0000950170-24-092883 | 10-Q | XBRL Viewer

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Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Jun. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Restructuring and Other Charges	6 Months Ended
Jun. 30, 2024
Restructuring and Related Activities [Abstract]
Restructuring and Other Charges	Note 9. Restructuring and Other Charges Costs related to the Company's reductions in workforce and closure of its China operations are included within Restructuring and Other Charges in the condensed consolidated statements of operations. Restructuring In January 2023, the Company initiated a reduction in 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 in 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. In December 2023, the Company initiated a second reduction in workforce to further reduce operating costs and improve operating efficiency. The workforce reduction affected approximately 60 employees and was completed during the first quarter of 2024. The Company recognized $4.0 million in one-time employee termination benefits in the fourth quarter of 2023 in connection with the reduction in workforce, comprising separation pay and healthcare benefits payable in cash. Substantially all of such termination benefits were paid by the end of the first quarter of 2024. The Company does not expect to incur any material additional costs in connection with the reductions in workforce. 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 disposal did not qualify for reporting as a discontinued operation because it did not represent a strategic shift that has or will have a major effect on our operations and financial results. The Company completed the process of dissolving the Personalis (Shanghai) Ltd entity in February 2024. Expenses of $0.9 million were recognized in the first quarter of 2023 in connection with closure activities, of which $0.3 million was related to one-time employee termination benefits for the Company's 12 former 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.

Restructuring and Other Charges

6 Months Ended

Jun. 30, 2024

Restructuring and Related Activities [Abstract]

Restructuring and Other Charges

Note 9. Restructuring and Other Charges

Costs related to the Company's reductions in workforce and closure of its China operations are included within Restructuring and Other Charges in the condensed consolidated statements of operations.

Restructuring

In January 2023, the Company initiated a reduction in 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 in 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.

In December 2023, the Company initiated a second reduction in workforce to further reduce operating costs and improve operating efficiency. The workforce reduction affected approximately 60 employees and was completed during the first quarter of 2024. The Company recognized $4.0 million in one-time employee termination benefits in the fourth quarter of 2023 in connection with the reduction in workforce, comprising separation pay and healthcare benefits payable in cash. Substantially all of such termination benefits were paid by the end of the first quarter of 2024. The Company does not expect to incur any material additional costs in connection with the reductions in workforce.

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 disposal did not qualify for reporting as a discontinued operation because it did not represent a strategic shift that has or will have a major effect on our operations and financial results. The Company completed the process of dissolving the Personalis (Shanghai) Ltd entity in February 2024.

Expenses of $0.9 million were recognized in the first quarter of 2023 in connection with closure activities, of which $0.3 million was related to one-time employee termination benefits for the Company's 12 former 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.

Stock-Based Compensation - Summary of Stock-Based Compensation Expense by Award Type (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation expense	$ 2,653	$ 3,485	$ 5,340	$ 7,180
Employee Stock Option
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation expense	1,237	1,505	2,452	2,848
Performance-based stock options
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation expense	35		41
RSUs
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation expense	1,324	1,757	2,732	3,880
ESPP
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation expense	$ 57	$ 223	$ 115	$ 452

- 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.

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+ Details

Balance Sheet Details - Schedule of Accrued and Other Current Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Payables and Accruals [Abstract]
Accrued compensation	$ 6,314	$ 12,816
Operating lease liabilities	$ 7,858	$ 7,761
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]	Accounts payable	Accounts payable
Loans—current portion (Note 6)	$ 1,561	$ 1,646
Accrued liabilities	2,406	858
Market Development Fees received from Tempus (Note 8)	800
Employee ESPP contributions	241	311
Accrued taxes	38	37
Customer deposits	30	512
Total accrued and other current liabilities	$ 19,248	$ 23,941

CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Current assets
Cash and cash equivalents	$ 47,747	$ 56,984
Short-term investments	39,225	57,195
Accounts receivable, net	12,921	17,730
Inventory and other deferred costs	9,164	10,474
Prepaid expenses and other current assets	4,046	4,361
Total current assets	113,103	146,744
Property and equipment, net	52,662	57,366
Operating lease right-of-use assets	17,166	17,852
Other long-term assets	2,571	3,137
Total assets	185,502	225,099
Current liabilities
Accounts payable	9,936	14,920
Accrued and other current liabilities	19,248	23,941
Contract liabilities	4,174	3,288
Short-term warrant liability	775	5,085
Total current liabilities	34,133	47,234
Long-term operating lease liabilities	36,524	38,321
Long-term warrant liability	1,513	4,942
Other long-term liabilities	1,060	5,161
Total liabilities	73,230	95,658
Commitments and contingencies
Stockholders’ equity
Common stock, $0.0001 par value - 200,000,000 shares authorized; 53,052,847 and 50,480,694 shares issued and outstanding, respectively	5	5
Additional paid-in capital	606,863	598,364
Accumulated other comprehensive loss	(120)	(222)
Accumulated deficit	(494,476)	(468,706)
Total stockholders’ equity	112,272	129,441
Total liabilities and stockholders’ equity	$ 185,502	$ 225,099

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		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Potentially dilutive securities excluded from computation of diluted net loss per share	18,566,666	9,905,705	18,566,666	9,905,705
Tempus Warrants
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Potentially dilutive securities excluded from computation of diluted net loss per share	9,218,800		9,218,800
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	8,383,619	7,748,908	8,383,619	7,748,908
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	771,906	1,729,788	771,906	1,729,788
ESPP
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Potentially dilutive securities excluded from computation of diluted net loss per share	192,341	427,009	192,341	427,009

Contingencies

6 Months Ended

Jun. 30, 2024

Loss Contingency [Abstract]

Contingencies

Note 11. Contingencies

In June 2024, the Company and Foresight Diagnostics Inc. ("Foresight") entered into a Settlement and License Agreement (the "S&L Agreement") to settle litigation related to alleged patent infringement by Foresight. The Company filed complaints against Foresight—one in August 2022 and a second in June 2023—for infringement of certain of the Company's patents relating to detection of MRD. Foresight filed counterclaims and alleged that its solid tumor recurrence test does not infringe the Company's patents and invalidated two of the Company's patents, and sought to invalidate certain of the Company's other patents, through inter partes review proceedings with the U.S. Patent Trial and Appeal Board ("PTAB"). Pursuant to the S&L Agreement, Foresight and the Company agreed to dismiss the pending claims of infringement and related defenses and counterclaims, and to end the remaining inter partes review proceedings.

Under the S&L Agreement, the Company granted Foresight a non-exclusive, worldwide license under certain patents of the Company to develop, manufacture, commercialize and otherwise exploit products and services that use whole genome sequencing and a variable content minimal/molecular residual disease panel that utilizes phased variants in consideration for which Foresight agreed to pay the Company a low single-digit tiered royalty on sales of products and services covered by patents licensed by the Company, subject to customary reductions. The license is perpetual and irrevocable, except in certain limited circumstances, which apply on a patent-by-patent basis. Upon the occurrence of certain specified change of control events with respect to Foresight, the highest percentage of the royalty tiers is subject to a low single-digit increase and Foresight will pay a one-time fee in the low single-digit millions. The term of the S&L Agreement runs through expiration of the patents licensed by the Company to Foresight.

- Definition

The entire disclosure for loss and gain contingencies. Describes any existing condition, situation, or set of circumstances involving uncertainty as of the balance sheet date (or prior to issuance of the financial statements) as to a probable or reasonably possible loss incurred by an entity that will ultimately be resolved when one or more future events occur or fail to occur, and typically discloses the amount of loss recorded or a range of possible loss, or an assertion that no reasonable estimate can be made.

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+ Details

Company and Nature of Business

6 Months Ended

Jun. 30, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Company and Nature of Business

Note 1. Company and Nature of Business

Personalis, Inc. (the "Company" or "Personalis") develops and markets advanced cancer genomic tests and analytics for precision oncology and personalized testing. The Company also provides sequencing and data analysis services to support population sequencing initiatives. Genomic tests are sold primarily to pharmaceutical companies, biopharmaceutical companies, diagnostics companies, 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 is expanding its business model to offer genomic tests directly to cancer patients in a clinical setting. However, revenue generated from clinical customers was not significant for any periods presented.

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. The Company terminated its operations in China during 2023 and completed the process of dissolving the entity in the first quarter of 2024. Refer to Note 9 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 sales and marketing efforts. The Company’s activities have been financed to date primarily through the sale of its equity securities and cash from operations.

Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2024

Accounting Policies [Abstract]

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, 2023.

The condensed consolidated financial statements include the accounts of Personalis, Inc. and its wholly owned subsidiaries, Personalis (UK) Ltd. and Personalis (Shanghai) Ltd (the latter entity until its dissolution during the first quarter of 2024). All intercompany balances and transactions have been eliminated in consolidation. Upon dissolution of Personalis (Shanghai) Ltd during the first quarter of 2024, an accumulated foreign currency translation adjustment of $0.2 million was reclassified from accumulated other comprehensive loss to net loss within Other income (expense), net.

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, 2024.

