STANDARD BIOTOOLS INC. 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Index to Consolidated Financial Statements Page Report of Independent Registered Public Accounting Firm (PCAOB ID 238 ) 62 Consolidated Balance Sheets as of December 31, 202 2 and 202 1 64 Consolidated Statements of Operations for the years ended December 31, 2022 and 202 1 66 Consolidated Statements of Comprehensive Loss for the years ended December 31, 2022 and 202 1 67 Consolidated Statements of Stockholders' Equity (Deficit) for the years ended December 31, 2022 and 2021 68 Consolidated Statements of Cash Flows for the years ended December 31, 2022 and 2021 69 Notes to Consolidated Financial Statements 70 61 Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of Standard BioTools Inc. Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the consolidated financial statements, including the related notes, of Standard BioTools Inc. and its subsidiaries (the “Company”) as listed in the accompanying index (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO. Basis for Opinions The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that 62 controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Critical Audit Matters The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Series B Redeemable Preferred Stock As described in Note 3 to the consolidated financial statements, as of December 31, 2022 the Company has recorded $311.3 million in Series B Preferred Stock, classified as mezzanine equity, at its fair value upon issuance, net of any issuance costs. The fair value of the Series B Redeemable Preferred Stock, which included a $60.1 million and $13.7 million loss on forward sale of preferred stock and loss on bridge loans, respectively, was determined by management using a Monte Carlo Simulation which relies on significant assumptions regarding the Company’s estimated yield and estimated term. The principal considerations for our determination that performing procedures relating to the Series B Redeemable Preferred Stock is a critical audit matter are (i) the significant judgment by management in determining the mezzanine equity accounting classification and in developing the fair value estimate of these shares; (ii) a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating management’s determination of the mezzanine equity accounting classification and significant assumptions related to estimated yield and estimated term; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls over management’s determination of the mezzanine equity accounting classification and controls relating to the valuation of Series B Redeemable Preferred Stock, including controls over the Company’s methods, significant assumptions, and data. These procedures also included, among others, (i) evaluating management’s determination of the mezzanine equity accounting classification, (ii) the involvement of professionals with specialized skill and knowledge to assist in developing an independent range of fair value outcomes for a Monte Carlo Simulation, and (iii) comparing the independent range of fair value outcomes to management’s estimate to evaluate the reasonableness of management’s estimate. Developing the independent range of fair value outcomes involved (i) testing the completeness and accuracy of data used in the Monte Carlo Simulation by comparing the data to an independent third-party source, and (ii) professionals with specialized skill and knowledge were used to assist in evaluating the reasonableness of significant assumptions related to estimated yield and estimated term. /s/ PricewaterhouseCoopers LLP San Jose, California March 14, 2023 We have served as the Company’s auditor since 2015. 63 STANDARD BIOTOOLS INC. CONSOLIDATED BALANCE SHEETS (In thousands, except per share amounts) December 31, 2022 2021 ASSETS Current assets: Cash and cash equivalents $ 81,309 $ 28,451 Short-term investments 84,475 — Accounts receivable (net of allowances of $ 592 and $ 356 at December 31, 2022 and 2021, respectively) 17,280 18,320 Inventories, net 21,473 20,825 Prepaid expenses and other current assets 4,278 4,470 Total current assets 208,815 72,066 Property and equipment, net 25,652 28,034 Operating lease right-of-use asset, net 33,883 37,119 Other non-current assets 3,109 3,689 Developed technology, net 12,600 27,927 Goodwill 106,251 106,379 Total assets $ 390,310 $ 275,214 LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY (DEFICIT) Current liabilities: Accounts payable $ 7,914 $ 10,602 Accrued compensation and related benefits 9,153 4,920 Operating lease liabilities, current 3,682 3,053 Deferred revenue, current 10,792 11,947 Deferred grant income, current 3,644 3,535 Other accrued liabilities 6,175 8,673 Advances under revolving credit agreement, current — 6,838 Term loan, current 2,083 — Total current liabilities 43,443 49,568 Convertible notes, net 54,615 54,160 Term loan, non-current 8,194 10,049 Deferred tax liability 1,055 4,329 Operating lease liabilities, non-current 34,081 37,548 Deferred revenue, non-current 3,816 5,966 Deferred grant income, non-current 14,359 18,116 Other non-current liabilities 961 882 Total liabilities 160,524 180,618 Commitments and contingencies (Note 17) Mezzanine equity: Redeemable preferred stock: $ 0.001 par value ; 256 a nd no shares authorized, issued, and outstanding at December 31, 2022 and 2021, respectively; aggregate liquidation preference of $ 255,559 and $ — as of December 31, 2022 and 2021, respectively 311,253 — Stockholders’ equity (deficit): Preferred stock: $ 0.001 par value, 9,744 and 10,000 shares authorized at December 31, 2022, and 2021, respectively; no shares issued and outstanding at either December 31, 2022 or 2021, respectively — — 64 Common stock: $ 0.001 par value, 400,000 and 200,000 shares authorized at December 31, 2022 and 2021, respectively; 79,904 and 76,919 shares issued at December 31, 2022 and 2021, respectively; 79,482 and 76,919 shares outstanding at December 31, 2022 and 2021, respectively 80 77 Additional paid-in capital 847,008 831,424 Accumulated other comprehensive loss ( 1,896 ) ( 907 ) Accumulated deficit ( 926,096 ) ( 735,998 ) Treasury stock at cost: 422 and no shares at December 31, 2022 and 2021, respectively ( 563 ) — Total stockholders’ equity (deficit) ( 81,467 ) 94,596 Total liabilities, mezzanine equity, and stockholders’ equity (deficit) $ 390,310 $ 275,214 See accompanying notes 65 STANDARD BIOTOOLS INC. CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share amounts) Year Ended December 31, 2022 2021 Revenue: Product revenue $ 72,454 $ 100,376 Service revenue 23,712 25,917 Development revenue 818 2,559 Other revenue 964 1,729 Total revenue 97,948 130,581 Costs and expenses: Cost of product revenue 52,555 53,315 Cost of service revenue 8,342 7,893 Research and development 38,498 37,944 Selling, general and administrative 114,758 98,888 Total costs and expenses 214,153 198,040 Loss from operations ( 116,205 ) ( 67,459 ) Interest expense ( 4,331 ) ( 3,823 ) Loss on forward sale of Series B Preferred Stock ( 60,081 ) — Loss on bridge loans ( 13,719 ) — Surplus funding from NIH Contract 153 7,140 Other income, net 1,255 482 Loss before income taxes ( 192,928 ) ( 63,660 ) Income tax benefit 2,830 4,423 Net loss $ ( 190,098 ) $ ( 59,237 ) Net loss per share, basic and diluted $ ( 2.43 ) $ ( 0.78 ) Shares used in computing net loss per share, basic and diluted 78,305 75,786 See accompanying notes 66 STANDARD BIOTOOLS INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (In thousands) Year Ended December 31, 2022 2021 Net loss $ ( 190,098 ) $ ( 59,237 ) Other comprehensive loss, net of tax Foreign currency translation adjustment ( 487 ) ( 1,019 ) Net change in unrealized loss on investments ( 502 ) — Other comprehensive loss, net of tax ( 989 ) ( 1,019 ) Comprehensive loss $ ( 191,087 ) $ ( 60,256 ) See accompanying notes 67 STANDARD BIOTOOLS INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) (In thousands) Common Stock Additional Paid-in Capital Ac cum. Other Comp. Inc. (Loss) Accum. Deficit Treasury Stock Total Stock- holders’ Equity (Deficit) Shares Amount Shares Amount Balance as of December 31, 2020 74,543 $ 75 $ 815,624 $ 112 $ ( 676,761 ) — $ — $ 139,050 Issuance of restricted stock, net of shares withheld for taxes 2,047 2 ( 1,795 ) — — — — ( 1,793 ) Issuance of common stock under ESPP 292 — 1,285 — — — — 1,285 Issuance of common stock from option exercises 37 — 209 — — — — 209 Stock-based compensation expense — — 16,101 — — — — 16,101 Net loss — — — — ( 59,237 ) — — ( 59,237 ) Other comprehensive loss, net of taxes — — — ( 1,019 ) — — — ( 1,019 ) Balance as of December 31, 2021 76,919 77 831,424 ( 907 ) ( 735,998 ) — — 94,596 Issuance of restricted stock, net of shares withheld for taxes 2,373 2 ( 213 ) — — — — ( 211 ) Issuance of common stock under ESPP 583 1 819 — — — — 820 Issuance of common stock from option exercises 29 — 98 — — — — 98 Stock-based compensation expense — — 14,880 — — — — 14,880 Repurchase of common stock — — — — — ( 422 ) ( 563 ) ( 563 ) Net loss — — — — ( 190,098 ) — — ( 190,098 ) Other comprehensive loss, net of tax — — — ( 989 ) — — — ( 989 ) Balance as of December 31, 2022 79,904 $ 80 $ 847,008 $ ( 1,896 ) $ ( 926,096 ) ( 422 ) $ ( 563 ) $ ( 81,467 ) See accompanying notes 68 STANDARD BIOTOOLS INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) Year Ended December 31, 2022 2021 Operating activities Net loss $ ( 190,098 ) $ ( 59,237 ) Adjustments to reconcile net loss to net cash used in operating activities: Loss on forward sale of Series B Preferred Stock 60,081 — Loss on bridge loans 13,719 — Stock-based compensation expense 14,880 16,101 Amortization of developed technology 11,528 11,918 Depreciation and amortization 3,499 3,653 Provision for excess and obsolete inventory 7,874 2,293 Impairment of InstruNor developed technology intangible 3,526 — Amortization of debt discounts, premiums and issuance costs 830 624 Other non-cash items 273 520 Changes in assets and liabilities: Accounts receivable, net 1,063 6,729 Inventories ( 8,470 ) ( 4,782 ) Prepaid expenses and other assets 33 ( 436 ) Accounts payable ( 2,776 ) 1,281 Accrued compensation and related benefits 4,113 ( 8,721 ) Deferred revenue ( 3,467 ) ( 3,208 ) Other liabilities ( 5,978 ) ( 10,796 ) Net cash used in operating activities ( 89,370 ) ( 44,061 ) Investing activities Purchases of short-term investments ( 137,302 ) — Proceeds from NIH Contract — 1,318 Proceeds from sales and maturities of investments 53,000 — Purchases of property and equipment, net ( 3,825 ) ( 13,264 ) Net cash used in investing activities ( 88,127 ) ( 11,946 ) Financing activities Proceeds from bridge loans 25,000 — Proceeds from issuance of Series B Preferred Stock 225,000 — Proceeds from advances under revolving line of credit — 6,838 Proceeds from term loan — 10,000 Repayment of advances under revolving line of credit ( 6,838 ) — Repurchase of common stock ( 563 ) — Repayment of long-term debt — ( 501 ) Payments of debt and equity issuance costs ( 12,547 ) ( 79 ) Proceeds from ESPP issuance and exercise of stock options 917 1,494 Payments for taxes related to net share settlement of equity awards and other ( 211 ) ( 1,793 ) Net cash provided by financing activities 230,758 15,959 Effect of foreign exchange rate fluctuations on cash and cash equivalents ( 404 ) ( 21 ) Net increase (decrease) in cash, cash equivalents and restricted cash 52,857 ( 40,069 ) Cash and cash equivalents and restricted cash at beginning of period 29,467 69,536 Cash and cash equivalents and restricted cash at end of period $ 82,324 $ 29,467 Supplemental disclosures of cash flow information Cash paid for interest $ 3,493 $ 3,149 Cash paid for income taxes, net of refunds $ 309 $ 2,085 Non-cash right-of-use assets and lease liabilities $ 651 $ ( 2,435 ) Asset retirement obligations $ 718 $ 710 See accompanying notes 69 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2022 1. Description of Business Standard BioTools Inc. (Standard BioTools, the Company, we, our or us) is driven by a bold vision – unleashing tools to accelerate breakthroughs in human health. We have an established portfolio of essential, standardized next-generation technologies that help biomedical researchers develop medicines faster and better. As a leading solutions provider, we endeavor to provide reliable and repeatable insights in health and disease using our proprietary mass cytometry and microfluidics technologies, respectively that help transform scientific discoveries into better patient outcomes. Standard BioTools works with leading academic, government, pharmaceutical, biotechnology, plant and animal research, and clinical laboratories worldwide, focusing on the most pressing needs in translational and clinical research, including oncology, immunology, and immunotherapy. The Company, formerly known as Fluidigm Corporation, changed its name to Standard BioTools Inc. in April 2022, following the completion of the Private Placement Issuance (as defined and discussed in Note 3). The Company was founded in 1999 and is headquartered in South San Francisco, California. 2. Summary of Significant Accounting Policies Basis of Presentation and Consolidation The consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (U.S. GAAP) and include the accounts of our wholly owned subsidiaries. As of December 31, 2022, we had wholly owned subsidiaries in Singapore, Canada, the Netherlands, Japan, France, Italy, the United Kingdom, China, Germany and Norway. All subsidiaries, except for Singapore, use their local currency as their functional currency. The Singapore subsidiary uses the U.S. dollar as its functional currency. All intercompany transactions and balances have been eliminated in consolidation. Certain prior period amounts in the consolidated statements of cash flow were reclassified to conform to the current period presentation. These reclassifications were immaterial and did not affect prior period total operating, investing or financing activities. Use of Estimates The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We base our estimates on historical experience, the current economic environment and on various other assumptions believed to be reasonable, which together form the basis for making judgments about the carrying values of assets and liabilities. The full extent to which the COVID-19 pandemic impacts our business, results of operations and financial condition will depend on numerous evolving factors including, but not limited to, the magnitude and duration of the pandemic, the extent to which it will impact worldwide macroeconomic conditions, including the speed of recovery, and governmental and business reactions to the pandemic. We assessed certain accounting matters that generally require consideration of forecasted financial information, including the impact of COVID-19 related supply chain shortages, the war in Ukraine, and inflation. These accounting matters included but were not limited to inventory and related reserves and the carrying value of goodwill and other long-lived assets. We also use significant judgment in determining the fair value of financial instruments, including debt and equity instruments. Actual results could differ materially from these estimates and could have a material adverse effect on our consolidated financial statements. Foreign Currency Assets and liabilities of non-U.S. subsidiaries that use their local currency as their functional currency are translated into U.S. dollars at exchange rates in effect on the balance sheet date. Income and expense accounts are translated at monthly average exchange rates during the year. The adjustments resulting from the foreign currency translations are recorded in accumulated other comprehensive loss, a separate component of stockholders’ equity (deficit). 