to purchase common stock
|
|
|
|
|
||||||||||||
Outstanding restricted stock units
|
|
|
|
|
||||||||||||
Outstanding warrants
|
|
|
|
|
||||||||||||
Outstanding convertible preferred stock (Series A through E)
|
|
|
|
|
||||||||||||
|
|
|
|
Years ending December 31:
|
||||
Remainder of 2021
|
$
|
|
||
2022
|
|
|||
2023
|
|
|||
2024
|
|
|||
2025
|
|
|||
Thereafter
|
|
|||
Total future minimum rental payments
|
$
|
|
Three months ended June 30,
|
Six months ended June 30,
|
|||||||||||||||||||||||
(in thousands, except for % changes)
|
2021
|
2020
|
% Change
|
2021
|
2020
|
% Change
|
||||||||||||||||||
Operating expenses:
|
||||||||||||||||||||||||
Research and development
|
$
|
13,114
|
$
|
6,595
|
98.8
|
%
|
$
|
21,086
|
$
|
14,519
|
45.2
|
%
|
||||||||||||
General and administrative
|
17,805
|
1,306
|
1263.3
|
%
|
21,222
|
3,526
|
501.9
|
%
|
||||||||||||||||
Sales and marketing
|
1,245
|
300
|
315.0
|
%
|
1,635
|
559
|
192.5
|
%
|
||||||||||||||||
Total operating expenses
|
32,164
|
8,201
|
292.2
|
%
|
43,943
|
18,604
|
136.2
|
%
|
||||||||||||||||
Loss from operations
|
(32,164
|
)
|
(8,201
|
)
|
292.2
|
%
|
(43,943
|
)
|
(18,604
|
)
|
136.2
|
%
|
||||||||||||
Interest income
|
2
|
7
|
(71.4
|
%)
|
2
|
93
|
(97.8
|
%)
|
||||||||||||||||
Interest expense
|
(5
|
)
|
(1
|
)
|
400.0
|
%
|
(5
|
)
|
(1
|
)
|
400.0
|
%
|
||||||||||||
Change in fair value of warrant liabilities
|
(3,533
|
)
|
-
|
nm
|
(3,533
|
)
|
-
|
nm
|
||||||||||||||||
Other income (expense), net
|
3
|
(2
|
)
|
(250.0
|
%)
|
3
|
1
|
200.0
|
%
|
|||||||||||||||
Loss before provision for income taxes
|
(35,697
|
)
|
(8,197
|
)
|
335.5
|
%
|
(47,476
|
)
|
(18,511
|
)
|
156.5
|
%
|
||||||||||||
Provision for income taxes
|
-
|
-
|
nm
|
-
|
-
|
nm
|
||||||||||||||||||
Net loss and comprehensive loss
|
$
|
(35,697
|
)
|
$
|
(8,197
|
)
|
335.5
|
%
|
$
|
(47,476
|
)
|
$
|
(18,511
|
)
|
156.5
|
%
|
Three Months Ended June 30,
|
Change
|
|||||||||||||||
(in thousands, except for % changes)
|
2021
|
2020
|
Amount
|
%
|
||||||||||||
Research and development
|
$
|
13,114
|
$
|
6,595
|
$
|
6,519
|
98.8
|
%
|
Three Months Ended June 30,
|
Change
|
|||||||||||||||
(in thousands, except for % changes)
|
2021
|
2020
|
Amount
|
%
|
||||||||||||
General and administrative
|
$
|
17,805
|
$
|
1,306
|
$
|
16,499
|
1263.3
|
%
|
Three Months Ended June 30,
|
Change
|
|||||||||||||||
(in thousands, except for % changes)
|
2021
|
2020
|
Amount
|
%
|
||||||||||||
Sales and marketing
|
$
|
1,245
|
$
|
300
|
$
|
945
|
315.0
|
%
|
Three Months Ended June 30,
|
Change
|
|||||||||||||||
(in thousands, except for % changes)
|
2021
|
2020
|
Amount
|
%
|
||||||||||||
Interest income
|
$
|
2
|
$
|
7
|
$
|
(5
|
)
|
(71.4
|
%)
|
Three Months Ended June 30,
|
Change
|
|||||||||||||||
(in thousands, except for % changes)
|
2021
|
2020
|
Amount
|
%
|
||||||||||||
Interest expense
|
$
|
(5
|
)
|
$
|
(1
|
)
|
$
|
(4
|
)
|
400.0
|
%
|
Three Months Ended June 30,
|
Change
|
|||||||||||||||
(in thousands, except for % changes)
|
2021
|
2020
|
Amount
|
%
|
||||||||||||
Change in fair value of warrant liabilities
|
$
|
(3,533
|
)
|
$
|
-
|
$
|
(3,533
|
)
|
nm
|
Three Months Ended June 30,
|
Change
|
|||||||||||||||
(in thousands, except for % changes)
|
2021
|
2020
|
Amount
|
%
|
||||||||||||
Other income (expense), net
|
$
|
3
|
$
|
(2
|
)
|
$
|
5
|
(250.0
|
%)
|
Six Months Ended June 30,
|
Change
|
|||||||||||||||
(in thousands, except for % changes)
|
2021
|
2020
|
Amount
|
%
|
||||||||||||
Research and development
|
$
|
21,086
|
$
|
14,519
|
$
|
6,567
|
45.2
|
%
|
Six Months Ended June 30,
|
Change
|
|||||||||||||||
(in thousands, except for % changes)
|
2021
|
2020
|
Amount
|
%
|
||||||||||||
General and administrative
|
$
|
21,222
|
$
|
3,526
|
$
|
17,696
|
501.9
|
%
|
Six Months Ended June 30,
|
Change
|
|||||||||||||||
(in thousands, except for % changes)
|
2021
|
2020
|
Amount
|
%
|
||||||||||||
Sales and marketing
|
$
|
1,635
|
$
|
559
|
$
|
1,076
|
192.5
|
%
|
Six Months Ended June 30,
|
Change
|
|||||||||||||||
(in thousands, except for % changes)
|
2021
|
2020
|
Amount
|
%
|
||||||||||||
Interest income
|
$
|
2
|
$
|
93
|
$
|
(91
|
)
|
(97.8
|
%)
|
Six Months Ended June 30,
|
Change
|
|||||||||||||||
(in thousands, except for % changes)
|
2021
|
2020
|
Amount
|
%
|
||||||||||||
Interest expense
|
$
|
(5
|
)
|
$
|
(1
|
)
|
$
|
(4
|
)
|
400.0
|
%
|
Six Months Ended June 30,
|
Change
|
|||||||||||||||
(in thousands, except for % changes)
|
2021
|
2020
|
Amount
|
%
|
||||||||||||
Change in fair value of warrant liabilities
|
$
|
(3,533
|
)
|
$
|
-
|
$
|
(3,533
|
)
|
nm
|
Six Months Ended June 30,
|
Change
|
|||||||||||||||
(in thousands, except for % changes)
|
2021
|
2020
|
Amount
|
%
|
||||||||||||
Other income (expense), net
|
$
|
3
|
$
|
1
|
$
|
2
|
200.0
|
%
|
Three Months Ended June 30,
|
Six Months Ended June 30,
|
|||||||||||||||
(in thousands)
|
2021
|
2020
|
2021
|
2020
|
||||||||||||
Net loss
|
$
|
(35,697
|
)
|
$
|
(8,197
|
)
|
$
|
(47,476
|
)
|
$
|
(18,511
|
)
|
||||
Interest income
|
(2
|
)
|
(7
|
)
|
(2
|
)
|
(93
|
)
|
||||||||
Interest expense
|
5
|
1
|
5
|
1
|
||||||||||||
Change in fair value of warrant liabilities
|
3,533
|
-
|
3,533
|
-
|
||||||||||||
Other (income) expense, net
|
(3
|
)
|
2
|
(3
|
)
|
(1
|
)
|
|||||||||
Stock-based compensation expense
|
9,987
|
466
|
10,444
|
1,108
|
||||||||||||
Depreciation and amortization
|
235
|
225
|
448
|
454
|
||||||||||||
Transaction related costs
|
7,383
|
-
|
7,383
|
-
|
||||||||||||
Adjusted EBITDA
|
$
|
(14,559
|
)
|
$
|
(7,510
|
)
|
$
|
(25,668
|
)
|
$
|
(17,042
|
)
|
Six Months Ended June 30,
|
||||||||
(in thousands)
|
2021
|
2020
|
||||||
Net cash (used in) provided by:
|
||||||||
Net cash used in operating activities
|
$
|
(29,875
|
)
|
$
|
(17,192
|
)
|
||
Net cash used in investing activities
|
(1,229
|
)
|
(332
|
)
|
||||
Net cash provided by financing activities
|
516,130
|
11,150
|
||||||
Net increase (decrease) in cash and cash equivalents
|
$
|
485,026
|
$
|
(6,374
|
)
|
(in thousands)
|
Total
|
<1 year
|
1-3 years
|
3-5 years
|
>5 years
|
|||||||||||||||
Operating lease
|
$
|
9,217
|
$
|
791
|
$
|
2,867
|
$
|
3,104
|
$
|
2,455
|
• |
the timing and amount of expenditures that we may incur to develop, commercialize or acquire additional products and technologies or for other purposes, such as the expansion of our
facilities;
|
• |
changes in governmental funding of life sciences research and development or changes that impact budgets or budget cycles;
|
• |
seasonal spending patterns of our customers;
|
• |
the timing of when we recognize any revenues;
|
• |
future accounting pronouncements or changes in our accounting policies;
|
• |
the outcome of any future litigation or governmental investigations involving us, our industry or both;
|
• |
higher than anticipated service, replacement and warranty costs;
|
• |
the impact of the COVID-19 pandemic on the economy, investment in life sciences and research industries, our business operations, and resources and operations of our suppliers, distributors
and potential customers; and
|
• |
general industry, economic and market conditions and other factors, including factors unrelated to our operating performance or the operating performance of our competitors.
