2023 Annual Report
Our vision is to transform
cancer care for patients
all over the world
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d g e n o m i c assays + clinical d
- a s s i s t e d data mining
e v i dence genera
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ust & e ffi
rentiate d m a r k et expansio
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Veracyte
Diagnostics
Platform
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o
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The Veracyte Diagnostic platform is a
unique approach to developing and
launching diagnostic tests that delivers:
• More data
• More insights
• More evidence
• More utility
This unique approach builds a flywheel
for market expansion and value creation
that can be applied down the cancer
continuum and to new cancer
challenges or indications.
North America
South San Francisco, CA
6000 Shoreline Court
Suite 300
S. San Francisco, CA 94080
San Diego, CA
6925 Lusk Boulevard
Suite 200
San Diego, CA 92121
Austin, TX
12357-A Riata Trace
Parkway
Building 5, Suite 100
Austin, TX 78727
International
Marseille, France
163 Avenue de Luminy
13009 Marseille FRANCE
Haifa, Israel
Nahum Het 7
Haifa, Israel 3508506 ISRAEL
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
(Mark One)
☒
☐
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended December 31, 2023
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to
Commission File Number 001-36156
VERACYTE, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
6000 Shoreline Court, Suite 300
South San Francisco, California
(Address of Principal Executive Offices)
20-5455398
(I.R.S. Employer
Identification Number)
94080
(Zip Code)
(650) 243-6300
(Registrant's Telephone Number, Including Area Code)
Securities Registered Pursuant to Section 12(b) of the Act:
Title of each class
Common Stock, par value, $0.001 per share
Trading Symbol(s)
VCYT
Name of each exchange on which registered
The Nasdaq Stock Market LLC
Securities Registered Pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act. Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the
Act. Yes ☐ No ☒
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be
submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a
smaller reporting company, or emerging growth company. See the definitions of "large accelerated filer," "accelerated filer,"
"smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Non-accelerated filer
☒
☐
Accelerated filer
Smaller reporting company
Emerging growth company
☐
☐
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition
period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the
Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the
effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.
7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Exchange Act, indicate by check mark whether the financial
statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of
incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period
pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act). Yes ☐ No ☒
As of June 30, 2023, the aggregate market value of common stock held by non-affiliates of the registrant was
approximately $1.7 billion, based on the closing price of the common stock as reported on the Nasdaq Global Market for that
date.
The number of shares of the registrant's Common Stock outstanding as of February 23, 2024 was 75,067,823.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's proxy statement to be filed with the Securities and Exchange Commission in connection with
the solicitation of proxies for the registrant's 2024 Annual Meeting of Stockholders, or the Proxy Statement, are incorporated
herein by reference in Part III of this Annual Report on Form 10-K to the extent stated herein. The Proxy Statement will be filed
with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended December 31, 2023.
TABLE OF CONTENTS
Item No.
PART I
Item 1. Business
Item 1A. Risk Factors
Item 1B. Unresolved Staff Comments
Item 1C. Cybersecurity
Item 2. Properties
Item 3. Legal Proceedings
Item 4. Mine Safety Disclosure
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
Item 6. [Reserved]
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Item 8. Financial Statements and Supplementary Data
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A. Controls and Procedures
Item 9B. Other Information
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13. Certain Relationships and Related Transactions, and Director Independence
Item 14. Principal Accountant Fees and Services
PART IV
Item 15. Exhibits, Financial Statement Schedules
Item 16. Form 10-K Summary
SIGNATURES
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ITEM 1. BUSINESS
PART I
This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of
1995. When used in this report, the words "expects," "anticipates," "intends," "estimates," "plans," "believes," "continuing,"
"ongoing," and similar expressions are intended to identify forward-looking statements. These are statements that relate to
future events and include, but are not limited to, the factors that may impact our financial results; our expectations regarding
revenue; our expectations with respect to our future research and development, general and administrative and selling and
marketing expenses and our anticipated uses of our funds; the impact of inflation, rising interest rates and foreign exchange
fluctuations, as well as regional conflicts globally, energy and supply chain disruptions, and market volatility resulting from the
above, on our business; changes in our executive officers; our beliefs with respect to the optimization of our processes for the
analysis of ribonucleic acid, or RNA, samples; our ability to successfully integrate C2i Genomics, Inc., or C2i, HalioDx and
Decipher Biosciences into our business; our ability to deploy the nCounter Analysis System successfully and run our tests on
this platform worldwide; our belief in the importance of maintaining libraries of clinical evidence; our expectations regarding
the Percepta Nasal Swab classifier for early lung cancer detection, the Envisia classifier on the nCounter system and the
LymphMark lymphoma subtyping test; our expectations regarding the addition of minimal residue detection capabilities to our
diagnostics platform; our expectations regarding our diagnostic company partnerships; our expectations regarding capital
expenditures; our anticipated cash needs and our estimates regarding our capital requirements; the timing and success of our
transition to offering more of our tests as in vitro diagnostic tests on multiple platforms worldwide; our ability to maintain
Medicare coverage for each of our tests; our need for additional financing; potential future sources of cash; our business
strategy and our ability to execute our strategy; our ability to achieve and maintain reimbursement from third-party payers at
acceptable levels and our expectations regarding the timing of reimbursement; the estimated number of patients who are
candidates for our tests; the attributes and potential benefits of our tests and any future tests we may develop to patients,
physicians and payers; the factors we believe drive demand for and reimbursement of our tests; our ability to sustain or increase
demand for our tests; our intent to expand into other clinical areas; our ability to develop new tests, and the timeframes for
development or commercialization; our ability to get our data and clinical studies accepted in peer-reviewed publications; our
dependence on strategic relationships, and the success of those relationships; our beliefs regarding our laboratory capacity; the
potential for future clinical studies to contradict or undermine previously published clinical study results; the applicability of
clinical results to actual outcomes; our expectations regarding our international expansion; the occurrence, timing, outcome or
success of clinical trials or studies; the ability of our tests to impact treatment decisions; our beliefs regarding our competitive
position; our compliance with federal, state and international regulations; the potential impact of regulation of our tests by the
Food and Drug Administration, or FDA, or other regulatory bodies; the impact of new or changing policies, regulation or
legislation, or of judicial decisions, on our business; the impact of seasonal fluctuations and economic conditions on our
business; our belief that we have taken reasonable steps to protect our intellectual property; our belief that our intellectual
property will develop and maintain our competitive position; the impact of accounting pronouncements and our critical
accounting policies, judgments, estimates, models and assumptions on our financial results; and anticipated trends and
challenges in our business and the markets in which we operate. We caution you that the foregoing list does not contain all of
the forward-looking statements made in this report.
Forward-looking statements are based on our current plans and expectations and involve risks and uncertainties which
could cause actual results to differ materially. These risks and uncertainties include, but are not limited to, those risks discussed
in Part I, Item 1A of this report. These forward-looking statements speak only as of the date hereof. We expressly disclaim any
obligation or undertaking to update any forward-looking statements contained herein to reflect any change in our expectations
with regard thereto or any change in events, conditions or circumstances on which any such statement is based.
When used in this report, all references to "Veracyte," the "company," "we," "our" and "us" refer to Veracyte, Inc.,
together with its consolidated subsidiaries, unless otherwise noted.
Veracyte, Afirma, Percepta, Envisia, Prosigna, Lymphmark, Decipher, GRID, HalioDx, TMExplore, Brightplex,
Immunosign, C2i Genomics, C2intelligence, C2inform and the Veracyte logo are registered or pending trademarks of Veracyte,
Inc. and its subsidiaries in the United States and selected countries. nCounter is the registered trademark of NanoString
Technologies, Inc., or NanoString, in the United States and selected countries and used by Veracyte under license.
Immunoscore is the registered trademark of Institut National de la Santé et de la Recherche Médicale, or Inserm, in the United
States and selected countries and used by Veracyte under license.
1
This annual report contains statistical data and estimates that we obtained from industry publications and reports. These
publications typically indicate that they have obtained their information from sources they believe to be reliable, but do not
guarantee the accuracy and completeness of their information. Some data contained in this annual report is also based on our
internal estimates. Although we have not independently verified the third-party data, we are responsible for its inclusion in the
annual report and believe it to be reasonable.
General
At Veracyte, we believe that exceptional cancer care begins with exceptional diagnostics. We are a global diagnostics
company that empowers clinicians with the high-value insights they need to guide and assure patients at pivotal moments in the
race to diagnose and treat cancer. Our high-performing tests enable clinicians to make more confident diagnostic, prognostic
and treatment decisions, helping patients avoid unnecessary procedures and interventions, and accelerating time to appropriate
treatment, thereby improving outcomes for patients all over the world. With our acquisition of C2i, a minimal residual disease,
or MRD, detection company, which was completed in February 2024, we aim to expand our role across the cancer continuum,
moving from providing early decision support to following the patient through treatment, helping to monitor the success of a
therapeutic or surgical intervention, and supporting the determination of the best course of action for each patient.
Through our leading portfolio of comprehensive molecular diagnostic tests, we are focused on progressing patient care
from the current standard to a more individualized approach, leveraging each patient’s unique cancer biology to improve their
outcomes.
We currently offer tests in thyroid cancer (Afirma); prostate cancer (Decipher Prostate); breast cancer (Prosigna); bladder
cancer (Decipher Bladder); and interstitial lung diseases (Envisia). Our novel Percepta Nasal Swab test for lung cancer is being
run in our Clinical Laboratory Improvement Amendments of 1988, or CLIA, laboratory in support of clinical studies and our
test for lymphoma is in development as a companion diagnostic.
We serve global markets with two complementary models. In the United States, we offer laboratory developed tests, or
LDTs, through our centralized CLIA certified laboratories in South San Francisco and San Diego, California, supported by our
cytopathology expertise in Austin, Texas. Additionally, primarily outside of the United States, we provide tests to patients as in
vitro diagnostics, or IVDs, which are distributed to laboratories and hospitals that can perform the tests locally. Our Prosigna
test is currently available as an IVD and our Decipher Prostate and Percepta Nasal Swab tests are in development as IVDs. We
are using a multi-platform IVD approach, which will include next generation sequencing, or NGS, and quantitative polymerase
chain reaction, or qPCR, to accelerate our ability to reach patients globally with our tests.
Our Novel Approach — the Veracyte Diagnostics Platform
We have established a novel approach to drive the successful launch and adoption of our high-performing tests, which we
refer to as the Veracyte Diagnostics Platform. This approach leverages broad genomic and clinical data, our deep bioinformatics
and artificial intelligence, or AI, capabilities, and a powerful evidence-generation engine, which ultimately drives durable
reimbursement and guideline inclusion for our tests, along with new insights to support continued innovation and pipeline
development.
Our high performing tests are developed using this proven framework. We identify an unmet clinical need, determine the
combination of appropriate biomarkers utilizing cutting-edge genomic and other technologies, and then tune our assays with
deep scientific and machine learning capabilities.
We then take a comprehensive approach to launching and driving adoption for our tests. We generate extensive genomic
and clinical data through our whole-omic approach, fueling insights, evidence and, ultimately, further utility. Today, we take a
whole-transcriptome approach to our diagnostic, prognostic and predictive tests. C2i Genomic’s MRD technology will add a
whole-genome approach for treatment effectiveness, monitoring, and disease recurrence detection.
In each case, this data is used to develop a comprehensive and robust assay to address a clinical need. We perform these
tests in our clinical labs to generate a growing repository of data. We then utilize our deep bioinformatic and AI capabilities to
derive broad insights that not only support the test in question, but also enable research to demonstrate expanded test utility or
support entry into new indications.
Our experienced clinical and medical teams work with our scientific and commercial teams to drive repeated cycles of
evidence development. With both prospective and retrospective studies over time, we focus on evidence that allows us to
answer key clinical questions while also demonstrating the clinical benefit and impact of our tests, which is needed to drive
their adoption and guideline inclusion.
2
With our years of experience in market access and reimbursement, we work closely with public and private payers to
leverage this evidence and meet their clinical utility requirements, which facilitates reimbursement. Our market-leading, real-
world utilization then continues to drive more data, which leads to more insights, more evidence and more utility, all of which
provide additional support for and confidence in our tests, further increasing durable reimbursement and guideline inclusion for
our tests, along with new insights to support continued innovation and pipeline development.
Serving the U.S. Market Through Our CLIA Labs
In the United States, our tests are improving patient care in thyroid, prostate, lung, and bladder cancer, as well as in
interstitial lung disease.
Currently all of our tests are serviced through our own CLIA certified laboratories in South San Francisco and San Diego,
California; and Austin, Texas. We manage our labs with a focus on operational excellence and continuous improvement. We
measure performance using such criteria as lab-processing turnaround time, failure rates and deviation vs. control. We have an
active monitoring program to ensure lab operations exceed regulatory requirements. We use a systematic, analytical approach
aimed at delivering optimal outcomes for patients and referring physicians, while driving cost and lab-efficiency improvement
as we scale operations.
Our Clinical Diagnostic Tests Offered Through Our CLIA Labs
Thyroid Cancer - Afirma Genomic Sequencing Classifier
Each year in the U.S, approximately 600,000 people undergo fine needle aspiration, or FNA, biopsy evaluation for
potentially cancerous thyroid nodules. Many of these patients receive indeterminate results (not clearly benign or malignant)
based on traditional cytopathology evaluation. Historically, most of these patients were referred to diagnostic surgery, even
though 70% to 80% of the time, the nodules proved to be benign.
We developed the Afirma Genomic Sequencing Classifier, or GSC, to determine which patients with indeterminate results
are actually benign so that these patients may avoid unnecessary, costly surgery that often leads to the need for lifelong daily
thyroid hormone replacement therapy. The test was developed with whole-transcriptome RNA sequencing and machine
learning technology to provide physicians with clinically actionable results from the same FNA biopsy used for initial
cytopathology. Afirma GSC testing also provides important gene mutation information to help guide treatment decisions for
patients with thyroid nodules that are suspicious for cancer.
Strong clinical validation data from a multicenter cohort of prospectively collected patient samples were published in
JAMA Surgery in 2018. The findings showed that the Afirma GSC has a sensitivity of 91% and specificity of 68%, meaning
that in a patient population with 24% cancer prevalence – which is what would be expected in clinical practice – the test can
identify more than two-thirds of benign thyroid nodules, with a negative predictive value, or NPV, of 96%. In 2022, a meta-
analysis of 13 independent studies assessing the test's performance in a real-world clinical setting found a sensitivity of 97%, a
specificity of 88%, and an NPV of 99%, reinforcing Afirma's performance.
Afirma GSC and its predecessor, the Afirma Gene Expression Classifier, have been featured in more than 140 peer-
reviewed, published studies. These include the original clinical validation study, which was published in The New England
Journal of Medicine. Afirma testing is included in leading practice guidelines and is covered for over 275 million Medicare and
commercial health plan enrollees in the United States.
Our sales team sells Afirma GSC to endocrinologists and other physicians who perform FNA biopsies on patients with
thyroid nodules. Physicians can order Afirma GSC testing in one of two ways: by submitting indeterminate FNA samples
directly to Veracyte for genomic testing or by submitting FNA samples for initial cytopathology analysis by our partner,
Thyroid Cytopathology Partners, with genomic testing performed by Veracyte when the cytopathology is indeterminate. Our
online portal enables physicians and their staff to easily submit and track test orders and download results.
Prostate Cancer - Decipher Prostate Biopsy and Radical Prostatectomy, or RP, Genomic Classifiers
An estimated 288,000 men are diagnosed with prostate cancer each year in the United States. Prior to the utilization of
genomics, clinicians relied solely on clinical parameters, such as prostate-specific antigen, or PSA, level and pathology to
determine the appropriate treatment for each patient. But those factors alone do not always reflect the true biology of the tumor,
which often leads to over- and under-treatment of patients with localized prostate cancer. The Decipher Prostate Genomic
Classifier test results dramatically improve the physician's ability to personalize therapy for each patient and make more
appropriate treatment decisions.
The Decipher Prostate cancer tests, developed through whole-transcriptome analysis and machine learning, are used
across localized disease to predict a patient’s risk of progressing to metastatic disease within five years, which helps physicians
3
determine an appropriate treatment plan. The Decipher Prostate Biopsy test is performed on a prostate biopsy sample following
a cancer diagnosis to inform whether the patient is a candidate for active surveillance, needs monotherapy or may benefit from
multi-modal or intensified therapy. The Decipher Prostate RP test is performed on surgical tissue to guide decision-making
regarding treatment timing following radical prostatectomy and to help determine whether patients undergoing salvage
radiotherapy may benefit from the addition of hormone therapy or may safely avoid hormone therapy and its side effects.
The Decipher Prostate Genomic Classifier is currently being investigated in seven National Cancer Institute-sponsored,
phase 3, prospective, randomized controlled clinical trials; 24 phase 2/3 prospective trials; and more than 20 retrospective
studies of phase 3 randomized controlled trials. Many of these trials require Decipher Prostate testing for study inclusion. The
test’s performance and utility has been evaluated in more than 75 peer-reviewed, published studies and an additional 73
discovery publications leveraging the research-use-only Decipher GRID.
The NCCN Clinical Practice Guidelines in Oncology, or NCCN Guidelines, for Prostate Cancer (v1.2023) includes a table
(Table 1) in Principles of Risk Stratification summarizing the characteristics of different tools used for initial risk stratification
of clinically localized prostate cancer. In this table, Decipher Prostate is the only gene expression test with the highest level of
evidence (Level 1) for validation. The NCCN Guidelines also uniquely suggest use of the Decipher Prostate RP test to inform
treatment recommendations, post surgery, based on the patient’s Decipher score. Decipher Prostate is covered by Medicare and
commercial payers representing approximately 200 million enrollees.
Bladder Cancer - Decipher Bladder Genomic Classifier
Each year in the United States, approximately 82,000 people are expected to be diagnosed with bladder cancer. Patients
diagnosed with non-metastatic muscle-invasive bladder cancer, or MIBC, often undergo neoadjuvant chemotherapy, or NAC,
prior to standard-of-care radical cystectomy, even though the absolute survival benefit associated with the addition of NAC to
radical cystectomy is just 5% to 10%. Until recently, physicians often struggled to determine which MIBC tumors would or
would not respond to chemotherapy.
Decipher Bladder is a genomic test that measures the molecular profile of bladder cancer using gene expression analysis
from transurethral resected bladder tumor specimens. The test was developed for use in bladder cancer patients with high-grade
non-muscle-invasive disease who are being considered for treatment and patients with muscle-invasive disease who face the
question of immediate cystectomy or systemic treatment in the neoadjuvant setting prior to cystectomy. Decipher Bladder
reports the molecular subtype of the tumor specimen as Luminal or Non-Luminal (Luminal Infiltrated, Basal, Basal Claudin-
Low or Neuroendocrine-like), with each subtype having distinct biological composition, clinical behavior and predicted benefit
from NAC, and may have implications for future therapeutic strategies.
The Decipher Bladder test is supported by multiple peer-reviewed clinical studies demonstrating its ability to identify
which patients have a higher risk of upstaging to non-organ confined disease at surgery and which patients may benefit the most
from neoadjuvant therapy.
We began commercialization of the Decipher Bladder test in the fall of 2021, following final Medicare coverage for the
test in July 2021. The Decipher Bladder test is the first genomic test to be covered by Medicare for patients with bladder cancer.
ILD/IPF - Envisia Genomic Classifier
Each year in the United States approximately 200,000 patients are suspected of having an interstitial lung disease, or ILD,
including idiopathic pulmonary fibrosis, or IPF, which is among the most common and deadly of these lung-scarring diseases.
Obtaining an accurate, timely IPF diagnosis is important given the availability of drugs that can slow the progression of this
debilitating disease, as well as the need to avoid inappropriate and potentially harmful treatment. Additionally, prognostic
information may help physicians determine treatment plans for patients with ILDs, including IPF.
Limitations in current technologies often make IPF difficult to diagnose, which can lead to treatment delays, repeated
misdiagnoses, patient distress and added healthcare expenses. Physicians routinely use high-resolution computed tomography,
or HRCT, imaging to identify usual interstitial pneumonia, or UIP, the pattern whose presence is essential to IPF diagnosis. UIP
also helps identify non-IPF patients whose ILD is likely to progress. HRCT, however, frequently provides inconclusive results,
with current guidelines recommending consideration of surgery to secure a more definitive diagnosis. Such surgeries are risky
and expensive, and many patients are too frail to undergo the procedure. Of the 200,000 patients suspected of having ILD,
approximately half have a probable or indeterminate UIP pattern on HRCT imaging.
The Envisia classifier is the first test of its kind for improving the diagnosis of ILDs, including IPF, without the need for
surgery. The test identifies UIP with high accuracy on patient samples that are obtained through transbronchial biopsy, a
nonsurgical procedure that is commonly used in lung evaluation.
4
The Envisia classifier is supported by clinical data published in multiple peer-reviewed journals, including The Lancet
Respiratory Medicine and American Journal of Respiratory and Critical Care Medicine. In 2022, an updated global (ATS/ERS/
JRS/ALAT) clinical practice guideline highlighted the role of the Envisia Classifier in the diagnosis of IPF with more than 40%
of the guideline authors voting to recommend Envisia testing. The guideline points to a published meta-analysis in AnnalsATS
demonstrating the Envisia test's consistently high specificity of 92% across 4 separate studies.
We obtained Medicare coverage for the Envisia classifier through the Molecular Diagnostics Services Program, or
MolDX, program in 2019. We estimate that half of the patients evaluated for ILDs/IPF in the United States are covered by
Medicare.
Lung Cancer - Percepta Nasal Swab Test
Lung cancer has the highest mortality rate of all cancers worldwide, causing approximately 1.8 million deaths each year.
Lung nodules are typically the first sign of lung cancer and cannot be ignored, however most of them are benign. Physicians
currently have limited objective tools to help accurately determine which patients with lung nodules found on CT scans have
cancer. Approximately 15 million patients are now recommended for annual lung cancer CT screening to detect potentially
cancerous lung nodules early. Approximately 1 million Americans are screened annually for lung cancer, and about 1.6 million
lung nodules are found incidentally each year. We developed the noninvasive Percepta Nasal Swab test to help physicians more
accurately, quickly and confidently determine lung cancer risk so that patients whose lung nodules are benign may avoid
unnecessary invasive procedures and patients whose nodules are likely cancerous may proceed to further diagnostic work-up
and, if necessary, treatment.
The Percepta Nasal Swab test is built upon foundational "field of injury" science, through which genomic changes
associated with lung cancer in current and former smokers are detected using a sample collected non-invasively from the nasal
passage. Veracyte developed the final classifier using RNA whole-transcriptome sequencing and machine learning on a training
set of nasal samples from more than 1,100 patients representing a wide range of lung and tumor biology.
Clinical validation data published in the journal CHEST showed that when the Percepta Nasal Swab test identified patients
as low risk, its sensitivity was 97%, providing a negative predictive value, or NPV, of 98% in a population with the 25% cancer
prevalence that would be expected in a broad cohort with suspicious lung nodules. We believe this NPV can assist physicians in
avoiding unnecessary invasive procedures in these patients with a very small likelihood of missing a cancer. When the test
identified patients as high risk, its specificity was 92%, for a positive predictive value, or PPV, of 70% at a malignancy rate of
25%. Given these data, we believe the Percepta Nasal Swab test would assist physicians in directing these patients to further
procedures so they could obtain an accurate diagnosis and speed time to treatment, if necessary. Patients in the moderate risk
group could be managed according to current clinical guidelines. We are running the Percepta Nasal Swab test in our CLIA lab
in support of our NIGHTINGALE clinical utility study, in an effort to produce data to help drive Medicare and private payer
coverage, as well as clinical adoption.
Driving Global Growth with Distributed IVD Tests
Once we have developed robust clinical evidence and physician adoption of our tests in the United States, we typically
then drive further patient access by launching them, as appropriate, into global markets as IVD tests. This approach enables our
tests to be performed locally in laboratories and hospitals worldwide, which we believe facilitates market access and physician
adoption in Europe and other strategic global markets.