70 Revenue Recognition We generate revenue primarily from the sale of our products and services. Product revenue is derived from the sale of instruments and consumables, including IFCs, assays and reagents. Service revenue is derived from the sale of instrument service contracts, repairs, installation, training and other specialized product support services. We also generate revenue from product development agreements, license and royalty agreements, and grants. Revenue is reported net of any sales, use and value-added taxes we collect from customers as required by government authorities. Research and development cost includes costs associated with development and grant revenue. We recognize revenue based on the amount of consideration we expect to receive in exchange for the goods and services we transfer to the customer. Our commercial arrangements typically include multiple distinct products and services, and we allocate revenue to these performance obligations based on their relative standalone selling prices. Standalone selling prices (SSP) are generally determined using observable data from recent transactions. In cases where sufficient data is not available, we estimate a product’s SSP using a cost plus a margin approach or by applying a discount to the product’s list price. Product Revenue We recognize product revenue at the point in time when control of the goods passes to the customer, and we have an enforceable right to payment. This generally occurs either when the product is shipped from one of our facilities or when it arrives at the customer’s facility, based on the contractual terms. Customers do not have a unilateral right to return products after delivery. Invoices are generally issued at shipment or in advance of service and become due in 30 to 60 days. We sometimes perform shipping and handling activities after control of the product passes to the customer. We have made an accounting policy election to account for these activities as product fulfillment activities rather than as separate performance obligations. Service Revenue We recognize revenue from repairs, maintenance, installation, training and other specialized product support services at the point in time the work is completed. Installation and training services are generally billed in advance of service. Repairs and other services are generally billed at the point the work is completed. Revenue associated with instrument service contracts is recognized on a straight-line basis over the life of the agreement, which is generally one to three years . We believe this time-elapsed approach is appropriate for service contracts because we provide services on demand throughout the term of the agreement. Invoices are generally issued in advance of service on a monthly, quarterly, annual or multi-year basis. Payments made in advance of service are reported on our consolidated balance sheet as deferred revenue. Development Revenue We have entered and may continue to enter into development agreements with third parties that provide for up-front and periodic milestone payments. Our development agreements may include more than one performance obligation. At the inception of the contract, we assess whether each obligation represents a separate performance obligation or whether such obligations should be combined as a single performance obligation. The transaction price for each development agreement is determined based on the amount of consideration we expect to be entitled to for satisfying all performance obligations within the agreement. We assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue. In arrangements where we satisfy performance obligation(s) over time, we recognize development revenue using an input method that determines the extent of our progress toward completion by comparing the actual costs incurred to the total expected cost. As part of the accounting for these arrangements, we develop estimates and assumptions that require judgment to determine the transaction price and progress towards completion. We review these estimates at the end of each reporting period using the best available information, revise the estimates as necessary, and recognize revenue commensurate with our progress toward completion. We may also generate revenue from development or collaboration agreements that do not include upfront or milestone-based payments. For these types of arrangements, we generally recognize revenue over time as the development services are provided. 71 Other Revenue Other revenue consists of license and royalty revenue and grant revenue. We recognize revenue from license agreements when the license is transferred to the customer and the customer is able to use and benefit from the license. For contracts that include sales-based royalties, we recognize revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied. We receive grants from various entities to perform research and development activities over contractually defined periods. Grant revenue is not accounted for under ASC 606 Revenue from Contracts with Customers, as the grant agreement is not with a custome r. As there is no authoritative U.S. GAAP guidance for grants awarded to for-profit entities, we have applied the guidance in ASC 958 Not-for-Profit Entities by analogy. R evenue is generally recognized provided that the conditions under which the grants were p rovided have been met and any remaining performance obligations are perfunctory. Significant Judgments Applying the revenue recognition practices discussed above often requires significant judgment. Significant judgment is required when interpreting commercial terms in sales agreements and determining when control of goods and services passes to the customer. Judgment is also required when identifying performance obligations, estimating SSP and allocating purchase consideration in agreements that include multiple performance obligations. Any material changes created by errors in judgment could have a material effect on our operating results and overall financial condition. Cash and Cash Equivalents We consider all highly liquid financial instruments with maturities at the time of purchase of three months or less to be cash equivalents. Cash and cash equivalents may consist of cash on deposit with banks, and money market funds. Investments Short-term investments are comprised of U.S treasury securities that mature within one year. All investments are recorded at estimated fair value. Any unrealized gains and losses from investments are reported in accumulated other comprehensive loss, a separate component of stockholders’ equity (deficit). We evaluate our investments to assess whether investments with unrealized loss positions are other-than-temporarily impaired. An investment is considered to be other-than-temporarily impaired if the impairment is related to deterioration in credit risk or if it is likely that we will sell the securities before the recovery of their cost basis. No investment has been assessed as other than temporarily impaired. The cost of securities sold, or the amount reclassified out of accumulated other comprehensive income into earnings is based on the specific-identification method. Accounts Receivable, net Trade accounts receivable are recorded at net invoice value. We review our exposure to accounts receivable and provide allowances of specific amounts if collectability is no longer reasonably assured based on historical experience and specific customer collection issues. We evaluate such allowances on a regular basis and adjust them as needed. Concentrations of Business and Credit Risk Financial instruments that potentially subject us to credit risk consist of cash, cash equivalents, investments, and accounts receivable. Our cash, cash equivalents, and investments may consist of deposits held with banks, money market funds, and other highly liquid investments that may at times exceed federally insured limits. Cash equivalents and investments are financial instruments that potentially subject us to concentrations of risk. Under our investment policy, we invest exclusively in securities issued by the U.S. government or U.S. government agencies, or in government money-market funds. The goals of our investment policy, in order of priority, are to: preserve capital, meet liquidity needs, and optimize returns. We generally do not require collateral to support credit sales. To reduce credit risk, we perform credit evaluations of our customers. One genomics customer accounted for both 11 % of total revenue for the year ended December 31, 2022 and 16 % of outstanding net trade receivables at December 31, 2022. No customer represented more than 10% of total revenue for 2021 and no customer represented more than 10% of outstanding net trade receivables at December 31, 2021. Our products include components that are currently procured from a single source or a limited number of sources . We believe that other vendors would be able to provide similar components; however, the qualification of such vendors may require 72 start-up time. In order to mitigate any adverse impacts from a disruption of supply, we attempt to maintain an adequate supply of critical limited-source components. Inventories, net Inventories are stated at the lower of cost (on a first-in, first-out basis) or net realizable value. Inventory costs include direct materials, direct labor, and normal manufacturing overhead. We regularly review inventory for excess and obsolete products and components. Significant judgment is required in determining provisions for slow-moving, excess, and obsolete inventories which are recorded when required to reduce inventory values to their estimated net realizable values based on product life cycle, development plans, product expiration, discontinuance of product lines, and quality issues. Property and Equipment, net Property and equipment, including leasehold improvements, are stated at cost less accumulated depreciation. Accumulated depreciation is calculated using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the estimated useful lives of the assets or the remaining term of the lease, whichever is shorter. The estimated useful lives of our property and equipment are generally as follows: computer equipment and software, three to four years ; laboratory and manufacturing equipment, two to seven years ; and office furniture and fixtures, five years . Depreciation expense was $ 2.8 million in both 2022 and 2021. Leases We determine if an arrangement is a lease, or contains a lease, at the inception of the arrangement. Operating leases are reflected in operating lease right-of-use (ROU) assets and operating lease liabilities in our consolidated balance sheets. ROU assets represent our right-to-use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets, and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we generally use our incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a term similar to the lease arrangement. Significant judgment is required in determining the incremental collateralized borrowing rate. Lease expense is recognized on a straight-line basis over the lease term. Sublease income from an operating lease is recognized on a straight-line basis over the sublease term. See Note 10 Leases for additional information. We elected the short-term lease recognition exemption for all leases that qualify. For those leases that qualify, we will not recognize ROU assets or lease liabilities for leases with an initial lease term of one year or less. We also elected not to separate lease and nonlease components for our building leases. The nonlease components are generally variable in nature and are expected to represent most of our variable lease costs. Variable costs are expensed as incurred. We have taken a portfolio approach for our vehicle leases by country. Business Combinations, Goodwill, Intangible Assets and Other Long-Lived Assets We have comp leted acquisitions of businesses in the past and may acquire additional businesses or technologies in the future. The results of businesses acquired in a business combination are included in our consolidated financial statements from the date of acquisition. We allocate the purchase price, which is the sum of the consideration provided in a business combination, to the identifiable assets and liabilities of the acquired business at their acquisition date fair values. