0000950170-23-060255 | 10-Q | XBRL Viewer

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Revenue

9 Months Ended

Sep. 30, 2023

Revenue from Contract with Customer [Abstract]

Revenue

Note 3. Revenue

The Company disaggregates revenue by the following four customer types:

•

Pharma tests and services includes sales of testing services and data analytics for clinical trials and research to pharmaceutical companies in support of their drug development programs. Individual contracts typically contemplate a single project and involve a range of tests and analytics deliverables from the Company that are suitable for each particular project.

•

Enterprise sales includes sales of tumor profiling and diagnostic tests directly to other businesses as an input to their products. The Company is typically contracted to deliver specified tests and analytics in high volume over time. Revenue from the Company's partnership with Natera to provide advanced tumor analysis for use in Natera's MRD test makes up substantially all of the revenue in this category.

•

Population sequencing includes sales of genomic sequencing services and data analytics to support large-scale genetic research programs. The Company is typically contracted to deliver whole genome sequencing and provide data that can be used for analysis across a large volume of samples. All of the revenue within this category is from the Company's partnership with the VA MVP.

•

Other includes sales of genomic tests and analytics to universities and non-profits. Other also includes sales of diagnostics tests ordered by healthcare providers for cancer patients.

The following table presents the Company’s revenue disaggregated by customer type (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Pharma tests and services	$	7,997	$	7,333	$	20,413	$	22,152
Enterprise sales		7,812		7,383		24,656		18,390
Population sequencing		2,400		—		8,405		7,556
Other		38		142		332		227
Total revenue	$	18,247	$	14,858	$	53,806	$	48,325

Revenue from countries outside of the United States, based on the billing addresses of customers, represented 7% and 6% of the Company's revenue for each of the three months ended September 30, 2023 and 2022, and 9% and 10% for the nine months ended September 30, 2023 and 2022, respectively.

Contract Assets and Liabilities

Contract assets as of September 30, 2023 and December 31, 2022 were immaterial.

Amounts collected in advance of services being provided are deferred as contract liabilities in the condensed consolidated balance sheets. The associated revenue is recognized, and the contract liability is reduced, as the contracted services are subsequently performed. The balance of contract liabilities was $7.5 million (of which $3.8 million was included within "Long-term liabilities") and $1.3 million as of September 30, 2023 and December 31, 2022, respectively. As of September 30, 2023, amounts related to unsatisfied services under contracts with an original expected duration of more than one year was $5.9 million. The Company expects to recognize approximately $2.1 million of this amount in the next 12 months, and the remaining $3.8 million in the 12 months after that. Revenue recognized that was included in the contract liability balance at the beginning of each reporting period was immaterial and $0.5 million for the three and nine months ended September 30, 2023, and was $0.2 million and $3.7 million for the three and nine months ended September 30, 2022.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-9

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Stock-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Weighted-average grant date fair value of options granted	$ 1.33	$ 3.5	$ 1.82	$ 3.6
Unrecognized stock-based compensation cost of unvested options	$ 8.7		$ 8.7
Unrecognized stock-based compensation of unvested options, recognized over weighted-average period			2 years 2 months 12 days
2019 Employee Stock Purchase Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Common stock shares purchased			468,643	204,775
Performance-Based Stock Option
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Performance-based stock option activity, number of shares	421,000		421,000
Performance-based stock option activity, exercise price	$ 5.10		$ 5.10
Performance-based stock option activity, remaining contractual term			3 months
Performance-based stock option activity, Fully vested and exercisable intrinsic value	$ 0.0		$ 0.0
Restricted Stock Units
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unrecognized stock-based compensation of unvested options, recognized over weighted-average period			2 years 1 month 6 days
Unrecognized stock-based compensation cost of unvested RSUs	$ 11.5		$ 11.5

Balance Sheet Details - Schedule of Accrued and Other Current Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Payables and Accruals [Abstract]
Accrued compensation	$ 8,770	$ 9,008
Operating lease liabilities	$ 7,712	$ 5,391
Operating Lease Liability Current Statement Of Financial Position Extensible List	Accounts payable	Accounts payable
Loans—current portion (Note 6)	$ 403	$ 2,218
Accrued liabilities	1,975	1,700
Employee ESPP contributions	846	543
Accrued taxes	93	123
Customer deposits	22	30
Total accrued and other current liabilities	$ 19,821	$ 19,013

Fair Value Measurements

9 Months Ended

Sep. 30, 2023

Fair Value Disclosures [Abstract]

Fair Value Measurements

Note 5. Fair Value Measurements

The following tables show the Company’s financial assets measured at fair value on a recurring basis and the level of inputs used in such measurements as of September 30, 2023 and December 31, 2022 (in thousands):


	September 30, 2023
	Adjusted Cost		Unrealized Gains		Unrealized Losses			Fair Value		Fair Value Level
Assets
Cash and cash equivalents:
Cash	$	6,860	$	—	$	—		$	6,860
Money market funds		10,900		—		—			10,900	Level 1
Commercial paper		48,490		—		(17	)		48,473	Level 2
U.S. government securities		5,958		1		—			5,959	Level 2
Total cash and cash equivalents		72,208		1		(17	)		72,192
Short-term investments:
U.S. government securities		48,478		1		(8	)		48,471	Level 2
Total short-term investments		48,478		1		(8	)		48,471
Total assets measured at fair value	$	120,686	$	2	$	(25	)	$	120,663


	December 31, 2022
	Adjusted Cost		Unrealized Gains		Unrealized Losses			Fair Value		Fair Value Level
Assets
Cash and cash equivalents:
Cash	$	5,615	$	—	$	—		$	5,615
Money market funds		31,401		—		—			31,401	Level 1
Commercial paper		47,135		—		(15	)		47,120	Level 2
U.S. government securities		4,991		1		—			4,992	Level 2
Total cash and cash equivalents		89,142		1		(15	)		89,128
Short-term investments:
Commercial paper		13,097		—		(51	)		13,046	Level 2
U.S. agency securities		9,445		—		(105	)		9,340	Level 2
U.S. government securities		56,658		1		(515	)		56,144	Level 2
Total short-term investments		79,200		1		(671	)		78,530
Total assets measured at fair value	$	168,342	$	2	$	(686	)	$	167,658

The Company’s marketable debt securities at September 30, 2023 have maturities due in less than six months. No security has been in a continuous unrealized loss position for more than 12 months and the Company does not consider any of its marketable debt securities to be impaired.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 2. Summary of Significant Accounting Policies

Basis of Presentation

The unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim 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. As such, the information included in this Quarterly Report on Form 10-Q should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022.

The condensed consolidated financial statements include the accounts of Personalis, Inc. and its wholly owned subsidiaries, Personalis (UK) Ltd. and Personalis (Shanghai) Ltd. All intercompany balances and transactions have been eliminated in consolidation.

The condensed consolidated financial statements reflect all normal recurring adjustments that are necessary to present fairly the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year ending December 31, 2023.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. The estimates include, but are not limited to, revenue recognition, useful lives assigned to long-lived assets, discount rates for lease accounting, the valuation of stock options, the valuation of stock-based awards, provisions for income taxes, and fair value of lease right-of-use assets. Actual results could differ from these estimates, and such differences could be material to the Company’s consolidated financial position and results of operations.

At-the-Market Equity Offerings

In December 2021, the Company entered into an At-the-Market ("ATM") Sales Agreement (the “Sales Agreement”) with BTIG, LLC (“BTIG”) under which it may offer and sell its common stock having aggregate sales proceeds of up to $100.0 million from time to time through BTIG as its sales agent. BTIG will use commercially reasonable efforts to sell the Company’s common stock from time to time, based upon instructions from the Company (including any price, time or size limits or other customary parameters or conditions the Company may impose). The Company will pay BTIG a commission of up to 3% of the gross sales proceeds of any common stock sold through BTIG under the Sales Agreement. The Company is not obligated to make any sales of common stock under the Sales Agreement.

During the three and nine months ended September 30, 2023, the Company issued and sold 0.4 million shares of its common stock at a weighted-average price of $1.72 per share, and 1.3 million shares of its common stock at a weighted-average price of $1.99 per share, respectively, under the Sales Agreement. During the three and nine months ended September 30, 2023, the Company received $0.7 million and $2.6 million in proceeds, net of commissions, respectively. As of September 30, 2023, up to $97.3 million in aggregate sales of common stock remained available for sale under the Sales Agreement.

Concentration of Credit Risk and Other Risks and Uncertainties

The Company is subject to credit risk from its portfolio of cash and cash equivalents. The Company’s cash and cash equivalents are deposited with high-quality financial institutions. Deposits at these institutions may, at times, exceed federally insured limits. Management believes these financial institutions are financially sound and, accordingly, that minimal credit risk exists.

The Company also invests in investment-grade debt instruments and has policy limits for the amount it can invest in any one type of security, except for securities issued or guaranteed by the U.S. government. The goals of the Company’s investment policy are as follows: preservation of principal; liquidity of investments sufficient to meet cash flow requirements; avoidance of inappropriate concentration and credit risk; competitive after-tax rate of returns; and fiduciary control of cash and investments. Under its investment policy, the Company limits the amounts invested in such securities by credit rating, maturity, investment type, and issuer. As a result, management believes that these financial instruments do not expose the Company to any significant concentrations of credit risk.