We currently offer IVD testing in breast cancer using the nCounter Analysis System, for which we acquired the exclusive
worldwide license for clinical IVD test use in December 2019. In November 2023, we announced a multi-year agreement with
Illumina, Inc. to develop and offer some of our molecular tests as decentralized IVD tests on their NextSeq 550Dx NGS
instrument to leverage their large installed base and lower cost per test. This agreement reflects our expanded, multi-platform
approach to IVD testing, which will include NGS and qPCR, to help accelerate our ability to make our tests available to more
patients globally. The first tests that we plan to develop for the Illumina NextSeq 550Dx instrument are our Prosigna Breast
Cancer Assay and Percepta Nasal Swab test, which we expect to be available for commercialization outside of the United States
in 2025 and 2026, respectively. We are also developing our Decipher Prostate test as a qPCR-based test, which we expect to
commercialize outside of the United States in the second half of 2025.
Our acquisition of HalioDx in August 2021 provided us with a European headquarters to develop, manufacture and supply
our own IVD test kits. We have largely completed the transition of our test manufacturing from NanoString in the United States
to our facility in Marseille, France, giving us greater control of our IVD test supply chain. The vertical integration of
development and manufacturing will enhance our ability to efficiently serve the global market with a broad menu of diagnostic
tests.
Breast Cancer - Prosigna Breast Cancer Assay
Breast cancer is the most common cancer and the leading cause of cancer-related death in women worldwide. In 2020,
there were an estimated 2.3 million new cases of the disease. Hormone receptor positive breast cancer is the most prevalent type
5
of breast cancer, comprising approximately 70% of cases. Of these, we estimate that the global early-stage breast cancer
recurrence market is significant, with approximately 750,000 patients potentially eligible for the Prosigna Breast Cancer Assay
annually. Included in this estimate are approximately 280,000 patients in the United States and 270,000 across the major
markets in Europe.
Information about individual patients’ prognosis is the foundation of treatment decision-making and recommendations in
breast cancer. However, traditional non-molecular tests are often insufficient to reliably determine patients’ individual risk of
recurrence and, therefore, adequately inform therapy decisions.
The Prosigna Breast Cancer Assay is a clinically validated prognostic assay that uses advanced genomic technology and
combines clinical and pathological information to help inform next steps for post-menopausal women with early-stage,
hormone receptor positive breast cancer, helping them avoid unnecessary toxic chemotherapy or under-treatment. The assay is
performed in laboratories in Europe and the United States, as well as select other countries. The Prosigna Breast Cancer Assay
analyzes the activity of 46 genes in the PAM50 gene signature, and based on molecular subtypes, proliferation score, and
clinical-pathological features, can provide a hormone-receptor positive, early-stage breast cancer patient and their physician
with a prognostic risk-of-recurrence score that indicates the probability of cancer recurrence over the next ten years.
The Prosigna assay is clinically validated in studies published in Annals of Oncology and the Journal of Clinical
Oncology. Medicare coverage for Prosigna has been in effect since 2015. The test is recommended in guidelines from the
National Comprehensive Cancer Network and the American Society of Clinical Oncology in the United States. Outside of the
United States, the test is included in leading medical guidelines, including from the National Institute for Health and Care
Excellence in the United Kingdom and the European Society for Medical Oncology.
The Prosigna assay utilizes formalin-fixed and paraffin-embedded breast cancer tissue and is offered as an IVD test that
runs on the nCounter Analysis System. The test has been CE-IVD marked, showing that it conforms with European Union
regulations, and is available for use by healthcare professionals in the European Union and other countries that recognize the
CE mark, as well as in Canada, Israel, Australia, New Zealand and Hong Kong. The Prosigna test is FDA 510(k) cleared in the
United States for use on the nCounter Analysis System.
The Prosigna Breast Cancer Assay is sold to laboratories by our direct sales team and through distributors in certain
countries.
Expanding Into Minimal Residual Disease
In February 2024, we acquired C2i, an MRD company, adding whole-genome MRD capabilities to our novel diagnostics
platform and positioning us to serve physicians and their patients further along the care continuum, in combination with our
diagnostic and prognostic tests. MRD is a large emerging market, currently estimated at a total addressable market, or TAM, of
$20 billion annually. We believe we can leverage our specialist commercial channels and relationships to partner early in a
patient’s care, using our indication-specific focus and expertise to drive adoption from the first diagnostic test onward. MRD
testing will expand the value we provide to clinicians to inform whether a patient’s intervention was successful or if
management escalation is required.
C2i’s whole-genome, artificial intelligence-powered approach generates broad signatures from blood more quickly and
efficiently than bespoke panels. C2i's MRD solution requires less than a tube of blood (as little as 3-4 ml blood, or 1-2 ml
plasma), can go from sample to result in just two weeks, and delivers improved performance compared to imaging and other
molecular tests. We believe this ability will enable physicians to track a tumor’s progression as it evolves from early diagnosis
through patient treatment and follow-up.
We expect our first application of C2i’s technology will be a muscle-invasive bladder cancer MRD test, where we plan to
leverage our strong urology commercial channel and a clear pathway to expected reimbursement. We expect to launch our first
test in the first half of 2026. We plan to also develop further MRD tests in several other indications.
Biopharmaceutical and Other Revenue
We have formed numerous biopharmaceutical partnerships that derive value out of our current assets or future ones.
Through development and commercialization of our tests, we have built or gained access to unique biorepositories that include
extensive clinical cohorts and whole-genome RNA sequencing and other data.
Through the acquisition of HalioDx in 2021, we gained expertise in immuno-oncology services for biopharmaceutical
customers, as well as know-how in IVD test development and manufacturing, the latter of which is utilized to provide services
to other diagnostic companies in indications that are noncompetitive to Veracyte.
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Macroeconomic Factors
Recent interest rate increases and inflation in the United States and other markets globally, as well as turmoil in the global
banking and finance system, have heightened the risk of an economic downturn or recession and volatility and have resulted in
recent volatility in the capital or credit markets in the United States and globally. Moreover, the continued fluctuation of the
United States dollar compared to other currencies, has impacted and may continue to impact our results of operations. We
intend to continue to monitor macroeconomic conditions closely and may determine to take certain financial or operational
actions in response to such conditions as appropriate. In addition, regional conflicts like those between Russia and Ukraine have
increased the risk of disruptions to energy supplies in Europe, which may impact our ability to manufacture tests or perform
services from our facility in Marseille, France, and other conflicts may adversely impact our business and operating results.
Finally, the ongoing conflict in the Middle East may disrupt our Israel business operations and affect employees acquired
through our acquisition of C2i.
The extent of the impact of macroeconomic factors on our future liquidity and operational performance will depend on
certain developments, the impact on our customers' operations; the impact to our sales and renewal cycles; changes in central
bank policies and interest rates; rates of inflation; and changes in foreign currency exchange rates. See "Risk Factors" for
further discussion.
Reimbursement
United States
Revenue from our tests comes from several sources, including commercial third-party payers, such as insurance
companies and health maintenance organizations, government payers, such as Medicare and Medicaid, and patients.
Medicare generally covers molecular diagnostic tests through the individual Medicare Administrative Contracts, or
MACs. Medicare coverage for most of Veracyte’s tests is determined through the MolDX program, administered by the MAC
Palmetto GBA. Through Local Coverage Determinations, or LCDs, and associated coverage articles, MolDX covers Afirma
GSC, Envisia, Decipher Prostate, Decipher Bladder, and Prosigna. For testing services that do not fall within the scope of the
MolDX program, coverage may be adjudicated by the MAC with jurisdiction over the laboratory that performs the test, either
via an LCD or on a claim-by-claim basis.
Since 1984, Medicare has paid for clinical diagnostic laboratory tests, or CDLTs, on the Clinical Laboratory Fee
Schedule, or CLFS, under section 1833(h) of the Social Security Act, or the SSA. Section 216(a) of the Protecting Access to
Medicare Act of 2014, or PAMA, made extensive revisions to the Medicare CLFS coding, rate setting processes, and laboratory
payment reporting for CDLTs, and created a new subcategory of CDLTs called Advanced Diagnostic Laboratory Tests, or
ADLTs, with separate reporting and payment requirements.
In 2016, the Centers for Medicare and Medicaid Services, or CMS, issued the final rule to implement the requirements of
PAMA, which significantly revised the Medicare payment system for CDLTs. The final rule was implemented on January 1,
2018, for the private payer rate-based fee schedule required by PAMA. Under the final rule, for CDLTs furnished on or after
January 1, 2018, the amount Medicare pays is equal to the weighted median of private payer rates for the CDLTs, reported
triennially for CDLTs, and annually for ADLTs. Since the initial implementation of PAMA, Congress has extended the
payment review cycle on multiple occasions. The most recent legislation, passed in November 2023, enacts another one-year
delay in reporting of private payor rates under PAMA which delays the next private payor rate reporting period from January-
March 2024 to January-March 2025. Reporting during this period will continue to be based on private payor rates for which
final payment was made from January-June 2019. If not delayed further, rates reported in 2025 would set CLFS payment rates
from 2026-2028.
We submit claims to payers directly using unique American Medical Association Current Procedural Terminology, or
CPT, codes when they exist for our products and services and use either miscellaneous or common CPT codes for non-
proprietary testing services or when unique codes do not exist. Third-party payers, including Medicare, have specific and often
complex billing rules, failure to abide by which may result in denials, audits, and/or refund requests. We work with commercial
payers to establish medical coverage policies for our tests and services, negotiate network status and contracted rates. Payment
from third-party payers differs depending on whether we have entered into a contract with the payers as a “contracted provider”
or do not have a contract and are considered a “non-contracted provider.” Payers will often reimburse non-contracted providers,
if at all, at a lower rate than contracted providers.
When we contract to serve as a contracted provider, reimbursements are made pursuant to a negotiated fee schedule and
are limited to only covered indications. Becoming a contracted provider generally results in higher reimbursement for covered
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indications and lack of reimbursement for non-covered indications. As a result, the impact of becoming a contracted provider
with a specific payer will vary.
In some cases, third party payers may request audits of the amounts paid to us. This may require us to repay certain
amounts to payers as a result of such audits.
Factors that impact reimbursement include, among others:
variability in medical policies indicating coverage for our products and services;
network status and claims adjudication as in-network or out of network and corresponding patient co-pay/coinsurance
responsibilities;
patient financial assistance programs;
changes to American Medical Association's CPT coding rules and edits;
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• Medicare clinical laboratory and physician fee schedules;
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• Medicaid fee schedules;
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government sequestration;
contracted rates for our diagnostics;
utilization management or prior authorization processes and steps put in place by commercial payers ensuring medical
necessity of services ordered for patients;
billing errors; and
claims disputes.
For the years ended December 31, 2023, 2022 and 2021, respectively, revenue was represented by the indicated percent
for each payer:
Medicare accounted for 35%, 36% and 35% of our testing revenue. Medicaid accounted for 1%, 3%, and 2% of our
testing revenue. Private commercial payers accounted for 64%, 61%, and 63% of our testing revenue.
In Vitro Diagnostic Tests
For our IVD tests, we bill hospital and laboratory customers directly for test kits they order. Our customers subsequently
bill third-party payers for reimbursement. We continue to drive Prosigna reimbursement efforts in Europe and other global
markets through the development of clinical and other evidence to support the test’s inclusion in guidelines and coverage
programs. The test is currently reimbursed in Germany, France, Spain, Portugal, Italy, Netherlands, Norway, Sweden,
Denmark, Austria, Lithuania, Switzerland, Canada, England, Scotland, and Israel.
Competition
Our main competition are companies that use next generation sequencing technology or other methods to measure
genomic biomarkers in disease areas addressed by our tests.
Our Afirma test faces competition from companies that use next generation sequencing technology or other methods to
measure mutational markers such as BRAF and KRAS, along with numerous other mutations. These organizations include, for
example, Interpace Diagnostics Group, Inc. and CBLPath, Inc./University of Pittsburgh Medical Center, as well as others who
are developing new products or technologies that may compete with our tests.
Our Decipher Prostate test faces competition from Myriad Genetics, Inc., or Myriad Genetics, and MDxHealth, SA, or
MDxHealth, which offer genomic testing for prognostic purposes within localized prostate cancer. Additionally, traditional
methods used by pathologists and clinicians to estimate risk of disease progression pose competitive threats to our business.
Additionally, companies seeking to combine traditional pathology methods and artificial intelligence powered image analysis
could potentially emerge as competitors. Of these, Artera appears to be farthest along in development of a commercial product.
In bladder cancer, we are not currently aware of a direct competitor offering genomic testing for prognostic purposes that match
the intended use population for our test. However, DNA mutational analysis, traditional clinical methods and nomograms are
currently in use by physicians for similar purposes.
We believe our primary competition in pulmonology with our Envisia classifier will similarly come from traditional
methods used by physicians to diagnose the related diseases. For the Percepta Nasal Swab test, we expect competition from
companies focused on lung cancer such as Biodesix, Inc. We believe our principal competitor in the breast cancer diagnostics
market is Exact Sciences, Inc., which currently commands a substantial majority of the market. Other competitors in the breast
cancer diagnostics market include Myriad Genetics, Inc. and Agendia, Inc.
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We believe our primary competition in MIBC is Natera, Inc. For future indications we choose to serve, competition may
come from numerous other companies in the space, including but not limited to, Natera, Inc., Guardant Health, Inc., Personalis,
Inc., NeoGenomics, Inc., Exact Sciences Corporation, Twist Biosciences Corporation, Invitae Corporation, and Myriad
Genetics, Inc.
In addition, competitors may develop their own versions of our solutions in countries we may seek to enter where we do
not have patents or where our intellectual property rights are not recognized, and compete with us in those countries, including
encouraging the use of their solutions by physicians in other countries.
We believe key factors contributing to our success in the market include our Veracyte Diagnostics Platform, scientific and
technological excellence, evidence of clinical differentiation, strong KOL support and payer coverage policies for our tests. We
believe our strength across these areas form a barrier to entry and a competitive advantage. Our specialist channels and
relationships allow us to enter the cancer care continuum at the beginning of a cancer patient’s journey, which positions us to
more easily move down through that journey from diagnosis through treatment and monitoring. However, our competitive
landscape may change over time as new competitors enter the market. As we add new tests and services, we will face many of
these same competitive risks for these new tests as well.
Patents and Proprietary Technology
In order to remain competitive, we must develop and maintain protection of the proprietary aspects of our technologies.
To that end, we rely on a combination of patents, copyrights and trademarks, as well as contracts, such as confidentiality,
invention assignment and licensing agreements. We also rely upon trade secret laws to protect unpatented know-how and
continuing technological innovation. In addition, we have what we consider to be reasonable security measures in place to
maintain confidentiality. Our intellectual property strategy is intended to develop and maintain our competitive position.
We apply for and in-license patents covering our products and technologies and uses thereof, as we deem appropriate;
however, we may fail to apply for patents on important products and technologies in a timely fashion or at all, or we may fail to
apply for patents in potentially relevant jurisdictions. Certain of our issued patents expire between 2024 and 2038 and are
related to methods used in thyroid cancer diagnostics, urologic cancers diagnostics, lung cancer and disease diagnostics, breast
cancer diagnostics, and immuno-oncology diagnostics.
We intend to file additional patent applications in the United States and abroad to strengthen our intellectual property
rights; however, our patent applications may not result in issued patents in a timely fashion or at all, and we cannot assure
investors that any patents that have issued or might issue will protect our technology. We may receive notices of claims of
potential infringement from third parties in the future.
We hold or in-license registered trademarks in the United States for “Veracyte,” “Afirma,” “Percepta,” “Envisia,”
“Prosigna,” “Lymphmark,” “Decipher,” “GRID,” “HalioDx,” “Immunoscore,” “Brightplex,” “Immunosign,” “TMExplore,”
and the Veracyte logo. “C2i Genomics,” “C2Inform,” and “C2Intelligence” are trademarks acquired through the C2i acquisition
and are pending registration with the USPTO. We also hold registered trademarks in various jurisdictions outside of the United
States.
We require all employees and consultants working for us to execute confidentiality agreements, which provide that all
confidential information received by them during the course of the employment or consulting relationship be kept confidential,
except in specified circumstances. Our agreements with our employees provide that all inventions, discoveries and other types
of intellectual property, whether or not patentable or copyrightable, conceived by the individual while he or she is employed by
us, are assigned to us. We cannot provide any assurance, however, that employees and consultants will abide by the
confidentiality or assignment terms of these agreements. Despite measures taken to protect our intellectual property,
unauthorized parties might copy aspects of our technology or obtain and use information that we regard as proprietary.
Environmental Matters
Our operations require the use of hazardous materials (including biological materials) which subject us to a variety of
federal, state and local environmental and safety laws and regulations. Some of these regulations provide for strict liability,
holding a party potentially liable without regard to fault or negligence. We could be held liable for damages and fines as a result
of our, or others’, business operations should contamination of the environment or individual exposure to hazardous substances
occur. We cannot predict how changes in laws or new regulations will affect our business operations, or the cost of compliance.
Historically, the cost of compliance for these safety laws and regulations related to the protection of the environment has not
materially impacted our operations. There were no material capital expenditures related to environmental compliance in the
year ended December 31, 2023. Similarly, we do not anticipate any significant expenditures for the year ending December 31,
2024.
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Raw Materials and Suppliers
We procure reagents, equipment, and other materials that we use to perform our tests from sole suppliers. We also
purchase components used in our collection kits from sole-source suppliers. Some of these items are unique to these suppliers
and vendors. In addition, we utilize external providers to assemble and distribute our sample collection kits. While we have
developed alternate sourcing strategies for these materials and vendors where possible, we cannot be certain whether these
strategies will be effective, or the alternative sources will be available when we need them. If these suppliers can no longer
provide us with the materials we need to perform the tests and for our collection kits, if the materials do not meet our quality
specifications or are otherwise unusable, if we cannot obtain acceptable substitute materials, if materials become unavailable, or
if we elect to change suppliers, an interruption in test processing could occur, we may not be able to deliver patient reports and
we may incur high switching costs. Any such interruption may significantly affect our future revenue, cause us to incur higher
costs, and harm our customer relationships and reputation. In addition, in order to mitigate these risks, we maintain inventories
of these supplies at higher levels than would be the case if multiple sources of supply were available. If our test volume
decreases or we switch suppliers, we may hold excess inventory with expiration dates that occur before use which would
adversely affect our losses and cash flow position. As we introduce any new test, we may experience supply issues as we ramp
test volume.
Legal Proceedings
From time to time, we may be party to lawsuits in the ordinary course of business. We are currently not a party to any
material legal proceedings.
Regulation
Clinical Laboratory Improvement Amendments of 1988, or CLIA
As a clinical reference laboratory, we are required to hold certain federal, state and local licenses, certifications and
permits to conduct our business. We are subject to CLIA, a federal law that regulates clinical laboratories that test specimens
derived from humans for the purpose of providing information for the diagnosis, prevention or treatment of disease. Under
CLIA, which is administered by CMS, we are required to hold a certificate applicable to the type of laboratory examinations
and tests we perform and to comply with standards covering personnel qualifications, facilities administration, quality systems,
inspections, and proficiency testing. We must maintain CLIA compliance and certification to sell our tests and be eligible to bill
state and federal healthcare programs, as well as many private third-party payers.
Moreover, if one of our clinical reference laboratories is out of compliance with CLIA requirements, we may be subject to
sanctions such as suspension, limitation or revocation of our CLIA certificate, as well as directed plan of correction, state on-
site monitoring, civil money penalties, civil injunctive suit or criminal penalties, or cancellation of our approval to receive
payments under Medicare for our services. If we were to be found out of compliance with CLIA requirements and subjected to
sanctions, our business could be harmed.
We hold CLIA certifications to perform testing at our South San Francisco and San Diego, California; and Austin, Texas
laboratory locations. To renew our CLIA certificates, we are subject to survey and inspection every two years to assess
compliance with program standards. Moreover, CLIA inspectors may conduct random inspections of our clinical reference
laboratories. If we in the future fail to maintain CLIA certificates in our laboratory locations, we would be unable to bill for
services provided by state and federal healthcare programs, as well as many private third-party payers, which may have an
adverse effect on our business, financial condition and results of operations.
State Laboratory Licensing
California Laboratory Licensing
In addition to federal certification requirements of laboratories under CLIA, licensure is required and maintained for our
South San Francisco and San Diego, California clinical reference laboratories under California law. Such laws establish
standards for the day-to-day operation of a clinical reference laboratory, including the training and skills required of personnel
and quality control. In addition, California laws mandate proficiency testing, which involves testing of specimens that have
been specifically prepared for the laboratory.
If our clinical reference laboratories are out of compliance with California standards, the California Department of Public
Health, or CDPH, may suspend, restrict or revoke our license to operate our clinical reference laboratories, assess substantial
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civil money penalties, or impose specific corrective action plans. Any such actions could materially affect our business. We
maintain current licenses in good standing with CDPH. However, we cannot provide assurance that CDPH will at all times in
the future find us to be in compliance with all such laws.
New York Laboratory Licensing
Our clinical reference laboratories are required to be licensed by New York, under New York laws and regulations before
we receive specimens from New York. The New York laws and regulations establish standards for:
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quality management systems;
qualifications, responsibilities, and training;
facility design and resource management;
pre-analytic, analytic (including validation and quality control), and post-analytic systems; and
quality assessments and improvements.
New York law also mandates proficiency testing for laboratories licensed under New York law, regardless of whether
such laboratories are located in New York. If a laboratory is out of compliance with New York statutory or regulatory
standards, the New York State Department of Health, or NYSDOH, may suspend, limit, revoke or annul the laboratory's New
York license, censure the holder of the license or assess civil money penalties. Statutory or regulatory noncompliance may
result in a laboratory's operator being found guilty of a misdemeanor under New York law. NYSDOH also must approve
laboratory developed tests before the test is offered in New York; approval has been received for the Afirma GSC, Envisia,
Decipher Prostate and Decipher Bladder tests. NYSDOH approval has also been received for Percepta Nasal Swab in support of
our clinical trial. Should we be found out of compliance with New York laboratory standards of practice, we could be subject to
sanctions, which could harm our business. We maintain a current license in good standing with NYSDOH for our South San
Francisco and San Diego, California; and Austin, Texas laboratories. We cannot provide assurance that the NYSDOH will at all
times find us to be in compliance with applicable laws.
Other States' Laboratory Licensing
In addition to New York and California, other states require licensing of in-state and out-of-state laboratories under
certain circumstances. For example, Pennsylvania, Maryland and Rhode Island require licenses to test specimens from patients
in those states. We have obtained licenses from states where we believe we are required to be licensed and believe we are in
compliance with applicable licensing laws.
From time to time, we may become aware of other states that require in-state or out-of-state laboratories to obtain
licensure in order to accept specimens from, or conduct laboratory operations in, the state, and it is possible that other states will
have such requirements in the future. If we identify any other state with such requirements or if we are contacted by any other
state advising us of such requirements, we intend to comply with such requirements.
United States Regulation of Laboratory Testing
Food and Drug Administration: In Vitro Diagnostics and Diagnostic Kits
IVDs and diagnostic kits, including collection systems that are sold and distributed in the United States, are regulated as
medical devices by the FDA. Devices subject to FDA regulation must undergo premarket review prior to commercialization
unless exempt from such review. In addition, manufacturers of medical devices must comply with various regulatory
requirements under the Federal Food, Drug, and Cosmetic Act, or FDC Act, and implementing regulations promulgated
thereunder. Entities that fail to comply with FDA requirements may be subject to, among other things, issuance of inspectional
observations on Form FDA-483, untitled or warning letters, recalls, import detentions, seizures, or injunctions, including orders
to cease manufacturing, and can be liable for civil money penalties or criminal prosecution.
The FDC Act sets forth the classifications of medical devices into one of three categories based on the risks associated
with the device and prescribes the levels of controls appropriate for each of the three classes to help ensure reasonable
assurance of safety and effectiveness. Class I devices are considered to be low risk and are generally exempt from FDA
premarket notification requirements. Class I devices are subject to general regulatory controls. When general controls are
considered insufficient to provide reasonable assurance of safety and effectiveness, but there is sufficient information to
establish special controls to provide such assurance, FDA will classify the device as a Class II device. Unless exempt, for Class
II devices, the FDC Act requires the submission to FDA of a premarket notification, referred to as a “510(k),” which must
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provide data and information showing that the device is substantially equivalent to an already legally marketed device, referred
to as a predicate device, with respect to the indications for use and the product’s technological characteristics. If the data and
information are sufficient to show that the device is substantially equivalent to the predicate device, FDA issues a Substantially
Equivalent letter clearing the device for marketing.