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 common stock warrants, 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 with BTIG, LLC (“BTIG”), as amended in December 2023 (the "Sales Agreement"), under which it may offer and sell its common stock 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 under the Sales Agreement. The Company is not obligated to make any sales of common stock under the Sales Agreement.

During the three months ended June 30, 2024, the Company issued and sold 1,020,143 shares of its common stock under the Sales Agreement at a weighted-average price of $1.40 per share and received $1.4 million in proceeds, net of commissions. During the six months ended June 30, 2024, the Company issued and sold 1,900,143 shares of its common stock under the Sales Agreement at a weighted-average price of $1.53 per share and received $2.8 million in proceeds, net of commissions.

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 routinely assesses the creditworthiness of its customers 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 June 30,		Six Months Ended June 30,		June 30, 2024	December 31, 2023
	2024	2023	2024	2023
Natera, Inc.	35%	44%	38%	47%	42%	36%
Moderna, Inc.	26%	*	25%	*	*	*
VA MVP	*	18%	*	17%	*	*
Merck & Co., Inc.	*	10%	*	*	23%	*
* Less than 10% of revenue or accounts receivable

Significant Accounting Policies

As of June 30, 2024, 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, 2023.

Recent Accounting Pronouncements

New Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which enhances transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. The guidance will be effective for the Company's annual period ending December 31, 2025. The Company is currently evaluating the impact of the new guidance on its income tax disclosures.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Cash flows from operating activities:
Net loss	$ (25,770)	$ (52,614)
Adjustments to reconcile net loss to net cash used in operating activities
Stock-based compensation expense	5,340	7,180
Depreciation and amortization	5,640	5,630
Noncash operating lease cost	686	1,120
Amortization of premium (discount) on short-term investments	(1,264)	(740)
Noncash restructuring and other charges		476
Other	8	234
Changes in operating assets and liabilities
Accounts receivable	4,809	6,510
Inventory and other deferred costs	1,271	295
Prepaid expenses and other assets	879	1,538
Accounts payable	(5,101)	(1,353)
Accrued and other current liabilities	(5,513)	(2,357)
Contract liabilities	(2,701)	5,703
Operating lease liabilities	(1,701)	2,219
Net cash used in operating activities	(31,156)	(26,159)
Cash flows from investing activities:
Purchases of available-for-sale debt securities	(37,836)	(23,894)
Proceeds from maturities of available-for-sale debt securities	57,000	63,755
Purchases of property and equipment	(110)	(6,519)
Proceeds from sales of property and equipment	240
Net cash provided by investing activities	19,294	33,342
Cash flows from financing activities:
Proceeds from sales of common stock under ATM facility, net of commissions	2,842	1,873
Repayments of loans	(514)	(1,857)
Proceeds from exercise of equity awards	317	909
Net cash provided by financing activities	2,645	925
Effect of exchange rates on cash, cash equivalents and restricted cash	(20)	(41)
Net change in cash, cash equivalents and restricted cash	(9,237)	8,067
Cash, cash equivalents and restricted cash, beginning of period	58,774	90,918
Cash, cash equivalents and restricted cash, end of period	49,537	98,985
Reconciliation of cash, cash equivalents and restricted cash to the condensed consolidated balance sheets:
Cash and cash equivalents	47,747	97,195
Restricted cash, included in other long-term assets	1,790	1,790
Total cash, cash equivalents and restricted cash	49,537	$ 98,985
Tempus Warrants
Adjustments to reconcile net loss to net cash used in operating activities
Noncash gain related to liability	$ (7,739)

Stock-Based Compensation - Summary of Stock Option Activity (Details) - 2011 Plan, 2019 Plan and Inducement Plan - USD ($) $ / shares in Units, $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Outstanding Options, Number of Shares, Beginning Balance	5,805,586
Outstanding Options, Number of Shares, granted	2,924,500
Outstanding Options, Number of Shares, forfeited or expired	(617,967)
Outstanding Options, Number of Shares, Ending Balance	8,112,119	5,805,586
Options vested and exercisable, Number of Shares	3,663,128
Outstanding Options, Weighted-Average Exercise Price, Beginning Balance	$ 7.40
Outstanding Options, Weighted-Average Exercise Price, granted	1.56
Outstanding Options, Weighted-Average Exercise Price, forfeited or expired	10.36
Outstanding Options, Weighted-Average Exercise Price, Ending Balance	5.07	$ 7.40
Options vested and exercisable, Weighted-Average Exercise Price	$ 8.19
Outstanding Options, Weighted-Average Remaining Contractual Term (in years)	8 years 3 days	6 years 10 months 24 days
Options vested and exercisable, Weighted-Average Remaining Contractual Term (in years)	6 years 5 months 26 days
Outstanding Options, Aggregate Intrinsic Value	$ 6	$ 64
Performance-Based Stock Option
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Outstanding Options, Number of Shares, granted	271,500
Outstanding Options, Number of Shares, Ending Balance	271,500
Outstanding Options, Weighted-Average Exercise Price, granted	$ 1.61
Outstanding Options, Weighted-Average Exercise Price, Ending Balance	$ 1.61
Outstanding Options, Weighted-Average Remaining Contractual Term (in years)	9 years 8 months 15 days

Revenue

6 Months Ended

Jun. 30, 2024

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. Contracts typically contemplate a single project and involve a range of tests and analytics to fulfill the requirements of each particular project.

•

Enterprise sales includes sales of tumor profiling and diagnostic tests directly to another business 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 molecular residual disease ("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 perform 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 June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Pharma tests and services	$	13,197	$	6,083	$	23,009	$	12,416
Enterprise sales		7,958		7,386		15,930		16,844
Population sequencing		1,280		3,000		2,780		6,005
Other		145		230		386		294
Total revenue	$	22,580	$	16,699	$	42,105	$	35,559

Revenue from countries outside of the United States, based on the billing addresses of customers, represented 5% and 6% of the Company’s revenue for the three months ended June 30, 2024 and 2023, respectively, and 5% and 10% for the six months ended June 30, 2024 and 2023, respectively.

Contract Assets and Liabilities

The opening and closing balances of receivables and contract liabilities from contracts with customers are shown below (in thousands). Contract assets were immaterial for all periods presented.


	June 30, 2024		December 31, 2023
Opening balances:
Accounts receivable, net	$	17,730	$	16,642

Short-term contract liabilities	$	3,288	$	1,264
Long-term contract liabilities (included in other long-term liabilities)		3,928		—
Total contract liabilities		7,216		1,264

Closing balances:
Accounts receivable, net	$	12,921	$	17,730

Short-term contract liabilities	$	4,174	$	3,288
Long-term contract liabilities (included in other long-term liabilities)		341		3,928
Total contract liabilities		4,515		7,216

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 services are subsequently performed. As of June 30, 2024, amounts related to unfulfilled services under contracts with an original expected duration of more than one year was $3.1 million. The Company expects to recognize approximately $2.8 million of this amount in the next 12 months, and the remaining $0.3 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 $1.3 million and $2.9 million for the three and six months ended June 30, 2024, and was immaterial for the three months and six months ended June 30, 2023.

- 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

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+ Details

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		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Earnings Per Share [Abstract]
Net Income (Loss)	$ (12,802)	$ (23,955)	$ (25,770)	$ (52,614)
Weighted-average common shares outstanding-basic	52,394,678	47,669,513	51,536,632	47,204,891
Weighted-average common shares outstanding-diluted	52,394,678	47,669,513	51,536,632	47,204,891
Net loss per common share-basic	$ (0.24)	$ (0.5)	$ (0.5)	$ (1.11)
Net loss per common share-diluted	$ (0.24)	$ (0.5)	$ (0.5)	$ (1.11)

- Definition

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

+ References

+ Details

- Definition

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

+ References

+ Details

- 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

Leases - Schedule of Future Minimum Lease Payments (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Leases [Abstract]
2024 (remaining nine months)	$ 4,087
2025	8,057
2026	7,230
2027	7,189
2028	5,215
2029 and thereafter	42,798
Total future minimum lease payments	74,576
Less: imputed interest	(30,194)
Present value of future minimum lease payments	44,382
Less: current portion of operating lease liability	(7,858)	$ (7,761)
Long-term operating lease liabilities	$ 36,524	$ 38,321

Fair Value Measurements

6 Months Ended

Jun. 30, 2024

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 June 30, 2024 and December 31, 2023 (in thousands):


	June 30, 2024
	Adjusted Cost		Unrealized Gains		Unrealized Losses			Fair Value		Fair Value Level
Assets
Cash and cash equivalents:
Cash	$	1,082	$	—	$	—		$	1,082
Money market funds		11,007		—		—			11,007	Level 1
Commercial paper		32,990		—		(17	)		32,973	Level 2
U.S. government securities		2,685		—		—			2,685	Level 2
Total cash and cash equivalents		47,764		—		(17	)		47,747
Short-term investments:
U.S. government securities		39,291		—		(66	)		39,225	Level 2
Total short-term investments		39,291		—		(66	)		39,225
Total assets measured at fair value	$	87,055	$	—	$	(83	)	$	86,972


	December 31, 2023
	Adjusted Cost		Unrealized Gains		Unrealized Losses			Fair Value		Fair Value Level
Assets
Cash and cash equivalents:
Cash	$	3,649	$	—	$	—		$	3,649
Money market funds		14,968		—		—			14,968	Level 1
Commercial paper		34,416		—		(18	)		34,398	Level 2
U.S. agency securities		1,985		1		—			1,986	Level 2
U.S. government securities		1,983		—		—			1,983	Level 2
Total cash and cash equivalents		57,001		1		(18	)		56,984
Short-term investments:
Commercial paper		495		—		—			495	Level 2
U.S. agency securities		1,976		—		—			1,976	Level 2
U.S. government securities		54,720		7		(3	)		54,724	Level 2
Total short-term investments		57,191		7		(3	)		57,195
Total assets measured at fair value	$	114,192	$	8	$	(21	)	$	114,179

Marketable debt securities at June 30, 2024 have maturities due in less than 12 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.