|
• |
the inability to establish the capabilities and value proposition of our products with key opinion leaders in a timely fashion;
|
• |
the potential need or desire to modify aspects of our products prior to entering into the second or third phases of our commercial launch plan;
|
• |
changing industry or market conditions, customer requirements or competitor offerings over the span of our commercial launch plan;
|
• |
delays in building out our sales, customer support and marketing organization as needed for each of the phases of our commercial launch plan; and
|
• |
delays in ramping up manufacturing, either internally or through our suppliers to meet the expected demand in each of the phases of our commercial launch plan.
|
• |
our ability to market and increase awareness of the capabilities of our products;
|
• |
the ability of our products to demonstrate comparable performance in intended use applications broadly in the hands of customers consistent with the early access limited release phase of
our commercialization plan;
|
• |
our potential customers’ willingness to adopt new products and workflows;
|
• |
our product’s ease of use and whether it reliably provides advantages over other alternative technologies;
|
• |
the rate of adoption of our products by academic institutions, laboratories, biopharmaceutical companies and others;
|
• |
the prices we charge for our products;
|
• |
our ability to develop new products and workflows and solutions for customers;
|
• |
if competitors develop and commercialize products that perform similar functions as our products; and
|
• |
the impact of our investments in product innovation and commercial growth.
|
• |
our ability to attract, retain and manage the sales, marketing and customer service and support force necessary to commercialize and gain market acceptance of our products;
|
• |
the time and cost of establishing a specialized sales, marketing and customer service and support force; and
|
• |
our sales, marketing and customer service and support force may be unable to initiate and execute successful commercialization activities.
|
• |
decreases in government funding of research and development;
|
• |
changes to programs that provide funding to research laboratories and institutions, including changes in the amount of funds allocated to different areas of research or changes that have
the effect of increasing the length of the funding process;
|
• |
macroeconomic conditions and the political climate;
|
• |
potential changes in the regulatory environment;
|
• |
differences in budgetary cycles, especially government- or grant-funded customers, whose cycles often coincide with government fiscal year ends;
|
• |
competitor product offerings or pricing;
|
• |
market-driven pressures to consolidate operations and reduce costs; and
|
• |
market acceptance of relatively new technologies.
|
• |
required compliance with existing and changing foreign regulatory requirements and laws that are or may be applicable to our business in the future, such as the European Union’s General
Data Protection Regulation (“GDPR”) and other data privacy requirements, labor and employment regulations, anti-competition regulations, the U.K. Bribery Act of 2010 and other anti-corruption laws, regulations relating to the use of certain
hazardous substances or chemicals in commercial products, and require the collection, reuse, and recycling of waste from products we manufacture;
|
• |
required compliance with U.S. laws such as the Foreign Corrupt Practices Act, and other U.S. federal laws and regulations established by the Office of Foreign Assets Control of the U.S.
Department of the Treasury;
|
• |
export requirements and import or trade restrictions;
|
• |
laws and business practices favoring local companies;
|
• |
foreign currency exchange, longer payment cycles and difficulties in enforcing agreements and collecting receivables through certain foreign legal systems;
|
• |
changes in social, economic, and political conditions or in laws, regulations and policies governing foreign trade, manufacturing, research and development, and investment both domestically
as well as in the other countries and jurisdictions in which we operate and into which it may sell our products including as a result of the separation of the United Kingdom from the European Union (“Brexit”);
|
• |
potentially adverse tax consequences, tariffs, customs charges, bureaucratic requirements, and other trade barriers;
|
• |
difficulties and costs of staffing and managing foreign operations; and
|
• |
difficulties protecting, maintaining, enforcing or procuring intellectual property rights.
|
• |
a failure to achieve market acceptance for our products or expansion of our product sales;
|
• |
loss of customer orders and delay in order fulfillment;
|
• |
damage to our brand reputation;
|
• |
increased warranty and customer service and support costs due to product repair or replacement;
|
• |
product recalls or replacements;
|
• |
inability to attract new customers;
|
• |
diversion of resources from our manufacturing and research and development team into our service team; and
|
• |
legal claims against us, including product liability claims, which could be costly and time consuming to defend and result in substantial damages.
|
• |
greater name and brand recognition;
|
• |
greater financial and human resources;
|
• |
broader product lines;
|
• |
larger sales forces and more established distributor networks;
|
• |
substantial intellectual property portfolios;
|
• |
larger and more established customer bases and relationships; and
|
• |
better established, larger scale and lower cost manufacturing capabilities.
|
• |
the federal Anti-Kickback Statute, which prohibits, among other things, persons and entities from knowingly and willfully soliciting, offering, receiving or providing remuneration, directly
or indirectly, in cash or in kind, to induce either the referral of an individual or furnishing or arranging for a good or service, for which payment may be made, in whole or in part, under federal healthcare programs, such as Medicare and
Medicaid. A person or entity does not need to have actual knowledge of the statute or specific intent to violate it to have committed a violation;
|
• |
the federal civil and criminal false claims laws, including the federal civil False Claims Act, which prohibit, among other things, individuals or entities from knowingly presenting, or
causing to be presented, claims for payment from Medicare, Medicaid or other federal healthcare programs that are false or fraudulent. 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.
|
• |
the federal Civil Monetary Penalties Law, which prohibits, among other things, offering or transferring remuneration to a federal healthcare beneficiary that a person knows or should know
is likely to influence the beneficiary’s decision to order or receive items or services reimbursable by the government from a particular provider or supplier;
|
• |
the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), which created additional federal criminal statutes that prohibit, among other things, executing a scheme to
defraud any healthcare benefit program and making false statements relating to healthcare matters;
|
• |
the federal Physician Sunshine Act, which requires certain manufacturers of drugs, devices, biologics and medical supplies for which payment is available under Medicare, Medicaid or the
Children’s Health Insurance Program (“CHIP”), to report annually to CMS, information related to payments and other transfers of value to physicians, which is defined broadly to include doctors, dentists, optometrists, podiatrists and
chiropractors, and teaching hospitals; and
|
• |
analogous state and foreign law equivalents of each of the above federal laws, such as anti-kickback and false claims laws, which may apply to items or services reimbursed by any
third-party payor, including commercial insurers or patients.
|
• |
the scope of rights granted under the license agreement and other interpretation-related issues;
|
• |
our financial or other obligations under the license agreement;
|
• |
whether, and the extent to which, our products, technology and processes infringe on intellectual property of the licensor that is not subject to the licensing agreement;
|
• |
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 licensor(s); and
|
• |
the priority of invention of patented technology.
|
• |
others may be able to make products that are similar to products and technologies we may develop or utilize similar technology that are not covered by the claims of the patents that we own
or license now or in the future;
|
• |
we, or our licensor(s), might not have been the first to make the inventions covered by the issued patent or pending patent application that we license or may own in the future;
|
• |
we, or our licensor(s), might not have been the first to file patent applications covering certain of our or their inventions;
|
• |
others may independently develop similar or alternative technologies or duplicate any of our technologies without infringing, misappropriating or otherwise violating our owned or licensed
intellectual property rights;
|
• |
it is possible that our pending licensed patent applications or those that we may own in the future will not lead to issued patents;
|
• |
issued patents that we hold rights to may be held invalid or unenforceable, including 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 products for sale in our major commercial markets;
|
• |
we may not develop additional proprietary technologies that are patentable;
|
• |
the patents of others may harm our business; and
|
• |
we may choose not to file a patent for certain trade secrets or know-how, and a third party may subsequently file a patent covering such intellectual property.
|
• |
the ability of our board of directors to issue one or more series of preferred stock;
|
• |
stockholder action by written consent only until the first time when Dr. Rothberg ceases to beneficially own a majority of the voting power of our capital stock;
|
• |
certain limitations on convening special stockholder meetings;
|
• |
advance notice for nominations of directors by stockholders and for stockholders to include matters to be considered at our annual meetings;
|
• |
amendment of certain provisions of the organizational documents only by the affirmative vote of (i) a majority of the voting power of our capital stock so long as Dr. Rothberg beneficially
owns shares representing a majority of the voting power of our capital stock and (ii) at least two-thirds of the voting power of the capital stock from and after the time that Dr. Rothberg ceases to beneficially own shares representing a
majority of our voting power; and
|
• |
a dual-class common stock structure with 20 votes per share of our Class B common stock, the result of which is that Dr. Rothberg has the ability to control the outcome of matters requiring
stockholder approval, even though Dr. Rothberg owns less than a majority of the outstanding shares of our capital stock.
|
Exhibit
Number |
|
Exhibit Description
|
|
Filed Herewith
|
|
Incorporated by
Reference Herein from Form or Schedule |
|
Filing Date
|
|
SEC File/
Reg. Number |
|
Second Amended and Restated Certificate of Incorporation of Quantum-Si Incorporated
|
|
|
|
Form 8-K (Exhibit 3.1)
|
|
6/15/2021
|
|
001-39486
|
|
|
Amended and Restated Bylaws of Quantum-Si Incorporated
|
|
|
|
Form 8-K (Exhibit 3.2)
|
|
6/15/2021
|
|
001-39486
|
|
|
Specimen Class A Common Stock Certificate
|
|
|
|
Form S-4/A (Exhibit 4.1)
|
|
5/11/2021
|
|
333-253691
|
|
|
Executive Chairman Agreement, dated as of June 10, 2021, by and between Quantum-Si Incorporated and Jonathan M. Rothberg, Ph.D.
