0001140361-22-007334 | 10-K | XBRL Viewer

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CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 35,785	$ 36,910
Marketable securities	435,519	0
Prepaid expenses and other current assets	5,868	948
Total current assets	477,172	37,858
Property and equipment, net	8,908	1,996
Goodwill	9,483	0
Other assets	690	0
Other assets - related party	0	738
Operating lease right-of-use assets	6,973	0
Total assets	503,226	40,592
Current Liabilities:
Accounts payable	3,393	1,329
Accrued expenses and other current liabilities	7,276	1,425
Short-term operating lease liabilities	859	0
Total current liabilities	11,528	2,754
Long-term liabilities:
Warrant liabilities	7,239	0
Notes payable	0	1,749
Other long-term liabilities	206	0
Operating lease liabilities	7,219	0
Total liabilities	26,192	4,503
Commitments and contingencies (Note 17)
Convertible preferred stock
Convertible preferred stock (Series A, B, C, D, and E) $0.0001 par value with an aggregate liquidation preference of $0 and $216 as of December 31, 2021 and December 31, 2020, respectively; 0 and 92,078,549 shares authorized as of December 31, 2021 and December 31, 2020, respectively; 0 and 90,789,268 shares issued and outstanding as of December 31, 2021 and December 31, 2020, respectively	0	195,814
Stockholders' equity (deficit)
Additional paid-in capital	744,252	12,517
Accumulated deficit	(267,232)	(172,243)
Total stockholders' equity (deficit)	477,034	(159,725)
Total liabilities, convertible preferred stock and stockholders' equity (deficit)	503,226	40,592
Class A Common Stock [Member]
Stockholders' equity (deficit)
Common Stock	12	1
Class B Common Stock [Member]
Stockholders' equity (deficit)
Common Stock	$ 2	$ 0

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Convertible preferred stock
Convertible preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Convertible preferred stock, aggregate liquidation preference	$ 0	$ 216
Convertible preferred stock, shares authorized (in shares)	0	92,078,549
Convertible preferred stock, shares issued (in shares)	0	90,789,268
Convertible preferred stock, shares outstanding (in shares)	0	90,789,268
Class A Common Stock [Member]
Stockholders' equity (deficit)
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	600,000,000	90,000,000
Common stock, shares issued (in shares)	118,025,410	5,378,287
Common stock, shares outstanding (in shares)	118,025,410	5,378,287
Class B Common Stock [Member]
Stockholders' equity (deficit)
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	27,000,000	0
Common stock, shares issued (in shares)	19,937,500	0
Common stock, shares outstanding (in shares)	19,937,500	0

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Operating expenses:
Research and development	$ 46,575	$ 27,555	$ 28,102
General and administrative	46,377	7,984	7,884
Sales and marketing	3,956	1,152	634
Total operating expenses	96,908	36,691	36,620
Loss from operations	(96,908)	(36,691)	(36,620)
Interest expense	(5)	(9)	0
Dividend income	2,549	97	823
Change in fair value of warrant liabilities	4,379	0	0
Other (expense) income, net	(5,004)	(10)	5
Loss before provision for income taxes	(94,989)	(36,613)	(35,792)
Provision for income taxes	0	0	0
Net loss	(94,989)	(36,613)	(35,792)
Comprehensive loss	$ (94,989)	$ (36,613)	$ (35,792)
Net loss per common share attributable to common stockholders, basic (in dollars per share)	$ (1.19)	$ (6.84)	$ (6.95)
Net loss per common share attributable to common stockholders, diluted (in dollars per share)	$ (1.19)	$ (6.84)	$ (6.95)
Weighted-average shares used to compute net loss per share attributable to common stockholders, basic (in shares)	79,578,540	5,355,463	5,146,977
Weighted-average shares used to compute net loss per share attributable to common stockholders, diluted (in shares)	79,578,540	5,355,463	5,146,977

CONSOLIDATED STATEMENTS OF CHANGES IN CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands	Common Stock [Member] Class A Common Stock [Member]	Common Stock [Member] Class B Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]	Total
Balance at Dec. 31, 2018					$ 142,429
Balance (in shares) at Dec. 31, 2018					80,810,340
Increase (Decrease) in Temporary Equity [Roll Forward]
Issuance of Series E convertible preferred stock, net of issuance costs					$ 18,126
Issuance of Series E convertible preferred stock, net of issuance costs (in shares)					3,391,230
Balance at Dec. 31, 2019					$ 160,555
Balance (in shares) at Dec. 31, 2019					84,201,570
Balance at Dec. 31, 2018	$ 1	$ 0	$ 7,699	$ (99,838)	$ (92,138)
Balance (in shares) at Dec. 31, 2018	5,047,283	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	$ 0	$ 0	0	(35,792)	(35,792)
Issuance of series E convertible preferred stock, net of issuance costs	$ 0	$ 0	0	0	0
Issuance of series E convertible preferred stock, net of issuance costs (in shares)	0	0
Common stock issued upon exercise of stock options	$ 0	$ 0	116	0	116
Common stock issued upon exercise of stock options (in shares)	216,120	0
Stock-based compensation expense	$ 0	$ 0	2,715	0	2,715
Balance at Dec. 31, 2019	$ 1	$ 0	10,530	(135,630)	(125,099)
Balance (in shares) at Dec. 31, 2019	5,263,403	0
Increase (Decrease) in Temporary Equity [Roll Forward]
Issuance of Series E convertible preferred stock, net of issuance costs					$ 35,259
Issuance of Series E convertible preferred stock, net of issuance costs (in shares)					6,587,698
Balance at Dec. 31, 2020					$ 195,814
Balance (in shares) at Dec. 31, 2020					90,789,268
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss		$ 0	0	(36,613)	$ (36,613)
Issuance of series E convertible preferred stock, net of issuance costs	$ 0	$ 0	0	0	0
Issuance of series E convertible preferred stock, net of issuance costs (in shares)	0	0
Common stock issued upon exercise of stock options	$ 0	$ 0	63	0	63
Common stock issued upon exercise of stock options (in shares)	114,884	0
Stock-based compensation expense	$ 0	$ 0	1,924	0	1,924
Balance at Dec. 31, 2020	$ 1	$ 0	12,517	(172,243)	(159,725)
Balance (in shares) at Dec. 31, 2020	5,378,287	0
Increase (Decrease) in Temporary Equity [Roll Forward]
Issuance of Series E convertible preferred stock, net of issuance costs					$ (4)
Issuance of Series E convertible preferred stock, net of issuance costs (in shares)					0
Conversion of the convertible preferred stock into Class A and B common stock					$ (195,810)
Conversion of the convertible preferred stock into Class A and B common stock (in shares)					(90,789,268)
Balance at Dec. 31, 2021					$ 0
Balance (in shares) at Dec. 31, 2021					0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	$ 0	$ 0	0	(94,989)	$ (94,989)
Issuance of series E convertible preferred stock, net of issuance costs	$ 0	$ 0	0	0	0
Issuance of series E convertible preferred stock, net of issuance costs (in shares)	0	0
Common stock issued upon exercise of stock options and vesting of restricted stock units	$ 0	$ 0	5,618	0	5,618
Common stock issued upon exercise of stock options and vesting of restricted stock units (in shares)	2,935,595	0
Conversion of the convertible preferred stock into common stock	$ 5	$ 2	195,803	0	195,810
Conversion of the convertible preferred stock into common stock (in shares)	52,466,941	19,937,500
Net equity infusion from the Business Combination	$ 6	$ 0	501,164	0	501,170
Net equity infusion from the Business Combination (in shares)	56,708,872	0
Majelac Technologies LLC Acquisition	$ 0	$ 0	4,232	0	4,232
Majelac Technologies LLC Acquisition (in shares)	535,715	0
Stock-based compensation expense	$ 0	$ 0	24,918	0	24,918
Balance at Dec. 31, 2021	$ 12	$ 2	$ 744,252	$ (267,232)	$ 477,034
Balance (in shares) at Dec. 31, 2021	118,025,410	19,937,500

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Cash flows from operating activities:
Net loss	$ (94,989)	$ (36,613)	$ (35,792)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	1,041	894	780
Unrealized losses of marketable securities	5,023	0	0
Loss on disposal of fixed assets	70	2	1
Change in fair value of warrant liabilities	(4,379)	0	0
Change in fair value of contingent consideration	36	0	0
Stock-based compensation expense	24,918	1,924	2,715
Write-off of intellectual property	0	0	500
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	(4,893)	(12)	825
Other assets	(690)	0	0
Other assets - related party	738	256	(41)
Operating lease right-of-use assets	(6,973)	0	0
Accounts payable	709	536	(270)
Accrued expenses and other current liabilities	4,498	440	574
Short-term operating lease liabilities	859	0	0
Operating lease liabilities	7,219	0	0
Net cash used in operating activities	(66,813)	(32,573)	(30,708)
Cash flows from investing activities:
Purchases of property and equipment	(5,763)	(461)	(1,241)
Purchases of marketable securities	(440,542)	0	0
Business acquisition	(4,632)	0	0
Net cash used in investing activities	(450,937)	(461)	(1,241)
Cash flows from financing activities:
Proceeds from exercise of stock options	5,618	63	116
Proceeds from issuance of Series E convertible preferred stock	0	35,311	18,177
Net proceeds from equity infusion from the Business Combination	512,788	0	0
Proceeds from issuance of notes payable	0	1,749	0
Payment of notes payable	(1,749)	0	0
Stock issuance costs for Series E convertible preferred stock	(4)	(52)	(51)
Principal payments under finance lease obligations	(28)	(57)	(25)
Net cash provided by financing activities	516,625	37,014	18,217
Net (decrease) increase in cash and cash equivalents	(1,125)	3,980	(13,732)
Cash and cash equivalents at beginning of period	36,910	32,930	46,662
Cash and cash equivalents at end of period	35,785	36,910	32,930
Supplemental disclosure of cash flow information:
Cash received from exchange of research and development tax credits	173	0	352
Supplemental disclosure of noncash information:
Noncash acquisition of property and equipment	1,385	30	260
Forgiveness of related party promissory notes	150	20	50
Noncash equity issuance - business acquisition	4,232	0	0
Noncash equity related warrants from the Business Combination	11,618	0	0
Conversion of the convertible preferred stock into Class A and Class B common stock	195,810	0	0
Noncash contingent consideration and holdbacks - business acquisition	$ 1,552	$ 0	$ 0

ORGANIZATION AND DESCRIPTION OF BUSINESS	12 Months Ended
ORGANIZATION AND DESCRIPTION OF BUSINESS	Dec. 31, 2021
ORGANIZATION AND DESCRIPTION OF BUSINESS [Abstract]
ORGANIZATION AND DESCRIPTION OF BUSINESS	1. ORGANIZATION AND DESCRIPTION OF BUSINESS Quantum-Si Incorporated (“we”, “us”, “our”, the “Company” and “Quantum-Si”), formerly known as HighCape Capital Acquisition Corp. (“HighCape”), was incorporated as a Delaware corporation on June 10, 2020. The Company’s legal name became Quantum-Si Incorporated in connection with the closing of the Business Combination on June 10, 2021 (the “Closing”), as defined and described in Note 3 “Business Combination”. In connection with the Closing, Quantum-Si Incorporated, a Delaware corporation (“Legacy Quantum-Si”), merged with and into a wholly-owned subsidiary of HighCape, became a wholly-owned subsidiary of the Company, and changed its name to Q-SI Operations Inc. The prior period financial information represents the financial results and condition of Legacy Quantum-Si. The Company is an innovative life sciences company with the mission of transforming single molecule analysis and democratizing its use by providing researchers and clinicians access to the proteome, the set of proteins expressed within a cell. The Company has developed a proprietary universal single molecule detection platform that the Company is first applying to proteomics to enable Next Generation Protein Sequencing (“NGPS”), the ability to sequence proteins in a massively parallel fashion (rather than sequentially, one at a time), and can be used for the study of nucleic acids. The Company’s platform is comprised of the Carbon™ automated sample preparation instrument, the Platinum™ NGPS instrument, the Quantum-Si Cloud™ software service, and reagent kits and chips for use with its instruments. Although the Company has incurred recurring losses in each year since inception, the Company expects its cash and cash equivalents, and marketable securities will be able to fund its operations for at least the next twelve months.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2021

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the Company and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”). All intercompany transactions are eliminated.

COVID-19 Outbreak

The outbreak of the novel coronavirus (“COVID-19”), which was declared a pandemic by the World Health Organization on March 11, 2020 and declared a National Emergency by the President of the United States on March 13, 2020, has led to adverse impacts on the U.S. and global economies and created uncertainty regarding potential impacts on the Company’s operating results, financial condition and cash flows. The COVID-19 pandemic had, and is expected to continue to have, an adverse impact on the Company’s operations, particularly as a result of preventive and precautionary measures that the Company, other businesses, and governments are taking. Governmental mandates related to COVID-19 or other infectious diseases, or public health crises, have impacted, and the Company expects them to continue to impact, its personnel and personnel at third-party manufacturing facilities in the United States and other countries, and the availability or cost of materials, which would disrupt or delay the Company’s receipt of instruments, components and supplies from the third parties the Company relies on to, among other things, produce its products currently under development. The COVID-19 pandemic has also had an adverse effect on the Company’s ability to attract, recruit, interview and hire at the pace the Company would typically expect to support its rapidly expanding operations. To the extent that any governmental authority imposes additional regulatory requirements or changes existing laws, regulations, and policies that apply to the Company’s business and operations, such as additional workplace safety measures, the Company’s product development plans may be delayed, and the Company may incur further costs in bringing its business and operations into compliance with changing or new laws, regulations, and policies. The full extent to which the COVID-19 pandemic will directly or indirectly impact the Company’s business, results of operations and financial condition, including expenses and research and development costs, will depend on future developments that are highly uncertain, including as a result of new information that may emerge concerning COVID-19 and the actions taken to contain or treat COVID-19, as well as the economic impacts.

The estimates of the impact on the Company’s business may change based on new information that may emerge concerning COVID-19 and the actions to contain it or address its impact and the economic impact on local, regional, national and international markets. While the Company is unable to predict the full impact that the COVID-19 pandemic will have on the Company’s future results of operations, liquidity and financial condition due to numerous uncertainties, including the duration of the pandemic, and the actions that may be taken by government authorities across the United States, it is not expected to result in any significant changes in costs going forward.

The Company has not incurred any significant impairment losses in the carrying values of the Company’s assets as a result of the COVID-19 pandemic and is not aware of any specific related event or circumstance that would require the Company to revise its estimates reflected in its consolidated financial statements.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash and cash equivalents and marketable securities. At December 31, 2021 and 2020, substantially all of the Company’s cash and cash equivalents and marketable securities were invested in mutual funds at one financial institution. The Company also maintains balances in various operating accounts above federally insured limits. The Company has not experienced any losses on such accounts and does not believe it is exposed to any significant credit risk on cash and cash equivalents and marketable securities.

Reclassifications

Certain prior year amounts have been reclassified for consistency with the current year presentation.

Use of Estimates

The preparation of the consolidated financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions about future events that affect the amounts reported in its consolidated financial statements and accompanying notes. Future events and their effects cannot be determined with certainty. On an ongoing basis, management evaluates these estimates and assumptions. Significant estimates and assumptions included:

•

valuation allowances with respect to deferred tax assets;

•

valuation for acquisitions;

•

assumptions used for leases;

•

valuation of warrant liabilities; and

•

assumptions underlying the fair value used in the calculation of the stock-based compensation.

The Company bases these estimates on historical and anticipated results and trends and on various other assumptions that the Company believes are reasonable under the circumstances, including assumptions as to future events. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates, and any such differences may be material to the Company’s consolidated financial statements.

Cash and Cash Equivalents

All highly liquid investments purchased with a maturity of three months or less are cash equivalents. At December 31, 2021 and 2020, cash and cash equivalents consist principally of cash and short-term money market accounts.

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets include amounts paid in advance for operating expenses as well as monies to be received from the State of Connecticut for research and development tax credits. These research and development tax credits are exchanged for a cash refund and are typically collected within one year from the date the tax return is filed with the state. The credits are recognized as an offset to research and development expenses in the consolidated statements of operations and comprehensive loss in the annual period the corresponding expenses were incurred.

Investments in Marketable Securities

The Company’s investments in marketable securities are ownership interests in fixed income mutual funds. The securities are stated at fair value, as determined by quoted market prices. As the securities have readily determinable fair value, unrealized gains and losses are reported as other (expense), net on the consolidated statements of operations and comprehensive loss. Subsequent gains or losses realized upon redemption or sale of these securities are also recorded as other (expense) income, net on the consolidated statements of operations and comprehensive loss. The Company considers all of its investments in marketable securities as available for use in current operations and therefore classifies these securities within current assets on the consolidated balance sheets. For the year ended December 31, 2021, the Company recorded $5,023 of unrealized losses that relate to securities still held as of December 31, 2021.

Property and Equipment, net

Property and equipment are stated at cost less accumulated depreciation. Depreciation expense is computed using the straight-line method over the estimated useful lives of the related assets. Leasehold improvements are amortized over the shorter of the asset’s useful life or the life of the lease term.