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates, including the selection of valuation methodologies and estimates of future revenue. Goodwill, which has an indefinite useful life, represents the excess of cost over fair value of net assets acquired. Our intangible assets include developed technology, patents and licenses. The cost of identifiable intangible assets with finite lives is generally amortized on a straight-line basis over the assets’ respective estimated useful lives. Judgment is needed to assess the factors that could indicate an impairment of intangible assets. Goodwill and intangible assets with indefinite lives are not subject to amortization but are tested for impairment on an annual basis during the fourth quarter or whenever events or changes in circumstances indicate the carrying amount of these assets may not be recoverable. Events or changes in circumstances that could affect the likelihood that we will be required to recognize an impairment charge include, but are not limited to, declines in our stock price or market capitalization, economic downturns and other macroeconomic events, declines in our market share or revenues, or significant litigation. Any impairment 73 charges could have a material adverse effect on our operating results and net asset value in the period in which we recognize the impairment charge. In evaluating our goodwill and intangible assets with indefinite lives for indications of impairment, we first conduct an assessment of qualitative factors to determine whether it is more likely than not that the fair value of each of our reporting units is less than its carrying amount. If we determine that it is more likely than not that the fair value of each of our reporting units is less than its carrying amount, we compare the fair value of each of our reporting units to its carrying value. If the fair value of each of our reporting units exceeds its carrying value, goodwill is not considered impaired, and no further analysis is required. If the carrying value of each of our reporting units exceeds its fair value, then an impairment loss equal to the difference would be recorded to goodwill. We evaluate our long-lived assets, including finite-lived intangibles, for indicators of possible impairment when events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. If any indicator of impairment exists, we assess the recoverability of the affected long-lived assets by determining whether the carrying value of the asset can be recovered through undiscounted future operating cash flows. If impairment is indicated, we estimate the asset’s fair value using future discounted cash flows associated with the use of the asset and adjust the carrying value of the asset accordingly. Bridge Loans The $ 25 million Bridge Loans (as described in Note 3) were recorded at fair value at inception in January 2022. The Company elected to use the fair value option under Accounting Standards Codification (ASC) 825 Financial Instruments and recorded the change in fair value from inception to the April 4, 2022 closing date of the Private Placement Issuance (see Note 3), when the Bridge Loans automatically converted into shares of Series B Redeemable Preferred Stock, as a non-operating loss on Bridge Loans in the consolidated statement of operations. Upon conversion, the carrying value of the Bridge Loans, including accrued interest to the date of the conversion was reclassified to Series B Redeemable Preferred Stock. D ebt issuance costs were expensed as incurred. Series B Redeemable Preferred Stock The Pur chase Agreements (as described in Note 3) for the issuance of shares of Series B Redeemable Preferred Stock were accounted for as forward sales contracts at fair value in accordance with ASC 480 Distinguishing Liabilities from Equities. The Series B Redeemable Preferred Stock was classified as mezzanine equity and recorded at fair value upon issuance, net of issuance costs, due to its redemption features that are outside of the Company’s control. Mezzanine equity is presented separately on the consolidated balance sheets between liabilities and shareholders’ equity because it shares characteristics of both. See Note 3 for additional information. Restructuring and Other Related Costs We record liabilities for costs associated with exit or disposal activities in the period in which the liability is incurred. Costs for involuntary separation programs are recorded when management has approved the plan for separation, the employees are identified and made aware of the benefits they are entitled to, it is unlikely that the plan will change significantly, and if applicable, any required governmental notification is made. Costs associated with benefits that are contingent on the employee continuing to provide service are recognized over the required service period. We record costs to implement business improvement programs, including external consulting and legal expenses, as they are incurred. Deferred Grant Income Proceeds from the NIH Contract have been principally recorded as capital expenditures and to offset applicable operating costs. The non-operating income recognized from the grant proceeds received in excess of the amounts spent for capital expenditures and operating expenses is reflected on the consolidated statement of operations as surplus funding from the NIH contract. The NIH Contract met the definition of grants related to assets as the primary purpose for the payments was to fund the purchase and construction of capital assets to scale up production capacity. We elected to record the grants received as deferred income in accordance with International Accounting Standards (IAS) 20. Deferred grant income related to production capacity expansion is being amortized for the related assets as a reduction of depreciation expense. 74 Term Loan, net The term loan is recorded at its carrying value, which includes the outstanding principal amount and the cumulative accreted final payment, less unamortized debt issuance costs. Amortization of the debt issuance costs and accretion of the final payment are reflected in interest expense. The final payment is being accreted to the carrying value of the term loan through the expected maturity of July 1, 2025 using the effective interest method. Debt issuance costs were recorded as an offset to the carrying value of the loan and are amortized over the expected term also using the effective interest method. The total carrying value of the term loan is $ 10.3 million at December 31, 2022 and the principal debt repayments scheduled to be made in 2023 of $ 2.1 million are reported as current liabilities in the consolidated balance sheet. Convertible Notes, net We record the 2014 Notes and 2019 Notes (as described in Note 9) at their carrying values of $ 0.6 million and $ 54.0 million, respectively as at December 31, 2022, which includes their principal amounts plus accrued and unpaid interest. Offering-related costs, including underwriting costs, on the 2014 Notes and 2019 Notes were capitalized as debt issuance costs, recorded as an offset to the carrying value of the related Notes, and are amortized over the expected term of the related Notes using the effective interest method. Treasury Stock We use the cost method to account for the repurchases of our common stock in accordance with ASC 505-30, Equity-Treasury Stock. The direct costs associated with settled share repurchases, including trading commissions, are reported as treasury stock in the shareholders’ equity (deficit) section of our consolidated balance sheet. Fair Value of Financial Instruments Our financial instruments consist primarily of cash and cash equivalents, restricted cash, short-term investments, accounts receivable, accounts payable, advances on our revolving credit agreement, term loan advances and convertible notes. Our cash equivalents, restricted cash, accounts receivable, accounts payable and advances under our revolving credit agreement generally have short maturity or payment periods. Accordingly, their carrying values approximated their fair values at December 31, 2022 and 2021. Our short-term investments consist of U.S. treasury securities that are classified as available-for-sale and reported at fair value on our balance sheet. The convertible notes and term loan are presented at their net carrying values. As a basis for computing fair value, we follow a three-tier value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level I: observable inputs such as quoted prices in active markets; Level II: inputs other than quoted prices in active markets that are observable either directly or indirectly; and Level III: unobservable inputs for which there is little or no market data, which requires us to develop our own assumptions. This hierarchy requires us to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. Our cash equivalents, which include money market funds, and our short-term investments a re classified as Level I because they are valued using quoted market prices. Our convertible notes are not regularly traded, and it is difficult to estimate a reliable and accurate market price for these securities. The estimated fair values of these securities represent Level III valuations since a fair value for these securities cannot be determined by using readily observable inputs or measures, such as market prices. Fair values were estimated using pricing models and risk-adjusted value ranges. The estimated fair value of our term loan also represents a Level III valuation since the value cannot be determined by using readily observable inputs or measures, such as market prices. The fair value of our term loan was estimated using a discounted cash flows approach and current market interest rate data for similar loans. Research and Development We recognize research and development expenses in the period incurred. Research and development (R&D) expenses generally consist of personnel costs, independent contractor costs, prototype and materials expenses, allocated facilities and information technology expenses, and related overhead expenses. 75 Advertising Costs We expense advertising costs as incurred. We incurred advertising costs of $ 3.9 million and $ 3.4 million during 2022 and 2021, respectively. Stock-Based Compensation We recognize compensation costs for all stock-based awards, including stock options, Restricted Share Units (RSUs), Performance Share Units (PSUs) and stock purchased under our Employee Share Purchase Plan (ESPP), based on the grant date fair value of the award. We recognize stock-based compensation expense on a straight-line basis over the requisite service periods for non-performance-based awards. For RSUs, fair value is measured based on the closing fair market value of our common stock on the date of grant. For PSUs with a market condition, we use a Monte Carlo simulation pricing model to incorporate the market condition effects at our grant date. The Monte Carlo pricing model requires inputs which are subjective and generally requires judgment by us. For PSUs with performance conditions, stock-based compensation expense is recognized over the requisite service period when the achievement of each individual performance goal becomes probable. The fair value of options and stock purchases under ESPP on the grant date is estimated using the Black-Scholes option-pricing model, which requires the use of certain subjective assumptions, including expected term, volatility, risk-free interest rate and the fair value of our common stock. These assumptions generally require judgment. We determine the expected volatility based on our historical stock price volatility generally commensurate with the estimated expected term of the stock awards. The expected term of an award is based on historical forfeiture experience, exercise activity, and the terms and conditions of the stock awards. The risk-free interest rate is based on the U.S. Treasury yield in effect at the time of grant for zero coupon U.S. Treasury notes with maturities approximately equal to each grant’s expected term. We account for forfeitures as they occur. Income Taxes We use the asset and liability method to account for income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are provided when the expected realization of deferred tax assets does not meet a “more likely than not” criterion. We make estimates and judgments about our future taxable income that are based on assumptions that are consistent with our plans and estimates. Should the actual amounts differ from our estimates, the amount of our valuation allowance could be materially impacted. Changes in these estimates may result in significant increases or decreases to our tax provision in a period in which such estimates are changed, which in turn would affect net income or loss. We recognize the financial statement effects of a tax position when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. Any interest and penalties related to uncertain tax positions are reflected in the income tax provision. Segment Reporting We have historically operated as a single reportable segment, managed our business operations, and evaluated our financial performance on a consolidated basis until the third quarter of 2022. During the third quarter of 2022, our Chief Executive Officer (CEO), who is our Chief Operating Decision Maker (CODM), instituted the practice of evaluating operating performance and making resource allocation decisions using two reportable segments: mass cytometry and microfluidics. In the fourth quarter of 2022, we began referring to these two segments as proteomics and genomics, respectively. Each segment is identified by its unique portfolio of products. We determine each segment’s loss from operations by subtracting direct expenses, including cost of product and service revenues, R&D expense and sales and marketing expense, from revenues. Amortization, depreciation, and restructuring expense are included in each segment’s operating expenses. Corporate costs, including general and administrative expenses for 76 functions shared by both operating segments such as executive management, human resources and finance, along with interest and taxes, are excluded from each segment’s results, which is consistent with how our CODM measures segment performance. Comprehensive Loss Comprehensive loss is comprised of net loss and other comprehensive income (loss). Other comprehensive loss consists of unrealized gains and losses on our investments and foreign currency translation adjustments. Total comprehensive loss for all periods presented has been disclosed in the consolidated statements of comprehensive loss. Immaterial amounts of unrealized gains and losses are included in the consolidated statement of operations for the years ended December 31, 2022 and 2021. The components of accumulated other comprehensive loss, net of tax, for the years ended December 31, 2022 and 2021 are as follows (in thousands): Foreign Currency Translation Adjustment Unrealized Loss on Investments Accumulated Other Comprehensive Loss Ending balance at December 31, 2021 ( 907 ) — ( 907 ) Change during the year ( 487 ) ( 502 ) ( 989 ) Ending balance at December 31, 2022 $ ( 1,394 ) $ ( 502 ) $ ( 1,896 ) Net Loss per Share Our basic and diluted net loss per share is calculated by dividing net loss by the weighted-average number of shares of common stock outstanding for the period. RSUs, PSUs, and stock options to purchase our common stock are considered to be potentially dilutive common shares but have been excluded from the calculation of diluted net loss per share as their effect is anti-dilutive for all periods presented. The following potentially dilutive common shares were excluded from the computations of diluted net loss per share for the periods presented because including them would have been anti-dilutive (in thousands): December 31, 2022 2021 Stock options, RSUs, and performance stock awards 15,455 7,975 Series B Preferred Stock 75,164 — 2019 Convertible Notes 18,966 18,966 2019 Convertible Notes potential make-whole shares 4,741 1,337 2014 Convertible Notes 10 10 Total 114,336 28,288 The 422,309 common shares we repurchased during the year ended December 31, 2022 have also been excluded from our earnings per share and diluted earnings per share calculations. Recent Accounting Changes and Accounting Pronouncements Adoption of New Accounting Guidance In August 2020, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2020-06 Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The amendment to this ASU reduced the number of accounting models for convertible instruments and allows more contracts to qualify for equity classification, which is expected to result in more convertible instruments being accounted for as a single unit, rather than being bifurcated between debt and equity. The new guidance is effective for fiscal years beginning after December 15, 2021. We adopted ASU 2020-06 effective January 1, 2022. The adoption of ASU 2020-06 did not have an impact on our 2014 Notes and 2019 Notes (each as defined in Note 9). 