Tempus Warrants

The Black-Scholes option-pricing model was used to estimate fair value of the warrants issued to Tempus AI, Inc. ("Tempus") at the date of issuance, November 28, 2023, and at each subsequent balance sheet date. Assumptions used are listed below, which are Level 3 fair value inputs. Expected term is equal to the remaining contractual periods of each of the two warrants. Expected volatility was based on the Company's actual historical volatility over the expected terms of the warrants. The risk-free interest rate was based on the U.S. Treasury yield curve over the expected terms of the warrants. Refer to Note 8 for further information about the warrants issued to Tempus.


	As of June 30, 2024		As of March 31, 2024		As of December 31, 2023
Expected term (in years)	0.50 - 1.50		0.75 - 1.75		1.00 - 2.00
Volatility	79.67 - 99.80%		103.91 - 106.32%		102.55 - 108.46%
Risk-free interest rate	4.90 - 5.33%		4.70 - 5.21%		4.23 - 4.79%
Dividend yield	–%		–%		–%
Total fair value of Tempus Warrants (in thousands)	$	2,288	$	5,262	$	10,027

The following table sets forth a summary of the changes in fair value of the Tempus Warrants, which are classified as Level 3 financial instruments (in thousands):


Warrant Liabilities	Three months ended June 30, 2024			Six months ended June 30, 2024
Beginning balance	$	5,262		$	10,027
Change in fair value—recognized as gain within Other income (expense), net in the consolidated statements of operations		(2,974	)		(7,739	)
Ending balance	$	2,288		$	2,288

- 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

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+ Details

Document And Entity Information - shares	6 Months Ended
Document And Entity Information - shares	Jun. 30, 2024	Aug. 01, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q2
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		53,074,698
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

Loans - Additional Information (Details) $ in Thousands	1 Months Ended			6 Months Ended
Loans - Additional Information (Details) $ in Thousands	Nov. 30, 2023 USD ($) Payment	Jul. 31, 2022 USD ($) Payment	Apr. 30, 2021 USD ($) Payment	Jun. 30, 2024 USD ($)	Dec. 31, 2023 USD ($)
Lab Equipment Loan
Debt Disclosure [Line Items]
Principal amount	$ 3,400
Number of equal payments \| Payment	24
Percentage of down payment	30.00%
Debt instrument, periodic payment	monthly
Payment Agreement with Financing Entity
Debt Disclosure [Line Items]
Principal amount				$ 2,286	$ 2,904
Payment Agreement with Financing Entity \| Maximum
Debt Disclosure [Line Items]
Interest expense				$ 100
Payment Agreement with Financing Entity \| Equipment and Software Loans
Debt Disclosure [Line Items]
Principal amount		$ 1,300	$ 2,400
Number of equal payments \| Payment		3	3
Noninterest bearing rate			0.00%
Imputed interest rate		9.00%	7.00%
Payment Agreement with Financing Entity \| Computer Equipment
Debt Disclosure [Line Items]
Principal amount			$ 3,100
Number of equal payments \| Payment			3
Payment Agreement with Financing Entity \| May 2021 \| Equipment and Software Loans
Debt Disclosure [Line Items]
Payment of debt			$ 800
Payment Agreement with Financing Entity \| May 2022 \| Equipment and Software Loans
Debt Disclosure [Line Items]
Payment of debt			800
Payment Agreement with Financing Entity \| May 2023 \| Equipment and Software Loans
Debt Disclosure [Line Items]
Payment of debt			800
Payment Agreement with Financing Entity \| July 2021 \| Computer Equipment
Debt Disclosure [Line Items]
Payment of debt			1,000
Payment Agreement with Financing Entity \| June 2022 \| Computer Equipment
Debt Disclosure [Line Items]
Payment of debt			1,000
Payment Agreement with Financing Entity \| June 2023 \| Computer Equipment
Debt Disclosure [Line Items]
Payment of debt			$ 1,000
Payment Agreement with Financing Entity \| September 2022 \| Equipment and Software Loans
Debt Disclosure [Line Items]
Payment of debt		$ 400
Payment Agreement with Financing Entity \| September 2023 \| Equipment and Software Loans
Debt Disclosure [Line Items]
Payment of debt		400
Payment Agreement with Financing Entity \| September 2024 \| Equipment and Software Loans
Debt Disclosure [Line Items]
Payment of debt		$ 400

Restructuring and Other Charges - Additional Information (Details) $ in Thousands	1 Months Ended	3 Months Ended		6 Months Ended
	Dec. 31, 2023 USD ($) Employees	Jun. 30, 2023 USD ($)	Mar. 31, 2023 USD ($) Employees	Jun. 30, 2024 Employees	Jun. 30, 2023 USD ($)
Restructuring Cost and Reserve [Line Items]
Restructuring expenses recognized		$ 152			$ 4,037
Restructuring completed date	Mar. 31, 2024
Number of employees affected in workforce reduction \| Employees				100
Non-cash charges, disposals of fixed assets and impairment of other assets			$ 600
Expected number of employees affect in workforce reduction \| Employees	60
One-time Employee Termination Benefits
Restructuring Cost and Reserve [Line Items]
Restructuring expenses recognized			3,100
Restructuring expenses recognized	$ 4,000
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

CONDENSED CONSOLIDATED STATEMENTSOF COMPREHENSIVE LOSS (unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Statement of Comprehensive Income [Abstract]
Net Income (Loss)	$ (12,802)	$ (23,955)	$ (25,770)	$ (52,614)
Changes in foreign currency translation adjustments:
Change during period	2	(37)	(27)	(9)
Reclassification of adjustments to net loss due to dissolution of Personalis (Shanghai) Ltd			199
Net changes in foreign currency translation adjustments	2	(37)	172	(9)
Change in unrealized gain (loss) on available-for-sale debt securities	3	179	(70)	608
Comprehensive loss	$ (12,797)	$ (23,813)	$ (25,668)	$ (52,015)

- Definition

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income, attributable to parent entity. Excludes changes in equity resulting from investments by owners and distributions to owners.

+ References + Details

- Definition

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

+ References

+ Details

- Definition

Amount after tax, before reclassification adjustments of gain (loss) on foreign currency translation adjustments, foreign currency transactions designated and effective as economic hedges of a net investment in a foreign entity and intra-entity foreign currency transactions that are of a long-term-investment nature.

+ References + Details

Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2024

Fair Value Disclosures [Abstract]

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


	June 30, 2024
	Adjusted Cost		Unrealized Gains		Unrealized Losses			Fair Value		Fair Value Level
Assets
Cash and cash equivalents:
Cash	$	1,082	$	—	$	—		$	1,082
Money market funds		11,007		—		—			11,007	Level 1
Commercial paper		32,990		—		(17	)		32,973	Level 2
U.S. government securities		2,685		—		—			2,685	Level 2
Total cash and cash equivalents		47,764		—		(17	)		47,747
Short-term investments:
U.S. government securities		39,291		—		(66	)		39,225	Level 2
Total short-term investments		39,291		—		(66	)		39,225
Total assets measured at fair value	$	87,055	$	—	$	(83	)	$	86,972


	December 31, 2023
	Adjusted Cost		Unrealized Gains		Unrealized Losses			Fair Value		Fair Value Level
Assets
Cash and cash equivalents:
Cash	$	3,649	$	—	$	—		$	3,649
Money market funds		14,968		—		—			14,968	Level 1
Commercial paper		34,416		—		(18	)		34,398	Level 2
U.S. agency securities		1,985		1		—			1,986	Level 2
U.S. government securities		1,983		—		—			1,983	Level 2
Total cash and cash equivalents		57,001		1		(18	)		56,984
Short-term investments:
Commercial paper		495		—		—			495	Level 2
U.S. agency securities		1,976		—		—			1,976	Level 2
U.S. government securities		54,720		7		(3	)		54,724	Level 2
Total short-term investments		57,191		7		(3	)		57,195
Total assets measured at fair value	$	114,192	$	8	$	(21	)	$	114,179

Schedule of Risk-free Interest Rate Based on U.S. Treasury Yield Curve Over Expected Term of Warrants

Assumptions used are listed below, which are Level 3 fair value inputs. Expected term is equal to the remaining contractual periods of each of the two warrants. Expected volatility was based on the Company's actual historical volatility over the expected terms of the warrants. The risk-free interest rate was based on the U.S. Treasury yield curve over the expected terms of the warrants. Refer to Note 8 for further information about the warrants issued to Tempus.