Useful lives of property and equipment are as follows:

Property and equipment		Estimated useful life
Laboratory and production equipment		5 years
Computer equipment		3-5 years
Software		3 years
Furniture and fixtures		7 years

Expenditures for major renewals and improvements are capitalized. Expenditures for repairs and maintenance are expensed as incurred. Costs for property and equipment not yet placed into service have been recorded as construction in process, and will be depreciated in accordance with the above guidelines once placed into service. When assets are retired or otherwise disposed of, the cost of these assets and related accumulated depreciation is eliminated from the balance sheet, and any resulting gains or losses are included in the consolidated statements of operations and comprehensive loss in the period of disposal.

Leases

As of January 1, 2021, the Company determines if an arrangement is a lease at inception and records right-of-use (“ROU”) assets and lease liabilities on the consolidated balance sheets at lease commencement. Effective December 31, 2021, the Company lost its emerging growth company status which accelerated the adoption of Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842). On January 1, 2021, the Company adopted ASU 2016-02. The capital lease became a finance lease by establishing the ROU asset and liability which was not material to the consolidated balance sheets as of January 1, 2021. Prior periods presented in the Company’s consolidated financial statements continue to be presented in accordance with the former lease standard, Topic 840, Leases (“ASC 840”).

The Company’s leases generally do not have a readily determinable implicit discount rate, as such the Company uses an incremental borrowing rate based on the information available at the lease commencement date in determining the present value of the lease payments. The Company’s incremental borrowing rate is the estimated rate that would be required to pay for a collateralized borrowing equal to the total lease payment over the lease term. The Company measures ROU assets based on the corresponding lease liability adjusted for (i) payments made to the lessor at or before the commencement date, (ii) initial direct costs incurred and (iii) tenant incentives under the lease. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that it will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term for operating leases. Finance leases will result in a front-loaded expense pattern. With respect to finance leases, amortization of the ROU asset is presented separately from interest expense related to the finance lease liability. In addition, the Company does not have significant residual value guarantees or restrictive covenants in the lease portfolio.

For the years ended December 31, 2020 and 2019, leases are evaluated and classified as operating leases or capital leases for financial reporting purposes. Leases that meet one or more of the capital lease criteria under this guidance are recorded as capital leases. All other leases are recorded as operating leases. The Company records each capital lease as an asset and an obligation at an amount that is equal to the present value of the minimum lease payments over the lease term. The Company’s operating leases are short term in nature as they have month to month rental terms. The Company expenses monthly rental payments as incurred in general and administrative and in research and development in the consolidated statements of operations and comprehensive loss. The Company’s lease agreements contain variable lease costs for common area maintenance, utilities, taxes and insurance, which are expensed as incurred. The Company had a capital lease which has been recorded on the consolidated balance sheets as of December 31, 2020 and became a finance lease as of the transition date of January 1, 2021. The capital lease became a finance lease by establishing the ROU asset and liability which was not material to the consolidated balance sheets. There were no finance leases as of December 31, 2021.

As a result of our adoption of the new lease standard, the Company has implemented new accounting policies and processes which changed the Company’s internal controls over financial reporting for lease accounting.

See the “Accounting Pronouncements Adopted” section in this Note for further detail.

Goodwill

Goodwill, which represents the excess of purchase price over the fair value of net assets acquired, is carried at cost. Goodwill is not amortized; rather, it is subject to a periodic assessment for impairment by applying a fair value-based test. Beginning in 2022, the Company will review goodwill for possible impairment annually during the fourth quarter as of October 1, or whenever events or circumstances indicate that the carrying amount may not be recoverable.

In order to test goodwill for impairment, an entity is permitted to first assess qualitative factors to determine whether a quantitative assessment of goodwill is necessary. The qualitative factors considered by the Company may include, but are not limited to, general economic conditions, the Company’s outlook, market performance of the Company’s industry and recent and forecasted financial performance. Further testing is only required if the entity determines, based on the qualitative assessment, that it is more likely than not that a reporting unit’s fair value is less than its carrying amount. Otherwise, no further impairment testing is required. If a quantitative assessment is required, the Company determines the fair value of its reporting unit using a combination of the income and market approaches. If the net book value of the reporting unit exceeds its fair value, the Company recognizes a goodwill impairment charge for the reporting unit equal to the lesser of (i) the total goodwill allocated to that reporting unit and (ii) the amount by which that reporting unit’s carrying amount exceeds its fair value. Assumptions and estimates used in the evaluation of impairment may affect the carrying value of long-lived assets, which could result in impairment charges in future periods. Such assumptions include projections of future cash flows and the current fair value of the asset.

Impairment of Long-Lived Assets

The Company reviews its long-lived assets for impairment at least annually or when the Company determines a triggering event has occurred. When a triggering event has occurred, each impairment test is based on a comparison of the future expected undiscounted cash flow to the recorded value of the asset. If the recorded value of the asset is less than the undiscounted cash flow, the asset is written down to its estimated fair value. No impairments were recorded for the years ended December 31, 2021, 2020 and 2019.

Capitalized Software Development Costs

The Company has considered costs of software to be sold, leased, or marketed. For the years ended December 31, 2021, 2020 and 2019, the Company had not yet achieved technical feasibility and therefore, all costs were expensed in research and development. With respect to costs of software developed for internal use, the Company determined that all costs for the years ended December 31, 2021, 2020 and 2019 were in the preliminary project stage and not eligible for capitalization and therefore expensed as incurred in research and development.

Research and Development

Research and development expenses primarily consist of personnel costs and benefits, stock-based compensation, lab supplies, consulting and professional fees, fabrication services, rent expense, software and other outsourced expenses. All of our research and development expenses are related to developing new products and services. Consulting expenses are related to general development activities, while fabrication services include certain third-party engineering costs. Research and development expenses are expensed as incurred.

General and Administrative

General and administrative expenses primarily consist of personnel costs and benefits, stock-based compensation, patent and filing fees, facilities costs, depreciation expense, office expenses and outside services. Outside services consist of professional services, legal and other professional fees.

Sales and Marketing

Sales and marketing expenses primarily consist of personnel costs and benefits, stock-based compensation as well as consulting, product advertising and marketing. Advertising costs are expensed as incurred. For the years ended December 31, 2021, 2020 and 2019, advertising expenses were $0, $87 and $15, respectively.

Net Loss per Share

Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock of the Company outstanding during the period, without consideration of potentially dilutive securities.

Diluted net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted average number of common shares plus the common equivalent shares of the period, including any dilutive effect from such shares. The Company’s diluted net loss per share is the same as basic net loss per share for all periods presented, since the effect of potentially dilutive securities is anti-dilutive. Refer to Note 13, “Net Loss Per Share” for further discussion.

Convertible Preferred Stock

The Company applied the guidance in ASC Topic 480-10-S99-3A, SEC Staff Announcement: Classification and Measurement of Redeemable Securities, and had therefore classified the Series A, Series B, Series C, Series D, and Series E Convertible Preferred Stock (“Convertible Preferred Stock”) (see Note 10) as mezzanine equity. The Convertible Preferred Stock was recorded outside of stockholders’ equity (deficit) because the Convertible Preferred Stock included a redemption provision upon a change of control, which was deemed a liquidation event that was considered outside the Company’s control. The Convertible Preferred Stock was recorded at their original issue price, net of issuance costs. The Company did not adjust the carrying values of the Convertible Preferred Stock to the liquidation price associated with a change of control because a change of control of the Company was not considered probable as of December 31, 2020. Subsequent adjustments to increase or decrease the carrying values to their respective liquidation prices were made when the change of control occurred in June 2021 (see Note 10).

Stock-Based Compensation

For 2021, the Company accounts for stock-based compensation to employees, non-employee directors and non-employees granted share-based payments for services in accordance with ASU 2018-07, Compensation — Stock Compensation (Topic 718). After the Business Combination, the Company estimates the fair value of stock option awards using the Black-Scholes option pricing model on the date of the grant. Restricted stock unit awards (“RSUs”) are based on the closing price of the Company’s common stock on the date of the grant. The fair value of time-based stock options is recognized and amortized on a straight-line basis over the requisite service period of the award. Stock options granted to employees generally fully vest over four years and have a term of ten years. The fair value of RSUs and awards with market conditions is expensed on a straight-line or graded accelerated basis over the requisite service period of the award. The Company accounts for all forfeitures when they occur.

Prior to adoption of ASU 2018-07 on January 1, 2020, stock options granted to nonemployees were accounted for based on their fair value on the measurement date. Stock options granted to nonemployees are subject to periodic revaluation over their vesting terms. As a result, the charge to statements of operations and comprehensive loss for nonemployee options with vesting requirements is affected in each reporting period by a change in the fair value of the option calculated under the Black-Scholes option pricing model.

The Company recognizes stock-based compensation expense for stock option grants with only service conditions on a straight-line basis over the requisite service period of the individual grants, which is generally the vesting period, based on the estimated grant date fair values. The Company recognizes stock-based compensation expense for stock option grants subject to non-financing event performance conditions on an accelerated basis as though each separately vesting portion of the award was, in substance, a separate award. On January 1, 2020, the Company adopted ASU 2018-07. ASU 2018-07 aligns the accounting for share-based payment awards issued to employees and nonemployees. Under this new guidance, the existing employee guidance will now apply to nonemployee share-based transactions. This guidance was applied to all new awards granted after the date of adoption, and adoption did not have a material impact on our consolidated financial statements or related disclosures. For nonemployee awards that had been issued prior to adoption of ASU 2018-07 and remained outstanding subsequent to adoption, the Company utilized the adoption date fair value of the nonemployee awards as a substitute for grant date fair value for future compensation expense recognition as permitted under the transition guidance. The Company recognizes the effect of forfeiture in compensation costs based on actual forfeitures when they occur.

The fair value of the shares of common stock underlying stock options has historically been determined by the Board of Directors (the “Board”), with input from management and contemporaneous third-party valuations, as there was no public market for the common stock. Given the absence of a public trading market for the Company’s common stock, and in accordance with the American Institute of Certified Public Accountants Practice Aid, Valuation of Privately Held Company Equity Securities Issued as Compensation, the Board exercised reasonable judgment and considered numerous objective and subjective factors to determine the best estimate of the fair value of the Company’s common stock at each option grant date.

In valuing the Company’s common stock for 2020 and 2019, the Board determined the value using the market approach-subject company transaction method. Under this method, the Company “solved for” the total equity value which allocates a probability-weighted present value to the Series E convertible preferred stockholders consistent with the investment amount of the financing round that was known at the respective valuation date.

Application of this approach involves the use of estimates, judgment and assumptions that are highly complex and subjective, such as market multiples, the selection of comparable companies and the probability of possible future events. Changes in any or all these estimates and assumptions or the relationships among those assumptions could have a material impact on the valuation of the Company’s common stock as of each valuation date.

Income Taxes

The Company utilizes the asset and liability method of accounting for income taxes, as set forth in ASC Topic 740, Income Taxes. Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of assets and liabilities using the enacted statutory tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. A valuation allowance is established against net deferred tax assets if, based on the weight of available evidence, it is more likely than not that some or all of the net deferred tax assets will not be realized.

The Company accounts for uncertainty in income taxes recognized in the financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more-likely-than-not to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate as well as the related net interest and penalties. As of December 31, 2021 and 2020, the Company had no uncertain tax positions.

Warrant Liabilities

The Company’s outstanding warrants include publicly-traded warrants (the “Public Warrants”) which were issued as one-third of one redeemable warrant per unit issued during HighCape’s initial public offering on September 9, 2020, and warrants sold in a private placement (the “Private Warrants”) to HighCape’s sponsor, HighCape Capital Acquisition LLC (the “Sponsor”). The Company evaluated its warrants under Accounting Standards Codification (“ASC”) 815-40, Derivatives and Hedging-Contracts in Entity’s Own Equity (“ASC 815-40”), and concluded that they do not meet the criteria to be classified in stockholders’ equity. Since the Public Warrants and Private Warrants meet the definition of a derivative under ASC 815-40, the Company recorded these warrants as long-term liabilities on the balance sheet at fair value upon the Closing of the Business Combination, with subsequent changes in their respective fair values recognized in the consolidated statements of operations and comprehensive loss at each reporting date.

Subsequent Events

The Company has evaluated subsequent events through March 1, 2022.

Recently Issued Accounting Pronouncements

Accounting pronouncements adopted

In June 2018, the Financial Accounting Standards Board (“FASB”) issued ASU 2018-07, Compensation — Stock Compensation (Topic 718). The amendments in this update expand the scope of Topic 718 (“ASC 718”) to include share-based payments to nonemployees. An entity is required to apply the requirements of ASC 718 to nonemployee awards except for specific guidance related to option pricing models and the attribution of cost. The Company adopted such guidance on January 1, 2020 and there was no material effect of adoption on the consolidated financial statements.

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which amends the existing accounting standards for revenue recognition. The FASB has issued several updates to the standard which: (i) clarify the application of the principal versus agent guidance, (ii) clarify the guidance relating to performance obligations and licensing, (iii) clarify the assessment of the collectability criterion, presentation of sales taxes, measurement date for non-cash consideration and completed contracts and (iv) clarify the narrow aspects of Topic 606 or correct unintended application of the guidance (collectively, “ASC 606”). ASC 606 is based on principles that govern the recognition of revenue at an amount to which an entity expects to be entitled when products and/or services are transferred to customers. The new revenue standard may be applied via the full retrospective method to each prior period presented or via the modified retrospective method with the cumulative effect recognized as of the date of adoption. The Company adopted ASU 2014-09 as of January 1, 2019. The Company has had no revenue and the adoption of this pronouncement had no impact on the Company’s consolidated financial statements. The Company will review this pronouncement again in the future when they start to generate revenue.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which outlines a comprehensive lease accounting model and supersedes the current lease guidance. The new guidance requires lessees to recognize almost all their leases on the balance sheet by recording a lease liability and corresponding right-of-use assets. It also changes the definition of a lease and expands the disclosure requirements of lease arrangements. As per the latest ASU 2020-05, Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842): Effective Dates for Certain Entities, issued by the FASB, entities that have not yet issued or made available for issuance the financial statements as of June 3, 2020 can defer the new guidance for one year. For public entities, this guidance is effective for annual reporting periods beginning January 1, 2019, including interim periods within that annual reporting period. Effective December 31, 2021, the Company lost its emerging growth company status which accelerated the adoption of Topic 842. On January 1, 2021, the Company adopted ASU 2016-02 using the modified retrospective transition method which includes the ability to recognize the cumulative effect of the adoption being recorded as an adjustment to retained earnings on January 1, 2021. The Company elected to apply the package of practical expedients that allows entities to forgo reassessing at the transition date: (1) whether any expired or existing contracts are or contain leases; (2) lease classification for any expired or existing leases; and (3) whether unamortized initial direct costs for existing leases meet the definition of initial direct costs under the new guidance. The Company did not elect the hindsight practical expedient. The Company also elected to use the practical expedient that allows the combination of lease and non-lease contract components in all of its underlying asset categories. The Company also elected a policy of not recording leases on its consolidated balance sheets when the leases have a term of 12 months or less and the Company is not reasonably certain to elect an option to renew the leased asset. Due to the adoption of this guidance, the Company reclassed its capital leases to a finance lease classification. The Company did not have any operating leases at the time of adoption. The Company had a capital lease which has been recorded on the consolidated balance sheets as of December 31, 2020 and became a finance lease as of the transition date of January 1, 2021. The capital lease became a finance lease by establishing the ROU asset and liability which was not material to the consolidated balance sheets. The Company did not have any impact to opening retained earnings as a result of the adoption of the guidance. The adoption of this new guidance did not have a material impact on the Company’s results of operations and comprehensive loss, cash flows and liquidity. See the “Leases” section in this Note for further detail.

In June 2016 the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The FASB subsequently issued amendments to ASU 2016-13, which have the same effective date and transition date of January 1, 2020. These standards require that credit losses be reported using an expected losses model rather than the incurred losses model that is currently used, and establishes additional disclosures related to credit risks. For available-for-sale debt securities with unrealized losses, these standards now require allowances to be recorded instead of reducing the amortized cost of the investment. These standards limit the amount of credit losses to be recognized for available-for-sale debt securities to the amount by which carrying value exceeds fair value and requires the reversal of previously recognized credit losses if fair value increases. For the Company, this guidance is effective December 31, 2021. The Company adopted the guidance on January 1, 2021. The Company evaluated the impact of the pronouncement, and it did not have a material impact on its consolidated financial statements. The Company will review this pronouncement again in the future when they start to generate more significant receivables.

In August 2018, the FASB issued ASU 2018-15, Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that Is a Service Contract, which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). For public entities, this guidance is effective for fiscal years beginning January 1, 2020 and interim periods within those fiscal years. For the Company, this guidance is effective December 31, 2021. The Company adopted the guidance on January 1, 2021. The Company evaluated the impact of the pronouncement, and it did not have a material impact on its consolidated financial statements.

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. ASU 2019-12 is intended to simplify various aspects related to accounting for income taxes. For public entities, this guidance is effective for annual reporting periods beginning January 1, 2021, including interim periods within that annual reporting period. For the Company, this guidance is effective December 31, 2021. The Company adopted the guidance on January 1, 2021. The Company evaluated the impact of the pronouncement, and it did not have a material impact on its consolidated financial statements.