|
|
|
|
Form 8-K (Exhibit 10.6)
|
|
6/15/2021
|
|
001-39486
|
|
|
Offer Letter of Employment, dated as of October 28, 2020, by and between Q-SI Operations Inc. (formerly Quantum-Si Incorporated) and John Stark
|
|
|
|
Form S-4 (Exhibit 10.10)
|
|
3/1/2021
|
|
333-253691
|
|
|
Offer Letter of Employment, dated as of March 23, 2021, by and between Q-SI Operations Inc. (formerly Quantum-Si Incorporated) and Claudia Drayton
|
|
|
|
Form S-4/A (Exhibit 10.10)
|
|
5/11/2021
|
|
333-253691
|
|
|
Offer Letter of Employment, dated as of June 1, 2015, by and between Q-SI Operations Inc. (formerly Quantum-Si Incorporated) and Michael P. McKenna, Ph.D.
|
|
|
|
Form S-4 (Exhibit 10.10)
|
|
3/1/2021
|
|
333-253691
|
|
Offer Letter of Employment, dated as of March 16, 2016, by and between Q-SI Operations Inc. (formerly Quantum-Si Incorporated) and Matthew Dyer, Ph.D.
|
|
|
|
Form S-4 (Exhibit 10.11)
|
|
3/1/2021
|
|
333-253691
|
|
|
Consulting Agreement, dated as of August 12, 2021, by and between Quantum-Si Incorporated and Michael Mina, M.D., Ph.D.
|
|
X
|
|
|
|
|
|
|
|
|
Technology and Services Exchange Agreement, dated as of February 17, 2021, by and among Q-SI Operations Inc. (formerly Quantum-Si Incorporated) and the participants named therein
|
|
|
|
Form S-4 (Exhibit 10.12)
|
|
3/1/2021
|
|
333-253691
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Quantum-Si Incorporated 2021 Equity Incentive Plan
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Form 8-K (Exhibit 10.13.1)
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6/15/2021
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001-39486
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Form of Stock Option Agreement under 2021 Equity Incentive Plan
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Form 8-K (Exhibit 10.13.2)
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6/15/2021
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001-39486
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Form of Restricted Stock Unit Agreement under 2021 Equity Incentive Plan
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Form 8-K (Exhibit 10.13.3)
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6/15/2021
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001-39486
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Q-SI Operations Inc. 2013 Employee, Director and Consultant Equity Incentive Plan, as amended
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Form 8-K (Exhibit 10.14.1)
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6/15/2021
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001-39486
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Form of Stock Option Agreement under 2013 Employee, Director and Consultant Equity Incentive Plan, as amended
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Form 8-K (Exhibit 10.14.2)
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6/15/2021
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001-39486
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Form of Restricted Stock Unit Agreement under 2013 Employee, Director and Consultant Equity Incentive Plan, as amended
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Form 8-K (Exhibit 10.14.3)
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6/15/2021
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001-39486
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Nonemployee Director Compensation Policy
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Form 8-K (Exhibit 10.15)
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6/15/2021
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001-39486
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Form of Indemnification Agreement
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Form 8-K (Exhibit 10.16)
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6/15/2021
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001-39486
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Amended and Restated Registration Rights Agreement, dated as of June 10, 2021, by and among Quantum-Si Incorporated (formerly HighCape Capital Acquisition Corp.) and certain of its securityholders
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Form 8-K (Exhibit 10.17)
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6/15/2021
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001-39486
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Form of Lock-up Agreement
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Form 8-K (Exhibit 10.18)
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6/15/2021
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001-39486
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Lease Agreement between Quantum-Si Incorporated and BP3-SD5 5510 Morehouse Drive LLC, dated June 18, 2021
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Form 8-K (Exhibit 10.1)
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6/24/2021
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001-39486
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Quantum-Si Incorporated Executive Severance Plan
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Form 8-K
(Exhibit 10.1) |
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7/6/2021
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001-39486
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31.1 | Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | ||||||||
31.2 | Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | X | ||||||||
32* | Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X | ||||||||
101.INS
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101.SCH
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Inline XBRL Taxonomy Extension Schema Document
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101.CAL
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Inline XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEF
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Inline XBRL Taxonomy Extension Definition Linkbase Document
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X
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101.LAB
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Inline XBRL Taxonomy Extension Label Linkbase Document
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101.PRE
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Inline XBRL Taxonomy Extension Presentation Linkbase Document
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104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | X |
QUANTUM-SI INCORPORATED
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Date: August 16, 2021 | By: |
/s/ John Stark
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John Stark
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Chief Executive Officer
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Date: August 16, 2021 | By: |
/s/ Claudia Drayton
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Claudia Drayton
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Chief Financial Officer
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If to the Company: |
Quantum-Si Incorporated
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If to Consultant: |
At the address set forth on the last page of this Agreement.
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Very truly yours,
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Quantum-Si Incorporated
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By: |
/s/ Christian LaPointe
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Name: |
Christian LaPointe
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Title: |
General Counsel
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Accepted and Agreed:
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By: |
/s/ Michael Mina
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Name: |
Dr. Michael Mina
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Address: |
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Company |
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Consultant |
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By: /s/ Christian LaPointe
Name: Christian LaPointe
Title: General Counsel
Date: August 12, 2021
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By: /s/ Michael Mina
Michael J. Mina, MD, PhD
August 12, 2021
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Dated: August 16, 2021 |
/s/ John Stark
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John Stark
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Chief Executive Officer
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(Principal Executive Officer)
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Dated: August 16, 2021 |
/s/ Claudia Drayton
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Claudia Drayton
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Chief Financial Officer
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(Principal Financial Officer)
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ORGANIZATION AND DESCRIPTION OF BUSINESS |
6 Months Ended |
---|---|
Jun. 30, 2021 | |
ORGANIZATION AND DESCRIPTION OF BUSINESS [Abstract] | |
ORGANIZATION AND DESCRIPTION OF BUSINESS |
1. ORGANIZATION AND DESCRIPTION OF BUSINESS
Quantum-Si Incorporated (“Quantum-Si”, the “Company”, “we”, “us” and “our”), formerly known as HighCape Capital Acquisition Corp. (“HighCape”), was incorporated as a
Delaware corporation on June 10, 2020. The Company’s legal name became Quantum-Si Incorporated in connection with the closing of the Business Combination on June 10, 2021 (the “Closing”), as defined and described in Note 3 “Business Combination”.
In connection with the Closing, Quantum-Si Incorporated, a Delaware corporation (“Legacy Quantum-Si”), merged with and into a wholly-owned subsidiary of HighCape, became a wholly-owned subsidiary of the Company, and changed its name to Q-SI
Operations Inc. The prior period financial information represents the financial results and condition of Legacy Quantum-Si.
The Company is an innovative life sciences company with the mission of transforming single molecule analysis and democratizing its use by providing researchers and
clinicians access to the proteome, the set of proteins expressed within a cell. The Company has developed a proprietary universal single molecule detection platform that the Company is first applying to proteomics to enable Next Generation Protein
Sequencing (“NGPS”), the ability to sequence proteins in a massively parallel fashion (rather than sequentially, one at a time), and can be used for the study of nucleic acids. The Company’s platform is
comprised of the Carbon™ automated sample preparation instrument, the Platinum™ NGPS instrument, the Quantum-Si Cloud™ software service, and reagent kits and chips for use with its instruments.
Although the Company has incurred recurring losses in each year since inception, the Company expects its cash and cash equivalents will be able to fund its operations
for at least the next twelve months.
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
6 Months Ended | ||||||
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Jun. 30, 2021 | |||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation and Principles of Consolidation
The accompanying condensed consolidated financial statements include the accounts of the Company and have been prepared in accordance with accounting principles
generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Certain information and
note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations.
These condensed consolidated financial statements should be read in conjunction with the financial statements and notes included in the Legacy Quantum-Si audited
financial statements as of and for the years ended December 31, 2020 and 2019. The condensed consolidated balance sheet as of December 31, 2020 included herein was derived from the audited financial statements as of that date, but does not include
all disclosures, including certain notes required by U.S. GAAP, on an annual reporting basis.
In the opinion of management, the accompanying condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the
financial position, results of operations, and cash flows for the interim periods. The results for the three and six months ended June 30, 2021 are not necessarily indicative of the results to be expected for any subsequent quarter, the year ending
December 31, 2021, or any other period.
Except as described elsewhere in this Note 2 under the heading “Recently Issued Accounting Pronouncements” and Note 3 “Business Combination”, there have been no
material changes to the Company’s significant accounting policies as described in the Legacy Quantum-Si audited financial statements as of and for the years ended December 31, 2020 and 2019.
COVID-19 Outbreak
The outbreak of the novel coronavirus (“COVID-19”), which was declared a pandemic by the World Health Organization on March 11, 2020 and declared a National Emergency
by the President of the United States on March 13, 2020, has led to adverse impacts on the U.S. and global economies and created uncertainty regarding potential impacts on the Company’s operating results, financial condition and cash flows. The
COVID-19 pandemic had, and is expected to continue to have, an adverse impact on the Company’s operations, particularly as a result of preventive and precautionary measures that the Company, other businesses, and governments are taking.
Governmental mandates related to COVID-19 or other infectious diseases, or public health crises, have impacted, and the Company expects them to continue to impact, its personnel and personnel at third-party manufacturing facilities in the United
States and other countries, and the availability or cost of materials, which would disrupt or delay the Company’s receipt of instruments, components and supplies from the third parties the Company relies on to, among other things, produce its
products currently under development. The COVID-19 pandemic has also had an adverse effect on the Company’s ability to attract, recruit, interview and hire at the pace the Company would typically expect to support its rapidly expanding operations.
To the extent that any governmental authority imposes additional regulatory requirements or changes existing laws, regulations, and policies that apply to the Company’s business and operations, such as additional workplace safety measures, the
Company’s product development plans may be delayed, and the Company may incur further costs in bringing its business and operations into compliance with changing or new laws, regulations, and policies. The full extent to which the COVID-19 pandemic
will directly or indirectly impact the Company’s business, results of operations and financial condition, including expenses and research and development costs, will depend on future developments that are highly uncertain, including as a result of
new information that may emerge concerning COVID-19 and the actions taken to contain or treat COVID-19, as well as the economic impacts.