77 In November 2021, the FASB issued ASU 2021-10 Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance. The amendment was effective for annual periods beginning after December 15, 2021. The amendment established financial disclosure requirements for business entities receiving government assistance that was accounted for by analogizing to a grant or contribution model due to the absence of specific GAAP guidance for such transactions. Entities that receive this type of assistance are required to include the following information in the notes to their financial statements: (1) the nature of the transaction, (2) the significant terms and conditions, (3) the accounting treatment, (4) the line items on the balance sheet and income statement that are affected along with (5) the respective amounts that have been recorded. We adopted ASU 2021-10 effective January 1, 2022. Recent Accounting Pronouncements None. 3. Private Placement Issuance Overview of Transactions On January 23, 2022, we entered into (i) a Loan Agreement (the Casdin Bridge Loan Agreement) with Casdin Private Growth Equity Fund II, L.P. and Casdin Partners Master Fund, L.P. (collectively, Casdin) and (ii) a Loan Agreement (the Viking Bridge Loan Agreement, and together with the Casdin Bridge Loan Agreement, the Bridge Loan Agreements) with Viking Global Opportunities Illiquid Investments Sub-Master LP and Viking Global Opportunities Drawdown (Aggregator) LP (collectively, Viking and, together with Casdin, the Purchasers and each, a Purchaser). Each Bridge Loan Agreement provided for a $ 12.5 million term loan (the Bridge Loans) to the Company. The Bridge Loans were fully drawn on January 24, 2022. The Bridge Loans automatically converted into Series B Preferred Stock, defined below, upon the completion of the Preferred Equity Financ ing, defined below. Also on January 23, 2022, we entered into separate Series B Convertible Preferred Stock Purchase Agreements (the Purchase Agreements) with each of Casdin and Viking pursuant to which at the closing of the transactions contemplated thereby, and on the terms and subject to the conditions set forth therein, including the approval of our stockholders, we issued and sold an aggregate of $ 225 million of convertible preferred stock on April 4, 2022, consisting of: (i) 112,500.00 shares of the Company’s Series B-1 Convertible Preferred Stock, par value $ 0.001 per share (the Series B-1 Preferred Stock), at a purchase price of $ 1,000.00 per share to Casdin; and (ii) 112,500 shares of the Company’s Series B-2 Convertible Preferred Stock, par value $ 0.001 per share (the Series B-2 Preferred Stock, and together with the Series B-1 Preferred Stock, the Series B Preferred Stock or the Series B Redeemable Preferred Stock) at a purchase price of $ 1,000.00 per share to Viking (the Preferred Equity Financing, and together with the issuance of shares of Series B Preferred Stock in connection with the conversion of the Bridge Loans, the Private Placement Issuance). The rights, preferences and privileges of the Series B Preferred Stock are set forth in the Series B-1 Certificate of Designations and Series B-2 Certificate of Designations (collectively, the Series B Certificates of Designations). The Series B Preferred Stock ranks senior to our common stock with respect to dividend rights, redemption rights and rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company. The holders of Series B Preferred Stock are entitled to participate in all dividends declared on our common stock on an as-converted basis, on the terms and subject to the conditions set forth in the Series B Certificates of Designations. Our board of directors called a meeting (Special Meeting) to ask our stockholders to consider, vote upon and approve (i) a proposal to amend our Eighth Amended and Restated Certificate of Incorporation (the Charter) to, among other things, increase the number of shares of common stock, par value $ 0.001 per share, that we are authorized to issue from two hundred million ( 200,000,000 ) shares to four hundred million ( 400,000,000 ) shares and to change the Company’s name to Standard BioTools Inc. (the Charter Amendment Proposal); (ii) a proposal to approve, in accordance with Nasdaq Listing Rule 5635, the issuance of (A) the Series B-1 Preferred Stock and the Series B-2 Preferred Stock pursuant to the Purchase Agreements, (B) the Series B-1 Preferred Stock and the Series B-2 Preferred Stock issuable pursuant to the terms of the Bridge Loan Agreements and (C) the common stock issuable upon the conversion of the Series B Preferred Stock (the Private Placement Issuance Proposal); and (iii) a proposal to adjourn the Special Meeting if the Special Meeting were convened and a quorum were present, but there were not sufficient votes to approve the Charter Amendment Proposal and the Private Placement Issuance Proposal (the Adjournment Proposal, and, together with the Private Placement Issuance Proposal and the Charter Amendment Proposal, the Stockholder Proposals). Each of the Private Placement Issuance Proposal and Charter Amendment Proposal were conditioned on the approval of the other proposal, and neither proposal would take effect unless both were approved by our stockholders. 78 Our stockholders approved the Charter Amendment Proposal and Private Placement Issuance Proposal on April 1, 2022. The Private Placement Issuance closed on April 4, 2022. Upon closing, 225,000 shares of Series B Preferred Stock were issued in accordance with the Purchase Agreements and the Bridge Loans converted into 30,559 shares of Series B Preferred Stock, for a total of 255,559 shares of Series B Preferred Stock. The proceeds of the Private Placement Issuance have been and will be used to fund expenses related to the Private Placement Issuance, as well as working capital, general corporate purposes and potential future merger and acquisition opportunities that we may identify from time to time. Series B Redeemable Preferred Stock Preferred stock is classified as debt, equity or mezzanine equity based on its redemption features. Preferred stock with redemption features outside of the control of the issuer, such as contingent redemption features, is classified as mezzanine equity. We recorded the Series B Preferred Stock classified as mezzanine equity at its fair value upon issuance, net of any issuance costs, on the consolidated balance sheet as of December 31, 2022 because it had features, such as change of control and liquidation preference, which are outside of the Company’s control. Subsequent adjustment of the amount presented within mezzanine equity to its redemption amount is unnecessary as it is not probable that the instrument will become redeemable. Upon closing, the value of the Bridge Loans and the Purchase Agreements, discussed in detail below, were reclassified and included in the carrying value of the Series B Redeemable Preferred Stock. The carrying value of the Series B Redeemable Preferred Stock as of April 4, 2022 was $ 311.3 million and was unchanged as of December 31, 2022. T he components of the carrying value of the Series B Redeemable Preferred Stock are as follows (in thousands): December 31, 2022 Proceeds from Purchase Agreements $ 225,000 Proceeds from Bridge Loans 25,000 Change in fair value of Forward Purchase Agreements 60,081 Change in fair value of Bridge Loans 13,719 Less equity issuance costs ( 12,547 ) Total Series B Redeemable Preferred Stock $ 311,253 The Series B Preferred Stock Certificates of Designations contain several conversion rights, redemption features and other key provisions described below. Holder Voluntary Conversion Rights The Series B Preferred Stock is convertible at the option of the holders thereof at any time into a number of shares of common stock equal to the Conversion Rate (as defined in the Series B Certificates of Designations), which is initially 294.1176 shares of common stock per share of Series B Preferred Stock, in each case subject to certain adjustments and certain limitations on conversion. Issuer Call Provision At any time after the fifth anniversary of the closing of the Private Placement Issuance, if the last reported sale price of the common stock is greater than 250 % of the Conversion Price (as defined in the Series B Certificates of Designations) as of such time for at least 20 consecutive trading days, we may elect to convert all of the outstanding shares of Series B Preferred Stock into shares of common stock. Issuer Redemption Provision After the seventh anniversary of the closing of the Private Placement Issuance, subject to certain conditions, we may, at our option, redeem all of the outstanding shares of Series B Preferred Stock at a redemption price per share of Series B Preferred Stock, payable in cash, equal to the Liquidation Preference (as defined in the Series B Certificates of Designations). Change of Control Provisions If we undergo certain change of control transactions, each holder of outstanding shares of Series B Preferred Stock will have the option, subject to the holder’s right to convert all or a portion of the shares of Series B Preferred Stock held by such 79 holder into common stock, to require us to purchase all or a portion of such holder’s outstanding shares of Series B Preferred Stock that have not been converted into common stock at a purchase price per share of Series B Preferred Stock, payable in cash, equal to the greater of (A) the Liquidation Preference of such share of Series B Preferred Stock, and (B) the amount of cash and/or other assets that such holder would have been entitled to receive if such holder had converted such share of Series B Preferred Stock into common stock immediately prior to the change of control transaction (Change of Control Put). In the event of a change of control in which we are not expected to be the surviving corporation or our common stock will no longer be listed on a U.S. national securities exchange, we will have a right to redeem, subject to the holder’s right to convert into common stock prior to such redemption, all of such holder’s shares of Series B Preferred Stock, or if a holder exercises the Change of Control Put in part, the remainder of such holder’s shares of Series B Preferred Stock, at a redemption price per share payable in cash, equal to the greater of (A) the Liquidation Preference of such share of Series B Preferred Stock, and (B) the amount of cash and/or other assets that the holder would have received if such holder had converted such share of Series B Preferred Stock into common stock immediately prior to the change of control transaction. Liquidation Rights In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, the Series B Preferred Stock has a liquidation preference equal to the greater of (i) the Liquidation Preference (as defined in the Series B Certificates of Designations, currently $ 3.40 ) and (ii ) the amount per share of Series B Preferred Stock that such holder would have received had all holders of Series B Preferred Stock, immediately prior to such voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, converted all shares of Series B Preferred Stock into common stock pursuant to the terms of the Series B Certificates of Designations (without regard to any limitations on conversion contained therein). Series B Convertible Preferred Stock Purchase Agreements The Purchase Agreements for the issuance of 225,000 shares of Series B Preferred Stock for $ 225 million were accounted for as forward sales contracts at fair value in accordance with ASC 480 Distinguishing Liabilities from Equities because the Series B Preferred Stock included certain contingent redemption features which created an obligation for the Company to repurchase its shares. The fair value of the Series B Preferred Stock payable portion of the forward sales contracts was determined using a Monte Carlo Simulation (MCS), which relies on significant assumptions regarding the Company’s estimated yield and estimated term. The MCS analysis used a random-walk process to simulate the value of our common stock and the resulting impact on the value of our Series B Preferred Stock, given the convertibility of the Series B Preferred Stock into cash or our common stock under several scenarios, as well as various provisions discussed above. The fair value of the 225,000 shares of Series B Preferred Stock was determined to be $ 262.8 million as of March 31, 2022 and $ 285.1 million as of April 4, 2022. The $ 22.3 million increase in the fair value of the Series B Preferred Stock from March 31, 2022 to April 4, 2022 was primarily due to the increase in our common stock price from $ 3.59 per share on March 31, 2022 to $ 3.99 per share on April 4, 2022, and it was included in the loss on forward sale of Series B Preferred Stock on the consolidated statement of operations as of December 31, 2022. The $ 60.1 million loss on forward sales of Series B Preferred Stock for the twelve months ended December 31, 2022 reflected the increase in the share price of our common stock from $ 2.84 per share at the inception of the contracts to $ 3.99 per share as of April 4, 2022 and the value of the various conversion rights and key provisions discussed above. Bridge Loans Prior to their conversion, the Bridge Loans bore interest (i) from and including the effective date of the Bridge Loan Agreements to but excluding March 1, 2022, at a rate of 10 % per annum, (ii) from and including March 1, 2022 to but excluding June 1, 2022, at a rate of 12 % per annum, (iii) from and including June 1, 2022 to but excluding September 1, 2022, at a rate of 14 % per annum, and (iv) from and including September 1, 2022 and thereafter, at a rate of 16 % per annum. Interest accrued daily and was payable in kind by adding the accrued interest to the outstanding principal amount. Unless earlier converted, the outstanding principal amount of the Bridge Loans (inclusive of principal and accrued and unpaid interest) was due and payable in cash on the maturity date. The Bridge Loans automatically converted into Series B Preferred Stock upon the closing of the Private Placement Issuance, in accordance with the terms of the Bridge Loan Agreements. The Bridge Loans converted into a number of shares of Series B Preferred Stock equal to (i) the then-outstanding principal amount of the applicable Bridge Loan (including any interest added to the original principal amount thereof) plus accrued and unpaid interest (together, the Conversion Amount) on 80 the Bridge Loans divided by $ 1,000.00 multiplied by (ii) the Conversion Price (as defined in the Series B Certificates of Designations) divided by $ 2.84 . If the Series B Preferred Stock had not been approved for issuance by our stockholders, or the Purcha se Agreements were terminated, then the Bridge Loans would have become convertible, at each lender’s option, into common stock, par value $ 0.001 per share, of the Company at an initial conversion rate of 352.1126 shares of common stock per $1,000.00 of the Conversion Amount, subject to the cap set forth in the Bridge Loan Agreements. Applying the guidance in ASC 825 Financial Instruments, we elected to record the Bridge Loans at their fair value. We employed a probability‐weighted expected return method in our valuation analysis of the Bridge Loans. Specifically, our analysis contemplated two scenarios: 1) our stockholders approve the transaction (Approval Scenario) and 2) our stockholders do not approve the transaction (Disapproval Scenario). To estimate the fair value of the Bridge Loans pursuant to the Approval Scenario, we employed a Monte Carlo Simulation (MCS) analysis, discussed above, based on the underlying Series B Preferred Stock into which the Bridge Loans were convertible. The change in fair value of the Bridge Loans from inception to conversion on April 4, 2022 is included as a non-operating loss on Bridge Loans in the consolidated statement of operations. The loss on Bridge Loans was $ 13.7 million for the twelve months ended December 31, 2022. The loss was attributable to the increase in our share price from the inception of the Bridge Loans to the April 4, 2022 closing date. Upon conversion, the carrying value of the Bridge Loans was reclassified to Series B Redeemable Preferred Stock. In addition, as required under the fair value option, issuance costs associated with the Bridge Loans of $ 0.2 million were recognized in general and administrative expenses in the first quarter of 2022. 