BUSINESS COMBINATION

12 Months Ended

Dec. 31, 2021

HighCape [Member]

BUSINESS COMBINATION [Abstract]

BUSINESS COMBINATION

3. BUSINESS COMBINATION

On June 10, 2021, Quantum-Si Incorporated, a Delaware corporation (“Legacy Quantum-Si”), consummated the previously announced business combination (the “Business Combination”) with HighCape in which Legacy Quantum-Si merged with a wholly-owned subsidiary of HighCape (the “Merger”) and survived the Business Combination as a wholly-owned subsidiary of the Company. In connection with the Business Combination, the Company changed its name to Quantum-Si Incorporated and Legacy Quantum-Si changed its name to Q-SI Operations Inc.

The Business Combination is accounted for as a reverse recapitalization in accordance with U.S. GAAP primarily due to the fact that Legacy Quantum-Si stockholders continued to control the Company following the Closing of the Business Combination. Under this method of accounting, HighCape is treated as the “acquired” company for accounting purposes and the Business Combination is treated as the equivalent of Legacy Quantum-Si issuing stock for the net assets of HighCape, accompanied by a recapitalization. The net assets of HighCape are stated at historical cost, with no goodwill or other intangible assets recorded. Reported shares and earnings per share available to holders of the Company’s capital stock and equity awards prior to the Business Combination have been retroactively restated reflecting the exchange ratio of 0.7975 (the “Exchange Ratio”) established pursuant to the Business Combination Agreement dated as of February 18, 2021 (the “Business Combination Agreement”).

Pursuant to the Business Combination Agreement, at the effective time of the Merger (the “Effective Time”):

•

each share of Legacy Quantum-Si capital stock (other than shares of Legacy Quantum-Si Series A preferred stock) that was issued and outstanding as of immediately prior to the Effective Time was automatically cancelled and extinguished and converted into the right to receive a number of shares of the Company’s Class A common stock equal to the Exchange Ratio, rounded down to the nearest whole number of shares;

•

each share of Legacy Quantum-Si Series A preferred stock that was issued and outstanding as of immediately prior to the Effective Time was automatically cancelled and extinguished and converted into the right to receive a number of shares of the Company’s Class B common stock equal to the Exchange Ratio, rounded down to the nearest whole number of shares;

•

each option to purchase shares of Legacy Quantum-Si common stock, whether vested or unvested, that was outstanding and unexercised as of immediately prior to the Effective Time was assumed by the Company and became an option (vested or unvested, as applicable) to purchase a number of shares of the Company’s Class A common stock equal to the number of shares of Legacy Quantum-Si common stock subject to such option immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares, at an exercise price per share equal to the exercise price per share of such option immediately prior to the Effective Time divided by the Exchange Ratio, rounded up to the nearest whole cent; and

•

each Legacy Quantum-Si restricted stock unit outstanding immediately prior to the Effective Time was assumed by the Company and became a restricted stock unit with respect to a number of shares of the Company’s Class A common stock equal to the number of shares of Legacy Quantum-Si common stock subject to such Legacy Quantum-Si restricted stock unit immediately prior to the Effective Time multiplied by the Exchange Ratio, rounded down to the nearest whole share.

The Exchange Ratio was calculated based on the quotient resulting by dividing (i) the quotient of (x) $810,000 plus the excess of Legacy Quantum-Si cash over Legacy Quantum-Si debt as of immediately prior to the Effective Time plus the excess of certain HighCape expenses in connection with the Business Combination over $8,025 divided by (y) the number of issued and outstanding shares of Legacy Quantum-Si as of immediately prior to the Effective Time plus the number of issued vested Legacy Quantum-Si options at such time (where such number of vested options is calculated on net basis), by (ii) $10.00.

On June 10, 2021, HighCape filed the Second Amended and Restated Certificate of Incorporation (the “Restated Certificate”) with the Secretary of State of the State of Delaware, which became effective simultaneously with the Effective Time. As a consequence of filing the Restated Certificate, the Company adopted a dual class structure, comprised of the Company’s Class A common stock, which is entitled to one vote per share, and the Company’s Class B common stock, which is entitled to 20 votes per share. The Company’s Class B common stock has the same economic terms as the Company’s Class A common stock, but is subject to a “sunset” provision if Jonathan M. Rothberg, Ph.D., the founder of Legacy Quantum-Si, Interim Chief Executive Officer and Executive Chairman of the Company (“Dr. Rothberg”), and other permitted holders of the Company’s Class B common stock collectively cease to beneficially own at least twenty percent (20%) of the number of shares of the Company’s Class B common stock (as such number of shares is equitably adjusted in respect of any reclassification, stock dividend, subdivision, combination or recapitalization of the Company’s Class B common stock) collectively held by Dr. Rothberg and permitted transferees of the Company’s Class B common stock as of the Effective Time.

Concurrently with the execution of the Business Combination Agreement, HighCape entered into subscription agreements (the “PIPE Investor Subscription Agreements”) with certain institutional investors and accredited investors (the “PIPE Investors”), pursuant to which the PIPE Investors purchased, immediately prior to the Closing, an aggregate of 42,500,000 shares of HighCape Class A common stock at a purchase price of $10.00 per share (the “PIPE Financing”).

In addition, concurrently with the execution of the Business Combination Agreement, HighCape entered into subscription agreements (the “Subscription Agreements”), with certain affiliates of Foresite Capital Management, LLC (the “Foresite Funds”), pursuant to which the Foresite Funds purchased immediately prior to the Closing, an aggregate of 696,250 shares of HighCape Class A common stock at a purchase price of $0.001 per share for aggregate gross proceeds of $1 after a corresponding number of shares of HighCape Class B common stock was irrevocably forfeited by HighCape’s Sponsor to HighCape for no consideration and automatically cancelled.

The total number of shares of the Company’s Class A common stock outstanding immediately following the Closing was 116,463,160, comprising:

•

59,754,288 shares of the Company’s Class A common stock issued to Legacy Quantum-Si stockholders (other than holders of Legacy Quantum-Si Series A preferred stock) in the Business Combination;

•

42,500,000 shares of the Company’s Class A common stock issued in connection with the Closing to the PIPE Investors pursuant to the PIPE Financing;

•

696,250 shares of the Company’s Class A common stock issued in connection with the Closing to the Foresite Funds pursuant to the Subscription Agreements;

•

2,178,750 shares of the Company’s Class A common stock issued to the initial stockholders holding the 2,178,750 shares of HighCape Class B common stock outstanding at the Effective Time, after reflecting the irrevocable forfeiture by the Sponsor to HighCape of 696,250 shares of HighCape Class B common stock for no consideration and automatic cancellation as of immediately prior to, and subject to the consummation of, the Closing;

•

405,000 shares of the Company’s Class A common stock held by the Sponsor holding shares of HighCape Class A common stock outstanding at the Effective Time, and

•

10,928,872 shares of the Company’s Class A common stock held by public stockholders holding shares of HighCape Class A common stock outstanding at the Effective Time, after reflecting redemptions of 571,128 shares of HighCape Class A common stock.

The total number of shares of the Company’s Class B common stock outstanding immediately following the Closing was 19,937,500 shares. As of February 15, 2022, Dr. Rothberg held 80.1% of the combined voting power of the Company. Accordingly, Dr. Rothberg and his permitted transferees control the Company and the Company is a controlled company within the meaning of the Nasdaq Listing Rules.

The most significant change in the post-combination Company’s reported financial position and results was an increase in cash of $540,276 consisting of $425,001 from the PIPE investors and $115,275 from HighCape. The increase in cash was offset by transaction costs of $17,824, payment of the Paycheck Protection Program (“PPP”) loan of $1,764 including interest, payments to redeeming Company shareholders of $5,712, and payment of $3,800 to a third-party service provider, resulting in proceeds of $511,176 on the date of the Closing of the Business Combination on June 10, 2021. In addition, the post-combination balance sheet increased by the warrant liabilities of $11,618 and other insignificant assets and liabilities. Additional transaction costs were incurred prior to the Business Combination not settled on the date of Closing. Transaction costs of $7,383 including $463 recorded in stock-based compensation expense, were expensed during year ended December 31, 2021 in the consolidated statements of operations and comprehensive loss.

On the date of Closing, the proceeds of $540,276 were offset against the warrant liabilities of $11,618, payments to redeeming Company shareholders of $5,712, and other liabilities and related transaction costs of $21,776, which resulted in an equity infusion from the Business Combination of $501,170 in the consolidated statements of changes in convertible preferred stock and stockholders’ equity (deficit) for the year ended December 31, 2021.

ACQUISITION

12 Months Ended

Dec. 31, 2021

Majelac Technologies LLC [Member]

ACQUISITION [Abstract]

ACQUISITION

4. ACQUISITION

Majelac Technologies LLC

Pursuant to the terms and conditions of an Asset Purchase Agreement by and among the Company, Majelac Technologies LLC (“Majelac”), and certain other parties, on November 5, 2021 (the “Closing Date”), the Company acquired certain assets and assumed certain liabilities of Majelac, a privately-owned company providing semiconductor chip assembly and packaging capabilities located in Pennsylvania, for $4,632 in cash including $132 in reimbursement for certain recently purchased equipment, and 535,715 shares of Class A common stock, valued at $4,232, issued to Majelac subject to certain restrictions. An additional 59,523 shares of Class A common stock valued at $471 will be issued to Majelac 12 months after the Closing Date less the number of shares of Class A common stock that may be required by the buyer indemnitees to satisfy any unresolved claims for indemnification, if any. The Company also assumed the legal fees of Majelac of $50. Additional purchase price consideration of $500 in cash will be paid 6 months after the Closing date less any amount that may be required by the buyer indemnitees to satisfy any unresolved claims for indemnification, if any. We may pay up to an additional $800 valued at $531 subject to certain future milestones being met. The acquisition brings semiconductor chip assembly and packaging capabilities in-house to secure our supply chain and support scaling commercialization efforts. Prior to the acquisition, Majelac was a vendor of the Company.

The following table summarizes the preliminary purchase price allocation at the acquisition date as follows:

	Purchase Price Allocation
Prepaid expenses and other current assets	$	27
Property and equipment, net		906
Goodwill		9,483
Total	$	10,416

The above estimated fair values of consideration transferred, assets acquired and liabilities assumed are provisional and are based on the information that was available as of the acquisition date. The Company believes that information provides a reasonable basis for estimating the fair values of assets acquired and liabilities assumed. Thus, the preliminary measurements of fair value set forth above maybe subject to change. The Company is in the process of finalizing the fair value adjustments. The Company expects to finalize the valuation as soon as practicable but no later than one year from the acquisition date.

Goodwill represents the excess of the consideration transferred over the aggregate fair values of assets acquired and liabilities assumed. The goodwill recorded in connection with this acquisition was based on operating synergies and other benefits expected to result from the combined operations. The goodwill acquired is amortizable for tax purposes over a period of 15 years.

Acquisition-related costs recognized during the year ended December 31, 2021 including transaction costs such as legal, accounting, valuation and other professional services, were $106 and are included in General and administrative on the consolidated statements of operations and comprehensive loss.

FAIR VALUE OF FINANCIAL INSTRUMENTS

12 Months Ended

Dec. 31, 2021

FAIR VALUE OF FINANCIAL INSTRUMENTS [Abstract]

FAIR VALUE OF FINANCIAL INSTRUMENTS

5. FAIR VALUE OF FINANCIAL INSTRUMENTS

Fair value estimates of financial instruments are made at a specific point in time, based on relevant information about financial markets and specific financial instruments. As these estimates are subjective in nature, involving uncertainties and matters of significant judgment, they cannot be determined with precision. Changes in assumptions can significantly affect estimated fair value.

The Company measures fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The Company utilizes a three-tier hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:

•

Level 1 - Valuations based on quoted prices in active markets for identical assets or liabilities that an entity has the ability to access.

•

Level 2 - Valuations based on quoted prices for similar assets or liabilities, quoted prices for identical assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities.

•

Level 3 - Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The carrying value of cash and cash equivalents, notes receivable, accounts payable and accrued expenses and other current liabilities approximates their fair values due to the short-term or on demand nature of these instruments. There were no transfers between fair value measurement levels during the years ended December 31, 2021 and 2020. The Company accounted for the warrants as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the consolidated balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the consolidated statements of operations and comprehensive loss.

Our Public Warrants and Private Warrants were carried at fair value as of December 31, 2021. The Public Warrants were valued using Level 1 inputs as they are traded in an active market. The Private Warrants were valued using a binomial lattice model, which results in a Level 3 fair value measurement. The primary unobservable input utilized in determining the fair value of the Private Warrants was the expected volatility of the Company’s Class A common stock. The expected volatility was based on consideration of the implied volatility from the Company’s own public warrant pricing and on the historical volatility observed at guideline public companies. As of December 31, 2021, the significant assumptions used in preparing the binomial lattice model for valuing the Private Warrants liability include (i) volatility of 51.4%, (ii) risk-free interest rate of 1.18%, (iii) strike price ($11.50), (iv) fair value of common stock ($7.87), and (v) expected life of 4.4 years.

Mutual funds were valued using quoted market prices and accordingly were classified as Level 1.

The following table summarizes the Company’s assets and liabilities that are measured at fair value on a recurring basis, by level, within the fair value hierarchy:

			Fair Value Measurement Level
	Total		Level 1		Level 2		Level 3
December 31, 2021:
Assets:
Mutual funds - Cash and cash equivalents	$	33,965	$	33,965	$	-	$	-
Mutual funds - Marketable securities		435,519		435,519		-		-
Total assets at fair value on a recurring basis	$	469,484	$	469,484	$	-	$	-

Liabilities:
Public Warrants	$	6,900	$	6,900	$	-	$	-
Private Warrants		339		-		-		339
Total liabilities at fair value on a recurring basis	$	7,239	$	6,900	$	-	$	339

			Fair Value Measurement Level
	Total		Level 1		Level 2		Level 3
December 31, 2020:
Assets:
Mutual funds - Cash and cash equivalents	$	36,040	$	36,040	$	-	$	-
Total assets at fair value on a recurring basis	$	36,040	$	36,040	$	-	$	-

Liabilities:
Notes payable	$	1,749	$	-	$	1,749	$	-
Total liabilities at fair value on a recurring basis	$	1,749	$	-	$	1,749	$	-

- 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

PROPERTY AND EQUIPMENT, NET

12 Months Ended

Dec. 31, 2021

PROPERTY AND EQUIPMENT, NET [Abstract]

PROPERTY AND EQUIPMENT, NET

6. PROPERTY AND EQUIPMENT, NET

Property and equipment, net, are recorded at historical cost and consist of the following:

	December 31, 2021			December 31, 2020
Laboratory and production equipment	$	7,465		$	4,245
Computer equipment		637			765
Software		156			136
Furniture and fixtures		125			47
Leasehold improvements		790			-
Construction in process		3,610			35
		12,783			5,228
Less: Accumulated depreciation		(3,875	)		(3,232	)
Property and equipment, net	$	8,908		$	1,996

Depreciation expense amounted to $1,041, $894 and $780 for the years ended December 31, 2021, 2020 and 2019, respectively. The Company had disposals of $70 relating to property and equipment of $468 with accumulated depreciation of $398 for the year ended December 31, 2021. The disposals were not material for the year ended December 31, 2020.

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

12 Months Ended

Dec. 31, 2021

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES [Abstract]

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

7. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consist of the following:

	December 31, 2021		December 31, 2020
Employee compensation	$	2,680	$	511
Contracted services		2,606		399
Business acquisition costs and contingencies		1,331		-
Legal fees		636		447
Other		23		68
Total accrued expenses and other current liabilities	$	7,276	$	1,425

NOTES PAYABLE	12 Months Ended
NOTES PAYABLE	Dec. 31, 2021
NOTES PAYABLE [Abstract]
NOTES PAYABLE	8. NOTES PAYABLE In August 2020, the Company received loan proceeds of $1,749 under the PPP. The Company used the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintains its payroll levels. The Company accounted for the loan as debt. In connection with the Closing of the Business Combination as discussed in Note 3 “Business Combination”, the Company repaid the loan in full in June 2021. The Company recognized an insignificant amount of interest expense in the consolidated statements of operations and comprehensive loss related to the loan.

- Definition

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

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-URI http://asc.fasb.org/topic&trid=2208564

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+ Details

LEASES

12 Months Ended

Dec. 31, 2021

LEASES [Abstract]

LEASES

9. LEASES

We have commitments under lease arrangements for office and manufacturing space and office equipment. Our leases have initial lease terms ranging from 1 year to 10 years. These leases include options to extend or renew the leases for an additional period of 1 to 10 years.

Operating leases are accounted for on the consolidated balance sheets with ROU assets being recognized in “Operating lease right-of-use assets” and lease liabilities recognized in “Short-term operating lease liabilities” and “Operating lease liabilities”. The capital lease became a finance lease by establishing the ROU asset and liability which was not material to the consolidated balance sheets as of January 1, 2021. There were no finance leases as of December 31, 2021. Lease-related costs are included in Research and development and General and administrative in the consolidated statement of operations and comprehensive loss.

