0001628945-22-000031 | 10-K | XBRL Viewer

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BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 409,873	$ 121,578
Restricted cash	13,837	6,000
Accounts receivable, net	104,589	4,168
Inventories	88,388	36,842
Prepaid expenses	45,889	13,847
Other current assets	7,446	1,263
Total current assets	670,022	183,698
Restricted cash, non-current	0	1,677
Property and equipment, net	177,456	103,683
Prepaid rent	1,567	16,771
Right-of-use assets operating leases	79,474	8,281
Intangible assets, net	7,673	2,038
Other non-current assets	3,868	180
Total assets	940,060	316,328
Current liabilities:
Accounts payable	37,208	23,847
Accrued liabilities and other current liabilities	29,498	8,822
Income taxes payable	8,297	0
Deferred revenue, current	82,165	115,747
Debt, current	0	5,434
Operating lease liabilities, current	7,147	797
Finance lease liabilities, current	2,621	1,249
Total current liabilities	166,936	155,896
Redeemable convertible preferred stock warrant liabilities	0	1,331
Deferred revenue, net of current portion	10,283	67,349
Operating leases liabilities, net of current portion	46,464	10,472
Finance lease liabilities, net of current portion	3,271	1,857
Other non-current liabilities	6,356	4,500
Total liabilities	233,310	241,405
Commitments and contingencies
Redeemable Convertible Preferred Stock
Total redeemable convertible preferred stock	0	176,323
Stockholders’ Equity (Deficit)
Preferred stock, $0.00001 par value; 50,000,000 and no shares authorized, no shares issued and outstanding at December 31, 2021 and December 31, 2020, respectively	0	0
Common stock, $0.00001 par value; 500,000,000 and 129,030,355 shares authorized, 146,402,991 and 27,995,780 issued and outstanding at December 31, 2021 and December 31, 2020, respectively	1	0
Additional paid-in-capital	730,767	9,036
Accumulated deficit	(24,018)	(110,436)
Total stockholders’ equity (deficit)	706,750	(101,400)
Total liabilities, redeemable convertible preferred stock and stockholders’ equity (deficit)	940,060	316,328
Series A Redeemable Convertible Preferred Stock
Redeemable Convertible Preferred Stock
Total redeemable convertible preferred stock	0	7,519
Series B Redeemable Convertible Preferred Stock
Redeemable Convertible Preferred Stock
Total redeemable convertible preferred stock	0	66,186
Series C-1 Redeemable Convertible Preferred Stock
Redeemable Convertible Preferred Stock
Total redeemable convertible preferred stock	0	96,436
Series C-2 Redeemable Convertible Preferred Stock
Redeemable Convertible Preferred Stock
Total redeemable convertible preferred stock	$ 0	$ 6,182

BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Preferred stock, par value (in dollars per share)	$ 0.00001	$ 0.00001
Preferred stock, shares authorized (in shares)	50,000,000	0
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.00001	$ 0.00001
Common stock, shares authorized (in shares)	500,000,000	129,030,355
Common stock, shares issued (in shares)	146,402,991	27,995,780
Common stock, shares outstanding (in shares)	146,402,991	27,995,780
Series A Redeemable Convertible Preferred Stock
Temporary equity, par value (in dollars per share)	$ 0.00001	$ 0.00001
Temporary equity, shares authorized (in shares)	0	8,721,437
Temporary equity, shares issued (in shares)	0	8,350,743
Temporary equity, shares outstanding (in shares)	0	8,350,743
Temporary equity, liquidation preference	$ 0	$ 7,660
Series B Redeemable Convertible Preferred Stock
Temporary equity, par value (in dollars per share)	$ 0.00001	$ 0.00001
Temporary equity, shares authorized (in shares)	0	46,213,620
Temporary equity, shares issued (in shares)	0	46,176,715
Temporary equity, shares outstanding (in shares)	0	46,176,715
Temporary equity, liquidation preference	$ 0	$ 66,240
Series C-1 Redeemable Convertible Preferred Stock
Temporary equity, par value (in dollars per share)	$ 0.00001	$ 0.00001
Temporary equity, shares authorized (in shares)	0	27,308,229
Temporary equity, shares issued (in shares)	0	27,308,227
Temporary equity, shares outstanding (in shares)	0	27,308,227
Temporary equity, liquidation preference	$ 0	$ 100,000
Series C-2 Redeemable Convertible Preferred Stock
Temporary equity, par value (in dollars per share)	$ 0.00001	$ 0.00001
Temporary equity, shares authorized (in shares)	0	1,690,380
Temporary equity, shares issued (in shares)	0	1,690,380
Temporary equity, shares outstanding (in shares)	0	1,690,380
Temporary equity, liquidation preference	$ 0	$ 5,571

STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	12 Months Ended
STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Revenue
Revenue	$ 618,107	$ 22,953	$ 6,626
Operating costs and expenses:
Sales and marketing	28,729	714	88
Research and development	42,829	28,478	21,405
General and administrative	79,788	23,936	5,900
Total operating costs and expenses	427,888	68,079	27,393
Income (loss) from operations	190,219	(45,126)	(20,767)
Other income (expense):
Interest expense	(9,809)	(374)	(152)
Change in fair value of redeemable convertible preferred stock warrants	53	(1,289)	4
Change in fair value of convertible notes	(59,560)	0	0
Loss on extinguishment of debt	(1,998)	(610)	0
Other income, net	272	47	309
Net income (loss) before income taxes	119,177	(47,352)	(20,606)
Income tax expense	32,759	0	0
Net income (loss)	$ 86,418	$ (47,352)	$ (20,606)
Net income (loss) per share attributable to common stockholders – basic (in dollars per share)	$ 0.63	$ (2.90)	$ (1.31)
Weighted-average number of shares used in computation of net income (loss) per share attributable to common stockholders – basic (in shares)	52,815,449	16,315,730	15,760,246
Net income (loss) per share attributable to common stockholders – diluted (in dollars per share)	$ 0.59	$ (2.90)	$ (1.31)
Weighted-average number of shares used in computation of net income (loss) per share attributable to common stockholders – diluted (in shares)	59,635,384	16,315,730	15,760,246
Product revenue
Revenue
Revenue	$ 615,796	$ 15,391	$ 0
Operating costs and expenses:
Cost of product revenue	276,542	14,951	0
Grant and other revenue
Revenue
Revenue	$ 2,311	$ 7,562	$ 6,626

STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Series A Redeemable Convertible Preferred Stock	Series B Redeemable Convertible Preferred Stock	Series C Redeemable Convertible Preferred Stock
Beginning balance (in shares) at Dec. 31, 2018					8,350,743	46,176,715	0
Beginning balance at Dec. 31, 2018					$ 7,519	$ 66,186	$ 0
Ending balance (in shares) at Dec. 31, 2019					8,350,743	46,176,715	0
Ending balance at Dec. 31, 2019					$ 7,519	$ 66,186	$ 0
Beginning balance (in shares) at Dec. 31, 2018		18,679,868
Beginning balance at Dec. 31, 2018	$ (37,881)	$ 0	$ 4,597	$ (42,478)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Exercise of common stock options (in shares)		24,250
Exercise of common stock options	12		12
Stock-based compensation	336		336
Net income (loss)	(20,606)			(20,606)
Ending balance (in shares) at Dec. 31, 2019		18,704,118
Ending balance at Dec. 31, 2019	(58,139)	$ 0	4,945	(63,084)
Increase (Decrease) in Temporary Equity [Roll Forward]
Issuance of Series C-1 preferred stock & exercise of redeemable convertible preferred stock warrants (in shares)							27,308,227
Issuance of Series C-1 preferred stock & exercise of redeemable convertible preferred stock warrants							$ 96,436
Conversion of redeemable convertible preferred stock (in shares)							1,690,380
Conversion of redeemable convertible preferred stock							$ 6,182
Ending balance (in shares) at Dec. 31, 2020					8,350,743	46,176,715	28,998,607
Ending balance at Dec. 31, 2020	176,323				$ 7,519	$ 66,186	$ 102,618
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Release of common stock from restricted stock purchase agreement	0
Exercise of common stock options (in shares)		1,918,499
Exercise of common stock options	669		669
Vesting of early exercised stock options	259		259
Vesting and issuance of common stock per restricted stock purchase (in shares)		7,373,163
Stock-based compensation	3,163		3,163
Net income (loss)	(47,352)			(47,352)
Ending balance (in shares) at Dec. 31, 2020		27,995,780
Ending balance at Dec. 31, 2020	(101,400)	$ 0	9,036	(110,436)
Increase (Decrease) in Temporary Equity [Roll Forward]
Issuance of Series C-1 preferred stock & exercise of redeemable convertible preferred stock warrants (in shares)					48,513	31,369
Issuance of Series C-1 preferred stock & exercise of redeemable convertible preferred stock warrants					$ 831	$ 537
Conversion of redeemable convertible preferred stock (in shares)					(8,399,256)	(46,208,084)	(28,998,607)
Conversion of redeemable convertible preferred stock					$ (8,350)	$ (66,723)	$ (102,618)
Ending balance (in shares) at Dec. 31, 2021					0	0	0
Ending balance at Dec. 31, 2021	0				$ 0	$ 0	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Conversion of redeemable convertible preferred stock (in shares)		83,605,947
Conversion of redeemable convertible preferred stock	$ 177,691	$ 1	177,690
Exercise of common stock options (in shares)	1,713,054	1,500,071
Exercise of common stock options	$ 432		432
Conversion of convertible notes into common stock (in shares)		18,611,914
Conversion of convertible notes into common stock	297,792		297,792
Stock-based compensation expense from issuance of a fully vested warrant to vendor	1,239		1,239
Issuance of common stock at public offering, net of issuance costs (in shares)		14,375,000
Issuance of common stock at public offering, net of issuance costs of $24.0 million	205,956		205,956
Exercise of common stock warrants (in shares)		84,118
Exercise of common stock warrants	77		77
Vesting of early exercised stock options	152		152
Tax withholding on exercise of stock options and restricted stock units	(4,586)		(4,586)
Common stock issued to outgoing directors (in shares)		128,000
Vesting and issuance of common stock per restricted stock purchase (in shares)		102,161
Stock-based compensation	42,979		42,979
Net income (loss)	86,418			86,418
Ending balance (in shares) at Dec. 31, 2021		146,402,991
Ending balance at Dec. 31, 2021	$ 706,750	$ 1	$ 730,767	$ (24,018)

STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT) (Parenthetical) $ in Millions	12 Months Ended
	Dec. 31, 2021 USD ($)
Statement of Stockholders' Equity [Abstract]
Payments of stock issuance costs	$ 24.0

STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Cash flows from operating activities
Net income (loss)	$ 86,418	$ (47,352)	$ (20,606)
Adjustments to reconcile net income (loss) to net cash, cash equivalents and restricted cash (used in) provided by operations
Depreciation and amortization	32,509	6,282	3,653
Change in fair value of redeemable convertible preferred stock warrant liabilities	(53)	1,289	(4)
Change in fair value of convertible notes	59,560	0	0
Stock-based compensation expense	42,979	3,163	336
Loss on extinguishment of debt	1,998	610	0
Non-cash lease expense	5,318	568	0
Convertible notes issuance costs	6,000	0	0
Deferred income taxes	3,468	0	0
Interest on finance leases	218	113	107
Stock-based compensation expense from issuance of fully vested warrant to vendor	1,239	0	0
Non-cash interest expense	2,883	16	6
Changes in operating assets and liabilities:
Accounts receivable	(100,422)	(3,968)	4,291
Inventory	(51,546)	(36,842)	0
Prepaid expenses and other current assets	(38,987)	(30,978)	(415)
Other non-current assets	(3,688)	(130)	(374)
Accounts payable, accrued liabilities and other current liabilities	44,823	12,637	10
Income taxes payable	11,185	0	0
Deferred revenue	(90,648)	183,084	0
Operating lease liabilities	(18,203)	(337)	0
Other non-current liabilities	(4,500)	4,500	0
Net cash, cash equivalents and restricted cash (used in) provided by operating activities	(9,449)	92,655	(12,996)
Cash flows from investing activities
Purchases of property and equipment	(108,848)	(76,034)	(2,945)
Expenditures for software development	(6,869)	(2,114)	0
Net cash, cash equivalents and restricted cash used in investing activities	(115,717)	(78,148)	(2,945)
Cash flows from financing activities
Proceeds from issuance of Series C-1 redeemable convertible preferred stock	0	100,000	0
Proceeds from convertible notes	235,480	5,563	0
Payments for issuance costs of Series C-1 redeemable convertible preferred stock	0	(3,564)	0
Proceeds from exercise of redeemable convertible preferred stock warrant	89	0	0
Payments of issuance costs of convertible notes	(6,000)	0	0
Proceeds from exercise of common stock options	432	1,079	12
Proceeds from exercise of common stock warrant	77	0	0
Proceeds from issuance of common stock at public offering	230,000	0	0
Payments of issuance costs of public offering	(24,044)	0	0
Proceeds from debt	82,250	1,658	4,084
Tax withholding on exercise of stock options and restricted stock units	(4,586)	0	0
Debt issuance and prepayment costs	(2,128)	0	0
Repayment of debt	(87,684)	(2,571)	0
Payments for finance leases	(4,265)	(1,922)	(486)
Net cash, cash equivalents and restricted cash provided by financing activities	419,621	100,243	3,610
Net change in cash, cash equivalents and restricted cash	294,455	114,750	(12,331)
Cash, cash equivalents and restricted cash, beginning balance	129,255	14,505	26,836
Cash, cash equivalents and restricted cash, ending balance	423,710	129,255	14,505
Reconciliation of cash, cash equivalents, and restricted cash
Cash and cash equivalents	409,873	121,578	14,328
Restricted cash, current	13,837	6,000	0
Restricted cash, non-current	0	1,677	177
Total cash, cash equivalents and restricted cash	423,710	129,255	14,505
Supplemental disclosure for cash flow information
Cash paid for taxes	18,106	0	0
Cash paid for interest	767	340	152
Supplemental disclosure for non-cash investing and financing matters
Early exercised stock options liability	152	152	0
Conversion of convertible notes to Series C-2 redeemable convertible preferred stock	0	6,182	0
Right-of-use assets obtained in exchange for lease obligations	48,211	11,269	0
Prepaid rent reclassified to right-of-use assets	15,966	0	0
Purchases of property and equipment included in accounts payable and accrued liabilities	6,765	18,156	110
Software development costs included in accounts payable	758	0	0
Conversion of redeemable convertible preferred stock into common stock	177,691	0	0
Exercise of redeemable convertible preferred stock warrant	1,278	0	0
Conversion of convertible notes	297,792	0	0
Equipment obtained under capital lease obligations	$ 0	$ 0	$ 346

BUSINESS AND BASIS OF ACCOUNTING	12 Months Ended
BUSINESS AND BASIS OF ACCOUNTING	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
BUSINESS AND BASIS OF ACCOUNTING	BUSINESS AND BASIS OF ACCOUNTING Organization and Description of Business Cue Health Inc. (the “Company”) was originally formed in the State of California on January 26, 2010, prior to being incorporated in the State of Delaware on December 14, 2017. The Company is a healthcare technology company committed to revolutionizing the healthcare experience by providing individuals with a convenient and connected diagnostic platform that bridges the physical and virtual care continuum. The Company’s proprietary platform, the Cue Health Monitoring System, comprised of the Cue Reader and Cue Test Kit, enables lab-quality diagnostics-led care at home, at work or at the point of care. This platform is designed to empower stakeholders across the healthcare ecosystem, including individuals, enterprises, healthcare providers and payors, and public health agencies with paradigm-shifting access to diagnostic and health data to inform care decisions. The Company’s headquarters are located in San Diego, California. Basis of Accounting The Company’s financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”) for reporting. Initial Public Offering On September 28, 2021, the Company completed its initial public offering (“IPO”) of 14,375,000 shares of the Company common stock at an offering price of $16.00 per share, including 1,875,000 shares purchased by the IPO underwriters. The Company received aggregate net proceeds of approximately $206.0 million after deducting underwriting commissions and legal, accounting, and consulting fees related to the IPO. Upon completion of the IPO, Convertible Notes outstanding, see Note 9, Debt, in the principal amount of $235.5 million and accrued interest of $2.8 million were automatically converted into 18,611,914 shares of common stock. All outstanding shares of the Company’s redeemable convertible preferred stock, see Note 10, Capital Stock, were converted into 83,605,947 shares of common stock. Immediately prior to the IPO, all of the Company’s outstanding warrants to purchase redeemable convertible preferred stock were converted into the redeemable convertible preferred stock and the related warrant liabilities were reclassified to additional paid-in capital. Use of Estimates The preparation of the accompanying financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Significant estimates and assumptions made in the accompanying financial statements include, but are not limited to revenue recognition, net accounts receivable, stock-based compensation expense, product warranty reserve, the recoverability of its long-lived assets, net deferred tax assets (and related valuation allowance) and the fair value of Convertible Notes and common stock prior to the Company’s IPO. The Company evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors and adjusts those estimates and assumptions when facts and circumstances dictate. Actual results could materially differ from those estimates. Segment Reporting Operating segments are identified as components of an enterprise about which discrete financial information is available for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance. In addition, the guidance for segment reporting indicates certain quantitative materiality thresholds. The Company views its operations and manages its business in one operating segment which is consistent with how the Chief Executive Officer, who is the chief operating decision maker, reviews the business, makes investment and resource allocation decisions, and assesses operating performance. All revenue to date is from customers located in the United States and all long-lived assets are located in the United States. COVID-19 Impact COVID-19 that was declared a global pandemic by the World Health Organization in March 2020 adversely impacted global commercial activity but served as a catalyst to accelerating the Company’s product pipeline. The Company’s first commercially available diagnostic test for the Cue Health Monitoring System is the Cue COVID-19 test for ribonucleic acid of SARS-CoV-2, the virus that causes COVID-19. The Company began selling and recording product revenues for its Cue COVID-19 test in August 2020 after obtaining an Emergency Use Authorization (“EUA”) from the Federal Drug Administration (“FDA”) in June 2020. Currently, 100% of the Company’s product revenues are derived from the Cue COVID-19 test. Given the unpredictable nature of the COVID-19 pandemic, the development and potential size of the COVID-19 diagnostic testing market is highly uncertain. The FDA issued various emergency use authorizations for COVID-19 vaccines. The widely administered use of an efficacious vaccine or new therapeutic treatment for COVID-19 may reduce the demand for the Cue COVID-19 test and, as a result, the COVID-19 diagnostic testing market may not develop or grow substantially. Given the rapid development of events surrounding the pandemic, there is uncertainty to the Company’s future results and performance.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS

Cash and Cash Equivalents

Cash and cash equivalents consist of bank deposits. The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

Restricted Cash

Restricted cash consists primarily of cash that serves as collateral for the Company’s standby letters of credit. Any cash that is legally restricted from use is classified as restricted cash. If the purpose of restricted cash relates to acquiring long-term assets, liquidating a long-term liability, or is otherwise unavailable for a period longer than one year from the balance sheet date, the restricted cash is classified as a long-term asset. Otherwise, restricted cash is presented in current assets in the balance sheets. As of December 31, 2021 and 2020, the Company had $13.8 million and $7.7 million of restricted cash included on the balance sheets.

Accounts Receivable

The Company grants credit to customers in the normal course of business and the resulting accounts receivable is stated at their net realizable value. The allowance for doubtful accounts represents the Company’s estimate of probable credit losses relating to accounts receivable and is determined based on historical experience and other specific account data. Amounts are written off against the allowances for doubtful accounts when the Company determines that a customer account is uncollectible. As of December 31, 2021 and 2020, the Company’s allowance for doubtful accounts was $0.3 million and $0, respectively.