If there is insufficient information to support classifying a device into Class I or Class II and the device is life-sustaining
or life-supporting or is substantially important in preventing impairment of human health or presents a potential unreasonable
risk of illness or injury, FDA places the device into Class III. Class III devices are considered the highest risk devices and
generally require significant data and information, including testing data and data from nonclinical and clinical studies, to
provide reasonable assurance of the device's safety and effectiveness. For Class III devices, FDA requires the submission and
FDA approval of a premarket application, or PMA, before they can be marketed.
Certain devices are classified as Class III devices automatically, by operation of law, when the device does not have a
predicate device or is found to not be substantially equivalent to a predicate device. If there is sufficient evidence to show that
the device is a lower risk device, a manufacturer may ask FDA to reclassify the device into Class II or Class I by submitting a
De Novo classification request. When FDA reclassifies a device through the De Novo process, other manufacturers of the same
device type do not necessarily have to submit a De Novo request or a PMA in order to legally market the device. Instead,
manufacturers can submit a 510(k), unless the device has been classified as 510(k)-exempt, to legally market their device,
because the device that was the subject of the original De Novo request can serve as a predicate device for a substantial
equivalence determination. If FDA does not issue an order granting the De Novo request for reclassification, the device will
remain a Class III device and be subject to PMA requirements to obtain marketing authorization.
Establishments that manufacture or, in certain situations, distribute FDA-related medical devices, including
manufacturers, repackagers and relabelers, specification developers, and initial importers, are required to register and list their
devices with the FDA, including payment of annual user fees.
Devices that may be legally marketed are subject to numerous regulatory requirements. These include: good
manufacturing practice for medical devices as set out in the Quality System Regulation, or QSR, labeling regulations,
restrictions on promotion and advertising, the Medical Device Reporting regulation, or MDR (which requires manufacturers to
report certain adverse events and product malfunctions to the FDA), and the Reports of Corrections and Removals regulation
(which requires manufacturers to report certain field actions to the FDA). Certain corrections and market removals may also be
subject to FDA’s recall regulation and procedures.
The FDA has issued a regulation outlining specific requirements for "specimen transport and storage containers."
"Specimen transport and storage containers" are medical devices "intended to contain biological specimens, body waste, or
body exudate during storage and transport" so that the specimen can be destroyed or used effectively for diagnostic
examination. A specimen transport and storage container is classified as a Class I exempt device, which means that the device is
exempt from the 510(k) premarket notification requirement and, if not labeled or otherwise represented as sterile, the QSR,
except for recordkeeping and complaint handling requirements. These 510(k) exempt devices are still subject to general
controls, including MDR requirements, the reporting of corrections and removals, and establishment registration and product
listing.
In our FDA registration, we have listed the containers we provide for collection and transport of Afirma GSC and Envisia
samples from a physician to our clinical reference laboratory as Class I devices in accordance with the classification of
regulation for the specimen transport and storage container. If the FDA were to determine that our sample collection containers
are not Class I devices, we may be required to file 510(k) premarket notifications and obtain FDA clearance to manufacture and
market the containers, which could be time consuming and expensive.
The FDA enforces the requirements described above by various means, including inspection and market surveillance. If
the FDA finds a violation, it can institute a wide variety of enforcement actions, ranging from an Untitled Letter or Warning
Letter to more severe sanctions such as:
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fines, injunctions, and civil money penalties;
recall or seizure of products;
operating restrictions, partial suspension or total shutdown of production; and
criminal prosecution.
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Federal Oversight of Laboratory Developed Tests and Research Use Only Products
Clinical laboratory tests like our proprietary genomic tests are regulated under CLIA, as administered by CMS, as well as
by applicable state laws. Clinical laboratory tests that are developed and run within a single CLIA-certified laboratory are
referred to as laboratory developed tests, or LDTs, by the FDA. Currently, the FDA believes these tests meet the definition of a
device under the FDC Act and that it has the authority to regulate them. However, the FDA is exercising enforcement discretion
for LDTs, meaning the FDA is not currently enforcing the device regulations that the FDA would apply to such tests, although
the FDA may continue to enforce device regulations with respect to certain reagents, instruments, software or components
provided by third parties and used to perform LDTs. We believe that the Afirma and Envisia classifiers, as well as our Decipher
Prostate and Bladder tests, have been developed and are performed in a manner consistent with the FDA’s enforcement
discretion policy.
In October 2014, the FDA published a draft guidance document proposing a framework for the regulation of LDTs. In
November 2016, the FDA announced that it would not finalize guidance and would instead work with the new Administration,
Congress and stakeholders on an updated framework. In January 2017, the FDA issued a discussion paper on LDTs in which it
synthesized stakeholder feedback and outlined a substantially revised "possible approach" to the oversight of LDTs, which did
not represent a formal position of the FDA and is not enforceable. In a December 2018 statement, the FDA said that there is a
need for “a unified approach to the regulation of in vitro clinical tests to protect patient safety, support innovation, and keep
pace with the rapidly evolving technology that’s helping us find new treatments for disease,” and listed key principles of an
approach it would support. The FDA has not exercised enforcement discretion over all LDTs. For example, in response to the
COVID-19 pandemic, the FDA required LDTs for SARS-CoV-2 to undergo premarket review and obtain Emergency Use
Authorization (EUA) in order to remain on the market. The extent to which the FDA will continue to exercise enforcement
discretion over other LDTs is unclear. Various legislative proposals have been introduced in recent years to clarify the FDA’s
regulatory authority over clinical diagnostic tests. Even in the absence of a legislative change, it is possible that the FDA will
promulgate regulations, issue guidance, or take other action to exert additional oversight over LDTs.
Some of the materials we use for our tests and that we may use for future tests are IVD products intended and labeled for
research use only, or RUO, or investigational use only, or IUO. An RUO product cannot be used for any human clinical
purpose and must be labeled "For Research Use Only. Not for use in diagnostic procedures." RUOs are a separate regulatory
category and include IVD devices that are in the laboratory research phase of development. They are therefore not subject to
most FDA regulatory requirements, so long as they are properly labeled and used in accordance with such labeling. RUOs
cannot be marketed with any claims, or in a manner indicating, that the device is safe, effective, or has diagnostic utility, or is
intended for human clinical diagnostic or prognostic use. In November 2013, the FDA issued final guidance titled “Distribution
of In Vitro Diagnostic Products Labeled for Research Use Only or Investigational Use Only” regarding the distribution, use,
and labeling of IVD products labeled RUO or IUO. The FDA has advised that if evidence demonstrates that a product is
inappropriately labeled for research or investigational use only, the device would be considered misbranded and adulterated
within the meaning of the FDC Act. In the guidance, the FDA stated that the manufacturer’s objective intent for an RUO or
IUO product’s intended use will be determined by examining the totality of circumstances, including advertising, instructions
for clinical interpretation, presentations that describe clinical use, and specialized technical support, surrounding the distribution
of the product in question.
We cannot predict the ultimate form or impact of any such RUO/IUO, LDT or other guidance and the potential effect on
our solutions or materials used to perform or develop our diagnostic services. While we qualify all materials used in our
diagnostic services according to CLIA regulations, we cannot be certain that the FDA might not promulgate rules or issue
guidance documents that could affect our ability to purchase materials necessary for the performance of our diagnostic services.
Should any of the reagents obtained by us from vendors and used in conducting our diagnostic services be affected by future
regulatory actions, our business could be adversely affected by those actions, including increasing the cost of service or
delaying, limiting or prohibiting the purchase of reagents necessary to perform the service.
We cannot provide any assurance that FDA premarket review or other requirements will not be imposed in the future for
our diagnostic services, whether through additional guidance or regulations issued by the FDA, new enforcement policies
adopted by the FDA or new legislation enacted by Congress. Legislative proposals addressing oversight of LDTs were
introduced in recent years, including the Verifying Accurate Leading-edge IVCT Development (VALID) Act of 2018 in
December 2018, the most recent version of which was released in July 2022, and we expect that new legislative proposals will
be introduced from time to time. It is possible that legislation could be enacted into law or regulations, or guidance could be
issued by the FDA which may result in new or increased regulatory requirements for us to continue to offer our tests or to
develop and introduce new tests.
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If premarket review, clearance, or approval is required for the tests that we market as LDTs, our business could be
negatively affected until such review is completed and clearance or approval to market is obtained, and the FDA could require
that we stop selling our tests pending premarket clearance or approval. If our tests are allowed to remain on the market but there
is uncertainty about the legal status of our services, if we are required by the FDA to label them investigational, or if the FDA
limits the use and corresponding labeling claims, order levels may decline, and reimbursement may be adversely affected. The
regulatory process may involve, among other things, successfully completing additional clinical studies and submitting to the
FDA a premarket notification to obtain clearance or submitting a De Novo classification request or PMA to obtain approval to
market the device. If clearance or approval is required by the FDA, there can be no assurance that our tests will be cleared or
approved on a timely basis, if at all, nor can there be any assurance that approved labeling claims or labeling claims subject to
cleared indications for use will be consistent with our current claims or adequate to support continued adoption of and
reimbursement for our solutions. Ongoing compliance with FDA regulations would increase the cost of conducting our
business, and subject us to heightened requirements of the FDA and penalties for failure to comply with these requirements. We
may also decide voluntarily to pursue FDA premarket review of our tests to obtain marketing clearance or approval if we
determine that doing so would be appropriate.
European Union Regulation of Laboratory Testing
Directive 98/79/EC
In the European Union, or EU, IVDs previously were regulated under EU-Directive 98/79/EC, or the IVDD, and
corresponding national provisions.
The IVDD requires that IVDs meet certain essential requirements, which are set out in an annex of the IVDD. To
demonstrate compliance with the essential requirements, IVDs must undergo a conformity assessment procedure. As a general
rule, demonstration of conformity of IVDs and their manufacturers with the essential requirements must be based, among other
things, on the evaluation of clinical data supporting the safety and performance of the products during normal conditions of use.
IVDs must bear the CE marking of conformity when they are placed on the market, unless a specific exemption applies.
Compliance with the IVDD essential requirements is a prerequisite for a manufacturer to be able to affix a CE mark, which is a
declaration by the manufacturer that the IVD meets all the appropriate requirements under the IVDD and corresponding
national provisions, as applicable.
Under the IVDD, for most IVDs manufacturers used to “self-declare” the conformity of their IVDs with the essential
requirements of the IVDD. For some types of IVDs listed in Annex II of the IVDD, a conformity assessment procedure
required the intervention of a notified body. Notified regulatory bodies are independent organizations designated by Member
States to assess the conformity with the essential requirements of medical devices, including IVDs when required, before a CE
mark is affixed to the device and the device is placed on the market. The notified body would typically audit and examine the
device’s technical file and the manufacturer’s quality system, though conformity with the relevant harmonized standards –
which is ISO 13485:2016 for Quality Management Systems – can be used to demonstrate compliance with these requirements.
If satisfied that the IVD conforms to the relevant essential requirements, the notified body issues a certificate of conformity,
which the manufacturer uses as a basis for its own declaration of conformity.
Prosigna continues to be marketed in the EU/EEA as a self-declared CE marked device under the IVD Directive (98/79/
EC) as regulated under the IVDR transition arrangement defined in EU 2017/746 and amended under EU 2022/112.
In Vitro Diagnostic Medical Device Regulations (2017/746)
The EU regulatory landscape concerning medical devices and IVDs is significantly changing. The IVDD was replaced
with the full implementation of the In Vitro Diagnostic Medical Device Regulations (2017/746), or IVDR, in the EU on 26 May
2022. This is, however, subject to relevant transitional periods.
The main aims of the IVDR are to standardize diagnostic procedures throughout the EU, increase reliability of diagnostic
analysis and enhance patient safety. As such, IVDs will be subject to additional regulatory scrutiny once the IVDR has come
into force fully.
The IVDR introduces a rule-based classification system, whereby IVDs must be classified into one of four classes: A, B,
C or D. Class A is the lowest risk, and Class D is the highest. These take into account the intended purpose of the IVD and its
inherent risks. The IVDR also introduces new requirements for conformity assessments. In particular, substantially more IVDs
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will require the involvement of a notified body to be able to affix a CE mark to the IVD. In addition, under the IVDR there is a
greater emphasis on post-market surveillance and submission of post-market performance follow-up reports.
Many LDTs, or in-house tests, were not regulated by the IVDD. However, the IVDR sets out a number of provisions that
apply to such tests, and requirements that must be met in order to be able to place the test on the market in the EU. The IVDR
also introduces a new classification system for companion diagnostics which are now specifically defined. Companion
diagnostics have to undergo a conformity assessment by a notified body. Before it can issue a certificate of conformity, the
notified body has to seek a scientific opinion from the European Medicines Agency or the relevant national competent authority
on the suitability of the companion diagnostic to the medicinal product concerned.
IVDs with existing valid notified body-issued CE certificates may currently continue to place those devices on the market
(if unchanged) until 27 May 2024 or until their certificate expires, whichever occurs first. However, due to the lack of capacity
on the part of EU notified regulatory bodies to deal with the volume of IVDs requiring their input, the EU Commission adopted
a proposal to amend the transitional provisions of the IVDR. This proposal would extend certain transitional provisions where
IVDs can continue to be placed on the market under the IVDD for a certain period of time. The applicable amended transitional
periods are based on the risk class of the IVD, with higher risk IVDs needing to be fully compliant with the IVDR in a shorter
time period than lower risk IVDs.
United Kingdom, or UK, Regulation of Laboratory Testing
Following the UK’s departure from the EU, the IVDR will not be implemented in Great Britain (England, Scotland and
Wales). The previous UK legislation that implemented the IVDD, the Medical Devices Regulations 2002 (SI 2002 No 618, as
amended), or the 2002 Regulations, remains applicable. As such, the regulatory regime for IVDs in Great Britain will continue
to be based on the requirements derived from the IVDD, though the UK is currently conducting a consultation on the medical
device and IVD regime, including whether to align with the IVDR going forward.
Since January 1, 2021, new regulations require medical devices and IVDs to be registered with the Medicines and
Healthcare products Regulatory Agency, or MHRA, before being placed on Great Britain market (but manufacturers were given
a grace period of four to 12 months to comply with the new registration process). The MHRA will only register devices where
the manufacturer or their UK Responsible Person has a registered place of business in the UK. As such, manufacturers based
outside the UK need to appoint a UK Responsible Person that has a registered place of business in the UK to register devices
with the MHRA in line with the grace periods.
In addition, a new route to market and accompanying mark, the UKCA, has been introduced to enable manufacturers to
place medical devices and IVDs on the market in Great Britain. The requirements for this route to market are based on the
requirements derived from EU law as currently implemented in the UK. CE marks and certificates issued by EU-designated
notified regulatory bodies will continue to be valid for the Great Britain market until June 30, 2023. For medical devices,
including IVDs, placed on the market in Great Britain after this period, the UKCA marking will be mandatory. In contrast,
UKCA marking and certificates issued by UK notified regulatory bodies are not recognized on the EU market.
The position in Northern Ireland is different to Great Britain. The rules for placing medical devices and IVDs on the
Northern Ireland market align with the rules in the EU and, as such, the IVDR will apply in Northern Ireland and will take
effect in accordance with EU timeframes and transitional periods. Therefore, devices marketed in Northern Ireland will require
assessment according to the EU regulatory regime. Such assessment may be conducted by an EU notified body, in which case a
CE mark will be required before placing the device on the market in the EU or Northern Ireland. Alternatively, if a UK notified
body conducts such assessment, a “UKNI” mark will be applied, and the device may only be placed on the market in Northern
Ireland and not the EU.
Privacy and Fraud and Abuse Compliance
Health Insurance Portability and Accountability Act and State Data Privacy Laws
Under the federal Health Insurance Portability and Accountability Act of 1996, or HIPAA, the United States Department
of Health and Human Services, or HHS, has issued regulations to protect the privacy and security of protected health
information used or disclosed by covered entities, which include health care providers, such as us. HIPAA also regulates
standardization of data content, codes and formats used in health care transactions and standardization of identifiers for health
plans and providers. In 2009, Congress amended HIPAA through the Health Information Technology for Economic and
Clinical Health Act, or HITECH. The implementing regulations of HIPAA, as amended by HITECH, were last modified in
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2013 and resulted in significant changes to the privacy, security, breach notification, and enforcement requirements with which
we must comply. Among these changes, covered entities are now vicariously liable for violations of HIPAA resulting from acts
or omissions of their business associates where the business associate is an agent of the covered entity and was acting within the
scope of its agency, regardless of whether the covered entity and business associate entered into a business associate agreement
in compliance with HIPAA. Penalties for violations of HIPAA regulations include civil and criminal penalties. Additionally,
HHS on January 21, 2021 and November 28, 2022 issued notices of proposed rulemaking that contain proposed modifications
to the HIPAA regulations in relation to substance use disorder records as well as efforts to encourage coordination of care for
patients. In the event that HHS issues final changes to the HIPAA regulations based on its proposals in the notices of proposed
rulemaking, we would be required in the future to comply with the HIPAA regulations as amended.
We have developed and implemented policies and procedures designed to comply with HIPAA’s privacy, security, and
breach notification requirements. We may not use or disclose protected health information in any form, including electronic,
written, or oral, in a manner that is not permitted under HIPAA, and we are required to implement security measures to ensure
the confidentiality, integrity, and availability of the electronic protected health information that we create, receive, maintain, or
transmit. While we have some flexibility in determining which security safeguards are reasonable and appropriate to implement
for our operations, it nonetheless requires significant effort and expense to ensure continuing compliance with the HIPAA
security rule. We are also required to comply with the administrative simplification standards under HIPAA when we conduct
the electronic transactions regulated by HIPAA, including by using standard code sets and formats and standardized identifiers
for health plans and providers. The requirements under HIPAA and its implementing regulations may change periodically and
could have an effect on our business operations if compliance becomes substantially costlier than under current requirements.
In addition to federal privacy regulations, there are a number of state laws governing confidentiality of health information
that are applicable to our business. In particular, we are subject to the California Confidentiality of Medical Information Act,
which is similar to but in some ways more restrictive than the HIPAA regulations, and the California Consumer Privacy Act, or
CCPA, which was enacted in California in 2018 and substantially amended and expanded thereafter, most significantly by a
ballot initiative adopted in November 2020 that enacted the California Privacy Rights Act. The California Privacy Rights Act
amends and substantially expands the CCPA. The CCPA, among other things, requires covered companies to provide
disclosures to California consumers concerning the collection and sale of personal information, and gives such consumers the
right to opt-out of certain sales of personal information. The amendments to the CCPA that were adopted by ballot initiative
include provisions creating a new category of “sensitive personal information” that is subject to more stringent protections than
other personal information, and new requirements regarding sharing personal information for advertising purposes. In addition,
the amendments established a new California Privacy Protection Agency, which has authority both to implement and enforce
the CCPA. The new agency is currently drafting implementing regulations that are expected to become effective July 1, 2023,
and is anticipated to be vigorous in its enforcement actions. At the same time, other states, including Colorado and Virginia,
have enacted CCPA-like laws, and other states are expected to follow suit. Monitoring the development, enactment and
implementation of these laws and regulations issued pursuant to them adds to our compliance costs and we face penalties if we
fail to adopt comprehensive compliance measures, including documenting the steps we have taken to comply.
EU and UK Data Protection Regime
The processing of personal data, including patients’ personal health data, in the European Economic Area, or EEA, and
the UK is governed by the General Data Protection Regulation, or the GDPR. The GDPR applies to any company established in
the EEA and to companies established outside the EEA that process personal data in connection with the offering of goods or
services to data subjects in the EEA or the monitoring of the behavior of data subjects in the EEA. The GDPR enhances data
protection obligations for data controllers of personal data, including inter alia stringent requirements relating to lawful and
legitimate basis and purposes for the processing of personal data, the consent of data subjects, expanded disclosures about how
personal data is used, requirements to conduct privacy impact assessments for “high risk” processing, limitations on retention of
personal data, appointment of data protection officers, conclusion of data processing agreements, mandatory data breach
notification and “privacy by design” requirements, and creates direct obligations on service providers acting as data processors.
The GDPR also imposes strict rules on the transfer of personal data outside of the EEA to countries that do not ensure an
adequate level of protection. Until recently, one such data transfer mechanism was the EU-US Privacy Shield, but the Privacy
Shield was invalidated for international transfers of personal data in July 2020 by the Court of Justice of the European Union, or
CJEU. Following the CJEU’s decision and an executive order issued by President Biden on October 7, 2022, the European
Commission on December 13, 2022 announced that it had begun the process of adopting a new adequacy decision that would
permit data transfers to the United States under an updated EU-US Data Privacy Framework and attempt to address the
shortcomings of the Privacy Shield identified in the CJEU’s decision. If the new adequacy decision is ultimately adopted by the
European Commission, some uncertainty would remain as it is widely expected that the new adequacy decision will also be
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challenged before the CJEU. Separately, the CJEU upheld the validity of standard contractual clauses, or SCCs, as a legal
mechanism to transfer personal data but companies relying on SCCs will, subject to additional guidance from regulators in the
EEA, need to evaluate and implement supplementary measures that provide privacy protections additional to those provided
under SCCs. It remains to be seen whether SCCs will remain available.
Failure to comply with the requirements of the GDPR and the related national data protection laws of the EEA Member
States may result in fines up to €20 million or 4% of a company’s global annual revenues for the preceding financial year,
whichever is higher. Moreover, the GDPR grants data subjects the right to claim material and non-material damages resulting
from infringement of the GDPR. In June 2021, the CJEU issued a ruling that expanded the scope of the “one stop shop” under
the GDPR. According to the ruling, the competent authorities of EU Member States may, under certain strict conditions, bring
claims to their national courts against a company for breaches of the GDPR, including unlawful cross-border processing
activities, even if such company does not have an establishment in the EU member state in question and the competent authority
bringing the claim is not the lead supervisory authority.
In addition, further to the UK’s exit from the EU on January 31, 2020, the GDPR ceased to apply in the UK at the end of
the transition period on December 31, 2020. However, as of January 1, 2021, the UK’s European Union (Withdrawal) Act 2018
incorporated the GDPR (as it existed on December 31, 2020, but subject to certain UK-specific amendments) into UK law,
referred to as the UK GDPR. The UK GDPR and the UK Data Protection Act 2018 set out the UK’s data protection regime,
which is independent from but aligned to the EU’s data protection regime. Non-compliance with the UK GDPR may result in
monetary penalties of up to £17.5 million or 4% of worldwide revenue, whichever is higher. With respect to transfers of
personal data from the EEA to the UK, on June 28, 2021, the European Commission issued an adequacy decision in respect of
the UK’s data protection framework, enabling data transfers from EU member states to the UK to continue without requiring
organizations to put in place contractual or other measures in order to lawfully transfer personal data between the territories.
While it is intended to last for at least four years, the European Commission may unilaterally revoke the adequacy decision at
any point, and, if this occurs, it could lead to additional costs and increase our overall risk exposure.
Other Privacy Laws
New laws governing privacy may be adopted in the future from time to time. We have taken steps to comply with health
information privacy requirements to which we are aware that we are subject. For example, the Personal Information Protection
Law, or PIPL, was recently implemented in China, and broadly regulates the processing of personal information and imposes
compliance obligations and penalties comparable to those of the GDPR. However, we can provide no assurance that we are or
will remain in compliance with diverse privacy requirements in all of the jurisdictions in which we do business. Failure to
comply with privacy requirements could result in civil or criminal penalties, which could have a materially adverse effect on
our business.
