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Stock-based Compensation | 12 Months Ended
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Dec. 31, 2024
Share-Based Payment Arrangement [Abstract] |
Stock-based Compensation | 13. Stock-based Compensation Equity Compensation Plans 2011 Equity Incentive Plan In January 2011, the Board of Directors adopted the 2011 Equity Incentive Plan ("2011 Plan") under which incentive stock options, non-statutory stock options, RSUs, stock appreciation rights, PSUs, and performance shares may be granted to its employees, directors, and consultants. The 2011 Plan has been subsequently amended to, among other things, increase the shares of common stock available for issuance thereunder over time. 2022 Inducement Equity Incentive Plan In April 2022, the Board of Directors adopted the 2022 Inducement Plan and reserved 9.5 million shares of common stock for the issuance of equity-based awards, including non-statutory stock options, RSUs, restricted stock, stock appreciation rights, performance shares and PSUs. In accordance with Nasdaq listing rules, equity awards issued under the 2022 Inducement Plan are restricted to individuals who are not already employees or directors of the Company. The terms and conditions of the 2022 Inducement Plan are substantially similar to those of the 2011 Plan. The Board of Directors sets the terms, conditions, and restrictions related to the grant of stock options, RSUs and performance-based awards under its stock-based plans, as well as employee participation in the ESPP. The Board of Directors determines the number of awards to grant and also sets vesting criteria. In general, RSUs vest on a quarterly basis over a period of four years from the date of grant at a rate of 25% on the first anniversary of the grant date and ratably each quarter over the remaining 12 quarters, or ratably over 16 quarters, subject to the employees’ continued employment. The Company may grant RSUs with different vesting terms from time to time. Stock options granted under the Company's 2022 Inducement Plan and 2011 Plan have a term of no more than ten years from the date of grant and an exercise price of at least 100% of the fair market value of the underlying common stock on the date of grant. Generally, options vest at a rate of either 25% on the first anniversary of the option grant date and ratably each month over the remaining period of 36 months, or ratably each month over 48 months. The Company may grant options with different vesting terms from time to time. For performance-based share awards, the Board of Directors sets the performance objectives and other vesting provisions in determining the number of shares or value of performance units and performance shares that will be paid out. Such payout will be a function of the extent to which performance objectives or other vesting provisions have been achieved. Upon completion of the Merger, the Company assumed SomaLogic's stock incentive plans. In addition, all outstanding options to purchase SomaLogic Common Stock and all restricted stock units in respect of shares of SomaLogic Common Stock that were outstanding immediately prior to the completion of the Merger were automatically adjusted by the exchange ratio of 1.11 and converted into an equity award of the same type covering shares of the Company's common stock, on the same terms and conditions (including any continuing vesting requirements), under the applicable Company plan and award agreement in effect immediately prior to the completion of the Merger. During the year ended December 31, 2024, the Company recorded $6.2 million of stock-based compensation expense due to the acceleration of awards for certain SomaLogic executives in connection with the Merger. Restricted Stock Units
|  | Number of Units (in thousands) |  |  | Weighted-Average Grant Date Fair Value per Unit |
Balance at December 31, 2023 |  |  | 6,933 |  |  | $ | 2.46 |
Assumed through acquisition |  |  | 2,970 |  |  |  | 2.00 |
Granted |  |  | 10,850 |  |  |  | 2.20 |
Vested |  |  | (5,332 | ) |  |  | 2.29 |
Forfeited |  |  | (2,032 | ) |  |  | 2.28 |
Balance at December 31, 2024 |  |  | 13,389 |  |  | $ | 2.24 |
As of December 31, 2024, the unrecognized stock-based compensation expense related to outstanding unvested RSUs under the Company’s equity incentive plans was $25.3 million. The Company expects to recognize the expense over a weighted-average period of 2.9 years. Stock Options
|  | Number of Options (in thousands) |  |  | Weighted-Average Exercise Price per Option |  |  | Weighted- Average Remaining Contractual Life (in years) |  |  | Aggregate Intrinsic Value (1) (in thousands) |