Concentration of Credit Risk and Other Risk and Uncertainties

Financial instruments, which potentially subject the Company to concentration of credit risk, consist primarily of cash and trade accounts receivable. The Company maintains deposits in federally insured financial institutions in excess of federally insured limits. The Company has not experienced any losses in such accounts and the deposits are held with large financial institutions.

The Company had two customers that represented more than 10% of total product revenue for the year ended December 31, 2021, at 62% and 25%, respectively. For the year ended December 31, 2020, the Company had two customers that represented more than 10% of product revenue at 58% and 22%, respectively. For the year ended December 31, 2019, the Company did not have any product revenue. See Note 3, Revenue Recognition.

As of December 31, 2021, accounts receivable from one customer with balances due in excess of 10% of total accounts receivable was 60%. As of December 31, 2020, accounts receivable from three customers with balances due in excess of 10% of total accounts receivable were 31%, 29% and 20%, respectively.

The Company purchases certain components for its products from two single suppliers. A change in or loss of these suppliers could cause a delay in filling customer orders and a possible loss of sales, which could adversely affect results of operations.

Inventories

Inventory is valued at lower of cost or net realizable value on a first in, first out basis. Work-in-process and finished goods inventories consist of materials, labor and manufacturing overhead. Provisions for excess and obsolete inventory are primarily based on the Company’s estimates of forecasted sales, usage levels, and expiration dates, as applicable for certain disposable products, and assumptions about obsolescence. Unabsorbed manufacturing costs are treated as expense in the period incurred.

Product Warranty Reserve

The Company provides its customers with the right to receive a replacement of defective or nonconforming Cue Readers for a period of up to twelve months from the date of shipment. Although no explicit warranty is provided for Cue Cartridges, the Company may choose to replace Cue Cartridges that result in cancelled tests and invalid test results. All warranties are classified as current liabilities within the accrued liabilities and other current liabilities on the balance sheet. Provisions for estimated expenses related to product warranty are made at the time products are sold. These estimates are determined based on historical information that includes test failure rates, replacement frequency, and the overall replacement cost. The Company evaluates the reserve on a quarterly basis and makes adjustments when appropriate. Changes to test failure rates and overall replacement rates could have a material impact on our estimated liability.

The following table provides a reconciliation of the change in estimated warranty liabilities:


	Amount
Balance, December 31, 2020	$	—
Provision for warranties	7,744
Settlements	(2,879)
Balance, December 31, 2021	$	4,865

The Company did not have a product warranty reserve for the years ended December 31, 2020 and 2019.

Fair Value Measurements and Financial Instruments

The carrying value of the Company’s cash and cash equivalents, accounts receivable and accounts payable approximate fair value due to the short-term nature of these items. Based on the borrowing rates currently available to the Company for debt with similar terms and consideration of default and credit risk, the carrying value of the Company’s long-term borrowings approximates its fair value.

Fair value is defined as the exchange price that would be received for an asset or an exit price paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs.

The fair value hierarchy defines a three-level valuation hierarchy for disclosure of fair value measurements as follows:


Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2 - Inputs other than quoted prices included within Level 1 that are observable, unadjusted quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities.
Level 3 - Unobservable inputs that are supported by little or no market activity for the related assets or liabilities.

The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

The Company’s redeemable convertible preferred stock warrant liabilities and convertible notes are measured at fair value on a recurring basis and are classified as Level 3 liabilities, see Note 11, Fair Value Measurements. The Company records subsequent adjustments to reflect the increase or decrease in estimated fair value at each reporting date in current period earnings.

Property and Equipment, Net

Property and equipment, net, which consist of manufacturing equipment, laboratory equipment, furniture and fixtures, computers and software, office equipment and leasehold improvements, are stated at cost less depreciation. Leasehold improvements are amortized on a straight-line basis over the shorter of their useful life or the remaining lease term, including any renewal periods that the Company is reasonably certain to exercise. Repair and maintenance costs that do not improve service potential or extend economic life are expensed as incurred.

The estimated useful lives are as follows:


			Years
Machinery and equipment			3-7 years
Furniture and fixtures			7
Computers and software			3-5 years

The Company completed a review of the estimated useful lives of its assets upon receiving FDA EUAs of the Company’s Cue COVID-19 Test in June 2020. This review, based on expected technological advances and demand expectations, reduced the useful life of laboratory equipment from seven to five years and the useful life of certain manufacturing equipment from seven to three years. The change in useful lives was accounted for as a change in accounting estimate on a prospective basis effective June 1, 2020. For the year ended December 31, 2020, the change in estimate resulted in an increase in depreciation and amortization expense of $3.2 million, an increase in net loss of $3.2 million and an increase in basic and diluted net loss per share of $0.20.

Intangible Assets, Net

Intangible assets, net are recorded at cost and amortized on a straight-line basis over their estimated useful lives. Intangible assets consist of capitalized software costs incurred in the development of the Cue Health App (the “App”). The Company determined that costs incurred during the application development stage that are directly related to the actual development of the software application are capitalized, while costs incurred in the preliminary project and post implementation stage are expensed as incurred. Additionally, indirect costs related to the software development during the application development stage are expensed as incurred. As the App is constantly updated to the next version once it has reached technological feasibility, the Company separates costs on a reasonable basis between maintenance and upgrades that extend the functionality and useful life of the App. The maintenance costs are expensed as incurred. The Company has concluded that given the rapid changes in technology, the software has a useful life of three years and is amortized on a straight-line basis. Amortization expense related to the App is recorded in cost of product revenue.

Leases

The Company determines if an arrangement is a lease at inception and if so, determines whether the lease qualifies as an operating or finance lease. Lease balances are included in the balance sheets as right-of-use assets and lease liabilities. The Company does not recognize right-of-use assets and lease liabilities for short-term leases, which have terms of 12 months or less, on its balance sheet.

Right-of-use assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Right-of-use assets and liabilities are recognized at lease commencement date based on the present value of lease payments over the lease term. When the Company’s leases do not provide an implicit rate, an incremental borrowing rate is used based on the information available at commencement dates in determining the present value of lease payments. The incremental borrowing rate is the rate of interest that the Company would expect to pay to borrow over a similar term, and on a collateralized basis, an amount equal to the lease payments in a similar economic environment. The Company’s lease terms may include options to extend or terminate the lease when the Company is reasonably certain that it will exercise such options. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

Deferred Rent (Prior to adoption of Accounting Standards Codification “(ASC”) 842)

Rent expense is recorded on a straight-line basis over the term of the lease, which includes the construction build-out period and lease extension periods, if appropriate. The difference between rent payments and straight-line rent expense is recorded as deferred rent and included in accrued liabilities on the balance sheets. Landlord allowances are amortized on a straight-line basis over the lease term as a reduction to rent expense.

Deferred Offering Costs

The Company capitalizes certain legal, professional accounting and other third-party fees that are directly associated with in-process equity financings as deferred offering costs until such financings are consummated. After consummation of the financing, these costs are recorded as a reduction of the proceeds received from the equity financing. If a planned equity financing is abandoned, the deferred offering costs are expensed immediately as a charge to operating expenses in the statements of operations. As of December 31, 2021, the deferred offering costs were offset against the proceeds received upon the completion of the IPO. There were no deferred offering costs recorded in the Company’s balance sheets as of December 31, 2020.

Impairment of Long-Lived Assets

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset or an asset group may not be recoverable. If such triggering event is determined to have occurred, the asset’s or asset group’s carrying value is compared to the future undiscounted cash flows expected to be generated. If the carrying value exceeds the undiscounted cash flows of the asset, then an impairment exists. An impairment loss is measured as the excess of the asset’s carrying value over its fair value. There were no impairment indicators and no impairment was recorded for the years ended December 31, 2021, 2020 and 2019.

Common Stock Warrants

Common stock warrants are measured at their estimated fair value upon issuance and recorded in additional paid-in capital. Common stock warrants are classified as equity and no subsequent remeasurement is required.

Redeemable Convertible Preferred Stock Warrants

The Company accounts for its redeemable convertible preferred stock warrants as liabilities based upon the characteristics and provisions of each instrument. The redeemable convertible preferred stock warrants classified as liabilities are recorded on the Company’s balance sheets at their fair values on the date of issuance and are revalued on each subsequent balance sheet date, with fair value changes recognized as increases or reductions in the statement of operations. All of the Company’s outstanding redeemable convertible preferred stock warrants were exercised and converted into shares of Series A and Series B redeemable convertible preferred stock prior to the IPO.

Redeemable Convertible Preferred Stock

Prior to the completion of the IPO, the Company had multiple classes of redeemable convertible preferred stock, all of which were classified as temporary equity in the accompanying balance sheet as the redemption of the shares were outside of the Company's control.

In connection with the completion of the IPO in September 2021, all outstanding shares of redeemable convertible preferred stock were automatically converted into an aggregate of 83,605,947 shares of common stock.

Revenue Recognition

Product Revenue

The Company generates revenue from the sale of its products to government entities, healthcare providers, commercial customers, distributors, and direct-to-consumer (“DTC”) sales.

The Company considers purchase orders, which are governed by agreements with customers other than DTC customers, to be a contract with a customer. The contract terms with customers, other than DTC, range in length, from one-time purchases to six-month or twelve-month commitments on a subscription basis where customers purchase a fixed number of products on a monthly basis. DTC sales are conducted via the Company’s website where customers can purchase individual products or subscribe to Cue+ Memberships. The Company considers the DTC customers’ agreement to the terms and conditions at the point of purchase to be a contract with a customer.

Cue Readers, Cue Enterprise Dashboards, and Cue Test Kits, composed of Cue Cartridges and Cue Wands, are considered distinct performance obligations. The App is integral to the functionality of the Cue Reader and these two components form a single performance obligation. Revenue allocated to Cue Readers and Cue Test Kits is recognized when control of the promised goods has transferred to customers, generally upon shipment, in an amount that reflects the

consideration the Company expects to receive in exchange for those goods. Revenue allocated to Cue Enterprise Dashboards is recognized ratably over the term of the service.

The Company’s contracts with its customers do not provide for open return rights. The Company estimates returns of products due to defective or nonconforming Cue Readers and replacement Cue Cartridges and records a provision for estimated expenses related to product warranty at the time products are sold.

In addition to the above performance obligations, Cue+ Memberships include service components comprised of virtual care capabilities accessible through the App. The Cue+ Essential membership provides telemedicine (access to chat with board-certified physicians) and the Cue+ Complete membership also includes video proctoring of tests.

The transaction price is measured as the amount of consideration the Company expects to receive in exchange for the goods transferred to customers. A contract’s transaction price is allocated to each distinct performance obligation on a relative standalone selling price basis. The Company estimates standalone selling prices for groups of customers with similar circumstances and characteristics.

To fulfill its promise to customers for contracts that include telemedicine, the Company maintains relationships with medical service providers, which are professional corporations or other professional entities owned by licensed physicians that engage licensed medical professionals (medical doctors, physician assistants, and nurse practitioners; collectively referred to as “Providers”) to provide telemedicine services. The Company determined that it is an agent in the telemedicine arrangement with its customers because (i) the Providers determine which specific medical services are to be provided during the consultation and (ii) the Providers are primarily responsible for the satisfactory fulfillment and acceptability of the services. As an agent in the telemedicine portion of the contract, the Company recognizes the revenue allocated to the service net of the costs incurred to deliver the service. Revenue from telemedicine services is recognized at a point in time at the inception of the contract with a customer.

To fulfill its promise to customers for contracts that include proctoring services, the Company maintains relationships with service providers to provide proctoring services. The Company determined that it a principal in the proctoring arrangement with its customers because (i) the Company determines which services are to be provided to the customer; (ii) the Company is primarily responsible for the satisfactory fulfillment and acceptability of the services; and (iii) the Company, at its sole discretion, sets all listed prices charged on its website for products and services. Revenue from proctoring services is recognized over the term of the agreement.

The Company recognizes receivables when there is an unconditional right to payment, which represents the amount the Company expects to collect in a transaction and is most often equal to the transaction price in the contract. Payment terms are typically 30 to 45 days. No adjustments to consideration are made for financing as the Company expects, at contract inception, that the period between the transfer of a promised good or service and when the customer pays for that good or service will be one year or less.

The Company excludes from the measurement of the transaction price all taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction and collected by the entity from a customer.

See Note 3, Revenue Recognition, for details regarding disaggregation of product revenue by type of customer for the years ended December 31, 2021, 2020 and 2019.

Deferred Revenue

In October 2020, the Company received a $184.6 million upfront payment (“U.S. DoD Advance”) from the U.S. DoD to increase production capacity of its Cue COVID-19 Test. The Company concluded that the activities related to increasing production do not represent a performance obligation as those activities do not transfer a product or service to the customer. Instead, the upfront payment is an advanced payment for future goods or services because the agreement with the U.S. government included an option to renew the contract which included a material right to obtain products in a future contract at a specified discount, subject to a price floor, from prices offered to commercial customers with a similar volume of purchases.

Deferred revenue is recognized upon satisfaction of performance obligations by reference to the total goods or services expected to be provided to the customer, including an estimate of future performance obligations under expected contract renewals, and the corresponding expected consideration.

Grant and Other Revenue

Arrangements under which the Company receives grants or contracts to conduct research and development activities constitute non-exchange transactions. Revenue from non-exchange transactions is recognized to the extent of costs incurred in the period, provided that the conditions under which the grants and contracts were provided have been met and only perfunctory performance obligations are outstanding. Costs are included in research and development expenses.

The Company may enter into collaboration agreements with third parties to conduct research and development activities. The Company evaluates its collaboration agreements for proper classification in its statements of operations based on the nature of the underlying activity. When the Company has concluded that it has a customer relationship with one of its collaborators, the Company follows the guidance in ASC Topic 606, Revenue from Contracts with Customers (Topic 606) (“ASC 606”).

See Note 3, Revenue Recognition, for details regarding the Company’s agreements with the Biomedical Advanced Research and Development Authority (“BARDA” and Janssen Pharmaceuticals, Inc. (“Janssen”).

Contract Assets and Liabilities

Contract assets primarily relate to the Company’s conditional right to consideration for performance obligations satisfied through direct-to-consumer sales but not billed at the reporting date. Contract assets at the beginning of and end of the year ended December 31, 2021, as well as changes in the balance, were not material.

Contract liabilities primarily relate to the U.S. DoD Advance and were recorded in current and non-current deferred revenue on the balance sheets. See Note 3, Revenue Recognition, for details regarding the activity related to contract liabilities.

Cost of Product Revenue

Cost of product revenue includes the cost of materials, direct labor, inclusive of salaries and other related costs, including stock-based compensation, depreciation, and manufacturing overhead costs used in the manufacturing of the Cue Test Kits as well as contract manufacturing costs associated with production of the Cue Readers. Cost of product revenue also includes amortization of intangible assets.

Shipping and Handling Costs

The Company elected to account for shipping and handling as activities to fulfill the promise the goods and records them as cost of product revenue.

Sales and Marketing Expenses

Sales and marketing expense consist primarily of salaries and other related costs, including stock-based compensation, for personnel in sales and marketing, customer support, advertising costs and business development functions. Advertising costs are expensed as incurred.

Research and Development Expenses

Research and development expenses are expensed as incurred. Research and development expenses are primarily comprised of costs and expenses for salaries and other related costs, including stock-based compensation, associated with research and development personnel, contract services, laboratory supplies, facilities, depreciation, and outside services. Costs associated with the Company’s grant and collaboration agreements as well as costs associated with products produced for research and development purposes are recorded within research and development expenses.

Accrued Research and Development Costs

The Company records accrued expenses for estimated costs of its research and development activities conducted by third-party service providers, which include clinical trial activities, based on the estimated amount of services or supplies provided but not yet invoiced and include these costs in accrued liabilities in the balance sheets and within research and development expense in the statements of operations. Any payments made in advance of services or supplies provided are recorded as prepaid assets, which are expensed as the services or supplies are received.

The Company estimates the amount of work completed through discussions with internal personnel and external service providers as to the progress or stage of completion of the services and the agreed-upon fee to be paid for such services. Significant judgments and estimates are made in determining the accrued balance in each reporting period. As actual costs become known, the Company adjusts its accrued estimates.

General and Administrative Expenses

The Company’s general and administrative expenses consists primarily of salaries and other related costs, including stock-based compensation, for personnel in its executive, finance, and administrative functions. General and administrative expense also includes professional fees for legal, patent, accounting, information technology, auditing, tax and consulting services, travel expenses as well as depreciation and facility-related expenses, which include allocated expenses for rent and maintenance of facilities and other operating costs.

Patent Costs

Costs related to filing and pursuing patent applications are expensed as incurred, as recoverability of such expenditures is uncertain. These costs are included in general and administrative expenses.

Fair Value of Common Stock

Prior to the IPO, the fair value of the shares of common stock underlying the Company’s stock-based awards was estimated on each grant date by its Board of Directors. In order to determine the fair value of its common stock underlying option grants, the Company’s board of directors considered, among other things, valuations of its common stock prepared by an unrelated third-party valuation firm in accordance with the guidance provided by the American Institute of Certified Public Accountants Practice Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation.

Stock-Based Compensation

The Company estimates the fair value of stock options using the Black-Scholes-Merton (“BSM”) option pricing model on the date of grant. The fair value of equity instruments expected to vest are recognized and amortized on a straight-line basis over the requisite service period of the award, which is generally three to four years; however, the Company’s equity compensation plans allow for any vesting schedule as the Company’s Board of Directors may deem appropriate. The Compensation Committee with oversight from Board of Directors determines the number of shares, the term, the frequency and date, the type, the exercise periods, any performance criteria pursuant to which awards may be granted, and the restrictions and other terms and conditions of each grant in accordance with terms of the plan. The Company recognizes forfeitures as incurred.

The BSM option pricing model incorporates various estimates, including the fair value of the Company’s common stock, expected volatility, expected term and risk-free interest rates. The weighted-average expected term of options was calculated using the simplified method. This decision was based on the lack of relevant historical data due to the Company’s limited historical experience. In addition, due to the Company’s limited historical data, the estimated volatility incorporates the historical volatility over the expected term of the award of comparable companies whose share prices are publicly available. The risk-free interest rate for periods within the contractual term of the option is based on the U.S. Treasury yield in effect at the time of grant. The dividend yield was zero, as the Company has never declared or paid dividends and has no plans to do so in the foreseeable future.

The fair value of restricted stock units (RSUs) is determined based on the fair value of the Company’s common stock at the grant date. The RSUs generally have a vesting term of four years. For RSUs with performance-based vesting conditions, compensation cost is recognized when it is probable that the performance criteria will be achieved. For RSUs with market-based vesting conditions, compensation cost is based on the fair value of the award at grant date and recorded over the requisite service period. Compensation cost is not adjusted if the market condition is not met, as long as the requisite service is provided. The Company estimates the fair value of stock-based payment for awards with market conditions on the date of grant using a Monte Carlo simulation model.

Comprehensive Income (Loss)

Comprehensive income (loss) is defined as a change in equity of a business enterprise during a period, resulting from transactions from non-owner sources. There have been no items qualifying as other comprehensive income (loss) and, therefore, the Company’s comprehensive income (loss) was the same as its reported net income (loss).

Income Taxes

The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the bases of the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

The Company recognizes net deferred tax assets to the extent that the Company believes these assets are more likely than not to be realized. In making such a determination, management considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If management determines that the Company would be able to realize its deferred tax assets in the future in excess of their net recorded amount, management would adjust the deferred tax asset valuation allowance, which would reduce the provision for income taxes.