Corporate Practice of Medicine
Numerous states, including California and Texas, have enacted laws prohibiting corporations such as us from practicing
medicine and employing or engaging physicians to practice medicine. These laws are designed to prevent interference in the
medical decision-making process by anyone who is not a licensed physician. This prohibition is generally referred to as the
prohibition against the corporate practice of medicine. Violation of this prohibition may result in civil or criminal fines, as well
as sanctions imposed against us or the professional through licensing proceedings. The pathologists who review and classify
thyroid FNA cytopathology results for Afirma are employed by TCP, a Texas professional association, pursuant to services
agreement between us and TCP. Pursuant to the agreement, we pay TCP a monthly fee on a per FNA basis, and TCP manages
and supervises the pathologists who perform the cytopathology services as a component of the Afirma solution.
Federal and State Physician Self-Referral Prohibitions
We are subject to the federal physician self-referral prohibitions, commonly known as the Stark Law, and to similar
restrictions under the self-referral prohibitions of certain states in which we operate, including California's Physician Ownership
and Referral Act, or PORA. Together these restrictions generally prohibit us from billing a patient or any governmental or
private payer for any diagnostic services when the physician ordering the service, or any member of such physician's immediate
family, has an investment interest in or compensation arrangement with us, unless the arrangement meets an exception to the
prohibition.
Both the Stark Law and PORA contain an exception for compensation paid to a physician for personal services rendered
by the physician meeting certain contractual requirements. We have compensation arrangements with a number of physicians
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for personal services, such as speaking engagements and consulting activities. We have structured these arrangements with
terms intended to comply with the requirements of the personal services exception to Stark and PORA.
However, we cannot be certain that regulators would find these arrangements to be in compliance with Stark, PORA or
similar state laws. We would be required to refund any payments we receive pursuant to a referral prohibited by these laws to
the patient, the payer or the Medicare program, as applicable.
Sanctions for a violation of the Stark Law include the following:
•
•
•
•
•
denial of payment for the services provided in violation of the prohibition;
refunds of amounts collected by an entity in violation of the Stark Law;
a civil penalty of up to $15,000 for each service arising out of the prohibited referral;
possible exclusion from federal healthcare programs, including Medicare and Medicaid; and
a civil penalty of up to $100,000 against parties that enter into a scheme to circumvent the Stark Law's prohibition.
These prohibitions apply regardless of the reasons for the financial relationship and the referral. No finding of intent to
violate the Stark Law is required for a violation. In addition, knowing violations of the Stark Law may also serve as the basis
for liability under the Federal False Claims Act which prohibits knowingly presenting, or causing to be presented, a false,
fictitious, or fraudulent claim for payment to the United States Government.
Further, a violation of PORA is a misdemeanor and could result in civil penalties and criminal fines. Finally, other states
have self-referral restrictions with which we have to comply that differ from those imposed by federal and California law.
While we have attempted to comply with the Stark Law, PORA and similar laws of other states, it is possible that some of our
financial arrangements with physicians could be subject to regulatory scrutiny at some point in the future, and we cannot
provide assurance that we will be found to be in compliance with these laws following any such regulatory review.
Federal and State Anti-Kickback Laws
The federal Anti-kickback Statute makes it a felony for any person or entity, including a laboratory, to knowingly and
willfully offer, pay, solicit or receive remuneration, directly or indirectly, in exchange for or to induce either the referral of an
individual, or the furnishing, arranging for, or recommending of an item or service that is reimbursable, in whole or in part, by a
federal health care program. A violation of the Anti-kickback Statute may result in imprisonment for up to ten years and
criminal fines of up to $100,000. Convictions under the Anti-kickback Statute result in mandatory exclusion from federal health
care programs for a minimum of five years. In addition, HHS has the authority to impose civil assessments and fines and to
exclude health care providers and others engaged in prohibited activities from Medicare, Medicaid and other federal health care
programs. Actions which violate the Anti-kickback Statute can also lead to liability under the Federal False Claims Act, which
prohibits, among other things, knowingly presenting, or causing to be presented, a false or fraudulent claim for payment to the
United States Government.
Although the federal Anti-kickback Statute applies only to federal health care programs, a number of states, including
California, have passed statutes substantially similar to the Anti-kickback Statute pursuant to which similar types of
prohibitions are made applicable to all other health plans and third-party payers. California's fee-splitting and Anti-kickback
Statute, Business and Professions Code Section 650, and its Medi-Cal Anti-kickback statute, Welfare and Institutions Code
Section 14107.2, have been interpreted by the California Attorney General and California courts in substantially the same way
as HHS and the courts have interpreted the federal Anti-kickback Statute. A violation of Section 650 is punishable by
imprisonment and fines of up to $50,000. A violation of Section 14107.2 is punishable by imprisonment and fines of up to
$10,000.
Federal and state law enforcement authorities scrutinize arrangements between health care providers and potential referral
sources to ensure that the arrangements are not designed as a mechanism to induce patient care referrals or induce the purchase
or prescribing of particular products or services. The law enforcement authorities, the courts and Congress have also
demonstrated a willingness to look behind the formalities of a transaction to determine the underlying purpose of payments
between health care providers and actual or potential referral sources. Generally, courts have taken a broad interpretation of the
scope of the Anti-kickback Statute, holding that the statute may be violated if merely one purpose of a payment arrangement is
to induce or reward referrals or purchases.
The federal Anti-kickback Statute includes statutory exceptions and provides for a number of regulatory safe harbors. If
an arrangement meets the provisions of a safe harbor, it is deemed not to violate the Anti-kickback Statute. An arrangement
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must fully comply with each element of an applicable safe harbor in order to qualify for protection. Many state anti-kickback
statutes have analogous exceptions or safe harbors to those of the federal Anti-kickback Statute. These state anti-kickback
statutes have generally been interpreted consistently with the Anti-kickback Statute.
Among the safe harbors that may be relevant to us is the discount safe harbor. The discount safe harbor potentially applies
to discounts provided by providers and suppliers, including laboratories, to physicians or institutions. If the terms of the
discount safe harbor are met, the discounts will not be considered prohibited remuneration under the Anti-kickback Statute.
California does not have a discount safe harbor. However, as noted above, Section 650 has generally been interpreted consistent
with the Anti-kickback Statute.
The personal services safe harbor to the Anti-kickback Statute provides that remuneration paid for personal services will
not violate the Anti-kickback Statute provided all of the elements of that safe harbor are met. Our personal services
arrangements with some physicians and other parties may not meet each requirement of this safe harbor. Failure to meet the
terms of this, or any other, safe harbor does not necessarily render an arrangement illegal. Rather, the government may evaluate
such arrangements on a case-by-case basis under the language of the statute, taking into account all facts and circumstances.
While we believe that we are in compliance with the Anti-kickback Statute, Section 650, and Section 14107.2, there can
be no assurance that our relationships with physicians, academic institutions and other customers or parties will not be subject
to investigation or challenge under such laws. If imposed for any reason, sanctions under the Anti-kickback Statute, Section
650, or Section 14107.2 could have a negative effect on our business.
Other Federal and State Fraud and Abuse Laws
In addition to the requirements discussed above, several other health care fraud and abuse laws could have an effect on
our business. For example, provisions of the Social Security Act permit Medicare and Medicaid to exclude an entity that
charges the federal health care programs substantially in excess of its usual charges for its services. The terms "usual charge"
and "substantially in excess" are ambiguous and subject to varying interpretations, though the HHS’ Office of the Inspector
General, or HHS-OIG, has provided some guidance on the topic.
Further, the federal False Claims Act prohibits a person from knowingly presenting or causing to be presented a false or
fraudulent claim to, making a false record or statement in order to secure payment from or retaining an overpayment by the
federal government. In addition to actions initiated by the government itself, the statute authorizes actions to be brought on
behalf of the federal government by a private party, known as a relator or commonly referred to as a whistleblower, having
knowledge of the alleged fraud. Because the complaint is initially filed under seal, the action may be pending for some time
before the defendant is even made aware of the action. If the government is ultimately successful in obtaining redress in the
matter or if the relator succeeds in obtaining redress without the government's involvement, then the relator will receive a
percentage of the recovery. Finally, the Social Security Act includes its own provisions that prohibit the filing of false claims or
submitting false statements in order to obtain payment. Violation of these provisions may result in up to treble damages,
substantial civil penalties, fines, imprisonment or combination of the above, and possible exclusion from Medicare or Medicaid
programs. California has an analogous state false claims act applicable to all payers, as do many other states; however, we may
not be aware of all such rules and statutes and cannot provide assurance that we will be in compliance with all such laws and
regulations.
In general, in recent years United States Attorneys’ Offices have increased scrutiny of the healthcare industry, as have
Congress, the Department of Justice, the HHS-OIG and the Department of Defense. These bodies have all issued subpoenas and
other requests for information to conduct investigations of, and commenced civil and criminal litigation against, healthcare
companies based on financial arrangements with health care providers, regulatory compliance, product promotional practices
and documentation, and coding and billing practices. Whistleblowers have filed numerous qui tam lawsuits against healthcare
companies under the federal and state False Claims Acts in recent years, in part because the whistleblower can receive a portion
of the government’s recovery under such suits.
In addition, in October 2018, the Eliminating Kickbacks in Recovery Act of 2018, or EKRA, was enacted as part of the
SUPPORT for Patients and Communities Act (P.L 115-271). This law prohibits the solicitation, receipt, payment or offering of
any remuneration in return for referring a patient or patronage to a recovery home, clinical treatment facility, or laboratory for
services covered by both government and private payers. EKRA also applies to the payment or offering of remuneration in
exchange for an individual using the services of a recovery home, clinical treatment facility, or laboratory. To date, neither the
Department of Justice nor HHS has issued guidance further interpreting or implementing EKRA.
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Finally, under the Protecting Access to Medicare Act of 2014 laboratories are required to report to CMS the private payer
payment rates and test volumes paid by private payers based on final payments made during a specific “data collection period.”
This data reporting requirement is triennial for most clinical diagnostic laboratory tests (annual for ADLTs), with the first data
reporting period occurring in 2017 for final payments made in January through June 2016. The next data reporting period will
be in 2024 for final payments made in January through June 2019. When reporting data under PAMA, the President, CEO, or
CFO of a reporting entity, or an individual who has been delegated authority to sign for, and who reports directly to, such an
officer, must sign the certification statement and be responsible for assuring that the data provided are accurate, complete, and
truthful, and meets all the required reporting parameters. Failure to report or misrepresentation or omission in reporting can
result in civil penalties of up to $10,000 per day for each violation and other penalties. We believe we are in compliance with
the PAMA reporting requirements, but there can be no assurance that our reporting practices will not be scrutinized under the
PAMA regulations.
International
Many countries in which we may offer any of our tests in the future have anti-kickback regulations prohibiting providers
from offering, paying, soliciting or receiving remuneration, directly or indirectly, in order to induce business that is
reimbursable under any national health care program. The IVDD and IVDR prohibit the offer of inducements, particularly
financial, that might influence the judgement of notified regulatory bodies and their personnel to carry out their conformity
assessment activities. The IVDD and IVDR do not address the question of inducements offered to healthcare professionals or
other third parties, though Member States may implement their own national laws in this regard. For example, Sapin II is the
French anti-corruption law, which imposes regulations to prevent and detect bribery and corruption through increased corporate
transparency, reinforced internal monitoring, and enhanced whistleblower protection. In the UK, the 2002 Regulations do not
address the question of inducements offered to healthcare professionals to prescribe, sell, supply or recommend use of a
particular medical device or IVD or to offer the relevant device company any other benefit. These activities are, however,
prohibited by the Bribery Act 2010, which provides general offenses relating to bribery and receiving a bribe.
In addition, the largest medical device manufacturer’s industry association, MedTech Europe, issues a Code of Business
Practice, or the MedTech Code, which is obligatory for its member associations and member companies, and regulates their
interactions with the medical community and other stakeholders. The MedTech Code prevents member companies from
offering and providing educational grants to individual health care providers with certain exceptions and has phased out the
provision of financial or in-kind support directly to individual health care providers to cover costs for their attendance at third-
party organized educational events (with the exception of procedure training). It also sets out transparency obligations with
regard to all interactions with health care providers, in terms of notification to the health care provider’s superiors or relevant
health institutions before the interaction may take place, disclosure of payments (made as educational grants) and a centralized
platform for the approval of conferences and other events.
In situations involving physicians employed by state-funded institutions or national health care agencies, violation of the
local anti-kickback law may also constitute a violation of the United States Foreign Corrupt Practices Act, or FCPA. The FCPA
prohibits any United States individual, business entity or employee of a United States business entity to offer or provide,
directly or through a third party, including any potential distributors we may rely on in certain markets, anything of value to a
foreign government official with corrupt intent to influence an award or continuation of business or to gain an unfair advantage,
whether or not such conduct violates local laws. In addition, it is illegal for a company that reports to the SEC to have false or
inaccurate books or records or to fail to maintain a system of internal accounting controls. We will also be required to maintain
accurate information and control over sales and distributors' activities that may fall within the purview of the FCPA, its books
and records provisions and its anti-bribery provisions.
The standard of intent and knowledge in FCPA anti-bribery cases is minimal -- intent and knowledge are usually inferred
from that fact that bribery took place. The accounting provisions do not require intent. Violations of the FCPA's anti-bribery
provisions for corporations and other business entities are subject to a fine of up to $2 million and officers, directors,
stockholders, employees, and agents are subject to a fine of up to $250,000 and imprisonment for up to five years. Other
countries, including other Organisation for Economic Co-operation and Development Anti-Bribery Convention members, have
similar anti-corruption regulations.
When marketing our tests outside of the United States, we may be subject to foreign regulatory requirements governing
human clinical testing, prohibitions on the import of tissue necessary for us to perform our tests or restrictions on the export of
tissue imposed by countries outside of the United States or the import of tissue into the United States, and marketing approval.
These requirements vary by jurisdiction, differ from those in the United States and may in some cases require us to perform
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additional pre-clinical or clinical testing. In many countries outside of the United States, coverage, pricing and reimbursement
approvals are also required.
Human Capital
Our People. At December 31, 2023, we had 815 employees. While our French employees are represented by both a union
and Social and Economic Committee, or CSE, none of our United States employees are the subject of collective bargaining
arrangements, and our management considers its relationships with employees to be good.
Diversity, Inclusion, and Belonging. We believe in an inclusive workforce, where people with diverse backgrounds are
represented, engaged and empowered to inspire innovative ideas and decisions. Women comprise 56% of our employees and
40% at the Vice President level and above in the United States, as of December 31, 2023. In addition, two of eight members of
our board of directors are female as of December 31, 2023. Additionally, as of December 31, 2023, 48% of our United States
employees are non-White. We strive to further advance diversity among our employees and believe that the resulting range of
employee ideas, experiences and perspectives strengthens our company.
We pride ourselves on our strong culture, which encourages innovation, collaboration, and mutual respect. We were
named a Bay Area “Top Workplace” by the Bay Area News Group in 2023, marking the tenth consecutive year we received
this distinction. This award is based solely on employee feedback gathered through an anonymous, third-party survey.
Additionally in 2023, our San Diego site received its inaugural Best Places to Work in San Diego award by the San Diego
Business Journal, in partnership with Workforce Research Group. Our core values across the company are: Patients;
Innovation; Results; Collaboration; and Compassion. Individual members of our leadership team have volunteered to sponsor
each aspirational value to ensure the values are embedded into our culture.
Corporate and Other information
We were incorporated in Delaware as Calderome, Inc. in August 2006. Calderome operated as an incubator until early
2008. We changed our name to Veracyte, Inc. in March 2008. Our principal executive offices are located at 6000 Shoreline
Court, Suite 300, South San Francisco, California 94080, and our telephone number is (650) 243-6300. We completed our
initial public offering in October 2013, and our common stock is listed on The Nasdaq Global Market under the symbol
“VCYT.”
Our website address is www.veracyte.com. Through a link on the Investor Relations section of our website, we make
available the following filings as soon as reasonably practicable after they are electronically filed with or furnished to the
Securities and Exchange Commission (SEC): our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current
Reports on Form 8-K and any amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the
Exchange Act. All such filings are available free of charge. The information posted on our website is not incorporated into this
report. The SEC maintains a website that contains reports, proxy and information statements and other information regarding
our filings at www.sec.gov.
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ITEM 1A. RISK FACTORS
Summary of Risk Factors
Investing in our common stock involves a high degree of risk. You should carefully review the “Risk Factors” section
before you invest in shares of our common stock. Listed below are some of the more significant risks relating to an investment
in our common stock.
Risks Related to Our Business
• We have a history of losses, and we expect to incur net losses for the foreseeable future and may never achieve or
sustain profitability.
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Our financial results currently depend mainly on sales of our Afirma and Decipher Prostate tests, and we will need to
generate sufficient revenue from these and our other diagnostic tests to grow our business.
If we are unable to grow sales of our portfolio of tests or products, or we are unable to launch or commercialize our
new tests, our business may suffer.
• We depend on a few payers for a significant portion of our revenue; if one or more significant payers stops providing
reimbursement or decreases the amount of reimbursement for our tests our revenue could decline.
•
If payers do not provide reimbursement, rescind or modify their reimbursement policies, delay payments for our tests,
recoup past payments, or if we are unable to successfully negotiate additional reimbursement contracts, our
commercial success could be compromised.
• We may experience limits on our revenue if physicians decide not to order our tests or if patients decide not to use our
tests as a result of increased costs, fees or changing insurer policies.
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If we fail to comply with federal, state and foreign licensing requirements, we could lose the ability to perform our
tests or experience disruptions to our business.
Our quarterly operating results may fluctuate significantly or may fall below the expectations of investors or securities
analysts for various reasons, including in response to the way we recognize revenue and/or the amount of cash we
generate, which may cause our stock price to fluctuate or decline.
If our general strategy of seeking growth through acquisitions and collaborations is not successful, or if we do not
successfully integrate companies or assets that we acquire into our business, our prospects and financial condition will
suffer.
Our future success and international growth depend, in part, on our ability to adapt and manufacture select tests to be
performed on multiple IVD platforms.
The revenue that we are expecting in our biopharma and other services business may not transpire.
• We rely on sole suppliers for some of the reagents, equipment, and other materials used to perform our tests, as well as
certain sole service providers, and we may not be able to find replacements or transition to alternative suppliers or
service providers, which may materially impact our ability to generate revenue.
• We may be unable to manage our future growth effectively, which could make it difficult to execute our business
strategy.
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If we are unable to support demand for our tests, services or products, our business could suffer.
Changes in healthcare policy, including legislation reforming the U.S. healthcare system, may have a material adverse
effect on our financial condition and operations.
Because of Medicare billing rules, we may not receive reimbursement for all tests provided to Medicare patients.
If the FDA or foreign authorities were to begin regulating those of our tests that they do not currently regulate, we
could incur substantial costs and delays associated with trying to obtain premarket clearance, approval or certification.
Obtaining marketing authorization or certification by the FDA and foreign regulatory authorities or notified regulatory
bodies for our diagnostic tests will take significant time and require significant research, development and clinical
study expenditures and ultimately may not succeed.
If we are unable to compete successfully, we may be unable to increase or sustain our revenue and/or achieve
profitability.
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• We depend on our senior management team, and the loss of one or more of our executive officers, or the inability to
attract and retain highly-skilled employees or other key personnel, could adversely affect our business.
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Billing for our diagnostic tests is complex, and we must dedicate substantial time and resources to the billing process
in order to collect cash and be paid.
If our internal sales force is less successful than anticipated, our business expansion plans could suffer and our ability
to generate revenue could be diminished.
Developing new products involves a lengthy and complex process, and if we do not achieve our projected
development and commercialization goals in the timeframes we announce and expect, our business will suffer and our
stock price may decline.
• We must successfully integrate acquired businesses to realize the financial goals that we currently anticipate.
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Aspects of our international business expose us to business, personnel, regulatory, political, operational, financial, and
economic risks associated with doing business outside of the United States.
Our operating results may be adversely affected by unfavorable macroeconomic and market conditions.
Security breaches, loss of data and other disruptions to our or our third-party service providers' data systems could
compromise sensitive information related to our business or prevent us from accessing critical information and expose
us to liability, which could adversely affect our business and our reputation.
If we are unable to protect or successfully defend our intellectual property effectively, our business may be harmed.
• We may be involved in litigation related to intellectual property, which may be time-intensive and costly and may
adversely affect our business, operating results or financial condition.
Risks Related to Being a Public Company
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If we are unable to implement and maintain effective internal control over financial reporting, investors may lose
confidence in the accuracy and completeness of our reported financial information and the market price of our
common stock may be negatively affected.
Risks Related to Our Common Stock
Our stock price may be volatile, and you may not be able to sell shares of our common stock at or above the price you
paid.
Risks Related to Our Business
We have a history of losses, and we expect to incur net losses for the foreseeable future and may never achieve or sustain
profitability.
We have incurred net losses since our inception. For the year ended December 31, 2023, we had a net loss of
$74.4 million and as of December 31, 2023, we had an accumulated deficit of $468.1 million. We expect to incur additional
losses in the future as we continue to invest in our business, including increasing adoption of and reimbursement for our
molecular diagnostic portfolio of tests, expanding our platform and operations internationally, attracting and retaining team
members, developing and enhancing our platform, marketing and sales, and enhancing our infrastructure, and we may never
achieve revenue sufficient to offset our expenses. Additionally, ongoing widespread inflationary pressures in the United States
and across global economies have resulted in higher costs for our raw materials, non-material costs, labor and other business
costs, and significant increases in the future could adversely affect our results of operations. We may never achieve or sustain
profitability, and our failure to achieve and sustain profitability in the future could cause the market price of our common stock
to decline.
Our financial results currently depend mainly on sales of our Afirma and Decipher Prostate tests, and we will need to
generate sufficient revenue from these and our other diagnostic tests to grow our business.
Most of our revenue to date has been derived from the sale of our Afirma tests, which are used in the diagnosis of thyroid
cancer. We also derive significant revenue from our Decipher urological tests. Over the next few years, we expect to continue to
derive a substantial portion of our revenue from sales of our Afirma and Decipher tests. Once tests are clinically validated and
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commercially available for patient testing, we must continue to develop and publish evidence that our tests are informing
clinical decisions in order for them to receive positive coverage decisions by payers. Without coverage policies, our tests may
not be reimbursed and we will not be able to recognize revenue. We cannot guarantee that tests we commercialize will gain and
maintain positive coverage decisions and therefore, we may never realize revenue from tests we commercialize. In addition, we
are in various stages of research and development for other diagnostic tests that we may offer, but there can be no assurance that
we will be able to identify other diseases that can be effectively addressed or, if we are able to identify such diseases, whether
or when we will be able to successfully commercialize solutions for these diseases and obtain the evidence and coverage
decisions from payers. If we are unable to increase sales and expand reimbursement for our Afirma and Decipher Prostate tests,
or develop and commercialize other tests, our revenue and our ability to achieve and sustain profitability would be impaired,
and the market price of our common stock could decline.
If we are unable to grow sales of our portfolio of tests or products, or we are unable to launch or commercialize our new
tests, our business may suffer.
Although a number of our tests, such as Prosigna, Envisia, and Decipher Bladder, have not contributed significant revenue
to date, we expect them to grow and become an increasingly important component of our portfolio, as well as our results of
operations. We plan to introduce new tests going forward as well, including in MRD as a result of our acquisition of C2i. There
can be no assurance that we will be successful in our launch or commercialization of new tests, nor that physicians will request
our new tests be performed in sufficient volumes for our revenue to meet our projections. Additionally, we anticipate expanding
the reach of our tests to international markets; if our products are not widely adopted internationally, our business and results of
operations may be adversely affected.
We depend on a few payers for a significant portion of our revenue; if one or more significant payers stops providing
reimbursement or decreases the amount of reimbursement for our tests, our revenue could decline.
Federal Medicare funding and state budgets are limited and have been placed under tremendous strain in recent years,
which is likely to be further exacerbated as a result of macroeconomic uncertainty. Such budgetary pressures may force
Medicare or state agencies to reduce payment rates or change coverage policies. If there is a decrease in Medicare or other
payers’ payment rates for our tests, our revenue from Medicare and such payers will decrease and the payment rates for some of
our commercial payers may also decrease if they tie their allowable rates to the Medicare rates. These changes could have an
adverse effect on our business, financial condition and results of operations.