Lease-related costs for the year ended December 31, 2021 are as follows:

	Year Ended December 31, 2021
Operating lease cost	$	630
Short-term lease cost		524
Variable lease cost		63
Total lease cost	$	1,217

Other information related to leases as of December 31, 2021 is as follows:

	Operating Leases
Weighted-average remaining lease term (years)		5.9
Weighted-average discount rate		7.0	%

The following table provides certain cash flow and supplemental noncash information related to our lease liabilities for the year ended December 31, 2021:

	Operating Leases
Operating cash paid to settle operating lease liabilities	$	293

Right-of-use assets obtained in exchange for lease liabilities	$	7,388

Future minimum lease payments under non-cancellable leases as of December 31, 2021 are as follows:

	Operating Leases
2022	$	1,373
2023		1,650
2024		1,694
2025		1,739
2026		1,754
Thereafter		1,647
Total undiscounted lease payments	$	9,857
Less: Imputed interest		1,779
Total lease liabilities	$	8,078

As of December 31, 2021, the value of our obligations under leases was $35,545, which includes a lease we entered into in December 2021 for a facility in New Haven, Connecticut which commenced in January 2022. Future minimum lease payments under this non-cancellable lease as of December 31, 2021 is $25,688.

Rent expense under ASC 840 was $483 and $560 for the years ended December 31, 2020 and 2019, respectively.

Lease-related costs for the three months ended March 31, 2021, June 30, 2021 and September 30, 2021 are as follows:

	Three Months Ended March 31, 2021		Three Months Ended June 30, 2021		Three Months Ended September 30, 2021
Operating lease cost	$	-	$	-	$	240
Short-term lease cost		122		127		133
Variable lease cost		-		-		21
Total lease cost	$	122	$	127	$	394

Other information related to leases as of September 30, 2021 are as follows:

	September 30, 2021
Operating lease right-of-use assets	$	6,443
Short-term operating lease liabilities		609
Operating lease liabilities		6,842

Weighted-average remaining lease term (years)		6.2
Weighted-average discount rate		7.0	%

As of March 31, 2021 and June 30, 2021, there was no activity and thus information is not reflected in the table above.

CONVERTIBLE PREFERRED STOCK

12 Months Ended

Dec. 31, 2021

CONVERTIBLE PREFERRED STOCK [Abstract]

CONVERTIBLE PREFERRED STOCK

10. CONVERTIBLE PREFERRED STOCK

The Company had issued five series of convertible preferred stock, Series A through Series E (the “Convertible Preferred Stock”). The following table summarizes the authorized, issued and outstanding Convertible Preferred Stock of the Company immediately prior to the Business Combination and as of December 31, 2020:

Class	Year of Class Issuance	Issuance Price per Share		Shares Authorized		Shares Issued and Outstanding		Total Proceeds or Exchange Value		Issuance Costs		Net Carrying Value		Initial Liquidation Price per Share
Series A	2013	$	0.04		25,000,000		25,000,000	$	1,000	$	-	$	1,000	$	0.80
Series B	2015		0.80		31,250,000		31,250,000		25,000		-		25,000		0.80
Series C	2015-2016		4.61		8,164,323		8,164,323		37,638		328		37,310		4.61
Series D	2017		4.71		12,738,853		12,738,853		60,000		414		59,586		4.71
Series E	2018 - 2020		5.36		14,925,373		13,636,092		73,089		171		72,918		5.36
					92,078,549		90,789,268

Prior to the Closing of the Business Combination, there were no significant changes to the terms of the Convertible Preferred Stock as compared to December 31, 2020. Upon the Closing of the Business Combination, the Convertible Preferred Stock converted into Class A and Class B common stock based on the Business Combination’s Exchange Ratio of 0.7975 of the Company’s shares for each Legacy Quantum-Si share. The Company recorded the conversion at the carrying value of the Convertible Preferred Stock at the time of the Closing. There are no shares of Convertible Preferred Stock authorized or outstanding as of December 31, 2021.

The powers, preferences, rights, qualifications, limitations and restrictions of the shares of Convertible Preferred Stock were as follows:

Dividends

Dividends were to accrue to holders of the Convertible Preferred Stock at the rate of 8% of the original issue price for the applicable series of Convertible Preferred Stock, per annum subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization, reclassification and other similar events payable only when, and if, declared by the Board. The right to receive dividends on Convertible Preferred Stock was not cumulative, and therefore, if not declared in any year, the right to such dividends was to terminate and not carry forward into the next year. There were no dividends declared on the Convertible Preferred Stock.

Liquidation Rights

In the event of any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary or a deemed liquidation event (which includes a merger, the sale of all of the Company’s assets, or a change of control) (each a “Liquidation Event”), the holders of the Convertible Preferred Stock were entitled to be paid out of the assets of the Company available for distribution to stockholders, pari passu, at a liquidation price per share equal to the greater of: (1) the Initial Liquidation Price of such Convertible Preferred Stock, plus any declared and unpaid dividends or (2) an amount that would have been payable had all the shares of the Convertible Preferred Stock been converted into the Common Stock. These payments were to be made to or set aside prior to the holders of shares of any other class or series of capital stock that were not, by its terms, senior to the Convertible Preferred Stock.

Voting Rights

The holders of shares of the Convertible Preferred Stock were entitled to vote on all matters on which the holders of shares of the Common Stock were entitled to vote.

Each holder of record of shares of Series A Convertible Preferred Stock were entitled to ten votes per share of Special-Voting Common Stock into which such Series A Convertible Preferred Stock were convertible, as discussed below under Conversion, on all matters to be voted on by the Company’s stockholders. Each holder of record of shares of Series B Convertible Preferred Stock, Series C Convertible Preferred Stock, Series D Convertible Preferred Stock and Series E Convertible Preferred Stock were entitled to one vote per share of Common Stock into which such Series B Convertible Preferred Stock, Series C Convertible Preferred Stock, Series D Convertible Preferred Stock, and Series E Convertible Preferred Stock are convertible, as discussed below under Conversion, on all matters that were to be voted on by the Company’s stockholders. The holders of Convertible Preferred Stock and the holders of Common Stock were to vote together and not as separate classes. There were no series voting.

Conversion

Each share of Series A Convertible Preferred Stock was convertible, at the option of the holder, at any time after the date of issuance of such share, into shares of Special-Voting Common Stock on a 1 to 1 conversion rate subject to customary anti-dilution adjustments and upon the issuance of additional common shares for no consideration or consideration less than the conversion price of the Series A Convertible Preferred Stock. Each share of Series B Convertible Preferred Stock, Series C Convertible Preferred Stock, Series D Convertible Preferred Stock and Series E Convertible Preferred Stock were convertible, at the option of the holder, at any time after the date of issuance into shares of Common Stock on a 1 to 1 conversion rate subject to customary anti-dilution adjustments and upon the issuance of additional common shares for no consideration or consideration less than the conversion price of the respective series of Convertible Preferred Stock, which was equal to the original issuance price for each series of Convertible Preferred Stock.

Upon the earlier to occur of (i) election of the Convertible Preferred Stock by (A) the consent or vote of the majority holders of the Convertible Preferred Stock (voting together as a single class and not as separate series, and on an as-converted basis) and (B) the consent or vote of the majority holders of Series C Convertible Preferred Stock, Series D Convertible Preferred Stock and Series E Convertible Preferred Stock (voting together as a single class, and on an as-converted basis) or (ii) the closing of a firm commitment underwritten initial public offering pursuant to an effective registration statement filed under the Securities Act of 1933 covering the offer and sale of shares of Common Stock in which the aggregate gross proceeds to the Corporation are at least $80,000 at a public offering price per share equal to at least three times the Series D Convertible Preferred Stock Conversion Price of $4.71 (1) each share of Series A Convertible Preferred Stock were to be automatically be converted into shares of Special-Voting Common Stock on a 1 for 1 basis, (2) each share of Series B Convertible Preferred Stock were to automatically be converted into Common Stock on a 1 for 1 basis, (3) each share of Series C Convertible Preferred Stock were to automatically be converted into Common Stock on a 1 for 1 basis, (4) each share of Series D Convertible Preferred Stock were to automatically be converted into Common Stock on a 1 for 1 basis and (5) each share of Series E Convertible Preferred Stock were to automatically be converted into Common Stock on a 1 for 1 basis.

STOCKHOLDERS' EQUITY (DEFICIT)	12 Months Ended
STOCKHOLDERS' EQUITY (DEFICIT)	Dec. 31, 2021
STOCKHOLDERS' EQUITY (DEFICIT) [Abstract]
STOCKHOLDERS' EQUITY (DEFICIT)	11. STOCKHOLDERS’ EQUITY (DEFICIT) Class A Common stock As of December 31, 2021 and 2020, the Company had authorized 600,000,000 and 90,000,000 shares of Class A common stock at $0.0001 par value per share, of which a total of 118,025,410 and 5,378,287 shares were outstanding, respectively. Voting Rights Holders of Class A common stock will be entitled to cast one vote per Class A share. Generally, holders of all classes of common stock vote together as a single class, and an action is approved by stockholders if a majority of votes cast affirmatively or negatively on the action are cast in favor of the action, while directors are elected by a plurality of the votes cast. Holders of Class A common stock will not be entitled to cumulate their votes in the election of directors. Dividend Rights With limited exceptions in the case of certain stock dividends or disparate dividends approved by the affirmative vote of the holders of a majority of the Class A common stock and Class B common stock, each voting separately as a class, holders of Class A common stock will share ratably (based on the number of shares of Class A common stock held), together with each holder of Class B common stock, if and when any dividend is declared by the Board out of funds legally available therefore, subject to restrictions, whether statutory or contractual (including with respect to any outstanding indebtedness), on the declaration and payment of dividends and to any restrictions on the payment of dividends imposed by the terms of any outstanding preferred stock or any class or series of stock having a preference over, or the right to participate with, the Class A common stock with respect to the payment of dividends. Class B Common stock As of December 31, 2021 and 2020, the Company had authorized 27,000,000 and 0 shares of Class B common stock at $0.0001 par value per share, of which a total of 19,937,500 and 0 shares were outstanding, respectively. Voting Rights Holders of Class B common stock will be entitled to cast 20 votes per share of Class B common stock. Generally, holders of all classes of common stock vote together as a single class, and an action is approved by stockholders if a majority of votes cast affirmatively or negatively on the action are cast in favor of the action, while directors are elected by a plurality of the votes cast. Holders of Class B common stock will not be entitled to cumulate their votes in the election of directors. Dividend Rights With limited exceptions in the case of certain stock dividends or disparate dividends approved by the affirmative vote of the holders of a majority of the Class A common stock and Class B common stock, each voting separately as a class, holders of Class B common stock will share ratably (based on the number of shares of Class B common stock held), together with each holder of Class A common stock, if and when any dividend is declared by the Board out of funds legally available therefor, subject to restrictions, whether statutory or contractual (including with respect to any outstanding indebtedness), on the declaration and payment of dividends and to any restrictions on the payment of dividends imposed by the terms of any outstanding preferred stock or any class or series of stock having a preference over, or the right to participate with, the Class B common stock with respect to the payment of dividends. Preferred Stock As of December 31, 2021 and 2020, the Company had authorized 1,000,000 and 0 shares of preferred stock at $0.0001 par value per share, respectively, of which a total of 0 shares were outstanding for both years. Preferred stock may be issued from time to time in one or more series. Any shares of preferred stock which may be redeemed, purchased or acquired by the Company may be reissued except as otherwise provided by law.

- 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.

+ References

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+ Details

EQUITY INCENTIVE PLAN

12 Months Ended

Dec. 31, 2021

EQUITY INCENTIVE PLAN [Abstract]

EQUITY INCENTIVE PLAN

12. EQUITY INCENTIVE PLAN

The Company’s 2013 Employee, Director and Consultant Equity Incentive Plan, as amended on March 12, 2021 (the “2013 Plan”), was originally adopted by its Board of Directors and stockholders in September 2013. In connection with the Closing of the Business Combination, the Company adjusted the equity awards as described in Note 3 “Business Combination”. The adjustments to the awards did not result in incremental expense as the equitable adjustments were made pursuant to a preexisting nondiscretionary antidilution provision in the 2013 Plan, and the fair-value, vesting conditions, and classification are the same immediately before and after the modification. In connection with the Business Combination, HighCape’s stockholders approved and adopted the Quantum-Si Incorporated 2021 Equity Incentive Plan (the “2021 Plan”) and the Company will no longer make issuances under the 2013 Plan. The 2021 Plan provides for grants of stock options, stock appreciation rights, restricted stock, restricted stock units, and other stock or cash-based awards. Directors, officers and other employees of the Company and its subsidiaries, as well as others performing consulting or advisory services for the Company, are eligible for grants under the 2021 Plan. As of December 31, 2021, there were 11,891,127 shares available for issuance until the 2021 Plan.

Stock option activity

During the year ended December 31, 2021, the Company granted 3,514,510 option awards subject to service and/or performance conditions. The service condition requires the participant’s continued employment with the Company through the applicable vesting date, and the performance condition requires the consummation of a contemplated business combination defined in the option award agreement. For options with performance conditions, stock-based compensation expense is only recognized if the performance conditions become probable to be satisfied. As the performance condition is a business combination, the performance condition would only become probable once a business combination was consummated. Accordingly, the Company recorded stock-based compensation expense of $3,080 for options awards for the year ended December 31, 2021 as the Business Combination was consummated during this time period. The stock-based compensation expense for stock options for the year ended December 31, 2021 was $6,059.

A summary of the stock option activity under the 2013 Plan and the 2021 Plan is presented in the table below:

	Number of Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value
Outstanding at December 31, 2020		7,369,541		$	2.37		6.77	$	4,094
Granted		3,514,510			8.89
Exercised		(2,661,252	)		2.11
Forfeited		(495,827	)		6.84
Outstanding at December 31, 2021		7,726,972		$	5.14		7.58	$	24,511
Options exercisable at December 31, 2021		4,023,711			2.83		6.18	$	20,499
Vested and expected to vest at December 31, 2021		7,410,522		$	5.03		7.51	$	24,169

The Company received cash proceeds from the exercise of stock options of $5,618, $63 and $116 during the years ended December 31, 2021, 2020 and 2019, respectively. The total intrinsic value (the amount by which the stock price exceeds the exercise price of the option on the date of exercise) of the stock options exercised during the years ended December 31, 2021, 2020 and 2019, was $17,206, $323 and $554, respectively. The weighted-average grant date fair value of options granted during the year ended December 31, 2021, 2020 and 2019, was $5.25, $1.43 and $1.57, respectively.

During the years ended December 31, 2020 and 2019, the Company granted 59,811 and 478,498 option awards subject to certain performance conditions, respectively. The performance conditions required the Company to announce at the Advances in Genome Biology and Technology conference (“AGBT”) and commence commercial sales during the year ended December 31, 2020. For options with performance conditions, stock-based compensation expense is only recognized if the performance conditions become probable to be satisfied. Upon becoming probable, the Company recognizes compensation expense equal to the grant date fair value of the option awards over the associated service period. If there are changes in the number of option awards that are expected to vest due to changes in the probability of certain performance conditions being satisfied, an adjustment to stock-based compensation expense will be recognized as a change in accounting estimate in the period that such probability changes. The Company accrued $295 of stock compensation expense during the year ended December 31, 2019 as it believed it was probable the performance conditions would be met. This stock compensation expense was then subsequently reversed during the year ended December 31, 2020 as the performance conditions were determined to be improbable to be met. All of the performance-based awards granted during the years ended December 31, 2020 and 2019 were cancelled on December 31, 2020.

In addition to the awards discussed in the aforementioned paragraph, during the year ended December 31, 2019 the Company granted approximately 205,000 option awards subject to a single performance-based condition, the completion of a financing event as defined in the option award agreement. The achievement of the performance condition was not deemed satisfied for the years ended December 31, 2020 and 2019, as the completion of a financing event was not deemed probable until consummated. Thus, the Company did not record stock-based compensation expense with regards to these option awards. For the year ended December 31, 2021, the Company recorded stock-based compensation expense of $463 for these option awards as the Business Combination was consummated during this time period and the performance-based condition was met.

In accordance with ASC Topic 718, the Company estimates and records the compensation cost associated with the grants described above with an offsetting entry to paid-in capital. The Company utilized the Black-Scholes option pricing model for determining the estimated fair value for service or performance-based stock-based awards. The Black-Scholes option pricing model requires the use of subjective assumptions which determine the fair value of stock-based awards. The assumptions used to value option grants to employees and nonemployees for the years ended December 31, 2021 and 2020 and employees for the year ended December 31, 2019 were as follows:

	2021	2020	2019
Risk-free interest rate	0.9% – 1.4%	0.3% – 0.6%	1.4% – 1.9%
Expected dividend yield	0%	0%	0%
Expected term	5.5 years – 6.3 years	5.0 years – 6.0 years	5.0 years – 6.2 years
Expected volatility	54% - 70%	70%	70%

The assumptions used to value option grants to nonemployees for the year ended December 31, 2019 were as follows:

		2019
Risk-free interest rate		1.4% – 1.9%
Expected dividend yield		0%
Expected term		4.0 years – 10.0 years
Expected volatility		70%

Risk-free interest rate

The risk-free interest rate for periods within the expected term of the awards is based on the U.S. Treasury yield curve in effect at the time of the grant.

Expected dividend yield

We have never declared or paid any cash dividends and do not expect to pay any cash dividends in the foreseeable future.

Expected term

For awards, we calculate the expected term using the “simplified” method, which is the simple average of the vesting period and the contractual term.