4. NIH Contract In September 2020, we executed a definitive contract with the National Institutes of Health (NIH), which amended the letter contract we entered into with NIH in July 2020 (collectively, the NIH Contract), under the NIH Rapid Acceleration of Diagnostics (RADx) program to support the expansion of our production capacity and throughput capabilities for COVID-19 test products that use our genomics technology. We completed the required milestones in 2021 and received the total NIH Contract value of $ 34.0 million as of December 31, 2021. Proceeds from the NIH Contract have been used primarily for capital expenditures to expand production capacity and, to a lesser extent, to offset applicable operating costs. The non-operating income recognized from the grant proceeds received in excess of the amounts spent for capital expenditures and operating expenses incurred is reflected on the consolidated statement of operations as surplus funding from the NIH contract. The following tables summarize the activity under the NIH Contract through December 31, 2022 and 2021 (in thousands): Year Ended December 31, 2022 2021 Cumulative cash receipts from milestones achieved $ 34,016 $ 34,016 Cumulative amounts applied against operating costs (excluding depreciation) ( 4,526 ) ( 4,522 ) Cumulative amounts applied against depreciation expense for assets placed in service ( 4,194 ) ( 703 ) Cumulative amounts recognized as non-operating income ( 7,293 ) ( 7,140 ) Total deferred grant income $ 18,003 $ 21,651 Assets placed in service, gross $ 22,197 $ 16,890 Construction-in-progress — 3,909 Cumulative amounts applied against depreciation expense for assets placed in service ( 4,194 ) ( 703 ) Carrying value of property and equipment, net 18,003 20,096 Estimated future capital expenditures — 1,555 Total deferred grant income $ 18,003 $ 21,651 Deferred grant income, current $ 3,644 $ 3,535 Deferred grant income, non-current 14,359 18,116 Total deferred grant income $ 18,003 $ 21,651 81 The current portion of deferred grant income on our consolidated balance sheets represents the amounts expected to be offset against depreciation expense over the next twelve months. The non-current portion of deferred grant income includes amounts expected to be offset against depreciation expense in later periods. We spent a total of $ 22.2 million on cap ital expenditures associated with the NIH Contract. In the third quarter of 2022 , the capacity expansion project was completed, and all of the related assets were placed in service. In 2022, we recognized $ 0.2 million of non-operating income associated with the contract, bringing the cumulative total of such income under the NIH Contract to $ 7.3 million. 5. Business Combination On January 17, 2020, we completed the acquisition of all of the outstanding shares of InstruNor AS, a privately held Norwegian company (InstruNor). The purchase price of $ 7.2 million included approximately $ 5.2 million of cash and 485,451 shares of our common stock valued at $ 4.22 per share, the closing price of our stock on the acquisition date. The acquisition was accounted for in accordance with ASC 805, Business Combinations. The assets acquired and liabilities assumed were recorded at their estimated fair values. The acquired assets included $ 5.4 million of identified intangibles representing the value of InstruNor’s developed technology and $ 2.2 million of goodwill. During the second quarter of 2022, a $ 3.5 million imp airment charge was recorded to write-off the unamortized portion of the developed technology intangible because we discontinued the sale of products that utilized the technology. 6. Revenue and Geographic Area Disaggregation of Revenue by Product Type and Geographic Area The following tables present our revenue for the years ended December 31, 2022 and 2021, respectively, based on product type and the geographic location of our customers’ facilities (in thousands): Year Ended December 31, 2022 2021 Product revenue: Instruments $ 25,664 $ 42,498 Consumables 46,790 57,878 Product revenue 72,454 100,376 Service revenue 23,712 25,917 Total product and service revenue 96,166 126,293 Development revenue 818 2,559 Other revenue: License and royalty revenue 964 147 Grant revenue — 1,582 Total other revenue 964 1,729 Total revenue $ 97,948 $ 130,581 Year Ended December 31, 2022 2021 Americas $ 43,982 $ 63,877 EMEA 33,136 42,722 Asia-Pacific 20,830 23,982 Total revenue $ 97,948 $ 130,581 82 Most of our principal operations, other than manufacturing, and our decision-making functions, are located at our corporate headquarters in the United States. Revenue from customers in the United States represented $ 41.0 million, or 42 %, of total revenues for the year ended December 31, 2022, and $ 60.2 million, or 46 %, of total revenues for the year ended December 31, 2021. Revenue from customers in China represented $ 11.3 million, or 11 %, of total revenues for the year ended December 31, 2022, and less than 10% of total revenues for the year ended December 31, 2021.With the exception of China in 2022, no foreign country or jurisdiction had revenue in excess of 10% of our total revenue during the years ended December 31, 2022, and 2021. One genomics customer accounted for 11 % of our total revenue for the year ended December 31, 2022. No single customer represented more than 10% of our total revenue for the fiscal year ended December 31, 2021. Revenue from our five largest customers represented 19 % of total revenue for the year ended December 31, 2022 and 23 % of total revenue the year ended December 31, 2021. Long-lived Assets by Geographical Area We had long-lived assets consisting of property and equipment, net of accumulated depreciation, and operating lease ROU assets, net of accumulated amortization, in the following geographic areas for each year presented (in thousands): December 31, 2022 2021 United States $ 31,785 $ 34,497 Singapore 21,178 23,732 Canada 5,394 5,597 Other Asia-Pacific 875 804 EMEA 303 523 Total $ 59,535 $ 65,153 Development Agreement Effective March 31, 2020, we signed an OEM Supply and Development Agreement (Development Agreement) with a customer to develop products based on our genomics technology. The Development Agreement provided for up-front and periodic milestone payments during its development stage, which was completed during the third quarter of 2021, and for on-going annual payments of $ 0.4 million for sustaining efforts. During the years ended December 31, 2022 and 2021, we recognized revenue under the Development Agreement of $ 0.8 million and $ 2.4 million, respectively. Unfulfilled Performance Obligations We reported $ 17.9 million of deferred revenue on our December 31, 2021 consolidated balance sheet. During the twelve months ended December 31, 2022, $ 10.8 million of the opening balance was recognized as revenue and $ 7.5 million of net additional advance payments were received from customers, primarily associated with instrument service contracts . At December 31, 2022, we reported $ 14.6 million of deferred revenue. 83 The following table summarizes the years in which we expect to recognize revenue from our instrument service contracts that were partially completed on December 31, 2022 (in thousands): Fiscal Year Expected Revenue (1) 2023 $ 12,089 2024 5,901 2025 2,796 Thereafter 1,351 Total $ 22,137 _ _______________________ ______ (1) Expected revenue includes both billed amounts included in deferred revenue and unbilled amounts that are not reflected in our consolidated financial statements and are subject to change if our customers decide to cancel or modify their contracts. Purchase orders for instrument service contracts can generally be canceled without penalty before the service period begins. We apply the practical expedient that permits us to forgo disclosing information about unsatisfied performance obligations associated with service contracts with an expected term of one year or less. 7. Goodwill and Intangible Assets, net In connection with our acquisition of DVS Sciences Inc. (DVS) in February 2014, we recorded $ 104.1 million of goodwill and $ 112.0 million of intangibles associated with the acquired technology. In the first quarter of 2020, we recorded $ 2.2 million (Eu ro 2.0 million) of goodwill and $ 5.4 million (Euro 4.9 million) of developed technology intangibles from the InstruNor acquisition (see Note 5). Goodwill and intangible assets with indefinite lives are not subject to amortization but are tested for impairment on an annual basis during the fourth quarter or whenever events or changes in circumstances indicate the carrying amount of these assets may not be recoverable. Qualitative assessment includes assessing significant events and circumstances such as our current results, assumptions regarding future performance, strategic initiatives and overall economic factors, including the ongoing global COVID-19 pandemic and macroeconomic developments to determine the existence of potential indicators of impairment and assess if it is more likely than not that the fair value of each of our reporting units or intangible assets is less than their carrying value. If indicators of impairment are identified, a quantitative impairment test is performed. During the second quarter of 2022, we discontinued the sale of products that utilized the developed technology acquired from InstruNor and recorded a $ 3.5 million impairment charge to write-off the unamortized portion of the related intangible asset. On August 31, 2022, we began reporting under two operating segments, which were also determined to be our reporting units for goodwill impairment testing. Immediately prior to the change, we performed a qualitative fair value assessment on our former reporting unit and concluded it was more likely than not the carrying value was less than its fair value. After changing to two operating segments, we performed quantitative impairment tests on the goodwill we allocated to each reporting unit and our significant long-lived assets and concluded there was no impairment. After experiencing a significant decline in our share price during September 2022, we conducted quantitative goodwill impairment testing at the reporting unit level as of September 30, 2022, and it was determined there was no impairment. The Company assessed goodwill for impairment again when it performed its annual testing at the end of the fourth quarter of 2022. A qualitative approach was employed, and it was determined there was no impairment as of December 31, 2022. The Company did not recognize any impairment of goodwill, long-lived assets or intangible assets in 2021. 84 The changes in the carrying value of goodwill by segment are as follows ($ in thousands): Proteomics Genomics Total Balance as of December 31, 2021 $ 85,855 $ 20,524 $ 106,379 Foreign currency translation ( 103 ) ( 25 ) ( 128 ) Balance as of December 31, 2022 $ 85,752 $ 20,499 $ 106,251 Intangible assets also include other patents and licenses, which are included in other non-current assets. Intangible assets, net, were as follows (in thousands): December 31, 2022 Gross Amount Accumulated Amortization and Impairment Net Weighted-Average Amortization Period Developed technology $ 117,194 $ ( 104,594 ) $ 12,600 10.0 years Patents and licenses $ 11,247 $ ( 10,669 ) $ 578 7.0 years December 31, 2021 Gross Amount Accumulated Amortization Net Weighted-Average Amortization Period Developed technology $ 117,503 $ ( 89,576 ) $ 27,927 9.9 years Patents and licenses $ 11,257 $ ( 10,000 ) $ 1,257 7.0 years Total amortization expense was $ 12.2 million and $ 12.7 million for the years ended December 31, 2022 and December 31, 2021, respectively. The $ 3.5 million impairment charge for the InstruNor developed technology intangible asset was recorded in research and development expense in 2022 and it is reflected in accumulated amortization in the above table. Based on the net carrying value of our intangible assets at December 31, 2022, we expect our annual amortization expense to be as follows (in thousands): Fiscal Year Developed Technology Amortization Expense Patents and Licenses Amortization Expense Total 2023 $ 11,200 $ 571 $ 11,771 2024 1,400 7 1,407 Total $ 12,600 $ 578 $ 13,178 85 8. Balance Sheet Details Cash, Cash Equivalents and Restricted Cash Cash, cash equivalents and restricted cash consisted of the following as of December 31, 2022 and 2021 (in thousands): December 31, 2022 2021 Cash and cash equivalents $ 81,309 $ 28,451 Restricted cash 1,015 1,016 Total cash, cash equivalents, and restricted cash $ 82,324 $ 29,467 Restricted cash of $ 1.0 million is included in other non-current assets while the remainder of the restricted cash is included in prepaid expenses and other current assets in the consolidated balance sheets as of December 31, 2022 and 2021. Inventories, net Inventories, net consisted of the following as of December 31, 2022 and 2021 (in thousands): December 31, 2022 2021 Raw materials $ 11,203 $ 9,345 Work-in-process 345 867 Finished goods 9,925 10,613 Total inventories, net $ 21,473 $ 20,825 Property and Equipment, net Property and equipment, net consisted of the following as of December 31, 2022 and 2021 (in thousands): December 31, 2022 2021 Laboratory and manufacturing equipment $ 33,329 $ 30,260 Leasehold improvements 12,234 12,095 Computer equipment and software 5,793 5,759 Office furniture and fixtures 1,713 2,074 Property and equipment, gross 53,069 50,188 Less accumulated depreciation and amortization ( 29,029 ) ( 26,703 ) Construction-in-progress 1,612 4,549 Property and equipment, net $ 25,652 $ 28,034 The majority of the amounts included in construction-in-progress in 2021 were related to the NIH Contract (see Note 4). 