Revenue for tests performed on patients covered by Medicare and UnitedHealthcare Group was 31% and 10%,
respectively, of our total company revenue for the years ended December 31, 2023 and 2022. The percentage of our revenue
derived from significant payers is expected to fluctuate from period to period as our revenue fluctuates, as additional payers
provide reimbursement for our tests or if one or more payers were to stop reimbursing for our tests or change their reimbursed
amounts.
Effective January 2012, Palmetto GBA, the regional Medicare Administrative Contractor, or MAC, that handled claims
processing for Medicare services over our jurisdiction at that time, issued coverage and payment determinations for our Afirma
Classifiers now covered by Noridian Healthcare Solutions, the current MAC for our jurisdiction, through the MolDX program,
administered by Palmetto GBA, under a Local Coverage Determination, or LCD. In August 2023, a new Proposed LCD was
issued for “Molecular Testing for Risk Stratification of Thyroid Nodules” through the MolDX program. We believe that this
Proposed LCD would, if finalized, cover the Afirma classifier. There is no guarantee that this Proposed LCD will be finalized,
or that the coverage criteria for the Afirma classifier under this Proposed LCD, if finalized, would be as advantageous as under
the current LCD. Modifications to the current Medicare coverage of the Afirma classifier could have an adverse effect on our
business, financial condition and results of operations.
On March 1, 2015, CPT code 81545 for the Afirma GEC was issued. On January 1, 2018, the Medicare Clinical
Laboratory Fee Schedule payment rate for the Afirma classifier increased from $3,220 to $3,600. This rate is based on the
volume-weighted median of private payer payment rates made between January 1 and June 30, 2016, which we reported to the
Centers for Medicare & Medicaid Services in 2017 as required under the Protecting Access to Medicare Act of 2014, or
PAMA. In December 2019, through the Further Consolidated Appropriations Act of 2020, Congress delayed the next data
reporting period from 2020 to 2021 for final payments made between January 1 and June 30, 2019, extending the applicability
of the payment rates based on 2017 reporting by one year through December 31, 2021. In March 2020, through the CARES
Act, Congress further delayed the next reporting period to 2022 for final payments made between January 1 and June 30, 2019,
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extending the applicability for the payment rates based on 2017 reporting through December 31, 2022. In December 2021,
through the Protecting Medicare and American Farmers from Sequester Cuts Act, Congress further delayed the next reporting
period to 2023. In December 2022, through the Consolidated Appropriations Act of 2023, Congress further delayed the next
reporting period to 2024. In November 2023, through the Further Continuing Appropriations and Other Extensions Act of 2024,
Congress further delayed the next reporting period to 2025. The applicability of the payment rates based on 2017 reporting thus
now extend through December 31, 2025. As a result of the transition from Afirma GEC to Afirma GSC, a new CPT Category I
code (81546) was established for the Afirma classifier, effective January 1, 2021. This code went through the national payment
determination process for Medicare in 2020, through which the Centers for Medicare & Medicaid Services, or CMS, priced
81546 at the same rate of $3,600 as 81545. Since the Afirma GSC CPT code 81546 was newly issued in 2021, the first PAMA
data reporting period for 81546 under the current triennial data reporting process is expected to be January 2028 through March
2028, resulting in a new potential reimbursement rate effective January 1, 2029. There is no guarantee that the Afirma GSC
Medicare rate will not be negatively impacted in future PAMA reporting cycles based on the reported weighted median of
private commercial payers.
Decipher Prostate Biopsy and Decipher Prostate RP are currently reimbursed by Medicare pursuant to LCDs issued by
Palmetto GBA and adopted by Noridian Healthcare Solutions, each acting as a MAC, as well as by a number of commercial
payers. However, there are many commercial payers who currently do not provide reimbursement for our prostate genomic
tests, or provide only limited reimbursement, and we have contracts for reimbursement with only a limited number of
commercial payers for our prostate tests. In August 2023, a new Proposed LCD was issued for “Gene Expression Profile Tests
for Decision-Making in Castration Resistant and Metastatic Prostate Cancers” through the MolDX program. We believe that
this Proposed LCD, if finalized, would broaden our Decipher Prostate coverage for Castration Resistant and Metastatic prostate
cancer patients. There is no guarantee that this Proposed LCD will be finalized, or that the coverage criteria for the Decipher
Prostate tests classifier under this Proposed LCD, if finalized, would be as advantageous as under the current LCD.
Modifications to the current Medicare coverage of the Decipher Prostate tests could have an adverse effect on our business,
financial condition and results of operations.
Our Decipher Prostate tests were assigned a new American Medical Association Current Procedural Terminology code, or
CPT code, 81542, in 2020. CPT code changes can result in a risk of an error being made in the claim adjudication process. Such
errors can occur with claims submission, third-party transmission or in the processing of the claim by the payer. Claim
adjudication errors may result in a delay in payment processing or a reduction in the amount of the payment we receive.
We submit claims to Medicare for Decipher Prostate Biopsy and Decipher Prostate RP using CPT code 81542. CMS
assigned 81542 to the gapfilling process in 2020, under which the individual MACs set the payment rate for the test based on
the following four factors: (1) charges for the test and routine discounts to charges; (2) resources required to perform the test;
(3) payment amounts determined by other payers; and (4) charges, payment amounts, and resources required for other tests that
may be comparable or otherwise relevant. 81542 has been priced at $3,873 since January 1, 2021, based on CMS’ revision of
the median of payment rates set by the MACs through the gapfilling process. Since the CPT code was issued in 2020, we expect
the next PAMA reporting period to take place between January 2028 and March 2028, resulting in a potential new
reimbursement rate effective January 1, 2029. There can be no assurance that the Medicare payment rates for Decipher Prostate
Biopsy and Decipher Prostate RP will not decrease during a future reporting cycle under PAMA.
An LCD was issued for Prosigna by Palmetto GBA in August 2015, which has been in effect since October 1, 2015.
There can be no assurance that the Prosigna payment rate will not decrease during subsequent reporting cycles under PAMA.
An LCD was issued by Noridian Healthcare Solutions to provide Medicare coverage for the Envisia Genomic Classifier
on April 11, 2019.
We submit claims to Medicare for Envisia using CPT code 81554, which became effective January 1, 2021. We applied
for New ADLT designation for Envisia, and the test was approved as a New ADLT on September 17, 2020. Effective October
1, 2020 through June 30, 2021, the Medicare payment rate for Envisia was set at $5,500, the actual list charge as defined under
the ADLT regulations for the test. Veracyte reported private payer rates for Envisia in March 2021, reflecting final payments
between October 1, 2020 and February 28, 2021. The volume-weighted median of these reported rates, which was $5,500, set
the payment rate for Envisia from July 1, 2021 through December 31, 2022, after which Envisia will be priced based on private
payer rates collected and reported annually. Effective January 1, 2024, the Medicare payment rate for 81554 is $5,500. There
can be no assurance that the Medicare payment rate for Envisia will not be reduced when it is set based on the volume-weighted
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median of private payer rates. Current ADLT PAMA regulations require us to report these private payer rates for Envisia,
81554, annually.
Effective July 18, 2021, Decipher Bladder is reimbursed by Medicare pursuant to LCDs issued by three MACs and
Decipher Bladder is covered by a fourth MAC, Noridian Healthcare Solutions, effective as of July 25, 2021. We have not yet
contracted with any commercial payers for reimbursement of Decipher Bladder. Our Decipher Bladder test was assigned a new
CPT code, 0016M, for 2020.
We submit claims to Medicare for Decipher Bladder using CPT code 0016M. CMS assigned 0016M to the gapfilling
process in 2021. Since January 1, 2022, the payment rate for 0016M has been $3,489.63, based on the median of payment rates
set by the MACs through the gapfilling process. There is no assurance that the Medicare payment rate for Decipher Bladder
will not decrease during a future reporting cycle under PAMA.
Although we have entered into contracts with certain third-party payers that establish in-network allowable rates of
reimbursement for many of our tests, payers may suspend or discontinue reimbursement at any time, with or without notice, for
technical or other reasons, may require or increase co-payments from patients, or may reduce the reimbursement rates paid to
us. Reductions in private payer amounts could decrease the Medicare payment rates for our tests under PAMA. In addition,
many private payers now require prior authorization for molecular diagnostic tests. Potential reductions in reimbursement rates
or increases in the difficulty of achieving payment could have a negative effect on our revenue.
If payers do not provide reimbursement, rescind or modify their reimbursement policies, delay payments for our tests,
recoup past payments, or if we are unable to successfully negotiate additional reimbursement contracts, our commercial
success could be compromised.
Physicians might not order our tests unless payers reimburse a substantial portion of the test price. There is significant
uncertainty concerning third-party reimbursement of any test incorporating new technology, including our tests.
Reimbursement by a payer may depend on a number of factors, including a payer’s determination that these tests are:
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not experimental or investigational;
pre-authorized and appropriate for the specific patient;
cost-effective;
supported by peer-reviewed publications; and
included in clinical practice guidelines.
Since each payer makes its own decision as to whether to establish a coverage policy or enter into a contract to reimburse
our tests, seeking these approvals is a time-consuming and costly process.
We are an out-of-network provider with some commercial payers in the United States and thus, we do not have control
over rates or terms of reimbursement. Without contracted rates for reimbursement, our claims are often denied upon
submission, and we must appeal the claims. The appeals process is time consuming and expensive and may not result in
payment. In cases where we are out-of-network, there is typically a greater patient cost-share responsibility which may result in
further delays and/or decreased likelihood of collection. Payers may attempt to recoup prior payments after review, sometimes
after significant time has passed, which would impact future revenue.
We expect to continue to focus substantial resources on increasing adoption, coverage and reimbursement for the Afirma,
Decipher Prostate, Prosigna, Envisia and Decipher Bladder, as well as any other future tests we may develop. We believe it will
take several years to achieve coverage and contracted reimbursement with a majority of third-party payers across our entire
portfolio of tests. We cannot predict whether, under what circumstances, or at what payment levels payers will reimburse for
our tests. Also, payer consolidation is underway and creates uncertainty as to whether coverage and contracts with existing
payers will remain in effect. Finally, if there is a decrease in the Medicare payment rates for our tests, the payment rates for
some of our commercial payers may also decrease if they tie their allowable rates to the Medicare rates. Reductions in private
payer amounts could decrease the Medicare payment rates for our tests under PAMA. Our failure to establish broad adoption of
and reimbursement for our tests, or our inability to maintain existing reimbursement from payers, will negatively impact our
ability to generate revenue and achieve profitability, as well as our future prospects and our business.
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We may experience limits on our revenue if physicians decide not to order our tests.
If we are unable to create or maintain demand for our tests in sufficient volume, we may not become profitable. To
generate demand, we will need to continue to educate physicians about the clinical utility and cost-effectiveness of our tests
through published papers, presentations at scientific conferences, marketing campaigns and one-on-one education by our sales
force. In addition, our ability to obtain and maintain adequate reimbursement from third-party payers will be critical to
generating revenue.
The Afirma genomic classifier is included in most physician practice guidelines in the United States for the assessment of
patients with thyroid nodules. However, historical practice recommended a full or partial thyroidectomy in cases where
cytopathology results were indeterminate to confirm a diagnosis.
The strength of the clinical data supporting the use of the Decipher Prostate Biopsy and Decipher Prostate RP tests have
led to the tests’ inclusion in national guidelines. For example, Decipher received a “Level 1” evidence designation in the 2023
NCCN Guidelines for prostate cancer.
Although Decipher Prostate Biopsy and Decipher Prostate RP have been integrated into the NCCN Guidelines, if we are
unsuccessful in maintaining and increasing the level of recommendation of our genomic tests within these guidelines, are
unable to cause any new genomic tests we develop to be included in these guidelines, are unable to cause our genomic tests to
be included in other influential guidelines, or if our competitors are successful at achieving similar or more extensive guidelines
for their tests, we may be at a disadvantage in gaining market acceptance and market share relative to our competitors.
Our lung products are not yet integrated into practice guidelines and physicians may be reluctant to order tests that are not
recommended in these guidelines. The Prosigna test is included in practice guidelines in the United States and internationally
but faces competition from other products globally.
Because our Afirma, Decipher Prostate Biopsy, Decipher Prostate RP, Envisia, and Decipher Bladder testing services are
performed by our certified laboratories under the Clinical Laboratory Improvement Amendments of 1988, or CLIA, rather than
by the local laboratory or pathology practice, pathologists may be reluctant to support our testing services as well. Guidelines
that include our tests currently may subsequently be revised to recommend another testing protocol, and these changes may
result in physicians deciding not to use our tests. Lack of guideline inclusion could limit the adoption of our tests and our ability
to generate revenue and achieve profitability. To the extent international markets have existing practices and standards of care
that are different than those in the United States, we may face challenges with the adoption of our tests in international markets.
We may experience limits on our revenue if patients decide not to use our tests as a result of increased costs, fees or
changing insurer policies.
Some patients may decide not to use our tests because of price, all or part of which may be payable directly by the patient
if the patient’s insurer denies reimbursement in full or in part. There is a growing trend among insurers to shift more of the cost
of healthcare to patients in the form of higher co-payments or premiums, and this trend is accelerating which puts patients in the
position of having to pay more for our tests. In addition, rising interest rates and ongoing inflation in the United States and
globally may put further pressure on insurers and other providers to raise prices or reduce reimbursement, increasing the cost to
the patient. We expect to continue to see pressure from payers to limit the utilization of tests, generally, and we believe more
payers are deploying costs containment tactics, such as pre-authorization and employing laboratory benefit managers to reduce
utilization rates. Implementation of provisions of the Patient Protection and Affordable Care Act, as amended by the Health
Care and Education Affordability Reconciliation Act, collectively the ACA, has also resulted in increases in premiums and
reductions in coverage for some patients. These events may result in patients delaying or forgoing medical checkups or
treatment due to their inability to pay for our tests, which could have an adverse effect on our revenue.
If we fail to comply with federal and state licensing requirements, we could lose the ability to perform our tests or
experience disruptions to our business.
We are subject to CLIA, a federal law that regulates clinical laboratories that perform testing on specimens derived from
humans for the purpose of providing information for the diagnosis, prevention or treatment of disease. CLIA regulations
mandate specific personnel qualifications, facilities administration, quality systems, inspections, and proficiency testing. CLIA
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certification is also required for us to be eligible to bill state and federal healthcare programs, as well as many private third-
party payers. To renew these certifications, we are subject to survey and inspection every two years. Moreover, CLIA
inspectors may conduct random inspections of our clinical reference laboratories. If we fail to maintain CLIA certificates in our
South San Francisco, California; San Diego, California; or Austin, Texas laboratory locations, we would be unable to bill for
services provided by state and federal healthcare programs, as well as many private third-party payers, which may have an
adverse effect on our business, financial condition and results of operations.
We are also required to maintain state licenses to conduct testing in our laboratories. California, New York, and Texas,
among other states’ laws, require that we maintain a license and comply with state regulation as a clinical laboratory. Other
states may have similar requirements or may adopt similar requirements in the future. In addition, all of our clinical laboratories
are required to be licensed on a test-specific basis by New York. We have received approval for the Afirma, Decipher Prostate,
Envisia and Decipher Bladder tests. We will be required to obtain approval for other tests we may offer in the future. If we were
to lose our CLIA certificate or California license for our South San Francisco or San Diego laboratories, whether as a result of
revocation, suspension, limitation or otherwise, we would no longer be able to perform our molecular tests, which would
eliminate our primary source of revenue and harm our business. If we fail to meet the state licensing requirements for our
Austin laboratory, whether as a result of revocation, suspension, limitation or otherwise, it could result in a delay in processing
tests during that transition and increased costs. If we were to lose our licenses issued by New York or by other states where we
are required to hold licenses, we would not be able to test specimens from those states. New tests we may develop may be
subject to new approvals by regulatory bodies such as the New York State Department of Health, and we may not be able to
offer our new tests until such approvals are received.
Our quarterly operating results may fluctuate significantly or may fall below the expectations of investors or securities
analysts for various reasons, including in response to the way we recognize revenue and/or the amount of cash we generate,
which may cause our stock price to fluctuate or decline.
Our quarterly financial and operating results depend on sales of our products in the markets we operate and are sensitive
to a number of factors, including patient and clinician demand, market conditions in the U.S. and globally, and the prevalence
of the indications we seek to address. In addition, we cannot be sure that we will be able to successfully complete development
of or commercialize any of our planned future products, or that they will prove to be capable of reliably being used. Before we
can successfully develop and commercialize any of our currently planned or other new diagnostic solutions, we will need to:
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conduct substantial research and development;
obtain the necessary testing samples and related data;
conduct analytical and clinical validation studies, as well as clinical utility studies;
expend significant funds;
expand and scale-up our laboratory processes;
expand and train our sales force;
gain acceptance from a large number of ordering clinicians;
gain acceptance from ordering laboratories; and
seek and obtain regulatory clearances, approvals or certifications of our new solutions, as required by
applicable regulatory bodies.
This process involves a high degree of risk and may take up to several years or more. Our test development and
commercialization efforts may be delayed or fail for many reasons, including:
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failure of the test at the research or development stage;
difficulty in accessing suitable testing samples, especially testing samples with known clinical results;
lack of analytical and clinical validation data to support the effectiveness of the test, or lack of clinical utility
data to support the value of the test;
delays resulting from the failure of third-party suppliers or contractors to meet their obligations in a timely
and cost-effective manner;
failure to obtain or maintain necessary clearances, approvals or certifications to market the test;
manufacturing constraints due to limited energy supply in Europe or other supply constraints; or
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lack of commercial acceptance by patients, clinicians or third-party payers.
Few research and development projects result in commercial products, and success in early clinical studies often is not
replicated in later studies. At any point, we may abandon development of new diagnostic tests, or we may be required to expend
considerable resources repeating clinical studies, which would adversely impact the timing for generating potential revenue
from those new diagnostic tests. In addition, as we develop diagnostic tests, we will have to make additional investments in our
laboratory operations as well as sales and marketing operations, which may be prematurely or unnecessarily incurred if the
commercial launch of a test is abandoned or delayed. If a clinical validation study fails to demonstrate the prospectively defined
endpoints of the study, we would likely abandon the development of the test or test feature that was the subject of the clinical
study, which could harm our business. If a clinical utility study fails to demonstrate the value of a particular test, we may
choose not to commercialize, or we may not be able to obtain reimbursement for, the test.
In addition, we recognize test revenue upon delivery of the patient report to the prescribing physician based on the amount
we expect to ultimately realize. We determine the amount we expect to ultimately realize based on payer reimbursement
history, contracts, and coverage. Upon ultimate collection, the amount received is compared to the estimates and the amount
accrued is adjusted accordingly. We cannot be certain as to when we will receive payment for our diagnostic tests, and we must
appeal negative payment decisions, which delays collections. Should judgments underlying estimated reimbursement change or
be incorrect at the time we accrued such revenue, our financial results could be negatively impacted in future quarters.
Furthermore, most of our European sales are denominated in Euros, and if the U.S. dollar strengthens relative to the Euro, our
results of operations may be adversely affected even where our underlying business is performing as anticipated. As a result,
comparing our operating results on a period-to-period basis may not be meaningful. You should not rely on our past results as
an indication of our future performance. In addition, these fluctuations in revenue may make it difficult for us, for securities
analysts and for investors to accurately forecast our revenue and operating results. If our revenue or operating results fall below
expectations, the price of our common stock would likely decline.
If our general strategy of seeking growth through acquisitions and collaborations is not successful, or if we do not
successfully integrate companies or assets that we acquire into our business, our prospects and financial condition will
suffer.
As an element of our growth strategy, we have, from time to time, pursued opportunities to license assets or purchase
companies or assets that we believe would complement our current business or help us expand into new markets. For example,
we recently acquired C2i. We may pursue additional acquisitions of complementary businesses or assets as part of our business
strategy. There can be no assurance that we will successfully integrate the assets acquired from such acquisitions into our
existing business. This and any future acquisitions made by us also could result in significant write-offs or the incurrence of
debt and contingent liabilities, any of which could harm our operating results. Integration of acquired companies or businesses
we may acquire in the future also may require management resources that otherwise would be available for ongoing
development of our existing business. We may not identify or complete these transactions in a timely manner, on a cost-
effective basis, or at all, and we may not realize the anticipated benefits of any acquisition, technology license, strategic
alliance, joint venture or investment.
To finance any acquisitions or investments, we have previously issued, and may choose in the future, to issue shares of
our stock as consideration, which would dilute the ownership of our stockholders. If the price of our common stock is low or
volatile, we may not be able to acquire other companies for stock. Alternatively, it may be necessary for us to raise additional
funds for these activities through public or private financings. Additional funds may not be available on terms that are favorable
to us, or at all. If these funds are raised through the sale of equity or convertible debt securities, dilution to our stockholders
could result.
Our future success and international growth depend, in part, on our ability to adapt and manufacture select tests to be
performed on multiple IVD platforms.
Our strategy to expand into international markets depends on our ability to successfully adapt our menu of diagnostic tests
on multiple in vitro diagnostic, or IVD, platforms, and secure necessary regulatory approvals. Currently, the Prosigna breast
cancer assay is the only commercially-available test on the nCounter Analysis System platform. If we are not able to adapt our
current or future tests to be performed on other IVD platforms or if our tests fail to be competitive against competing products
in international markets, our prospects for growth could suffer. In addition, to the extent international markets have existing
practices and standards of care that are different than those in the United States, we may face challenges with the adoption of
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our tests in international markets. For commercialization of our tests on other IVD platforms, we will be dependent on third
parties for the supply, support and clinical registration of their platforms.
The revenue that we are expecting in our biopharma and other services business may not transpire.
In 2023, we experienced significant declines in biopharma and other services revenue as a result of reductions in customer
projects, extended sales cycles and overall spending constraints across the industry. Despite this, we continue to offer our
biopharma services offerings to pharmaceutical partners with services such as clinically relevant biomarker identification,
patient stratification for clinical trials, and development of companion diagnostics. The success of our biopharma services
business depends in part on our ability to identify and successfully negotiate with appropriate pharma partners. We cannot
guarantee that we will be successful in the identification of appropriate pharma partners or the successful and timely negotiation
with such partners, or that existing partners will not terminate their agreements with us.
We rely on sole suppliers for some of the reagents, equipment and other materials used to perform our tests, as well as
certain sole service providers, and we may not be able to find replacements or transition to alternative suppliers or service
providers, which may materially impact our ability to generate revenue.
We rely on sole suppliers for critical supply of reagents, equipment and other materials and services that we use to
perform our tests, to access the nCounter Analysis System for diagnostic use and for components related to the Prosigna test
kits sold to customers. We also purchase components used in our sample collection kits from sole-source suppliers. Some of
these items are unique to these suppliers and vendors and their inability to provide us with reagents that perform to
specifications, could negatively impact our ability to provide timely response and reports to our customers and, as a result, may
materially impact our ability to generate revenue.
If suppliers can no longer provide us with the materials we need to perform the tests and for our sample collection kits, if
the materials do not meet our quality specifications or are otherwise unusable, if we cannot obtain acceptable substitute
materials, or if we elect to change suppliers, an interruption in test processing or system and test kit deliveries could occur, we
may not be able to deliver tests to physicians or deliver patient reports and we may incur higher one-time switching costs.
We rely on NanoString for the supply of the nCounter Analysis System for diagnostic use, components and raw materials
for the Prosigna Test Kits and, service of the nCounter Analysis System. We have largely completed the transition of the
manufacture of the test kits for the nCounter from NanoString to our facility in Marseille, France. In February 2024, NanoString
filed for bankruptcy under Chapter 11 of the United States Bankruptcy Code in the U.S. Bankruptcy Court in Delaware, which
may negatively affect NanoString’s ability to satisfy its supply, service, and license obligations and potentially harm our
business or ability to generate revenue.
We rely on sole service providers for certain services such as cytopathology professional diagnoses on thyroid fine needle
aspiration. If any of these service providers were unable to provide the quality or quantity of services that we require, or if we
were unable to agree on commercial terms and our relationships with such service providers were to terminate, our business
could be harmed until we were able to secure the services of another provider.