The estimates of the impact on the Company’s business may change based on new information that may emerge concerning COVID-19 and the actions to contain it or treat
its impact and the economic impact on local, regional, national and international markets. While the Company is unable to predict the full impact that the COVID-19 pandemic will have on the Company’s future results of operations, liquidity and
financial condition due to numerous uncertainties, including the duration of the pandemic, and the actions that may be taken by government authorities across the United States, it is not expected to result in any significant changes in costs going
forward.
The Company has not incurred any significant impairment losses in the carrying values of the Company’s assets as a result of the COVID-19 pandemic and is not aware of
any specific related event or circumstance that would require the Company to revise its estimates reflected in its condensed consolidated financial statements.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash and cash equivalents. At June 30, 2021 and
December 31, 2020, substantially all of the Company’s cash and cash equivalents were invested in money market accounts at one financial institution. The Company also maintains balances in various operating accounts above federally insured limits.
The Company has not experienced any losses on such accounts and does not believe it is exposed to any significant credit risk on cash and cash equivalents.
Use of Estimates
The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions about future
events that affect the amounts reported in its condensed consolidated financial statements and accompanying notes. Future events and their effects cannot be determined with certainty. On an ongoing basis, management evaluates these estimates and
assumptions. Significant estimates and assumptions included:
The Company bases these estimates on historical and anticipated results and trends and on various other assumptions that the Company believes are reasonable under the
circumstances, including assumptions as to future events. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates, and any such differences may be material to the Company’s
condensed consolidated financial statements.
Impairment of Long-Lived Assets
The Company reviews its long-lived assets for impairment at least annually or when the Company determines a triggering event has occurred. When a triggering event has
occurred, each impairment test is based on a comparison of the future expected undiscounted cash flow to the recorded value of the asset. If the recorded value of the asset is less than the undiscounted cash flow, the asset is written down to its
estimated fair value. No impairments were recorded for the three and six months ended June 30, 2021 and 2020.
Warrant Liabilities
The Company’s outstanding warrants include publicly-traded warrants (the “Public Warrants”) which were issued as Derivatives and
Hedging-Contracts in Entity’s Own Equity (“ASC 815-40”), and concluded that they do not meet the criteria to be classified in stockholders’ equity. Since the Public Warrants and Private Warrants meet the definition of a derivative under
ASC 815-40, the Company recorded these warrants as long-term liabilities on the balance sheet at fair value upon the Closing of the Business Combination, with subsequent changes in their respective fair values recognized in the condensed
consolidated statements of operations and comprehensive loss at each reporting date.
of one redeemable warrant per unit issued during the Company’s initial public offering on September 9, 2020 (the “IPO”), and warrants sold in a private placement (the
“Private Warrants”) to HighCape’s sponsor, HighCape Capital Acquisition LLC (the “Sponsor”). The Company evaluated its warrants under Accounting Standards Codification (“ASC”) 815-40, Recently Issued Accounting Pronouncements
Accounting pronouncements issued but not yet adopted
In February 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases
(Topic 842), which outlines a comprehensive lease accounting model and supersedes the current lease guidance. The new guidance requires lessees to recognize almost all their leases on the balance sheet by recording a lease liability and
corresponding right-of-use assets. It also changes the definition of a lease and expands the disclosure requirements of lease arrangements. As per the latest ASU 2020-05, Revenue from Contracts with Customers
(Topic 606) and Leases (Topic 842): Effective Dates for Certain Entities, issued by the FASB, entities that have not yet issued or made available for issuance the financial statements as of June 3, 2020 can defer the new guidance for one
year. For public entities, this guidance is effective for annual reporting periods beginning January 1, 2019, including interim periods within that annual reporting period. For the Company, this guidance is effective for annual reporting periods
beginning January 1, 2022, and interim reporting periods within annual reporting periods beginning January 1, 2023. The Company is in the process of evaluating the impact that the adoption of this pronouncement will have on its condensed
consolidated financial statements.
In August 2018, the FASB issued ASU 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing
Arrangement that Is a Service Contract, which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred
to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). For public entities, this guidance is effective for fiscal years beginning January 1, 2020 and interim periods within those fiscal
years. For the Company, this guidance is effective for annual reporting periods beginning January 1, 2021 and interim periods beginning January 1, 2022. The Company is in the process of evaluating the impact that the adoption of this pronouncement
will have on its condensed consolidated financial statements.
In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. ASU
2019-12 is intended to simplify various aspects related to accounting for income taxes. For public entities, this guidance is effective for annual reporting periods beginning January 1, 2021, including interim periods within that annual reporting
period. For the Company, this guidance is effective for annual reporting periods beginning January 1, 2022 and interim reporting periods within annual reporting periods beginning January 1, 2023. The Company is in the process of evaluating the
impact that the adoption of this pronouncement will have on its condensed consolidated financial statements.
In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies the accounting for convertible
instruments by removing the separation models for convertible debt with a cash conversion feature and convertible instruments with a beneficial conversion feature. These changes will reduce reported interest expense and increase reported net income
for entities that have issued a convertible instrument that was bifurcated according to previously existing rules. ASU 2020-06 also requires the application of the if-converted method for calculating diluted earnings per share and the treasury
stock method will be no longer available. For public entities, this guidance is effective for annual reporting periods beginning January 1, 2022, including interim periods within that annual reporting period. For the Company, this guidance is
effective for annual reporting periods beginning January 1, 2024, and interim reporting periods within annual reporting periods beginning January 1, 2024, with early adoption permitted. The Company is in the process of evaluating the impact that
the adoption of this pronouncement will have on its condensed consolidated financial statements.
|
BUSINESS COMBINATION |
6 Months Ended |
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Jun. 30, 2021 | |
BUSINESS COMBINATION [Abstract] | |
BUSINESS COMBINATION |
3. BUSINESS COMBINATION
On June 10, 2021, Quantum-Si Incorporated, a Delaware corporation (“Legacy Quantum-Si”), consummated the previously announced business combination (the “Business
Combination”) with HighCape in which Legacy Quantum-Si merged with a wholly-owned subsidiary of HighCape (the “Merger”) and survived the Business Combination as a wholly-owned subsidiary of the Company. In connection with the Business Combination,
the Company changed its name to Quantum-Si Incorporated and Legacy Quantum-Si changed its name to Q-SI Operations Inc.
The Business Combination is accounted for as a reverse recapitalization in accordance with U.S. GAAP primarily due to the fact that Legacy Quantum-Si stockholders
continued to control the Company following the Closing of the Business Combination. Under this method of accounting, HighCape is treated as the “acquired” company for accounting purposes and the Business Combination is treated as the equivalent of
Legacy Quantum-Si issuing stock for the net assets of HighCape, accompanied by a recapitalization. The net assets of HighCape are stated at historical cost, with no goodwill or other intangible assets recorded. Reported shares and earnings per
share available to holders of the Company’s capital stock and equity awards prior to the Business Combination have been retroactively restated reflecting the exchange ratio of 0.7975 (the “Exchange Ratio”) established pursuant to the Business Combination Agreement dated as of February 18, 2021 (the “Business Combination Agreement”).
Pursuant to the Business Combination Agreement, at the effective time of the Merger (the “Effective Time”):
• each share of Legacy Quantum-Si capital stock (other than shares of Legacy Quantum-Si Series A preferred stock) that was issued and outstanding as of
immediately prior to the Effective Time was automatically cancelled and extinguished and converted into the right to receive a number of shares of the Company’s Class A common stock equal to the Exchange Ratio, rounded down to the nearest whole
number of shares;
• each share of Legacy Quantum-Si Series A preferred stock that was issued and outstanding as of immediately prior to the Effective Time was automatically
cancelled and extinguished and converted into the right to receive a number of shares of the Company’s Class B common stock equal to the Exchange Ratio, rounded down to the nearest whole number of shares;
• each option to purchase shares of Legacy Quantum-Si common stock, whether vested or unvested, that was outstanding and unexercised as of immediately prior
to the Effective Time was assumed by the Company and became an option (vested or unvested, as applicable) to purchase a number of shares of the Company’s Class A common stock equal to the number of shares of Legacy Quantum-Si common stock subject
to such option immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares, at an exercise price per share equal to the exercise price per share of such option immediately prior to
the Effective Time divided by the Exchange Ratio, rounded up to the nearest whole cent; and
• each Legacy Quantum-Si restricted stock unit outstanding immediately prior to the Effective Time was assumed by the Company and became a restricted stock
unit with respect to a number of shares of the Company’s Class A common stock equal to the number of shares of Legacy Quantum-Si common stock subject to such Legacy Quantum-Si restricted stock unit immediately prior to the Effective Time multiplied
by the Exchange Ratio, rounded down to the nearest whole share.
The Exchange Ratio was calculated based on the quotient resulting by dividing (i) the quotient of (x) $810,000 plus the excess of Legacy Quantum-Si cash over Legacy Quantum-Si debt as of immediately prior to the Effective Time plus the excess of certain HighCape expenses in
connection with the Business Combination over $8,025 divided by (y) the number of issued and outstanding shares of Legacy Quantum-Si as
of immediately prior to the Effective Time plus the number of issued vested Legacy Quantum-Si options at such time (where such number of vested options is calculated on net basis), by (ii) $10.00.
On June 10, 2021, HighCape filed the Second Amended and Restated Certificate of Incorporation (the “Restated Certificate”) with the Secretary of State of the State of
Delaware, which became effective simultaneously with the Effective Time. As a consequence of filing the Restated Certificate, the Company adopted a dual class structure, comprised of the Company’s Class A common stock, which is entitled to one vote per share, and the Company’s Class B common stock, which is entitled to 20 votes per share. The Company’s Class B common stock has the same economic terms as the Company’s Class A common stock, but is subject to a “sunset” provision if Jonathan M.