Expected volatility

We determined expected annual equity volatility to be 70% based on the historical volatility of guideline public companies for the years ended December 31, 2019 and 2020 and from January to June 10, 2021. After June 10, 2021, the volatility is calculated by a third-party professional services firm and reviewed by the Company.

Exercise price

The exercise price is taken directly from the grant notice issued to employees and nonemployees.

Restricted stock unit activity

During the year ended December 31, 2021, the Company granted 4,861,315 restricted stock unit (“RSU”) awards subject to service, performance and/or market conditions. The RSU awards include 1,703,460 and 170,346 RSU awards to the Company’s former Chief Executive Officer and General Counsel, respectively, subject to service and performance conditions, 1,800,000 RSU awards to the Interim Chief Executive Officer and Executive Chairman of the Company and two members of the board of directors subject to service and/or performance conditions, and 453,777 RSU awards to the Company’s former Chief Executive Officer subject to service, market and performance conditions. The service condition requires the participant’s continued employment with the Company through the applicable vesting date, and the performance condition requires the consummation of a contemplated business combination or financing transaction defined in the award agreement. The market condition requires that the Company’s Class A common stock subsequent to a business combination trades above a specified level for a defined period of time, or that a subsequent financing transaction meets defined pricing thresholds and that the Company’s common stock subsequent to a business combination trades above a specified level for a defined period of time. For RSU awards with performance conditions, stock-based compensation expense is only recognized if the performance conditions become probable to be satisfied. As the performance condition is a business combination or financing transaction, the performance condition would only become probable once a business combination or financing transaction was consummated. Accordingly, the Company recorded stock-based compensation expense of $18,587 for the year ended December 31, 2021 related to these RSU awards as the Business Combination was consummated during this time period. The stock-based compensation expense for RSU awards for the year ended December 31, 2021 was $18,859. The Company did not issue RSU awards in 2020 or 2019.

A summary of the RSU activity under the 2013 Plan and the 2021 Plan is presented in the table below:

	Number of Shares Underlying RSUs			Weighted Average Grant-Date Fair Value
Outstanding non-vested RSUs at December 31, 2020		-		$	-
Granted		4,861,315			8.03
Vested		(274,343	)		8.53
Forfeited		-			-
Outstanding non-vested RSUs at December 31, 2021		4,586,972		$	8.00

The Company’s stock-based compensation expense is allocated to the following operating expense categories as follows:

	Years ended December 31,
	2021		2020		2019
Research and development	$	5,718	$	1,290	$	2,163
General and administrative		18,365		324		354
Sales and marketing		835		310		198
Total stock-based compensation expense	$	24,918	$	1,924	$	2,715

No related tax benefits of the stock-based compensation expense have been recognized and no related tax benefits have been realized from the exercise of stock options due to the Company’s net operating loss carryforwards.

Total unrecognized stock-based compensation expense as of December 31, 2021 was $34,058, which will be recognized over the remaining weighted average vesting period of 2.1 years.

NET LOSS PER SHARE

12 Months Ended

Dec. 31, 2021

NET LOSS PER SHARE [Abstract]

NET LOSS PER SHARE

13. NET LOSS PER SHARE

Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock of the Company outstanding during the period. Diluted net loss per share is computed by giving effect to all common share equivalents of the Company, including outstanding Convertible Preferred Stock and stock options, to the extent dilutive. Basic and diluted net loss per share was the same for each period presented as the inclusion of all common share equivalents would have been anti-dilutive.

The following table presents the calculation of basic and diluted net loss per share for the Company’s common stock:

	Years ended December 31,
	2021			2020			2019
Numerator
Net loss	$	(94,989	)	$	(36,613	)	$	(35,792	)
Numerator for basic and diluted EPS - loss attributable to common stockholders	$	(94,989	)	$	(36,613	)	$	(35,792	)
Denominator
Common stock		79,578,540			5,355,463			5,146,977
Denominator for basic and diluted EPS - weighted-average common stock		79,578,540			5,355,463			5,146,977
Basic and diluted net loss per share	$	(1.19	)	$	(6.84	)	$	(6.95	)

Since the Company was in a net loss position for all periods presented, the basic net loss per shares calculation excludes preferred stock as it does not participate in net losses of the Company. Additionally, net loss per share attributable to Class A and Class B common stockholders was the same on a basic and diluted basis, as the inclusion of all potential common equivalent shares outstanding would have been anti-dilutive. Anti-dilutive common equivalent shares were as follows:

	Years ended December 31,
	2021		2020		2019
Outstanding options to purchase common stock		7,726,972		7,369,541		7,890,184
Outstanding restricted stock units		4,586,972		-		-
Outstanding warrants		3,968,319		-		-
Outstanding convertible preferred stock (Series A through E)		-		90,789,268		84,201,570
		16,282,263		98,158,809		92,091,754

WARRANT LIABILITIES

12 Months Ended

Dec. 31, 2021

WARRANT LIABILITIES [Abstract]

WARRANT LIABILITIES

14. WARRANT LIABILITIES

Public Warrants

As of December 31, 2021, there were an aggregate of 3,833,319 outstanding Public Warrants, which entitle the holder to acquire Class A common stock. Each whole warrant entitles the registered holder to purchase one share of Class A common stock at an exercise price of $11.50 per share, subject to adjustment as discussed below, beginning on September 9, 2021. The warrants will expire on June 10, 2026 or earlier upon redemption or liquidation.

Redemptions

At any time while the warrants are exercisable, the Company may redeem not less than all of the outstanding Public Warrants:

•

in whole and not in part;

•

at a price of $0.01 per warrant;

•

upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrant holder; and

•

if, and only if, the closing price of the Company’s common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders.

If the foregoing conditions are satisfied and the Company issues a notice of redemption of the Public Warrants at $0.01 per warrant, each holder of Public Warrants will be entitled to exercise his, her or its Public Warrants prior to the scheduled redemption date.

If the Company calls the Public Warrants for redemption for $0.01 as described above, the Company’s Board of Directors may elect to require any holder that wishes to exercise his, her or its Public Warrants to do so on a “cashless basis.” If the Company’s Board of Directors makes such election, all holders of Public Warrants would pay the exercise price by surrendering their warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants, multiplied by the excess of the “fair market value” over the exercise price of the warrants by (y) the “fair market value”. For purposes of the redemption provisions of the warrants, the “fair market value” means the average last reported sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants.

The Company evaluated the Public Warrants under ASC 815-40, in conjunction with the SEC Division of Corporation Finance’s April 12, 2021 Public Statement, Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”) (the “SEC Statement”), and concluded that they do not meet the criteria to be classified in stockholders’ equity. Specifically, the exercise of the warrants may be settled in cash upon the occurrence of a tender offer or exchange offer in which the maker of the tender offer or exchange offer, upon completion of the tender offer or exchange offer, beneficially owns more than 50% of the outstanding shares of the Company’s Class A common stock, even if it would not result in a change of control of the Company. This provision would preclude the warrants from being classified in equity and thus the warrants have been classified as a liability.

Private Warrants

As of December 31, 2021, there were 135,000 Private Warrants outstanding. The Private Warrants are identical to the Public Warrants, except that so long as they are held by the Sponsor or any of its permitted transferees, (i) the Private Warrants and the shares of Class A common stock issuable upon the exercise of the Private Warrants were not transferable, assignable or saleable until 30 days after the completion of the Business Combination, (ii) the Private Warrants will be exercisable for cash or on a cashless basis, at the holder’s option, and (iii) the Private Warrants are not subject to the Company’s redemption option at the price of $0.01 per warrant. The Private Warrants are subject to the Company’s redemption option at the price of $0.01 per warrant, provided that the other conditions of such redemption are met, as described above. If the Private Warrants are held by a holder other than the Sponsor or any of its permitted transferees, the Private Warrants will be redeemable by the Company in all redemption scenarios applicable to the Public Warrants and exercisable by such holders on the same basis as the Public Warrants.

The Company evaluated the Private Warrants under ASC 815-40, in conjunction with the SEC Statement, and concluded that they do not meet the criteria to be classified in stockholders’ equity. Specifically, the terms of the warrants provide for potential changes to the settlement amounts depending upon the characteristics of the warrant holder, and, because the holder of a warrant is not an input into the pricing of a fixed-for-fixed option on equity shares, such provision would preclude the warrant from being classified in equity and thus the warrant has been classified as a liability.

The fair value of warrant liabilities was $11,618 and $7,239 as of the Closing of the Business Combination and as of December 31, 2021, respectively. The Company recognized a gain of $4,379 as a change in fair value of warrant liabilities in the consolidated statement of operations and comprehensive loss for the year ended December 31, 2021. There were no exercises or redemptions of the Public Warrants or Private Warrants during the year ended December 31, 2021.

See Note 5 “Fair Value of Financial Instruments” for further detail.

INCOME TAXES

12 Months Ended

Dec. 31, 2021

INCOME TAXES [Abstract]

INCOME TAXES

15. INCOME TAXES

The Company had no income tax expense due to federal and state net operating losses incurred for the years ended December 31, 2021, 2020, and 2019. The Company has also not recorded any income tax benefits for its federal and state net operating losses incurred in each period due to uncertainty of realizing the benefit from those items. All of the Company’s losses before income taxes were generated in the United States.

The effective tax rate for the Company for the years ended December 31, 2021, 2020 and 2019 was zero percent. A reconciliation of the income tax expense at the federal statutory tax rate to the Company’s effective income tax rate follows:

	Years Ended December 31,
	2021			2020			2019
Statutory tax rate		21.0	%		21.0	%		21.0	%
State taxes, net of federal benefit		7.0			6.7			6.5
Federal research and development credit		2.8			3.0			2.0
Stock-based compensation expense		1.6			(0.7	)		(0.9	)
Other		0.6			(0.1	)		0.4
Valuation allowance		(33.0	)		(29.9	)		(29.0	)
Effective tax rate		0.0	%		0.0	%		0.0	%

The Company’s effective tax rate for December 31, 2021, 2020 and 2019 differs from the federal statutory tax rate of 21% mainly due to the effect of deferred state income tax benefits resulting from state net operating loss carryforwards and the tax benefits related to research and development tax credits. These benefits to the effective tax rate are fully offset by the increase in the Company’s valuation allowance from the prior year.

Significant components of the Company’s deferred tax assets (liabilities) are as follows:

	As of December 31,
	2021			2020
Deferred tax assets
Net operating loss carryforwards	$	63,819		$	42,589
Tax credit carryforwards		10,203			7,178
Stock-based compensation expense		6,673			1,586
Operating lease liabilities		2,184			-
Other		2,218			182
Total deferred tax assets	$	85,097		$	51,535

Deferred tax liabilities
Operating lease right-of-use assets	$	(2,093	)	$	-
Property and equipment		(245	)		(161	)
Other		(15	)		-
Total deferred tax liabilities	$	(2,353	)	$	(161	)

Net deferred tax assets	$	82,744		$	51,374
Valuation allowance		(82,744	)		(51,374	)
Net deferred tax assets (liabilities)	$	-		$	-

The Company has established a full valuation allowance against its net deferred tax assets due to the uncertainty of the Company’s ability to generate sufficient taxable income to realize the deferred tax asset, and therefore has not recognized any benefits from the net operating losses, tax credits and other deferred tax assets. The Company’s valuation allowance was $82,744, $51,374 and $40,441 for the years ended December 31, 2021, 2020 and 2019, respectively. The Company’s valuation allowance increased $31,370, $10,933 and $10,352 for the years ended December 31, 2021, 2020 and 2019, respectively.

As of December 31, 2021, the Company had the following tax net operating loss carryforwards available to reduce future federal and Connecticut taxable income, and tax credit carryforwards available to offset future federal and Connecticut income taxes:

	Amount		Begin to Expire In
Tax net operating loss carryforwards:
Federal (pre-2018 NOLs)	$	65,494		2033
Federal (post-2017 NOLs)		171,615		No Expiration
State		239,013		2033

Tax credit carryforwards:
Federal research and development	8,211	2033
Connecticut research and development	2,477	N/A
Connecticut other credits	53	2022

Under Internal Revenue Code Section 382, if a corporation undergoes an “ownership change,” the corporation’s ability to use its pre-change net operating loss and tax credit carryforwards to offset its post-change income and tax liabilities may be limited. Generally, an ownership change occurs when certain shareholders increase their aggregated ownership by more than 50 percentage points over their lowest ownership percentage in a testing period (typically three years). As a result of the Business Combination, as well as any other equity issuances during the year, the Company is currently performing a Section 382 analysis to determine whether an ownership change has occurred and is expected to be completed in 2022. Any limitation may result in the expiration of a portion of the federal net operating loss or research and development credit carryforwards before utilization, which would reduce the Company’s gross deferred tax assets and corresponding valuation allowance.

The Company has adopted the accounting guidance within ASC Topic 740 on uncertainties in income taxes. ASC Topic 740 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

As of December 31, 2021 and 2020, the Company did not have any unrecognized tax benefits. To the extent penalties and interest would be assessed on any underpayment of income tax, the Company’s policy is that such amounts would be accrued and classified as a component of income tax expense in the consolidated financial statements. To date, the Company has not recorded any such interest or penalties.

The Company files income tax returns in the U.S. Federal and various state jurisdictions. As a result of the Company’s net operating loss carryforwards, the Company’s federal and state statutes of limitations generally remain open for all tax years until its net operating loss and tax credit carryforwards are utilized or expire prior to utilization. The Company does not currently have any federal or state income tax examinations in progress.

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted which included provisions related to net operating loss carryovers and carrybacks, refundable payroll tax credits, deferral of payroll taxes, alternative minimum tax credit refunds, modifications to the net interest deduction limitations, and technical corrections to tax depreciation methods for qualified improvement property. The Company has evaluated the relevant provisions of the CARES Act and has not recognized any benefit related to these provisions. Therefore, no related income tax effects have been recognized in the financial statements for the years ended December 31, 2021 and 2020.

Additionally, as a result of legislation in the state of Connecticut, companies have the opportunity to exchange certain research and development tax credit carryforwards for a cash payment of 65% of the research and development tax credit. The research and development expenses that qualify for Connecticut credits are limited to those costs incurred within Connecticut. The Company has elected to participate in the exchange program and, as a result, has recognized net benefits of $872, $182 and $368 for the years ended December 31, 2021, 2020 and 2019, respectively, which is included in research and development expenses in the accompanying statements of operations and comprehensive loss. As of December 31, 2021 and 2020, the Company has recorded $872 and $550 of the research and development tax credit receivables in Prepaid expenses and other current assets on the Company’s consolidated balance sheets, respectively.

- 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

RELATED PARTY TRANSACTIONS	12 Months Ended
RELATED PARTY TRANSACTIONS	Dec. 31, 2021
RELATED PARTY TRANSACTIONS [Abstract]
RELATED PARTY TRANSACTIONS	16. RELATED PARTY TRANSACTIONS The Company utilizes and subleases office and laboratory space in a building owned by a related party. The Company paid $322, $322 and $322 under month-to-month lease arrangements for this space for the years ended December 31, 2021, 2020 and 2019, respectively. The Company utilizes and subleases other office and laboratory spaces from 4Catalyzer Corporation (“4C”), a company under common ownership under month-to-month lease arrangements. The Company paid $148, $155 and $224 for these spaces for the years ended December 31, 2021, 2020 and 2019, respectively. The Company also made payments to 4C to prefund the acquisition of certain shared capital assets, reflected in Other assets - related party on the consolidated balance sheets of $0 and $738 at December 31, 2021 and 2020, respectively. The Company was a party to an Amended and Restated Technology Services Agreement (the “ARTSA”), most recently amended on November 11, 2020, by and among 4C, the Company and other participant companies controlled by the Rothberg family. The Company entered into a First Addendum to the ARTSA on February 17, 2021 pursuant to which the Company agreed to terminate its participation under the ARTSA no later than immediately prior to the Effective Time of the Business Combination, resulting in the termination of the Company’s participation under the ARTSA on June 10, 2021. In connection with the termination of the Company’s participation under the ARTSA, the Company terminated its lease agreement with 4C and negotiated an arm’s length lease agreement. As a result, the Company wrote off Other assets – related party of $700 which was recorded in General and administrative in the consolidated statements of operations and comprehensive loss for the year ended December 31, 2021. Under the ARTSA, the Company and the other participant companies had agreed to share certain non-core technologies, which means any technologies, information or equipment owned or otherwise controlled by the participant company that are not specifically related to the core business area of the participant and subject to certain restrictions on use. The ARTSA also provided for 4C to perform certain services for the Company and each other participant company such as monthly administrative, management and technical consulting services to the Company which were pre-funded approximately once per quarter. The Company incurred expenses of $2,009, $1,516 and $2,214 during the years ended December 31, 2021, 2020 and 2019, respectively. The amounts advanced and due from 4C at December 31, 2021 and 2020, related to operating expenses was $0 and $13, respectively, and are included in Prepaid expenses and other current assets on the consolidated balance sheets. The amounts advanced and due to 4C at December 31, 2021 and 2020, related to operating expenses was $128 and $0, respectively, and are included in Accounts payable on the consolidated balance sheets. The ARTSA also provided for the participant companies to provide other services to each other. The Company also had transactions with other entities under common ownership, which included payments made to third parties on behalf of the Company. The amounts remaining payable at December 31, 2021 and 2020 were $17 and $28, respectively, and are included in the Accounts payable on the consolidated balance sheets. In addition, the Company had transactions with these other entities under common ownership which included payments made by the Company to third parties on behalf of the other entities. The amounts remaining payable to the Company at December 31, 2021 and 2020 are in the aggregate $15 and $69, respectively, and are reflected in the Prepaid expenses and other current assets on the consolidated balance sheets. All amounts were paid or received throughout the year within 30 days after the end of each month. On September 20, 2021, the Company entered into a Binders Collaboration (the “Collaboration”) with Protein Evolution, Inc. (“PEI”) to develop technology and methods in the field of nanobodies and potentially other binders to produce novel biological reagents and related data. The Collaboration is made pursuant to and governed by the Technology and Services Exchange Agreement, effective as of June 10, 2021, by and among the Company and the participants named therein, including PEI. Dr. Rothberg serves as Chairman of the Board of Directors of PEI and the Rothberg family are controlling stockholders of PEI. The Company has not made any payments under the Collaboration for the year ended December 31, 2021. The Company had promissory notes with the President and Chief Operating Officer and other Company employees in amounts totaling $0 and $150 as of December 31, 2021 and 2020, respectively. Dr. Rothberg and the Company entered into an Executive Chairman Agreement as of June 10, 2021 (the “Executive Chairman Agreement”) in which Dr. Rothberg provides consulting services to the Company for $400 annually. In addition to the Executive Chairman Agreement, Dr. Rothberg also receives fees as the Company’s Chairman of the Board of Directors and a member of the Nominating and Corporate Governance Committee. Quantum-Si paid $139 to Dr. Rothberg for the year ended December 31, 2021 for the services that were provided to the Company.