While we have developed alternate sourcing strategies for many materials, vendors and service providers, we cannot be
certain whether these strategies will be effective or the alternative sources will be available when we need them. Moreover, the
supply of key reagents and testing materials has been severely challenged by macroeconomic trends. Periodically we experience
supply chain disruptions, although, to date, this has not resulted in delays in our ability to timely return test results. Any such
interruption may significantly affect our future revenue, cause us to incur higher costs, and harm our customer relationships and
reputation. In addition, in order to mitigate these risks, we maintain inventories of these supplies at higher levels than would be
the case if multiple sources of supplies were available. If our total test volume decreases or we switch suppliers, we may hold
excess supplies with expiration dates that occur before use which would adversely affect our losses and cash flow position. As
we introduce any new test, we may experience supply issues as we ramp test volume.
We may be unable to manage our future growth effectively, which could make it difficult to execute our business strategy.
In addition to the need to scale our testing capacity, future growth, including our transition to a multi-product company
with international operations, will impose significant added responsibilities on management, including the need to identify,
recruit, train and integrate additional employees with the necessary skills to support the growing complexities of our business.
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Rapid and significant growth may place strain on our administrative, financial and operational infrastructure. Our ability to
manage our business and growth will require us to continue to improve our operational, financial and management controls,
reporting systems and procedures. We have implemented an internally-developed data warehouse, which is critical to our
ability to track our diagnostic services and patient reports delivered to physicians, as well as to support our financial reporting
systems. The time and resources required to optimize these systems is uncertain, and failure to complete optimization in a
timely and efficient manner could adversely affect our operations. If we are unable to manage our growth effectively, it may be
difficult for us to execute our business strategy and our business could be harmed.
If we are unable to support demand for our tests, services or products, our business could suffer.
As demand for our tests, services and products grow, we will need to continue to scale our capacity and processing
technology, expand customer service, billing and systems processes, enhance our internal quality assurance program and
expand our manufacturing capacity. We will also need additional certified laboratory scientists as well as other scientific and
technical personnel to process higher volumes. We cannot assure that any increases in scale, related improvements, supply of
reagents to perform testing, and quality assurance measures will be successfully implemented or that appropriate personnel will
be available and able to be hired. Failure to implement necessary procedures, transition to new processes or hire the necessary
personnel could result in higher costs of processing tests, quality control issues or inability to meet demand. There can be no
assurance that we will be able to perform our testing or fulfill our product, testing, or service commitments on a timely basis at
a level consistent with demand, or that our efforts to scale our operations will not negatively affect the quality of test results. If
we encounter difficulty meeting market demand or quality standards, our reputation could be harmed and our future prospects
and our business could suffer.
Changes in healthcare policy, including legislation reforming the U.S. healthcare system, may have a material adverse
effect on our financial condition and operations.
The ACA, enacted in March 2010, made changes that significantly affected the pharmaceutical and medical device
industries and clinical laboratories. Along with the now-repealed 2.3% excise tax on the sale of certain medical devices sold
outside of the retail setting, other significant measures contained in the ACA include, for example, coordination and promotion
of research on comparative clinical effectiveness of different technologies and procedures, initiatives to revise Medicare
payment methodologies, such as bundling of payments across the continuum of care by providers and physicians, and initiatives
to promote quality indicators in payment methodologies. The ACA also includes significant new fraud and abuse measures,
including required disclosures of financial arrangements with physician customers, lower thresholds for violations and
increasing potential penalties for such violations. In addition, various efforts to amend the ACA are ongoing. We cannot predict
if, or when, the ACA will be amended, and cannot predict the impact that an amendment of the ACA will have on our business.
In addition to the ACA, various healthcare reform proposals have also periodically emerged from federal and state
governments. For example, in February 2012, Congress passed the Middle Class Tax Relief and Job Creation Act of 2012,
which in part reset the clinical laboratory payment rates on the Medicare Clinical Laboratory Fee Schedule, or CLFS, by 2% in
2013. In addition, under the Budget Control Act of 2011, which is effective for dates of service on or after April 1, 2013,
Medicare payments, including payments to clinical laboratories, became subject to a reduction of 2% due to the automatic
expense reductions (sequester). In March 2020, Congress passed the CARES Act, which suspended the 2% reduction in
Medicare fee-for-service payments from May 1, 2020 through December 31, 2020. To account for this temporary suspension,
the legislation also extends the effect of sequestration by a year (now through fiscal year 2031). Reductions resulting from the
Congressional sequester are applied to total claims payment made; however, they do not currently result in a rebasing of the
negotiated or established Medicare or Medicaid reimbursement rates. In December 2020, Congress passed the Consolidated
Appropriations Act of 2021, or CAA, which extended the suspension through March 31, 2021. Legislation enacted April 14,
2021 further extended the suspension through December 31, 2021. The Protecting Medicare and American Farmers from
Sequester Cuts Act, enacted on December 10, 2021, extends the suspension through March 31, 2022, after which a 1.0%
sequestration would apply for Medicare payments made between April 1, 2022 and June 30, 2022. The legislation also applies a
2.25% sequestration to Medicare payments made during the first six months of fiscal year 2030, and a 3% reduction to
payments made during the last six months of fiscal year 2030.
State legislation on reimbursement applies to Medicaid reimbursement and managed Medicaid reimbursement rates within
that state. Some states have passed or proposed legislation that would revise the reimbursement methodology for clinical
laboratory payment rates under those Medicaid programs. For example, effective July 2015, California’s Department of Health
Care Services implemented a new rate methodology for clinical laboratories and laboratory services. This methodology
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involved the use of a range of rates that fell between zero and 80% of the calculated California-specific Medicare rate and the
calculation of a weighted average (based on units billed) of such rates. Effective for dates of service on or after July 1, 2022, the
cap at 80% of the Medicare rate has been replaced with a cap at 100% of the lowest maximum allowance established by the
federal Medicare program for the same or similar services.
We cannot predict whether future healthcare initiatives will be implemented at the federal or state level or in countries
outside of the United States in which we do or may do business, or the effect any future legislation or regulation will have on
us. The taxes imposed by the new federal legislation, cost reduction measures and the expansion in the role of the U.S.
government in the healthcare industry may result in decreased revenue, lower reimbursement by payers for our tests or reduced
medical procedure volumes, all of which may adversely affect our business, financial condition and results of operations. In
addition, sales of our tests outside the United States subject our business to foreign regulatory requirements and cost-reduction
measures, which may also change over time.
Ongoing calls for deficit reduction at the federal government level and reforms to programs such as the Medicare program
to pay for such reductions may affect the pharmaceutical, medical device and clinical laboratory industries. Currently, clinical
laboratory services are excluded from the Medicare Part B co-insurance and co-payment as preventative services. Any
requirement for clinical laboratories to collect co-payments from patients may increase our costs and reduce the amount
ultimately collected.
CMS bundles payments for many clinical laboratory diagnostic tests together with other services performed during
hospital outpatient visits under the Hospital Outpatient Prospective Payment System. CMS currently maintains an exemption
for molecular pathology tests and “Criterion A” ADLTs from this bundling provision. It is possible that this exemption could be
removed by CMS in future rule making, which might result in lower reimbursement for tests performed in this setting.
PAMA includes a substantial new payment system for clinical laboratory tests under the CLFS. Under PAMA,
laboratories that receive the majority of their Medicare revenue from payments made under the CLFS and the Physician Fee
Schedule would report on a triennial basis (or annually for ADLTs), private payer rates and volumes for their tests with specific
CPT codes based on final payments made during a set data collection period (the first of which was January 1 through June 30,
2016). We believe that PAMA and its implementing regulations are generally favorable to us. We reported to CMS the data
required under PAMA before the March 31, 2017 deadline. The new payment rate for the Afirma genomic classifier based on
the volume-weighted median of private payer rates took effect January 1, 2018, increasing from $3,220 to $3,600 through
December 31, 2020. In December 2019, through the Further Consolidated Appropriations Act of 2020, Congress delayed the
next data reporting period from 2020 to 2021 for final payments made between January 1 and June 30, 2019, extending the
applicability of the current rate for Afirma through December 31, 2021. In March 2020, through the CARES Act, Congress
further delayed the next reporting period to 2022 for final payments made between January 1 and June 30, 2019, extending the
applicability of the payment rates based on 2017 reporting through December 31, 2022. In December 2021, through the
Protecting Medicare and American Farmers from Sequester Cuts Act, Congress further delayed the next reporting period to
2023. In December 2022, through the Consolidated Appropriations Act of 2023, Congress further delayed the next reporting
period to 2024. In November 2023, through the Further Continuing Appropriations and Other Extensions Act of 2024, Congress
further delayed the next reporting period to 2025. There can be no assurance that the payment rate for Afirma or Prosigna will
not decrease in the future or that the payment rates for Decipher Prostate Biopsy, Decipher Prostate RP or Decipher Bladder
will not be adversely affected by the PAMA law and regulations.
Our Envisia classifier was approved by CMS as a New ADLT on September 17, 2020. The initial payment rate (for a
period not to exceed nine months) under PAMA for a New ADLT (an ADLT for which payment has not been made under the
CLFS prior to January 1, 2018) will be set at the “actual list charge” for the test as reported by the laboratory. Effective July 1,
2021, Envisia is priced based on private payer rates collected and reported annually. We can determine whether to seek ADLT
status for our tests, but there can be no assurance that our tests will be designated ADLTs or that the payment rates for our tests,
including Envisia, will not be adversely affected by such designation.
There have also been substantial changes to the payment structure for physicians, including those passed as part of the
Medicare Access and CHIP Reauthorization Act of 2015, or MACRA, which was signed into law on April 16, 2015. MACRA
created the Merit-Based Incentive Payment System which, beginning in 2019, more closely aligns physician payments with
composite performance on performance metrics similar to three existing incentive programs (i.e., the Physician Quality
Reporting System, the Value-based modifier program and the Electronic Health Record Meaningful Use program) and
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incentivizes physicians to enroll in alternative payment methods. At this time, we do not know whether these changes to the
physician payment systems will have any impact on orders or payments for our tests.
In December 2016, Congress passed the 21st Century Cures Act, which, among other things, revised the process for
LCDs. Additionally, effective June 11, 2017, a MAC is required to, among other things, publish a summary of the evidence that
it considered when developing an LCD, including a list of sources, and an explanation of the rationale that supports the MAC’s
determinations. In October 2018, CMS issued additional guidance revising the requirements for the development of LCDs. We
cannot predict whether these revisions will delay future LCDs and result in impeded coverage for our test products, which could
have a material negative impact on revenue.
In December 2020, in its enactment of the CAA, Congress enacted the No Surprises Act. This law, which took effect on
January 1, 2022, prohibits an out-of-network provider from billing a patient at an amount in excess of the in-network cost
sharing for services furnished with respect to a visit at certain in-network health-care facilities. The law establishes an
independent dispute resolution process between the provider and the payer to determine the appropriate payment rate to the
provider. As written, the No Surprises Act may apply to laboratory tests furnished by an independent laboratory with respect to
a hospital visit. The law establishes a notice and consent exception that generally does not apply to laboratory tests, although it
allows for the Secretary of the Department of Health and Human Services, or HHS, to apply the exception to certain advanced
tests. HHS, the Department of Labor, and the Department of the Treasury have implemented the No Surprises Act through
rulemakings issued on July 1, 2021, September 30, 2021, and August 19, 2022. The No Surprises Act, and regulations and
subregulatory guidance promulgated thereunder, could limit our ability to achieve payment in full for our testing services.
Because of Medicare billing rules, we may not receive reimbursement for all tests provided to Medicare patients.
Under previous Medicare billing rules, hospitals were required to bill for our molecular pathology tests when performed
on Medicare beneficiaries who were hospital outpatients at the time of tissue specimen collection when these tests were ordered
less than 14 days following the date of the patient's discharge.
Effective January 1, 2018, CMS revised its billing rules to allow the performing laboratory to bill Medicare directly for
molecular pathology tests and Criterion A ADLTs performed on specimens collected from hospital outpatients, even when
those tests are ordered less than 14 days after the date of discharge, if certain conditions are met. We believe that our Afirma,
Decipher Prostate Biopsy, Decipher Prostate RP, Envisia, and Decipher Bladder classifiers, along with Prosigna, should be
covered by this policy. Accordingly, we bill Medicare for these tests when we perform them on specimens collected from
hospital outpatients and meet the conditions set forth in CMS's revised billing rules.
This change does not apply to tests performed on specimens collected from hospital inpatients. We will continue to bill
hospitals for tests performed on specimens collected from hospital inpatients when the test was ordered less than 14 days after
the date of discharge.
In the CY 2020 Hospital Outpatient Prospective Payment System Proposed Rule, CMS solicited comments on potential
revisions to these billing rules that could have impacted our ability to bill Medicare directly for our Afirma, Decipher Prostate
Biopsy, Decipher Prostate RP, Envisia, and Decipher Bladder classifiers, as well as for Prosigna, when performed on specimens
collected from hospital outpatients. Although these changes were not finalized, if CMS makes similar changes in the future, it
could negatively impact our business.
In addition, we must maintain CLIA compliance and certification to sell our tests and be eligible to bill for diagnostic
services provided to Medicare beneficiaries.
If the FDA or foreign authorities were to begin regulating those of our tests that they do not currently regulate, we could
incur substantial costs and delays associated with trying to obtain premarket clearance, approval or certification.
Clinical laboratory tests have long been subject to comprehensive regulations under CLIA, as well as by applicable state
laws. Most clinical diagnostic tests developed and run within a single CLIA-certified clinical laboratory (known as laboratory
developed tests or LDTs), are not currently subject to regulation under the FDA's enforcement discretion policy concerning
LDTs. While the FDA has maintained its authority to regulate LDTs, it has generally exercised enforcement discretion not to
enforce the premarket review, quality system/current Good Manufacturing Practices regulations, and other applicable medical
device requirements against most LDT developers and users. Certain reagents, instruments, software or components
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manufactured and sold by third parties and used by their customers to manufacture or perform diagnostic tests may be subject to
regulation under certain circumstances. We believe that the Afirma, Decipher Prostate Biopsy, Decipher Prostate RP, Envisia,
and Decipher Bladder classifiers, have been developed and are performed in a manner consistent with the FDA’s enforcement
discretion policy concerning LDTs.
On October 3, 2023, the FDA issued a notice proposing to amend its regulations to make explicit that IVDs are medical
devices under the Federal Food, Drug, and Cosmetic Act, or the FDC Act, including when the manufacturer of the IVD is a
laboratory. In conjunction with this proposed amendment, the FDA proposed to phase out its general enforcement discretion
approach for LDTs so that IVDs manufactured by a laboratory would generally fall under the same enforcement approach as
other IVDs. If the proposed rule is finalized as it is currently drafted, the FDA will gradually end its general enforcement
discretion approach in five stages over a four-year period. Each stage of the proposed phaseout period would subject LDTs to a
set of regulatory requirements. For example, the first stage of the phaseout would require LDT developers to comply with
medical device reporting requirements and correction and removal reporting requirements within one year after the FDA
publishes the final rule. LDTs that are considered higher risk IVDs would be subject to premarket review requirements within
three and a half years, and LDTs that are considered moderate or low risk IVDs would be subject to premarket submission
requirements within four years after the FDA publishes the final rule. While the enforcement policy is phased out, the FDA
could still decide to pursue enforcement action at any time against LDTs that it deems to be violative of its regulations when
appropriate. We cannot predict when, or if, the proposed rule will be finalized and, if it is, whether any substantial changes will
be made to the rule.
If the FDA were to determine that Afirma, Decipher Prostate Biopsy, Decipher Prostate RP, Envisia and Decipher
Bladder classifiers are not within the scope of the FDA's enforcement discretion policy for LDTs for any reason, including new
rules, regulations, policies or guidance, or due to changes in statute, our tests may become subject to extensive FDA
requirements, or our business may otherwise be adversely affected. If the FDA were to disagree with our LDT status or modify
its approach to regulating LDTs as currently proposed or otherwise, we could experience reduced revenue or increased costs,
which could adversely affect our business, prospects, results of operations and financial condition.
In March 2017, a draft bill on the regulation of LDTs, entitled "The Diagnostics Accuracy and Innovation Act", or DAIA,
was released for discussion. In December 2018, the sponsors of DAIA released a new version of the legislation called the
“Verifying Accurate, Leading-edge IVCT Development Act", or VALID Act. The VALID Act proposes a risk-based approach
to regulate LDTs and creates a new in vitro clinical test category, which includes LDTs, and a new regulatory structure under
the FDA. Similar versions of the VALID Act have since been introduced. The most recent version was introduced in the House
of Representatives in March 2023. As proposed, the bill would create a precertification program for lower risk tests not
otherwise required to go through premarket review. It would grandfather certain existing tests from some requirements but
would allow the FDA to subject otherwise grandfathered tests to premarket review under certain conditions. Similarly, the
Verified Innovative Testing in American Laboratories, or VITAL Act, was introduced in December 2020 and re-introduced in
May 2021. In contrast with the VALID Act, the VITAL Act would prevent the FDA from regulating LDTs and would instead
assign regulatory authority over LDTs entirely to CMS. We cannot predict whether either of these or other draft bills governing
LDTs will become legislation and cannot quantify the effect of such draft bills on our business.
In addition, changes in the way the European Union, or EU, regulates LDTs could result in additional expenses for
offering our current and any future tests or possibly delay or suspend development, or commercialization of such tests. The EU
Regulation (EU) 2017/746 of April 5, 2017, repealing the IVDD, referred to as the IVD Medical Devices Regulation, or IVDR,
became applicable on May 26, 2022 (subject to certain transition provisions). Under the IVDR, the general safety and
performance requirements set out in Annex I are also applicable to devices that are not placed on the market but used in the
context of a commercial activity. If our tests do not qualify for an exemption, we may be subject to the full application of the
IVDR with respect to some or all of our existing, as well as future, tests, and we would be required to expend additional time
and resources to complying with the requirements of the IVDR. Following Brexit, the IVDR will not be applicable in Great
Britain (although it will apply in Northern Ireland), but the UK government is currently undertaking a consultation on the
regime applicable to in vitro diagnostics in the UK, and it is anticipated that similar provisions will be introduced as under the
IVDR.
If the FDA or foreign authorities were to require us to seek clearance, approval or certification for our existing tests that
are not currently cleared, approved, or certified or any of our future products for clinical use, we may not be able to obtain such
clearances, approvals or certifications on a timely basis, or at all. While it is possible that our Afirma, Decipher Prostate Biopsy,
Decipher Prostate RP, Envisia, and Decipher Bladder classifiers, would be “grandfathered” and therefore exempted from some
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new regulatory requirements, the FDA’s proposed rule does not include a grandfathering approach. There can be no assurance
of what the FDA might ultimately require if it finalizes the proposed rule, issues a revised rule, or if legislative reforms are
enacted. If premarket reviews or certifications are required, our business could be negatively impacted if we are required to stop
selling our products pending their clearance, approval or certification. In addition, the launch of any new products that we
develop or modifications we make to existing products could be delayed by the implementation of future FDA or foreign
regulations. The cost of complying with premarket review or certification requirements, including obtaining clinical data, could
be significant. In addition, any future regulation by the FDA or foreign authorities could subject our business to further
regulatory risks and costs. For example, our sample collection kits are listed as Class I devices with the FDA. If the FDA were
to determine that they are not Class I devices or otherwise not exempt from 510(k) clearance requirements, we would be
required to file 510(k) premarket notifications and obtain FDA clearance to use the containers, which could be time consuming
and expensive.
The FDA has raised potential concerns where companies manufacture and label finished clinical test kits or clinical
testing components as “research use only”, or RUO, or “investigational use only”, or IUO, and either knowingly use them or
sell them for use in patient care. The FDA has taken the position that if evidence demonstrates that a product which otherwise
meets the definition of a regulated medical device is inappropriately labeled as RUO or IUO, the distribution, sale, or use of the
product could violate the misbranding or adulteration provisions of the FDC Act. In the EU, under the IVDD, RUO products
which are intended to be used for research purposes, without any medical objective, are not regarded as devices for performance
evaluation used in diagnostic procedures. More importantly, the IVDR expressly provides that products intended for RUO are
excluded from the scope of the regulation. A material intended for RUO, without any medical purpose or objective, is therefore
not considered as an IVD medical device, or IVD MD, and is not subject to compliance with the IVD MDs requirements.
Depending on the product in question, other regulations may be applicable to the RUO products. Some of the reagents,
instruments, software or components obtained by us from suppliers for use in our products are currently labeled by those
suppliers as “RUO” or “IUO”. If the FDA or foreign bodies were to determine that any of these reagents, instruments, software
or components are improperly labeled as RUO or IUO and undertake enforcement actions, some of our suppliers might cease
selling these reagents, instruments, software or components to us or be forced to recall them, and any failure to obtain an
acceptable substitute could significantly and adversely affect our business, financial condition and results of operations,
including increasing the cost of testing or delaying, limiting or prohibiting the purchase of reagents, instruments, software or
components necessary to perform testing. Such actions could also lead the FDA to investigate our purchase and use of supplier
products and for the Agency to question whether or not Veracyte has violated the FDC Act.
Failure to comply with applicable regulatory requirements of the FDA or foreign authorities could result in enforcement
action, including receiving untitled or warning letters, fines, injunctions, or civil or criminal penalties. Any such enforcement
action would have a material adverse effect on our business, financial condition and operations.
Obtaining marketing authorization or certification by the FDA and foreign regulatory authorities or notified regulatory
bodies for our diagnostic tests will take significant time and require significant research, development and clinical study
expenditures and ultimately may not succeed.
Before we begin to label and market some of our products for use as clinical diagnostics in the United States, unless an
exemption applies, we are required to obtain clearance from the FDA by submitting a premarket notification under section
510(k) of the FDC Act or 510(k), or approval from the FDA by submitting a premarket approval, or PMA. Alternatively, we
may be able to obtain marketing authorization through a De Novo classification process rather than through a PMA for class I
or class II devices if the 510(k) pathway is not available. If the FDA finalizes the proposed rule to regulate LDTs as medical
devices as it is currently drafted, we will need to obtain the appropriate marketing clearance, approval, or authorization for each
or our tests that are currently offered as LDTs in accordance with the timelines provided in the final rule.
In September 2013, Prosigna was granted FDA 510(k) clearance as a prognostic indicator for distant recurrence-free
survival at ten years in post-menopausal women with Stage I/II lymph node-negative or Stage II lymph node-positive (1-3
positive nodes), hormone receptor-positive breast cancer to be treated with adjuvant endocrine therapy alone, when used in
conjunction with other clinicopathological factors after they have undergone surgery in conjunction with locoregional treatment
and consistent with the standard of care.
The FDA issued guidance titled "In Vitro Companion Diagnostic Devices" that defined an IVD companion diagnostic
device as an in vitro diagnostic device that provides information that is essential for the safe and effective use of a
corresponding therapeutic product. The use of an IVD companion diagnostic device with a therapeutic product is stipulated in
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the instructions for use in the labeling of both the diagnostic device and the corresponding therapeutic product, including the
labeling of any generic equivalents of the therapeutic product. The FDA stated that an IVD companion diagnostic should be
submitted for review and cleared or approved through an appropriate device submission contemporaneously with the review
and approval of the therapeutic product to facilitate concurrent review. The FDA guidance also stated that while there may be
cases when a companion diagnostic could come to market through the 510(k) pathway, the FDA expects that most companion
diagnostics will be Class III devices. An IVD diagnostic device that is not a companion diagnostic device, because it is not
essential for the safe and effective use of a corresponding therapeutic product, may still be beneficial for use with a therapeutic
product, but may not be identified in the labeling of the therapeutic product. It is possible that revenue from a cleared or
approved beneficial or complementary IVD diagnostic device may be less than revenue from a cleared or approved IVD
companion diagnostic device.
The FDA issued another draft guidance in December 2018 specific to oncology companion diagnostic tests, which it
finalized in April 2020. The guidance explained that some oncology companion diagnostic tests can be developed in a way that
results in labeling for a specific group of oncology therapeutic products, rather than a single therapeutic product. However,
there is no assurance that we would be able to obtain clearance or approval for any of our diagnostic devices in development as
a companion diagnostic device or that any such clearance or approval will occur without significant delay.