86 Accrued Compensation and Related Benefits Accrued compensation and related benefits, which are included in current liabilities on the consolidated balance sheets consisted of the following as of December 31, 2022 and 2021 (in thousand s): Year Ended December 31, 2022 2021 Accrued incentive compensation $ 1,170 $ 14 Accrued vacation 2,795 3,388 Accrued payroll taxes and other 1,193 1,411 Accrued severance and retention payments 775 107 Accrued restructuring 3,220 — Accrued compensation and related benefits $ 9,153 $ 4,920 Refer to Note 16 for additional information on restructuring. 9. Debt 2014 Senior Convertible Notes (2014 Notes) and 2019 Senior Convertible Notes (2019 Notes) The carrying values of the components of the 2014 Notes and 2019 Notes are as follows (in thousands): December 31, 2022 2021 2.75 % 2014 Notes due 2034 Principal amount $ 578 $ 578 Unamortized debt discount ( 8 ) ( 8 ) Unamortized debt issuance cost ( 2 ) ( 2 ) Net carrying value of 2014 Notes $ 568 $ 568 5.25 % 2019 Notes due 2024 Principal amount $ 55,000 $ 55,000 Unamortized debt issuance cost ( 953 ) ( 1,408 ) Net carrying value of 2019 Notes $ 54,047 $ 53,592 Net carrying value of all Notes $ 54,615 $ 54,160 2014 Notes and 2019 Notes In February 2014, we closed an underwritten public offering of 2014 Notes. In 2019, the outstanding 2014 Notes were largely refinanced with the 2019 Notes, as discussed below. The effective interest rate on the 2014 Notes, reflecting the impact of debt discounts and issuance costs, is approximately 3.0 % per annum. The 2014 Notes will mature on February 1, 2034, unless earlier converted, redeemed, or repurchased in accordance with the terms of the 2014 Notes. Holders may require us to repurchase all or a portion of their 2014 Notes on each of February 6, 2021, February 6, 2024, and February 6, 2029, at a repurchase price in cash equal to 100 % of the principal amount of the 2014 Notes plus accrued and unpaid interest. As provided by the indenture governing the 2014 Notes, in February 2021, holders of $ 0.5 million of the 2014 Notes required us to repurchase their notes at 100 % of the principal amount plus accrued and unpaid interest. As of December 31, 2022, there was $ 0.6 million aggregate principal of the 2014 Notes outstanding. I n November 2019, we issued $ 55.0 million aggregate principal amount of 2019 Notes. Net proceeds of the 2019 Notes issuance were $ 52.7 million, after deductions for commissions and other debt issuance costs. $ 51.8 million of the proceeds of the 2019 Notes were used to retire $ 50.2 million aggregate principal amount of our 2014 Notes, leaving $ 1.1 million of aggregate principal value of the 2014 Notes then outstanding. 87 The 2019 Notes bear interest at 5.25 % per annum, payable semiannually on June 1 and December 1 of each year, beginning on June 1, 2020. The 2019 Notes will mature on December 1, 2024, unless earlier repurchased or converted pursuant to their terms. The 2019 Notes will be convertible at the option of the holder at any point prior to the close of business on the second scheduled trading day preceding the maturity date. The initial conversion rate of the Notes is 344.8276 shares of the Company’s common stock per $1,000 principal amount of 2019 Notes (which is equivalent to an initial conversion price of approximately $ 2.90 per share). The conversion rate is subject to adjustment upon the occurrence of certain specified events. Those certain specified events include voluntary conversion of the 2019 Notes prior to our exercise of the Issuer’s Conversion Option or in connection with a make-whole fundamental change, entitling the holders, under certain circumstances, to a make-whole premium in the form of an increase in the conversion rate determined by reference to a make-whole table set forth in the indenture governing the 2019 Notes. The conversion rate will not be adjusted for any accrued and unpaid interest. The 2019 Notes will also be convertible at our option upon certain conditions in accordance with the terms of the indenture governing the 2019 Notes. On or after December 1, 2021 to December 1, 2022, if the price of the Company’s common stock has equaled or exceeded 150 % of the Conversion Price then in effect for a specified number of days (Issuer’s Conversion Option), we may, at our option, elect to convert the 2019 Notes in whole but not in part into shares of the Company, determined in accordance with the terms of the indenture. On or after December 1, 2022, if the price of the Company’s common stock has equaled or exceeded 130 % of the Conversion Price then in effect for a specified number of days, we may, at our option, elect to convert the 2019 Notes in whole but not in part into shares of the Company, determined in accordance with the terms of the indenture governing the 2019 Notes. Offering-related costs for the 2019 Notes were capitalized as debt issuance costs and are recorded as an offset to the carrying value of the 2019 Notes. The effective rate on the 2019 Notes is 6.2 % per annum. Revolving Credit Facility and Term Loan, net The carrying values of our term loan and advances under the Revolving Credit Facility are as follows (in thousands): December 31, 2022 2021 Term Loan Principal amount $ 10,000 $ 10,000 End of term fee accretion 296 79 Unamortized debt issuance cost ( 19 ) ( 30 ) Net carrying value of term loan 10,277 10,049 Less: term loan, current 2,083 — Term loan, non-current $ 8,194 $ 10,049 Revolving Credit Facility Carrying value of advances under revolving credit agreement $ — $ 6,838 Revolving Credit Facility On August 2, 2018, we entered into a revolving credit facility with Silicon Valley Bank (as amended, the Revolving Credit Facility) in an aggregate principal amount of up to the lesser of (i) $ 15.0 million (Maximum Amount) or (ii) the sum of (a) 85 % of our eligible receivables and (b) 50 % of our eligible inventory, in each case, subject to certain limitations (Borrowing Base), provided that the amount of eligible inventory that may be counted towards the Borrowing Base shall be subject to a cap as set forth in the Revolving Credit Facility. On August 2, 2021, we amended our Revolving Credit Facility to extend the maturity date to August 2, 2023 and to provide for a new $ 10.0 million Term Loan Facility (the Term Loan Facility and, together with the Revolving Credit Facility, the Credit Facility). The stated maturity of the Term Loan Facility is July 1, 2025. However, if the principal amount of our convertible debt exceeds $ 0.6 million as of June 1, 2024 or if the maturity date of our 2019 Notes has not been extended beyond January 1, 2026 by June 1, 2024, then the maturity of the Term Loan Facility will be June 1, 2024. The Credit Facility is collateralized by substantially all our property, other than intellectual property. The Credit Facility also includes a financial 88 covenant that requires us to maintain a minimum Adjusted Quick Ratio of at least 1.25 to 1.00 and a liquidity requirement of greater than $ 20.0 million, which are both defined in our agreement. The interest rate on advances made under the Revolving Credit Facility is the greater of (i) prime rate plus 0.50 % or (ii) 5.25 % per annum. Interest on any outstanding advances is due and payable monthly and the principal balance is due at maturity though loans can be prepaid at any time without penalty. Fees for Revolving Credit Facility include an annual commitment fee of $ 112,500 and a quarterly unused line fee based on the Borrowing Base. As of December 31, 2022, there were no borrowings under the Revolving Credit Facility and the total availability was $ 9.2 million. On March 10, 2023, Silicon Valley Bank was announced as closed by the California Department of Financial Protection and Innovation, and the Federal Deposit Insurance Corporation has been appointed as a receiver. As a result, we no longer expect to be able to draw on the Revolving Credit Facility. Term Loan, net As of December 31, 2022 our Term Loan Facility was fully drawn and the carrying value of the loan was $ 10.3 million. The interest rate on the Term Loan Facility is the greater of 4 % per annum or a floating per annum rate equal to three quarters of one percentage points ( 0.75 %) above the prime rate. Interest on any outstanding term loan advances is due and payable monthly. In addition to the monthly interest payments, a final payment equal to 6.5 % of the original principal amount of each advance is due on the earlier of the maturity date or the date the advance is repaid. Principal balances are required to be repaid in twenty-four equal installments beginning on August 1, 2023. The $ 2.1 million current portion of the term loan reflected on the December 31, 2022 consolidated balance sheet represents principal debt repayments scheduled to be made in 2023.The effective interest rate on the Term Loan Facility, reflecting the impact of debt issuance costs, the $ 0.7 million end-of-term fee and expected timing of principal repayment was 9.3 % per annum as of December 31, 2022. 10. Leases We have operating leases for buildings, equipment and vehicles. Existing leases have remaining terms ranging from less than one year to seven years . Some leases contain options to extend the lease, usually for up to five years , along with termination options. In August 2022, we entered into an agreement to sublease approximately 25 % of our corporate headquarters location in South San Francisco, California. We expect to recognize $ 4.8 million of sublease income over the 39 -month lease term, which commenced in October 2022. 89 Supplemental balance sheet information related to leases was as follows as of December 31, 2022 and 2021 (in thousands, except for discount rate and lease term): December 31, 2022 December 31, 2021 Operating lease right-of-use buildings $ 43,500 $ 43,457 Operating lease right-of-use equipment 65 84 Operating lease right-of-use vehicles 749 676 Total operating lease right-of-use assets, gross 44,314 44,217 Accumulated amortization ( 10,431 ) ( 7,098 ) Total operating lease right-of-use assets, net $ 33,883 $ 37,119 Operating lease liabilities, current $ 3,682 $ 3,053 Operating lease liabilities, non-current 34,081 37,548 Total operating lease liabilities $ 37,763 $ 40,601 Weighted average remaining lease term (in years) 6.8 years 7.7 years Weighted average discount rate per annum 11.8 % 11.7 % The following table presents the components of our net lease expense for the years-ended December 31, 2022 and 2021, respectively (in thousands): ($ in thousands) Twelve months ended December 31, 2022 Twelve months ended December 31, 2021 Operating lease cost (including variable costs) $ 10,917 $ 10,918 Variable costs (including non-lease components) $ 2,930 $ 2,853 Supplemental information: Cash paid for amounts included in the measurement of operating lease liabilities (included in net cash used in operating activities) Operating cash flows from operating leases $ 7,540 $ 7,568 Future minimum lease payments and sublease income as of December 31, 2022 under commenced non-cancelable operating leases are as follows (in thousands): Fiscal Year Minimum Lease Payments for Operating Leases Sublease Income 2023 $ 7,805 $ ( 1,533 ) 2024 7,808 ( 1,587 ) 2025 7,918 ( 1,642 ) 2026 7,694 — 2027 7,367 — Thereafter 17,580 — Total future minimum payments (receipts) $ 56,172 $ ( 4,762 ) Less: imputed interest ( 18,409 ) Total operating lease liabilities $ 37,763 90 On February 28, 2023, we signed another agreement to sublease approximately 25 % of our corporate headquarters location in South San Francisco, California for a period of 77 months. We expect to recognize $ 9.1 million of sublease income over the lease term commencing on December 1, 2023. 