The Company records uncertain tax positions on the basis of a two-step process whereby (1) management determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, management recognizes the largest amount of tax benefit that is more than 50% likely to be realized upon ultimate settlement with the related tax authority. The Company recognizes interest and penalties related to unrecognized tax benefits within income tax expense. Any accrued interest and penalties are included within the related tax liability.

Recently Adopted Accounting Pronouncements

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (ASU) No. 2016-02, Leases (Topic 842) (“ASU 2016-02”), which requires a lessee to recognize most leases on the balance sheet as lease liabilities with corresponding right-of-use assets. On January 1, 2020, the Company adopted Topic 842, utilizing the modified retrospective transition method. The Company will continue to report financial information for fiscal years prior to 2020 under the previous lease accounting standards and, as such, prior comparative periods have not been recast. In addition, the Company elected the package of practical expedients permitted under the transition guidance in Topic 842. As a result of this election, the Company was not required to reassess (i) whether any expired or existing contracts are or contain leases, (ii) the classification of any expired or existing leases, and (iii) initial direct costs for any existing leases. The Company elected to account for lease and non-lease components as a single lease component. This election primarily relates to the Company’s real estate leases. The Company recorded right-of-use assets and operating lease liabilities of $8.4 million upon adoption of Topic 842 as of January 1, 2020.

In August 2018, the FASB issued ASU 2018-15, Intangibles - Goodwill and Other - Internal Use Software (Subtopic 350-40) - Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract. ASU 2018-15 amends the definition of a hosting arrangement and requires a customer in a hosting arrangement that is a service contract to capitalize certain implementation costs as if the arrangement was an internal-use software project. The internal-use software guidance states that only qualifying costs incurred during the application development stage can be capitalized. The Company adopted ASU 2018-15 effective January 1, 2021. As of December 31, 2021, $3.4 million of implementation costs for cloud computing arrangements were capitalized, net of accumulated amortization, primarily related to implementation of the Company’s enterprise resource planning system and customer relationship management system, among other software implementations. These costs were recorded in other non-current assets in the balance sheets.

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes (“ASU 2019-12”). ASU 2019-12 is effective for fiscal years beginning after December 15, 2020 for public companies and for fiscal years beginning after December 15, 2021 for all other entities and early adoption is permitted. The Company adopted ASU 2019-12 on January 1, 2021 on a prospective basis. The adoption did not have an impact on the Company’s financial statements.

New Accounting Pronouncements Not Yet Adopted

In September 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326) – Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). The standard provides guidance for estimating credit losses on certain types of financial instruments, including trade receivables, by introducing an approach based on expected losses. The expected loss approach will require entities to incorporate considerations of historical information, current information and reasonable and supportable forecasts. ASU 2016-13 also amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. The FASB has issued several

amendments to the standard. In November 2019, the FASB amended the standard with the issuance of ASU 2019-10, Financial Instruments – Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Dates. The amendment revised the effective date of ASU 2016-13 to fiscal years beginning after December 15, 2022. The Company is currently evaluating the impact of ASU 2016-13 on its financial statements.In August 2020, the FASB issued ASU No. 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). The ASU simplifies the accounting for convertible instruments by removing certain models in Subtopic 470-20 and revises the guidance in Subtopic 815-40 to simplify the accounting for contracts in an entity’s own equity. ASU 2020-06 is effective for reporting periods beginning after December 15, 2023 with early adoption permitted for reporting periods beginning after December 15, 2020. The Company is currently evaluating the impact of ASU 2020-06 on its financial statements.

REVENUE

12 Months Ended

Dec. 31, 2021

Revenue from Contract with Customer [Abstract]

REVENUE

Product Revenue

Disaggregation of product revenue by type of customer for the years ended December 31, 2021, 2020, and 2019 respectively:


	Year Ended December 31,
	2021		2020		2019
Public sector entities	$	382,958	$	8,874	$	—
Private sector customers	232,838		6,517		—
Total product revenue	$	615,796	$	15,391	$	—

Product revenue for the year ended December 31, 2021 includes an immaterial amount of service revenue generated from telemedicine and proctoring services provided to customers. Revenue generated from proctoring is recognized over the term of the contracts with customers.

The following table sets forth the Company’s product gross profit and product gross profit margin for the years ended December 31, 2021, 2020, and 2019:


	Year Ended December 31,
	2021			2020			2019
Product revenue	$	615,796		$	15,391		$	—
Cost of product revenue	276,542			14,951			—
Product gross profit	$	339,254		$	440		$	—
Product gross profit margin	55		%	3		%	0%

DoD Agreement

In October 2020, the Company entered into a $480.9 million agreement with the U.S. government for the purchase of its Cue COVID-19 Test to meet the unprecedented demand for rapid and accurate molecular diagnostic testing (the “U.S. DoD Agreement”). The Company delivered all of the agreed upon products under the agreement prior to its expiration on December 31, 2021. The U.S. DoD Agreement provided $184.6 million to facilitate the scaling of the Company’s manufacturing capacity, which was received upon signing the contract. The U.S. DoD Agreement did not provide for the funds to be utilized in any specific manner beyond furthering the purposes of the agreement. The Company was not required to segregate, nor was the Company required to obtain the approval of the U.S. government to use the funds advanced to us under the agreement. The remaining $296.3 million of the agreement was due to the Company for the delivery of Cue Readers, Cue COVID-19 Test Kits and Cue Control Swab Packs. The U.S. DoD Agreement also provided that, as soon as possible after the completion of the initial U.S. DoD Agreement, the Company and the U.S. government would negotiate in good faith to enter into a follow-on supply agreement based on federal acquisition regulations (a FAR-based contract). The U.S. DoD Agreement provides the U.S. DoD with the right to purchase no more than 45% of our quarterly production for the duration of the follow-on contract at a specified discount, subject to a price floor as part of this

follow-on contract. The U.S. government is also entitled to certain administrative reporting but does not receive the right to any intellectual property or know-how.

To satisfy the terms of the arrangement, the Company was required to provide the U.S. government the contractual units and demonstrate its ability to manufacture an average of approximately 100,000 Cue Cartridges per day over a consecutive 7-day period by October 2021. Subject to limited exceptions, the U.S. government was entitled to be the exclusive purchaser of our entire production through the completion of the project. Pursuant to the U.S. DoD Agreement, the Company was permitted to honor certain contractual obligations that existed prior to the effective date of the U.S. DoD Agreement and to use a reasonable number of tests for internal workforce testing as well as for marketing, demonstration and evaluation of our products and business development. Furthermore, the Company was able to seek waivers from the U.S. government to sell certain of our products to additional customers. The agreement term ended upon completion of the Company’s performance obligations in December 2021.

The Company determined that the U.S. DoD Agreement is within the scope of ASC 606. The delivery of the individual Cue COVID-19 Test products are distinct performance obligations since they are capable of being distinct and are distinct within the context of the U.S. DoD Agreement. The promise of a future specified discount, subject to a pricing floor, represents a separate performance obligation as it qualifies as a material right. The U.S. government continues to maintain such material right that is applicable to a future contract. Activities related to production scaling pursuant to the U.S. DoD Advance, the right to up to 45% capacity in a future contract, and administrative reporting do not represent the transfer of good or services to the U.S. government, they are not separate performance obligations.

The transaction price is fixed and does not include variable consideration.

At contract inception, consistent with a similar class of customer, the Company determined the stand-alone selling price for each performance obligation and allocated the total transaction price on a relative standalone selling price basis to each performance obligation. The Company elected to account for the material right per the practical alternative approach in which the transaction price is allocated to the optional goods and the corresponding consideration it expects to receive (hypothetical contract) since the same Cue COVID-19 Test products sold in the U.S. DoD Agreement would be included in any follow-on contract. The U.S. DoD Advance was recorded in deferred revenue and is recognized in revenue as the related performance obligations are satisfied. Estimates of a future contract include future pricing, quantities and the timing and duration of future contracts. Changes in estimates are done on a prospective adjustment approach and the Company reassess its estimate quarterly. Significant judgment is applied in determining how deferred revenue will be recognized, including estimating future quantities, delivery schedules, pricing and contract duration from the U.S. government, which can have a significant impact to revenue recognition.

A performance obligation is satisfied once the control of a product is transferred to the customer or the service is provided to the customer, meaning the customer has the ability to use and obtain the benefit of the goods or service. The U.S. government does not control the product prior to shipment because it does not have the ability to use and obtain the benefit of the products and the contractual restrictions do not limit the alternative future use of the products. Based on an analysis of the various indicators of control, revenue is recognized point-in-time upon shipment.

Deferred revenue related to the U.S. DoD Advance as of December 31, 2021 and 2020, was $92.4 million and $182.3 million, respectively. Of this amount, $82.2 million is classified as current as of December 31, 2021, based on amounts expected to be realized within the next year.

Contract Assets and Liabilities

Net contracts assets were $1.1 million and $0 as of December 31, 2021 and 2020, respectively, and were recorded in other current assets on the balance sheets.

Contract liabilities primarily relate to the U.S. DoD Advance and were recorded in current and non-current deferred revenue on the balance sheets. The activity related to contract liabilities for the years ended December 31, 2021 and 2020, is as follows:


	Amount
Balance at December 31, 2019	$	12
U.S. DoD Advance	184,577
Non-refundable customer deposits	803
Recognition of U.S. DoD Advance	(2,296)
Balance at December 31, 2020	183,096
Recognition of U.S. DoD Advance	(89,845)
Recognition of non-refundable customer deposits	(803)
Balance at December 31, 2021	$	92,448

Grant and Other Revenue

Grant and other revenue relate to a cost reimbursement agreement with the BARDA and a collaboration agreement with Janssen.

BARDA Contract

During 2018, the Company entered into a cost reimbursement contract with BARDA that was effective through January 2021 for a total contract amount of $14.0 million (the “BARDA Contract”). The objective of the BARDA Contract was to accelerate the development, validation, regulatory authorization and commercialization of the Company’s products. The BARDA Contract required the Company provide reporting deliverables that included monthly technical and annual reports and a final report, but BARDA was not entitled to any know-how or intellectual property.

In March 2020, BARDA exercised an option in the BARDA Contract for a second phase to accelerate development, validation and FDA clearance of the Company’s Cue COVID-19 Test for an additional contract value of $13.7 million. The period of performance related to the second phase extends to January 2023.

In May 2020, the original BARDA Contract was amended to increase the total value from $14.0 million to $21.8 million and to extend the contract term to January 2022.

In December 2021, the original BARDA Contract was amended to fund an additional $0.8 million for the development of an Omicron-Genotyping COVID-19 test.

The Company recognizes revenue from its BARDA Contract in the period during which the related costs are incurred, provided that the conditions under which the grants and contracts were provided have been met and only perfunctory performance obligations are outstanding. Costs are included in research and development expenses. The Company recorded $2.2 million, $7.6 million and $6.3 million of revenue related to the agreement with BARDA during the years ended December 31, 2021, 2020 and 2019, respectively.

Janssen Contract

In August 2019, the Company entered into a collaboration agreement with Janssen Pharmaceuticals, Inc. (“Janssen”) to research the feasibility of the Company’s diagnostic product with a total contract value of $0.6 million (“Janssen Contract”). Janssen is entitled to the underlying research data and the Company owns all resulting intellectual rights. Revenue from the Janssen Contract was recorded over time on an input method as costs were incurred. Costs incurred during 2019 are included in research and development expenses. There was no activity related to this agreement during the years ended December 31, 2021 and 2020.

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI http://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 9
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (e)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (d)
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 12
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

+ Details

INVENTORIES

12 Months Ended

Dec. 31, 2021

Inventory Disclosure [Abstract]

INVENTORIES

As of December 31, 2021 and 2020, the Company’s inventories consisted of the following:


	December 31,
	2021		2020
Raw materials	$	34,042	$	31,029
Work-in-process	10,920		4,957
Finished goods	46,094		1,645
Reserve	(2,668)		(789)
Total inventories	$	88,388	$	36,842

PREPAID EXPENSES

12 Months Ended

Dec. 31, 2021

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

PREPAID EXPENSES

As of December 31, 2021 and 2020, the Company’s prepaid expenses consisted of the following:


	December 31,
	2021		2020
Prepaid expense	$	30,153	$	5,152
Prepaid inventory	15,736		8,695
Total prepaid expenses	$	45,889	$	13,847

PROPERTY AND EQUIPMENT, NET

12 Months Ended

Dec. 31, 2021

Property, Plant and Equipment [Abstract]

PROPERTY AND EQUIPMENT, NET

As of December 31, 2021 and 2020, the Company’s property and equipment, net consisted of the following:


	December 31,
	2021		2020
Construction in progress	$	4,082	$	83,353
Machinery and equipment	195,001		26,972
Leasehold improvements	19,302		2,897
Furniture and fixtures	740		683
Property and equipment	219,125		113,905
Accumulated depreciation and amortization	(41,669)		(10,222)
Total property and equipment, net	$	177,456	$	103,683

Depreciation and amortization expense related to property and equipment was $30.5 million, $6.2 million and $3.7 million for the years ended December 31, 2021, 2020 and 2019, respectively. The carrying value of assets under finance leases within property and equipment as of December 31, 2021 and 2020 was $9.8 million and $4.8 million, respectively.

During 2020, the Company revised the useful life of certain property and equipment. Refer to the Property and Equipment section of Note 2 for further information regarding the useful life change in accounting estimate and the Company’s current useful lives of its property and equipment.

INTANGIBLE ASSETS

12 Months Ended

Dec. 31, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

INTANGIBLE ASSETS

As of December 31, 2021 and 2020, the Company’s intangible assets consisted of the following:


	December 31,
	2021		2020
Capitalized software	$	5,638	$	914
Accumulated amortization	(2,067)		(76)
Capitalized software, net	3,571		838
In-process software development	4,102		1,200
Total intangible assets	$	7,673	$	2,038

Amortization expense related to intangible assets placed in service was $2.0 million, $0.1 million, and $0 for the years ended December 31, 2021, 2020 and 2019, respectively. Estimated amortization expense for each of the years ending December 31 is as follows:


2022	$	1,501
2023	1,453
2024	617
Total amortization expense	$	3,571

LEASES

12 Months Ended

Dec. 31, 2021

Leases [Abstract]

LEASES

The Company leases real estate and manufacturing and laboratory equipment which are used in the Company’s manufacturing, research and development, and administrative activities. The Company identifies a contract that contains a lease as one which conveys a right, either explicitly or implicitly, to control the use of an identified asset in exchange for consideration. These arrangements are classified as finance leases and operating leases. Finance leases consist of laboratory and manufacturing equipment with remaining terms ranging from 1 year to 3 years. The Company’s operating leases relate to the Company’s manufacturing facilities and office space and have remaining terms from 7 year to 9 years.

A summary of the Company’s material leases is as follows:

Waples Lease. In June 2020, the Company entered into an agreement to lease an approximately 64,000 square-foot building to be used as manufacturing facility in San Diego, California (“Waples Lease”). The Waples Lease has an initial term of ten years with a renewal option to extend the lease which the Company is not reasonably certain to exercise. The Waples Lease commenced in May 2021 when the Company was granted a temporary certificate of occupancy to begin installation of manufacturing equipment. The Company paid $12.5 million for landlord-owned improvements recorded as prepaid rent. Upon commencement of the lease the prepaid rent was reclassified into the operating lease right-of-use asset. The Company recognized an operating lease right-of-use asset of approximately $32.4 million and operating lease liabilities of $19.9 million related to the Waples Lease as of the commencement date.

Vista Lease. In October 2020, the Company entered into an agreement to lease a 197,000 square-foot building to be used as a manufacturing facility in Vista, California (“Vista Lease”). The Vista Lease has an initial term of five years and the Company is reasonably certain to exercise a renewal option to extend the lease term for an additional five years. The Vista Lease commenced in January 2021 when the Company was permitted to install its tenant improvements and manufacturing equipment. The Company paid $3.5 million for landlord-owned improvements recorded as prepaid rent. Upon commencement of the lease the prepaid rent was reclassified into the operating lease right-of-use asset. The Company recognized an operating lease right-of-use asset of approximately $20.5 million and operating lease liabilities of $17.1 million related to the Vista Lease as of the commencement date.

The right-of-use assets and lease liabilities recognized on the Company’s balance sheets as of December 31, 2021 and 2020 were as follows:


		December 31,
	Balance Sheet Location	2021		2020
Assets
Right-of-use assets operating leases	Operating lease right-of-use assets	$	79,474	$	8,281
Right-of-use assets finance leases	Property and equipment, net	9,821		4,837
Liabilities
Operating lease liabilities (current)	Operating lease liabilities, current	7,147		797
Finance lease liabilities (current)	Finance lease liabilities, current	2,621		1,249
Operating lease liabilities (non-current)	Operating lease liabilities, net of current portion	46,464		10,472
Finance lease liabilities (non-current)	Finance lease liabilities, net of current portion	3,271		1,857

The components of lease cost for the years ended December 31, 2021 and 2020 were as follows:


	Year Ended December 31,
	2021		2020
Operating lease cost	$	7,983	$	1,552
Finance lease cost:
Amortization of right-of-use assets	1,854		570
Interest on lease liabilities	218		113
Total lease cost	$	10,055	$	2,235

Rent expense for the year ended December 31, 2019 was $0.9 million.

As of December 31, 2021, the maturities of the Company’s operating and finance lease liabilities were as follows:


	Operating Leases		Finance Leases
2022	$	7,147	$	2,789
2023	7,384		2,408
2024	7,243		919
2025	7,424		—
2026	7,697		—
Thereafter	31,897		—
Total lease payments	68,792		6,116
Less: Imputed interest	(15,181)		(224)
Total	$	53,611	$	5,892

The supplemental cash flow information related to leases for the years ended December 31, 2021 and 2020 was as follows:


	Year Ended December 31,
	2021		2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	20,867	$	1,287
Operating cash flows from finance leases	$	218	$	113
Financing cash flows from finance leases	$	2,124	$	1,922

Subsequent to the commencement dates of the Waples and Vista leases, the Company made cash payments of $17.0 million related to the ongoing construction of landlord-owned assets. This is presented in operating lease liabilities in the statements of cash flows.

The weighted-average remaining lease term and discount rate information related to operating and finance leases as of December 31, 2021 and 2020 was as follows:


	December 31, 2021		December 31, 2020
	Operating Leases	Finance Leases	Operating Leases	Finance Leases
Weighted-average remaining lease term (in years)	8.9	2.3	8.4	2.5
Weighted-average discount rate	5.7%	3.8%	8.7%	6.5%

LEASES

A summary of the Company’s material leases is as follows:

The right-of-use assets and lease liabilities recognized on the Company’s balance sheets as of December 31, 2021 and 2020 were as follows:


		December 31,
	Balance Sheet Location	2021		2020
Assets
Right-of-use assets operating leases	Operating lease right-of-use assets	$	79,474	$	8,281
Right-of-use assets finance leases	Property and equipment, net	9,821		4,837
Liabilities
Operating lease liabilities (current)	Operating lease liabilities, current	7,147		797
Finance lease liabilities (current)	Finance lease liabilities, current	2,621		1,249
Operating lease liabilities (non-current)	Operating lease liabilities, net of current portion	46,464		10,472
Finance lease liabilities (non-current)	Finance lease liabilities, net of current portion	3,271		1,857

The components of lease cost for the years ended December 31, 2021 and 2020 were as follows:


	Year Ended December 31,
	2021		2020
Operating lease cost	$	7,983	$	1,552
Finance lease cost:
Amortization of right-of-use assets	1,854		570
Interest on lease liabilities	218		113
Total lease cost	$	10,055	$	2,235

Rent expense for the year ended December 31, 2019 was $0.9 million.