The Company purchases various reagents and sequencing materials from sole source suppliers. Any extended interruption in the supply of these materials could result in the Company’s inability to secure sufficient materials to conduct business and meet customer demand.

The Company performs regular reviews of customer activity and associated credit risks and does not require collateral. Historically, the Company has not experienced significant credit losses from accounts receivable. Multiple customers have provided more than 10% of total revenue in the periods presented, or accounted for more than 10% of accounts receivable at each respective balance sheet date, as follows:


	Revenue				Accounts Receivable
	Three Months Ended September 30,		Nine Months Ended September 30,		September 30, 2023	December 31, 2022
	2023	2022	2023	2022
Natera, Inc.	43%	50%	46%	38%	40%	43%
VA MVP	13%	*	16%	16%	*	*
Merck & Co., Inc.	12%	20%	*	12%	16%	*
GSK plc	*	*	*	*	*	12%
Pfizer Inc.	*	*	*	*	*	10%
* Less than 10% of revenue or accounts receivable

Significant Accounting Policies

As of September 30, 2023, the Company’s significant accounting policies are consistent with those discussed in Note 2 - “Summary of Significant Accounting Policies” in its consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

Recent Accounting Pronouncements

New Accounting Pronouncements Adopted

In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which amends the impairment model by requiring entities to use a forward-looking approach based on expected losses to estimate credit losses on certain types of financial instruments, including trade receivables. The accounting update also made minor changes to the impairment model for available-for-sale debt securities. The Company adopted the new guidance as of the beginning of the first quarter of 2023 by means of a cumulative-effect adjustment to opening retained earnings. The adoption did not have a significant impact on the condensed consolidated financial statements.

Fair Value Measurements - Additional Information (Details)	Sep. 30, 2023 USD ($)
Fair Value Disclosures [Abstract]
Unrealized loss position for 12 months or greater on security	$ 0

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (unaudited) - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-In Capital	Accumulated Other Comprehensive Income (Loss)	Accumulated Deficit
Beginning balance at Dec. 31, 2021	$ 310,301	$ 4	$ 557,558	$ (166)	$ (247,095)
Beginning balance, shares at Dec. 31, 2021		44,904,512
Proceeds from exercise of stock options	981	$ 1	980
Proceeds from exercise of stock options, shares		475,687
Proceeds from ESPP	974		974
Proceeds from ESPP, shares		204,775
Restricted stock units vested, shares		370,892
Stock-based compensation	13,646		13,646
Foreign currency translation adjustment	(417)			(417)
Unrealized gain (loss) on available-for-sale debt securities	(839)			(839)
Net loss	(82,247)				(82,247)
Ending balance at Sep. 30, 2022	242,399	$ 5	573,158	(1,422)	(329,342)
Ending balance, shares at Sep. 30, 2022		45,955,866
Beginning balance at Jun. 30, 2022	264,632	$ 5	568,741	(1,264)	(302,850)
Beginning balance, shares at Jun. 30, 2022		45,891,458
Proceeds from exercise of stock options	2		2
Proceeds from exercise of stock options, shares		643
Restricted stock units vested, shares		63,765
Stock-based compensation	4,415		4,415
Foreign currency translation adjustment	(215)			(215)
Unrealized gain (loss) on available-for-sale debt securities	57			57
Net loss	(26,492)				(26,492)
Ending balance at Sep. 30, 2022	242,399	$ 5	573,158	(1,422)	(329,342)
Ending balance, shares at Sep. 30, 2022		45,955,866
Beginning balance at Dec. 31, 2022	218,139	$ 5	579,456	(912)	(360,410)
Beginning balance, shares at Dec. 31, 2022		46,707,084
Proceeds from sales of common stock under ATM facility, net of commissions	2,598		2,598
Proceeds from sales of common stock under ATM facility, net of commissions, shares		1,329,214
Proceeds from exercise of stock options, shares		8
Proceeds from ESPP	909		909
Proceeds from ESPP, shares		468,643
Restricted stock units vested, shares		508,534
Stock-based compensation	10,662		10,662
Foreign currency translation adjustment	(51)			(51)
Unrealized gain (loss) on available-for-sale debt securities	661			661
Net loss	(81,712)				(81,712)
Ending balance at Sep. 30, 2023	151,206	$ 5	593,625	(302)	(442,122)
Ending balance, shares at Sep. 30, 2023		49,013,483
Beginning balance at Jun. 30, 2023	176,086	$ 5	589,418	(313)	(413,024)
Beginning balance, shares at Jun. 30, 2023		48,507,101
Proceeds from sales of common stock under ATM facility, net of commissions	725		725
Proceeds from sales of common stock under ATM facility, net of commissions, shares		429,214
Restricted stock units vested, shares		77,168
Stock-based compensation	3,482		3,482
Foreign currency translation adjustment	(42)			(42)
Unrealized gain (loss) on available-for-sale debt securities	53			53
Net loss	(29,098)				(29,098)
Ending balance at Sep. 30, 2023	$ 151,206	$ 5	$ 593,625	$ (302)	$ (442,122)
Ending balance, shares at Sep. 30, 2023		49,013,483

Balance Sheet Details

9 Months Ended

Sep. 30, 2023

Balance Sheet Related Disclosures [Abstract]

Balance Sheet Details

Note 4. Balance Sheet Details

Inventory and other deferred costs consist of the following (in thousands):


	September 30, 2023		December 31, 2022
Raw materials	$	5,127	$	6,384
Other deferred costs		3,098		2,207
Total inventory and other deferred costs	$	8,225	$	8,591

Property and equipment. Depreciation and amortization expense for the three months ended September 30, 2023 and 2022 was $2.8 million and $1.9 million, respectively, and for the nine months ended September 30, 2023 and 2022 was $8.4 million and $5.5 million, respectively. Accumulated depreciation and amortization was $35.1 million and $26.9 million as of September 30, 2023 and December 31, 2022, respectively.

Restricted cash. The Company’s restricted cash is pledged as collateral for a standby letter of credit related to a property lease. The balance of restricted cash was $1.8 million as of September 30, 2023 and December 31, 2022, and is included in other long-term assets.

Accrued and other current liabilities consist of the following (in thousands):


	September 30, 2023		December 31, 2022
Accrued compensation	$	8,770	$	9,008
Operating lease liabilities		7,712		5,391
Loans—current portion (Note 6)		403		2,218
Accrued liabilities		1,975		1,700
Employee ESPP contributions		846		543
Accrued taxes		93		123
Customer deposits		22		30
Total accrued and other current liabilities	$	19,821	$	19,013

Loans

9 Months Ended

Sep. 30, 2023

Debt Disclosure [Abstract]

Loans

6. Loans

Equipment and Software Loans

In April 2021, the Company entered into a secured payment agreement with a financing entity to finance the purchase of $2.4 million of internal use software licenses and related software maintenance from a vendor. The financing entity and vendor are not related. The Company is obligated to repay the financed amount in three equal payments of $0.8 million in May 2021, May 2022, and May 2023. The payment agreement is noninterest bearing and the Company concluded that such interest rate (zero) did not represent fair and adequate compensation to the financing entity for the use of the related funds. Accordingly, the Company approximated the rate at which it could obtain financing of a similar nature from other sources at the date of the transaction. The resulting imputed interest rate was 7% and was used to establish the present value of the payment agreement. The discount is recognized as interest expense in the condensed consolidated statements of operations over the life of the payment agreement.

The Company entered into two more secured payment agreements in April 2021 and July 2022, with the same financing entity, to finance the purchase of $3.1 million of computer hardware and related hardware maintenance and $1.3 million of internal use software licenses and related ongoing support, respectively. The Company is required to pay three equal payments of $1.0 million in July 2021, June 2022, and June 2023 for the first agreement, and three equal payments of $0.4 million in September 2022, September 2023, and September 2024 for the second agreement. The nature of these agreements and resulting accounting treatment are the same as the payment agreement described in the preceding paragraph, except the imputed interest rate was 9% for the July 2022 agreement.