Rothberg, Ph.D., the founder of Legacy Quantum-Si and Executive Chairman of the Company (“Dr. Rothberg”), and other permitted holders of the Company’s Class B common stock collectively cease to beneficially own at least twenty percent (20%) of the number of shares of the Company’s Class B common stock (as such number of shares is equitably adjusted in respect of any reclassification,
stock dividend, subdivision, combination or recapitalization of the Company’s Class B common stock) collectively held by Dr. Rothberg and permitted transferees of the Company’s Class B common stock as of the Effective Time.
Concurrently with the execution of the Business Combination Agreement, HighCape entered into subscription agreements (the “PIPE Investor Subscription Agreements”) with
certain institutional investors and accredited investors (the “PIPE Investors”), pursuant to which the PIPE Investors purchased, immediately prior to the Closing, an aggregate of 42,500,000 shares of HighCape Class A common stock at a purchase price of $10.00
per share (the “PIPE Financing”).
In addition, concurrently with the execution of the Business Combination Agreement, HighCape entered into subscription agreements (the “Subscription Agreements”), with
certain affiliates of Foresite Capital Management, LLC (the “Foresite Funds”), pursuant to which the Foresite Funds purchased immediately prior to the Closing, an aggregate of 696,250 shares of HighCape Class A common stock at a purchase price of $0.001
per share for aggregate gross proceeds of $1 after a corresponding number of shares of HighCape Class B common stock was irrevocably
forfeited by HighCape’s Sponsor to HighCape for no consideration and automatically cancelled.
The total number of shares of the Company’s Class A common stock outstanding immediately following the Closing was 116,463,160, comprising:
• 59,754,288 shares of the Company’s Class A common stock issued to Legacy Quantum-Si stockholders (other
than holders of Legacy Quantum-Si Series A preferred stock) in the Business Combination,
• 42,500,000 shares of the Company’s Class A common stock issued in connection with the Closing to the PIPE Investors pursuant to the PIPE Financing,
• 696,250 shares of the Company’s Class A common stock issued in connection with the Closing to the Foresite Funds pursuant to the Subscription Agreements;
• 2,178,750 shares of the Company’s Class A common stock issued to the initial stockholders holding the 2,178,750 shares of HighCape Class B common stock outstanding at the Effective Time, after reflecting the irrevocable forfeiture by the Sponsor to HighCape of 696,250 shares of HighCape Class B common stock for no consideration and automatic cancellation as of immediately prior to, and subject to the
consummation of, the Closing;
• 405,000 shares of the Company’s Class A common stock held by the Sponsor holding shares of HighCape Class A common stock outstanding at the Effective Time, and
• 10,928,872 shares of the Company’s Class A common stock held by public stockholders holding shares of HighCape Class A common stock outstanding at the Effective Time, after
reflecting redemptions of 571,128 shares of HighCape Class A common stock.
The total number of shares of the Company’s Class B common stock outstanding immediately following the Closing was 19,937,500 shares. Immediately following the Closing, Dr. Rothberg held approximately 80.4% of the combined voting power of the Company. Accordingly, Dr. Rothberg and his permitted transferees control the Company and the Company is a controlled company within the meaning of the Nasdaq listing rules.
The most significant change in the post-combination Company’s reported financial position and results was an increase in cash of $540,276 consisting of $425,001 from the
PIPE investors and $115,275 from HighCape. The increase in cash was offset by transaction costs of $17,824, payment of the Paycheck Protection Program ("PPP") loan of $1,764 including interest, payments to redeeming Company shareholders of $5,712, payment of $3,800 to a third party service provider resulting in proceeds of $511,176 on the date of the Closing of the Business Combination on June 10, 2021. In addition, the post-combination balance sheet increased by the warrant liabilities of $11,618 and other insignificant assets and liabilities. Additional transaction costs were incurred prior to the Business Combination not settled on the date of Closing.
Transaction costs of $7,383 were expensed during the three and six months ended June 30, 2021 in the condensed consolidated
statements of operations and comprehensive loss.
On the date of Closing, the proceeds of $540,276 were offset against the warrant liabilities of $11,618, payments to redeeming Company shareholders of $5,712, and other liabilities and related transaction costs of $21,774 which resulted in an equity infusion from the Business Combination of $501,172 in the condensed consolidated statements of changes in convertible preferred stock and stockholders’ equity (deficit).
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FAIR VALUE OF FINANCIAL INSTRUMENTS |
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FAIR VALUE OF FINANCIAL INSTRUMENTS [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
FAIR VALUE OF FINANCIAL INSTRUMENTS |
4. FAIR VALUE OF FINANCIAL INSTRUMENTS
Fair value estimates of financial instruments are made at a specific point in time, based on relevant information about financial markets and specific financial
instruments. As these estimates are subjective in nature, involving uncertainties and matters of significant judgment, they cannot be determined with precision. Changes in assumptions can significantly affect estimated fair value.
The Company measures fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between
market participants at the reporting date. The Company utilizes a three-tier hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:
• Level 1 - Valuations based on quoted prices in active markets for identical assets or
liabilities that an entity has the ability to access.
• Level 2 - Valuations based on quoted prices for similar assets or liabilities, quoted prices for
identical assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities.
• Level 3 - Valuations based on inputs that are supported by little or no market activity and that
are significant to the fair value of the assets or liabilities.
The carrying value of cash and cash equivalents, notes receivable, accounts payable and accrued expenses and other current liabilities approximates their fair values
due to the short-term or on demand nature of these instruments. There were no transfers between fair value measurement levels during
the three and six months ended June 30, 2021. The Company accounted for the warrants as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the condensed consolidated balance sheets. The warrant liabilities are
measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the condensed consolidated statements of operations and comprehensive loss.
Our Public Warrants and Private Warrants were carried at fair value as of June 30, 2021. The Public Warrants were valued using Level 1 inputs as they are traded in an
active market. The Private Warrants were valued using a binomial lattice model, which results in a Level 3 fair value measurement. The primary unobservable input utilized in determining the fair value of the Private Warrants was the expected
volatility of the Company’s Class A common stock. The expected volatility was based on consideration of the implied volatility from the Company’s own public warrant pricing and on the historical volatility observed at guideline public companies. As
of June 30, 2021, the significant assumptions used in preparing the binomial lattice model for valuing the Private Warrants liability include (i) volatility of 49.0%, (ii) risk-free interest rate of 0.86%, (iii) strike price ($11.50), (iv) fair value of common stock ($12.26),
and (v) expected life of 4.9 years.
Money market accounts were valued using quoted market prices and accordingly were classified as Level 1.
The following table summarizes the Company’s assets and liabilities that are measured at fair value on a recurring basis, by level, within the fair value hierarchy as
of June 30, 2021:
The Company had $36,040 of money market funds included
in cash and cash equivalents as of December 31, 2020. These assets were valued using quoted market prices and accordingly were classified as Level 1. The fair value of the notes payable using Level 2 inputs was deemed to approximate the carrying
value as of December 31, 2020. There were no transfers between fair value measurement levels during the year ended December 31,
2020.
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PROPERTY AND EQUIPMENT, NET |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2021 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
PROPERTY AND EQUIPMENT, NET [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
PROPERTY AND EQUIPMENT, NET |
5. PROPERTY AND EQUIPMENT, NET
Property and equipment, net, are recorded at historical cost and consist of the following:
Depreciation expense amounted to $235 and $225 for the three months ended June 30, 2021 and 2020, respectively, and $448 and $454 for the six months ended June 30, 2021 and 2020, respectively.
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ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES |
6. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
Accrued expenses and other current liabilities consist of the following:
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NOTES PAYABLE |
6 Months Ended |
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Jun. 30, 2021 | |
NOTES PAYABLE [Abstract] | |
NOTES PAYABLE |
7. NOTES PAYABLE
In August 2020, the Company received loan proceeds of $1,749
under the PPP. The Company used the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintains its payroll levels. The Company accounted for the loan as debt.
In connection with the Closing of the Business Combination as discussed in Note 3 “Business Combination”, the Company repaid the loan in full in June 2021. The Company
recognized an insignificant amount of interest expense in the condensed consolidated statements of operations and comprehensive loss related to the loan.
|
CONVERTIBLE PREFERRED STOCK |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
CONVERTIBLE PREFERRED STOCK [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
CONVERTIBLE PREFERRED STOCK |
8. CONVERTIBLE PREFERRED STOCK
The Company had issued five series of convertible
preferred stock, Series A through Series E (the “Convertible Preferred Stock”). The following table summarizes the authorized, issued and outstanding Convertible Preferred Stock of the Company immediately prior to the Business Combination and as of
December 31, 2020:
Prior to the completion of the Business Combination on the Closing, there were no significant changes to the terms of the Convertible Preferred Stock as compared to
December 31, 2020. Upon the Closing of the Business Combination, the Convertible Preferred Stock converted into Class A and Class B common stock based on the Business Combination’s Exchange Ratio of 0.7975 of the Company’s shares for each Legacy Quantum-Si share. The Company recorded the conversion at the carrying value of the Convertible Preferred Stock at the time of
the Closing. There are no shares of Convertible Preferred Stock outstanding as of June 30, 2021.
|
EQUITY INCENTIVE PLAN |
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Jun. 30, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
EQUITY INCENTIVE PLAN [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
EQUITY INCENTIVE PLAN |
9. EQUITY INCENTIVE PLAN
The Company’s 2013 Employee, Director and Consultant Equity Incentive Plan, as amended on March 12, 2021 (the “Plan”), was originally adopted by its Board of Directors
and stockholders in September 2013. A summary of the Company's stock option and restricted stock activity under the Plan is presented in the tables below.