As of December 31, 2021, the maturities of the Company’s operating and finance lease liabilities were as follows:


	Operating Leases		Finance Leases
2022	$	7,147	$	2,789
2023	7,384		2,408
2024	7,243		919
2025	7,424		—
2026	7,697		—
Thereafter	31,897		—
Total lease payments	68,792		6,116
Less: Imputed interest	(15,181)		(224)
Total	$	53,611	$	5,892

The supplemental cash flow information related to leases for the years ended December 31, 2021 and 2020 was as follows:


	Year Ended December 31,
	2021		2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	20,867	$	1,287
Operating cash flows from finance leases	$	218	$	113
Financing cash flows from finance leases	$	2,124	$	1,922

The weighted-average remaining lease term and discount rate information related to operating and finance leases as of December 31, 2021 and 2020 was as follows:


	December 31, 2021		December 31, 2020
	Operating Leases	Finance Leases	Operating Leases	Finance Leases
Weighted-average remaining lease term (in years)	8.9	2.3	8.4	2.5
Weighted-average discount rate	5.7%	3.8%	8.7%	6.5%

DEBT	12 Months Ended
DEBT	Dec. 31, 2021
Debt Disclosure [Abstract]
DEBT	DEBT Revolving Credit Agreement In February 2021, the Company entered into a loan and security agreement (“Revolving Credit Agreement”) with a group of lenders with East West Bank, acting as administrative agent and collateral agent for the lenders. The Revolving Credit Agreement provided for a revolving credit facility with an aggregate maximum principal amount of $130.0 million and a letter of credit subfacility of $20.0 million. In connection with entering into the Revolving Credit Agreement, the Company repaid outstanding amounts of $5.4 million and terminated an existing loan agreement with Comerica Bank. In May 2021, the Company repaid $63.2 million of debt outstanding under the Revolving Credit Agreement with a portion of the proceeds from the issuance and sale of Convertible Notes. In June 2021, the Company terminated the Revolving Credit Agreement and was required to pay a termination fee of $1.3 million. The Company also wrote-off issuance costs of $0.7 million for a total loss on extinguishment of debt of $2.0 million. These amounts were recorded in loss on extinguishment of debt in the statements of operations during the year ended December 31, 2021. All other obligations under the Revolving Credit Agreement have otherwise been terminated. Convertible Notes In May 2021, the Company issued and sold convertible promissory notes (“Convertible Notes”) with a principal amount of $235.5 million and incurred $6.0 million of debt issuance costs that have been recorded in interest expense in the statements of operations. The Convertible Notes accrue interest at a simple rate of 3.0% per annum during the first 12-month period and will accrue interest at a simple rate of 9.0% per annum thereafter. The Company elected to account for the Convertible Notes at estimated fair value, see Note 11, Fair Value Measurements, pursuant to the fair value option and record the change in estimated fair value in the statement of operations. The Company recorded a loss of $59.6 million related to the change in estimated fair value of the Convertible Notes in its statement of operations for the year ended December 31, 2021. All of the Convertible Notes were converted upon the IPO, which was a qualified conversion event. The Convertible Notes’ principal of $235.5 million and accrued interest of $2.8 million was converted into 18,611,914 shares of common stock at a fair value of $297.8 million using a 20% discount to the initial public offing price of $16.00 per share. The Company no longer had outstanding Convertible Notes as of December 31, 2021.

- 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

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+ Details

CAPITAL STOCK	12 Months Ended
CAPITAL STOCK	Dec. 31, 2021
Equity [Abstract]
CAPITAL STOCK	CAPITAL STOCK Amended and Restated Certificate of Incorporation In September 2021, the Company’s board of directors approved and the Company filed its restated amended certificate of incorporation, which authorized the issuance of up to 550,000,000 shares consisting of 500,000,000 shares of common stock and 50,000,000 shares of preferred stock with a par value of $0.00001 per share, respectively. Preferred Stock The Company’s certificate of incorporation, as amended, authorizes the issuance of up to 50,000,000 preferred shares. The Board of Directors is authorized to fix the number of shares of any series of preferred stock and determine the designations of such shares including but not limited to voting powers, dividend rights, liquidation preferences, and conversion rights. No shares of preferred stock were outstanding as of December 31, 2021 and 2020. Redeemable Convertible Preferred Stock In May 2020, the Company entered into a Convertible Note Purchase Agreement for a maximum of $12.0 million in convertible notes accruing interest at 3% per annum and maturing October 2021. The Company received proceeds of $5.6 million through the issuance date of these financial statements. The convertible notes were exercisable at a 10% discount (within 30 days) or 15% discount (after 45 days) upon a financing transaction in excess of $30.0 million. In connection with the closing of the IPO, the Convertible Notes were converted into 18,611,914 shares of common stock. In June 2020, the Company raised $105.6 million in gross proceeds through issuance of shares of its Series C redeemable convertible preferred stock. The issuance included 27,308,227 shares of Series C-1 redeemable convertible preferred stock, par value $0.00001 per share, at $3.6619. The convertible notes entered into in May 2020 were converted into 1,690,380 shares Series C-2 redeemable convertible preferred stock, par value $0.00001 per share, at $3.2957 per share at a 10% discount upon closing of the Series C redeemable convertible preferred stock issuance generating a loss on extinguishment of $0.6 million recorded in interest expense in the statements of operations. In connection with the closing of the IPO, all outstanding shares of redeemable convertible preferred stock were converted into 83,605,947 shares of common stock. Redeemable Convertible Preferred Stock Warrants The redeemable convertible preferred stock warrants are classified as liabilities, with changes in fair value recorded through earnings, as the underlying redeemable convertible preferred shares can be redeemed by the holders of these shares upon the occurrence of certain events that are outside of the control of the Company. The Company estimated the fair value of the redeemable convertible preferred stock warrants using an option pricing model. The significant inputs to this valuation methodology included the rights, preferences and privileges of each class of Company’s shares, see Note 11, Fair Value Measurements, and the Company’s estimated equity value and volatility assumptions on the valuation date, which are based on management’s analysis of comparable publicly traded peer companies. Prior to September 2021, the Company had outstanding warrants to purchase 84,118 redeemable convertible preferred shares. Immediately prior to the IPO, in September 2021, all outstanding warrants were exercised and converted into shares of Series A and Series B redeemable convertible preferred stock. The related liability was derecognized upon exercise and recorded in equity. Common Stock Warrants As of December 31, 2021, the Company had an outstanding warrant to purchase 75,744 shares of common stock at a purchase price of $0.40 per share. The warrant was issued on August 22, 2017 and expires on August 22, 2027. All shares subject to the warrant were vested as of December 31, 2020.

- Definition

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

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+ Details

FAIR VALUE MEASUREMENTS

12 Months Ended

Dec. 31, 2021

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENTS

The following table sets forth the Company’s financial instruments that were measured at fair value on a recurring basis within the fair value hierarchy:


December 31, 2020	Recurring Fair Value Measurements
	Level 1		Level 2		Level 3		Total
Redeemable convertible preferred stock warrant liabilities	$	—	$	—	$	1,331	$	1,331

There are no instruments that were measured at fair value on a recurring basis as of December 31, 2021.There were no transfers between Level 1, Level 2 and Level 3 categories of the fair value hierarchy during the years ended December 31, 2021 and 2020.

In May 2021, the Company issued and sold Convertible Notes with a principal amount of $235.5 million, see Note 9, Convertible Notes. The Company elected the fair value option to account for the Convertible Notes and recognized their estimated fair value, with changes in estimated fair value recorded as a component of earnings in the statements of operations. The fair value of the notes was determined based on significant inputs not observable in the market, which represent a Level 3 measurement within the fair value hierarchy.

The Convertible Notes were valued using a scenario-based analysis. Three primary scenarios were considered and assigned a probability weighting to arrive at the estimated fair value. The first scenario considered the value impact of conversion at the 20.0% discount to the issue price if the Company had a qualified conversion event of (a) an IPO, (b) a SPAC combination, (c) or a direct listing, or (d) an equity financing with gross proceeds of not less than $50.0 million, before or on December 31, 2021. The second scenario considered the value impact of conversion at the 25.0% discount to the issue price if the Company had a qualified conversion event of (a) an IPO, (b) a SPAC combination, (c) or a direct listing, or (d) an equity financing with gross proceeds of not less than $50.0 million, after December 31, 2021. The third scenario assumed that a qualified conversion event did not occur, and the Convertible Notes and any unpaid accrued interest are repaid in May 2023.

The closing of the IPO was considered a qualified conversion event per the terms of convertible notes. As a result, the Convertible Notes, $235.5 million of principal and $2.8 million of accrued interest through September 27, 2021, were converted into 18,611,914 shares of common stock at a 20% discount to the initial public offing price of $16.00 per share. The Company recognized a loss of $59.6 million resulting from the conversion which was recorded in change in fair value of Convertible Notes in the statements of operations for the year ended December 31, 2021.

The following table provides a rollforward of the fair value of the Company’s Convertible Notes and redeemable convertible preferred stock warrant liabilities measured on a recurring basis and classified within Level 3 fair value hierarchy:


	Redeemable Convertible Preferred Stock Warrants		Convertible Notes
Balance, December 31, 2018	$	46	$	—
Remeasurement	(4)		—
Balance, December 31, 2019	42		—
Remeasurement	1,289		—
Balance, December 31, 2020	1,331		—
Issuance	—		235,480
Remeasurement	(53)		59,560
Accrued interest	—		2,752
Exercise of redeemable convertible preferred stock warrants	(1,278)		—
Conversion into common stock	—		(297,792)
Balance, December 31, 2021	$	—	$	—

No redeemable convertible preferred stock warrants were outstanding as of December 31, 2021. The estimated fair value of redeemable convertible preferred stock warrants was determined using BSM option pricing model with the following assumptions at December 31, 2020 and 2019 :

Series A Redeemable Convertible Preferred Stock Warrants


	2020		2019
Expected volatility	59.9%		41.8%
Expected term (years)	4.92		5.92
Expected dividend yield	0.00%		0.00%
Risk-free interest rate	0.41%		1.72%
Fair value per share	$	16.83	$	0.55

Series B Redeemable Convertible Preferred Stock Warrants


	2020		2019
Expected volatility	46.2%		37.2%
Expected term (years)	7.91		8.91
Expected dividend yield	0.00%		0.00%
Risk-free interest rate	0.65%		1.88%
Fair value per share	$	16.41	$	0.68

- Definition

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

+ References + Details

STOCK-BASED COMPENSATION

12 Months Ended

Dec. 31, 2021

Share-based Payment Arrangement [Abstract]

STOCK-BASED COMPENSATION

Stock Incentive Plans

2014 Equity Incentive Plan

In August 2014, the Company adopted the 2014 Equity Incentive Plan (“2014 Plan”) under which employees, non-employee directors and consultants of the Company may be granted incentive stock options, nonqualified stock options, stock appreciation rights, performance shares, awards of restricted stock and awards of restricted stock units.

As of December 31, 2021, with the introduction of a new stock incentive plan, shares are no longer available for future grants under the 2014 Plan.

2021 Stock Incentive Plan

In September 2021, the Company adopted the 2021 Stock Incentive Plan (“2021 Plan”) under which employees, officers and directors, as well as consultants and advisors to the Company are eligible to be granted awards (incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock units and other stock-based awards). The authorized number of shares includes 14,173,771 common shares plus such additional number of shares of common stock up to 22,399,691 as equal to the number shares reserved in the 2014 Plan above. The number of common stock shares available under the 2021 Plan increases annually on the first day of each fiscal year commencing January 1, 2022 until and including January 1, 2031 by the amount equal to at least 5% of outstanding shares on such date and any additional shares of common stock determined by the board. As of December 31, 2021, 56,695,085 shares of common stock are available for issuance under the 2021 Plan.

2021 Employee Stock Purchase Plan

In September 2021, the Company adopted the 2021 Employee Stock Purchase Plan (“2021 ESPP”) under which employees of the Company can purchase shares of the Company’s common stock commencing on such time and such dates as the board of directors of the Company determine. The number of shares of common stock that have been approved for the purpose is 2,834,754 shares of common stock plus an annual increase to be added on the first day of each fiscal year commencing January 1, 2022 and continuing for each fiscal year until and including January 1, 2032. The annual increase is equal to the least of 8,504,263 shares of common stock, 1% of outstanding shares on such date, and a number of shares of common stock determined by the board of directors. The price at which stock is purchased under the 2021 ESPP is equal to 85% of the fair market value of the Company’s common stock on the lesser of either (i) the first business day of the Plan Period or (ii) the Exercise Date.

Stock-Based Compensation

Stock-based compensation expense related to awards issued under the Company's incentive compensation plans for the years ended December 31, 2021, 2020, and 2019 was as follows:


	Year Ended December 31,
	2021		2020		2019
Cost of revenues	$	1,979	$	—	$	—
Sales and marketing	2,634		1		—
Research and development	6,889		98		45
General and administrative	31,477		3,064		291
Total stock-based compensation expense	$	42,979	$	3,163	$	336

In total, $2.0 million and $0.0 million of stock-based compensation expense was capitalized to inventory during the manufacturing process during the years ended December 31, 2021 and 2020, respectively. An immaterial amount remained in inventory as of December 31, 2021. The Company incurred additional stock-based compensation expenses of $1.2 million related to the issuance of a fully-vested option valued at $1.2 million.

Stock Options

A summary of stock option activity and related information for the year ended December 31, 2021 was as follows:


	Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)
Outstanding at January 1, 2021	8,344,752	$	0.61	6.4
Granted	2,965,821	15.61
Exercised	(1,713,054)	0.31
Forfeited	(367,317)	10.58
Expired	(67,042)	0.36
Outstanding at December 31, 2021	9,163,160	$	5.13	6.9
Exercisable at December 31, 2021	6,241,942	$	2.01	6.0
Vested and expected to vest at December 31, 2021	9,163,160	$	5.13	6.9

The aggregate intrinsic value of exercisable options was $72.4 million, $96.0 million and $0.8 million, for the years ended December 31, 2021, 2020 and 2019, respectively. The aggregate intrinsic value of stock options outstanding was $81.9 million, $129.5 million and $0.9 million as of December 31, 2021, 2020 and 2019, respectively.

The estimated fair value of each stock option award granted to employees was determined on the date of grant using the BSM option pricing model with the following assumptions for stock option grants for years ended December 31, 2021, 2020 and 2019:


	2021		2020		2019
Expected volatility	40.9%		39.6%		28.4%
Expected term (years)	7.71		7.04		6.08
Expected dividend yield	0.0%		0.0%		0.0%
Risk-free interest rate	0.8%		0.4%		1.8%
Grant date fair value	$	6.93	$	0.57	$	0.15

As of December 31, 2021, there was $14.6 million of unamortized compensation cost related to unvested stock option awards, which is expected to be recognized over a remaining weighted-average vesting period of 2.81 years, on a straight-line basis.

Restricted Stock Units

Under the 2014 and 2021 Plans, RSUs are generally subject to a 4-year vesting period, with 25% of the shares vesting one year from the vesting commencement date and quarterly thereafter over the remaining vesting term, but may be subject to other vesting conditions such as performance or market based conditions. Compensation expense is recognized ratably over the requisite service period.

During the year ended December 31, 2021, the Company issued a total of 1,177,043 restricted stock units (“RSUs”) to certain executives under the 2014 Plan with the right to receive common stock shares upon vesting as scheduled per agreements with certain executives. No additional grants of RSUs are expected under the 2014 Plan.

During the year ended December 31, the Company issued 10,535,637 RSUs to employees under the 2021 Plan of which 5,603,065 vest based solely on continued employment over a four year period and the remaining RSUs are also subject to performance-vesting conditions as described below.

Total RSU activity for the year ended December 31, 2021 is as follows:


	Underlying Shares	Weighted-average Grant Date Fair Value		Aggregate Fair Value
Outstanding, January 1, 2021	—	$	—	$	—
Granted	11,584,681	14.65		169,716
Vested	(193,933)	15.65		(3,036)
Forfeited	(126,513)	16.00		(2,024)
Outstanding, December 31, 2021	11,264,235	$	14.62	$	164,656

In addition to the RSU activity above, 128,000 fully vested shares of common stock were granted to outgoing members of the board of directors in 2021. Recipients are prohibited from selling or otherwise transferring the shares for one year after the date of grant.

As of December 31, 2021 there was approximately $146.0 million of total unrecognized compensation cost related to outstanding RSUs.

Market-Based Performance-Vesting RSUs

In September 2021, the Company issued 3,335,300 RSUs that vest based on the satisfaction of both a continued employment condition and the achievement of certain market-based performance goals. Market-based performance-vesting RSUs vest upon the achievement of certain stock price performance over a performance period. There are seven stock price targets which can be achieved over the performance period and are based on an average closing price of the Company’s common stock.

The fair value of the market-based performance-vesting RSU awards is based on a Monte-Carlo simulation with the following assumptions.


	For the year ended December 31, 2021
Expected dividend yield (1)	0.00	%
Risk-free interest rate (2)	1.27	%
Expected volatility (3)	65.00	%
Cost of equity (3)	0.15

(1)Dividend yield is based on no dividend payout being expected on common units over the term to expiration of the performance-vesting RSUs

(2)The risk-free interest rate for the periods within the contractual term of the market-based performance-vesting RSUs is based on the US Treasury yield curve in effect at the time of the grant.

(3)The expected volatility and cost of equity are measures of the amount by which a stock price has fluctuated or is expected to fluctuate based primarily on our and our peers' historical data.

The Company applied a 14% discount for lack of marketability (“DLOM”) to the value of the market-based performance-vesting RSUs to account for a one-year post vesting period during which the grantee must hold the vested RSUs. The Company utilized the Finnerty Model to calculate the DLOM using inputs, including length of holding period,

volatility and dividend yield, with volatility considered as a significant Level 3 input in the fair value hierarchy. Stock price performance goals were not achieved as of December 31, 2021.

Market-based performance-vesting RSU activity for the year ended December 31, 2021 is as follows:


	Underlying Shares	Weighted-average Grant Date Fair Value		Aggregate Fair Value
Outstanding, January 1, 2021	—	$	—	$	—
Granted	3,335,300	12.82		$	42,759
Vested	—	—		$	—
Forfeited	—	—		$	—
Outstanding, December 31, 2021	3,335,300	$	12.82	$	42,759

Operational-Based Performance-Vesting RSUs

In September 2021 the Company issued 1,597,272 operational-based performance-vesting RSUs that vest based on the satisfaction of both a continued employment condition and the achievement of certain performance goals including meeting certain annual revenue targets and product development milestones.

The grant date fair value of operational-based performance-vesting RSUs was estimated based on their fair value of the Company’s common stock on the date of grant. Compensation costs are recorded when achievement of the performance goals is determined to be probable. As of December 31, 2021 the revenue targets were met for 2021 and the revenue targets for 2022 were deemed to be probable. However, the product development milestone goals were not deemed to be probable and no compensation cost was recognized in 2021.

Operations-based performance-vesting RSU activity for the year ended December 31, 2021 are as follows:


	Underlying Shares	Weighted-average Grant Date Fair Value		Aggregate Fair Value
Outstanding, January 1, 2021	—	$	—	$	—
Granted	1,597,272	16.00		25,556
Vested	—	—		—
Forfeited	—	—		—
Outstanding, December 31, 2021	1,597,272	$	16.00	$	25,556

Restricted Stock Purchase Agreements with Executives

In 2018 and 2020, the Company issued shares of common stock pursuant to restricted stock purchase agreements with its Chief Executive Officer and Chief Product Officer in exchange for nonrecourse promissory notes to finance the entire cost of the shares. Due to the promissory notes being collateralized by the stock purchased and other stock held by the purchasers, these transactions were accounted for as substantive grants of common stock options since the purchasers did not assume the risk of ownership. Compensation expense was recognized ratably over a four-year service period. As of December 31, 2021, and 2020, there were 0 and 9,872,293 shares subject to the restricted stock purchase agreements, respectively.