Repayments are presented as financing cash outflows in the condensed consolidated statements of cash flows. Interest expense for all periods presented was $0.1 million or less. Amounts outstanding under the payment agreements are as follows (in thousands):


	September 30, 2023			December 31, 2022
Principal	$	436		$	2,730
Less: unamortized discount		(33	)		(134	)
Total carrying amount		403			2,596
Less: current portion (included in accrued and other current liabilities)		(403	)		(2,218	)
Long-term portion (included in other long-term liabilities)	$	—		$	378

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
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-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) (Parenthetical) - $ / shares	Sep. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	0	0
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares, issued	49,013,483	46,707,084
Common stock, shares, outstanding	49,013,483	46,707,084

Summary of Significant Accounting Policies - Schedule of Percentage of Revenue and Accounts Receivables from Customers (Details) - Customer Concentration Risk	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Revenue \| Natera Inc.
Summary Of Significant Accounting Policies [Line Items]
Concentration risk percentage	43.00%	50.00%	46.00%	38.00%
Revenue \| VA MVP
Summary Of Significant Accounting Policies [Line Items]
Concentration risk percentage	13.00%		16.00%	16.00%
Revenue \| Merck & Co., Inc.
Summary Of Significant Accounting Policies [Line Items]
Concentration risk percentage	12.00%	20.00%		12.00%
Accounts Receivable \| Natera Inc.
Summary Of Significant Accounting Policies [Line Items]
Concentration risk percentage			40.00%		43.00%
Accounts Receivable \| Merck & Co., Inc.
Summary Of Significant Accounting Policies [Line Items]
Concentration risk percentage			16.00%
Accounts Receivable \| GSK plc
Summary Of Significant Accounting Policies [Line Items]
Concentration risk percentage					12.00%
Accounts Receivable \| Pfizer Inc.
Summary Of Significant Accounting Policies [Line Items]
Concentration risk percentage					10.00%

Revenue - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Disaggregation Of Revenue [Line Items]
Contract liabilities	$ 7.5		$ 7.5		$ 1.3
Contract liability, revenue recognized	0.5	$ 0.2	0.5	$ 3.7
Contract with customer unsatisfied services			$ 5.9
Revenue performance obligation unsatisfied service, period			unsatisfied services under contracts with an original expected duration of more than one year
Long-term Liabilities
Disaggregation Of Revenue [Line Items]
Contract liabilities	$ 3.8		$ 3.8
Customer Concentration Risk \| Revenues \| Maximum \| Significant Customers \| Outside of United States
Disaggregation Of Revenue [Line Items]
Revenue	7.00%	6.00%	9.00%	10.00%

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Cash flows from operating activities:
Net loss	$ (81,712)	$ (82,247)
Adjustments to reconcile net loss to net cash used in operating activities
Stock-based compensation expense	10,662	13,646
Depreciation and amortization	8,389	5,476
Noncash operating lease cost	2,681	3,612
Amortization of premium (discount) on short-term investments	(1,400)	365
Noncash restructuring and other charges	476
Noncash lease impairment expense	5,565
Other	214	(23)
Changes in operating assets and liabilities
Accounts receivable	2,976	4,876
Inventory and other deferred costs	201	(1,935)
Prepaid expenses and other assets	2,080	(357)
Accounts payable	(749)	(1,073)
Accrued and other current liabilities	1,018	(1,632)
Contract liabilities	6,216	(3,685)
Operating lease liabilities	553	9,928
Other long-term liabilities	(10)	(422)
Net cash used in operating activities	(42,840)	(53,471)
Cash flows from investing activities:
Purchases of available-for-sale debt securities	(71,831)	(111,179)
Proceeds from maturities of available-for-sale debt securities	103,955	182,223
Purchases of property and equipment	(7,387)	(40,358)
Net cash provided by investing activities	24,737	30,686
Cash flows from financing activities:
Proceeds from sales of common stock under ATM facility, net of commissions	2,598
Proceeds from loans		1,194
Repayments of loans	(2,292)	(2,293)
Proceeds from issuance of common stock under employee equity plans	909	1,954
Net cash provided by financing activities	1,215	855
Effect of exchange rates on cash, cash equivalents and restricted cash	(48)	(133)
Net decrease in cash, cash equivalents and restricted cash	(16,936)	(22,063)
Cash, cash equivalents, and restricted cash, beginning of period	90,918	107,375
Cash, cash equivalents and restricted cash, end of period	73,982	85,312
Reconciliation of cash, cash equivalents and restricted cash to the condensed consolidated balance sheets:
Cash and cash equivalents	72,192	83,522
Restricted cash, included in other long-term assets	1,790	1,790
Total cash, cash equivalents and restricted cash	$ 73,982	$ 85,312

Commitments and Contingencies

9 Months Ended

Sep. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 9. Commitments and Contingencies

Contingencies

On August 2, 2022, the Company filed a complaint in the U.S. District Court for the District of Colorado (the "District Court") against Foresight Diagnostics Inc. (“Foresight”) for patent infringement. The complaint is based on the Company’s U.S. Patent No. 10,450,611 (the “’611 Patent”), entitled “Personalized Genetic Testing,” our U.S. Patent No. 11,299,783 (the “’783 Patent”), entitled “Methods and Systems For Genetic Analysis,” and our U.S. Patent No. 11,384,394 (the “’394 Patent”), entitled “Methods and Systems for Genetic Analysis.” The ‘611 Patent was granted on October 22, 2019, and relates to methods for personalized genetic testing by performance of sequencing assays on biological samples. The ‘783 Patent was granted on April 12, 2022, and relates to methods for sample processing and data analysis by performance of sequencing assays on biological samples that can aid in the diagnosis, monitoring, treatment, and prevention of one or more diseases. The ‘394 Patent was granted on July 12, 2022, and relates to methods for sample processing and analysis to aid in the diagnosis, monitoring, treatment, and prevention of disease. On August 17, 2022, the Company filed an amended complaint for patent infringement against Foresight. The amended complaint added our U.S. Patent No. 11,408,033 (the “’033 Patent”), entitled “Methods and Systems for Genetic Analysis.” The ‘033 Patent was granted on August 9, 2022, and relates to methods for sample processing and analysis to aid in the diagnosis, monitoring, treatment, and prevention of disease. The Company is seeking remedies including injunctive relief, damages and costs. On October 12, 2022, Foresight filed its answer and counterclaims in the matter, seeking declaratory judgment and alleging that its solid tumor recurrence test does not infringe the Company’s asserted patents and that the claims of our asserted patents are invalid and/or unenforceable. On November 2, 2022, the Company filed its answer to Foresight’s counterclaims. The Company intends to vigorously defend against these counterclaims.

Between November 30, 2022 and February 10, 2023, inclusive, Foresight filed four inter partes review petitions with the USPTO, seeking to invalidate the four patents that we are asserting against Foresight in our first patent infringement action. Also on November 30, 2022, Foresight filed a motion to stay our first patent infringement action in the District Court pending the resolution of the inter partes review proceedings that Foresight has requested. On January 24, 2023, the District Court granted Foresight’s motion to stay. On June 13, 2023, the USPTO issued decisions granting inter partes reviews of the '394 and '033 Patents. On August 8, 2023, the USPTO issued decisions granting inter partes reviews of the '611 and '783 Patents.

On June 26, 2023, the Company filed a second complaint in the District Court against Foresight for patent infringement. The complaint is based on the Company’s U.S. Patent No. 11,584,968 (the “’968 Patent”), entitled “Methods For Using Mosaicism in Nucleic Acids Sampled Distal to Their Origin,” our U.S. Patent No. 11,649,507 (the “’507 Patent”), entitled “Methods for Using Mosaicism in Nucleic Acids Sampled Distal to Their Origin,” and our U.S. Patent No. 11,643,685 (the “’685 Patent”), entitled “Methods and Systems For Genetic Analysis.” The ’968 Patent was granted on February 21, 2023, and relates to methods for improving detection and monitoring of human diseases. The ’507 Patent was granted on May 16, 2023, and relates to methods for detection and monitoring of human disease by providing spatial or developmental localization of mutations within the body which is used in monitoring states of health in tissues of the body. The ’685 Patent was granted on May 9, 2023, and relates to methods for sample processing and analysis to aid in the diagnosis, monitoring, treatment, and prevention of disease. The Company is seeking remedies including injunctive relief, damages and costs. On August 10, 2023, Foresight filed a motion to dismiss the Company’s second complaint. On August 31, 2023, the Company filed a response to Foresight’s motion and also filed an amended complaint. On September 6, 2023, the District Court denied Foresight’s motion as moot in light of the Company’s amended complaint. On September 14, 2023, Foresight filed its answer and counterclaims in the matter, seeking declaratory judgment and alleging that its solid tumor recurrence test does not infringe the Company’s asserted patents in the Company’s second patent infringement action and that the Company’s asserted patents in that action are invalid and/or unenforceable. On October 5, 2023, the Company filed its answer to Foresight’s counterclaims. The Company intends to vigorously defend against these counterclaims.

On October 20, 2023, Foresight filed a motion to consolidate the Company’s two patent infringement actions in the District Court, and if consolidated, to maintain the stay as to all of the Company’s asserted patents pending the resolution of the first four inter partes review proceedings and the three additional inter partes review petitions that Foresight alleges it will file as soon as it is permitted by statute to do so, seeking to invalidate the three patents that the Company is asserting against Foresight in the Company’s second patent infringement action. The Company intends to file its opposition to Foresight’s motion to consolidate and stay the infringement actions on or before November 13, 2023.

Litigation is inherently unpredictable, and, except for events that have already occurred, it is too early in the foregoing proceedings to predict the outcome of these proceedings, or any impact they may have on us. As such, the estimated financial effect associated with this complaint cannot be made as of the date of filing of this Quarterly Report on Form 10-Q. Litigation is a significant ongoing expense with an uncertain outcome and may in the future be a material expense for us. Management believes this investment is important to protect our intellectual property position, even recognizing the uncertainty of the outcome.

The Company is also subject to claims and assessments from time to time in the ordinary course of business. Accruals for litigation and loss contingencies are reflected in the consolidated financial statements based on management’s assessment, including the advice of legal counsel, of the expected outcome of litigation or other dispute resolution proceedings and/or the expected resolution of contingencies. Liabilities for estimated losses are accrued if the potential losses from any claims or legal proceedings are considered probable and the amounts can be reasonably estimated. Significant judgment is required in both the determination of probability of loss and the determination as to whether the amount can be reasonably estimated. Accruals are based only on information available at the

time of the assessment due to the uncertain nature of such matters. As additional information becomes available, management reassesses potential liabilities related to pending claims and litigation and may revise its previous estimates, which could materially affect the Company’s consolidated results of operations in a given period. Except for the matter described in the first four paragraphs of this Note 9, as of September 30, 2023, the Company was not involved in any material adverse legal proceedings.