COMMITMENTS AND CONTINGENCIES	12 Months Ended
COMMITMENTS AND CONTINGENCIES	Dec. 31, 2021
COMMITMENTS AND CONTINGENCIES [Abstract]
COMMITMENTS AND CONTINGENCIES	17. COMMITMENTS AND CONTINGENCIES Commitments Licenses related to certain intellectual property: The Company licenses certain intellectual property, some of which may be utilized in its future product offering. To preserve the right to use such intellectual property, the Company is required to make annual minimum fixed payments totaling $220. Once the Company commercializes its product and begins to generate revenues, there will be royalties payable by the Company based on the current anticipated utilization. Other commitments: The Company sponsors a 401(k) defined contribution plan covering all eligible U.S. employees. Contributions to the 401(k) plan are discretionary. The Company did not make any matching contributions to the 401(k) plan for the years ended December 31, 2021, 2020 and 2019. Contingencies The Company is subject to claims in the ordinary course of business; however, the Company is not currently a party to any pending or threatened litigation, the outcome of which would be expected to have a material adverse effect on its financial condition or the results of its operations. The Company accrues for contingent liabilities to the extent that the liability is probable and estimable. The Company enters into agreements that contain indemnification provisions with other parties in the ordinary course of business, including business partners, investors, contractors, and the Company’s officers, directors and certain employees. The Company has agreed to indemnify and defend the indemnified party claims and related losses suffered or incurred by the indemnified party from actual or threatened third-party claims because of the Company’s activities or non-compliance with certain representations and warranties made by the Company. It is not possible to determine the maximum potential loss under these indemnification provisions due to the Company’s limited history of prior indemnification claims and the unique facts and circumstances involved in any particular case. To date, losses recorded in the Company’s consolidated statements of operations and comprehensive loss in connection with the indemnification provisions have not been material.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

12 Months Ended

Dec. 31, 2021

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]

Basis of Presentation and Principles of Consolidation

Concentration of Credit Risk

Reclassifications

Certain prior year amounts have been reclassified for consistency with the current year presentation.

Use of Estimates

•

valuation allowances with respect to deferred tax assets;

•

valuation for acquisitions;

•

assumptions used for leases;

•

valuation of warrant liabilities; and

•

assumptions underlying the fair value used in the calculation of the stock-based compensation.

Cash and Cash Equivalents

Prepaid Expenses and Other Current Assets

Investments in Marketable Securities

Property and Equipment, Net

Property and Equipment, net

Useful lives of property and equipment are as follows:

Property and equipment		Estimated useful life
Laboratory and production equipment		5 years
Computer equipment		3-5 years
Software		3 years
Furniture and fixtures		7 years

Leases

See the “Accounting Pronouncements Adopted” section in this Note for further detail.

Goodwill

Impairment of Long-Lived Assets

Capitalized Software Development Costs

Research and Development

General, Administrative, Sales and Marketing

General and Administrative

Sales and Marketing

Net Loss per Share

Convertible Preferred Stock

Stock-Based Compensation

Income Taxes

Warrant Liabilities

Subsequent Events

The Company has evaluated subsequent events through March 1, 2022.

Recently Issued Accounting Pronouncements

Accounting pronouncements adopted

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

12 Months Ended

Dec. 31, 2021

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]

Useful Lives of Property and Equipment

Useful lives of property and equipment are as follows:

Property and equipment		Estimated useful life
Laboratory and production equipment		5 years
Computer equipment		3-5 years
Software		3 years
Furniture and fixtures		7 years

ACQUISITION (Tables)

12 Months Ended

Dec. 31, 2021

BUSINESS COMBINATION/ACQUISITION [Abstract]

Purchase Price Allocation for Majelac Technologies LLC

The following table summarizes the preliminary purchase price allocation at the acquisition date as follows:

	Purchase Price Allocation
Prepaid expenses and other current assets	$	27
Property and equipment, net		906
Goodwill		9,483
Total	$	10,416

FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables)

12 Months Ended

Dec. 31, 2021

FAIR VALUE OF FINANCIAL INSTRUMENTS [Abstract]

Assets and Liabilities Measured at Fair Value on Recurring Basis

The following table summarizes the Company’s assets and liabilities that are measured at fair value on a recurring basis, by level, within the fair value hierarchy:

			Fair Value Measurement Level
	Total		Level 1		Level 2		Level 3
December 31, 2021:
Assets:
Mutual funds - Cash and cash equivalents	$	33,965	$	33,965	$	-	$	-
Mutual funds - Marketable securities		435,519		435,519		-		-
Total assets at fair value on a recurring basis	$	469,484	$	469,484	$	-	$	-

Liabilities:
Public Warrants	$	6,900	$	6,900	$	-	$	-
Private Warrants		339		-		-		339
Total liabilities at fair value on a recurring basis	$	7,239	$	6,900	$	-	$	339

			Fair Value Measurement Level
	Total		Level 1		Level 2		Level 3
December 31, 2020:
Assets:
Mutual funds - Cash and cash equivalents	$	36,040	$	36,040	$	-	$	-
Total assets at fair value on a recurring basis	$	36,040	$	36,040	$	-	$	-

Liabilities:
Notes payable	$	1,749	$	-	$	1,749	$	-
Total liabilities at fair value on a recurring basis	$	1,749	$	-	$	1,749	$	-

PROPERTY AND EQUIPMENT, NET (Tables)

12 Months Ended

Dec. 31, 2021

PROPERTY AND EQUIPMENT, NET [Abstract]

Property and Equipment, Net

Property and equipment, net, are recorded at historical cost and consist of the following:

	December 31, 2021			December 31, 2020
Laboratory and production equipment	$	7,465		$	4,245
Computer equipment		637			765
Software		156			136
Furniture and fixtures		125			47
Leasehold improvements		790			-
Construction in process		3,610			35
		12,783			5,228
Less: Accumulated depreciation		(3,875	)		(3,232	)
Property and equipment, net	$	8,908		$	1,996

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables)

12 Months Ended

Dec. 31, 2021

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES [Abstract]

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following:

	December 31, 2021		December 31, 2020
Employee compensation	$	2,680	$	511
Contracted services		2,606		399
Business acquisition costs and contingencies		1,331		-
Legal fees		636		447
Other		23		68
Total accrued expenses and other current liabilities	$	7,276	$	1,425

LEASES (Tables)

12 Months Ended

Dec. 31, 2021

LEASES [Abstract]

Lease-Related Costs

Lease-related costs for the year ended December 31, 2021 are as follows:

	Year Ended December 31, 2021
Operating lease cost	$	630
Short-term lease cost		524
Variable lease cost		63
Total lease cost	$	1,217

Lease-related costs for the three months ended March 31, 2021, June 30, 2021 and September 30, 2021 are as follows:

	Three Months Ended March 31, 2021		Three Months Ended June 30, 2021		Three Months Ended September 30, 2021
Operating lease cost	$	-	$	-	$	240
Short-term lease cost		122		127		133
Variable lease cost		-		-		21
Total lease cost	$	122	$	127	$	394

Other Information Related to Leases

Other information related to leases as of December 31, 2021 is as follows:

	Operating Leases
Weighted-average remaining lease term (years)		5.9
Weighted-average discount rate		7.0	%

The following table provides certain cash flow and supplemental noncash information related to our lease liabilities for the year ended December 31, 2021:

	Operating Leases
Operating cash paid to settle operating lease liabilities	$	293

Right-of-use assets obtained in exchange for lease liabilities	$	7,388

Other information related to leases as of September 30, 2021 are as follows:

	September 30, 2021
Operating lease right-of-use assets	$	6,443
Short-term operating lease liabilities		609
Operating lease liabilities		6,842

Weighted-average remaining lease term (years)		6.2
Weighted-average discount rate		7.0	%

Future Minimum Lease Payments Under Non-Cancellable Leases

Future minimum lease payments under non-cancellable leases as of December 31, 2021 are as follows:

	Operating Leases
2022	$	1,373
2023		1,650
2024		1,694
2025		1,739
2026		1,754
Thereafter		1,647
Total undiscounted lease payments	$	9,857
Less: Imputed interest		1,779
Total lease liabilities	$	8,078

CONVERTIBLE PREFERRED STOCK (Tables)

12 Months Ended

Dec. 31, 2021

CONVERTIBLE PREFERRED STOCK [Abstract]

Convertible Preferred Stock

The following table summarizes the authorized, issued and outstanding Convertible Preferred Stock of the Company immediately prior to the Business Combination and as of December 31, 2020:

Class	Year of Class Issuance	Issuance Price per Share		Shares Authorized		Shares Issued and Outstanding		Total Proceeds or Exchange Value		Issuance Costs		Net Carrying Value		Initial Liquidation Price per Share
Series A	2013	$	0.04		25,000,000		25,000,000	$	1,000	$	-	$	1,000	$	0.80
Series B	2015		0.80		31,250,000		31,250,000		25,000		-		25,000		0.80
Series C	2015-2016		4.61		8,164,323		8,164,323		37,638		328		37,310		4.61
Series D	2017		4.71		12,738,853		12,738,853		60,000		414		59,586		4.71
Series E	2018 - 2020		5.36		14,925,373		13,636,092		73,089		171		72,918		5.36
					92,078,549		90,789,268

EQUITY INCENTIVE PLAN (Tables)

12 Months Ended

Dec. 31, 2021

EQUITY INCENTIVE PLAN [Abstract]

Stock Option Activity

A summary of the stock option activity under the 2013 Plan and the 2021 Plan is presented in the table below:

	Number of Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value
Outstanding at December 31, 2020		7,369,541		$	2.37		6.77	$	4,094
Granted		3,514,510			8.89
Exercised		(2,661,252	)		2.11
Forfeited		(495,827	)		6.84
Outstanding at December 31, 2021		7,726,972		$	5.14		7.58	$	24,511
Options exercisable at December 31, 2021		4,023,711			2.83		6.18	$	20,499
Vested and expected to vest at December 31, 2021		7,410,522		$	5.03		7.51	$	24,169

Assumptions Used to Value Option Grants

The assumptions used to value option grants to employees and nonemployees for the years ended December 31, 2021 and 2020 and employees for the year ended December 31, 2019 were as follows:

	2021	2020	2019
Risk-free interest rate	0.9% – 1.4%	0.3% – 0.6%	1.4% – 1.9%
Expected dividend yield	0%	0%	0%
Expected term	5.5 years – 6.3 years	5.0 years – 6.0 years	5.0 years – 6.2 years
Expected volatility	54% - 70%	70%	70%

The assumptions used to value option grants to nonemployees for the year ended December 31, 2019 were as follows:

		2019
Risk-free interest rate		1.4% – 1.9%
Expected dividend yield		0%
Expected term		4.0 years – 10.0 years
Expected volatility		70%

Restricted Stock Activity

A summary of the RSU activity under the 2013 Plan and the 2021 Plan is presented in the table below:

	Number of Shares Underlying RSUs			Weighted Average Grant-Date Fair Value
Outstanding non-vested RSUs at December 31, 2020		-		$	-
Granted		4,861,315			8.03
Vested		(274,343	)		8.53
Forfeited		-			-
Outstanding non-vested RSUs at December 31, 2021		4,586,972		$	8.00

Stock-Based Compensation Expense

The Company’s stock-based compensation expense is allocated to the following operating expense categories as follows:

	Years ended December 31,
	2021		2020		2019
Research and development	$	5,718	$	1,290	$	2,163
General and administrative		18,365		324		354
Sales and marketing		835		310		198
Total stock-based compensation expense	$	24,918	$	1,924	$	2,715

NET LOSS PER SHARE (Tables)

12 Months Ended

Dec. 31, 2021

NET LOSS PER SHARE [Abstract]

Basic and Diluted Net Loss Per Share

The following table presents the calculation of basic and diluted net loss per share for the Company’s common stock:

	Years ended December 31,
	2021			2020			2019
Numerator
Net loss	$	(94,989	)	$	(36,613	)	$	(35,792	)
Numerator for basic and diluted EPS - loss attributable to common stockholders	$	(94,989	)	$	(36,613	)	$	(35,792	)
Denominator
Common stock		79,578,540			5,355,463			5,146,977
Denominator for basic and diluted EPS - weighted-average common stock		79,578,540			5,355,463			5,146,977
Basic and diluted net loss per share	$	(1.19	)	$	(6.84	)	$	(6.95	)

Anti-Dilutive Common Equivalent Shares

Anti-dilutive common equivalent shares were as follows:

	Years ended December 31,
	2021		2020		2019
Outstanding options to purchase common stock		7,726,972		7,369,541		7,890,184
Outstanding restricted stock units		4,586,972		-		-
Outstanding warrants		3,968,319		-		-
Outstanding convertible preferred stock (Series A through E)		-		90,789,268		84,201,570
		16,282,263		98,158,809		92,091,754

INCOME TAXES (Tables)

12 Months Ended

Dec. 31, 2021

INCOME TAXES [Abstract]

Statutory to Effective Income Tax Rate Reconciliation

A reconciliation of the income tax expense at the federal statutory tax rate to the Company’s effective income tax rate follows:

	Years Ended December 31,
	2021			2020			2019
Statutory tax rate		21.0	%		21.0	%		21.0	%
State taxes, net of federal benefit		7.0			6.7			6.5
Federal research and development credit		2.8			3.0			2.0
Stock-based compensation expense		1.6			(0.7	)		(0.9	)
Other		0.6			(0.1	)		0.4
Valuation allowance		(33.0	)		(29.9	)		(29.0	)
Effective tax rate		0.0	%		0.0	%		0.0	%

Deferred Tax Assets (Liabilities)

Significant components of the Company’s deferred tax assets (liabilities) are as follows:

	As of December 31,
	2021			2020
Deferred tax assets
Net operating loss carryforwards	$	63,819		$	42,589
Tax credit carryforwards		10,203			7,178
Stock-based compensation expense		6,673			1,586
Operating lease liabilities		2,184			-
Other		2,218			182
Total deferred tax assets	$	85,097		$	51,535

Deferred tax liabilities
Operating lease right-of-use assets	$	(2,093	)	$	-
Property and equipment		(245	)		(161	)
Other		(15	)		-
Total deferred tax liabilities	$	(2,353	)	$	(161	)

Net deferred tax assets	$	82,744		$	51,374
Valuation allowance		(82,744	)		(51,374	)
Net deferred tax assets (liabilities)	$	-		$	-

Tax Net Operating Loss Carryforwards

	Amount		Begin to Expire In
Tax net operating loss carryforwards:
Federal (pre-2018 NOLs)	$	65,494		2033
Federal (post-2017 NOLs)		171,615		No Expiration
State		239,013		2033

Tax Credit Carryforwards

Tax credit carryforwards:
Federal research and development	8,211	2033
Connecticut research and development	2,477	N/A
Connecticut other credits	53	2022

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Investments in Marketable Securities (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($)
Investments in Marketable Securities [Abstract]
Unrealized losses on marketable securities	$ (5,023)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Property and Equipment, net (Details)	12 Months Ended
	Dec. 31, 2021
Laboratory and Production Equipment [Member]
Property and Equipment, Net [Abstract]
Estimated useful life	5 years
Computer Equipment [Member] \| Minimum [Member]
Property and Equipment, Net [Abstract]
Estimated useful life	3 years
Computer Equipment [Member] \| Maximum [Member]
Property and Equipment, Net [Abstract]
Estimated useful life	5 years
Software [Member]
Property and Equipment, Net [Abstract]
Estimated useful life	3 years
Furniture and Fixtures [Member]
Property and Equipment, Net [Abstract]
Estimated useful life	7 years