In September 2021 the Company’s board of directors approved the forgiveness of the Chief Executive Officer’s 2018 and 2020 promissory notes under which $8.3 million of principal and accrued interest was outstanding for the purchase of 7,359,572 common stock shares. The Company’s board of directors also approved the forgiveness of the Chief Product Officer’s 2020 promissory notes under which $3.5 million of principal and accrued interest was outstanding for the purchase of 2,457,721 common stock shares.

The forgiveness of the promissory notes were deemed to be an option modification. The unrecognized grant date fair value and the incremental fair value from the modification resulting from the forgiveness of the promissory notes related to vested shares was recognized in stock-based compensation expense during the year ended December 31, 2021 and the unvested portion thereof will be recognized as stock-based compensation expense over the remaining vesting period. This

modification resulted in $12.9 million in additional stock-based compensation expense for the year ended December 31, 2021.

A summary of the Company’s option activity related to common stock through restricted stock purchase agreements in exchange for Nonrecourse Notes during 2021 was as follows:


						Number of Shares
Outstanding, December 31, 2020						9,872,293
Forgiveness of promissory notes on vested shares of common stock						(9,872,293)
Outstanding, December 31, 2021						—

Early Exercise Liability

Unvested shares of early-exercised stock options are held in escrow until the stock option becomes fully vested or until the employee’s termination, whichever occurs first. The right to repurchase these shares lapses over the four-year vesting period. For accounting purposes, the early exercise of options is not considered to be a substantive exercise until the underlying awards vest.

The following table summarizes the activity of the unvested common stock issued pursuant to an early exercise of stock options during the year ended December 31, 2021:


			Number of Shares
Unvested at December 31, 2020			316,666
Vested			(316,666)
Unvested at December 31, 2021			—

As of December 31, 2021, there was no liability related to the early exercise of common stock options.

INCOME (LOSS) PER SHARE

12 Months Ended

Dec. 31, 2021

Earnings Per Share [Abstract]

INCOME (LOSS) PER SHARE

Basic net income (loss) per share is computed by dividing net income (loss) attributable to common stockholders by the weighted-average common shares outstanding during the period. Diluted net income (loss) per share attributable to common stockholders is computed based on the weighted-average common shares outstanding plus the effect of dilutive potential common shares outstanding during the period calculated using the treasury stock method and the if-converted method. Dilutive potential common shares include stock options, non-vested shares, redeemable convertible preferred shares, convertible notes, restricted stock and similar equity instruments granted by the Company. Some restricted stock units vest upon certain performance and market conditions and as they vest, the shares will be included in outstanding common shares. Potential common share equivalents have been excluded where their inclusion would be anti-dilutive.

Basic and diluted net income (loss) attributable to common holders per share is presented in conformity with the two-class method required for participating securities as the redeemable convertible preferred stock, common stock subject to restricted stock purchase agreements, early exercised options, and restricted shares are considered participating securities. Under the two-class method, distributed and undistributed income allocated to participating securities are excluded from net income (loss) attributable to common stockholders for purposes of calculating basic and diluted income (loss) per share. The Company’s participating securities do not have a contractual obligation to share in the Company’s losses, therefore, net losses for the years ended December 31, 2020 and 2019 was attributed entirely to common stockholders and there is no difference in the number of shares used to calculate basic and diluted shares outstanding.

The following table reconciles net income and the weighted-average shares used in computing basic and diluted earnings per share:


	Year Ended December 31,
	2021		2020		2019
Numerator:
Net income (loss)	$	86,418	$	(47,352)	$	(20,606)
Less: Income allocated to participating securities	53,310		—		—
Net income (loss) attributable to common stockholders – basic	33,108		(47,352)		(20,606)

Plus: Income allocated to non-participating securities	2,285		—		—
Net income (loss) attributable to common stockholders - diluted	$	35,393	$	(47,352)	$	(20,606)

Denominator:
Basic weighted-average common shares outstanding	52,815,449		16,315,730		15,760,246
Dilutive potential common stock issuable:
Common stock warrants	81,517		—		—
Preferred stock warrants	37,074		—		—
Stock options	6,631,061		—		—
Restricted stock units	70,283		—		—
Diluted weighted-average shares outstanding	59,635,384		16,315,730		15,760,246

Net income (loss) attributable to common stockholders per share
Basic	$	0.63	$	(2.90)	$	(1.31)
Diluted	$	0.59	$	(2.90)	$	(1.31)

In periods of net losses, potentially dilutive securities are not included in the calculation of diluted net income (loss) per share because to do so would be anti-dilutive.

Outstanding anti-dilutive securities not included in the diluted net income (loss) per share attributable to common stockholders calculations were as follows (in common stock equivalent shares):


	Year Ended December 31,
	2021	2020	2019
Redeemable convertible preferred stock	—	83,526,065	54,527,458
Stock options	2,724,654	8,344,752	8,244,751
Early exercised stock options	—	316,666	—
Restricted stock units	5,624,195	—	—
Performance restricted stock units	4,932,572	—	—
Common stock subject to restricted stock purchase agreements	—	9,872,293	2,924,130
Common stock warrants	—	75,744	75,744
Redeemable convertible preferred stock warrants	—	79,882	79,882
Total	13,281,421	102,215,402	65,851,965

INCOME TAXES

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

INCOME TAXES

The Company’s effective income tax rate for the year ended December 31, 2021 was 27.5% compared to 0% in the

corresponding period in the prior year. The increase in our provision and effective tax rate was primarily due to the current tax liability arising from an increase in income from operations which exceeded available net operating loss carryforwards.

Components of income tax expense were as follows:


	Year Ended December 31,
	2021		2020		2019
Current:
U.S. federal	$	9,483	$	—	$	—
State	19,808		—		—
Deferred:
U.S. federal	3,468		—		—
State	—		—		—
Total income tax expense	$	32,759	$	—	$	—

The effective tax rate of the provision for income taxes differs from the U.S. federal statutory rate as follows:


	2021		2020		2019
U.S. federal statutory tax rate	21.0	%	21.0	%	21.0	%
State and local income taxes, net of federal tax benefit	13.3	%	7.6	%	7.0	%
Permanent differences	(0.4)	%	(1.3)	%	(0.9)	%
Change in valuation allowance	(18.6)	%	(30.8)	%	(30.9)	%
Tax credits	(0.9)	%	3.3	%	4.8	%
Non-deductible convertible note adjustments	11.0	%	—	%	—	%
Sec. 162(m) limitation	2.2	%	—	%	—	%
Uncertain tax position reserves	1.2	%	(0.7)	%	(1.0)	%
Stock-based compensation	(1.2)	%	0.9	%	—	%
Other	(0.1)	%	—	%	—	%
Income tax expense	27.5	%	—	%	—	%

The Company recorded a valuation allowance to reflect the estimated amount of certain U.S. federal and state deferred tax assets that, more likely than not, will not be realized. In making such a determination, the Company evaluates a variety of factors including the projected future taxable income, scheduled reversals of deferred tax liabilities, prudent tax planning strategies, and recent financial operations. The evaluation of this evidence requires significant judgement about the forecasts of future taxable income, based on the plans and estimates we are using to manage the underlying business.

The net change in total valuation allowance for the years ended December 31, 2021 and 2020 was a decrease of $20.2 million and an increase of $14.6 million, respectively. The $20.2 million net decrease in the valuation allowance during 2021 is primarily due to the recognition of federal tax benefits of $22.2 million in 2021 as a result of current operating activity, utilization of net operating loss carryforwards, and the availability of accelerated tax depreciation for United States federal tax purposes. The valuation allowance for U.S. state tax deferred tax assets increased by $2.0 million due to differences between the application of U.S. federal and state tax regulations for tax depreciation and limitations on the California net operating loss carryforwards. The $14.6 million net increase in 2020 was primarily due to the current period US federal and state net operating losses.

The significant components of deferred income taxes were as follows:


	2021		2020
Deferred tax assets:
Net operating losses	$	6,180	$	29,217
Research and development credits	942		3,791
Operating lease liability	14,484		3,234
Share-based compensation	4,801		350
Accruals and reserves	5,740		3,189
Deferred revenue	24,976		—
State taxes	2,769		—
Gross deferred tax assets	59,892		39,781

Deferred tax liabilities:
Operating right-of-use asset	21,471		2,376
Depreciation and amortization	28,207		3,511
Gross deferred tax liabilities	49,678		5,887

Gross deferred tax assets/(liabilities)	10,214		33,894
Valuation allowance	(13,682)		(33,894)
Net deferred tax asset/(liabilities)	$	(3,468)	$	—

At December 31, 2021, the Company has United States federal and state net operating loss ("NOL") carryforwards of $9.7 million and $60.6 million, respectively. The federal NOL carryforwards generated in pre-2018 tax years of $5.6 million will begin to expire in 2037 while Federal NOLs generated after 2017 of $4.1 million will carryforward indefinitely. The state NOL carryforwards of $60.6 million will begin to expire in 2031 unless previously utilized. At December 31, 2021, the Company also had federal research tax credit carryforwards of $1.2 million. The federal research tax credit carryforwards begin to expire in 2032, if not utilized.

The above NOL carryforward and the research tax credit carryforwards are subject to an annual limitation under Section 382 and 383 of the Internal Revenue Code (“IRC”) of 1986, and similar state provisions due to ownership change limitations that have occurred which will limit the amount of NOL and tax credit carryforwards that can be utilized to offset future taxable income and tax, respectively. In general, an ownership change, as defined by Section 382 and 383, results from transactions increasing ownership of certain stockholders or public groups in the stock of the corporation by more than 50 percentage points over a three-year period. The Company has completed an IRC Section 382/383 analysis. If a change in ownership were to occur, additional NOL and tax credit carryforwards could be subject to future limitations or expire unutilized. As of December 31, 2021, the Company has $9.7 million of federal net operating losses and $29.8 million of state NOLs subject to limitations related to the utilization under Section 382 of the Internal Revenue Code. As of December 31, 2021, the Company has $1.2 million of federal tax credit carryforwards subject to limitations related to the utilization under Section 383 of the Internal Revenue Code.

The Company recognizes the benefit of tax positions taken or expected to be taken in its tax returns in the financial statements when it is more likely than not that the position will be sustained upon examination by authorities. Recognized tax positions are measured at the largest amount of benefit that is greater than 50% likely of being realized upon settlement.


	2021		2020		2019
Balance at January 1	$	1,045	$	705	$	489
Decreases related to prior year tax positions, net	1,360		—		—
Increases related to current year tax positions	1,000		340		216
Balance at December 31	$	3,405	$	1,045	$	705

As of December 31, 2021, the Company has approximately $3.4 million of unrecognized tax benefits of which $3.2 million would affect the Company's effective tax rate if recognized. As of December 31, 2021, and December 31, 2020, the Company recorded no accrued interest and penalties related to unrecognized tax benefits. The Company does not expect any significant changes in its tax positions that would warrant recognition of a liability for unrecognized income tax benefits during the next 12 months.

The Company’s United States federal and state income tax returns are subject to tax examination by U.S. federal and state tax authorities for tax years within the statute of limitations. All tax carryforwards are subject to adjustment until the statute closes on the year the carryforwards are eventually utilized. The statute remains open on tax carryforwards generated and utilized as of December 31, 2021 for the 2011 and subsequent tax years.

On June 29, 2020, Assembly Bill 85 (”AB 85”) was signed into law as part of the California 2020 Budget Act and temporarily suspends the use of California net operating losses and imposes a cap on the amount of business incentive tax credits that companies can utilize against their taxable income for tax years 2020, 2021, and 2022. The Company evaluated the provisions of AB 85 and was unable to offset current period taxable income with net operating losses. The Company continues to maintain its valuation allowance over California net operating losses. The Company will continue to evaluate the impact, if any, AB 85 may have on its financial statements and disclosures.

On December 27, 2020, the Consolidated Appropriations Act, 2021, (“CAA”) was signed into law in the United States. The CAA includes, among other provisions, tax and direct spending relief for businesses and individuals affected by the coronavirus pandemic; and extends dozens of expiring tax deductions, credits, and incentives. The Company evaluated the impact of the CAA and determined that it did not have a material impact to the income tax provision for the tax year ended December 31, 2021.

On March 11, 2021, the American Rescue Plan Act H.R. 1319 (“ARPA”) was signed into law in the United States. ARPA is a follow up to the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”). The bill includes provisions on taxes, health care, unemployment benefits, direct payments, state and local funding, and other issues. ARPA did not have a significant impact on the Company’s financial statements for the year ended December 31, 2021.

In April 2021, the Company was awarded a California Competes Tax Credit (“CCTC”) totaling $20.0 million for a five-year agreement. The CCTC is a competitive income tax credit available to businesses across various industries that want to locate or expand in California. The CCTC can offset California corporate income tax liability and is non-refundable.

The credit is allocated in equal increments of $4.0 million over five years for a total of $20.0 million as documented in the CCTC Agreement. The Agreement covers tax years 2021-2025 and is awarded upon successful completion of milestones each year.

The credit is earned on an annual basis and certain milestones are required to be achieved. If the credit earned in a given year exceeds the Company’s California corporate income tax liability, the balance can be carried over for up to six years if necessary, until exhausted. The California Competes Tax Credit will be reflected as a benefit when certified annually which did not occur during the year ended December 31, 2021.

- Definition

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

+ References

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

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

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

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

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

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

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

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

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

+ Details

COMMITMENTS AND CONTINGENCIES	12 Months Ended
COMMITMENTS AND CONTINGENCIES	Dec. 31, 2021
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	COMMITMENTS AND CONTINGENCIES Product Liability The Company’s business exposes it to liability risks from its potential medical diagnostic products. Product liability claims could result in the payment of significant amounts of money and divert management’s attention from running the business. The Company may not be able to maintain insurance on acceptable terms, or the insurance may not provide adequate protection in the case of a product liability claim. To the extent that product liability insurance, if available, does not cover potential claims, the Company would be required to self-insure the risks associated with such claims. The Company believes it carries reasonably adequate insurance for product liability. Standby Letters of Credit As of December 31, 2020, the Company was party to certain letters of credit, primarily related to a letter of credit with Comerica Bank as collateral required by one of the Company’s vendors. During the year ended December 31, 2021, the Company entered into a Revolving Credit Agreement with a capacity of $130.0 million and all but one of the letters of credit were no longer required by the counterparties. The one letter of credit, totaling $6.0 million, has been re-issued under the Revolving Credit Agreement. In May 2021, the Company repaid the debt outstanding under the Revolving Credit Agreement and terminated the agreement in June 2021. Upon agreement with East West Bank and the other lenders to the Revolving Credit Agreement, the Company kept in place its outstanding letter of credit in the amount of $6.0 million. The letter of credit was increased to $12.0 million in July 2021. In November 2021 East West Bank increased the letter of credit by $0.5 million. All other obligations under the Revolving Credit Agreement have otherwise been terminated. In November 2021, $0.8 million of cash was restricted in relation to a customs surety on international imports. The Company also has outstanding, letters of credit with Comerica Bank related to its real estate leases totaling $0.5 million as of December 31, 2021. All letters of credit are collateralized. Legal Settlement In March 2021, the Company reached a settlement pursuant to a consulting agreement for services rendered during the year ended December 31, 2020, related to the advancement of the Company’s diagnostic platform and identification of funding opportunities. The Company agreed to pay $9.0 million, payable in four equal installments over eighteen months, starting on April 1, 2021. The amount was included in the statements of operations in general and administrative expenses for the year ended December 31, 2020. As of December 31, 2021, $4.5 million of this amount was included in accrued liabilities and other current liabilities in the balance sheets.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS (Policies)

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Basis of Accounting

The Company’s financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”) for reporting.

Use of Estimates

The preparation of the accompanying financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period.

Significant estimates and assumptions made in the accompanying financial statements include, but are not limited to revenue recognition, net accounts receivable, stock-based compensation expense, product warranty reserve, the recoverability of its long-lived assets, net deferred tax assets (and related valuation allowance) and the fair value of Convertible Notes and common stock prior to the Company’s IPO. The Company evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors and adjusts those estimates and assumptions when facts and circumstances dictate. Actual results could materially differ from those estimates.

Segment Reporting

Operating segments are identified as components of an enterprise about which discrete financial information is available for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance. In addition, the guidance for segment reporting indicates certain quantitative materiality thresholds. The Company views its operations and manages its business in one operating segment which is consistent with how the Chief Executive Officer, who is the chief operating decision maker, reviews the business, makes investment and resource allocation decisions, and assesses operating performance. All revenue to date is from customers located in the United States and all long-lived assets are located in the United States.

Cash and Cash Equivalents, Restricted Cash

Cash and cash equivalents consist of bank deposits. The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

Restricted Cash

Accounts Receivable

Concentration of Credit Risk and Other Risk and Uncertainties

Inventories

Product Warranty Reserve

Fair Value Measurements and Financial Instruments, Fair Value of Common Stock

The fair value hierarchy defines a three-level valuation hierarchy for disclosure of fair value measurements as follows:


Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2 - Inputs other than quoted prices included within Level 1 that are observable, unadjusted quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities.
Level 3 - Unobservable inputs that are supported by little or no market activity for the related assets or liabilities.

The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

Property and Equipment, Net

Intangible Assets, Net

Leases

Deferred Rent (Prior to adoption of Accounting Standards Codification “(ASC”) 842)

Deferred Offering Costs

Impairment of Long-Lived Assets

Common Stocks Warrants

Redeemable Convertible Preferred Stock Warrants and Redeemable Convertible Preferred Stock

Redeemable Convertible Preferred Stock

Revenue Recognition

Product Revenue

The Company generates revenue from the sale of its products to government entities, healthcare providers, commercial customers, distributors, and direct-to-consumer (“DTC”) sales.

consideration the Company expects to receive in exchange for those goods. Revenue allocated to Cue Enterprise Dashboards is recognized ratably over the term of the service.

See Note 3, Revenue Recognition, for details regarding disaggregation of product revenue by type of customer for the years ended December 31, 2021, 2020 and 2019.

Deferred Revenue

Grant and Other Revenue

Contract Assets and Liabilities

Cost of Product Revenue

Shipping and Handling Costs

The Company elected to account for shipping and handling as activities to fulfill the promise the goods and records them as cost of product revenue.

Sales and Marketing Expense, General and Administrative Expenses

Patent Costs

Research and Development Expenses, Accrued Research and Development Costs

Accrued Research and Development Costs

Stock-Based Compensation

Income Taxes

Recently Adopted Accounting Pronouncements

New Accounting Pronouncements Not Yet Adopted

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS (Tables)

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Schedule of Product Warranty Liability

The following table provides a reconciliation of the change in estimated warranty liabilities:


	Amount
Balance, December 31, 2020	$	—
Provision for warranties	7,744
Settlements	(2,879)
Balance, December 31, 2021	$	4,865

Fair Value Hierarchy Descriptions

The fair value hierarchy defines a three-level valuation hierarchy for disclosure of fair value measurements as follows:


Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2 - Inputs other than quoted prices included within Level 1 that are observable, unadjusted quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities.
Level 3 - Unobservable inputs that are supported by little or no market activity for the related assets or liabilities.