Indemnification

In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties and provide for general indemnifications. The Company’s exposure under these agreements is unknown because it involves claims that may be made against the Company in the future, but that have not yet been made. To date, the Company has not paid any claims or been required to defend any action related to its indemnification obligations. However, the Company may record charges in the future as a result of these indemnification obligations.

Summary of Significant Accounting Policies - Schedule of Percentage of Revenue and Accounts Receivables from Customers (Parenthetical) (Details) - Maximum - Customer	9 Months Ended
	Sep. 30, 2023
Accounts Receivable
Summary Of Significant Accounting Policies [Line Items]
Concentration risk percentage	10.00%
Revenue
Summary Of Significant Accounting Policies [Line Items]
Concentration risk percentage	10.00%

Revenue - Additional Information (Details 1) $ in Millions	Sep. 30, 2023 USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-10-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation, amount	$ 2.1
Remaining performance obligation, expected time of satisfaction	12 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-10-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation, amount	$ 3.8
Remaining performance obligation, expected time of satisfaction	12 months

Document And Entity Information - shares	9 Months Ended
Document And Entity Information - shares	Sep. 30, 2023	Oct. 30, 2023
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3
Entity Registrant Name	Personalis, Inc.
Entity Central Index Key	0001527753
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Common Stock, Shares Outstanding		49,031,396
Entity Current Reporting Status	Yes
Entity Shell Company	false
Entity File Number	001-38943
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	27-5411038
Entity Address, Address Line One	6600 Dumbarton Circle
Entity Address, City or Town	Fremont
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94555
City Area Code	650
Local Phone Number	752-1300
Entity Interactive Data Current	Yes
Document Quarterly Report	true
Document Transition Report	false
Title of 12(b) Security	Common Stock, par value $0.0001
Trading Symbol	PSNL
Security Exchange Name	NASDAQ

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2023

Fair Value Disclosures [Abstract]

Schedule of Financial Assets Measured at Fair Value on Recurring Basis and Level of Inputs used in such Measurements


	September 30, 2023
	Adjusted Cost		Unrealized Gains		Unrealized Losses			Fair Value		Fair Value Level
Assets
Cash and cash equivalents:
Cash	$	6,860	$	—	$	—		$	6,860
Money market funds		10,900		—		—			10,900	Level 1
Commercial paper		48,490		—		(17	)		48,473	Level 2
U.S. government securities		5,958		1		—			5,959	Level 2
Total cash and cash equivalents		72,208		1		(17	)		72,192
Short-term investments:
U.S. government securities		48,478		1		(8	)		48,471	Level 2
Total short-term investments		48,478		1		(8	)		48,471
Total assets measured at fair value	$	120,686	$	2	$	(25	)	$	120,663


	December 31, 2022
	Adjusted Cost		Unrealized Gains		Unrealized Losses			Fair Value		Fair Value Level
Assets
Cash and cash equivalents:
Cash	$	5,615	$	—	$	—		$	5,615
Money market funds		31,401		—		—			31,401	Level 1
Commercial paper		47,135		—		(15	)		47,120	Level 2
U.S. government securities		4,991		1		—			4,992	Level 2
Total cash and cash equivalents		89,142		1		(15	)		89,128
Short-term investments:
Commercial paper		13,097		—		(51	)		13,046	Level 2
U.S. agency securities		9,445		—		(105	)		9,340	Level 2
U.S. government securities		56,658		1		(515	)		56,144	Level 2
Total short-term investments		79,200		1		(671	)		78,530
Total assets measured at fair value	$	168,342	$	2	$	(686	)	$	167,658

Fair Value Measurements - Schedule of Financial Assets Measured at Fair Value on Recurring Basis and Level of Inputs used in such Measurements (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022	Sep. 30, 2022
Assets
Cash and cash equivalents, Adjusted Cost	$ 72,192	$ 89,128	$ 83,522
Fair Value Measurements Recurring
Assets
Assets, Adjusted Cost	120,686	168,342
Assets, Unrealized Gains	2	2
Assets, Unrealized Losses	(25)	(686)
Assets, Fair Value	120,663	167,658
Cash and cash equivalents, Adjusted Cost	72,208	89,142
Cash and cash equivalents, Unrealized Gains	1	1
Cash and cash equivalents, Unrealized Losses	(17)	(15)
Cash and cash equivalents, Fair Value	72,192	89,128
Fair Value Measurements Recurring \| Short-term Investments
Assets
Investments, Adjusted Cost	48,478	79,200
Investments, Unrealized Gains	1	1
Investments, Unrealized Losses	(8)	(671)
Investments, Fair Value	48,471	78,530
Fair Value Measurements Recurring \| Cash
Assets
Cash and cash equivalents, Adjusted Cost	6,860	5,615
Cash and cash equivalents, Fair Value	6,860	5,615
Fair Value Measurements Recurring \| Money Market Funds \| Level 1
Assets
Cash and cash equivalents, Adjusted Cost	10,900	31,401
Cash and cash equivalents, Fair Value	10,900	31,401
Fair Value Measurements Recurring \| Commercial Paper \| Level 2
Assets
Cash and cash equivalents, Adjusted Cost	48,490	47,135
Cash and cash equivalents, Unrealized Losses	(17)	(15)
Cash and cash equivalents, Fair Value	48,473	47,120
Fair Value Measurements Recurring \| Commercial Paper \| Level 2 \| Short-term Investments
Assets
Investments, Adjusted Cost		13,097
Investments, Unrealized Losses		(51)
Investments, Fair Value		13,046
Fair Value Measurements Recurring \| U.S. Agency Securities \| Level 2 \| Short-term Investments
Assets
Investments, Adjusted Cost		9,445
Investments, Unrealized Losses		(105)
Investments, Fair Value		9,340
Fair Value Measurements Recurring \| U.S. Government Securities \| Level 2
Assets
Cash and cash equivalents, Adjusted Cost	5,958	4,991
Cash and cash equivalents, Unrealized Gains	1	1
Cash and cash equivalents, Fair Value	5,959	4,992
Fair Value Measurements Recurring \| U.S. Government Securities \| Level 2 \| Short-term Investments
Assets
Investments, Adjusted Cost	48,478	56,658
Investments, Unrealized Gains	1	1
Investments, Unrealized Losses	(8)	(515)
Investments, Fair Value	$ 48,471	$ 56,144

Basic and Diluted Net Loss Per Common Share

9 Months Ended

Sep. 30, 2023

Earnings Per Share [Abstract]

Basic and Diluted Net Loss Per Common Share

Note 10. Basic and Diluted Net Loss Per Common Share

Basic net loss per common share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period. Diluted net loss per common share is computed using net loss and the weighted-average number of common shares outstanding plus potentially dilutive common shares outstanding during the period. Potentially dilutive common shares include the assumed exercise of outstanding in-the-money stock options, assumed release of outstanding RSUs, and assumed issuance of common stock under the ESPP using the treasury stock method. The Company incurred net losses in the periods presented, and as a result, potential common shares from stock options, RSUs, and the assumed release of outstanding shares under the ESPP were not included in the diluted shares used to calculate net loss per share, as their inclusion would have been anti-dilutive.

The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders (in thousands, except share and per share amounts):


	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
Net loss	$	(29,098	)	$	(26,492	)	$	(81,712	)	$	(82,247	)
Weighted-average common shares outstanding—basic and diluted		48,694,324			45,921,411			47,701,369			45,518,334
Net loss per common share—basic and diluted		(0.60	)	$	(0.58	)	$	(1.71	)	$	(1.81	)

The following table sets forth the potentially dilutive shares excluded from the computation of diluted net loss per common share because their effect was anti-dilutive:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Options to purchase common stock		7,731,587		5,860,728		7,731,587		5,860,728
Unvested RSUs		1,611,229		2,876,751		1,611,229		2,876,751
ESPP		413,450		117,432		413,450		117,432
Total		9,756,266		8,854,911		9,756,266		8,854,911

Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

Basis of Presentation

Use of Estimates

At-the-Market Equity Offerings

Concentration of Credit Risk and Other Risks and Uncertainties


	Revenue				Accounts Receivable
	Three Months Ended September 30,		Nine Months Ended September 30,		September 30, 2023	December 31, 2022
	2023	2022	2023	2022
Natera, Inc.	43%	50%	46%	38%	40%	43%
VA MVP	13%	*	16%	16%	*	*
Merck & Co., Inc.	12%	20%	*	12%	16%	*
GSK plc	*	*	*	*	*	12%
Pfizer Inc.	*	*	*	*	*	10%
* Less than 10% of revenue or accounts receivable