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Leases (Details) $ in Thousands	Dec. 31, 2021 USD ($)
Leases [Abstract]
Finance leases	$ 0

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Impairment of Long-Lived Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Impairment of Long-Lived Assets [Abstract]
Impairments	$ 0	$ 0	$ 0

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Sales and Marketing (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Sales and Marketing [Abstract]
Advertising expense	$ 0	$ 87	$ 15

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Stock-Based Compensation (Details) - Stock Options [Member]	12 Months Ended
	Dec. 31, 2021
Stock-Based Compensation [Abstract]
Vesting period	4 years
Term	10 years

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Income Taxes (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Income Taxes [Abstract]
Uncertain tax positions	$ 0	$ 0

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Warrant Liabilities (Details)	Sep. 09, 2020 shares
Warrant Liabilities [Abstract]
Number of warrants issued per unit issued during IPO (in shares)	0.33

BUSINESS COMBINATION (Details)			12 Months Ended
BUSINESS COMBINATION (Details)	Jun. 10, 2021 USD ($) $ / shares shares	Jun. 09, 2021 shares	Dec. 31, 2021 USD ($) Vote	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)	Feb. 15, 2022	Feb. 18, 2021 USD ($)
Business Combination [Abstract]
Increase in cash	$ 540,276,000
Warrant liabilities	11,618,000		$ 7,239,000	$ 0
Stock-based compensation expense			24,918,000	$ 1,924,000	$ 2,715,000
Net equity infusion from the Business Combination			$ 501,170,000
PIPE Investors [Member]
Business Combination [Abstract]
Increase in cash	425,001,000
Sponsor [Member] \| Subsequent Event [Member]
Business Combination [Abstract]
Percentage of combined voting power held by Sponsor						80.10%
Class A Common Stock [Member]
Business Combination [Abstract]
Exchange Ratio			0.7975
Class B Common Stock [Member]
Business Combination [Abstract]
Exchange Ratio			0.7975
HighCape [Member]
Business Combination [Abstract]
Exchange Ratio							0.7975
Base amount included in numerator of Exchange Ratio calculation							$ 810,000,000
Expense threshold included in numerator of Exchange Ratio calculation							8,025,000
Denominator included in Exchange Ratio calculation							$ 10.00
Increase in cash	115,275,000
Transaction costs	17,824,000
Payment of PPP loan, including interest	1,764,000
Payments to redeeming shareholders	5,712,000
Payment to third party service provider	3,800,000
Proceeds on date of Business Combination, excluding warrant liabilities and other insignificant assets and liabilities	511,176,000
Warrant liabilities	11,618,000
Transaction costs expensed			$ 7,383,000
Stock-based compensation expense			463,000
Other liabilities and related transaction costs	$ 21,776,000
Net equity infusion from the Business Combination			$ 501,170,000
HighCape [Member] \| Foresite Funds [Member]
Business Combination [Abstract]
Shares outstanding (in shares) \| shares		696,250
HighCape [Member] \| Initial Stockholders [Member]
Business Combination [Abstract]
Shares outstanding (in shares) \| shares		2,178,750
HighCape [Member] \| Class A Common Stock [Member]
Business Combination [Abstract]
Votes per share \| Vote			1
Shares outstanding (in shares) \| shares	116,463,160
HighCape [Member] \| Class A Common Stock [Member] \| Legacy Quantum-Si Stockholders [Member]
Business Combination [Abstract]
Shares outstanding (in shares) \| shares	59,754,288
HighCape [Member] \| Class A Common Stock [Member] \| PIPE Investors [Member]
Business Combination [Abstract]
Shares issued (in shares) \| shares	42,500,000
Share price (in dollars per share) \| $ / shares	$ 10.00
Shares outstanding (in shares) \| shares	42,500,000
HighCape [Member] \| Class A Common Stock [Member] \| Foresite Funds [Member]
Business Combination [Abstract]
Shares issued (in shares) \| shares	696,250
Share price (in dollars per share) \| $ / shares	$ 0.001
Aggregate gross proceeds	$ 1,000
Shares outstanding (in shares) \| shares	696,250
HighCape [Member] \| Class A Common Stock [Member] \| Initial Stockholders [Member]
Business Combination [Abstract]
Shares outstanding (in shares) \| shares	2,178,750
HighCape [Member] \| Class A Common Stock [Member] \| Sponsor [Member]
Business Combination [Abstract]
Shares outstanding (in shares) \| shares	405,000
HighCape [Member] \| Class A Common Stock [Member] \| Public Stockholders [Member]
Business Combination [Abstract]
Shares outstanding (in shares) \| shares	10,928,872
Shares redeemed (in shares) \| shares	571,128
HighCape [Member] \| Class B Common Stock [Member]
Business Combination [Abstract]
Votes per share \| Vote			20
Shares outstanding (in shares) \| shares	19,937,500
HighCape [Member] \| Class B Common Stock [Member] \| Minimum [Member]
Business Combination [Abstract]
Percentage of total shares that must be beneficially owned included in sunset provision			20.00%
HighCape [Member] \| Class B Common Stock [Member] \| Sponsor [Member]
Business Combination [Abstract]
Shares forfeited (in shares) \| shares		696,250

ACQUISITION (Details) - USD ($) $ in Thousands		12 Months Ended
ACQUISITION (Details) - USD ($) $ in Thousands	Nov. 05, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Nov. 09, 2021
Acquisitions [Abstract]
Cash paid for acquisition		$ 4,632	$ 0	$ 0
Purchase Price Allocation [Abstract]
Goodwill		$ 9,483	$ 0
Majelac [Member]
Acquisitions [Abstract]
Cash paid for acquisition	$ 4,632
Reimbursement for certain recently purchased equipment	$ 132
Shares issued (in shares)	535,715
Shares issued	$ 4,232
Additional shares to be issued to satisfy unresolved claims for indemnification (in shares)	59,523
Additional shares to be issued to satisfy unresolved claims for indemnification	$ 471
Period to issue additional shares after Closing Date		12 months
Legal fees assumed					$ 50
Cash held back	500
Period to hold cash back		6 months
Additional payment subject to certain future milestones being met	800
Fair value of additional payment subject to certain future milestones being met	531
Purchase Price Allocation [Abstract]
Prepaid expenses and other current assets	27
Property and equipment, net	906
Goodwill	9,483
Total	$ 10,416
Amortization period for goodwill for tax purposes		15 years
Acquisition-related costs		$ 106

FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($) $ / shares	Dec. 31, 2020 USD ($)
Fair Value Asset Transfers [Abstract]
Transfers from Level 1 to Level 2	$ 0	$ 0
Transfers from Level 2 to Level 1	0	0
Transfers into Level 3	0	0
Transfers out of Level 3	0	0
Fair Value Liability Transfers [Abstract]
Transfers from Level 1 to Level 2	0	0
Transfers from Level 2 to Level 1	0	0
Transfers into Level 3	0	0
Transfers out of Level 3	0	0
Recurring [Member]
Assets [Abstract]
Mutual funds - Cash and cash equivalents	33,965	36,040
Mutual funds - Marketable securities	435,519
Total assets	469,484	36,040
Liabilities [Abstract]
Notes payable		1,749
Total liabilities	7,239	1,749
Recurring [Member] \| Level 1 [Member]
Assets [Abstract]
Mutual funds - Cash and cash equivalents	33,965	36,040
Mutual funds - Marketable securities	435,519
Total assets	469,484	36,040
Liabilities [Abstract]
Notes payable		0
Total liabilities	6,900	0
Recurring [Member] \| Level 2 [Member]
Assets [Abstract]
Mutual funds - Cash and cash equivalents	0	0
Mutual funds - Marketable securities	0
Total assets	0	0
Liabilities [Abstract]
Notes payable		1,749
Total liabilities	0	1,749
Recurring [Member] \| Level 3 [Member]
Assets [Abstract]
Mutual funds - Cash and cash equivalents	0	0
Mutual funds - Marketable securities	0
Total assets	0	0
Liabilities [Abstract]
Notes payable		0
Total liabilities	339	$ 0
Recurring [Member] \| Private Warrants [Member]
Liabilities [Abstract]
Warrants	339
Recurring [Member] \| Private Warrants [Member] \| Level 1 [Member]
Liabilities [Abstract]
Warrants	0
Recurring [Member] \| Private Warrants [Member] \| Level 2 [Member]
Liabilities [Abstract]
Warrants	0
Recurring [Member] \| Private Warrants [Member] \| Level 3 [Member]
Liabilities [Abstract]
Warrants	339
Recurring [Member] \| Public Warrants [Member]
Liabilities [Abstract]
Warrants	6,900
Recurring [Member] \| Public Warrants [Member] \| Level 1 [Member]
Liabilities [Abstract]
Warrants	6,900
Recurring [Member] \| Public Warrants [Member] \| Level 2 [Member]
Liabilities [Abstract]
Warrants	0
Recurring [Member] \| Public Warrants [Member] \| Level 3 [Member]
Liabilities [Abstract]
Warrants	$ 0
Warrants [Member] \| Private Warrants [Member] \| Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement input	0.514
Warrants [Member] \| Private Warrants [Member] \| Risk-Free Interest Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement input	0.0118
Warrants [Member] \| Private Warrants [Member] \| Strike Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement input \| $ / shares	11.50
Warrants [Member] \| Private Warrants [Member] \| Share Price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants measurement input \| $ / shares	7.87
Warrants [Member] \| Private Warrants [Member] \| Expected Life [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Warrants term	4 years 4 months 24 days

PROPERTY AND EQUIPMENT, NET (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Property and Equipment, Net [Abstract]
Property and equipment	$ 12,783	$ 5,228
Less: Accumulated depreciation	(3,875)	(3,232)
Property and equipment, net	8,908	1,996
Depreciation and amortization expense	1,041	894	$ 780
Disposals of Property and Equipment [Member]
Property and Equipment, Net [Abstract]
Property and equipment	468
Less: Accumulated depreciation	(398)
Disposals	70
Laboratory and Production Equipment [Member]
Property and Equipment, Net [Abstract]
Property and equipment	7,465	4,245
Computer Equipment [Member]
Property and Equipment, Net [Abstract]
Property and equipment	637	765
Software [Member]
Property and Equipment, Net [Abstract]
Property and equipment	156	136
Furniture and Fixtures [Member]
Property and Equipment, Net [Abstract]
Property and equipment	125	47
Leasehold Improvements [Member]
Property and Equipment, Net [Abstract]
Property and equipment	790	0
Construction in Process [Member]
Property and Equipment, Net [Abstract]
Property and equipment	$ 3,610	$ 35

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Accounts Expenses and Other Current Liabilities [Abstract]
Employee compensation	$ 2,680	$ 511
Contracted services	2,606	399
Business acquisition costs and contingencies	1,331	0
Legal fees	636	447
Other	23	68
Total accrued expenses and other current liabilities	$ 7,276	$ 1,425

NOTES PAYABLE (Details) - USD ($) $ in Thousands		12 Months Ended
NOTES PAYABLE (Details) - USD ($) $ in Thousands	Aug. 31, 2020	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
NOTES PAYABLE [Abstract]
Loan proceeds received	$ 1,749	$ 0	$ 1,749	$ 0

LEASES, Lease Terms (Details)	Dec. 31, 2021
Minimum [Member]
Operating Lease, Description [Abstract]
Lease term	1 year
Renewal term	1 year
Maximum [Member]
Operating Lease, Description [Abstract]
Lease term	10 years
Renewal term	10 years

LEASES, Lease-Related Costs (Details) - USD ($) $ in Thousands	3 Months Ended			12 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2021
LEASES [Abstract]
Finance lease				$ 0
Lease-Related Costs [Abstract]
Operating lease cost	$ 240	$ 0	$ 0	630
Short-term lease cost	133	127	122	524
Variable lease cost	21	0	0	63
Total lease cost	$ 394	$ 127	$ 122	$ 1,217

LEASES, Other Information Related to Leases (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Sep. 30, 2021	Dec. 31, 2020
Assets and Liabilities [Abstract]
Operating lease right-of-use assets	$ 6,973	$ 6,443	$ 0
Short-term operating lease liabilities	859	609	0
Operating lease liabilities	$ 7,219	$ 6,842	$ 0
Weighted Average Remaining Term and Discount Rate [Abstract]
Weighted-average remaining lease term	5 years 10 months 24 days	6 years 2 months 12 days
Weighted-average discount rate	7.00%	7.00%
Cash Flow and Supplemental Noncash Information [Abstract]
Operating cash paid to settle operating lease liabilities	$ 293
Right-of-use assets obtained in exchange for lease liabilities	$ 7,388

LEASES, Future Minimum Lease Payments Under Non-Cancellable Leases (Details) $ in Thousands	Dec. 31, 2021 USD ($)
Future Minimum Lease Payments [Abstract]
2022	$ 1,373
2023	1,650
2024	1,694
2025	1,739
2026	1,754
Thereafter	1,647
Total undiscounted lease payments	9,857
Less: Imputed interest	1,779
Lease liabilities	8,078
New Haven, Connecticut [Member]
Future Minimum Lease Payments [Abstract]
Total undiscounted lease payments	25,688
Lease liabilities	$ 35,545

LEASES, Rent Expense Prior to Adoption of Topic 842 (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
LEASES [Abstract]
Rent expense	$ 483	$ 560

CONVERTIBLE PREFERRED STOCK (Details) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2020 USD ($) Vote Series $ / shares shares	Dec. 31, 2021 USD ($) shares	Dec. 31, 2019 USD ($) shares	Dec. 31, 2018 USD ($) shares
CONVERTIBLE PREFERRED STOCK [Abstract]
Number of issued series of convertible preferred stock \| Series	5
Convertible Preferred Stock [Abstract]
Shares authorized (in shares)	92,078,549	0
Shares issued (in shares)	90,789,268	0
Shares outstanding (in shares)	90,789,268	0	84,201,570	80,810,340
Net carrying value \| $	$ 195,814	$ 0	$ 160,555	$ 142,429
Dividends [Abstract]
Dividend rate, percentage	8.00%
Conversion [Abstract]
Aggregate gross proceeds from initial public offering of common stock \| $	$ 80,000
Minimum [Member]
Conversion [Abstract]
Conversion price multiplier	3
Series A [Member]
Convertible Preferred Stock [Abstract]
Year of class issuance	2013
Issuance price per share (in dollars per share) \| $ / shares	$ 0.04
Shares authorized (in shares)	25,000,000
Shares issued (in shares)	25,000,000
Shares outstanding (in shares)	25,000,000
Total proceeds or exchange value \| $	$ 1,000
Issuance costs \| $	0
Net carrying value \| $	$ 1,000
Initial liquidation price per share (in dollars per share) \| $ / shares	$ 0.80
Voting Rights [Abstract]
Number of votes per share \| Vote	10
Conversion [Abstract]
Conversion ratio	1
Series B [Member]
Convertible Preferred Stock [Abstract]
Year of class issuance	2015
Issuance price per share (in dollars per share) \| $ / shares	$ 0.80
Shares authorized (in shares)	31,250,000
Shares issued (in shares)	31,250,000
Shares outstanding (in shares)	31,250,000
Total proceeds or exchange value \| $	$ 25,000
Issuance costs \| $	0
Net carrying value \| $	$ 25,000
Initial liquidation price per share (in dollars per share) \| $ / shares	$ 0.80
Voting Rights [Abstract]
Number of votes per share \| Vote	1
Conversion [Abstract]
Conversion ratio	1
Series C [Member]
Convertible Preferred Stock [Abstract]
Issuance price per share (in dollars per share) \| $ / shares	$ 4.61
Shares authorized (in shares)	8,164,323
Shares issued (in shares)	8,164,323
Shares outstanding (in shares)	8,164,323
Total proceeds or exchange value \| $	$ 37,638
Issuance costs \| $	328
Net carrying value \| $	$ 37,310
Initial liquidation price per share (in dollars per share) \| $ / shares	$ 4.61
Voting Rights [Abstract]
Number of votes per share \| Vote	1
Conversion [Abstract]
Conversion ratio	1
Series C [Member] \| Minimum [Member]
Convertible Preferred Stock [Abstract]
Year of class issuance	2015
Series C [Member] \| Maximum [Member]
Convertible Preferred Stock [Abstract]
Year of class issuance	2016
Series D [Member]
Convertible Preferred Stock [Abstract]
Year of class issuance	2017
Issuance price per share (in dollars per share) \| $ / shares	$ 4.71
Shares authorized (in shares)	12,738,853
Shares issued (in shares)	12,738,853
Shares outstanding (in shares)	12,738,853
Total proceeds or exchange value \| $	$ 60,000
Issuance costs \| $	414
Net carrying value \| $	$ 59,586
Initial liquidation price per share (in dollars per share) \| $ / shares	$ 4.71
Voting Rights [Abstract]
Number of votes per share \| Vote	1
Conversion [Abstract]
Conversion ratio	1
Conversion price per share (in dollars per share) \| $ / shares	$ 4.71
Series E [Member]
Convertible Preferred Stock [Abstract]
Issuance price per share (in dollars per share) \| $ / shares	$ 5.36
Shares authorized (in shares)	14,925,373
Shares issued (in shares)	13,636,092
Shares outstanding (in shares)	13,636,092
Total proceeds or exchange value \| $	$ 73,089
Issuance costs \| $	171
Net carrying value \| $	$ 72,918
Initial liquidation price per share (in dollars per share) \| $ / shares	$ 5.36
Voting Rights [Abstract]
Number of votes per share \| Vote	1
Conversion [Abstract]
Conversion ratio	1
Series E [Member] \| Minimum [Member]
Convertible Preferred Stock [Abstract]
Year of class issuance	2018
Series E [Member] \| Maximum [Member]
Convertible Preferred Stock [Abstract]
Year of class issuance	2020
Class A Common Stock [Member]
Convertible Preferred Stock [Abstract]
Exchange Ratio		0.7975
Class B Common Stock [Member]
Convertible Preferred Stock [Abstract]
Exchange Ratio		0.7975