The estimated fair value of redeemable convertible preferred stock warrants was determined using BSM option pricing model with the following assumptions at December 31, 2020 and 2019 :

Series A Redeemable Convertible Preferred Stock Warrants


	2020		2019
Expected volatility	59.9%		41.8%
Expected term (years)	4.92		5.92
Expected dividend yield	0.00%		0.00%
Risk-free interest rate	0.41%		1.72%
Fair value per share	$	16.83	$	0.55

Series B Redeemable Convertible Preferred Stock Warrants


	2020		2019
Expected volatility	46.2%		37.2%
Expected term (years)	7.91		8.91
Expected dividend yield	0.00%		0.00%
Risk-free interest rate	0.65%		1.88%
Fair value per share	$	16.41	$	0.68

Schedule of Property and Equipment Estimated Useful Lives

The estimated useful lives are as follows:


			Years
Machinery and equipment			3-7 years
Furniture and fixtures			7
Computers and software			3-5 years

As of December 31, 2021 and 2020, the Company’s property and equipment, net consisted of the following:


	December 31,
	2021		2020
Construction in progress	$	4,082	$	83,353
Machinery and equipment	195,001		26,972
Leasehold improvements	19,302		2,897
Furniture and fixtures	740		683
Property and equipment	219,125		113,905
Accumulated depreciation and amortization	(41,669)		(10,222)
Total property and equipment, net	$	177,456	$	103,683

REVENUE (Tables)

12 Months Ended

Dec. 31, 2021

Revenue from Contract with Customer [Abstract]

Schedule of Disaggregation of Revenue

Disaggregation of product revenue by type of customer for the years ended December 31, 2021, 2020, and 2019 respectively:


	Year Ended December 31,
	2021		2020		2019
Public sector entities	$	382,958	$	8,874	$	—
Private sector customers	232,838		6,517		—
Total product revenue	$	615,796	$	15,391	$	—

The following table sets forth the Company’s product gross profit and product gross profit margin for the years ended December 31, 2021, 2020, and 2019:


	Year Ended December 31,
	2021			2020			2019
Product revenue	$	615,796		$	15,391		$	—
Cost of product revenue	276,542			14,951			—
Product gross profit	$	339,254		$	440		$	—
Product gross profit margin	55		%	3		%	0%

Schedule of Contract Liabilities

The activity related to contract liabilities for the years ended December 31, 2021 and 2020, is as follows:


	Amount
Balance at December 31, 2019	$	12
U.S. DoD Advance	184,577
Non-refundable customer deposits	803
Recognition of U.S. DoD Advance	(2,296)
Balance at December 31, 2020	183,096
Recognition of U.S. DoD Advance	(89,845)
Recognition of non-refundable customer deposits	(803)
Balance at December 31, 2021	$	92,448

INVENTORIES (Tables)

12 Months Ended

Dec. 31, 2021

Inventory Disclosure [Abstract]

Schedule of Inventories

As of December 31, 2021 and 2020, the Company’s inventories consisted of the following:


	December 31,
	2021		2020
Raw materials	$	34,042	$	31,029
Work-in-process	10,920		4,957
Finished goods	46,094		1,645
Reserve	(2,668)		(789)
Total inventories	$	88,388	$	36,842

PREPAID EXPENSES (Tables)

12 Months Ended

Dec. 31, 2021

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Schedule of Prepaid Expenses

As of December 31, 2021 and 2020, the Company’s prepaid expenses consisted of the following:


	December 31,
	2021		2020
Prepaid expense	$	30,153	$	5,152
Prepaid inventory	15,736		8,695
Total prepaid expenses	$	45,889	$	13,847

PROPERTY AND EQUIPMENT, NET (Tables)

12 Months Ended

Dec. 31, 2021

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment, Net

The estimated useful lives are as follows:


			Years
Machinery and equipment			3-7 years
Furniture and fixtures			7
Computers and software			3-5 years

As of December 31, 2021 and 2020, the Company’s property and equipment, net consisted of the following:


	December 31,
	2021		2020
Construction in progress	$	4,082	$	83,353
Machinery and equipment	195,001		26,972
Leasehold improvements	19,302		2,897
Furniture and fixtures	740		683
Property and equipment	219,125		113,905
Accumulated depreciation and amortization	(41,669)		(10,222)
Total property and equipment, net	$	177,456	$	103,683

INTANGIBLE ASSETS (Tables)

12 Months Ended

Dec. 31, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Finite-Lived Intangible Assets

As of December 31, 2021 and 2020, the Company’s intangible assets consisted of the following:


	December 31,
	2021		2020
Capitalized software	$	5,638	$	914
Accumulated amortization	(2,067)		(76)
Capitalized software, net	3,571		838
In-process software development	4,102		1,200
Total intangible assets	$	7,673	$	2,038

Schedule of Estimated Amortization Expense

Estimated amortization expense for each of the years ending December 31 is as follows:


2022	$	1,501
2023	1,453
2024	617
Total amortization expense	$	3,571

LEASES (Tables)

12 Months Ended

Dec. 31, 2021

Leases [Abstract]

Schedule of Lease Assets and Liabilities and Weighted-Average Terms and Discount Rates

The right-of-use assets and lease liabilities recognized on the Company’s balance sheets as of December 31, 2021 and 2020 were as follows:


		December 31,
	Balance Sheet Location	2021		2020
Assets
Right-of-use assets operating leases	Operating lease right-of-use assets	$	79,474	$	8,281
Right-of-use assets finance leases	Property and equipment, net	9,821		4,837
Liabilities
Operating lease liabilities (current)	Operating lease liabilities, current	7,147		797
Finance lease liabilities (current)	Finance lease liabilities, current	2,621		1,249
Operating lease liabilities (non-current)	Operating lease liabilities, net of current portion	46,464		10,472
Finance lease liabilities (non-current)	Finance lease liabilities, net of current portion	3,271		1,857

The weighted-average remaining lease term and discount rate information related to operating and finance leases as of December 31, 2021 and 2020 was as follows:


	December 31, 2021		December 31, 2020
	Operating Leases	Finance Leases	Operating Leases	Finance Leases
Weighted-average remaining lease term (in years)	8.9	2.3	8.4	2.5
Weighted-average discount rate	5.7%	3.8%	8.7%	6.5%

Schedule of Lease Cost

The components of lease cost for the years ended December 31, 2021 and 2020 were as follows:


	Year Ended December 31,
	2021		2020
Operating lease cost	$	7,983	$	1,552
Finance lease cost:
Amortization of right-of-use assets	1,854		570
Interest on lease liabilities	218		113
Total lease cost	$	10,055	$	2,235

The supplemental cash flow information related to leases for the years ended December 31, 2021 and 2020 was as follows:


	Year Ended December 31,
	2021		2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	20,867	$	1,287
Operating cash flows from finance leases	$	218	$	113
Financing cash flows from finance leases	$	2,124	$	1,922

Schedule of Operating Lease Liability Maturity

As of December 31, 2021, the maturities of the Company’s operating and finance lease liabilities were as follows:


	Operating Leases		Finance Leases
2022	$	7,147	$	2,789
2023	7,384		2,408
2024	7,243		919
2025	7,424		—
2026	7,697		—
Thereafter	31,897		—
Total lease payments	68,792		6,116
Less: Imputed interest	(15,181)		(224)
Total	$	53,611	$	5,892

Schedule of Finance Lease Liability Maturity

As of December 31, 2021, the maturities of the Company’s operating and finance lease liabilities were as follows:


	Operating Leases		Finance Leases
2022	$	7,147	$	2,789
2023	7,384		2,408
2024	7,243		919
2025	7,424		—
2026	7,697		—
Thereafter	31,897		—
Total lease payments	68,792		6,116
Less: Imputed interest	(15,181)		(224)
Total	$	53,611	$	5,892

FAIR VALUE MEASUREMENTS (Tables)

12 Months Ended

Dec. 31, 2021

Fair Value Disclosures [Abstract]

Fair Value, Liabilities Measured on Recurring Basis

The following table sets forth the Company’s financial instruments that were measured at fair value on a recurring basis within the fair value hierarchy:


December 31, 2020	Recurring Fair Value Measurements
	Level 1		Level 2		Level 3		Total
Redeemable convertible preferred stock warrant liabilities	$	—	$	—	$	1,331	$	1,331

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


	Redeemable Convertible Preferred Stock Warrants		Convertible Notes
Balance, December 31, 2018	$	46	$	—
Remeasurement	(4)		—
Balance, December 31, 2019	42		—
Remeasurement	1,289		—
Balance, December 31, 2020	1,331		—
Issuance	—		235,480
Remeasurement	(53)		59,560
Accrued interest	—		2,752
Exercise of redeemable convertible preferred stock warrants	(1,278)		—
Conversion into common stock	—		(297,792)
Balance, December 31, 2021	$	—	$	—

Estimated Fair Value of Redeemable Convertible Preferred Stock Warrants was Determined Using BSM Option Pricing Model

The fair value hierarchy defines a three-level valuation hierarchy for disclosure of fair value measurements as follows:


Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2 - Inputs other than quoted prices included within Level 1 that are observable, unadjusted quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities.
Level 3 - Unobservable inputs that are supported by little or no market activity for the related assets or liabilities.

The estimated fair value of redeemable convertible preferred stock warrants was determined using BSM option pricing model with the following assumptions at December 31, 2020 and 2019 :

Series A Redeemable Convertible Preferred Stock Warrants


	2020		2019
Expected volatility	59.9%		41.8%
Expected term (years)	4.92		5.92
Expected dividend yield	0.00%		0.00%
Risk-free interest rate	0.41%		1.72%
Fair value per share	$	16.83	$	0.55

Series B Redeemable Convertible Preferred Stock Warrants


	2020		2019
Expected volatility	46.2%		37.2%
Expected term (years)	7.91		8.91
Expected dividend yield	0.00%		0.00%
Risk-free interest rate	0.65%		1.88%
Fair value per share	$	16.41	$	0.68

STOCK-BASED COMPENSATION (Tables)

12 Months Ended

Dec. 31, 2021

Share-based Payment Arrangement [Abstract]

Schedule of Stock-Based Compensation Expense Related to Awards Issued

Stock-based compensation expense related to awards issued under the Company's incentive compensation plans for the years ended December 31, 2021, 2020, and 2019 was as follows:


	Year Ended December 31,
	2021		2020		2019
Cost of revenues	$	1,979	$	—	$	—
Sales and marketing	2,634		1		—
Research and development	6,889		98		45
General and administrative	31,477		3,064		291
Total stock-based compensation expense	$	42,979	$	3,163	$	336

Schedule of Stock Option Activity and Related Information

A summary of stock option activity and related information for the year ended December 31, 2021 was as follows:


	Options	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)
Outstanding at January 1, 2021	8,344,752	$	0.61	6.4
Granted	2,965,821	15.61
Exercised	(1,713,054)	0.31
Forfeited	(367,317)	10.58
Expired	(67,042)	0.36
Outstanding at December 31, 2021	9,163,160	$	5.13	6.9
Exercisable at December 31, 2021	6,241,942	$	2.01	6.0
Vested and expected to vest at December 31, 2021	9,163,160	$	5.13	6.9

A summary of the Company’s option activity related to common stock through restricted stock purchase agreements in exchange for Nonrecourse Notes during 2021 was as follows:


						Number of Shares
Outstanding, December 31, 2020						9,872,293
Forgiveness of promissory notes on vested shares of common stock						(9,872,293)
Outstanding, December 31, 2021						—

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


	2021		2020		2019
Expected volatility	40.9%		39.6%		28.4%
Expected term (years)	7.71		7.04		6.08
Expected dividend yield	0.0%		0.0%		0.0%
Risk-free interest rate	0.8%		0.4%		1.8%
Grant date fair value	$	6.93	$	0.57	$	0.15

The fair value of the market-based performance-vesting RSU awards is based on a Monte-Carlo simulation with the following assumptions.


	For the year ended December 31, 2021
Expected dividend yield (1)	0.00	%
Risk-free interest rate (2)	1.27	%
Expected volatility (3)	65.00	%
Cost of equity (3)	0.15

(1)Dividend yield is based on no dividend payout being expected on common units over the term to expiration of the performance-vesting RSUs

(2)The risk-free interest rate for the periods within the contractual term of the market-based performance-vesting RSUs is based on the US Treasury yield curve in effect at the time of the grant.

(3)The expected volatility and cost of equity are measures of the amount by which a stock price has fluctuated or is expected to fluctuate based primarily on our and our peers' historical data.

Share-based Payment Arrangement, Restricted Stock Unit, Activity

Total RSU activity for the year ended December 31, 2021 is as follows:


	Underlying Shares	Weighted-average Grant Date Fair Value		Aggregate Fair Value
Outstanding, January 1, 2021	—	$	—	$	—
Granted	11,584,681	14.65		169,716
Vested	(193,933)	15.65		(3,036)
Forfeited	(126,513)	16.00		(2,024)
Outstanding, December 31, 2021	11,264,235	$	14.62	$	164,656

Market-based performance-vesting RSU activity for the year ended December 31, 2021 is as follows:


	Underlying Shares	Weighted-average Grant Date Fair Value		Aggregate Fair Value
Outstanding, January 1, 2021	—	$	—	$	—
Granted	3,335,300	12.82		$	42,759
Vested	—	—		$	—
Forfeited	—	—		$	—
Outstanding, December 31, 2021	3,335,300	$	12.82	$	42,759

Operations-based performance-vesting RSU activity for the year ended December 31, 2021 are as follows:


	Underlying Shares	Weighted-average Grant Date Fair Value		Aggregate Fair Value
Outstanding, January 1, 2021	—	$	—	$	—
Granted	1,597,272	16.00		25,556
Vested	—	—		—
Forfeited	—	—		—
Outstanding, December 31, 2021	1,597,272	$	16.00	$	25,556

Schedule of Nonvested Share Activity

The following table summarizes the activity of the unvested common stock issued pursuant to an early exercise of stock options during the year ended December 31, 2021:


			Number of Shares
Unvested at December 31, 2020			316,666
Vested			(316,666)
Unvested at December 31, 2021			—

INCOME (LOSS) PER SHARE (Tables)

12 Months Ended

Dec. 31, 2021

Earnings Per Share [Abstract]

Schedule of Net Income (Loss) Per Share, Basic and Diluted

The following table reconciles net income and the weighted-average shares used in computing basic and diluted earnings per share:


	Year Ended December 31,
	2021		2020		2019
Numerator:
Net income (loss)	$	86,418	$	(47,352)	$	(20,606)
Less: Income allocated to participating securities	53,310		—		—
Net income (loss) attributable to common stockholders – basic	33,108		(47,352)		(20,606)

Plus: Income allocated to non-participating securities	2,285		—		—
Net income (loss) attributable to common stockholders - diluted	$	35,393	$	(47,352)	$	(20,606)

Denominator:
Basic weighted-average common shares outstanding	52,815,449		16,315,730		15,760,246
Dilutive potential common stock issuable:
Common stock warrants	81,517		—		—
Preferred stock warrants	37,074		—		—
Stock options	6,631,061		—		—
Restricted stock units	70,283		—		—
Diluted weighted-average shares outstanding	59,635,384		16,315,730		15,760,246

Net income (loss) attributable to common stockholders per share
Basic	$	0.63	$	(2.90)	$	(1.31)
Diluted	$	0.59	$	(2.90)	$	(1.31)

Schedule of Antidilutive Securities Excluded from Computation of Net Income (Loss) Per Share

Outstanding anti-dilutive securities not included in the diluted net income (loss) per share attributable to common stockholders calculations were as follows (in common stock equivalent shares):


	Year Ended December 31,
	2021	2020	2019
Redeemable convertible preferred stock	—	83,526,065	54,527,458
Stock options	2,724,654	8,344,752	8,244,751
Early exercised stock options	—	316,666	—
Restricted stock units	5,624,195	—	—
Performance restricted stock units	4,932,572	—	—
Common stock subject to restricted stock purchase agreements	—	9,872,293	2,924,130
Common stock warrants	—	75,744	75,744
Redeemable convertible preferred stock warrants	—	79,882	79,882
Total	13,281,421	102,215,402	65,851,965

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Schedule of Components of Income Tax Expense (Benefit)

Components of income tax expense were as follows:


	Year Ended December 31,
	2021		2020		2019
Current:
U.S. federal	$	9,483	$	—	$	—
State	19,808		—		—
Deferred:
U.S. federal	3,468		—		—
State	—		—		—
Total income tax expense	$	32,759	$	—	$	—

Schedule of Effective Income Tax Rate Reconciliation

The effective tax rate of the provision for income taxes differs from the U.S. federal statutory rate as follows:


	2021		2020		2019
U.S. federal statutory tax rate	21.0	%	21.0	%	21.0	%
State and local income taxes, net of federal tax benefit	13.3	%	7.6	%	7.0	%
Permanent differences	(0.4)	%	(1.3)	%	(0.9)	%
Change in valuation allowance	(18.6)	%	(30.8)	%	(30.9)	%
Tax credits	(0.9)	%	3.3	%	4.8	%
Non-deductible convertible note adjustments	11.0	%	—	%	—	%
Sec. 162(m) limitation	2.2	%	—	%	—	%
Uncertain tax position reserves	1.2	%	(0.7)	%	(1.0)	%
Stock-based compensation	(1.2)	%	0.9	%	—	%
Other	(0.1)	%	—	%	—	%
Income tax expense	27.5	%	—	%	—	%

Schedule of Deferred Tax Assets and Liabilities

The significant components of deferred income taxes were as follows:


	2021		2020
Deferred tax assets:
Net operating losses	$	6,180	$	29,217
Research and development credits	942		3,791
Operating lease liability	14,484		3,234
Share-based compensation	4,801		350
Accruals and reserves	5,740		3,189
Deferred revenue	24,976		—
State taxes	2,769		—
Gross deferred tax assets	59,892		39,781

Deferred tax liabilities:
Operating right-of-use asset	21,471		2,376
Depreciation and amortization	28,207		3,511
Gross deferred tax liabilities	49,678		5,887

Gross deferred tax assets/(liabilities)	10,214		33,894
Valuation allowance	(13,682)		(33,894)
Net deferred tax asset/(liabilities)	$	(3,468)	$	—

Schedule of Unrecognized Tax Benefits Roll Forward


	2021		2020		2019
Balance at January 1	$	1,045	$	705	$	489
Decreases related to prior year tax positions, net	1,360		—		—
Increases related to current year tax positions	1,000		340		216
Balance at December 31	$	3,405	$	1,045	$	705

BUSINESS AND BASIS OF ACCOUNTING (Details) $ / shares in Units, $ in Thousands		12 Months Ended
	Sep. 28, 2021 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) segment	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)
Class of Stock [Line Items]
Proceeds from issuance of common stock at public offering \| $		$ 230,000	$ 0	$ 0
Number of operating segments \| segment		1
Cue COVID-19 Test \| Product Concentration Risk \| Revenue Benchmark
Class of Stock [Line Items]
Concentration risk, percentage		100.00%
Redeemable Convertible Preferred Stock Converted into Common Stock
Class of Stock [Line Items]
Conversion of redeemable convertible preferred stock (in shares) \| shares	83,605,947
Convertible Debt
Class of Stock [Line Items]
Debt instrument, face amount \| $	$ 235,500
Accrued interest \| $	$ 2,800
Debt instrument, convertible, number of equity instruments (in shares) \| shares	18,611,914
IPO
Class of Stock [Line Items]
Sale of stock, number of shares issued in transaction (in shares) \| shares	14,375,000
Sale of stock, price per share (in dollars per share) \| $ / shares	$ 16.00
Proceeds from issuance of common stock at public offering \| $	$ 206,000
Over-Allotment Option
Class of Stock [Line Items]
Sale of stock, number of shares issued in transaction (in shares) \| shares	1,875,000