Significant Accounting Policies

Recent Accounting Pronouncements

New Accounting Pronouncements Adopted

Revenue - Schedule of Revenue Disaggregated by Customer Type (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Disaggregation Of Revenue [Line Items]
Revenue	$ 18,247	$ 14,858	$ 53,806	$ 48,325
Pharma Tests and Services
Disaggregation Of Revenue [Line Items]
Revenue	7,997	7,333	20,413	22,152
Enterprise Sales
Disaggregation Of Revenue [Line Items]
Revenue	7,812	7,383	24,656	18,390
Population Sequencing
Disaggregation Of Revenue [Line Items]
Revenue	2,400		8,405	7,556
Other
Disaggregation Of Revenue [Line Items]
Revenue	$ 38	$ 142	$ 332	$ 227

- Definition

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

+ References + Details

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 924
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479941/924-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-30

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-40

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479806/606-10-50-4

+ Details

Leases (Tables)

9 Months Ended

Sep. 30, 2023

Leases [Abstract]

Schedule of Future Minimum Lease Payments

As of September 30, 2023, the Company’s operating leases had a weighted-average remaining lease term of 10.6 years and a weighted-average discount rate of 10.5%. The Company’s discount rates are based on estimates of its incremental borrowing rate, as the discount rates implicit in the leases cannot be readily determined. Future lease payments under operating leases as of September 30, 2023 were as follows (in thousands):


	Amount
2023 (remaining three months)	$	2,013
2024		8,134
2025		8,057
2026		7,230
2027		7,189
2028 and thereafter		48,013
Total future minimum lease payments		80,636
Less: imputed interest		(33,758	)
Present value of future minimum lease payments		46,878
Less: current portion of operating lease liability		(7,712	)
Long-term operating lease liabilities	$	39,166

Components of Lease Cost

Components of lease cost were as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Lease cost
Operating lease cost	$	1,670	$	2,121	$	5,262	$	6,469
Short-term lease cost		51		10		175		47
Variable lease cost		381		357		1,264		1,003
Total lease cost	$	2,102	$	2,488	$	6,701	$	7,519

Stock-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2023

Share Based Compensation Arrangement By Share Based Payment Award [Line Items]

Summary of Shares of Common Stock Reserved for Issuance

Shares of common stock reserved for issuance under the Company’s equity incentive plans were as follows:


	September 30, 2023
Outstanding stock awards		9,342,816
Reserved for future award grants		3,286,559
Reserved for future ESPP		614,307
Total common stock reserved for stock awards		13,243,682

Summary of Stock Option Activity

A summary of the Company’s stock option activity (excluding performance-based stock option activity summarized separately below) under the 2011 Plan, 2019 Plan, and Inducement Plan for the nine months ended September 30, 2023 is as follows:


	Outstanding Options
(in thousands, except share and per share data)	Number of Shares			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value
Balance—December 31, 2022		5,451,132		$	9.90		5.31	$	7
Options granted		2,601,500			2.63
Options exercised		(8	)		2.44
Options forfeited or expired		(742,037	)		9.88
Balance—September 30, 2023		7,310,587		$	7.31		6.09	$	—
Options vested and exercisable as of September 30, 2023		4,237,362		$	8.90		3.87	$	—

Summary of Weighted-average Assumptions Used in Determination of Fair Value of Stock Options

The fair value of stock options was estimated using the following assumptions:


	Three Months Ended September 30,		Nine Months Ended September 30,
	2023	2022	2023	2022
Expected term (in years)	6.02 - 6.08	5.77 - 6.08	5.50 - 6.08	5.50 - 6.08
Volatility	78.67 - 78.73%	71.79 - 76.35%	78.47 - 79.31%	68.37 - 76.35%
Risk-free interest rate	3.99 - 4.43%	2.84 - 3.63%	3.47 - 4.43%	1.62 - 3.63%
Dividend yield	–%	–%	–%	–%

Summary of Restricted Stock Units Activity

A summary of the Company’s RSU activity under the 2019 Plan and Inducement Plan for the nine months ended September 30, 2023 is as follows:


	Unvested Restricted Stock Units
(in thousands, except share and per share data)	Number of Shares			Weighted- Average Grant Date Fair Value		Aggregate Fair Value
Balance—December 31, 2022		2,621,482		$	9.33	$	5,191
RSUs granted		24,500			2.18
RSUs vested		(508,534	)		10.36		1,122
RSUs forfeited		(526,219	)		8.98
Balance—September 30, 2023		1,611,229		$	9.00	$	1,950

Stock Based Compensation Expense by Award Type and Function

The following is a summary of stock-based compensation expense by award type (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Stock options	$	1,458	$	1,849	$	4,306	$	6,253
RSUs		1,840		2,432		5,720		6,827
ESPP		184		134		636		566
Total stock-based compensation expense	$	3,482	$	4,415	$	10,662	$	13,646

The following is a summary of stock-based compensation expense by function (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Cost of revenue	$	428	$	469	$	1,354	$	1,372
Research and development		1,212		1,124		3,698		3,784
Selling, general and administrative		1,842		2,822		5,610		8,490
Total stock-based compensation expense	$	3,482	$	4,415	$	10,662	$	13,646

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 1D
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480483/718-10-35-1D

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 35
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480483/718-10-35-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)(3)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(ii)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iii)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(01)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(02)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(03)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(1)(iv)(04)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(ii)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(iii)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(iii)(01)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(iii)(02)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(2)(iii)(03)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(ii)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(iii)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(iv)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (f)(2)(v)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480429/718-10-50-2

+ Details

Stock-Based Compensation

9 Months Ended

Sep. 30, 2023

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation

Note 8. Stock-Based Compensation

Shares of common stock reserved for issuance under the Company’s equity incentive plans were as follows:


	September 30, 2023
Outstanding stock awards		9,342,816
Reserved for future award grants		3,286,559
Reserved for future ESPP		614,307
Total common stock reserved for stock awards		13,243,682

Stock Option Activity


	Outstanding Options
(in thousands, except share and per share data)	Number of Shares			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value
Balance—December 31, 2022		5,451,132		$	9.90		5.31	$	7
Options granted		2,601,500			2.63
Options exercised		(8	)		2.44
Options forfeited or expired		(742,037	)		9.88
Balance—September 30, 2023		7,310,587		$	7.31		6.09	$	—
Options vested and exercisable as of September 30, 2023		4,237,362		$	8.90		3.87	$	—

The weighted-average grant date fair value of options granted was $1.33 and $3.50 per share for the three months ended September 30, 2023 and 2022, respectively, and $1.82 and $3.60 per share for the nine months ended September 30, 2023 and 2022, respectively. As of September 30, 2023, the unrecognized stock-based compensation cost of unvested options was $8.7 million, which is expected to be recognized over a weighted-average period of 2.2 years.

Valuation of Stock Options

The Company estimated the fair value of stock options (excluding performance-based stock options discussed separately below) using the Black-Scholes option-pricing model. The fair value of stock options is recognized on a straight-line basis over the requisite service periods of the awards. The fair value of stock options was estimated using the following assumptions:


	Three Months Ended September 30,		Nine Months Ended September 30,
	2023	2022	2023	2022
Expected term (in years)	6.02 - 6.08	5.77 - 6.08	5.50 - 6.08	5.50 - 6.08
Volatility	78.67 - 78.73%	71.79 - 76.35%	78.47 - 79.31%	68.37 - 76.35%
Risk-free interest rate	3.99 - 4.43%	2.84 - 3.63%	3.47 - 4.43%	1.62 - 3.63%
Dividend yield	–%	–%	–%	–%

Performance-Based Stock Option Activity

No performance-based stock option activity occurred during the nine months ended September 30, 2023. As of September 30, 2023, performance-based stock options for 421,000 shares with an exercise price of $5.10 and a remaining contractual term of 0.25 years remained outstanding. The stock options are fully vested and exercisable and had no intrinsic value as of September 30, 2023.

Restricted Stock Units ("RSU") Activity and Valuation

A summary of the Company’s RSU activity under the 2019 Plan and Inducement Plan for the nine months ended September 30, 2023 is as follows:


	Unvested Restricted Stock Units
(in thousands, except share and per share data)	Number of Shares			Weighted- Average Grant Date Fair Value		Aggregate Fair Value
Balance—December 31, 2022		2,621,482		$	9.33	$	5,191
RSUs granted		24,500			2.18
RSUs vested		(508,534	)		10.36		1,122
RSUs forfeited		(526,219	)		8.98
Balance—September 30, 2023		1,611,229		$	9.00	$	1,950

As of September 30, 2023, the unrecognized stock-based compensation cost of unvested RSUs was $11.5 million, which is expected to be recognized over a weighted-average period of 2.1 years.

ESPP Activity

During the nine months ended September 30, 2023 and 2022, 468,643 and 204,775 shares of common stock were purchased under the ESPP.

Stock-Based Compensation Expense

The following is a summary of stock-based compensation expense by award type (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Stock options	$	1,458	$	1,849	$	4,306	$	6,253
RSUs		1,840		2,432		5,720		6,827
ESPP		184		134		636		566
Total stock-based compensation expense	$	3,482	$	4,415	$	10,662	$	13,646

The following is a summary of stock-based compensation expense by function (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Cost of revenue	$	428	$	469	$	1,354	$	1,372
Research and development		1,212		1,124		3,698		3,784
Selling, general and administrative		1,842		2,822		5,610		8,490
Total stock-based compensation expense	$	3,482	$	4,415	$	10,662	$	13,646

Company and Nature of Business

9 Months Ended

Sep. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Company and Nature of Business

Note 1. Company and Nature of Business

Personalis, Inc. (the "Company") is a provider of advanced genomic tests for precision oncology and personalized testing. The Company also provides sequencing and data analysis services to support population sequencing initiatives. The Company's genomic tests are sold primarily to pharmaceutical companies, biopharmaceutical companies, diagnostics companies, clinicians, universities, non-profits, and government entities, while services for population sequencing initiatives are sold primarily to government entities. The principal markets for the Company's services are in the United States and Europe.