11. Fair Value of Financial Instruments The following tables summarize our cash, restricted cash and available-for-sale securities that were measured at fair value by significant investment category within the fair value hierarchy as at December 31, 2022 and 2021 (in thousands): December 31, 2022 Amortized Cost Gross Unrealized Gain Gross Unrealized Loss Fair Value Cash and Cash Equivalents Short-term Marketable Securities Cash- Restricted Assets: Level I: Cash-unrestricted $ 27,415 $ — $ — $ 27,415 $ 27,415 $ — $ — Cash-restricted 1,015 — — 1,015 — — 1,015 Total cash $ 28,430 $ — $ — $ 28,430 $ 27,415 $ — $ 1,015 Available-for-sale: Money market funds $ 53,894 $ — $ — $ 53,894 $ 53,894 $ — $ — U.S. treasury securities 84,977 — ( 502 ) 84,475 — 84,475 — Total available-for-sale $ 138,871 $ — $ ( 502 ) $ 138,369 $ 53,894 $ 84,475 $ — Total $ 167,301 $ — $ ( 502 ) $ 166,799 $ 81,309 $ 84,475 $ 1,015 December 31, 2021 Amortized Cost Gross Unrealized Gain Gross Unrealized Loss Fair Value Cash and Cash Equivalents Short-term Marketable Securities Cash-Restricted Assets: Level I: Cash-unrestricted $ 23,448 $ — $ — $ 23,448 $ 23,448 $ — $ — Cash-restricted 1,016 — — 1,016 — — 1,016 Total cash $ 24,464 $ — $ — $ 24,464 $ 23,448 $ — $ 1,016 Available-for-sale: Money market funds $ 5,003 $ — $ — $ 5,003 $ 5,003 $ — $ — U.S. treasury securities — — — — — — — Total available-for-sale $ 5,003 $ — $ — $ 5,003 $ 5,003 $ — $ — Total $ 29,467 $ — $ — $ 29,467 $ 28,451 $ — $ 1,016 There were no transfers between Level I and Level II measurements, and no changes in the valuation techniques used during the years ended December 31, 2022, and 2021. All of the money market and U.S. Treasury investments mature on or before May 31, 2023. Debt Our convertible notes are not regularly traded. The estimated fair values for these securities represent Level III valuations since a fair value for these securities cannot be determined by using readily observable inputs or measures, such as market prices. Fair values were estimated using pricing models and risk-adjusted value ranges. The estimated fair value of our term loan also represents a Level III valuation since the value cannot be determined by using readily observable inputs or measures, such as market prices. The fair value of our term loan was estimated using a discounted cash flow model and current market interest rate data for similar loans. The advances under the revolving credit 91 agreement typically have short repayment periods and their carrying values approximate their fair values due to their short-term duration. The following table summarizes the par value, carrying value and the estimated fair value of our debt at December 31, 2022 and 2021, respectively (in thousands): December 31, 2022 December 31, 2021 Par Value Carrying Value Fair Value Par Value Carrying Value Fair Value 2014 Notes $ 578 $ 568 $ 498 $ 578 $ 568 $ 601 2019 Notes 55,000 54,047 48,408 55,000 53,592 81,880 Total Notes $ 55,578 $ 54,615 $ 48,906 $ 55,578 $ 54,160 $ 82,481 Term loan, net $ 10,000 $ 10,277 $ 9,820 $ 10,000 $ 10,049 $ 10,113 Advances under revolving credit agreement $ — $ — $ — $ 6,838 $ 6,838 $ 6,838 Total debt $ 65,578 $ 64,892 $ 58,726 $ 72,416 $ 71,047 $ 99,432 Assets Measured at Fair Value on a Nonrecurring Basis Dur ing the third quarter of 2022, the Company changed its reporting structure and organized itself under two operating segments, which were determined to be reporting units for goodwill impairment testing. Goodwill was allocated to each reporting unit and tested for impairment on August 31, 2022 along with our significant long-lived assets. Following a significant decline in the price of the Company’s stock during September 2022, goodwill was tested for imp airment again on September 30, 2022. Impairment testing requires significant judgment as it involves selecting an appropriate valuation method, identifying reporting units, assigning assets and liabilities to the reporting units, and estimating future cash flows, revenue growth rates, terminal values and discount rates. These fair value measurements fall in Level III of the fair value hierarchy. We estimated the fair value of proteomics developed technology intangible asset using a discounted cash flow (DCF) analysis We believe the most significant unobservable input (Level III) used in the analysis was the estimated remaining service life of eleven years. T he fair value of our reporting units was estimated using an approach that combined both a DCF analysis and a guideline public company analysis, weighted 80 % and 20 %, respectively. We believe t he most significant unobservable inputs used in the analysis were as follows: Proteomics Genomics Unobservable inputs: Weighted average cost of capital (WACC) 20.2 % 16.8 % Compound annual growth rate (CAGR) for revenue (2022 to 2027 forecast) 20.4 % 6.7 % Terminal value multiple (using 2027 revenue forecast) 3.5 2.8 Control premium 30 % 30 % 12. Mezzanine Equity and Shareholders’ Equity (Deficit) Stock Repurchase Program On November 28, 2022, we announced that our board of directors had authorized the repurchase of up to $ 20.0 million shares of the Company’s common stock, in the open market or in negotiated transactions, through December 31, 2023. The repurchases are expected to be funded by cash on hand. We repurchased a total of 422,309 shares of common stock under the program at a total cost of $ 0.6 million, or an average of $ 1.33 per share in 2022. As of December 31, 2022, the Company had a remaining authorization to repurchase up to $ 19.4 million shares under this program. Repurchases may be suspended or discontinued at any time at the Company’s discretion. Private Placement Issuance 92 On April 1, 2022, our stockholders approved the Charter Amendment Proposal and Private Placement Issuance Proposal discussed in Note 3. The Private Placement Issuance closed on April 4, 2022 and we issued 255,559 shares of Series B Preferred Stock, which are classified as mezzanine equity on the consolidated balance sheet as of December 31, 2022. In connection with the closing, we adopted the 2022 Inducement Equity Incentive Plan (2022 Inducement Plan) with an initial reserve for issuance of approximately 9.5 million shares. Common Shares Reserved At December 31, 2022, we had reserved shares of common stock for future issuance under equity compensation plans as follows: In thousands: Securities To Be Issued Upon Exercise Of Options Securities To Be Issued Upon Release Of Restricted Stock and Performance Share Units at Maximum Number Of Remaining Securities Available For Future Issuance 2022 Inducement Equity Incentive Plan 6,148 1,371 1,918 2011 Equity Incentive Plan 1,572 6,650 1,966 2017 Inducement Award Plan 159 5 — DVS Sciences Inc. 2010 Equity Incentive Plan 3 — — 2017 Employee Stock Purchase Plan — — 2,050 7,882 8,026 5,934 Included in the securities to be issued upon release of RSUs and PSUs are the maximum number of shares that could be issued for PSU awards, which can vest at 0 %- 200 % of the number of awards granted. 13. Benefit Plans Our board of directors sets the terms, conditions, and restrictions related to our 2017 Employee Stock Purchase Plan (ESPP) and the grant of stock options, RSUs and performance-based awar ds under our stock-based plans. Our 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. We may grant RSUs with different vesting terms from time to time. Stock options granted under our 2022 Inducement Plan and 2011 Equity Incentive Plan (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. We may grant options with different vesting terms from time to time. For performance-based share awards, our 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. 2011 Equity Incentive Plan In January 2011, our board of directors adopted the 2011 Plan under which incentive stock options, non-statutory stock options, RSUs, stock appreciation rights, PSUs, and performance shares may be granted to our employees, directors, and consultants. In April 2019, our board of directors authorized, and in June 2019, our stockholders approved, an amendment and restatement of the 2011 Plan to make various changes, including increasing the number of shares reserved for issuance by approximately 5.0 million shares and extending the term of the 2011 Plan until April 2029. In May 2020, our board of directors authorized, and in June 2020, our stockholders approved, an increase of 1.4 million in the number of shares reserved for 93 issuance under the 2011 Plan. In April 2021, our board of directors authorized, and in May 2021, our stockholders approved, an additional increase of 4.1 million in the number of shares reserved for issuance under the 2011 Plan. 2022 Inducement Equity Incentive Plan As discussed in Note 12, we adopted the 2022 Inducement Plan in April 2022 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. Valuation and Expense Information The weighted average assumptions used to estimate the fair value of options granted were as follows: Year Ended December 31, 2022 2021 Stock options Weighted average expected volatility 91.8 % 94.0 % Weighted average expected term 4.3 years 4.2 years Weighted average risk-free interest rate 2.6 % 0.6 % Dividend yield — — Weighted-average fair value per share $ 2.21 $ 3.73 Activity under the various plans was as follows: Restricted Stock Units : Number of Units (in 000s) Weighted-Average Grant Date Fair Value per Unit Balance at December 31, 2020 4,862 $ 4.98 RSU granted 3,295 $ 5.23 RSU released ( 2,225 ) $ 5.02 RSU forfeited ( 791 ) $ 4.66 Balance at December 31, 2021 5,141 $ 5.18 RSU granted 6,769 $ 2.17 RSU released ( 2,463 ) $ 4.89 RSU forfeited ( 2,327 ) $ 4.61 Balance at December 31, 2022 7,120 $ 2.58 The total intrinsic value of RSUs vested and released was $ 12.1 million and $ 11.2 million during the years ended December 31, 2022, and 2021, respectively. The intrinsic value of vested and released RSUs is calculated by multiplying the fair market value of our common stock on the vesting date by the number of shares vested. As of December 31, 2022, the unrecognized compensation costs related to outstanding unvested RSUs under our equity incentive plans were $ 14.8 million . We expect to recognize those costs over a weighted average period of 2.7 years. 94 Stock Options : Number of Options (in 000s) Weighted-Average Exercise Price per Option Weighted- Average Remaining Contractual Life (in Years) Aggregate Intrinsic Value(1) in (000s) Balance at December 31, 2020 1,635 $ 7.33 6.2 $ 834 Options granted 92 $ 5.56 Options exercised ( 37 ) $ 5.62 $ 25 Options forfeited ( 93 ) $ 10.49 Balance at December 31, 2021 1,597 $ 7.08 5.6 $ 82 Options granted 7,810 $ 3.91 Options exercised ( 31 ) $ 3.25 $ 10 Options forfeited ( 1,494 ) $ 4.56 Balance at December 31, 2022 7,882 $ 4.43 7.9 $ — Vested at December 31, 2022 1,513 $ 6.49 4.2 $ — Unvested awards at December 31, 2022 6,369 $ 3.94 9.3 $ — _________________________ (1) Aggregate intrinsic value was calculated as the difference between the closing price per share of our common stock on the last trading day of 2022, which was $ 1.17 , and the exercise price of the options, multiplied by the number of in-the-money options. As of December 31, 2022, the unrecognized compensation costs related to outstanding unvested options under our equity incentive plans were $ 13.9 million. We expect to recognize those costs over a weighted average period of 3.3 years. Performance-based Awards: PSUs with Market Condition We have granted PSUs to certain executive officers and senior level employees. The number of PSUs ultimately earned under these awards is calculated by comparing the Total Shareholder Return (TSR) of our common stock over the applicable three year period against the TSR of a defined group of peer companies. The Company’s relative performance against its peer group determines the payout, which can range from 0 % to 200 % of the base award. Number of Units (in 000s) Weighted-Average Grant Date Fair Value per Unit Balance at December 31, 2020 962 $ 9.74 PSU granted 396 $ 9.60 Performance adjustment for 2018 awards 21 $ 10.09 PSU released ( 133 ) $ 10.09 PSU forfeited ( 36 ) $ 4.82 Balance at December 31, 2021 1,210 $ 10.11 PSU granted — $ — Performance adjustment for 2019 awards ( 341 ) $ 16.97 PSU released — $ — PSU forfeited ( 416 ) $ 8.77 Balance at December 31, 2022 453 $ 4.81 95 As of December 31, 2022, the unrecognized compensation costs related to these awards were $ 0.2 million. We expect to recognize those costs over a weighted average period of 1 year. The TSR target for the 2019-2021 performance period was not met. Accordingly, 340,670 shares were returned to the 2011 Equity Incentive Plan pool in 2022. The performance target for the 2021-2022 performance period was also not met and an additional 401,082 sh ares will be returned to the pool in early 2023. PSUs with Performance Conditions During 2019, we granted PSUs to a certain employee. The number of PSUs that ultimately vested under these awards was dependent on the employee achieving certain discrete operational milestones on or before predetermined measurement dates, the latest of which was December 31, 2021. As of December 31, 2021, there were approximately 29,000 PSUs outstanding with a weighted-average grant date fair value of $ 6.46 per unit. In early 2022, the awards were forfeited since the operational milestones were not met. 2017 ESPP Our ESPP offers U.S. and some non-U.S. employees the right to pur chase shares of our common stock. Our ESPP program has a six-month offering period, with a new period commencing on the first trading day on or after May 31 and November 30 of each year. Employees are eligible to participate through payroll deductions of up to 10 % of their compensation. Employee stock purchases under this plan are limited to $ 25,000 per calendar year. Shares are sold to employees under the ESPP for 85 % of the lower of the fair market value of a share of our common stock on the first day of the offering period or the last day of the offering period. Employee Benefit Savings Plan We sponsor a 401(k) savings plan for our employees in the United States that stipulates that eligible employees may elect to contribute to the plan, subject to certain limitations, up to the lesser of 90 % of eligible compensation or the maximum amount allowed by the U.S. Internal Revenue Service. In 2019 and onward, the employee match formula was 100 % up to $ 3,000 annually. Employer matching contributions to the 401(k) plan were $ 0.6 million per year for each of the years presented in this report. Compensation Expense Total stock-based compensation expense recognized was as follows (in thousands): For the Year Ended December 31, 2022 2021 RSUs, stock options and PSUs $ 14,530 $ 15,470 Employee stock purchase plan 350 631 Total stock-based compensation $ 14,880 $ 16,101 14. Income Taxes Our loss before income taxes consists of the following (in thousands): Year Ended December 31, 2022 2021 Domestic $ ( 174,041 ) $ ( 56,291 ) International ( 18,887 ) ( 7,369 ) Loss before income taxes $ ( 192,928 ) $ ( 63,660 ) 96 Significant components of our benefit from income taxes are as follows (in thousands): Year Ended December 31, 2022 2021 Current: Federal $ — $ — State ( 87 ) ( 63 ) Foreign ( 405 ) 167 Total current tax (expense) benefit ( 492 ) 104 Deferred: Federal — — State — — Foreign 3,322 4,319 Total deferred benefit 3,322 4,319 Total benefit from income taxes $ 2,830 $ 4,423 Reconciliation of income taxes at the statutory rate to the benefit from income taxes recorded in the statements of operations is as follows: Year Ended December 31, 2022 2021 Tax benefit at federal statutory rate 21.0 % 21.0 % State tax expense, net of federal benefit 0.8 2.8 Foreign tax benefit 0.8 4.7 NOL carryforwards expiring unutilized ( 22.8 ) ( 2.9 ) Change in valuation allowance 17.1 ( 15.5 ) Federal R&D credit 0.2 0.7 Unrecognized tax benefit 0.9 ( 0.1 ) Non-deductible interest/premium ( 0.3 ) ( 1.0 ) Non-deductible loss on Forward Sale of Preferred Stock and Bridge Loans ( 8.0 ) — R&D tax credits expiring unutilized ( 5.2 ) — Executive stock-based compensation ( 0.8 ) ( 1.3 ) Other, net ( 2.2 ) ( 1.5 ) Effective tax rate 1.5 % 6.9 % 97 Significant components of our deferred tax assets and liabilities are as follows (in thousands): December 31, 2022 2021 Deferred tax assets: Net operating loss carryforward $ 85,182 $ 115,739 Reserves and accruals 3,943 3,473 Depreciation and amortization 563 1,931 Capitalized R&D costs 3,840 — Tax credit carryforwards 14,456 20,480 Stock-based compensation 2,064 2,871 Right-of-use lease liabilities 8,663 9,322 Total gross deferred tax assets 118,711 153,816 Valuation allowance on deferred tax assets ( 107,893 ) ( 141,087 ) Total deferred tax assets, net of valuation allowance 10,818 12,729 Deferred tax liabilities: Fixed assets and intangibles ( 3,913 ) ( 8,416 ) Right-of-use assets ( 7,729 ) ( 8,459 ) Total deferred tax liabilities ( 11,642 ) ( 16,875 ) Net deferred tax liability $ ( 824 ) $ ( 4,146 ) Deferred tax liability per balance sheet $ ( 1,055 ) $ ( 4,329 ) Less deferred tax assets included in other long-term assets 231 183 Net deferred tax liability $ ( 824 ) $ ( 4,146 ) We are in the process of updating our Section 382 Study through December 31, 2022 and anticipate that an ownership change occurred on April 4, 2022 due to the issuance of preferred equity. We are anticipating that as a result of this ownership change a portion of our net operating loss (NOL) carryforwards and all of our R&D credits will expire unutilized. We establish a valuation allowance for deferred tax assets if we determine it is more likely than not the related tax benefit will not be realized. We rely on several factors when assessing the realizability of deferred tax assets, including historical financial results, our ability to recover net operating loss carry-forwards, the projected future operating results, and our ability to use tax planning strategies. The valuation allowances of $ 107.9 million and $ 141.1 million as of December 31, 2022 and 2021, respectively, primarily relate to temporary tax differences, net operating losses and research and development credits generated in the current and prior years. We believe it is more likely than not that U.S. federal and state, Canada and Norway deferred tax assets relating to temporary differences, net operating losses and research and development credits are not realizable. As such, full valuation allowances have been applied against the deferred tax assets relating to jurisdictions of the U.S. federal and state, Canada and Norway. 