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS - Restricted Cash (Details) - USD ($) $ in Millions	Dec. 31, 2021	Nov. 30, 2021	Dec. 31, 2020
Accounting Policies [Abstract]
Restricted cash	$ 13.8	$ 0.8	$ 7.7

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS - Accounts Receivable (Details) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020
Accounting Policies [Abstract]
Accounts receivable, allowance for doubtful accounts	$ 0.3	$ 0.0

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS - Concentration of Credit Risk and Other Risk and Uncertainties (Details) - supplier	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Concentration Risk [Line Items]
Number of suppliers for certain components	2
Customer One \| Revenue Benchmark \| Customer Concentration Risk \| Product
Concentration Risk [Line Items]
Concentration risk, percentage	62.00%	58.00%
Customer One \| Accounts Receivable \| Customer Concentration Risk
Concentration Risk [Line Items]
Concentration risk, percentage	60.00%	31.00%
Customer Two \| Revenue Benchmark \| Customer Concentration Risk \| Product
Concentration Risk [Line Items]
Concentration risk, percentage	25.00%	22.00%
Customer Two \| Accounts Receivable \| Customer Concentration Risk
Concentration Risk [Line Items]
Concentration risk, percentage		29.00%
Customer Three \| Accounts Receivable \| Customer Concentration Risk
Concentration Risk [Line Items]
Concentration risk, percentage		20.00%

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS - Product Warranty Reserve (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Accounting Policies [Abstract]
Standard product warranty, term	12 months
Standard Product Warranty Accrual	$ 4,865,000	$ 0	$ 0

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS - Product Warranty Reserve Rollforward (Details)	12 Months Ended
	Dec. 31, 2021 USD ($)
Movement in Standard Product Warranty Accrual [Roll Forward]
Balance, December 31, 2020	$ 0
Provision for warranties	7,744,000
Settlements	(2,879,000)
Balance, December 31, 2021	$ 4,865,000

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS - Schedule of Property and Equipment Estimated Useful Lives (Details)	12 Months Ended
	Dec. 31, 2021
Machinery and equipment \| Minimum
Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful lives	3 years
Machinery and equipment \| Maximum
Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful lives	7 years
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful lives	7 years
Computers and software \| Minimum
Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful lives	3 years
Computers and software \| Maximum
Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful lives	5 years

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS - Property and Equipment Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands	5 Months Ended	12 Months Ended
	May 30, 2020	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Property, Plant and Equipment [Line Items]
Net loss		$ (86,418)	$ 47,352	$ 20,606
Increase in earnings per share, basic (in dollars per share)			$ 0.20
Increase in earnings per share, diluted (in dollars per share)			$ 0.20
Property And Equipment, Estimated Useful Lives
Property, Plant and Equipment [Line Items]
Depreciation and amortization			$ 3,200
Net loss			$ 3,200
Laboratory Equipment
Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful lives	7 years	5 years
Manufacturing Equipment
Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful lives	7 years	3 years

- Definition

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

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+ Details

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS - Intangible Assets (Details)	12 Months Ended
	Dec. 31, 2021
Software
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible asset, useful life	3 years

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS - Deferred Offering Costs (Details)	Dec. 31, 2020 USD ($)
Accounting Policies [Abstract]
Deferred offering costs	$ 0

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS - Impairment of Long-Lived Assets (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Accounting Policies [Abstract]
Impairment, long-lived asset	$ 0	$ 0	$ 0

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS - Redeemable Convertible Preferred Stock (Details)	Sep. 28, 2021 shares
Redeemable Convertible Preferred Stock Converted into Common Stock
Debt Instrument [Line Items]
Conversion of redeemable convertible preferred stock (in shares)	83,605,947

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS - Revenue Recognition (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Oct. 31, 2020
United States Department of Defense \| Product \| Cue COVID-19 Test
Disaggregation of Revenue [Line Items]
Advance for scaling		$ 184.6
Minimum
Disaggregation of Revenue [Line Items]
Contract term	6 months
Typical payment term	30 days
Maximum
Disaggregation of Revenue [Line Items]
Contract term	12 months
Typical payment term	45 days

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS - Stock-Based Compensation (Details)	12 Months Ended
	Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period	4 years
Expected dividend yield	0.00%
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period	3 years
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period	4 years

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS - Recent Accounting Pronouncements (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Jan. 01, 2020
Accounting Policies [Abstract]
Right-of-use assets operating leases	$ 79,474	$ 8,281	$ 8,400
Operating lease liability	53,611		$ 8,400
Implementation cost, capitalized, accumulated amortization	$ 3,400

REVENUE - Product Revenue By Customer Type (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Disaggregation of Revenue [Line Items]
Revenue	$ 618,107	$ 22,953	$ 6,626
Product
Disaggregation of Revenue [Line Items]
Revenue	615,796	15,391	0
Product \| Public sector entities
Disaggregation of Revenue [Line Items]
Revenue	382,958	8,874	0
Product \| Private sector customers
Disaggregation of Revenue [Line Items]
Revenue	$ 232,838	$ 6,517	$ 0

- 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

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+ Details

REVENUE - Product Revenue Gross Profit and Gross Profit Margin (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Disaggregation of Revenue [Line Items]
Product revenue	$ 618,107	$ 22,953	$ 6,626
Product
Disaggregation of Revenue [Line Items]
Product revenue	615,796	15,391	0
Cost of product revenue	276,542	14,951	0
Product gross profit	$ 339,254	$ 440	$ 0
Product gross profit margin	55.00%	3.00%	0.00%

- Definition

The aggregate cost of goods produced and sold and services rendered during the reporting period.

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- Definition

Aggregate revenue less cost of goods and services sold or operating expenses directly attributable to the revenue generation activity.

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REVENUE - Narrative (Details) $ in Thousands, cartridge in Millions	1 Months Ended					12 Months Ended
	Dec. 31, 2021 USD ($)	Oct. 31, 2020 USD ($)	May 31, 2020 USD ($)	Mar. 31, 2020 USD ($)	Aug. 31, 2019 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)	Dec. 31, 2018 USD ($)	Oct. 31, 2021 cartridge
Disaggregation of Revenue [Line Items]
Deferred revenue	$ 92,448					$ 92,448	$ 183,096	$ 12
Deferred revenue, current	82,165					82,165	115,747
Net contract assets	1,100					1,100	0
Revenue						618,107	22,953	6,626
United States Department of Defense
Disaggregation of Revenue [Line Items]
Deferred revenue	92,400					92,400	182,300
Deferred revenue, current	82,200					82,200
Product
Disaggregation of Revenue [Line Items]
Number of cartridge manufactured per day \| cartridge										0.1
Demonstration period of cartridge manufacture ability										7 days
Revenue						615,796	15,391	0
Grant And Other Revenue
Disaggregation of Revenue [Line Items]
Revenue						2,311	7,562	6,626
Grant And Other Revenue \| Biomedical Advanced Research And Development Authority (BARDA)
Disaggregation of Revenue [Line Items]
Revenue						$ 2,200	$ 7,600	$ 6,300
United States Department of Defense \| Product
Disaggregation of Revenue [Line Items]
Maximum percentage limit to purchase in quarterly production		45.00%
United States Department of Defense \| Product \| Cue COVID-19 Test
Disaggregation of Revenue [Line Items]
Agreement value		$ 480,900
Advance for scaling		184,600
Agreement value for sale of product		$ 296,300
Biomedical Advanced Research And Development Authority (BARDA)
Disaggregation of Revenue [Line Items]
Agreement value			$ 21,800						$ 14,000
Option exercised additional contract value				$ 13,700
Increase in agreement value	$ 800
Janssen Pharmaceuticals, Inc.
Disaggregation of Revenue [Line Items]
Agreement value					$ 600

REVENUE - Contract Liability Activity (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Contract With Customer, Liability Rollforward [Roll Forward]
Balance at December 31, 2020	$ 183,096	$ 12
Balance at December 31, 2021	92,448	183,096
United States Department of Defense
Contract With Customer, Liability Rollforward [Roll Forward]
Balance at December 31, 2020	182,300
U.S. DoD Advance		184,577
Recognition of U.S. DoD Advance and non-refundable customer deposits	(89,845)	(2,296)
Balance at December 31, 2021	92,400	182,300
Non Refundable Customer Deposits
Contract With Customer, Liability Rollforward [Roll Forward]
Non-refundable customer deposits		$ 803
Recognition of U.S. DoD Advance and non-refundable customer deposits	$ (803)

INVENTORIES (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Inventory Disclosure [Abstract]
Raw materials	$ 34,042	$ 31,029
Work-in-process	10,920	4,957
Finished goods	46,094	1,645
Reserve	(2,668)	(789)
Total inventories	$ 88,388	$ 36,842

PREPAID EXPENSES (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Prepaid expense	$ 30,153	$ 5,152
Prepaid inventory	15,736	8,695
Total prepaid expenses	$ 45,889	$ 13,847

PROPERTY AND EQUIPMENT, NET - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Property and equipment and finance lease right-of-use asset, gross	$ 219,125	$ 113,905
Accumulated depreciation and amortization	(41,669)	(10,222)
Property and equipment and finance lease right-of-use asset, net	177,456	103,683
Construction in progress
Property, Plant and Equipment [Line Items]
Property and equipment and finance lease right-of-use asset, gross	4,082	83,353
Machinery and equipment
Property, Plant and Equipment [Line Items]
Property and equipment and finance lease right-of-use asset, gross	195,001	26,972
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment and finance lease right-of-use asset, gross	19,302	2,897
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property and equipment and finance lease right-of-use asset, gross	$ 740	$ 683

PROPERTY AND EQUIPMENT, NET - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Property, Plant and Equipment [Abstract]
Depreciation	$ 30,500	$ 6,200	$ 3,700
Carrying value of finance leases	$ 9,821	$ 4,837

INTANGIBLE ASSETS - Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Acquired Finite-Lived Intangible Assets [Line Items]
Capitalized software	$ 5,638	$ 914
Accumulated amortization	(2,067)	(76)
Capitalized software, net	3,571	838
Total intangible assets	7,673	2,038
In-process software development
Acquired Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, gross	$ 4,102	$ 1,200

INTANGIBLE ASSETS - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization of intangible assets	$ 2.0	$ 0.1	$ 0.0

INTANGIBLE ASSETS - Estimated Amortization Expense (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Finite-Lived Intangible Assets [Line Items]
Total intangible assets	$ 7,673	$ 2,038
Software
Finite-Lived Intangible Assets [Line Items]
2022	1,501
2023	1,453
2024	617
Total intangible assets	$ 3,571

LEASES - Narrative (Details) ft² in Thousands, $ in Thousands	1 Months Ended		7 Months Ended	12 Months Ended
	Oct. 31, 2020 USD ($) ft²	Jun. 30, 2020 USD ($) ft²	Dec. 31, 2021 USD ($)	Dec. 31, 2019 USD ($)	Dec. 31, 2020 USD ($)	Jan. 01, 2020 USD ($)
Lessee, Lease, Description [Line Items]
Right-of-use assets operating leases			$ 79,474		$ 8,281	$ 8,400
Operating lease liability			$ 53,611			$ 8,400
Rent expense				$ 900
Minimum
Lessee, Lease, Description [Line Items]
Finance lease, remaining lease term			1 year
Operating lease, remaining lease term			7 years
Maximum
Lessee, Lease, Description [Line Items]
Finance lease, remaining lease term			3 years
Operating lease, remaining lease term			9 years
San Diego, California
Lessee, Lease, Description [Line Items]
Area of building (in sqft) \| ft²		64
Term of contract		10 years
Payment for improvements		$ 12,500
Right-of-use assets operating leases		32,400
Operating lease liability		$ 19,900
Vista, California
Lessee, Lease, Description [Line Items]
Area of building (in sqft) \| ft²	197
Term of contract	5 years
Payment for improvements	$ 3,500
Right-of-use assets operating leases	20,500
Operating lease liability	$ 17,100
Renewal term	5 years
San Diego, California and Vista, California
Lessee, Lease, Description [Line Items]
Cash payments for construction of landlord-owned assets			$ 17,000

LEASES - Right of Use Assets and Lease Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Jan. 01, 2020
Leases [Abstract]
Right-of-use assets operating leases	$ 79,474	$ 8,281	$ 8,400
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Property and equipment, net	Property and equipment, net
Right-of-use assets finance leases	$ 9,821	$ 4,837
Operating lease liabilities (current)	7,147	797
Finance lease liabilities (current)	2,621	1,249
Operating lease liabilities (non-current)	46,464	10,472
Finance lease liabilities (non-current)	$ 3,271	$ 1,857

LEASES - Components of Lease Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Leases [Abstract]
Operating lease cost	$ 7,983	$ 1,552
Finance lease cost:
Amortization of right-of-use assets	1,854	570
Interest on lease liabilities	218	113	$ 107
Total lease cost	$ 10,055	$ 2,235

LEASES - Operating and Finance Lease Liability Maturities (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Jan. 01, 2020
Operating Leases
2022	$ 7,147
2023	7,384
2024	7,243
2025	7,424
2026	7,697
Thereafter	31,897
Total lease payments	68,792
Less: Imputed interest	(15,181)
Total	53,611	$ 8,400
Finance Lease, Liability, Payment, Due [Abstract]
2022	2,789
2023	2,408
2024	919
2025	0
2026	0
Thereafter	0
Total lease payments	6,116
Less: Imputed interest	(224)
Total	$ 5,892

LEASES - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$ 20,867	$ 1,287
Operating cash flows from finance leases	218	113
Financing cash flows from finance leases	$ 2,124	$ 1,922

LEASES - Weighted-Average Remaining Lease term and Discount Rate Information (Details)	Dec. 31, 2021	Dec. 31, 2020
Weighted-average remaining lease term (in years)
Operating Leases	8 years 10 months 24 days	8 years 4 months 24 days
Finance Leases	2 years 3 months 18 days	2 years 6 months
Weighted-average discount rate
Operating Leases	5.70%	8.70%
Finance Leases	3.80%	6.50%

DEBT (Details) - USD ($)		1 Months Ended			12 Months Ended
DEBT (Details) - USD ($)	Sep. 28, 2021	Jun. 30, 2021	May 31, 2021	Feb. 28, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Jun. 01, 2022	Jul. 31, 2021	Feb. 05, 2021
Debt Instrument [Line Items]
Loss on extinguishment of debt					$ 1,998,000	$ 610,000	$ 0
Conversion of convertible notes	$ 297,800,000				297,792,000	$ 0	$ 0
IPO
Debt Instrument [Line Items]
Sale of stock, price per share (in dollars per share)	$ 16.00
Convertible Debt
Debt Instrument [Line Items]
Debt instrument, face amount	$ 235,500,000
Accrued interest	$ 2,800,000
Debt instrument, convertible, number of equity instruments (in shares)	18,611,914
May 2021 Convertible Notes \| Convertible Debt
Debt Instrument [Line Items]
Debt instrument, face amount	$ 235,500,000		$ 235,500,000
Debt issuance costs, gross			$ 6,000,000
Debt instrument, interest rate, stated percentage			3.00%
Debt instrument, initial interest rate period			12 months
Fair value adjustment loss on debt					59,600,000
Accrued interest	$ 2,800,000
Debt instrument, convertible, number of equity instruments (in shares)	18,611,914
Debt instrument, convertible, conversion discount period one	20.00%		20.00%
Long-term debt					0
May 2021 Convertible Notes \| Convertible Debt \| Forecast
Debt Instrument [Line Items]
Debt instrument, interest rate, stated percentage								9.00%
Revolving Credit Facility \| Revolving Credit Agreement \| East West Bank \| Line of Credit
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity					130,000,000				$ 12,000,000.0	$ 130,000,000.0
Repayments of lines of credit			$ 63,200,000
Debt extinguishment, fee		$ 1,300,000
Write off of deferred debt issuance cost					700,000
Loss on extinguishment of debt					2,000,000
Revolving Credit Facility \| Revolving Credit Agreement \| Comerica Bank \| Line of Credit
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity					$ 500,000
Revolving Credit Facility \| 2015 Credit Agreement \| Comerica Bank \| Line of Credit
Debt Instrument [Line Items]
Extinguishment of debt, amount				$ 5,400,000
Letter of Credit \| Revolving Credit Agreement \| East West Bank \| Line of Credit
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity										$ 20,000,000.0

CAPITAL STOCK (Details) - USD ($)		1 Months Ended		12 Months Ended
CAPITAL STOCK (Details) - USD ($)	Sep. 28, 2021	Jun. 30, 2020	May 31, 2020	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Sep. 30, 2021	Aug. 31, 2021
Class of Stock [Line Items]
Common stock and preferred stock, shares authorized (in shares)							550,000,000
Common stock, shares authorized (in shares)				500,000,000	129,030,355		500,000,000
Preferred stock, shares authorized (in shares)				50,000,000	0		50,000,000
Common stock, par value (in dollars per share)				$ 0.00001	$ 0.00001		$ 0.00001
Preferred stock, par value (in dollars per share)				$ 0.00001	$ 0.00001		$ 0.00001
Preferred stock, shares outstanding (in shares)				0	0
Conversion of convertible securities, discount percentage		10.00%
Loss on extinguishment of debt				$ 1,998,000	$ 610,000	$ 0
Shares issued upon conversion (in shares)	83,605,947
Redeemable convertible preferred stock
Class of Stock [Line Items]
Warrants outstanding (in shares)				0
Series C Redeemable Convertible Preferred Stock
Class of Stock [Line Items]
Gross proceeds through issuance		$ 105,600,000
Issuance of Series C-1 preferred stock (in shares)					27,308,227
Conversion of redeemable convertible preferred stock (in shares)				28,998,607	(1,690,380)
Loss on extinguishment of debt		$ 600,000
Series C-1 Redeemable Convertible Preferred Stock
Class of Stock [Line Items]
Issuance of Series C-1 preferred stock (in shares)		27,308,227
Temporary equity, par value (in dollars per share)		$ 0.00001		$ 0.00001	$ 0.00001
Shares issued, price per share (in dollars per share)		3.6619
Series C-2 Redeemable Convertible Preferred Stock
Class of Stock [Line Items]
Temporary equity, par value (in dollars per share)		$ 0.00001		$ 0.00001	$ 0.00001
Conversion of redeemable convertible preferred stock (in shares)		1,690,380
Conversion of redeemable convertible preferred shares issued, price per share (in dollars per share)		$ 3.2957
Redeemable convertible preferred stock warrants
Class of Stock [Line Items]
Warrants outstanding (in shares)								84,118
Common Stock Warrants
Class of Stock [Line Items]
Warrants outstanding (in shares)				75,744
Exercise price of warrant (in dollars per share)				$ 0.40
Convertible Debt
Class of Stock [Line Items]
Maximum purchase agreement	$ 235,500,000
Debt instrument, convertible, number of equity instruments (in shares)	18,611,914
Convertible Note Purchase Agreement \| Convertible Debt
Class of Stock [Line Items]
Debt instrument, convertible, number of equity instruments (in shares)	18,611,914
Convertible Note Purchase Agreement \| Convertible Debt \| Redeemable convertible preferred stock
Class of Stock [Line Items]
Maximum purchase agreement			$ 12,000,000.0
Debt instrument, interest rate, stated percentage			3.00%
Proceeds received			$ 5,600,000
Convertible financial transactions			$ 30,000,000.0
Convertible Note Purchase Agreement \| Convertible Debt \| Redeemable convertible preferred stock \| Conversion at 10% Discount
Class of Stock [Line Items]
Convertible notes, discount percentage			10.00%
Convertible notes, discount period			30 days
Convertible Note Purchase Agreement \| Convertible Debt \| Redeemable convertible preferred stock \| Conversion at 15% Discount
Class of Stock [Line Items]
Convertible notes, discount percentage			15.00%
Convertible notes, discount period			45 days