The Company was incorporated in Delaware in February 2011 and began operations in September 2011. The Company formed a wholly owned subsidiary, Personalis (UK) Ltd., in August 2013 and a wholly owned subsidiary, Shanghai Personalis Biotechnology Co., Ltd., which is referred to as “Personalis (Shanghai) Ltd” herein, in October 2020. During the first half of 2023, the Company terminated its operations in China and the Company’s management is in the process of dissolving Personalis (Shanghai) Ltd. Refer to Note 11 for further information. The Company operates and manages its business as one reportable operating segment, which is the sale of sequencing and data analysis services.

The Company has incurred losses to date and expects to incur additional losses for the foreseeable future. The Company continues to invest the majority of its resources in the development and growth of its business, including investments in product development and studies to prove the clinical validity and utility of the Company's tests. The Company’s activities have been financed to date primarily through the sale of its equity securities and cash from operations.

Stock-Based Compensation - Summary of Stock-Based Compensation Expense by Function (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation expense	$ 3,482	$ 4,415	$ 10,662	$ 13,646
Costs of revenue
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation expense	428	469	1,354	1,372
Research and development
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation expense	1,212	1,124	3,698	3,784
Selling, general, and administrative
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation expense	$ 1,842	$ 2,822	$ 5,610	$ 8,490

- Definition

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

+ References

+ Details

Leases - Schedule of Future Minimum Lease Payments (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Leases [Abstract]
2023 (remaining six months)	$ 2,013
2024	8,134
2025	8,057
2026	7,230
2027	7,189
2028 and thereafter	48,013
Total future minimum lease payments	80,636
Less: imputed interest	(33,758)
Present value of future minimum lease payments	46,878
Less: current portion of operating lease liability	(7,712)	$ (5,391)
Long-term operating lease liabilities	$ 39,166	$ 41,041

Loans - Additional Information (Details) - Payment Agreement with Financing Entity	1 Months Ended		3 Months Ended		9 Months Ended
	Jul. 31, 2022 USD ($) Payment	Apr. 30, 2021 USD ($) Payment	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Dec. 31, 2022 USD ($)
Debt Disclosure [Line Items]
Principal amount			$ 436,000		$ 436,000		$ 2,730,000
Maximum
Debt Disclosure [Line Items]
Interest expense			$ 100,000	$ 100,000	$ 100,000	$ 100,000
Software
Debt Disclosure [Line Items]
Principal amount	$ 1,300,000	$ 2,400,000
Number of equal payments \| Payment	3	3
Noninterest bearing rate		0.00%
Imputed interest rate	9.00%	7.00%
Computer Equipment
Debt Disclosure [Line Items]
Principal amount		$ 3,100,000
Number of equal payments \| Payment		3
May 2021 \| Software
Debt Disclosure [Line Items]
Payment of debt		$ 800,000
May 2022 \| Software
Debt Disclosure [Line Items]
Payment of debt		800,000
May 2023 \| Software
Debt Disclosure [Line Items]
Payment of debt		800,000
July 2021 \| Computer Equipment
Debt Disclosure [Line Items]
Payment of debt		1,000,000
June 2022 \| Computer Equipment
Debt Disclosure [Line Items]
Payment of debt		1,000,000
June 2023 \| Computer Equipment
Debt Disclosure [Line Items]
Payment of debt		$ 1,000,000
September 2022 \| Software
Debt Disclosure [Line Items]
Payment of debt	$ 400,000
September 2023 \| Software
Debt Disclosure [Line Items]
Payment of debt	400,000
September 2024 \| Software
Debt Disclosure [Line Items]
Payment of debt	$ 400,000

Stock-Based Compensation - Summary of Weighted-average Assumptions Used in Determination of Fair Value of Service-Based Stock Options and Stock Purchase Rights Granted under ESPP (Details)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Volatility, minimum	78.67%	71.79%	78.47%	68.37%
Volatility, maximum	78.73%	76.35%	79.31%	76.35%
Risk-free interest rate, minimum	3.99%	2.84%	3.47%	1.62%
Risk-free interest rate, maximum	4.43%	3.63%	4.43%	3.63%
Dividend yield	0.00%	0.00%	0.00%	0.00%
Minimum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expected term (in years)	6 years 7 days	5 years 9 months 7 days	5 years 6 months	5 years 6 months
Maximum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expected term (in years)	6 years 29 days	6 years 29 days	6 years 29 days	6 years 29 days

- Definition

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

+ References

+ Details

Stock-Based Compensation - Summary of Restricted Stock Unit Activity (Details) - Restricted Stock Units - 2019 Plan and Inducement Plan - USD ($) $ / shares in Units, $ in Thousands	9 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unvested Restricted Stock Units, Number of Shares, Beginning Balance	2,621,482
Unvested Restricted Stock Units, Number of Shares, granted	24,500
Unvested Restricted Stock Units, Number of Shares, vested	(508,534)
Unvested Restricted Stock Units, Number of Shares, forfeited	(526,219)
Unvested Restricted Stock Units, Number of Shares, Ending Balance	1,611,229
Unvested Restricted Stock Units, Weighted-Average Grant Date Fair Value, Beginning Balance	$ 9.33
Unvested Restricted Stock Units, Weighted-Average Grant Date Fair Value, granted	2.18
Unvested Restricted Stock Units, Weighted-Average Grant Date Fair Value, vested	10.36
Unvested Restricted Stock Units, Weighted-Average Grant Date Fair Value, forfeited	8.98
Unvested Restricted Stock Units, Weighted-Average Grant Date Fair Value, Ending Balance	$ 9.00
Unvested Restricted Stock Units, Aggregate Fair Value	$ 1,950	$ 5,191
Restricted Stock Units, Aggregate Fair Value, vested	$ 1,122

CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Current assets
Cash and cash equivalents	$ 72,192	$ 89,128
Short-term investments	48,471	78,530
Accounts receivable, net	13,666	16,642
Inventory and other deferred costs	8,225	8,591
Prepaid expenses and other current assets	5,661	6,808
Total current assets	148,215	199,699
Property and equipment, net	56,751	61,935
Operating lease right-of-use assets	18,167	26,480
Other long-term assets	3,503	4,586
Total assets	226,636	292,700
Current liabilities
Accounts payable	8,963	12,854
Accrued and other current liabilities	19,821	19,013
Contract liabilities	3,694	1,264
Total current liabilities	32,478	33,131
Long-term operating lease liabilities	39,166	41,041
Other long-term liabilities	3,786	389
Total liabilities	75,430	74,561
Commitments and Contingencies (Note 9)
Stockholders’ equity
Common stock, $0.0001 par value - 200,000,000 shares authorized; 49,013,483 and 46,707,084 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively	5	5
Additional paid-in capital	593,625	579,456
Accumulated other comprehensive loss	(302)	(912)
Accumulated deficit	(442,122)	(360,410)
Total stockholders’ equity	151,206	218,139
Total liabilities and stockholders’ equity	$ 226,636	$ 292,700

Leases - Additional Information (Details) $ in Thousands	3 Months Ended	9 Months Ended		12 Months Ended
Leases - Additional Information (Details) $ in Thousands	Sep. 30, 2023 USD ($) ft²	Sep. 30, 2023 USD ($) ft²	Sep. 30, 2022 USD ($)	Dec. 31, 2021 USD ($) ft²	Dec. 31, 2022 USD ($)
Lessee Lease Description [Line Items]
Area of office space \| ft²	31,280	31,280		14,710
Lease expiration month and year		2027-11		2022-12
Operating lease, existence of option to extend				false
Operating lease, option to extend				not extended
Noncash lease impairment expense	$ 5,565	$ 5,565
Operating lease terminate cost	$ 0
Remaining Lease Liability And Derecognized Of Operating Lease Liabilities And Right-of-use Assets		$ 600
Operating leases, weighted-average remaining lease term	10 years 7 months 6 days	10 years 7 months 6 days
Operating leases, weighted-average discount rate	10.50%	10.50%
Cash paid for operating lease liabilities		$ 4,000	$ 3,300
Right-of-use assets obtained in exchange for new operating lease liabilities		1,300	$ 3,100
Operating lease right-of-use assets	$ 18,167	18,167			$ 26,480
Menlo Park facility
Lessee Lease Description [Line Items]
Noncash lease impairment expense	5,600
Operating lease right-of-use assets	6,700	$ 6,700
Lease impairment, wrote it down to estimated fair value	$ 1,100
Minimum
Lessee Lease Description [Line Items]
Lease Expiration Year		2025
Maximum
Lessee Lease Description [Line Items]
Lease Expiration Year		2026
Laboratory Operations and its New Corporate Headquarters
Lessee Lease Description [Line Items]
Area of office space \| ft²				100,000
Lease expiration month and year				2036-03
Operating lease, existence of option to extend				true
Operating lease, option to extend		two options to extend the term for a period of five-years
Operating lease option to extend term				5 years
Lease term				13 years 6 months
Operating lease landlord agreed to contribution amount, approximate				$ 15,100