	As of June 30, 2024		As of March 31, 2024		As of December 31, 2023
Expected term (in years)	0.50 - 1.50		0.75 - 1.75		1.00 - 2.00
Volatility	79.67 - 99.80%		103.91 - 106.32%		102.55 - 108.46%
Risk-free interest rate	4.90 - 5.33%		4.70 - 5.21%		4.23 - 4.79%
Dividend yield	–%		–%		–%
Total fair value of Tempus Warrants (in thousands)	$	2,288	$	5,262	$	10,027

Schedule of the Changes in the Fair Value of the Companies Level 3 Financial Instruments

The following table sets forth a summary of the changes in fair value of the Tempus Warrants, which are classified as Level 3 financial instruments (in thousands):


Warrant Liabilities	Three months ended June 30, 2024			Six months ended June 30, 2024
Beginning balance	$	5,262		$	10,027
Change in fair value—recognized as gain within Other income (expense), net in the consolidated statements of operations		(2,974	)		(7,739	)
Ending balance	$	2,288		$	2,288

Stock-Based Compensation

6 Months Ended

Jun. 30, 2024

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Stock-Based Compensation

Note 10. Stock-Based Compensation

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


	June 30, 2024
Outstanding stock awards		9,155,525
Reserved for future award grants		5,386,630
Reserved for future ESPP		192,341
Total common stock reserved for stock awards		14,734,496

Service-Based Stock Option Activity

A summary of the Company’s service-based stock option activity (excluding performance-based stock option activity, which is presented separately below) for the six months ended June 30, 2024 is as follows:


	Outstanding Service-Based 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, 2023		5,805,586		$	7.40		6.90	$	64
Options granted		2,924,500			1.56
Options exercised		—			—
Options forfeited or expired		(617,967	)		10.36
Balance—June 30, 2024		8,112,119		$	5.07		8.01	$	6
Options vested and exercisable as of June 30, 2024		3,663,128		$	8.19		6.49	$	—

The weighted-average grant date fair value of options granted was $0.92 and $1.51 per share for the three months ended June 30, 2024 and 2023, and $1.05 and $1.84 per share for the six months ended June 30, 2024 and 2023, respectively. As of June 30, 2024, the unrecognized stock-based compensation cost of unvested options was $6.7 million, which is expected to be recognized over a weighted-average period of 2.2 years.

Valuation of Service-Based Stock Options

The Company estimated the fair value of service-based stock options using the Black-Scholes option-pricing model. Fair value of stock options is recognized as compensation expense on a straight-line basis over the requisite service periods of the awards. Fair value of stock options was estimated using the following range of assumptions:


	Three Months Ended June 30,		Six Months Ended June 30,
	2024	2023	2024	2023
Expected term (in years)	5.50 - 6.08	5.50 - 6.02	5.50 - 6.08	5.50 - 6.02
Volatility	72.61 - 73.12%	78.47 - 79.31%	72.61 - 80.28%	78.47 - 79.31%
Risk-free interest rate	4.35 - 4.65%	3.47 - 3.98%	3.88 - 4.65%	3.47 - 3.98%
Dividend yield	–%	–%	–%	–%

Performance-Based Stock Option Activity

During 2024, the Company granted performance-based stock options ("PSOs") to the executive leadership team. Vesting of the PSOs is based upon attainment of certain Medicare reimbursement coverages by the end of 2025 and subject to continuous service by the executives. Fair value was estimated using the Black-Scholes option-pricing model. Total grant-date fair value of the PSOs was $0.3 million.

A summary of the Company's performance-based stock option activity for the six months ended June 30, 2024 is as follows:


	Outstanding Performance-Based 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, 2023		—	$	—		—	$	—
Options granted		271,500		1.61
Balance—June 30, 2024		271,500	$	1.61		9.71	$	—
Options vested and exercisable as of June 30, 2024		—

Restricted Stock Units ("RSU") Activity and Valuation

A summary of the Company’s RSU activity for the six months ended June 30, 2024 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, 2023		1,253,826		$	8.99	$	2,633
RSUs granted		—			—
RSUs vested		(280,595	)		12.48		394
RSUs forfeited		(201,325	)		10.25
Balance—June 30, 2024		771,906		$	7.39	$	903

As of June 30, 2024, the unrecognized stock-based compensation cost of unvested RSUs was $4.7 million, which is expected to be recognized over a weighted-average period of 1.6 years.

ESPP Activity and Valuation

During the three and six months ended June 30, 2024 and 2023, 395,552 and 468,643 shares of common stock were purchased under the Employee Stock Purchase Plan ("ESPP"). The fair value of stock purchase rights granted under the ESPP was estimated using the following assumptions:


	Three and Six Months Ended June 30,
	2024			2023
Expected term (in years)		0.50			0.50
Volatility		61.35	%		84.88	%
Risk-free interest rate		5.43	%		5.14	%
Dividend yield	–%			–%
Grant-date fair value per share	$	0.51		$	0.91

Stock-Based Compensation Expense

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Service-based stock options	$	1,237	$	1,505	$	2,452	$	2,848
Performance-based stock options		35		—		41		—
RSUs		1,324		1,757		2,732		3,880
ESPP		57		223		115		452
Total stock-based compensation expense	$	2,653	$	3,485	$	5,340	$	7,180

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Cost of revenue	$	153	$	436	$	307	$	926
Research and development		1,046		1,241		1,993		2,486
Selling, general and administrative		1,454		1,808		3,040		3,768
Total stock-based compensation expense	$	2,653	$	3,485	$	5,340	$	7,180

Basic and Diluted Net Loss Per Common Share (Tables)

6 Months Ended

Jun. 30, 2024

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 June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Net loss	$	(12,802	)	$	(23,955	)	$	(25,770	)	$	(52,614	)
Weighted-average common shares outstanding—basic and diluted		52,394,678			47,669,513			51,536,632			47,204,891
Net loss per common share—basic and diluted	$	(0.24	)	$	(0.50	)	$	(0.50	)	$	(1.11	)

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 June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Tempus Warrants		9,218,800		—		9,218,800		—
Options to purchase common stock		8,383,619		7,748,908		8,383,619		7,748,908
Unvested RSUs		771,906		1,729,788		771,906		1,729,788
ESPP		192,341		427,009		192,341		427,009
Total		18,566,666		9,905,705		18,566,666		9,905,705

Loans (Tables)

6 Months Ended

Jun. 30, 2024

Debt Disclosure [Abstract]

Schedule of Amounts Outstanding

Amounts outstanding under loans are as follows (in thousands):


	June 30, 2024			December 31, 2023
Principal	$	2,286		$	2,904
Less: unamortized discount		(5	)		(24	)
Total carrying amount		2,281			2,880
Less: current portion (included in accrued and other current liabilities)		(1,561	)		(1,646	)
Long-term portion (included in other long-term liabilities)	$	720		$	1,234

Revenue - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Disaggregation Of Revenue [Line Items]
Contract liability, revenue recognized	$ 1.3		$ 2.9
Contract with customer unsatisfied services			$ 3.1
Revenue performance obligation unsatisfied service, period			unfulfilled services under contracts with an original expected duration of more than one year
Customer Concentration Risk \| Revenues \| Maximum \| Significant Customers \| Outside of United States
Disaggregation Of Revenue [Line Items]
Revenue	5.00%	6.00%	5.00%	10.00%

Balance Sheet Details - Schedule of Inventory and Other Deferred Costs (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Inventory And Other Deferred Costs [Abstract]
Raw materials	$ 4,694	$ 5,661
Other deferred costs	4,470	4,813
Total inventory and other deferred costs	$ 9,164	$ 10,474

Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	3 Months Ended			6 Months Ended
	Dec. 31, 2021	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Summary Of Significant Accounting Policies [Line Items]
Reclassified accumulated foreign currency translation adjustment			$ 200
Proceeds from sale of stock					$ 2,842	$ 1,873
Common Stock
Summary Of Significant Accounting Policies [Line Items]
Number of shares issued		1,020,143		900,000	1,900,143	900,000
At Market Sales Agreement
Summary Of Significant Accounting Policies [Line Items]
Commission percentage of sale proceeds from common stock	3.00%
At Market Sales Agreement \| Common Stock
Summary Of Significant Accounting Policies [Line Items]
Number of shares issued		1,020,143			1,900,143
Proceeds from sale of stock		$ 1,400			$ 2,800
Weighted-average stock price		$ 1.4			$ 1.53

Leases

6 Months Ended

Jun. 30, 2024

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. The Company moved all laboratory operations to the Fremont facility during the third quarter of 2023 and is actively marketing the vacated Menlo Park space for sublease.

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. Separately, the Company also has various other short-term leases.