Balance at December 31, 2023 |  |  | 9,294 |  |  | $ | 3.62 |  |  |  | 8.5 |  |  |  |
Assumed through acquisition |  |  | 28,184 |  |  |  | 4.80 |  |  |  |  |  |  |
Granted |  |  | 6,697 |  |  |  | 2.50 |  |  |  |  |  |  |
Exercised |  |  | (715 | ) |  |  | 2.07 |  |  |  |  |  |  |
Cancelled |  |  | (4,247 | ) |  |  | 3.88 |  |  |  |  |  |  |
Balance at December 31, 2024 |  |  | 39,213 |  |  | $ | 4.28 |  |  |  | 5.9 |  |  | $ | 2.75 |
Vested at December 31, 2024 |  |  | 28,594 |  |  | $ | 4.76 |  |  |  | 5.0 |  |  | $ | 2.75 |
Unvested options at December 31, 2024 |  |  | 10,619 |  |  | $ | 3.10 |  |  |  | 8.6 |  |  | $ | — |
(1) Aggregate intrinsic value as of December 31, 2024 was calculated as the difference between the closing price per share of the Company’s common stock on The Nasdaq Global Select Market on December 31, 2024, which was $1.75, and the exercise price of the options, multiplied by the number of in-the-money options. The total intrinsic value of options exercised was $0.6 million during the year ended December 31, 2024, and was immaterial during the years ended December 31, 2023 and 2022. The total intrinsic value of options vested was immaterial during the year ended December 31, 2024, and was $0.1 million and zero during the years ended December 31, 2023 and 2022, respectively. As of December 31, 2024, the unrecognized stock-based compensation expense related to outstanding unvested options under the Company’s equity incentive plans was $19.3 million. The Company expects to recognize the expense over a weighted-average period of 2.3 years. The weighted average assumptions used to estimate the fair value of options granted were as follows:
|  | Year Ended December 31, |
|  | 2024 |  |  | 2023 |  |  | 2022 |
Stock options |  |  |  |  |  |  |  |  |
Weighted average expected volatility |  |  | 89.0 | % |  |  | 97.1 | % |  |  | 91.8 | %
Weighted average expected term |  | 6.6 years |  |  | 4.7 years |  |  | 4.3 years |
Weighted average risk-free interest rate |  |  | 4.4 | % |  |  | 3.9 | % |  |  | 2.6 | %
Dividend yield |  |  | — |  |  |  | — |  |  |  | — |
Weighted-average fair value per share |  | $ | 1.96 |  |  | $ | 1.49 |  |  | $ | 2.21 |
Expected Term—The expected term of options granted represents the period of time that the options are expected to be outstanding and is derived by analyzing historical exercise behavior. Expected Volatility—The estimated volatility was based on the historical volatility of the common stock of the Company. Risk-Free Interest Rate—The risk-free interest rate is the implied yield in effect at the time of the option grant based on U.S. Treasury securities with contract maturities similar to the expected term of the Company’s stock options. Dividend Rate—The Company has not paid any cash dividends on common stock since inception and does not anticipate paying any dividends in the foreseeable future. Consequently, an expected dividend yield of zero was used. Performance-based Awards In July 2023, the Company granted performance-based restricted stock units to certain executive officers that would vest based upon the achievement of specified revenue and EBITDA targets for the twelve months ended December 31, 2023, and the executive’s continued employment with the Company. Stock-based compensation expense is being recognized over the requisite service period, as it is deemed probable the Company will satisfy the performance measures. Certain of the specified revenue and EBITDA targets were met and the PSUs vested and were released from restriction in April 2024. Activity under the performance-based awards was as follows:
|  | Number of Units (in thousands) |  |  | Weighted-Average Grant Date Fair Value per Unit |
Balance at December 31, 2023 |  |  | 309 |  |  | $ | 2.42 |
PSU granted |  |  | 100 |  |  |  | 2.25 |
Performance adjustment |  |  | (26 | ) |  |  | 2.42 |
PSU released |  |  | (383 | ) |  |  | 2.38 |
Balance at December 31, 2024 |  |  | — |  |  | $ | — |
Stock-based Compensation Expense Stock-based compensation expense is reported in the Company's consolidated statements of operations as follows (in thousands):
|  | Year Ended December 31, |
|  | 2024 |  |  | 2023 |  |  | 2022 |
Cost of product revenue |  | $ | 732 |  |  | $ | 652 |  |  | $ | 511 |
Cost of services revenue |  |  | 648 |  |  |  | 159 |  |  |  | 81 |
Cost of collaboration and other revenue |  |  | 3 |  |  |  | — |  |  |  | — |
Research and development expense |  |  | 5,827 |  |  |  | 1,671 |  |  |  | 2,481 |
Selling, general and administrative expense |  |  | 24,522 |  |  |  | 10,641 |  |  |  | 11,807 |
Total stock-based compensation expense |  | $ | 31,732 |  |  | $ | 13,123 |  |  | $ | 14,880 |

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