Revenue (Tables)

9 Months Ended

Sep. 30, 2023

Disaggregation of Revenue [Abstract]

Schedule of Revenue Disaggregated by Customer Type

The following table presents the Company’s revenue disaggregated by customer type (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Pharma tests and services	$	7,997	$	7,333	$	20,413	$	22,152
Enterprise sales		7,812		7,383		24,656		18,390
Population sequencing		2,400		—		8,405		7,556
Other		38		142		332		227
Total revenue	$	18,247	$	14,858	$	53,806	$	48,325

CONDENSED CONSOLIDATED STATEMENTSOF COMPREHENSIVE LOSS (unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Statement of Comprehensive Income [Abstract]
Net loss	$ (29,098)	$ (26,492)	$ (81,712)	$ (82,247)
Other comprehensive income (loss), net of tax
Foreign currency translation adjustment	(42)	(215)	(51)	(417)
Change in unrealized gain (loss) on available-for-sale debt securities	53	57	661	(839)
Comprehensive loss	$ (29,087)	$ (26,650)	$ (81,102)	$ (83,503)

- Definition

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

+ References

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+ Details

Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

Schedule of Percentage of Revenue and Accounts Receivable from Customers

Multiple customers have provided more than 10% of total revenue in the periods presented, or accounted for more than 10% of accounts receivable at each respective balance sheet date, as follows:


	Revenue				Accounts Receivable
	Three Months Ended September 30,		Nine Months Ended September 30,		September 30, 2023	December 31, 2022
	2023	2022	2023	2022
Natera, Inc.	43%	50%	46%	38%	40%	43%
VA MVP	13%	*	16%	16%	*	*
Merck & Co., Inc.	12%	20%	*	12%	16%	*
GSK plc	*	*	*	*	*	12%
Pfizer Inc.	*	*	*	*	*	10%
* Less than 10% of revenue or accounts receivable

Stock-Based Compensation - Summary of Stock-Based Compensation Expense by Award Type (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation expense	$ 3,482	$ 4,415	$ 10,662	$ 13,646
Stock Options
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation expense	1,458	1,849	4,306	6,253
RSUs
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation expense	1,840	2,432	5,720	6,827
ESPP
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation expense	$ 184	$ 134	$ 636	$ 566

- Definition

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

+ References

+ Details

Balance Sheet Details (Tables)

9 Months Ended

Sep. 30, 2023

Balance Sheet Related Disclosures [Abstract]

Schedule of Inventory and Other Deferred Costs

Inventory and other deferred costs consist of the following (in thousands):


	September 30, 2023		December 31, 2022
Raw materials	$	5,127	$	6,384
Other deferred costs		3,098		2,207
Total inventory and other deferred costs	$	8,225	$	8,591

Schedule of Accrued and Other Current Liabilities

Accrued and other current liabilities consist of the following (in thousands):


	September 30, 2023		December 31, 2022
Accrued compensation	$	8,770	$	9,008
Operating lease liabilities		7,712		5,391
Loans—current portion (Note 6)		403		2,218
Accrued liabilities		1,975		1,700
Employee ESPP contributions		846		543
Accrued taxes		93		123
Customer deposits		22		30
Total accrued and other current liabilities	$	19,821	$	19,013

Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	3 Months Ended	9 Months Ended
	Dec. 31, 2021	Sep. 30, 2023	Sep. 30, 2023
Summary Of Significant Accounting Policies [Line Items]
Proceeds from sale of stock			$ 2,598
Aggregate Sales of Common Stock		$ 725	$ 2,598
Common Stock
Summary Of Significant Accounting Policies [Line Items]
Number of shares issued		429,214	1,329,214
ASU 2016-13
Summary Of Significant Accounting Policies [Line Items]
Change in Accounting Principle, Accounting Standards Update, Adopted [true false]		true	true
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false]		true	true
At Market Sales Agreement
Summary Of Significant Accounting Policies [Line Items]
Proceeds from Issuance or Sale of Equity	$ 100,000
Commission percentage of sale proceeds from common stock	3.00%
Proceeds from sale of stock		$ 700	$ 2,600
At Market Sales Agreement \| Common Stock
Summary Of Significant Accounting Policies [Line Items]
Number of shares issued		400,000	1,300,000
Weighted-average stock price		$ 1.72	$ 1.99
At Market Sales Agreement \| Maximum \| Common Stock
Summary Of Significant Accounting Policies [Line Items]
Aggregate Sales of Common Stock			$ 97,300

Restructuring and Other Charges

9 Months Ended

Sep. 30, 2023

Restructuring and Related Activities [Abstract]

Restructuring and Other Charges

Note 11. Restructuring and Other Charges

Restructuring

In January 2023, the Company initiated a reduction in the Company’s workforce to reduce operating costs and improve operating efficiency. The workforce reduction affected nearly 100 employees and was substantially completed during the first quarter of 2023. The Company recognized $3.1 million in one-time employee termination benefits during the first quarter of 2023 in connection with the reduction in workforce, comprising separation pay and healthcare benefits payable in cash, all of which were paid by the end of the second quarter of 2023.

Closure of China Operations

During the first half of 2023, the Company terminated its operations in China with the objective of streamlining international operations and reducing operating costs. The Company’s management is in the process of carrying out liquidation work and dissolving the Personalis (Shanghai) Ltd entity in China. The Company anticipates completing the dissolution of the entity by the end of 2023. The disposal does not qualify for reporting as a discontinued operation because it does not represent a strategic shift that has or will have a major effect on our operations and financial results.

Expenses of $0.9 million were recognized during the first half of 2023 in connection with closure activities. $0.3 million of such expenses related to one-time employee termination benefits for the Company's 12 employees located in China and were payable in cash.

Substantially all of the terminations were completed during the first quarter of 2023, along with the related cash outlays. The remaining $0.6 million in expenses were comprised primarily of noncash charges, including losses on disposal of fixed assets and impairments of other assets. The Company may incur additional costs as closure activities continue throughout 2023, however, such future costs are not expected to be significant.

Basic and Diluted Net Loss Per Common Share (Tables)

9 Months Ended

Sep. 30, 2023

Earnings Per Share [Abstract]

Schedule of Computation of Basic and Diluted Net Loss per Share

The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders (in thousands, except share and per share amounts):


	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
Net loss	$	(29,098	)	$	(26,492	)	$	(81,712	)	$	(82,247	)
Weighted-average common shares outstanding—basic and diluted		48,694,324			45,921,411			47,701,369			45,518,334
Net loss per common share—basic and diluted		(0.60	)	$	(0.58	)	$	(1.71	)	$	(1.81	)

Schedule of Potentially Dilutive Shares Excluded from Computation of Diluted Net Loss per Common Share

The following table sets forth the potentially dilutive shares excluded from the computation of diluted net loss per common share because their effect was anti-dilutive:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Options to purchase common stock		7,731,587		5,860,728		7,731,587		5,860,728
Unvested RSUs		1,611,229		2,876,751		1,611,229		2,876,751
ESPP		413,450		117,432		413,450		117,432
Total		9,756,266		8,854,911		9,756,266		8,854,911

Stock-Based Compensation - Summary of Shares of Common Stock Reserved for Issuance (Details)	Sep. 30, 2023 shares
Share-Based Payment Arrangement [Abstract]
Outstanding stock awards	9,342,816
Reserved for future award grants	3,286,559
Reserved for future ESPP	614,307
Total common stock reserved for stock awards	13,243,682

Company and Nature of Business - Additional Information (Details)	9 Months Ended
	Sep. 30, 2023 Segment
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of reportable segments	1

Basic and Diluted Net Loss Per Common Share - Schedule of Potentially Dilutive Shares Excluded from Computation of Diluted Net Loss per Common Share (Details) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Potentially dilutive securities excluded from computation of diluted net loss per share	9,756,266	8,854,911	9,756,266	8,854,911
Options To Purchase Common Stock
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Potentially dilutive securities excluded from computation of diluted net loss per share	7,731,587	5,860,728	7,731,587	5,860,728
Unvested RSUs
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Potentially dilutive securities excluded from computation of diluted net loss per share	1,611,229	2,876,751	1,611,229	2,876,751
ESPP
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Potentially dilutive securities excluded from computation of diluted net loss per share	413,450	117,432	413,450	117,432

Balance Sheet Details - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Income Statement [Abstract]
Depreciation and amortization expense	$ 2,800	$ 1,900	$ 8,389	$ 5,476
Accumulated depreciation and amortization	35,100		35,100		$ 26,900
Restricted cash, included in other long-term assets	$ 1,790	$ 1,790	$ 1,790	$ 1,790	$ 1,800