As of June 30, 2024, operating leases had a weighted-average remaining lease term of 10.1 years and a weighted-average discount rate of 10.5%. Discount rates are based on estimates of the Company's incremental borrowing rate, as the discount rates implicit in the leases cannot be readily determined. Future lease payments under operating leases as of June 30, 2024 were as follows (in thousands):


	Amount
2024 (remaining six months)	$	4,087
2025		8,057
2026		7,230
2027		7,189
2028		5,215
2029 and thereafter		42,798
Total future minimum lease payments		74,576
Less: imputed interest		(30,194	)
Present value of future minimum lease payments		44,382
Less: current portion of operating lease liability		(7,858	)
Long-term operating lease liabilities	$	36,524

Cash paid for operating lease liabilities, included in cash flows from operating activities in the condensed consolidated statements of cash flows, for the six months ended June 30, 2024 and 2023, was $4.0 million and $2.2 million, respectively. Right-of-use assets obtained in exchange for new operating lease liabilities during the six months ended June 30, 2024 and 2023 were zero and $1.3 million, respectively.

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Lease cost
Operating lease cost	$	1,511	$	1,843	$	3,032	$	3,592
Short-term lease cost		8		25		195		124
Variable lease cost		666		390		1,026		883
Total lease cost	$	2,185	$	2,258	$	4,253	$	4,599

Stock-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Weighted-average grant date fair value of options granted	$ 0.92	$ 1.51	$ 1.05	$ 1.84
Unrecognized stock-based compensation cost of unvested options	$ 6.7		$ 6.7
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	395,552	468,643	395,552	468,643
Performance-Based Stock Option \| 2019 Employee Stock Purchase Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Grant date fair value			$ 0.3
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			1 year 7 months 6 days
Unrecognized stock-based compensation cost of unvested RSUs	$ 4.7		$ 4.7

Summary of Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2024

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 June 30,		Six Months Ended June 30,		June 30, 2024	December 31, 2023
	2024	2023	2024	2023
Natera, Inc.	35%	44%	38%	47%	42%	36%
Moderna, Inc.	26%	*	25%	*	*	*
VA MVP	*	18%	*	17%	*	*
Merck & Co., Inc.	*	10%	*	*	23%	*
* Less than 10% of revenue or accounts receivable

Fair Value Measurements - Schedule of Risk-free Interest Rate Based on U.S. Treasury Yield Curve Over Expected Term of Warrants (Details) - Tempus Warrants - Level 3 $ in Thousands	Jun. 30, 2024 USD ($)	Mar. 31, 2024 USD ($)	Dec. 31, 2023 USD ($)
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Total fair value of Tempus Warrants (in thousands)	$ 2,288	$ 5,262	$ 10,027
Minimum
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Expected term (in years)	6 months	9 months	1 year
Maximum
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Expected term (in years)	1 year 6 months	1 year 9 months	2 years
Volatility \| Minimum
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Warrants measurement input	79.67	103.91	102.55
Volatility \| Maximum
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Warrants measurement input	99.8	106.32	108.46
Risk-free Interest Rate \| Minimum
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Warrants measurement input	4.9	4.7	4.23
Risk-free Interest Rate \| Maximum
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Warrants measurement input	5.33	5.21	4.79
Dividend Yield
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Warrants measurement input	0	0	0

Revenue (Tables)

6 Months Ended

Jun. 30, 2024

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 June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Pharma tests and services	$	13,197	$	6,083	$	23,009	$	12,416
Enterprise sales		7,958		7,386		15,930		16,844
Population sequencing		1,280		3,000		2,780		6,005
Other		145		230		386		294
Total revenue	$	22,580	$	16,699	$	42,105	$	35,559

Schedule of Contract Assets and Liabilities

The opening and closing balances of receivables and contract liabilities from contracts with customers are shown below (in thousands). Contract assets were immaterial for all periods presented.


	June 30, 2024		December 31, 2023
Opening balances:
Accounts receivable, net	$	17,730	$	16,642

Short-term contract liabilities	$	3,288	$	1,264
Long-term contract liabilities (included in other long-term liabilities)		3,928		—
Total contract liabilities		7,216		1,264

Closing balances:
Accounts receivable, net	$	12,921	$	17,730

Short-term contract liabilities	$	4,174	$	3,288
Long-term contract liabilities (included in other long-term liabilities)		341		3,928
Total contract liabilities		4,515		7,216

Stock-Based Compensation - Summary of Weighted-average Assumptions Used in Determination of Fair Value of Service-Based Stock Options (Details) - $ / shares	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Volatility, minimum	72.61%	78.47%	72.61%	78.47%
Volatility, maximum	73.12%	79.31%	80.28%	79.31%
Risk-free interest rate, minimum	4.35%	3.47%	3.88%	3.47%
Risk-free interest rate, maximum	4.65%	3.98%	4.65%	3.98%
Dividend yield	0.00%
2019 Employee Stock Purchase Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expected term (in years)	6 months	6 months	6 months	6 months
Volatility	61.35%	84.88%	61.35%	84.88%
Risk-free interest rate	5.43%	5.14%	5.43%	5.14%
Grant-date fair value per share	$ 0.51	$ 0.91	$ 0.51	$ 0.91
Minimum
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Expected term (in years)	5 years 6 months	5 years 6 months	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 7 days	6 years 29 days	6 years 7 days

Revenue - Additional Information (Details 1) $ in Millions	Jun. 30, 2024 USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation, amount	$ 2.8
Remaining performance obligation, expected time of satisfaction	12 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-04-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation, amount	$ 0.3
Remaining performance obligation, expected time of satisfaction	12 months

Balance Sheet Details

6 Months Ended

Jun. 30, 2024

Balance Sheet Related Disclosures [Abstract]

Balance Sheet Details

Note 4. Balance Sheet Details

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


	June 30, 2024		December 31, 2023
Raw materials	$	4,694	$	5,661
Other deferred costs		4,470		4,813
Total inventory and other deferred costs	$	9,164	$	10,474

Property and equipment. Depreciation and amortization expense for the three months ended June 30, 2024 and 2023 was $2.8 million, and for the six months ended June 30, 2024 and 2023 was $5.6 million. Accumulated depreciation and amortization was $41.6 million and $37.7 million as of June 30, 2024 and December 31, 2023, 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 June 30, 2024 and December 31, 2023, and is included in other long-term assets.

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


	June 30, 2024		December 31, 2023
Accrued compensation	$	6,314	$	12,816
Operating lease liabilities		7,858		7,761
Loans—current portion (Note 6)		1,561		1,646
Accrued liabilities		2,406		858
Market Development Fees received from Tempus (Note 8)		800		—
Employee ESPP contributions		241		311
Accrued taxes		38		37
Customer deposits		30		512
Total accrued and other current liabilities	$	19,248	$	23,941

Revenue - Schedule of Contract Assets and Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Revenue From Contract With Customer [Abstract]
Accounts receivable, net	$ 17,730	$ 16,642
Short-term contract liabilities	3,288	1,264
Long-term contract liabilities (included in other long-term liabilities)	3,928
Total contract liabilities	7,216	1,264
Accounts receivable, net	12,921	17,730
Short-term contract liabilities	4,174	3,288
Long-term contract liabilities (included in other long-term liabilities)	341	3,928
Total contract liabilities	$ 4,515	$ 7,216

Revenue - Schedule of Revenue Disaggregated by Customer Type (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Disaggregation Of Revenue [Line Items]
Revenue	$ 22,580	$ 16,699	$ 42,105	$ 35,559
Pharma Tests and Services
Disaggregation Of Revenue [Line Items]
Revenue	13,197	6,083	23,009	12,416
Enterprise Sales
Disaggregation Of Revenue [Line Items]
Revenue	7,958	7,386	15,930	16,844
Population Sequencing
Disaggregation Of Revenue [Line Items]
Revenue	1,280	3,000	2,780	6,005
Other
Disaggregation Of Revenue [Line Items]
Revenue	$ 145	$ 230	$ 386	$ 294

- 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 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 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 270
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482964/270-10-50-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (ee)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 4: http://fasb.org/us-gaap/role/ref/otherTransitionRef
-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 5: http://fasb.org/us-gaap/role/ref/otherTransitionRef
-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 6: 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 7: 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 8: 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 9: 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 10: 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 11: 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 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22

Reference 13: 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

Loans - Schedule of Amounts Outstanding (Details) - Payment Agreement with Financing Entity - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Debt Disclosure [Line Items]
Principal	$ 2,286	$ 2,904
Less: unamortized discount	(5)	(24)
Total carrying amount	2,281	2,880
Less: current portion (included in accrued and other current liabilities)	(1,561)	(1,646)
Long-term portion (included in other long-term liabilities)	$ 720	$ 1,234

- Definition

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

+ References + Details

CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) (Parenthetical) - $ / shares	Jun. 30, 2024	Dec. 31, 2023
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	53,052,847	50,480,694
Common stock, shares, outstanding	53,052,847	50,480,694