FAIR VALUE MEASUREMENTS - Fair Value of Financial Instruments, Recurring Basis (Details) - Redeemable convertible preferred stock warrants - Fair Value, Recurring - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants not settleable in cash, fair value disclosure	$ 0	$ 1,331,000
Level 1
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants not settleable in cash, fair value disclosure		0
Level 2
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants not settleable in cash, fair value disclosure		0
Level 3
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants not settleable in cash, fair value disclosure		$ 1,331,000

FAIR VALUE MEASUREMENTS - Narrative (Details) - USD ($)		1 Months Ended	12 Months Ended
FAIR VALUE MEASUREMENTS - Narrative (Details) - USD ($)	Sep. 28, 2021	May 31, 2021	Dec. 31, 2021	Dec. 31, 2020
IPO
Debt Instrument [Line Items]
Sale of stock, price per share (in dollars per share)	$ 16.00
Redeemable convertible preferred stock
Debt Instrument [Line Items]
Warrants outstanding (in shares)			0
Convertible Debt
Debt Instrument [Line Items]
Debt instrument, face amount	$ 235,500,000
Accrued interest	$ 2,800,000
Debt instrument, convertible, number of equity instruments (in shares)	18,611,914
May 2021 Convertible Notes \| Convertible Debt
Debt Instrument [Line Items]
Debt instrument, face amount	$ 235,500,000	$ 235,500,000
Debt instrument, convertible, conversion discount period one	20.00%	20.00%
Debt instrument, covenant, minimum IPO value threshold		$ 50,000,000
Debt instrument, convertible, conversion discount period two		25.00%
Accrued interest	$ 2,800,000
Debt instrument, convertible, number of equity instruments (in shares)	18,611,914
Fair value adjustment loss on debt			$ 59,600,000
Fair Value, Recurring \| Redeemable convertible preferred stock warrants
Debt Instrument [Line Items]
Warrants not settleable in cash, fair value disclosure			$ 0	$ 1,331,000

FAIR VALUE MEASUREMENTS - Fair Value Rollforward , Measured on a Recurring Basis (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Convertible Notes
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward]
Balance, December 31, 2020	$ 0	$ 0	$ 0
Issuance	235,480
Remeasurement	59,560	0	0
Accrued interest	2,752
Exercise of redeemable convertible preferred stock warrants	0
Conversion into common stock	(297,792)
Balance, December 31, 2021	0	0	0
Redeemable convertible preferred stock warrants
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward]
Balance, December 31, 2020	1,331	42	46
Issuance	0
Remeasurement	(53)	1,289	(4)
Accrued interest	0
Exercise of redeemable convertible preferred stock warrants	(1,278)
Conversion into common stock	0
Balance, December 31, 2021	$ 0	$ 1,331	$ 42

FAIR VALUE MEASUREMENTS - Measurement Inputs and Valuation Techniques (Details)	Dec. 31, 2020	Dec. 31, 2019
Series A Redeemable Convertible Preferred Stock Warrants \| Expected volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant valuation input	0.599	0.418
Series A Redeemable Convertible Preferred Stock Warrants \| Expected term (years)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant valuation input	4.92	5.92
Series A Redeemable Convertible Preferred Stock Warrants \| Expected dividend yield
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant valuation input	0.0000	0.0000
Series A Redeemable Convertible Preferred Stock Warrants \| Risk-free interest rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant valuation input	0.0041	0.0172
Series A Redeemable Convertible Preferred Stock Warrants \| Fair value per share
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant valuation input	16.83	0.55
Series B Redeemable Convertible Preferred Stock Warrants \| Expected volatility
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant valuation input	0.462	0.372
Series B Redeemable Convertible Preferred Stock Warrants \| Expected term (years)
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant valuation input	7.91	8.91
Series B Redeemable Convertible Preferred Stock Warrants \| Expected dividend yield
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant valuation input	0.0000	0.0000
Series B Redeemable Convertible Preferred Stock Warrants \| Risk-free interest rate
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant valuation input	0.0065	0.0188
Series B Redeemable Convertible Preferred Stock Warrants \| Fair value per share
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrant valuation input	16.41	0.68

STOCK-BASED COMPENSATION - Narrative (Details) - USD ($) $ in Millions	1 Months Ended	2 Months Ended	12 Months Ended
	Sep. 30, 2021	Mar. 31, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period			4 years
Granted (in shares)			2,965,821
Plan modification, incremental cost			$ 12.9
Chief Executive Officer \| 2018 Promissory Notes
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Forgiveness of promissory note	$ 8.3
Stock issued during period, new issues (in shares)	7,359,572
Chief Executive Officer \| 2020 Promissory Notes
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Forgiveness of promissory note	$ 8.3
Stock issued during period, new issues (in shares)	7,359,572
Chief Product Officer \| 2020 Promissory Notes
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Forgiveness of promissory note	$ 3.5
Stock issued during period, new issues (in shares)	2,457,721
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Aggregate intrinsic value of exercisable options			72.4	$ 96.0	$ 0.8
Total intrinsic value of options outstanding			81.9	$ 129.5	$ 0.9
Unamortized share-based compensation cost related to unvested stock option awards			$ 14.6
Expected period for recognition			2 years 9 months 21 days
Stock options \| 2021 Stock Purchase Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Annual percentage increase in shares available	5.00%
Number of shares available for grant (in shares)			56,695,085
Employee Stock \| 2021 Employee Stock Purchase Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized (in shares)	2,834,754
Annual percentage increase in shares available	1.00%
Annual increase, number of shares (in shares)	8,504,263
Percentage of fair market for ESPP common stock purchases	85.00%
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period			4 years
Issued (in shares)			11,584,681
Vested (in shares)			193,933
Restricted stock units \| Certain Executives
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Issued (in shares)		1,177,043
Restricted stock units \| 2021 Employee Stock Purchase Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Issued (in shares)			10,535,637
Vested (in shares)			5,603,065
Time-vesting Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percent representing time based RSUs			25.00%
Operations-Based Performance-Vesting RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Issued (in shares)	1,597,272		1,597,272
Vested (in shares)			0
Granted (in shares)			128,000
Unrecognized compensation cost			$ 146.0
Market-Based Performance-Vesting RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period			1 year
Issued (in shares)	3,335,300		3,335,300
Vested (in shares)			0
Discount for lack of marketability			14.00%
Restricted Stock \| Restricted Stock Purchase Agreements \| Chief Executive Officer and Chief Product Officer
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares subject to agreement (in shares)			0	9,872,293
Share-based Payment Arrangement
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation cost capitalized in inventory			$ 2.0	$ 0.0
Additional stock-based compensation expense			$ 1.2
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period			3 years
Minimum \| Stock options \| 2021 Stock Purchase Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized (in shares)	14,173,771
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period			4 years
Maximum \| Stock options \| 2021 Stock Purchase Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized (in shares)	22,399,691

STOCK-BASED COMPENSATION - Stock-Based Compensation (Details) - Share-based Payment Arrangement - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	$ 42,979	$ 3,163	$ 336
Cost of revenues
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	1,979	0	0
Sales and marketing
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	2,634	1	0
Research and development
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	6,889	98	45
General and administrative
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	$ 31,477	$ 3,064	$ 291

STOCK-BASED COMPENSATION - Summary of Company's Stock Option Activity (Details) - $ / shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Options
Outstanding at beginning of period (in shares)	8,344,752
Granted (in shares)	2,965,821
Exercised (in shares)	(1,713,054)
Forfeited (in shares)	(367,317)
Expired (in shares)	(67,042)
Outstanding at end of period (in shares)	9,163,160	8,344,752
Weighted Average Exercise Price
Outstanding at end of period (in dollars per share)	$ 5.13	$ 0.61
Granted (in dollars per share)	15.61
Exercised (in dollars per share)	0.31
Forfeited (in dollars per share)	10.58
Expired (in dollars per share)	0.36
Outstanding at beginning of period (in dollars per share)	$ 0.61
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract]
Options, exercisable (in shares)	6,241,942
Options, vested and expected to vest (in shares)	9,163,160
Weighted average exercise price, exercisable (in dollars per share)	$ 2.01
Weighted average exercise price, vested and expected to vest (in dollars per share)	$ 5.13
Weighted average remaining contractual term (years), outstanding	6 years 10 months 24 days	6 years 4 months 24 days
Weighted average remaining contractual term (years), exercisable	6 years
Weighted average remaining contractual term (years), vested and expected to vest	6 years 10 months 24 days

STOCK-BASED COMPENSATION - Valuation Assumptions (Details) - $ / shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Fair Value Assumptions
Expected dividend yield	0.00%
Stock options
Fair Value Assumptions
Expected volatility	40.90%	39.60%	28.40%
Expected term (years)	7 years 8 months 15 days	7 years 14 days	6 years 29 days
Expected dividend yield	0.00%	0.00%	0.00%
Risk-free interest rate	0.80%	0.40%	1.80%
Grant date fair value (in dollars per share)	$ 6.93	$ 0.57	$ 0.15

STOCK-BASED COMPENSATION - Summary of RSU and Performance-Vesting RSUs Activity (Details) - USD ($)	1 Months Ended	12 Months Ended
	Sep. 30, 2021	Dec. 31, 2021
Restricted stock units
Underlying Shares
Outstanding, beginning balance (in shares)		0
Granted (in shares)		11,584,681
Vested (in shares)		(193,933)
Forfeited (in shares)		(126,513)
Outstanding, ending balance (in shares)		11,264,235
Weighted-average Grant Date Fair Value
Outstanding, beginning balance (in dollars per share)		$ 0
Granted (in dollars per share)		14.65
Vested (in dollars per share)		15.65
Forfeited (in dollars per share)		16.00
Outstanding, ending balance (in dollars per share)		$ 14.62
Aggregate Fair Value
Aggregate fair value, beginning balance		$ 0
Granted		169,716,000
Vested		(3,036,000)
Forfeited		(2,024,000)
Aggregate fair value, ending balance		$ 164,656,000
Market-Based Performance-Vesting RSUs
Underlying Shares
Outstanding, beginning balance (in shares)		0
Granted (in shares)	3,335,300	3,335,300
Vested (in shares)		0
Forfeited (in shares)		0
Outstanding, ending balance (in shares)		3,335,300
Weighted-average Grant Date Fair Value
Outstanding, beginning balance (in dollars per share)		$ 0
Granted (in dollars per share)		12.82
Vested (in dollars per share)		0
Forfeited (in dollars per share)		0
Outstanding, ending balance (in dollars per share)		$ 12.82
Aggregate Fair Value
Aggregate fair value, beginning balance		$ 0
Granted		42,759,000
Vested		0
Forfeited		0
Aggregate fair value, ending balance		$ 42,759,000
Operations-Based Performance-Vesting RSUs
Underlying Shares
Outstanding, beginning balance (in shares)		0
Granted (in shares)	1,597,272	1,597,272
Vested (in shares)		0
Forfeited (in shares)		0
Outstanding, ending balance (in shares)		1,597,272
Weighted-average Grant Date Fair Value
Outstanding, beginning balance (in dollars per share)		$ 0
Granted (in dollars per share)		16.00
Vested (in dollars per share)		0
Forfeited (in dollars per share)		0
Outstanding, ending balance (in dollars per share)		$ 16.00
Aggregate Fair Value
Aggregate fair value, beginning balance		$ 0
Granted		25,556
Vested		0
Forfeited		0
Aggregate fair value, ending balance		$ 25,556

STOCK-BASED COMPENSATION - Weighted-Average Assumptions (Details)	12 Months Ended
	Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected dividend yield	0.00%
Market-Based Performance-Vesting RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected dividend yield	0.00%
Risk-free interest rate	1.27%
Expected volatility	65.00%
Cost of equity	15.00%

STOCK-BASED COMPENSATION - Company’s Option Activity Related to Common Stock Through Restricted Stock Purchase Agreements (Details)	12 Months Ended
	Dec. 31, 2021 shares
Options
Outstanding at beginning of period (in shares)	8,344,752
Outstanding at end of period (in shares)	9,163,160
Restricted Stock \| Nonrecourse Notes \| 2020 Restricted Stock Purchase Agreements
Options
Outstanding at beginning of period (in shares)	9,872,293
Forgiveness of Nonrecourse Notes on vested shares of common stock (in shares)	(9,872,293)
Outstanding at end of period (in shares)	0

STOCK-BASED COMPENSATION - Summary of Early Exercise of Stock Options (Details) - Share-Based Payment Arrangement, Option, Early Exercised	12 Months Ended
	Dec. 31, 2021 shares
Number of Shares
Unvested, beginning balance (in shares)	316,666
Vested (in shares)	(316,666)
Unvested, ending balance (in shares)	0

INCOME (LOSS) PER SHARE - Schedule of Net Income (Loss) Per Share, Basic and Diluted (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Numerator:
Net income (loss)	$ 86,418	$ (47,352)	$ (20,606)
Less: Income allocated to participating securities	53,310	0	0
Net income (loss) attributable to common stockholders – basic	33,108	(47,352)	(20,606)
Plus: Income allocated to non-participating securities	2,285	0	0
Net income (loss) attributable to common stockholders - diluted	$ 35,393	$ (47,352)	$ (20,606)
Denominator:
Basic weighted-average common shares outstanding (in shares)	52,815,449	16,315,730	15,760,246
Dilutive potential common stock issuable:
Diluted weighted-average shares outstanding (in shares)	59,635,384	16,315,730	15,760,246
Net income (loss) attributable to common stockholders per share
Basic (in dollars per share)	$ 0.63	$ (2.90)	$ (1.31)
Diluted (in dollars per share)	$ 0.59	$ (2.90)	$ (1.31)
Common Stock
Dilutive potential common stock issuable:
Stock warrants (in shares)	81,517	0	0
Preferred Stock
Dilutive potential common stock issuable:
Stock warrants (in shares)	37,074	0	0
Stock options
Dilutive potential common stock issuable:
Stock options (in shares)	6,631,061	0	0
Restricted stock units
Dilutive potential common stock issuable:
Stock options (in shares)	70,283	0	0

INCOME (LOSS) PER SHARE - Schedule of Antidilutive Securities Excluded from Computation of Net Income (Loss) Per Share (Details) - shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	13,281,421	102,215,402	65,851,965
Redeemable convertible preferred stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	0	83,526,065	54,527,458
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	2,724,654	8,344,752	8,244,751
Early exercised stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	0	316,666	0
Restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	5,624,195	0	0
Performance restricted stock units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	4,932,572	0	0
Common stock subject to restricted stock purchase agreements
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	0	9,872,293	2,924,130
Common stock warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	0	75,744	75,744
Redeemable convertible preferred stock warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	0	79,882	79,882

INCOME TAXES - Narrative (Details) - USD ($) $ in Thousands	1 Months Ended	12 Months Ended
INCOME TAXES - Narrative (Details) - USD ($) $ in Thousands	Apr. 30, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Tax Credit Carryforward [Line Items]
Income tax expense		27.50%	0.00%	0.00%
Valuation allowance increase (decrease)		$ (20,200)	$ 14,600
Federal income tax benefit		22,200
Tax credit carryforwards, research		942	3,791
Tax credit carryforwards		1,200
Unrecognized tax benefits		3,405	$ 1,045	$ 705	$ 489
Unrecognized tax benefits that would impact effective tax rate		3,200
Tax credit carryforward, annual amount	$ 4,000
U.S. State
Tax Credit Carryforward [Line Items]
Valuation allowance increase (decrease)		2,000
Operating loss carryforwards		60,600
Operating loss carryforwards, subject to expiration		60,600
Operating loss carryforwards, subjected to limitation related to utilization		29,800
Domestic Tax Authority
Tax Credit Carryforward [Line Items]
Operating loss carryforwards		9,700
Operating loss carryforwards, subject to expiration		5,600
Operating loss carryforwards, not subject to expiration		4,100
Tax credit carryforwards, research		$ 1,200
California Competes Tax Credit
Tax Credit Carryforward [Line Items]
Tax credit carryforward	$ 20,000
Tax credit carryforward term	5 years

INCOME TAXES - Components of Income Tax Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Current:
U.S. federal	$ 9,483	$ 0	$ 0
State	19,808	0	0
Deferred:
U.S. federal	3,468	0	0
State	0	0	0
Income tax expense	$ 32,759	$ 0	$ 0

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

INCOME TAXES - Effective Tax Rate Reconciliation (Details)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
U.S. federal statutory tax rate	21.00%	21.00%	21.00%
State and local income taxes, net of federal tax benefit	13.30%	7.60%	7.00%
Permanent differences	(0.40%)	(1.30%)	(0.90%)
Change in valuation allowance	(18.60%)	(30.80%)	(30.90%)
Tax credits	(0.90%)	3.30%	4.80%
Non-deductible convertible note adjustments	11.00%	0.00%	0.00%
Sec. 162(m) limitation	2.20%	0.00%	0.00%
Uncertain tax position reserves	1.20%	(0.70%)	(1.00%)
Stock-based compensation	(1.20%)	0.90%	0.00%
Other	(0.10%)	0.00%	0.00%
Income tax expense	27.50%	0.00%	0.00%

INCOME TAXES - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Deferred tax assets:
Net operating losses	$ 6,180	$ 29,217
Research and development credits	942	3,791
Operating lease liability	14,484	3,234
Share-based compensation	4,801	350
Accruals and reserves	5,740	3,189
Deferred revenue	24,976	0
State taxes	2,769	0
Gross deferred tax assets	59,892	39,781
Deferred tax liabilities:
Operating right-of-use asset	21,471	2,376
Depreciation and amortization	28,207	3,511
Gross deferred tax liabilities	49,678	5,887
Gross deferred tax assets/(liabilities)	10,214	33,894
Valuation allowance	(13,682)	(33,894)
Net deferred tax asset/(liabilities)	$ (3,468)	$ 0

INCOME TAXES - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Balance at January 1	$ 1,045	$ 705	$ 489
Decreases related to prior year tax positions, net	1,360	0	0
Increases related to current year tax positions	1,000	340	216
Balance at December 31	$ 3,405	$ 1,045	$ 705

COMMITMENTS AND CONTINGENCIES (Details)	1 Months Ended
COMMITMENTS AND CONTINGENCIES (Details)	Mar. 31, 2021 USD ($) installment	Dec. 31, 2021 USD ($) letter_of_credit	Nov. 30, 2021 USD ($)	Jul. 31, 2021 USD ($)	Feb. 05, 2021 USD ($)	Dec. 31, 2020 USD ($)
Debt Instrument [Line Items]
Number of LOC's in effect \| letter_of_credit		1
Restricted cash		$ 13,800,000	$ 800,000			$ 7,700,000
Consulting Services Litigation Case
Debt Instrument [Line Items]
Amount awarded to other party	$ 9,000,000
Number of payment installments \| installment	4
Installment payments period	18 months
Loss contingency accrual		4,500,000
Revolving Credit Facility \| Revolving Credit Agreement \| East West Bank \| Line of Credit
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity		130,000,000		$ 12,000,000.0	$ 130,000,000.0
Line of credit facility increase			$ 500,000
Revolving Credit Facility \| Revolving Credit Agreement \| Comerica Bank \| Line of Credit
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity		500,000
Revolving Credit Facility \| Revolving Credit Agreement, Remaining Letters Of Credit \| East West Bank \| Line of Credit
Debt Instrument [Line Items]
Line of credit facility, maximum borrowing capacity		$ 6,000,000