In connection with the Closing of the Business Combination, the Company adjusted the equity awards as described in Note 3 “Business Combination”. The adjustments to
the awards did not result in incremental expense as the equitable adjustments were made pursuant to a preexisting nondiscretionary antidilution provision in the Plan, and the fair-value, vesting conditions, and classification are the same
immediately before and after the modification. In connection with the Business Combination, HighCape’s stockholders approved and adopted the Quantum-Si Incorporated 2021 Equity Incentive Plan (the “2021 Plan”). The 2021 Plan provides for grants of
stock options, stock appreciation rights, restricted stock, restricted stock units, and other stock or cash-based awards. Directors, officers and other employees of the Company and its subsidiaries, as well as others performing consulting or
advisory services for the Company, are eligible for grants under the 2021 Plan.
Stock option activity
During the six months ended June 30, 2021, the Company granted 2,414,599
option awards subject to service and/or performance conditions. The service condition requires the participant's continued employment with the Company through the applicable vesting date, and the performance condition requires the consummation of a
contemplated Business Combination defined in the option award agreement. For options with performance conditions, stock-based compensation expense is only recognized if the performance conditions become probable to be satisfied. As the performance
condition is a Business Combination, the performance condition would only become probable once the Business Combination was consummated. Accordingly, as the Business Combination was consummated during the six months ended June 30, 2021, the Company
recorded stock-based compensation expense of $1,343 related to these option awards.
A summary of the stock option activity under the Plan is presented in the table below:
Restricted stock unit activity
During the six months ended June 30, 2021, the Company granted 4,845,365
restricted stock unit (“RSU”) awards subject to service, performance and/or market conditions. The RSU awards include 1,703,460 and 170,346 RSU awards to the Company’s Chief Executive Officer and General Counsel, respectively, subject to service and performance conditions, 1,800,000 RSU awards to the Executive Chairman of the Company and two members of the board of directors subject to service and/or performance conditions, and 453,777
RSU awards to the Company’s Chief Executive Officer subject to service, market and performance conditions. The service condition requires the participant's continued employment with the Company through the applicable vesting date, and the
performance condition requires the consummation of a contemplated Business Combination or financing transaction defined in the award agreement. The market condition requires that the Company's Class A common stock subsequent to the Business
Combination trades above a specified level for a defined period of time, or that a subsequent financing transaction meets defined pricing thresholds and that the Company's common stock subsequent to the Business Combination trades above a specified
level for a defined period of time. For RSU awards with performance conditions, stock-based compensation expense is only recognized if the performance conditions become probable to be satisfied. As the performance condition is a business
combination or financing transaction, the performance condition would only become probable once a business combination or financing transaction was consummated. Accordingly, as the Business Combination was consummated during the six months ended
June 30, 2021, the Company recorded stock-based compensation expense of $7,393 related to these RSU awards.
A summary of the RSU activity under the Plan is presented in the table below:
The Company’s stock-based compensation expense is allocated to the following operating expense categories as follows:
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NET LOSS PER SHARE |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
NET LOSS PER SHARE [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
NET LOSS PER SHARE |
10. NET LOSS PER SHARE
Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock of the Company outstanding during the period.
Diluted net loss per share is computed by giving effect to all common share equivalents of the Company, including outstanding Convertible Preferred Stock and stock options, to the extent dilutive. Basic and diluted net loss per share was the same
for each period presented as the inclusion of all common share equivalents would have been anti-dilutive.
The following table presents the calculation of basic and diluted net loss per share for the Company’s common stock:
Since the Company was in a net loss position for all periods presented, the basic net loss per shares calculation excludes preferred stock as it does not participate
in net losses of the Company. Additionally, net loss per share attributable to Class A and Class B common stockholders was the same on a basic and diluted basis, as the inclusion of all potential common equivalent shares outstanding would have
been anti-dilutive. Anti-dilutive common equivalent shares were as follows:
|
WARRANT LIABILITIES |
6 Months Ended |
---|---|
Jun. 30, 2021 | |
WARRANT LIABILITIES [Abstract] | |
WARRANT LIABILITIES |
11. WARRANT LIABILITIES
Public Warrants
As of June 30, 2021, there were an aggregate of 3,833,319
outstanding Public Warrants, which entitle the holder to acquire Class A common stock. Each whole warrant entitles the registered holder to purchase one
share of Class A common stock at an exercise price of $11.50 per share, subject to adjustment as discussed below, beginning on September
9, 2021. The warrants will expire on June 10, 2026 or earlier upon redemption or liquidation.
Redemptions
At any time while the warrants are exercisable, the Company may redeem not less than all of the outstanding Public Warrants:
• in whole and not in part;
• at a price of $0.01 per warrant;
• upon not less than 30 days’ prior written notice
of redemption (the “30-day redemption period”) to each warrant holder; and
• if, and only if, the closing price of the Company’s common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending
business days before the Company sends the notice of redemption to the warrant holders.If the foregoing conditions are satisfied and the Company issues a notice of redemption of the Public Warrants at $0.01 per warrant, each holder of Public Warrants will be entitled to exercise his, her or its Public Warrants prior to the scheduled redemption date.
If the Company calls the Public Warrants for redemption for $0.01
as described above, the Company’s Board of Directors may elect to require any holder that wishes to exercise his, her or its Public Warrants to do so on a “cashless basis.” If the Company’s Board of Directors makes such election, all holders of
Public Warrants would pay the exercise price by surrendering their warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the
warrants, multiplied by the excess of the “fair market value” over the exercise price of the warrants by (y) the “fair market value”. For purposes of the redemption provisions of the warrants, the “fair market value” means the average last
reported sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the
notice of redemption is sent to the holders of warrants.
The Company evaluated the Public Warrants under ASC 815-40, in conjunction with the SEC Division of Corporation Finance’s April 12, 2021 Public Statement, Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”) (the “SEC Statement”), and concluded that they do not meet the criteria to be
classified in stockholders’ equity. Specifically, the exercise of the warrants may be settled in cash upon the occurrence of a tender offer or exchange offer in which the maker of the tender offer or exchange offer, upon completion of the tender
offer or exchange offer, beneficially owns more than 50% of the outstanding shares of the Company’s Class A common stock, even if it
would not result in a change of control of the Company. This provision would preclude the warrants from being classified in equity and thus the warrants should be classified as a liability.
Private Warrants
As of June 30, 2021, there were 135,000 Private
Warrants outstanding. The Private Warrants are identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its permitted transferees, (i) the Private Warrants and the shares of Class A common stock issuable upon
the exercise of the Private Warrants were not transferable, assignable or saleable until 30 days after the completion of the Business
Combination, (ii) the Private Warrants will be exercisable for cash or on a cashless basis, at the holder’s option, and (iii) the Private Warrants are not subject to the Company’s redemption option at the price of $0.01 per warrant. The Private Warrants are subject to the Company’s redemption option at the price of $0.01 per warrant, provided that the other conditions of such redemption are met, as described above. If the Private Warrants are held by a holder other than the Sponsor or any
of its permitted transferees, the Private Warrants will be redeemable by the Company in all redemption scenarios applicable to the Public Warrants and exercisable by such holders on the same basis as the Public Warrants.
The Company evaluated the Private Warrants under ASC 815-40, in conjunction with the SEC Statement, and concluded that they do
not meet the criteria to be classified in stockholders’ equity. Specifically, the terms of the warrants provide for potential changes to the settlement amounts dependent upon the characteristics of the warrant holder, and, because the holder of a
warrant is not an input into the pricing of a fixed-for-fixed option on equity shares, such provision would preclude the warrant from being classified in equity and thus the warrant should be classified as a liability.
The fair value of warrant liabilities as of the Closing of the Business Combination was $11,618. The Company recognized a loss of $3,533 as a change in fair value
of warrant liabilities from June 10, 2021 to June 30, 2021 in the condensed consolidated statement of operations and comprehensive loss for the three and six months ended June 30, 2021. There were no exercises or redemptions of the Public Warrants or Private Warrants during the three and six months ended June 30, 2021.
|
INCOME TAXES |
6 Months Ended |
---|---|
Jun. 30, 2021 | |
INCOME TAXES [Abstract] | |
INCOME TAXES |
12. INCOME TAXES
Income taxes for the three and six months ended June 30, 2021 and 2020 are recorded at the Company’s estimated annual effective income tax rate, subject to adjustments
for discrete events, if they occur. The Company’s estimated annual effective tax rate was 0.0% for the three and six months ended
June 30, 2021 and 2020. The primary reconciling items between the federal statutory rate of 21.0% for these periods and the
Company’s overall effective tax rate of 0.0% were related to the effects of deferred state income taxes, nondeductible stock-based
compensation, research and development credits, and the valuation allowance recorded against the full amount of its net deferred tax assets.
A valuation allowance is required when it is more likely than not that some portion or all of the Company’s deferred tax assets will not be realized. The realization
of deferred tax assets depends on the generation of sufficient future taxable income during the period in which the Company’s related temporary differences become deductible. The Company has recorded a full valuation allowance against its net
deferred tax assets as of June 30, 2021 and 2020 since management believes that based on the earnings history of the Company, it is more likely than not that the benefits of these assets will not be realized.
|
RELATED PARTY TRANSACTIONS |
6 Months Ended |
---|---|
Jun. 30, 2021 | |
RELATED PARTY TRANSACTIONS [Abstract] | |
RELATED PARTY TRANSACTIONS |
13. RELATED PARTY TRANSACTIONS
The Company utilizes and subleases office and laboratory space in a building owned by a related party. The Company paid $81 and $161 for this space for the three and six months
ended June 30, 2021 and 2020, respectively.