98 A reconciliation of the beginning and ending amounts of the valuation allowance for the years ended December 31, 2022 and 2021 is as follows (in thousands): Valuation Allowance December 31, 2020 $ 131,226 Charges to earnings — Charges to other accounts 9,861 December 31, 2021 141,087 Charges to earnings — Charges to other accounts ( 33,194 ) December 31, 2022 $ 107,893 As of December 31, 2022, we had net operating loss carryforwards for U.S. federal income tax purposes of $ 351.7 million, of which $ 19.3 million will expire in 2023, and U.S. federal research and development tax credits of $ 0.3 million, which begin expiring in 2042. As of December 31, 2022, we had net operating loss carryforwards for state income tax purposes of $ 206.3 million, which will expire through 2041, and California research and development tax credits of $ 14.0 million, which do not expire. As of December 31, 2022, we had foreign net loss carryforwards of $ 6.1 million which will begin to expire in 2043, and foreign tax credit carryforwards of $ 5.9 million which begin to expire in 2025. The aggregate changes in the balance of our gross unrecognized tax benefits during 2022, and 2021 were as follows (in thousands): December 31, 2020 $ 8,886 Increases in balances related to tax positions during a prior period 25 Increases in balances related to tax positions taken during current period 325 Decreases in balances related to tax positions taken during prior period ( 721 ) December 31, 2021 8,515 Increases in balances related to tax positions during a prior period 154 Decreases in balances related to tax positions taken during current period — Decreases in balances related to tax positions taken during prior period ( 1,697 ) December 31, 2022 $ 6,972 As of December 31, 2022, there was approximately $ 0.1 million of unrecognized tax benefits that, if recognized, would reduce our effective tax rate. We do not anticipate that our existing unrecognized tax benefits will significantly increase or decrease within the next 12 months. Accrued interest and penalties related to unrecognized tax benefits was included in the income tax provision. The amount was immaterial as of December 31, 2022. During 2021, the unrecognized tax benefit for Singapore was settled, decreasing the unrecognized tax benefit by $ 0.7 million We file income tax returns in the United States, its various states, and in certain foreign jurisdictions. As a consequence of having operating loss carryforwards, all of our tax years are open to federal and state examination in the United States. Tax years from 2012 are open to examination in various foreign countries. 15. Segment Reporting Prior to the third quarter of 2022, we operated as a single reportable segment, managed our business operations, and evaluated our financial performance on a consolidated basis. During the third quarter of 2022, our CEO, who is our CODM instituted the practice of evaluating operating performance and making resource allocation decisions using two reportable segments: mass cytometry and microfluidics. In the fourth quarter of 2022, we began referring to these two segments as proteomics and genomics, respectively. Each segment is identified by its unique portfolio of products. Proteomics includes our instruments, consumables, software, and services based upon technologies used in the identification of proteins. Genomics 99 includes our instruments, consumables, software, and services based upon technologies used in the identification of genes (DNA, RNA) and their functions. We determine each segment’s loss from operations by subtracting direct expenses, including cost of product and service revenues, R&D expense and sales and marketing expense, from revenues. Amortization, depreciation, and restructuring expense are included in each segment’s operating expenses. Corporate costs, including general and administrative expenses for functions shared by both operating segments such as executive management, human resources and finance, along with interest and taxes, are excluded from each segment’s results, which is consistent with how our CODM measures segment performance. We do not prepare, or report segmented balance sheet information as our CODM does not use the information to assess segment operating performance. The segments adhere to the same accounting policies as the Company as a whole. Segment reporting for historical periods has been included in this report to ensure comparability with the current year. Our business segment information for the years ended December 31, 2022 and 2021 as follows (in thousands): Year Ended December 31, 2022 2021 Revenue: Proteomics $ 52,502 $ 67,657 Genomics 45,446 62,924 Total revenue $ 97,948 $ 130,581 Loss from operations: Proteomics $ ( 28,751 ) $ ( 10,917 ) Genomics ( 26,885 ) ( 10,198 ) Corporate expenses ( 60,569 ) ( 46,344 ) Total loss from operations $ ( 116,205 ) $ ( 67,459 ) Depreciation & amortization: Proteomics $ 4,344 $ 1,073 Genomics 448 456 Corporate 1,431 1,690 Total depreciation & amortization $ 6,223 $ 3,219 Proteomics depreciation and amortization expense for the twelve months ended December 31, 2022 includes a $ 3.5 million impairment charge to write-off the unamortized balance of the developed technology intangible asset acquired from InstruNor in 2020. 16. Restructuring and Other Related Costs In August 2022, we announced a restructuring plan, including a reduction in force, to improve operational efficiency, achieve cost savings and align our Company’s workforce to the future needs of the business. In addition to the reduction in force, we are reducing leased office space, optimizing our manufacturing footprint, and streamlining support functions. We are employing a more disciplined cost management culture throughout our organization, investing in training, and plan to take advantage of more advanced technologies including upgrading our enterprise resource planning (ERP) system. We record restructuring and other related costs as incurred. These items are classified within cost of product and service revenue, R&D expenses, and selling, general and administrative expenses in our consolidated statements of operations. We recognized $ 4.2 million of restructuring expense and $ 1.2 million of other related costs for the twelve months ended December 31, 2022. 100 We expect substantially all cash payments associated with remaining restructuring activities and termination benefits recorded in 2022 will be paid during 2023. We expect to complete all restructuring actions commenced during 2022 by the end of 2023 and to incur additional charges of up to $ 4.0 million related primarily to employee severance and facility exit costs in 2023. These estimates are subject to a number of assumptions, and actual results may differ. A summary of the changes in our restructuring and other related liabilities for the twelve months ended December 31, 2022 appears below (in thousands): Balance at December 31, 2021 Twelve Months Ended December 31, 2022 Balance at December 31, 2022 Liabilities Charges Payments Liabilities (1) Restructuring: Severance and employee-related benefits $ — $ 4,232 $ ( 1,012 ) $ 3,220 Other related costs: Legal and consulting expenses — 1,176 ( 1,157 ) 19 Total $ — $ 5,408 $ ( 2,169 ) $ 3,239 (1) Restructuring liabilities are recorded in accrued compensation and related benefits on the consolidated balance sheet. Liabilities related to other related costs are recorded in other accrued liabilities on the consolidated balance sheet. 101 Restructuring and other related costs were classified in the consolidated statement of operations as follows for the twelve months ended December 31, 2022 (in thousands): Twelve Months Ended December 31, 2022 Restructuring: Cost of product and service $ 63 Research and development 1,116 Selling, general and administrative 3,053 Total restructuring 4,232 Other related costs: Selling, general and administrative 1,176 Total other related costs 1,176 Total restructuring and other related costs $ 5,408 The Company’s restructuring and other related costs by segment and corporate were as follows for the twelve months ended December 31, 2022 (in thousands): Twelve Months Ended December 31, 2022 Restructuring: Proteomics $ 1,708 Genomics 1,065 Corporate 1,459 Total restructuring 4,232 Other related costs : Corporate 1,176 Total other related costs 1,176 Total restructuring and other related costs $ 5,408 17. Commitments and Contingencies In the normal course of business, we enter into various contractual and legally binding purchase commitments. As of December 31, 2022, our open commitments totaled $ 13.5 million. Capital expenditure commitments as of December 31, 2022 were immaterial. We have entered into several license and patent agreements. Under these agreements, we pay annual license maintenance fees, non-refundable license issuance fees, and royalties as a percentage of net sales for the sale or sublicense of products using the licensed technology. Future payments related to these license agreements have not been included in the open commitments above, as the period of time over which the future license payments will be required to be made, and the amount of such payments, are indeterminable. We do not expect the license payments to be material in any particular year. Indemnifications From time to time, we have entered into indemnification provisions under certain of our agreements in the ordinary course of business, typically with business partners, customers, and suppliers. Pursuant to these agreements, we may indemnify, hold harmless, and agree to reimburse the indemnified parties on a case-by-case basis for losses suffered or incurred by the indemnified parties in connection with any patent or other intellectual property infringement claim by any third party with respect to our products. The term of these indemnification provisions is generally perpetual from the time of the execution of the agreement. The maximum potential amount of future payments we could be required to make under these indemnification 102 provisions is typically not limited to a specific amount. In addition, we have entered into indemnification agreements with our officers, directors, and certain other employees. With certain exceptions, these agreements provide for indemnification for related expenses including, among others, attorneys’ fees, judgments, fines and settlement amounts incurred by any of these individuals in any action or proceeding. Contingencies In September 2020, a putative class action complaint alleging violations of the federal securities laws was filed against the Company (also naming our Chief Financial Officer and our former Chief Executive Officer as defendants) in the U.S. District Court for the Northern District of California (Reena Saintjermain, et al. v. Fluidigm Corporation, et al). The Court appointed a lead plaintiff and lead counsel in December 2020, and an amended complaint was filed on February 19, 2021. The complaint, as amended, seeks unspecified damages on behalf of a purported class of persons and entities who acquired our common stock between February 7, 2019 and November 5, 2019 and alleges securities laws violations based on statements and alleged omissions made by the Company during such period. The Company filed a motion to dismiss the complaint on April 5, 2021 and, on August 4, 2021, the Court granted defendants’ motion to dismiss with leave to amend. A second amended complaint was filed on September 14, 2021. The Company filed a motion to dismiss the second amended complaint on October 29, 2021 and, on February 14, 2022, the Court granted defendants’ motion and dismissed the second amended complaint with prejudice. On March 15, 2022, the lead plaintiff filed a notice of appeal of the District Court’s decision. Following t he Circuit Court appellate hearing on February 6, 2023, the Circuit Court granted defendants’ motion to dismiss on February 21, 2023 . From time to time, we may be subject to various legal proceedings and claims arising in the ordinary course of business. These include disputes and lawsuits related to intellectual property, mergers and acquisitions, licensing, contract law, tax, regulatory, distribution arrangements, employee relations and other matters. Periodically, we review the status of each matter and assess its potential financial exposure. If the potential loss from any claim or legal proceeding is considered probable and a range of possible loss can be estimated, we accrue a liability for the estimated loss. We have not recorded any such liabilities in any of the periods presented. Legal proceedings are subject to uncertainties, and the outcomes are difficult to predict. Because of such uncertainties, accruals are based only on the best information available at the time. As additional information becomes available, we continue to reassess the potential liability related to pending claims and litigation and may revise estimates. 103 18. Subsequent Event On February 28, 2023, we signed a lease agreement to sublease approximately 25 % of our corporate headquarters location in South San Francisco for a period of 77 months. We expect to recognize $ 9.1 million of sublease income over the lease term commencing on December 1, 2023. 104 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.