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, 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	1,873		1,873
Proceeds from sales of common stock under ATM facility, net of commissions, shares		900,000
Proceeds from exercise of stock options, shares		8
Proceeds from ESPP, shares		468,643
Proceeds from ESPP	909		909
Restricted stock units vested, shares		431,366
Stock-based compensation	7,180		7,180
Foreign currency translation adjustment	(9)			(9)
Unrealized gain (loss) on available-for-sale debt securities	608			608
Net Income (Loss)	(52,614)				(52,614)
Ending balance at Jun. 30, 2023	176,086	$ 5	589,418	(313)	(413,024)
Ending balance, shares at Jun. 30, 2023		48,507,101
Beginning balance at Mar. 31, 2023	193,632	$ 5	583,151	(455)	(389,069)
Beginning balance, shares at Mar. 31, 2023		46,774,490
Proceeds from sales of common stock under ATM facility, net of commissions	1,873		1,873
Proceeds from sales of common stock under ATM facility, net of commissions, shares		900,000
Proceeds from exercise of stock options, shares		8
Proceeds from ESPP, shares		468,643
Proceeds from ESPP	909		909
Restricted stock units vested, shares		363,960
Stock-based compensation	3,485		3,485
Foreign currency translation adjustment	(37)			(37)
Unrealized gain (loss) on available-for-sale debt securities	179			179
Net Income (Loss)	(23,955)				(23,955)
Ending balance at Jun. 30, 2023	176,086	$ 5	589,418	(313)	(413,024)
Ending balance, shares at Jun. 30, 2023		48,507,101
Beginning balance at Dec. 31, 2023	129,441	$ 5	598,364	(222)	(468,706)
Beginning balance, shares at Dec. 31, 2023		50,480,694
Proceeds from sales of common stock under ATM facility, net of commissions	2,842		2,842
Proceeds from sales of common stock under ATM facility, net of commissions, shares		1,900,143
Proceeds from ESPP, shares		391,415
Proceeds from ESPP	317		317
Restricted stock units vested, shares		280,595
Stock-based compensation	5,340		5,340
Foreign currency translation adjustment	172			172
Unrealized gain (loss) on available-for-sale debt securities	(70)			(70)
Net Income (Loss)	(25,770)				(25,770)
Ending balance at Jun. 30, 2024	112,272	$ 5	606,863	(120)	(494,476)
Ending balance, shares at Jun. 30, 2024		53,052,847
Beginning balance at Mar. 31, 2024	120,694	$ 5	602,488	(125)	(481,674)
Beginning balance, shares at Mar. 31, 2024		51,394,199
Proceeds from sales of common stock under ATM facility, net of commissions	1,405		1,405
Proceeds from sales of common stock under ATM facility, net of commissions, shares		1,020,143
Proceeds from ESPP, shares		391,415
Proceeds from ESPP	317		317
Restricted stock units vested, shares		247,090
Stock-based compensation	2,653		2,653
Foreign currency translation adjustment	2			2
Unrealized gain (loss) on available-for-sale debt securities	3			3
Net Income (Loss)	(12,802)				(12,802)
Ending balance at Jun. 30, 2024	$ 112,272	$ 5	$ 606,863	$ (120)	$ (494,476)
Ending balance, shares at Jun. 30, 2024		53,052,847

Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2024

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 2. Summary of Significant Accounting Policies

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 June 30,		Six Months Ended June 30,		June 30, 2024	December 31, 2023
	2024	2023	2024	2023
Natera, Inc.	35%	44%	38%	47%	42%	36%
Moderna, Inc.	26%	*	25%	*	*	*
VA MVP	*	18%	*	17%	*	*
Merck & Co., Inc.	*	10%	*	*	23%	*
* Less than 10% of revenue or accounts receivable

Significant Accounting Policies

Recent Accounting Pronouncements

New Accounting Pronouncements Not Yet Adopted

Balance Sheet Details (Tables)

6 Months Ended

Jun. 30, 2024

Balance Sheet Related Disclosures [Abstract]

Schedule of Inventory and Other Deferred Costs

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


	June 30, 2024		December 31, 2023
Raw materials	$	4,694	$	5,661
Other deferred costs		4,470		4,813
Total inventory and other deferred costs	$	9,164	$	10,474

Schedule of Accrued and Other Current Liabilities

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


	June 30, 2024		December 31, 2023
Accrued compensation	$	6,314	$	12,816
Operating lease liabilities		7,858		7,761
Loans—current portion (Note 6)		1,561		1,646
Accrued liabilities		2,406		858
Market Development Fees received from Tempus (Note 8)		800		—
Employee ESPP contributions		241		311
Accrued taxes		38		37
Customer deposits		30		512
Total accrued and other current liabilities	$	19,248	$	23,941

Summary of Significant Accounting Policies - Schedule of Percentage of Revenue and Accounts Receivables from Customers (Details) - Customer Concentration Risk	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Revenue \| Natera Inc.
Summary Of Significant Accounting Policies [Line Items]
Concentration risk percentage	35.00%	44.00%	38.00%	47.00%
Revenue \| Moderna Inc
Summary Of Significant Accounting Policies [Line Items]
Concentration risk percentage	26.00%		25.00%
Revenue \| VA MVP
Summary Of Significant Accounting Policies [Line Items]
Concentration risk percentage		18.00%		17.00%
Revenue \| Merck & Co., Inc.
Summary Of Significant Accounting Policies [Line Items]
Concentration risk percentage		10.00%
Accounts Receivable \| Natera Inc.
Summary Of Significant Accounting Policies [Line Items]
Concentration risk percentage			42.00%		36.00%
Accounts Receivable \| Merck & Co., Inc.
Summary Of Significant Accounting Policies [Line Items]
Concentration risk percentage			23.00%

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	Jun. 30, 2024	Dec. 31, 2023	Jun. 30, 2023
Assets
Cash and cash equivalents, Adjusted Cost	$ 47,747	$ 56,984	$ 97,195
Fair Value Measurements Recurring
Assets
Assets, Adjusted Cost	87,055	114,192
Assets, Unrealized Gains		8
Assets, Unrealized Losses	(83)	(21)
Assets, Fair Value	86,972	114,179
Cash and cash equivalents, Adjusted Cost	47,764	57,001
Cash and cash equivalents, Unrealized Gains		1
Cash and cash equivalents, Unrealized Losses	(17)	(18)
Cash and cash equivalents, Fair Value	47,747	56,984
Fair Value Measurements Recurring \| Short-term Investments
Assets
Investments, Adjusted Cost	39,291	57,191
Investments, Unrealized Gains		7
Investments, Unrealized Losses	(66)	(3)
Investments, Fair Value	39,225	57,195
Fair Value Measurements Recurring \| Cash
Assets
Cash and cash equivalents, Adjusted Cost	1,082	3,649
Cash and cash equivalents, Fair Value	1,082	3,649
Fair Value Measurements Recurring \| Money Market Funds \| Level 1
Assets
Cash and cash equivalents, Adjusted Cost	11,007	14,968
Cash and cash equivalents, Fair Value	11,007	14,968
Fair Value Measurements Recurring \| Commercial Paper \| Level 2
Assets
Cash and cash equivalents, Adjusted Cost		34,416
Cash and cash equivalents, Unrealized Losses		(18)
Cash and cash equivalents, Fair Value		34,398
Fair Value Measurements Recurring \| Commercial Paper \| Level 2 \| Short-term Investments
Assets
Investments, Adjusted Cost		495
Investments, Unrealized Losses	(17)
Investments, Fair Value		495
Cash and cash equivalents, Adjusted Cost	32,990
Cash and cash equivalents, Fair Value	32,973
Fair Value Measurements Recurring \| U.S. Government Securities \| Level 2
Assets
Cash and cash equivalents, Adjusted Cost	2,685	1,983
Cash and cash equivalents, Fair Value	2,685	1,983
Fair Value Measurements Recurring \| U.S. Government Securities \| Level 2 \| Short-term Investments
Assets
Investments, Adjusted Cost	39,291	54,720
Investments, Unrealized Gains		7
Investments, Unrealized Losses	(66)	(3)
Investments, Fair Value	$ 39,225	54,724
Fair Value Measurements Recurring \| U.S. Agency Securities \| Level 2
Assets
Cash and cash equivalents, Unrealized Gains		1
Fair Value Measurements Recurring \| U.S. Agency Securities \| Level 2 \| Short-term Investments
Assets
Investments, Adjusted Cost		1,976
Investments, Fair Value		1,976
Cash and cash equivalents, Adjusted Cost		1,985
Cash and cash equivalents, Fair Value		$ 1,986

Loans

6 Months Ended

Jun. 30, 2024

Debt Disclosure [Abstract]

Loans

6. Loans

Amounts outstanding under loans are as follows (in thousands):


	June 30, 2024			December 31, 2023
Principal	$	2,286		$	2,904
Less: unamortized discount		(5	)		(24	)
Total carrying amount		2,281			2,880
Less: current portion (included in accrued and other current liabilities)		(1,561	)		(1,646	)
Long-term portion (included in other long-term liabilities)	$	720		$	1,234

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 repaid the financed amount in three equal payments of $0.8 million in May 2021, May 2022, and May 2023. The payment agreement was 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. Interest expense was less than $0.1 million for each of the periods presented.