Any medical device product for which we obtain marketing authorization, including any tests that are currently offered as
LDTs, would be subject to regulatory requirements that would affect how we are able to market and sell the device. The FDC
Act and FDA regulations place considerable requirements on medical devices, including, but not limited to, compliance with
the quality system regulation, or QSR, establishment registration and product listing with the FDA, and compliance with
labeling, marketing, complaint handling, medical device reporting requirements, and reporting certain corrections and removals.
If the FDA finalizes its proposed rule to regulate LDTs as medical devices as it is currently drafted, these regulatory
requirements will become applicable to our tests that are currently offered as LDTs in stages, including any applicable
premarket approval, clearance, or authorization requirements. Obtaining FDA clearance or approval for diagnostics can be
expensive and uncertain, generally may take several months to several years, and generally requires detailed and comprehensive
scientific and clinical data, as well as compliance with FDA regulations for investigational devices. In addition, we have limited
experience in obtaining PMA approval, 510(k) clearance, or De Novo authorization from the FDA and are therefore
supplementing our operational capabilities to manage the more complex processes needed to obtain and maintain marketing
authorization. Notwithstanding the expense, these efforts may never result in FDA clearance or approval. Even if we were to
obtain marketing authorization, it may not be for the uses we believe are important or commercially attractive, in which case we
would not market our product for those uses.
Sales of our diagnostic tests outside the United States are subject to foreign regulatory requirements governing clinical
studies, vigilance reporting, marketing approval, manufacturing, regulatory inspections, product licensing, pricing and
reimbursement. These regulatory requirements vary greatly from country to country. As a result, the time required to obtain
approvals or certifications outside the United States may differ from that required to obtain FDA marketing authorization, and
we may not be able to obtain foreign regulatory approvals on a timely basis or at all. Marketing authorization from the FDA
does not ensure approval or certification by regulatory authorities in other countries, and approval or certification by any
foreign regulatory authority does not ensure marketing authorization or certifications by regulatory authorities in other countries
or by the FDA. Foreign regulatory authorities could require additional testing beyond what the FDA requires. In addition, the
FDC Act imposes requirements on the export of medical devices, such as labeling requirements, and foreign governments
impose requirements on the import of medical devices from the United States. Failure to comply with these regulatory
requirements or to obtain required approvals, clearances, and export certifications could impair our ability to commercialize our
diagnostic products outside of the United States.
For instance, in order to sell some of our products in the EU, those products must comply with the General Safety and
Performance Requirements of the IVDR. Compliance with these requirements is a prerequisite to place IVD products on the EU
market. All medical devices placed on the market in the EU must meet the General Safety and Performance Requirements laid
down in Annex I to the IVDR, including the requirement that an IVD MD must be designed and manufactured in such a way
that it will not compromise the clinical condition or safety of patients, or the safety and health of users and others. In addition,
the device must achieve the performances intended by the manufacturer and be designed, manufactured, and packaged in a
suitable manner. To demonstrate compliance with the General Safety and Performance Requirements we must undergo a
conformity assessment procedure, which varies according to the type of medical device and its (risk) classification. As a general
rule, demonstration of conformity of IVD MDs and their manufacturers with the essential requirements must be based, among
other things, on the evaluation of clinical data supporting the safety and performance of the products during normal conditions
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of use. Specifically, a manufacturer must demonstrate that the device achieves its intended performance during normal
conditions of use, that the known and foreseeable risks, and any adverse events, are minimized and acceptable when weighed
against the benefits of its intended performance, and that any claims made about the performance and safety of the device are
supported by suitable evidence.
The EU regulatory landscape concerning medical devices has significantly changed, and the new IVDR governing IVD
MDs became applicable on May 26, 2022 (subject to certain transitional provisions meaning that were such transitional
provisions apply, the products can continue to be placed on the market under the IVDD for a certain period of time). The new
requirements in the IVDR have a significant effect on the way we conduct our business in the EU and the EEA. In particularly,
substantially more IVDs require the involvement of a notified body to be able to affix a CE Mark to the product, which may
lead to delay in being able to place such products on the market.
On April 5, 2017, the IVDR was adopted to establish a modernized and more robust EU legislative framework, with the
aim of ensuring better protection of public health and patient safety. Unlike directives, the IVDR does not need to be transposed
into national law and therefore reduces the risk of discrepancies in interpretation across the different European markets. The
IVDR increases the regulatory requirements applicable to IVD MDs in the EU and would require that we re-classify and obtain
new certificates of conformity for our existing CE-marked IVD MDs by May 25, 2022, unless a transitional provision applies to
the product, meaning that where such transitional provisions apply, the products can continue to be placed on the market under
the IVDD for a certain period of time. For most IVD MDs, the manufacturer used to self-declare the conformity of its products
with the essential requirements of the IVDD. Under the IVDR, the majority of IVD MDs require now the intervention of a
notified body for conformity assessment. Notified bodies are independent organizations designated by EU member states to
assess the conformity of devices before being placed on the market. The notified body audits and examines the product’s
technical documentation and the manufacturer’s quality system. If satisfied that the relevant product conforms to the General
Safety and Performance Requirements, the notified body issues a certificate of conformity. The manufacturer may then apply
the CE Mark to the device, which allows the device to be placed on the market throughout the EU. If we fail to remain in
compliance with applicable EU laws and directives, we would be unable to continue to affix the CE mark to our products,
which would prevent us from selling them within the EU and European Economic Area, or EEA (which consists of the 27 EU
member states plus Norway, Liechtenstein and Iceland).
The IVDR will not be implemented in Great Britain, and since January 1, 2021, the Medicines and Healthcare products
Regulatory Agency, or MHRA, has become the sovereign regulatory authority responsible for the Great Britain (i.e., England,
Wales and Scotland) medical device market according to the requirements provided in the Medical Devices Regulations
2002 (SI 2002 No 618, as amended). The UK regulation implemented the three pre-existing EU directives, including the IVDD.
Following the end of the Brexit transitional period on January 1, 2021, new regulations require medical devices to be registered
with the MHRA before being placed on the Great Britain market. The MHRA only registers devices where the manufacturer or
their United Kingdom, or UK, Responsible Person has a registered place of business in the UK. Manufacturers based outside
the UK need to appoint a UK Responsible Person that has a registered place of business in the UK to register devices with the
MHRA. Additionally, in Great Britain, all medical devices will require a UK Conformity Assessed, or UKCA, mark but CE
marks (IVDD self-certified or IVDR issued by EU notified regulatory bodies, subject to validity of the certificate in the EU)
will remain valid until June 30, 2030. Manufacturers may choose to use the UKCA mark on a voluntary basis until June 30,
2030.
For the time being, the regulatory regime for medical devices and IVD MDs in Great Britain (England, Scotland and
Wales) continues to be based on the requirements derived from current EU legislation. An MHRA public consultation was
opened until end of November 2021 on the post-Brexit regulatory framework for medical devices and diagnostics. The MHRA
seeks to amend the UK Medical Devices Regulations 2002, in particular to create a new access pathway to support innovation,
create an innovative framework for regulating software and artificial intelligence as medical devices, reform IVD MD
regulation, and foster sustainability through the reuse and remanufacture of medical devices. For IVD medical devices, the
regime is expected to come into force in July 2030, coinciding with the end of the acceptance period for EU CE marks in Great
Britain, subject to appropriate transitional arrangements. The consultation indicated that the MHRA will publish guidance in
relation to the changes to the regulatory framework and may rely more heavily on guidance to add flexibility to the regime.
Subject to the outcome of the MHRA public consultation on the post-Brexit regulatory framework for medical devices
and diagnostics, the UK may choose to retain regulatory flexibility or align with the EU Medical Devices Regulation and the
IVDR going forward. EU CE markings will continue to be recognized in the UK, and certificates issued by EU-registered
notified regulatory bodies will be valid in the UK, until June 30, 2030, subject to validity on the certificate. For medical
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devices, including IVD MDs, placed on the market in Great Britain after this period, the UKCA marking will be mandatory and
subject to positive review and issuance of a certificate by an accredited Authorized Body. In contrast, UKCA marking and
certificates issued by UK notified regulatory bodies are not yet recognized on the EU market.
The rules for placing medical devices on the Northern Ireland market differ from those in Great Britain, and the IVDR
will apply in Northern Ireland. Under the terms of the Northern Ireland Protocol of the Withdrawal Agreement between the EU
and UK, Northern Ireland follows EU rules on medical devices, including the IVDR when applicable. Therefore, devices
marketed in Northern Ireland will require assessment according to the EU regulatory regime. Such assessment may be
conducted by an EU notified body, in which case a CE mark is required before placing the device on the market in the EU or
Northern Ireland. Alternatively, if a UK notified body conducts such assessment, a ‘UKNI’ mark is applied and the device may
only be placed on the market in Northern Ireland and not the EU.
A mutual recognition agreement, or MRA, aligning IVD regulations between the European Union and Switzerland has
officially expired following the In Vitro Diagnostic Medical Devices Regulation’s, or IVDR, May 26, 2022 date of application,
impacting certification and authorized representation requirements for manufacturers. The Swiss government has issued its own
Ordinance on In Vitro Diagnostic Medical Devices, or IvDO. The Swiss regulation aligns closely with the IVDR in terms of
requirements for manufacturers, and follows the IVDR’s transitional timelines regarding compliance deadlines according to
IVD risk classifications as well as designations of Swiss Authorized Representatives.
These modifications may have an effect on the way we intend to conduct our business in these countries.
If we are unable to obtain marketing authorizations or certifications, approvals, clearances or certifications to market
Prosigna or our other assays on the nCounter Analysis System or other IVD platforms in additional countries or if
regulatory limitations are placed on our diagnostic kit products, our business and growth will be harmed.
The FDA cleared the Prosigna test for marketing in the United States. Prosigna is CE marked which permits us to market
the test in the EU and Prosigna received marketing authorizations in selected other jurisdictions. We intend to seek regulatory
authorizations or certifications for Prosigna in other jurisdictions and, potentially, for other indications. We cannot guarantee
that the regulatory authorization or certification for Prosigna will be granted or, if granted, will not be revoked, which could
adversely impact our business, financial condition, and operations.
In addition, pursuant to our collaborations with pharmaceutical companies for the development of companion diagnostic
tests for use with their drugs, we are responsible for obtaining regulatory authorizations or certifications to use the companion
diagnostic tests in clinical studies as well as the authorizations or certifications to sell the companion diagnostic tests following
completion of such studies. Some of the compensation we expect to receive pursuant to these collaborations is based on the
receipt of authorizations or certifications. Any failure to obtain authorizations or certifications for our diagnostic kits in a
particular jurisdiction may also reduce sales of the nCounter Analysis System for clinical use in that jurisdiction, as the lack of a
robust menu of available diagnostic tests would make those systems less attractive to testing laboratories.
In the EU, the IVDR has introduced a new classification system for companion diagnostics which are now specifically
defined as a device which is essential for the safe and effective use of a corresponding medicinal product to: (a) identify, before
and/or during treatment, patients who are most likely to benefit from the corresponding medicinal product; or (b) identify,
before and/or during treatment, patients likely to be at increased risk of serious adverse reactions as a result of treatment with
the corresponding medicinal product. Companion diagnostics have to undergo a conformity assessment by a notified body.
Before it can issue a certificate of conformity, the notified body will have to seek a scientific opinion from the European
Medicines Agency or the relevant national competent authority on the suitability of the companion diagnostic to the medicinal
product concerned.
We are dependent on third party platform and technology providers to maintain their platforms and technology in
accordance with the requirements of applicable regulatory bodies. We cannot assure investors that we will be successful in
obtaining or maintaining regulatory clearances, certifications, approvals, or marketing authorizations of our existing or future
tests or technology, including nCounter. If we do not obtain or maintain regulatory clearances, certifications, approvals, or
marketing authorizations for existing or future diagnostic kit products or technology, or expand future indications for diagnostic
purposes, if additional regulatory limitations are placed on our diagnostic kit products or if we fail to successfully
commercialize such products, the market potential for our diagnostic kit products would be constrained, and our business and
growth prospects related to our IVD strategy would be adversely affected.
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We are subject to ongoing and increasingly extensive regulatory requirements, which may be subject to change, and our
failure to comply with these requirements could substantially harm our business.
Certain of our products are regulated as IVD MDs, including Prosigna and the nCounter Analysis System. Accordingly,
we and certain of our contract manufacturers are subject to ongoing International Organization for Standardization, or ISO,
obligations as well as requirements under CLIA and state laboratory quality statutes and regulations, the FDC Act and related
FDA regulations, and other statutory and regulatory requirements enforced by other government authorities. These may include
routine inspections by notified bodies, the FDA, CMS, and other health authorities, of our manufacturing facilities and our
records for compliance with standards such as ISO 13485 and the QSR, which establish extensive requirements for quality
assurance and control as well as manufacturing and change control procedures, among other things. These inspections may
include the manufacturing facilities of any suppliers. In the event that a supplier fails to maintain compliance with regulatory or
our quality requirements, we may have to qualify a new supplier and could experience manufacturing delays as a result. We are
also subject to other regulatory obligations, such as registration of our company offices and facilities and the listing of our
devices with the FDA (and similar listings and certifications in certain other countries); continued adverse event and
malfunction reporting; reporting certain corrections and removals; and labeling and promotional requirements.
The IVDR increases the regulatory requirements applicable to in vitro diagnostics in the EU and would require that we re-
classify and obtain new certificates of conformity for our existing CE-marked IVD products by May 25, 2022, unless a
transitional provision applies to the product. Failure to secure these re-certifications in time will halt our ability to
commercialize our products in relevant countries. Currently Prosigna for use on nCounter is our only product that will require
recertification. Moreover, complying with the stricter regulatory requirements of the IVDR, including with respect to clinical
evaluation requirements, quality systems, and post-market surveillance, may require us to incur significant expenditures.
Failure to meet these requirements, or a failure or delay in our ability to recertify Prosigna for use on nCounter could adversely
impact our business in the EU and EEA and other regions that tie their product registrations or regulations to the EU
requirements.
The IVDR became applicable five years after publication on May 26, 2022 and once applicable to a particular product, the
IVDR will among other things:
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strengthen the rules on placing devices on the market and reinforce surveillance once they are available;
establish explicit provisions on manufacturers’ responsibilities for the follow-up of the quality, performance and safety
of devices placed on the market;
establish explicit provisions on importers’ and distributors’ obligations and responsibilities;
impose an obligation to identify a responsible person who is ultimately responsible for all aspects of compliance with
the requirements of the new regulation;
improve the traceability of medical devices throughout the supply chain to the end-user or patient through the
introduction of a unique identification number, to increase the ability of manufacturers and regulatory authorities to
trace specific devices through the supply chain and to facilitate the prompt and efficient recall of medical devices that
have been found to present a safety risk;
set up a central database (Eudamed) to provide patients, healthcare professionals and the public with comprehensive
information on products available in the EU;
establish recourse for damage caused by a defective device; and
strengthen rules for the assessment of certain high-risk devices that may have to undergo an additional check by
experts before they are placed on the market.
Other regulatory bodies may also issue guidelines and regulations that could impact the development of our products,
including companion diagnostic tests. For example, the European Medicines Agency recently launched an initiative to
determine guidelines for the use of genomic biomarkers in the development and lifecycle of drugs. The guidelines may impose
greater requirements for demonstrating the clinical validity and utility of our biomarker-based tests and may interfere with our
ability to develop companion diagnostics or otherwise obtain or maintain marketing authorization or certifications for our
diagnostic tests.
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We may also be subject to additional FDA or foreign regulatory authority post-marketing obligations or requirements by
the FDA or foreign regulatory authority to change our current product classifications which would impose additional regulatory
obligations on us. For example, the FDA has recently finalized a rule to revise the QSR to more closely align with ISO
13485:2016 but that also includes proposed clarifications and additional definitions and requirements. The promotional claims
we can make for Prosigna in the United States are limited to the indications for use as cleared by the FDA or outside the United
States as authorized or certified by the applicable regulatory authority. If we are not able to maintain regulatory compliance, we
may not be permitted to market our medical device products and/or may be subject to enforcement actions by the FDA or other
governmental authorities such as the issuance of warning or untitled letters, fines, injunctions, and civil penalties; recall or
seizure of products; operating restrictions; and criminal prosecution. In addition, we may be subject to similar regulatory
regimes of foreign jurisdictions as we continue to commercialize our products in new markets outside of the United States and
Europe. Adverse notified body, EU competent authority or the FDA or global regulatory authority action in any of these areas
could significantly increase our expenses and limit our revenue and profitability.
If we are unable to compete successfully, we may be unable to increase or sustain our revenue and/or achieve profitability.
We operate in a highly competitive market. For our Afirma genomic classifier we face competition from companies and
academic institutions that use next generation sequencing technology or other methods to measure mutational markers such as
BRAF and KRAS, along with numerous other mutations. These organizations include Interpace Diagnostics Group, Inc.,
CBLPath, Inc./University of Pittsburgh Medical Center and others who are developing new products or technologies that may
compete with our tests. In the future, we may also face competition from companies developing new products or technologies.
Our Decipher Prostate test faces competition from Myriad Genetics and MDx Health, which offer genomic testing for
prognostic purposes within localized prostate cancer. Additionally, traditional methods used by pathologists and clinicians to
estimate risk of disease progression pose competitive threats to our business in addition to new technologies such as AI and
digital pathology. In bladder cancer, we are not currently aware of a direct competitor offering genomic testing for prognostic
purposes that match the intended use population for the Decipher Bladder test. However, DNA mutational analysis and
traditional clinical methods and nomograms are currently in use by physicians for similar purposes.
We believe our primary competition in pulmonology with our Envisia classifiers will similarly come from traditional
methods used by physicians to diagnose the related diseases. For the Percepta Nasal Swab test, we expect competition from
companies focused on lung cancer such as Biodesix, Inc. We believe our principal competitor in the breast cancer diagnostics
market is Exact Sciences, Inc., which currently commands a substantial majority of the market. Other competitors in the breast
cancer diagnostics market include Myriad Genetics, Inc. and Agendia, Inc.
As we expand our portfolio of tests, including into the MRD space, we may also face competition from companies
informing treatment decisions such as Personalis, Natera, Guardant Health or Foundation Medicine, Inc. Competition could
also emerge using alternative samples, such as blood, urine or sputum.
In general, we also face competition from commercial laboratories, such as Laboratory Corporation of America Holdings,
Quest Diagnostics, and Sonic Healthcare USA, with strong infrastructure to support the commercialization of diagnostic
services. We face potential competition from companies such as Thermo Fisher Scientific Inc., which has entered the clinical
diagnostics market. Other potential competitors include companies that develop diagnostic products, such as Roche
Diagnostics, a division of Roche Holding Ltd, Siemens AG and Qiagen N.V., and we also may face competition from
competitors of our biopharma services such as Neogenomics, Adaptive Biotechnologies, Tempus and Akoya.
In addition, competitors may develop their own versions of our solutions in countries we may seek to enter where we do
not have patents or where our intellectual property rights are not recognized, and compete with us in those countries, including
encouraging the use of their solutions by physicians in other countries.
To compete successfully, we must be able to demonstrate, among other things, that our diagnostic test results are accurate
and cost effective, and we must secure a meaningful level of reimbursement for our products.
Many of our potential competitors have widespread brand recognition and substantially greater financial, technical and
research and development resources, and selling and marketing capabilities than we do. Others may develop products with
prices lower than ours that could be viewed by physicians and payers as functionally equivalent to our solutions or offer
solutions at prices designed to promote market penetration, which could force us to lower the list price of our solutions and
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affect our ability to achieve profitability. If we are unable to change clinical practice in a meaningful way or compete
successfully against current and future competitors, we may be unable to increase market acceptance and sales of our products,
which could prevent us from increasing our revenue or achieving profitability and could cause the market price of our common
stock to decline. As we add new tests, products and services, we will face many of these same competitive risks.
We depend on our senior management team, and the loss of one or more of our executive officers, or any inability to
attract and retain highly-skilled employees and other key personnel, could adversely affect our business.
Our success depends in part on the skills, experience and performance of members of our executive management team and
others in key management positions. We have in the past and may in the future experience changes in our executive
management, which may be disruptive to our business. Executive transitions may impact our ability to implement our business
strategy and could have a material adverse effect on our business.
In addition, our research and development programs and commercial laboratory operations depend on our ability to attract
and retain highly skilled scientists. We may not be able to attract or retain qualified scientists and technicians in the future due
to the intense competition for qualified personnel among life science businesses. Our success in the development and
commercialization of advanced diagnostics requires a significant medical and clinical staff to conduct studies and educate
physicians and payers on the merits of our tests in order to achieve adoption and reimbursement. We are in a highly competitive
industry to attract and retain this talent, and the labor market in our industry is becoming increasingly competitive. Additionally,
our success depends on our ability to attract and retain qualified salespeople.
There can be no assurance that we will be successful in maintaining and growing our business. Additionally, as we
increase our sales channels for new tests we commercialize, we may have difficulties recruiting and training additional sales
personnel or retaining qualified salespeople, which could cause a delay or decline in the rate of adoption of our tests.
Our business requires specialized capabilities in reimbursement, billing, and other areas and there may be a shortage of
qualified individuals. If we are not able to attract and retain the necessary personnel to accomplish our business objectives, we
may experience constraints that could adversely affect our ability to support our research and development, clinical laboratory,
sales and reimbursement, billing and finance efforts. All of our U.S. employees are at will, which means that either we or the
employee may terminate their employment at any time. We do not carry key person insurance for any of our employees.
Finally, we rely, in part, on equity awards to compensate and incentivize our employees to drive our further growth. As
the equity capital markets have been highly volatile in recent periods and the price of our common stock has declined, certain of
our employees’ equity awards have lost some or all of their value, which may limit their effectiveness as retention tools and, in
the event we fail to retain such employees, may adversely affect our business, results of operations and financial condition.
Billing for our diagnostic tests is complex, and we must dedicate substantial time and resources to the billing process in
order to collect cash and be paid.
Billing for clinical laboratory testing services is complex, time-consuming and expensive. Depending on the billing
arrangement and applicable law, we bill various payers, including Medicare, commercial insurance companies and patients, all
of which have different billing requirements. We generally bill third-party payers for our diagnostic tests and pursue
reimbursement on a case-by-case basis where pricing contracts are not in place. To the extent laws or contracts require us to bill
patient co-payments or co-insurance, we must also comply with these requirements. We may also face increased risk in our
collection efforts, including potential write-offs of accounts receivable and long collection cycles, which could adversely affect
our business, results of operations and financial condition including cash collections. Furthermore, third-party payers may
reduce or refuse to pay for our tests, with or without notice.
Several factors make the billing process complex, including:
differences between the list price for our tests and the reimbursement rates of payers;
compliance with complex federal and state regulations related to billing government payers, such as Medicare and
Medicaid, including requirements to have an active CLIA certificate;
risk of government audits related to billing Medicare and other government payers;
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disputes among payers as to which party is responsible for payment;
differences in coverage and in information and billing requirements among payers, including the need for prior
authorization and/or advanced notification;
the effect of patient co-payments or co-insurance;
individual payers may argue technical contract noncompliance and withhold payment;
changes to billing codes used for our tests;
incorrect or missing billing information; and
the resources required to manage the billing and claims appeals process.
We use standard industry billing codes, known as CPT codes, to bill for our tests, including cytopathology. Through
December 31, 2020, we used the CPT code 81545 to bill for our Afirma classifier. Effective January 1, 2021, we began using
the new CPT code 81546 to bill for our Afirma classifier, and code 81545 was retired. Effective January 1, 2020, we began
using CPT code 81542 to bill for Decipher Prostate Biopsy and Decipher Prostate RP tests. Effective January 1, 2021, we began
using the new CPT code 81554 to bill for our Envisia classifier. Effective October 1, 2020, we began using CPT code 0016M to
bill for our Decipher Bladder test.
CPT codes can change over time. When codes change, there is a risk of an error being made in the claim adjudication
process. These errors can occur with claims submission, third-party transmission or in the processing of the claim by the payer.