Restructuring and Other Charges - Additional Information (Details) $ in Thousands	3 Months Ended	6 Months Ended	9 Months Ended
	Mar. 31, 2023 USD ($) Employees	Jun. 30, 2023 USD ($) Employees	Sep. 30, 2023 USD ($)
Restructuring Cost and Reserve [Line Items]
Restructuring expenses recognized			$ 4,037
Number of employees affected in workforce reduction \| Employees	100
Noncash charges, disposals of fixed assets and impairment of other assets			$ 600
One-time Employee Termination Benefits
Restructuring Cost and Reserve [Line Items]
Restructuring expenses recognized	$ 3,100
CHINA
Restructuring Cost and Reserve [Line Items]
Restructuring expenses recognized		$ 900
Number of employees eligible for separation pay \| Employees		12
CHINA \| One-time Employee Termination Benefits
Restructuring Cost and Reserve [Line Items]
Restructuring expenses recognized		$ 300

- Definition

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

+ References + Details

Leases - Components of Lease Cost (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Lease cost
Operating lease cost	$ 1,670	$ 2,121	$ 5,262	$ 6,469
Short-term lease cost	51	10	175	47
Variable lease cost	381	357	1,264	1,003
Total lease cost	$ 2,102	$ 2,488	$ 6,701	$ 7,519

Loans (Tables)

9 Months Ended

Sep. 30, 2023

Debt Disclosure [Abstract]

Schedule of Amounts Outstanding

Amounts outstanding under the payment agreements are as follows (in thousands):


	September 30, 2023			December 31, 2022
Principal	$	436		$	2,730
Less: unamortized discount		(33	)		(134	)
Total carrying amount		403			2,596
Less: current portion (included in accrued and other current liabilities)		(403	)		(2,218	)
Long-term portion (included in other long-term liabilities)	$	—		$	378

Stock-Based Compensation - Summary of Stock Option Activity (Details) - 2011 Plan, 2019 Plan and Inducement Plan - USD ($) $ / shares in Units, $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Outstanding Options, Number of Shares, Beginning Balance	5,451,132
Outstanding Options, Number of Shares, granted	2,601,500
Outstanding Options, Number of Shares, exercised	(8)
Outstanding Options, Number of Shares, forfeited or expired	(742,037)
Outstanding Options, Number of Shares, Ending Balance	7,310,587	5,451,132
Options vested and exercisable, Number of Shares	4,237,362
Outstanding Options, Weighted-Average Exercise Price, Beginning Balance	$ 9.90
Outstanding Options, Weighted-Average Exercise Price, granted	2.63
Outstanding Options, Weighted-Average Exercise Price, exercised	2.44
Outstanding Options, Weighted-Average Exercise Price, forfeited or expired	9.88
Outstanding Options, Weighted-Average Exercise Price, Ending Balance	7.31	$ 9.90
Options vested and exercisable, Weighted-Average Exercise Price	$ 8.90
Outstanding Options, Weighted-Average Remaining Contractual Term (in years)	6 years 1 month 2 days	5 years 3 months 21 days
Options vested and exercisable, Weighted-Average Remaining Contractual Term (in years)	3 years 10 months 13 days
Outstanding Options, Aggregate Intrinsic Value		$ 7

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Statement [Abstract]
Revenue	$ 18,247	$ 14,858	$ 53,806	$ 48,325
Costs and expenses
Cost of revenue	14,766	12,379	40,803	37,287
Research and development	16,738	14,957	51,163	48,343
Selling, general and administrative	11,971	14,781	38,202	46,141
Lease impairment	5,565		5,565
Restructuring and other charges			4,037
Total costs and expenses	49,040	42,117	139,770	131,771
Loss from operations	(30,793)	(27,259)	(85,964)	(83,446)
Interest income	1,706	743	4,424	1,236
Interest expense	(15)	(45)	(101)	(154)
Other income, net	32	80	7	149
Loss before income taxes	(29,070)	(26,481)	(81,634)	(82,215)
Provision for income taxes	28	11	78	32
Net loss	$ (29,098)	$ (26,492)	$ (81,712)	$ (82,247)
Net loss per share, basic	$ (0.6)	$ (0.58)	$ (1.71)	$ (1.81)
Net loss per share, diluted	$ (0.6)	$ (0.58)	$ (1.71)	$ (1.81)
Weighted-average shares outstanding, basic	48,694,324	45,921,411	47,701,369	45,518,334
Weighted-average shares outstanding, diluted	48,694,324	45,921,411	47,701,369	45,518,334

Loans - Schedule of Amounts Outstanding (Details) - Payment Agreement with Financing Entity - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Debt Disclosure [Line Items]
Principal	$ 436	$ 2,730
Less: unamortized discount	(33)	(134)
Total carrying amount	403	2,596
Less: current portion (included in accrued and other current liabilities)	$ (403)	(2,218)
Long-term portion (included in other long-term liabilities)		$ 378

- Definition

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

+ References + Details

Leases

9 Months Ended

Sep. 30, 2023

Leases [Abstract]

Leases

Note 7. Leases

In 2021, the Company entered into a noncancelable operating lease for approximately 100,000 square feet in Fremont, California used for laboratory operations and its corporate headquarters. The lease term is 13.5 years and commenced in October 2022. The Company gained early access to the premises for the purpose of constructing and installing tenant improvements, for which the landlord contributed $15.1 million. Such contributions were accounted for as lease incentives and are recognized as reductions to lease expense over the lease term. The lease expires at the end of March 2036 and includes two options to extend the term for a period of five-years per option at market rates. The Company determined the extension options are not reasonably certain to be exercised. The lease includes escalating rent payments.

The Company has a noncancelable operating lease expiring in November 2027 for 31,280 square feet in Menlo Park, California previously used for laboratory operations and its former corporate headquarters. The lease includes escalating rent payments. In 2021, the Company expanded the leased premises by an additional 14,710 square feet of space (the “Expansion Lease”). The Expansion Lease expired at the end of December 2022 and was not extended. The Company moved all laboratory operations to the Fremont facility during the third quarter of 2023 and intends to sublease the vacated Menlo Park space.

The Company has noncancelable operating leases for data center space expiring between 2025 and 2026. The leases include renewal options that the Company determined are not reasonably certain to be exercised. During the third quarter of 2023, the data center operator agreed to terminate a portion of the lease at no cost. The Company remeasured the remaining lease liability and derecognized $0.6 million of operating lease liabilities and right-of-use assets.

The Company had an operating lease for laboratory space in Shanghai, China that was terminated early upon both parties' approval during the second quarter of 2023. The early termination did not result in any material penalties or charges in the Company's condensed consolidated statements of operations. Separately, the Company also has various other short-term leases.


	Amount
2023 (remaining three months)	$	2,013
2024		8,134
2025		8,057
2026		7,230
2027		7,189
2028 and thereafter		48,013
Total future minimum lease payments		80,636
Less: imputed interest		(33,758	)
Present value of future minimum lease payments		46,878
Less: current portion of operating lease liability		(7,712	)
Long-term operating lease liabilities	$	39,166

Cash paid for operating lease liabilities, included in cash flows from operating activities in the condensed consolidated statements of cash flows, for the nine months ended September 30, 2023 and 2022, was $4.0 million and $3.3 million, respectively. Right-of-use assets obtained in exchange for new operating lease liabilities during the nine months ended September 30, 2023 and 2022 were $1.3 million and $3.1 million, respectively.

Components of lease cost were as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Lease cost
Operating lease cost	$	1,670	$	2,121	$	5,262	$	6,469
Short-term lease cost		51		10		175		47
Variable lease cost		381		357		1,264		1,003
Total lease cost	$	2,102	$	2,488	$	6,701	$	7,519

During the three and nine months ended September 30, 2023, the Company also recorded a $5.6 million impairment loss for operating lease right-of-use assets as a result of the change in use of the Menlo Park office.

Lease Impairment

During the third quarter of 2023, the Company completed the move of its laboratory operations from its Menlo Park facility to its Fremont facility and began actively marketing the Menlo Park space for sublease. Accordingly, the Company evaluated the ongoing value of the operating lease right-of-use asset associated with the Menlo Park facility. Based on this evaluation, the Company determined that the right-of-use asset with a carrying amount of $6.7 million was no longer recoverable and was impaired and wrote it down to its estimated fair value of $1.1 million, which resulted in a noncash impairment loss of $5.6 million. Estimated fair value was based on expected future sublease cash flows (derived from a third-party real estate broker), net of brokerage commissions and estimated tenant incentives, discounted at a market rate of return on similar assets. The estimation of fair value also included expected downtime prior to the commencement of a future sublease.

Balance Sheet Details - Schedule of Inventory and Other Deferred Costs (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Inventory And Other Deferred Costs [Abstract]
Raw materials	$ 5,127	$ 6,384
Other deferred costs	3,098	2,207
Total inventory and other deferred costs	$ 8,225	$ 8,591

Basic and Diluted Net Loss Per Common Share - Schedule of Computation of Basic and Diluted Net Loss per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Earnings Per Share [Abstract]
Net loss	$ (29,098)	$ (26,492)	$ (81,712)	$ (82,247)
Weighted-average common shares outstanding-basic	48,694,324	45,921,411	47,701,369	45,518,334
Weighted-average common shares outstanding-diluted	48,694,324	45,921,411	47,701,369	45,518,334
Net loss per common share-basic	$ (0.6)	$ (0.58)	$ (1.71)	$ (1.81)
Net loss per common share-diluted	$ (0.6)	$ (0.58)	$ (1.71)	$ (1.81)

- Definition

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

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

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- Definition

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

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+ Details