The Company utilizes and subleases other office and laboratory spaces from 4Catalyzer Corporation (“4C”), a company under common ownership. The Company paid $80 and $35 for these spaces for the three
months ended June 30, 2021 and 2020, respectively, and $153 and $81 for these spaces for the six months ended June 30, 2021 and 2020, respectively.
The Company also made payments to 4C to prefund the acquisition of certain shared capital assets, reflected in Other assets - related party on the condensed
consolidated balance sheets of $0 and $738
at June 30, 2021 and December 31, 2020, respectively.
The Company was a party to an Amended and Restated Technology Services Agreement (the “ARTSA”), most recently amended on November 11, 2020, by and among 4C, the
Company and other participant companies controlled by the Rothberg family. The Company entered into a First Addendum to the ARTSA on February 17, 2021 pursuant to which the Company agreed to terminate its participation under the ARTSA no later than
immediately prior to the Effective Time of the Business Combination, resulting in the termination of the Company’s participation under the ARTSA on June 10, 2021. In connection with the termination of the Company’s participation under the ARTSA,
the Company terminated its lease agreement with 4C and negotiated an arm’s length lease agreement. As a result, the Company wrote off Other assets – related party of $700 which was recorded in General and administrative in the condensed consolidated statements of operations and comprehensive loss for the three and six months ended June 30, 2021. Under the ARTSA, the Company
and the other participant companies had agreed to share certain non-core technologies, which means any technologies, information or equipment owned or otherwise controlled by the participant company that are not specifically related to the core
business area of the participant and subject to certain restrictions on use. The ARTSA also provided for 4C to perform certain services for the Company and each other participant company such as monthly administrative, management and technical
consulting services to the Company which were pre-funded approximately once per quarter. The Company incurred expenses of $1,044 and $297 during the three months ended June 30, 2021 and 2020, respectively, and $1,579 and $677 during the six months ended June 30, 2021 and
2020, respectively. The amounts advanced and due from 4C at June 30, 2021 and December 31, 2020, related to operating expenses was $0 and
$13, respectively, and are included in Due from related parties on the condensed consolidated balance sheets.
The ARTSA also provided for the participant companies to provide other services to each other. The Company also had transactions with other entities under common
ownership, which included payments made to third parties on behalf of the Company. The amounts remaining payable at June 30, 2021 and December 31, 2020 were $32 and $28, respectively, and are included in the Due to related parties on the Company’s condensed
consolidated balance sheets. In addition, the Company had transactions with these other entities under common ownership which included payments made by the Company to third parties on behalf of the other entities. The amounts remaining payable at
June 30, 2021 and December 31, 2020 are in the aggregate $150 and $69, respectively, and are reflected in the Due from related parties on the Company’s condensed consolidated balance sheets. All amounts were paid or received throughout the
year within 30 days after the end of each month.
The Company had promissory notes with the President and Chief Operating Officer and other Company employees in amounts totaling $0 and $150 as of June 30, 2021 and
December 31, 2020, respectively.
|
COMMITMENTS AND CONTINGENCIES |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2021 | |||||||||||||||||||||||||||||||||||||||||
COMMITMENTS AND CONTINGENCIES [Abstract] | |||||||||||||||||||||||||||||||||||||||||
COMMITMENTS AND CONTINGENCIES |
14. COMMITMENTS AND CONTINGENCIES
Commitments
Capital leases:
The Company operates equipment under a capital lease-to-own agreement. The total value of the equipment acquired through capital lease arrangements was $124. Total interest expense was $0 and $2 during the three months ended June 30, 2021 and 2020, respectively, and $1 and $4 during the six months ended June 30, 2021 and 2020,
respectively. As of June 30, 2021, there was no remaining unamortized balance of the lease obligation.
Operating leases:
In June 2021, the Company entered into an operating lease for a facility in San Diego, California. The lease commences in September 2021. Minimum rental payments
under operating leases are recognized on a straight-line basis over the term of the lease.
The following is a schedule of future minimum rental payments under a non-cancelable operating lease with initial terms in excess of one year:
Licenses related to certain intellectual property:
The Company licenses certain intellectual property, some of which may be utilized in its future product offering. To preserve the right to use such intellectual
property, the Company is required to make annual minimum fixed payments totaling $220. Once the Company commercializes its product and
begins to generate revenues, there will be royalties payable by the Company based on the current anticipated utilization.
Other commitments:
The Company sponsors a 401(k) defined contribution plan covering all eligible U.S. employees. Contributions to the 401(k) plan are discretionary. The Company did not make any matching contributions to the 401(k) plan for the three and six months ended June 30, 2021 and 2020.
Contingencies
The Company does not have any outstanding or ongoing litigation and legal matters.
The Company enters into agreements that contain indemnification provisions with other parties in the ordinary course of business, including business partners,
investors, contractors, and the Company’s officers, directors and certain employees. The Company has agreed to indemnify and defend the indemnified party claims and related losses suffered or incurred by the indemnified party from actual or
threatened third-party claims because of the Company’s activities or non-compliance with certain representations and warranties made by the Company. It is not possible to determine the maximum potential loss under these indemnification provisions
due to the Company’s limited history of prior indemnification claims and the unique facts and circumstances involved in each particular provision. To date, losses recorded in the Company’s condensed consolidated statements of operations and
comprehensive loss in connection with the indemnification provisions have not been material.
On March 29, 2021, the Company entered into an agreement with a third-party service provider pursuant to which the Company paid $3,800, which is recorded in General and administrative in the condensed consolidated statements of operations and comprehensive loss for the three
and six months ended June 30, 2021, in connection with the Closing of the Business Combination as discussed in Note 3 “Business Combination.”
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) |
6 Months Ended | ||||||
---|---|---|---|---|---|---|---|
Jun. 30, 2021 | |||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |||||||
Basis of Presentation and Principles of Consolidation |
Basis of Presentation and Principles of Consolidation
The accompanying condensed consolidated financial statements include the accounts of the Company and have been prepared in accordance with accounting principles
generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Certain information and
note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations.
These condensed consolidated financial statements should be read in conjunction with the financial statements and notes included in the Legacy Quantum-Si audited
financial statements as of and for the years ended December 31, 2020 and 2019. The condensed consolidated balance sheet as of December 31, 2020 included herein was derived from the audited financial statements as of that date, but does not include
all disclosures, including certain notes required by U.S. GAAP, on an annual reporting basis.
In the opinion of management, the accompanying condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the
financial position, results of operations, and cash flows for the interim periods. The results for the three and six months ended June 30, 2021 are not necessarily indicative of the results to be expected for any subsequent quarter, the year ending
December 31, 2021, or any other period.
Except as described elsewhere in this Note 2 under the heading “Recently Issued Accounting Pronouncements” and Note 3 “Business Combination”, there have been no
material changes to the Company’s significant accounting policies as described in the Legacy Quantum-Si audited financial statements as of and for the years ended December 31, 2020 and 2019.
|
||||||
Concentration of Credit Risk |
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash and cash equivalents. At June 30, 2021 and
December 31, 2020, substantially all of the Company’s cash and cash equivalents were invested in money market accounts at one financial institution. The Company also maintains balances in various operating accounts above federally insured limits.
The Company has not experienced any losses on such accounts and does not believe it is exposed to any significant credit risk on cash and cash equivalents.
|
||||||
Use of Estimates |
Use of Estimates
The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions about future
events that affect the amounts reported in its condensed consolidated financial statements and accompanying notes. Future events and their effects cannot be determined with certainty. On an ongoing basis, management evaluates these estimates and
assumptions. Significant estimates and assumptions included:
The Company bases these estimates on historical and anticipated results and trends and on various other assumptions that the Company believes are reasonable under the
circumstances, including assumptions as to future events. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates, and any such differences may be material to the Company’s
condensed consolidated financial statements.
|
||||||
Impairment of Long-Lived Assets |
Impairment of Long-Lived Assets
The Company reviews its long-lived assets for impairment at least annually or when the Company determines a triggering event has occurred. When a triggering event has
occurred, each impairment test is based on a comparison of the future expected undiscounted cash flow to the recorded value of the asset. If the recorded value of the asset is less than the undiscounted cash flow, the asset is written down to its
estimated fair value. No impairments were recorded for the three and six months ended June 30, 2021 and 2020.
|
||||||
Warrant Liabilities |
Warrant Liabilities
The Company’s outstanding warrants include publicly-traded warrants (the “Public Warrants”) which were issued as Derivatives and
Hedging-Contracts in Entity’s Own Equity (“ASC 815-40”), and concluded that they do not meet the criteria to be classified in stockholders’ equity. Since the Public Warrants and Private Warrants meet the definition of a derivative under
ASC 815-40, the Company recorded these warrants as long-term liabilities on the balance sheet at fair value upon the Closing of the Business Combination, with subsequent changes in their respective fair values recognized in the condensed
consolidated statements of operations and comprehensive loss at each reporting date.
of one redeemable warrant per unit issued during the Company’s initial public offering on September 9, 2020 (the “IPO”), and warrants sold in a private placement (the
“Private Warrants”) to HighCape’s sponsor, HighCape Capital Acquisition LLC (the “Sponsor”). The Company evaluated its warrants under Accounting Standards Codification (“ASC”) 815-40, |
||||||
Recently Issued Accounting Pronouncements |
Recently Issued Accounting Pronouncements
Accounting pronouncements issued but not yet adopted
In February 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases
(Topic 842), which outlines a comprehensive lease accounting model and supersedes the current lease guidance. The new guidance requires lessees to recognize almost all their leases on the balance sheet by recording a lease liability and
corresponding right-of-use assets. It also changes the definition of a lease and expands the disclosure requirements of lease arrangements. As per the latest ASU 2020-05, Revenue from Contracts with Customers
(Topic 606) and Leases (Topic 842): Effective Dates for Certain Entities, issued by the FASB, entities that have not yet issued or made available for issuance the financial statements as of June 3, 2020 can defer the new guidance for one
year. For public entities, this guidance is effective for annual reporting periods beginning January 1, 2019, including interim periods within that annual reporting period. For the Company, this guidance is effective for annual reporting periods
beginning January 1, 2022, and interim reporting periods within annual reporting periods beginning January 1, 2023. The Company is in the process of evaluating the impact that the adoption of this pronouncement will have on its condensed
consolidated financial statements.