STOCKHOLDERS' EQUITY (DEFICIT) (Details)	Dec. 31, 2021 Vote $ / shares shares	Dec. 31, 2020 $ / shares shares
Preferred Stock [Abstract]
Preferred stock, shares authorized (in shares)	1,000,000	0
Preferred stock, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001
Preferred stock, shares outstanding (in shares)	0	0
Common Class A [Member]
Common Stock [Abstract]
Common stock, shares authorized (in shares)	600,000,000	90,000,000
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001
Common stock, shares outstanding (in shares)	118,025,410	5,378,287
Number of votes per share \| Vote	1
Common Class B [Member]
Common Stock [Abstract]
Common stock, shares authorized (in shares)	27,000,000	0
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001	$ 0.0001
Common stock, shares outstanding (in shares)	19,937,500	0
Number of votes per share \| Vote	20

EQUITY INCENTIVE PLAN, Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Weighted Average Remaining Contractual Term and Aggregate Intrinsic Value [Abstract]
Proceeds from exercise of stock options	$ 5,618	$ 63	$ 116
2021 Plan [Member]
Stock Option Activity [Abstract]
Shares available for issuance (in shares)	11,891,127
2013 and 2021 Plans [Member]
Weighted Average Remaining Contractual Term and Aggregate Intrinsic Value [Abstract]
Proceeds from exercise of stock options	$ 5,618	63	116
Intrinsic value of stock options exercised	$ 17,206	$ 323	$ 554
Weighted-average grant date fair value of options granted (in dollars per share)	$ 5.25	$ 1.43	$ 1.57
Stock Options [Member]
Stock Option Activity [Abstract]
Stock-based compensation expense	$ 6,059
Stock Options [Member] \| 2013 and 2021 Plans [Member]
Number of Options [Roll Forward]
Outstanding, beginning balance (in shares)	7,369,541
Granted (in shares)	3,514,510
Exercised (in shares)	(2,661,252)
Forfeited (in shares)	(495,827)
Outstanding, ending balance (in shares)	7,726,972	7,369,541
Options exercisable (in shares)	4,023,711
Vested and expected to vest (in shares)	7,410,522
Weighted Average Exercise Price [Roll Forward]
Outstanding, beginning balance (in dollars per share)	$ 2.37
Granted (in dollars per share)	8.89
Exercised (in dollars per share)	2.11
Forfeited (in dollars per share)	6.84
Outstanding, ending balance (in dollars per share)	5.14	$ 2.37
Options exercisable (in dollars per share)	2.83
Vested and expected to vest (in dollars per share)	$ 5.03
Weighted Average Remaining Contractual Term and Aggregate Intrinsic Value [Abstract]
Weighted average remaining contractual term, outstanding	7 years 6 months 29 days	6 years 9 months 7 days
Weighted average remaining contractual term, options exercisable	6 years 2 months 4 days
Weighted average remaining contractual term, vested and expected to vest	7 years 6 months 3 days
Aggregate intrinsic value, outstanding, beginning balance	$ 4,094
Aggregate intrinsic value, outstanding, ending balance	24,511	$ 4,094
Aggregate intrinsic value, options exercisable	20,499
Aggregate intrinsic value, vested and expected to vest	24,169
Stock Options Subject to Performance Condition Related to Business Combination [Member]
Stock Option Activity [Abstract]
Stock-based compensation expense	3,080
Stock Options Subject to Performance Condition Related to AGBT Conference [Member]
Stock Option Activity [Abstract]
Stock-based compensation expense			$ 295
Number of Options [Roll Forward]
Granted (in shares)		59,811	478,498
Stock Options Subject to Performance Condition Related to Completion of Financing Event [Member]
Stock Option Activity [Abstract]
Stock-based compensation expense	$ 463
Number of Options [Roll Forward]
Granted (in shares)			205,000

EQUITY INCENTIVE PLAN, Assumptions Used to Value Option Grants (Details)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Employees [Member]
Employees and Nonemployees [Abstract]
Expected dividend yield	0.00%		0.00%
Expected volatility			70.00%
Employees [Member] \| Minimum [Member]
Employees and Nonemployees [Abstract]
Risk-free interest rate	0.90%		1.40%
Expected term	5 years 6 months		5 years
Expected volatility	54.00%
Employees [Member] \| Maximum [Member]
Employees and Nonemployees [Abstract]
Risk-free interest rate	1.40%		1.90%
Expected term	6 years 3 months 18 days		6 years 2 months 12 days
Expected volatility	70.00%
Nonemployees [Member]
Employees and Nonemployees [Abstract]
Expected dividend yield		0.00%	0.00%
Expected volatility		70.00%	70.00%
Nonemployees [Member] \| Minimum [Member]
Employees and Nonemployees [Abstract]
Risk-free interest rate		0.30%	1.40%
Expected term		5 years	4 years
Nonemployees [Member] \| Maximum [Member]
Employees and Nonemployees [Abstract]
Risk-free interest rate		0.60%	1.90%
Expected term		6 years	10 years

EQUITY INCENTIVE PLAN, Restricted Stock Unit Activity (Details) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($) Director $ / shares shares	Dec. 31, 2020 $ / shares shares	Dec. 31, 2019 shares
RSU Awards [Member] \| 2013 and 2021 Plans [Member]
Restricted Stock Unit Activity [Abstract]
Number of members of board of directors receiving grant of RSU award \| Director	2
Stock-based compensation expense \| $	$ 18,859
Number of Shares Underlying RSUs [Roll Forward]
Outstanding non-vested RSUs, beginning balance (in shares)	0
Granted (in shares)	4,861,315	0	0
Vested (in shares)	(274,343)
Forfeited (in shares)	0
Outstanding non-vested RSUs, ending balance (in shares)	4,586,972	0
Weighted Average Grant-Date Fair Value [Abstract]
Outstanding non-vested RSUs, beginning balance (in dollars per share) \| $ / shares	$ 0
Granted (in dollars per share) \| $ / shares	8.03
Vested (in dollars per share) \| $ / shares	8.53
Forfeited (in dollars per share) \| $ / shares	0
Outstanding non-vested RSUs, ending balance (in dollars per share) \| $ / shares	$ 8.00	$ 0
RSU Awards Subject to Service and Performance Conditions [Member] \| Former Chief Executive Officer [Member]
Number of Shares Underlying RSUs [Roll Forward]
Granted (in shares)	1,703,460
RSU Awards Subject to Service and Performance Conditions [Member] \| General Counsel [Member]
Number of Shares Underlying RSUs [Roll Forward]
Granted (in shares)	170,346
RSU Awards Subject to Service and/or Performance Condition [Member] \| Interim Executive Chairman and Two Members of Board of Directors [Member]
Number of Shares Underlying RSUs [Roll Forward]
Granted (in shares)	1,800,000
RSU Awards Subject to Service, Market and Performance Conditions [Member] \| Former Chief Executive Officer [Member]
Number of Shares Underlying RSUs [Roll Forward]
Granted (in shares)	453,777
RSU Awards Subject to Service, Market and Performance Conditions [Member] \| 2013 and 2021 Plans [Member]
Restricted Stock Unit Activity [Abstract]
Stock-based compensation expense \| $	$ 18,587

EQUITY INCENTIVE PLAN, Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Stock-Based Compensation Expense [Abstract]
Stock-based compensation expense	$ 24,918	$ 1,924	$ 2,715
Total unrecognized stock-based compensation expense	$ 34,058
Remaining weighted average vesting period	2 years 1 month 6 days
Research and Development [Member]
Stock-Based Compensation Expense [Abstract]
Stock-based compensation expense	$ 5,718	1,290	2,163
General and Administrative [Member]
Stock-Based Compensation Expense [Abstract]
Stock-based compensation expense	18,365	324	354
Sales and Marketing [Member]
Stock-Based Compensation Expense [Abstract]
Stock-based compensation expense	$ 835	$ 310	$ 198

NET LOSS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Numerator [Abstract]
Net loss	$ (94,989)	$ (36,613)	$ (35,792)
Numerator for basic EPS - loss attributable to common stockholders	(94,989)	(36,613)	(35,792)
Numerator for diluted EPS - loss attributable to common stockholders	$ (94,989)	$ (36,613)	$ (35,792)
Denominator [Abstract]
Common stock (in shares)	79,578,540	5,355,463	5,146,977
Denominator for basic EPS - weighted-average common stock (in shares)	79,578,540	5,355,463	5,146,977
Denominator for diluted EPS - weighted-average common stock (in shares)	79,578,540	5,355,463	5,146,977
Basic net loss per share (in dollars per share)	$ (1.19)	$ (6.84)	$ (6.95)
Diluted net loss per share (in dollars per share)	$ (1.19)	$ (6.84)	$ (6.95)
Net Loss per Share [Abstract]
Anti-dilutive common equivalent shares (in shares)	16,282,263	98,158,809	92,091,754
Outstanding Convertible Preferred Stock (Series A through E) [Member]
Net Loss per Share [Abstract]
Anti-dilutive common equivalent shares (in shares)	0	90,789,268	84,201,570
Outstanding Options to Purchase Common Stock [Member]
Net Loss per Share [Abstract]
Anti-dilutive common equivalent shares (in shares)	7,726,972	7,369,541	7,890,184
Outstanding Restricted Stock Units [Member]
Net Loss per Share [Abstract]
Anti-dilutive common equivalent shares (in shares)	4,586,972	0	0
Outstanding Warrants [Member]
Net Loss per Share [Abstract]
Anti-dilutive common equivalent shares (in shares)	3,968,319	0	0

WARRANT LIABILITIES (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Jun. 10, 2021
Warrants [Abstract]
Fair value of warrant liabilities	$ 7,239	$ 0		$ 11,618
Change in fair value of warrant liabilities	$ 4,379	$ 0	$ 0
Public Warrants [Member]
Warrants [Abstract]
Warrants outstanding (in shares)	3,833,319
Number of shares to be issued upon exercise of warrant (in shares)	1
Exercise price of warrant (in dollars per share)	$ 11.50
Warrant redemption price (in dollars per share)	$ 0.01
Notice period to redeem warrants	30 days
Share price (in dollars per share)	$ 18.00
Threshold trading days	20 days
Threshold consecutive trading days	30 days
Period prior to notice of redemption	3 days
Trading day period to calculate fair market value over exercise price of warrants	10 days
Beneficial ownership percentage	50.00%
Warrants exercised (in shares)	0
Warrants redeemed (in shares)	0
Private Warrants [Member]
Warrants [Abstract]
Warrants outstanding (in shares)	135,000
Warrant redemption price (in dollars per share)	$ 0.01
Limitation period to transfer, assign or sell warrants	30 days
Warrants exercised (in shares)	0
Warrants redeemed (in shares)	0

INCOME TAXES, Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
INCOME TAXES [Abstract]
Provision for income taxes	$ 0	$ 0	$ 0
Effective Income Tax Rate Reconciliation [Abstract]
Statutory tax rate	21.00%	21.00%	21.00%
State taxes, net of federal benefit	7.00%	6.70%	6.50%
Federal research and development credit	2.80%	3.00%	2.00%
Stock-based compensation expense	1.60%	(0.70%)	(0.90%)
Other	0.60%	(0.10%)	0.40%
Valuation allowance	(33.00%)	(29.90%)	(29.00%)
Effective tax rate	0.00%	0.00%	0.00%

INCOME TAXES, Deferred Tax Assets (Liabilities) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Deferred Tax Assets [Abstract]
Net operating loss carryforwards	$ 63,819	$ 42,589
Tax credit carryforwards	10,203	7,178
Stock-based compensation expense	6,673	1,586
Operating lease liabilities	2,184	0
Other	2,218	182
Total deferred tax assets	85,097	51,535
Deferred Tax Liabilities [Abstract]
Operating lease right-of-use assets	(2,093)	0
Fixed assets	(245)	(161)
Other	(15)	0
Total deferred tax liabilities	(2,353)	(161)
Net deferred tax assets	82,744	51,374
Valuation allowance	(82,744)	(51,374)	$ (40,441)
Net deferred tax assets (liabilities)	0	0
Increase in valuation allowance	$ 31,370	$ 10,933	$ 10,352

INCOME TAXES, Tax Net Operating Loss Carryforwards and Tax Credit Carryforwards (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Tax Credit Carryforward [Abstract]
Unrecognized tax benefits	$ 0	$ 0
Prepaid Expenses and Other Current Assets [Member]
Tax Credit Carryforward [Abstract]
Research and development tax credit receivables	872	550
Research and Development Expenses [Member]
Tax Credit Carryforward [Abstract]
Net benefit from exchange of research and development tax credit carryforwards	$ 872	$ 182	$ 368
Connecticut [Member]
Tax Credit Carryforward [Abstract]
Percentage of research and development tax credit carryforwards exchanged for cash	65.00%
Research and Development [Member] \| Federal [Member]
Tax Credit Carryforward [Abstract]
Tax credit carryforward	$ 8,211
Research and Development [Member] \| Federal [Member] \| Minimum [Member]
Tax Credit Carryforward [Abstract]
Expiration date	Dec. 31, 2033
Research and Development [Member] \| Connecticut [Member]
Tax Credit Carryforward [Abstract]
Tax credit carryforward	$ 2,477
Other Credits [Member] \| Connecticut [Member]
Tax Credit Carryforward [Abstract]
Tax credit carryforward	$ 53
Other Credits [Member] \| Connecticut [Member] \| Minimum [Member]
Tax Credit Carryforward [Abstract]
Expiration date	Dec. 31, 2022
Federal [Member] \| Pre-2018 [Member]
Operating Loss Carryforwards [Abstract]
Tax net operating loss carryforward	$ 65,494
Federal [Member] \| Pre-2018 [Member] \| Minimum [Member]
Operating Loss Carryforwards [Abstract]
Expiration date	Dec. 31, 2033
Federal [Member] \| Post -2017 [Member]
Operating Loss Carryforwards [Abstract]
Tax net operating loss carryforward	$ 171,615
State [Member]
Operating Loss Carryforwards [Abstract]
Tax net operating loss carryforward	$ 239,013
State [Member] \| Minimum [Member]
Operating Loss Carryforwards [Abstract]
Expiration date	Dec. 31, 2033

RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Related Party Transactions [Abstract]
Period after end of month when related party balances are paid or received	30 days
Related Party [Member] \| Leasing of Office and Laboratory Space [Member]
Related Party Transactions [Abstract]
Payments to related party	$ 322	$ 322	$ 322
4C [Member] \| Leasing of Office and Laboratory Space [Member]
Related Party Transactions [Abstract]
Payments to related party	148	155	224
4C [Member] \| Prefunding of Acquisition of Certain Shared Capital Assets [Member] \| Other Assets [Member]
Related Party Transactions [Abstract]
Payments to related party	0	738
4C [Member] \| Monthly Services Under Amended and Restated Technology Services Agreement [Member]
Related Party Transactions [Abstract]
Related party expenses	2,009	1,516	$ 2,214
4C [Member] \| Monthly Services Under Amended and Restated Technology Services Agreement [Member] \| Prepaid Expenses and Other Current Assets [Member]
Related Party Transactions [Abstract]
Due from related parties	0	13
4C [Member] \| Monthly Services Under Amended and Restated Technology Services Agreement [Member] \| Accounts Payable [Member]
Related Party Transactions [Abstract]
Due from related parties	128	0
4C and Other Companies Controlled by Rothberg Family [Member] \| Termination of ARTSA [Member]
Related Party Transactions [Abstract]
Related party expenses	700
Other Companies Controlled by Rothberg Family [Member] \| Payments Made to Third Parties on Behalf of the Company Under ARTSA [Member] \| Accounts Payable [Member]
Related Party Transactions [Abstract]
Due to related parties	17	28
Other Companies Controlled by Rothberg Family [Member] \| Payments Made to Third Parties on Behalf of Other Entities Under ARTSA [Member] \| Prepaid Expenses and Other Current Assets [Member]
Related Party Transactions [Abstract]
Due from related parties	15	69
PEI [Member] \| Binders Collaboration [Member]
Related Party Transactions [Abstract]
Payments to related party	0
President and Chief Operating Officer and Other Company Employees [Member] \| Promissory Notes [Member]
Related Party Transactions [Abstract]
Due from related parties	0	$ 150
Dr. Rothberg [Member] \| Executive Chairman Agreement [Member]
Related Party Transactions [Abstract]
Payments to related party	139
Annual amount of transaction with related party	$ 400

COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Licenses Related to Certain Intellectual Property [Abstract]
Annual minimum fixed payments	$ 220
Other Commitments [Abstract]
Employer matching contributions to 401(k) plan	$ 0	$ 0	$ 0