Lab Equipment Loan

In November 2023, the Company purchased lab equipment from one of its main vendors for $3.4 million. Extended payment terms were provided to the Company through a financial solutions partner of the vendor. Terms included a 30% down payment and 24 equal monthly payments for the remaining balance, with such monthly payments commencing in January 2024, and no interest or financing charges. Title for the lab equipment transferred immediately upon delivery to the Company. The financial solutions partner retains a security interest until payoff is complete at the end of 2025. The purchase price for the lab equipment was equal to the cash price and thus the impact of imputing interest would have been de minimis. Repayments are presented as financing cash outflows.

- 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
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1
-Subparagraph (a)(3)
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(2)
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-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 1
-Subparagraph (a)(1)
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
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-Paragraph 1B
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-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/470/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482925/835-30-45-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

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

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
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-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1E

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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Reference 20: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Stock-Based Compensation - Summary of Restricted Stock Unit Activity (Details) - Restricted Stock Units - 2019 Plan and Inducement Plan $ / shares in Units, $ in Thousands	6 Months Ended
	Jun. 30, 2024 USD ($) $ / shares shares	Dec. 31, 2023 USD ($)
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unvested Restricted Stock Units, Number of Shares, Beginning Balance \| shares	1,253,826
Unvested Restricted Stock Units, Number of Shares, vested \| shares	(280,595)
Unvested Restricted Stock Units, Number of Shares, forfeited \| shares	(201,325)
Unvested Restricted Stock Units, Number of Shares, Ending Balance \| shares	771,906
Unvested Restricted Stock Units, Weighted-Average Grant Date Fair Value, Beginning Balance \| $ / shares	$ 8.99
Unvested Restricted Stock Units, Weighted-Average Grant Date Fair Value, vested \| $ / shares	12.48
Unvested Restricted Stock Units, Weighted-Average Grant Date Fair Value, forfeited \| $ / shares	10.25
Unvested Restricted Stock Units, Weighted-Average Grant Date Fair Value, Ending Balance \| $ / shares	$ 7.39
Unvested Restricted Stock Units, Aggregate Fair Value \| $	$ 903	$ 2,633
Restricted Stock Units, Aggregate Fair Value, vested \| $	$ 394

Basic and Diluted Net Loss Per Common Share

6 Months Ended

Jun. 30, 2024

Earnings Per Share [Abstract]

Basic and Diluted Net Loss Per Common Share

Note 12. 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 stock options, assumed release of outstanding RSUs, assumed issuance of common stock under the ESPP, and the assumed exercise of Tempus Warrants. The Company incurred net losses in the periods presented, and as a result, potential common shares from stock options, RSUs, ESPP issuances, and the Tempus Warrants 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 June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Net loss	$	(12,802	)	$	(23,955	)	$	(25,770	)	$	(52,614	)
Weighted-average common shares outstanding—basic and diluted		52,394,678			47,669,513			51,536,632			47,204,891
Net loss per common share—basic and diluted	$	(0.24	)	$	(0.50	)	$	(0.50	)	$	(1.11	)

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 June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Tempus Warrants		9,218,800		—		9,218,800		—
Options to purchase common stock		8,383,619		7,748,908		8,383,619		7,748,908
Unvested RSUs		771,906		1,729,788		771,906		1,729,788
ESPP		192,341		427,009		192,341		427,009
Total		18,566,666		9,905,705		18,566,666		9,905,705

Tempus Agreement (Additional Information) (Details) - Tempus Agreement - USD ($) $ / shares in Units, $ in Millions		6 Months Ended
	Nov. 25, 2023	Jun. 30, 2024	Nov. 28, 2023
Tempus Agreement [LineItems]
Market Development Fees		$ 6.0
Activation fees	$ 3.0	3.0
First milestone payments upon achievement of specified clinical validations	3.0
Second milestone fees payable subject to achieving two additial clinical validations	6.0
Fair market value of promotional and commercialization services	9.6
First Milestone Fee		3.0
Market development fees payable		6.0
Market development fees received		1.0
Maximum
Tempus Agreement [LineItems]
Market Development Fees	$ 12.0
Percentage of its gross revenues attributable to such license	20.00%
Minimum
Tempus Agreement [LineItems]
Percentage of its gross revenues attributable to such license	10.00%
Tempus Warrants
Tempus Agreement [LineItems]
Proceeds from issuance of warrants		$ 6.0
Warrant exercise price per share			$ 2.5
Warrant expiration date			Dec. 31, 2025
Tempus Warrants \| Maximum
Tempus Agreement [LineItems]
Warrant issued to purchase stock			4,609,400
First Warrant
Tempus Agreement [LineItems]
Warrant exercise price per share			$ 1.5
Warrant expiration date			Dec. 31, 2024
First Warrant \| Maximum
Tempus Agreement [LineItems]
Warrant issued to purchase stock			4,609,400

Company and Nature of Business - Additional Information (Details)	6 Months Ended
	Jun. 30, 2024 Segment
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of reportable segments	1

Fair Value Measurements - Additional Information (Details)	Jun. 30, 2024 USD ($)
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Unrealized loss position for 12 months or greater on security	$ 0

Stock-Based Compensation (Tables)

6 Months Ended

Jun. 30, 2024

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:


	June 30, 2024
Outstanding stock awards		9,155,525
Reserved for future award grants		5,386,630
Reserved for future ESPP		192,341
Total common stock reserved for stock awards		14,734,496

Service-Based

Summary of Stock Option Activity


	Outstanding Service-Based 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, 2023		5,805,586		$	7.40		6.90	$	64
Options granted		2,924,500			1.56
Options exercised		—			—
Options forfeited or expired		(617,967	)		10.36
Balance—June 30, 2024		8,112,119		$	5.07		8.01	$	6
Options vested and exercisable as of June 30, 2024		3,663,128		$	8.19		6.49	$	—

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


	Three Months Ended June 30,		Six Months Ended June 30,
	2024	2023	2024	2023
Expected term (in years)	5.50 - 6.08	5.50 - 6.02	5.50 - 6.08	5.50 - 6.02
Volatility	72.61 - 73.12%	78.47 - 79.31%	72.61 - 80.28%	78.47 - 79.31%
Risk-free interest rate	4.35 - 4.65%	3.47 - 3.98%	3.88 - 4.65%	3.47 - 3.98%
Dividend yield	–%	–%	–%	–%

Summary of Restricted Stock Units Activity

A summary of the Company’s RSU activity for the six months ended June 30, 2024 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, 2023		1,253,826		$	8.99	$	2,633
RSUs granted		—			—
RSUs vested		(280,595	)		12.48		394
RSUs forfeited		(201,325	)		10.25
Balance—June 30, 2024		771,906		$	7.39	$	903

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 June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Service-based stock options	$	1,237	$	1,505	$	2,452	$	2,848
Performance-based stock options		35		—		41		—
RSUs		1,324		1,757		2,732		3,880
ESPP		57		223		115		452
Total stock-based compensation expense	$	2,653	$	3,485	$	5,340	$	7,180

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Cost of revenue	$	153	$	436	$	307	$	926
Research and development		1,046		1,241		1,993		2,486
Selling, general and administrative		1,454		1,808		3,040		3,768
Total stock-based compensation expense	$	2,653	$	3,485	$	5,340	$	7,180

2019 Employee Stock Purchase Plan

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

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


	Three and Six Months Ended June 30,
	2024			2023
Expected term (in years)		0.50			0.50
Volatility		61.35	%		84.88	%
Risk-free interest rate		5.43	%		5.14	%
Dividend yield	–%			–%
Grant-date fair value per share	$	0.51		$	0.91

2019 Employee Stock Purchase Plan | Performance-Based Stock Option

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

Summary of Stock Option Activity

A summary of the Company's performance-based stock option activity for the six months ended June 30, 2024 is as follows:


	Outstanding Performance-Based 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, 2023		—	$	—		—	$	—
Options granted		271,500		1.61
Balance—June 30, 2024		271,500	$	1.61		9.71	$	—
Options vested and exercisable as of June 30, 2024		—

- 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

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (12,802)	$ (23,955)	$ (25,770)	$ (52,614)

- Definition

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

+ References

+ Details

Summary of Significant Accounting Policies - Schedule of Percentage of Revenue and Accounts Receivables from Customers (Parenthetical) (Details) - Maximum - Customer Concentration Risk	6 Months Ended
	Jun. 30, 2024
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%

Tempus Agreement

6 Months Ended

Jun. 30, 2024

Tempus Agreement [Abstract]

Tempus Agreement

Note 8. Tempus Agreement

Overview

On November 25, 2023, the Company entered into a Commercialization and Reference Laboratory Agreement (the “Tempus Agreement”) with Tempus pursuant to which Tempus will market the Company's NeXT Personal Dx test in the United States and the Company will conduct development activities to analytically validate the test in breast cancer, lung cancer and immuno-oncology monitoring indications. The Company will perform tests ordered by patients through Tempus and the Company will bill such patients or payors.