In August 2018, the FASB issued ASU 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing
Arrangement that Is a Service Contract, which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred
to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). For public entities, this guidance is effective for fiscal years beginning January 1, 2020 and interim periods within those fiscal
years. For the Company, this guidance is effective for annual reporting periods beginning January 1, 2021 and interim periods beginning January 1, 2022. The Company is in the process of evaluating the impact that the adoption of this pronouncement
will have on its condensed consolidated financial statements.
In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. ASU
2019-12 is intended to simplify various aspects related to accounting for income taxes. For public entities, this guidance is effective for annual reporting periods beginning January 1, 2021, including interim periods within that annual reporting
period. For the Company, this guidance is effective for annual reporting periods beginning January 1, 2022 and interim reporting periods within annual reporting periods beginning January 1, 2023. The Company is in the process of evaluating the
impact that the adoption of this pronouncement will have on its condensed consolidated financial statements.
In August 2020, the FASB issued ASU 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies the accounting for convertible
instruments by removing the separation models for convertible debt with a cash conversion feature and convertible instruments with a beneficial conversion feature. These changes will reduce reported interest expense and increase reported net income
for entities that have issued a convertible instrument that was bifurcated according to previously existing rules. ASU 2020-06 also requires the application of the if-converted method for calculating diluted earnings per share and the treasury
stock method will be no longer available. For public entities, this guidance is effective for annual reporting periods beginning January 1, 2022, including interim periods within that annual reporting period. For the Company, this guidance is
effective for annual reporting periods beginning January 1, 2024, and interim reporting periods within annual reporting periods beginning January 1, 2024, with early adoption permitted. The Company is in the process of evaluating the impact that
the adoption of this pronouncement will have on its condensed consolidated financial statements.
|
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2021 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
FAIR VALUE OF FINANCIAL INSTRUMENTS [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Assets and Liabilities Measured at Fair Value on Recurring Basis |
The following table summarizes the Company’s assets and liabilities that are measured at fair value on a recurring basis, by level, within the fair value hierarchy as
of June 30, 2021:
|
PROPERTY AND EQUIPMENT, NET (Tables) |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2021 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
PROPERTY AND EQUIPMENT, NET [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Property and Equipment, Net |
Property and equipment, net, are recorded at historical cost and consist of the following:
|
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued Expenses and Other Current Liabilities |
Accrued expenses and other current liabilities consist of the following:
|
CONVERTIBLE PREFERRED STOCK (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
CONVERTIBLE PREFERRED STOCK [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Preferred Stock |
The Company had issued five series of convertible
preferred stock, Series A through Series E (the “Convertible Preferred Stock”). The following table summarizes the authorized, issued and outstanding Convertible Preferred Stock of the Company immediately prior to the Business Combination and as of
December 31, 2020:
|
EQUITY INCENTIVE PLAN (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
EQUITY INCENTIVE PLAN [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock Option Activity |
A summary of the stock option activity under the Plan is presented in the table below:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Restricted Stock Activity |
A summary of the RSU activity under the Plan is presented in the table below:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-Based Compensation Expense |
The Company’s stock-based compensation expense is allocated to the following operating expense categories as follows:
|
NET LOSS PER SHARE (Tables) |
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2021 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
NET LOSS PER SHARE [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Basic and Diluted Net Loss Per Share |
The following table presents the calculation of basic and diluted net loss per share for the Company’s common stock:
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Anti-Dilutive Common Equivalent Shares |
Since the Company was in a net loss position for all periods presented, the basic net loss per shares calculation excludes preferred stock as it does not participate
in net losses of the Company. Additionally, net loss per share attributable to Class A and Class B common stockholders was the same on a basic and diluted basis, as the inclusion of all potential common equivalent shares outstanding would have
been anti-dilutive. Anti-dilutive common equivalent shares were as follows:
|
COMMITMENTS AND CONTINGENCIES (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2021 | |||||||||||||||||||||||||||||||||||||||||
COMMITMENTS AND CONTINGENCIES [Abstract] | |||||||||||||||||||||||||||||||||||||||||
Future Minimum Rental Payments under Non-cancelable Operating Lease |
The following is a schedule of future minimum rental payments under a non-cancelable operating lease with initial terms in excess of one year:
|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended | |||
---|---|---|---|---|---|
Jun. 30, 2021 |
Jun. 30, 2020 |
Jun. 30, 2021 |
Jun. 30, 2020 |
Sep. 09, 2020 |
|
Impairment of Long-Lived Assets [Abstract] | |||||
Impairments | $ 0 | $ 0 | $ 0 | $ 0 | |
Warrant Liabilities [Abstract] | |||||
Number of warrants issued per unit issued during IPO (in shares) | 0.33 |
PROPERTY AND EQUIPMENT, NET (Details) - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended | |||
---|---|---|---|---|---|
Jun. 30, 2021 |
Jun. 30, 2020 |
Jun. 30, 2021 |
Jun. 30, 2020 |
Dec. 31, 2020 |
|
Property and Equipment, Net [Abstract] | |||||
Property and equipment, gross | $ 6,537 | $ 6,537 | $ 5,228 | ||
Less: Accumulated depreciation | (3,680) | (3,680) | (3,232) | ||
Property and equipment, net | 2,857 | 2,857 | 1,996 | ||
Depreciation and amortization expense | 235 | $ 225 | 448 | $ 454 | |
Laboratory Equipment [Member] | |||||
Property and Equipment, Net [Abstract] | |||||
Property and equipment, gross | 5,322 | 5,322 | 4,245 | ||
Computer Equipment [Member] | |||||
Property and Equipment, Net [Abstract] | |||||
Property and equipment, gross | 903 | 903 | 765 | ||
Software [Member] | |||||
Property and Equipment, Net [Abstract] | |||||
Property and equipment, gross | 156 | 156 | 136 | ||
Furniture and Fixtures [Member] | |||||
Property and Equipment, Net [Abstract] | |||||
Property and equipment, gross | 47 | 47 | 47 | ||
Construction in Process [Member] | |||||
Property and Equipment, Net [Abstract] | |||||
Property and equipment, gross | $ 109 | $ 109 | $ 35 |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands |
Jun. 30, 2021 |
Dec. 31, 2020 |
---|---|---|
Accounts Payable and Accrued Liabilities, Current [Abstract] | ||
Salary and bonus | $ 1,347 | $ 511 |
Contracted service | 1,592 | 399 |
Legal fees | 985 | 447 |
Other | 22 | 68 |
Total accrued expenses and other current liabilities | $ 3,946 | $ 1,425 |
NOTES PAYABLE (Details) - USD ($) $ in Thousands |
6 Months Ended | ||
---|---|---|---|
Aug. 31, 2020 |
Jun. 30, 2021 |
Jun. 30, 2020 |
|
NOTES PAYABLE [Abstract] | |||
Loan proceeds received | $ 1,749 | $ 0 | $ 884 |
EQUITY INCENTIVE PLAN, Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2021 |
Jun. 30, 2020 |
Jun. 30, 2021 |
Jun. 30, 2020 |
|
Stock-Based Compensation Expense [Abstract] | ||||
Stock-based compensation expense | $ 9,987 | $ 466 | $ 10,444 | $ 1,108 |
Research and Development [Member] | ||||
Stock-Based Compensation Expense [Abstract] | ||||
Stock-based compensation expense | 2,483 | 328 | 2,823 | 862 |
General and Administrative [Member] | ||||
Stock-Based Compensation Expense [Abstract] | ||||
Stock-based compensation expense | 7,252 | 47 | 7,292 | 96 |
Sales and Marketing [Member] | ||||
Stock-Based Compensation Expense [Abstract] | ||||
Stock-based compensation expense | $ 252 | $ 91 | $ 329 | $ 150 |
INCOME TAXES (Details) |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2021 |
Jun. 30, 2020 |
Jun. 30, 2021 |
Jun. 30, 2020 |
|
INCOME TAXES [Abstract] | ||||
Estimated annual effective tax rate | 0.00% | 0.00% | 0.00% | 0.00% |
Federal statutory rate | 21.00% | 21.00% | 21.00% | 21.00% |
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2021 |
Jun. 30, 2020 |
Jun. 30, 2021 |
Jun. 30, 2020 |
|
Capital Leases [Abstract] | ||||
Value of equipment acquired through capital lease arrangements | $ 124 | $ 124 | ||
Interest expense under capital lease arrangements | 0 | $ 2 | 1 | $ 4 |
Unamortized balance of equipment acquired through capital lease arrangements | 0 | 0 | ||
Future Minimum Lease Payments under Non-cancelable Operating Lease [Abstract] | ||||
Remainder of 2021 | 264 | 264 | ||
2022 | 1,186 | 1,186 | ||
2023 | 1,463 | 1,463 | ||
2024 | 1,507 | 1,507 | ||
2025 | 1,552 | 1,552 | ||
Thereafter | 3,245 | 3,245 | ||
Total future minimum rental payments | 9,217 | 9,217 | ||
Licenses Related to Certain Intellectual Property [Abstract] | ||||
Annual minimum fixed payments | 220 | 220 | ||
Other Commitments [Abstract] | ||||
Employer matching contributions to 401(k) plan | 0 | $ 0 | 0 | $ 0 |
HighCape [Member] | ||||
Contingencies [Abstract] | ||||
Payment to third party service provider in connection with Business Combination | $ 3,800 | $ 3,800 |
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