In consideration of the Company performing development activities, Tempus will pay the Company fees of up to $12 million (the "Market Development Fees"), consisting of an activation fee of $3 million, a first milestone fee of $3 million (upon achievement of a

specified clinical validation), and a second milestone fee payable in six quarterly installments totaling $6 million (subject to achieving two additional clinical validations). The Company has achieved all three clinical validations such that both milestones have been met.

The Company will compensate Tempus for the fair market value of order requisition services (Tempus will enable its base of ordering providers to order the Personalis test and provide specimen collection and procurement support) and results delivery services (Tempus will provide results delivery services from test completion to report delivery) on a per-test basis. In addition, the parties will perform co-promotion activities and the Company will compensate Tempus for the fair market value of promotional and commercialization services provided by Tempus in an amount up to $9.6 million.

The Tempus Agreement also grants Tempus access to, and the right to use, initial and longitudinal genomic data derived from performance of the tests. If Tempus licenses such data to a third party and Tempus recognizes revenue from such license, Tempus will pay the Company a percentage of its gross revenues attributable to such license that is in the range of 10 to 20 percent. Such revenue share shall be payable during the term of the Tempus Agreement and for 10 years thereafter.

Additionally, in consideration of Tempus' obligations to the Company under the agreement, on November 28, 2023, the Company issued warrants to Tempus. See "Tempus Warrants" section further below for discussion.

Pursuant to the agreement, the Company will not allow another third party to market the test in such indications and Tempus will not market another tumor-informed molecular residual disease test for use in such indications (whether its own or that of a third party), in each case subject to certain exceptions. These exclusivity obligations terminate on December 31, 2027, to the extent they do not expire earlier. In addition, each party has the right to convert the Tempus Agreement to a non-exclusive arrangement upon the occurrence of certain specified events.

The term of the Tempus Agreement is five years, which may be extended for successive one-year terms. Either party may terminate the Tempus Agreement for convenience upon 18 months prior written notice.

Impact of Tempus Agreement on the Financial Statements

The Company had achieved the first clinical validation milestone at the time of entering the Tempus Agreement and was therefore entitled to Market Development Fees of $6 million, consisting of the first milestone fee of $3 million and the activation fee of $3 million. These proceeds of $6 million were received in 2023 and allocated to the Tempus Warrants.

The remainder of Market Development Fees—$6 million, payable in six quarterly installments—are recorded as a liability when received and offset against promotional fees as they are paid by the Company to Tempus. Such promotional fees are included in selling, general and administrative expenses in the consolidated statements of operations and were immaterial for the periods presented. As of June 30, 2024, $1 million of the aforementioned $6 million Market Development Fees have been received.

Tempus Warrants

In consideration of Tempus’ obligations to Personalis under the agreement, on November 28, 2023, the Company issued to Tempus (1) a warrant to purchase up to 4,609,400 shares of Personalis common stock at an exercise price per share of $1.50, with an expiration date of December 31, 2024 (the “First Warrant”), and (2) a warrant to purchase up to 4,609,400 shares of Personalis common stock at an exercise price per share of $2.50, with an expiration date of December 31, 2025 (the “Second Warrant” and, together with the First Warrant, the “Tempus Warrants”). The Tempus Warrants are exercisable for cash at any time prior to the applicable expiration date, may be net exercised in certain circumstances, and will be automatically net exercised in connection with a change of control of Personalis if the value ascribed to the consideration to be paid for one share of common stock is greater than the applicable exercise price. If Tempus acquires any shares of common stock directly from the Company other than by exercising the Tempus Warrants (any such shares, “Non-Warrant Shares”), then the total number of shares issuable upon exercise of the Tempus Warrants will be reduced by the Non-Warrant Shares on a share-for-share basis, proportionally between the First Warrant and the Second Warrant based on how many shares are then underlying the Tempus Warrants. Subject to limited exceptions, neither the warrants nor any interest therein may be transferred or assigned without the prior written consent of Personalis.

Because the number of shares issuable upon settlement are subject to adjustment if Tempus acquires Non-Warrant Shares, the Tempus Warrants are classified as liability instruments and are subject to remeasurement at each balance sheet date, with changes in fair value recognized as Other Income (Expense) in the condensed consolidated statements of operations. Fair values of the warrants are estimated using the Black-Scholes option-pricing model. See Note 5 Fair Value Measurements for discussion of inputs used in the measurements of the Tempus Warrants and the resulting gains recognized in the consolidated statements of operations.

Stock-Based Compensation - Summary of Stock-Based Compensation Expense by Function (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation expense	$ 2,653	$ 3,485	$ 5,340	$ 7,180
Costs of revenue
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation expense	153	436	307	926
Research and development
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation expense	1,046	1,241	1,993	2,486
Selling, general, and administrative
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation expense	$ 1,454	$ 1,808	$ 3,040	$ 3,768

- 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 - Additional Information (Details) $ in Millions	6 Months Ended		12 Months Ended
Leases - Additional Information (Details) $ in Millions	Jun. 30, 2024 USD ($) ft²	Jun. 30, 2023 USD ($)	Dec. 31, 2021 USD ($) ft²
Lessee Lease Description [Line Items]
Area of office space \| ft²	31,280
Lease expiration month and year	2027-11
Operating leases, weighted-average remaining lease term	10 years 1 month 6 days
Operating leases, weighted-average discount rate	10.50%
Cash paid for operating lease liabilities	$ 4.0	$ 2.2
Right-of-use asset obtained in exchange for operating lease liability	$ 0.0	$ 1.3
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			$ 15.1

Balance Sheet Details - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Mar. 31, 2024	Dec. 31, 2023
Income Statement [Abstract]
Depreciation and amortization expense	$ 2,800	$ 2,800	$ 5,640	$ 5,630
Accumulated depreciation and amortization					$ 41,600	$ 37,700
Restricted cash, included in other long-term assets	$ 1,790	$ 1,790	$ 1,790	$ 1,790		$ 1,800

Leases (Tables)

6 Months Ended

Jun. 30, 2024

Leases [Abstract]

Schedule of Future Minimum Lease Payments


	Amount
2024 (remaining six months)	$	4,087
2025		8,057
2026		7,230
2027		7,189
2028		5,215
2029 and thereafter		42,798
Total future minimum lease payments		74,576
Less: imputed interest		(30,194	)
Present value of future minimum lease payments		44,382
Less: current portion of operating lease liability		(7,858	)
Long-term operating lease liabilities	$	36,524

Components of Lease Costs

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Lease cost
Operating lease cost	$	1,511	$	1,843	$	3,032	$	3,592
Short-term lease cost		8		25		195		124
Variable lease cost		666		390		1,026		883
Total lease cost	$	2,185	$	2,258	$	4,253	$	4,599

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Income Statement [Abstract]
Revenue	$ 22,580	$ 16,699	$ 42,105	$ 35,559
Costs and expenses
Cost of revenue	14,543	11,907	28,575	26,037
Research and development	12,957	17,852	25,728	34,425
Selling, general and administrative	11,973	12,134	23,575	26,231
Restructuring and other charges		152		4,037
Total costs and expenses	39,473	42,045	77,878	90,730
Loss from operations	(16,893)	(25,346)	(35,773)	(55,171)
Interest income	1,136	1,465	2,495	2,718
Interest expense	(9)	(39)	(18)	(86)
Other income (expense), net	2,968	1	7,537	(25)
Loss before income taxes	(12,798)	(23,919)	(25,759)	(52,564)
Provision for income taxes	4	36	11	50
Net loss	$ (12,802)	$ (23,955)	$ (25,770)	$ (52,614)
Net loss per share, basic	$ (0.24)	$ (0.5)	$ (0.5)	$ (1.11)
Net loss per share, diluted	$ (0.24)	$ (0.5)	$ (0.5)	$ (1.11)
Weighted-average shares outstanding, basic	52,394,678	47,669,513	51,536,632	47,204,891
Weighted-average shares outstanding, diluted	52,394,678	47,669,513	51,536,632	47,204,891

Fair Value Measurements - Summary of Changes in Fair Value of Level 3 Financial Instruments (Details) - Level 3 - Warrant Liability - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2024
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Beginning balance	$ 5,262	$ 10,027
Change in fair value-recognized as gain within Other income (expense), net in the consolidated statements of operations	(2,974)	(7,739)
Ending balance	$ 2,288	$ 2,288

Stock-Based Compensation - Summary of Shares of Common Stock Available for Issuance (Details)	Jun. 30, 2024 shares
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]
Outstanding stock awards	9,155,525
Reserved for future award grants	5,386,630
Reserved for future ESPP	192,341
Total common stock reserved for stock awards	14,734,496

Leases - Components of Lease Costs (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Lease cost
Operating lease cost	$ 1,511	$ 1,843	$ 3,032	$ 3,592
Short-term lease cost	8	25	195	124
Variable lease cost	666	390	1,026	883
Total lease cost	$ 2,185	$ 2,258	$ 4,253	$ 4,599