Claim adjudication errors may result in a delay in payment processing or a reduction in the amount of the payment received.
Coding changes, therefore, may have an adverse effect on our total revenue. Even when we receive a designated CPT code
specific to our tests, there can be no assurance that payers will recognize these codes in a timely manner or that the process of
transitioning to such a code and updating their billing systems and ours will not result in errors, delays in payments and a
related increase in accounts receivable balances.
As we introduce new tests, we will need to add new codes to our billing process as well as our financial reporting systems.
Failure or delays in effecting these changes in external billing and internal systems and processes could negatively affect our
collection rates, revenue and cost of collecting.
Correct coding is subject to the coding policies of the American Medical Association CPT Editorial Panel, or AMA CPT.
With respect to claims submitted to Medicare and Medicaid, it is also subject to coding policies developed through the National
Correct Coding Initiative, or NCCI. Other payers may develop their own payer-specific coding policies. The broader coding
policies of the AMA CPT, NCCI, and other payers are subject to change. For instance, the NCCI adopted an update to its
Coding Policy Manual effective January 1, 2019, to limit instances when multiple codes may be billed for molecular pathology
testing. Although the NCCI appears to have moderated this change in its subsequent updates, such coding policy changes may
negatively affect our total revenue and cash flow.
Additionally, our billing activities require us to implement compliance procedures and oversight, train and monitor our
employees, challenge coverage and payment denials, assist patients in appealing claims, and undertake internal audits to
evaluate compliance with applicable laws and regulations as well as internal compliance policies and procedures. Payers also
conduct external audits to evaluate payments, which adds further complexity to the billing process. If the payer makes an
overpayment determination, there is a risk that we may be required to return some portion of prior payments we have received.
Additionally, the ACA established a requirement for providers and suppliers to report and return any overpayments received
from government payers under the Medicare and Medicaid programs within 60 days of identification. Failure to identify and
return such overpayments exposes the provider or supplier to liability under federal false claims laws. These billing
complexities, and the related uncertainty in obtaining payment for our tests, could negatively affect our revenue and cash flow,
our ability to achieve profitability, and the consistency and comparability of our results of operations.
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We rely on a third-party provider to transmit claims to payers, and any delay in transmitting claims could have an adverse
effect on our revenue.
While we manage the overall processing of claims, we rely on a third-party provider to transmit the actual claims to
payers based on the specific payer billing format. We have previously experienced delays in claims processing when our third-
party provider made changes to its invoicing system, and again when it did not submit claims to payers within the timeframe we
require. Additionally, coding for diagnostic tests may change, and such changes may cause short-term billing errors that may
take significant time to resolve. If claims are not submitted to payers on a timely basis or are erroneously submitted, or if we are
required to switch to a different provider to handle claim submissions, we may experience delays in our ability to process these
claims and receipt of payments from payers, or possibly denial of claims for lack of timely submission, which would have an
adverse effect on our revenue and our business.
If our internal sales force is less successful than anticipated, our business expansion plans could suffer and our ability to
generate revenue could be diminished. In addition, we have limited history selling our molecular diagnostics tests on a direct
basis and our limited history makes forecasting difficult.
If our internal sales force is not successful or new additions to our sales team fail to gain traction among our customers,
we may not be able to increase market awareness and sales of our molecular diagnostic tests and products. If we fail to establish
our molecular diagnostic tests and products in the marketplace, it could have a negative effect on our ability to sell subsequent
molecular diagnostic tests and products, thereby hindering the desired expansion of our business. We have growing, however
limited, historical experience forecasting the direct sales of our molecular diagnostics tests and products. Our ability to produce
total test volumes that meet customer demand is dependent upon our ability to forecast accurately and plan production
capacities accordingly.
Developing new products involves a lengthy and complex process, and if we do not achieve our projected development and
commercialization goals in the timeframes we announce and expect, our business will suffer and our stock price may
decline.
From time to time, we expect to estimate and publicly announce the anticipated timing of the accomplishment of various
clinical and other product development goals. The actual timing of accomplishment of these targets could vary dramatically
compared to our estimates, in some cases for reasons beyond our control. We cannot be certain that we will meet our projected
targets and if we do not meet these as publicly announced, the commercialization of our tests may be delayed or may not occur
at all and, as a result, our business will suffer and our stock price may decline.
We continually seek to develop enhancements to our test offerings and additional diagnostic tests that requires us to
devote considerable resources to research and development. We may face challenges obtaining sufficient numbers of samples to
validate a genomic signature for our products. We must provide sufficient clinical and analytical validity, as well as clinical
utility studies that meet individual payer evidence requirements to obtain reimbursement. Even after launching new products,
we must complete additional studies that meet the clinical evidence required by individual payers to obtain reimbursement.
In order to develop and commercialize diagnostic tests to be run in our CLIA lab, we need to:
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expend significant funds to conduct substantial research and development;
conduct successful analytical and clinical studies;
scale our laboratory processes to accommodate new tests; and
build the commercial, regulatory, and compliance infrastructure to market and sell new products.
Our product development process involves a high degree of risk and may take several years. Our test and product
development efforts may fail for many reasons, including:
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failure to identify a genomic signature in biomarker discovery;
inability to secure sufficient numbers of samples at an acceptable cost and on an acceptable timeframe to conduct
analytical and clinical studies; or
failure of clinical validation studies to support the effectiveness of the test.
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Typically, few research and development projects result in commercial products, and success in early clinical studies often
is not replicated in later studies. At any point, we may abandon development of a product candidate, or we may be required to
expend considerable resources repeating clinical studies, which would adversely affect the timing for generating potential
revenue from a new product and our ability to invest in other products in our pipeline. If a clinical validation study fails to
demonstrate the prospectively defined endpoints of the study or if we fail to sufficiently demonstrate analytical validity, we
might choose to abandon the development of the product, which could harm our business. If a clinical utility study fails to
demonstrate the value of a particular test, we may not be able to obtain reimbursement for the test. In addition, competitors may
develop and commercialize competing products or technologies faster than us or at a lower cost.
If we are unable to develop products to keep pace with rapid technological, medical and scientific change, our operating
results and competitive position could be harmed.
In recent years, there have been numerous advances in technologies relating to diagnostics, particularly diagnostics that
are based on genomic information. These advances require us to continuously develop our technology and to work to develop
new solutions to keep pace with evolving standards of care. Our solutions could become obsolete unless we continually
innovate and expand our product offerings to include new clinical applications. If we are unable to develop new products or to
demonstrate the applicability of our products for other diseases, our sales could decline, and our competitive position could be
harmed.
Complying with numerous statutes and regulations pertaining to our business is an expensive and time-consuming
process, and any failure to comply could result in substantial penalties.
Our operations are subject to other extensive federal, state, local, and foreign laws and regulations, all of which are subject
to change. These laws and regulations currently include, among others:
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the Federal Health Insurance Portability and Accountability Act of 1996, or HIPAA, which established comprehensive
federal standards with respect to the privacy and security of protected health information and requirements for the use
of certain standardized electronic transactions, and amendments made to those standards in 2013 pursuant to the
Health Information Technology for Economic and Clinical Health Act, or HITECH Act, which strengthened and
expanded HIPAA privacy and security compliance requirements, increased penalties for violators, extended
enforcement authority to state attorneys general, and imposed new requirements for breach notification;
• Medicare billing and payment regulations applicable to clinical laboratories, including requirements to have an active
CLIA certificate;
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the Federal Anti-kickback Statute (and state equivalents), which prohibits knowingly and willfully offering, paying,
soliciting, or receiving remuneration, directly or indirectly, in exchange for or to induce either the referral of an
individual, or the furnishing, arranging for, or recommending of an item or service that is reimbursable, in whole or in
part, by a federal healthcare program;
the Eliminating Kickbacks in Recovery Act of 2018, which prohibits the solicitation, receipt, payment or offering of
any remuneration in return for referring a patient or patronage to a recovery home, clinical treatment facility, or
laboratory for services covered by both government and private payers;
the Federal Stark physician self-referral law (and state equivalents), which prohibits a physician from making a referral
for certain designated health services covered by the Medicare program, including laboratory and pathology services,
if the physician or an immediate family member has a financial relationship with the entity providing the designated
health services, unless the financial relationship falls within an applicable exception to the prohibition;
the Federal Civil Monetary Penalties Law, which prohibits, among other things, the offering or transfer of
remuneration to a Medicare or state health-care program beneficiary if the person knows or should know it is likely to
influence the beneficiary’s selection of a particular provider, practitioner, or supplier of services reimbursable by
Medicare or a state health-care program, unless an exception applies;
the Federal False Claims Act, which imposes liability on any person or entity who knowingly presents, or causes to be
presented, a false, fictitious, or fraudulent claim for payment to the federal government;
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the Physician Payments Sunshine Act, enacted as part of the ACA, which imposes annual reporting requirements on
manufacturers of certain devices, drugs and biologics for certain payments and transfers of value by them and in some
cases their distributors to covered recipients, including physicians, as defined by such law, teaching hospitals, and
certain healthcare providers as well as ownership or investment interests that physicians or physicians’ immediate
family members hold with the reporting entity;
other federal and state fraud and abuse laws, such as anti-kickback laws, prohibitions on self-referral, fee-splitting
restrictions, prohibitions on the provision of products at no or discounted cost to induce physician or patient adoption,
and false claims acts, which may extend to services reimbursable by any third-party payer, including private insurers;
the prohibition on reassignment of Medicare claims, which, subject to certain exceptions, precludes the reassignment
of Medicare claims to any other party;
the Protecting Access to Medicare Act of 2014, which requires us to report private payer rates and test volumes for
specific CPT codes on a triennial basis and imposes penalties for failures to report, omissions, or misrepresentations;
the No Surprises Act and its implementing regulations (effective January 1, 2022), which prohibit an out-of-network
provider from billing a patient at an amount in excess of the in-network cost sharing for services furnished with respect
to a visit at certain in-network health-care facilities, as well as various state laws restricting balance billing of patients;
the rules regarding billing for diagnostic tests reimbursable by the Medicare program, which prohibit a physician or
other supplier from marking up the price of the technical component or professional component of a diagnostic test
ordered by the physician or other supplier and supervised or performed by a physician who does not “share a practice”
with the billing physician or supplier;
state laws that prohibit other specified practices related to billing such as billing physicians for testing that they order,
waiving co-insurance, co-payments, deductibles, and other amounts owed by patients, and billing a state Medicaid
program at a price that is higher than what is charged to other payers;
the Foreign Corrupt Practices Act of 1977, and other similar laws, which apply to our international activities;
unclaimed property (escheat) laws and regulations, which may require us to turn over to governmental authorities the
property of others held by us that has been unclaimed for a specified period of time;
enforcing our intellectual property rights; and
foreign laws and regulations equivalent to the above.
We have adopted policies and procedures designed to comply with applicable laws and regulations. In the ordinary course
of our business, we conduct internal reviews of our compliance with these laws. Our compliance with some of these laws and
regulations is also subject to governmental review. The growth of our business, sales organization and our expansion outside of
the United States may increase the potential of violating these laws or our internal policies and procedures. We believe that we
are in material compliance with all statutory and regulatory requirements, but there is a risk that one or more government
agencies could take a contrary position.
In recent years U.S. Attorneys’ Offices have increased scrutiny of the healthcare industry, as have Congress, the
Department of Justice, the Department of Health and Human Services’ Office of the Inspector General and the Department of
Defense. These bodies have all issued subpoenas and other requests for information to conduct investigations of, and
commenced civil and criminal litigation against, healthcare companies based on financial arrangements with health-care
providers (including physicians and labs), regulatory compliance, product promotional practices and documentation, and coding
and billing practices. Whistleblowers have filed numerous qui tam lawsuits against healthcare companies under the federal and
state False Claims Acts in recent years, in part because the whistleblower can receive a portion of the government’s recovery
under such suits.
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Many member states in the EU have adopted specific anti-gift statutes that further limit commercial practices for medical
devices (including IVD MDs), in particular vis-à-vis healthcare professionals and organizations. Additionally, there has been a
recent trend of increased regulation of payments and transfers of value provided to healthcare professionals or entities and many
EU member states have adopted national “Sunshine Acts” which impose reporting and transparency requirements (often on an
annual basis), similar to the requirements in the United States, on medical device manufacturers.
These laws and regulations are complex and are subject to interpretation by the courts and by government agencies, and
we cannot ensure that all our employees, agents, contractors, vendors, licensees, partners or collaborators will comply, or have
historically complied, with all applicable laws and regulations. If one or more such agencies alleges that we may be in violation
of any of these requirements, regardless of the outcome, it could damage our reputation and adversely affect important business
relationships with third parties, including managed care organizations and other commercial third-party payers. Any action
brought against us for violation of these or other laws or regulations, even if we successfully defend against it, could cause us to
incur significant legal expenses and divert our management’s attention from the operation of our business. If our operations are
found to be in violation of any of these laws and regulations, we may be subject to any applicable penalty associated with the
violation, including civil and criminal penalties, damages and fines, we could be required to refund payments received by us,
and we could be required to curtail or cease our operations. Any of the foregoing consequences could seriously harm our
business and our financial results.
If we use hazardous materials in a manner that causes contamination or injury, we could be liable for resulting damages.
We are subject to federal, state and local laws, rules and regulations governing the use, discharge, storage, handling and
disposal of biological material, chemicals and waste. We cannot eliminate the risk of accidental contamination or injury to
employees or third parties from the use, storage, handling or disposal of these materials. In the event of contamination or injury,
we could be held liable for any resulting damages, remediation costs and any related penalties or fines, and any liability could
exceed our resources or any applicable insurance coverage we may have. The cost of compliance with these laws and
regulations may become significant, and our failure to comply may result in substantial fines or other consequences, and either
could negatively affect our operating results.
We must successfully integrate acquired businesses to realize the financial goals that we currently anticipate.
Risks we face in connection with the integration of C2i and the ongoing integration of HalioDx and Decipher Biosciences
include:
• We may have difficulties managing acquired products and tests or retaining key personnel from the acquired
businesses;
• We may not successfully integrate the acquired businesses as planned (including, for example, systems integration),
there could be unanticipated adverse impacts on the acquired businesses, or we may otherwise not realize the expected
return on our investments, which could adversely affect our business or operating results and potentially cause
impairment to assets that we record as a part of an acquisition including intangible assets and goodwill;
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The use of innovative technologies we acquire, including AI, presents risk and challenges, including flawed algorithms
or insufficient or biased datasets, which could adversely impact the reliability of our data and subject us to delays and
competitive harm, regulatory action, or legal liability, as well as brand or reputational harm;
Our operating results or financial condition may be adversely impacted by (i) claims or liabilities related to the
acquired businesses including, among others, claims from U.S. or international regulatory or other governmental
agencies, terminated employees, current or former customers or business partners, or other third parties; (ii) pre-
existing contractual relationships of the acquired businesses that we would not have otherwise entered into, the
termination or modification of which may be costly or disruptive to our business; (iii) unfavorable accounting
treatment as a result of the acquired businesses' practices; and (iv) intellectual property claims or disputes;
Prior to the acquisitions, none of HalioDx, Decipher Biosciences, or C2i were required to maintain an internal control
infrastructure that would meet the standards of a public company, including the requirements of the Sarbanes-Oxley
Act of 2002. Over the course of 2021 and 2022, we integrated the operations of HalioDx and Decipher Biosciences
into our internal control structure and implemented additional internal controls where needed and, beginning in 2024,
we began to integrate similar internal control structures for C2i. As we continue to integrate and improve the
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operations of HalioDx, Decipher Biosciences, and C2i, we may need to implement additional controls. The costs that
we may incur to implement such controls and procedures may be substantial and we could encounter unexpected
delays and challenges in this implementation. In addition, we may discover significant deficiencies or material
weaknesses in the quality of HalioDx's, Decipher Biosciences', and C2i's respective financial and disclosure controls
and procedures;
• We may experience a failure of development activities on behalf of a HalioDx customer where HalioDx bears
development risk resulting in a refund of development fees;
• We may fail to successfully manufacture the test kits for the nCounter from our manufacturing facility in Marseille,
France, for a variety of reasons, including that we may experience manufacturing irregularities or challenges in
connection with the manufacturing transition from NanoString to our Marseille, France facility, such as sole supplier
challenges and rolling blackouts due to energy shortages in Europe;
• We may experience disagreements, challenges, strikes, and litigation associated with the French employee work
council or French union;
• We may experience disruption in integrating key talent from our C2i acquisition due to the ongoing conflict in the
Middle East and the ability to travel in and out of the conflicted area; and
• We may have failed to identify or assess the magnitude of certain liabilities, shortcomings or other circumstances prior
to acquiring our acquired businesses, which could result in unexpected litigation or regulatory exposure, unfavorable
accounting or tax treatment, a diversion of management’s attention and resources, and other adverse effects on our
business, financial condition, and operating results.
We are exposed to risks associated with transactions denominated in foreign currency.
Changes in the value of the relevant currencies may affect the cost of certain items required in our operations and
contractual agreements. Changes in currency exchange rates may also affect the relative prices at which we are able to sell
products in the same market. Our revenue from international customers may be negatively impacted as increases in the U.S.
dollar relative to our international customers local currency could make our products more expensive, impacting our ability to
compete. Our costs of materials from international suppliers may increase if, in order to continue doing business with us, they
raise their prices as the value of the U.S. dollar decreases relative to their local currency. Foreign policies and actions regarding
currency valuation could result in actions by the United States and other countries to offset the effects of such fluctuations.
Recent global financial conditions have led to a high level of volatility in foreign currency exchange rates and that level of
volatility may continue, which could adversely affect our business, financial condition, or results of operations.
Aspects of our international business expose us to business, regulatory, political, operational, financial and economic risks
associated with doing business outside of the United States.
Our business strategy currently includes international presence and expansion in select countries and may include
developing and maintaining physician outreach and education capabilities outside of the United States, establishing agreements
with laboratories, and expanding our relationships with international payers. In 2021, we acquired HalioDx, an immuno-
oncology diagnostics company that is based in Marseille, France, and operates globally. In 2024, we acquired C2i, an oncology
diagnostics company based in Tel Aviv, Israel, with global operations. Doing business internationally involves a number of
risks, including:
• multiple, conflicting and changing laws and regulations such as tax laws, privacy laws, export and import restrictions,
employment laws, regulatory requirements and other governmental approvals, permits and licenses;
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difficulties in maintaining the manufacturing output we anticipate at the Marseille, France facility as a result of rolling
blackouts due to energy shortages in Europe resulting from the Russian invasion of Ukraine, as well as general impacts
of geopolitical conflicts;
potential disruptions to the development and launch of additional products or services as a result of having technology
and research and development operations in Israel, including disruptions related to maintaining key research and
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development employees in Israel and the potential impact of the conflict in the Middle East on Company personnel
who are performing, or on reserve to perform, military services as a result of such conflict;
failure by us to obtain regulatory approvals, authorizations, or certifications where required for the use of our solutions
in various countries;
complexities associated with managing multiple payer reimbursement regimes, government payers or patient self-pay
systems, including payers mandating additional evidence requirements for reimbursement consideration;
logistics and regulations associated with shipping tissue samples, including infrastructure conditions and transportation
delays;
challenges associated with establishing laboratory partners, including proper sample collection techniques,
management of supplies, sample logistics, billing and promotional activities;
limits on our ability to penetrate international markets if we are not able to process tests locally;
financial risks, such as longer payment cycles, difficulty in collecting from payers, the effect of local and regional
financial crises, and exposure to foreign currency exchange rate fluctuations;
natural disasters, political and economic instability, including wars, terrorism, political unrest and other regional
conflicts, outbreak of disease, including pandemics, boycotts, curtailment of trade and other business restrictions
(including as a direct or indirect result of the conflict in Ukraine); and
regulatory and compliance risks that relate to maintaining accurate information and control over activities that may fall
within the purview of the Foreign Corrupt Practices Act of 1977, including both its books and records provisions and
its anti-bribery provisions.
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Any of these factors could significantly harm our future international expansion and operations and, consequently, our
revenue and results of operations.
Our operating results may be adversely affected by unfavorable macroeconomic and market conditions.
Our business or financial results may be adversely impacted by uncertain economic conditions, including: regional
conflicts globally, turmoil in the global banking and finance system, adverse changes in interest rates, foreign currency
exchange rates, tax laws or tax rates; inflation; a recession; the impact of disease outbreak, including the COVID-19 pandemic
and emergence of new variants; contraction in the availability of credit in the marketplace due to legislation or other economic
conditions, which may potentially impair our ability to access the capital markets on terms acceptable to us or at all; and the
effects of government initiatives to manage economic conditions. Many of the countries in which we operate, including the
United States and those in Europe, have experienced and continue to experience uncertain economic conditions, including
increased inflation and interest rates, resulting from global as well as local factors. For example, the short and long-term
implications of the military conflict between Russia and Ukraine are difficult to predict at this time, including as it relates to our
site in Marseille, France. The impact to Ukraine as well as actions taken by other countries, including new and stricter sanctions
imposed by the United States and the European Union, and other countries and companies and organizations, could adversely
affect the global economy and financial markets and thus could affect our business and results of operations, as well as the price
of our common stock and our ability to raise additional capital when needed on acceptable terms. Additionally, financial
pressures may cause government or other third-party payers to more aggressively seek cost containment measures in healthcare
and other settings. Furthermore, our acquisition of C2i included acquiring assets, including employees, based in Israel, and the
impact of the military conflict in the Middle East is difficult to predict at this time. The conflict has the potential to disrupt
operations and business continuity, including physical damage or impaired access to Company facilities, offices, or technology
and disruptions in access to electricity, gasoline, or water, as well as potential impact on our key employees located in Israel,
such as the mobilization of employees who are members of the Israeli military reserves to active duty, disrupted communication
with employees and restrictions on movement in areas subject to armed conflict.
Moreover, we cannot predict how future economic conditions will affect our customers, suppliers and distributors and any
negative impact on our critical customers, suppliers or distributors may also have an adverse impact on our results of operations
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or financial condition. A severe or prolonged economic downturn, could result in a variety of risks to our business, including
weakened demand for our products and services and our ability to raise additional capital when needed on favorable terms, if at
all. A weak or declining economy could strain our collaborators, possibly resulting in supply disruption, or cause delays in their
payments to us. Any of the foregoing could harm our business and we cannot anticipate all of the ways in which the current
economic climate and financial market conditions could adversely impact our business.
Our reliance on distributors for sales of our products outside of the United States, and on clinical laboratories for delivery
of Prosigna testing services, could limit or prevent us from selling our products and impact our revenue.
We have established distribution agreements for the nCounter Analysis System for diagnostic use and related diagnostic
kit products in certain countries where we do not sell directly. We intend to continue to grow our business internationally, and
to do so we must attract additional distributors and retain existing distributors to maximize the commercial opportunity for our
products. There is no guarantee that we will be successful in attracting or retaining desirable sales and distribution partners or
that we will be able to enter into such arrangements on favorable terms. Distributors may not commit the necessary resources to
market and sell our products to the level of our expectations or may choose to favor marketing the products of our competitors.
If current or future distributors do not perform adequately, or we are unable to enter into effective arrangements with
distributors in particular geographic areas, we may not realize long-term international revenue growth.
Similarly, we or our distributors have entered into agreements with clinical laboratories globally to provide Prosigna
testing services. We do not provide testing services directly and, thus, we are reliant on these clinical laboratories to actively
promote and sell Prosigna testing services. These clinical laboratories may take longer than anticipated to begin offering
Prosigna testing services and may not commit the necessary resources to market and sell Prosigna testing services to the level of
our expectations. Furthermore, we intend to contract with additional clinical laboratories to offer Prosigna testing services,
including physician-owned laboratories, and we may be unsuccessful in attracting and contracting with new clinical laboratory
providers. If current or future Prosigna testing service providers do not perform adequately, or we are unable to enter into
contracts with additional clinical laboratories to provide Prosigna testing services, we may not be successful selling Prosigna
and our future revenue prospects may be adversely affected.
Errors or defects in our products or services could harm our reputation, decrease market acceptance of our products or
services or expose us to product liability claims, and we could face substantial liabilities that exceed our resources.
We are creating new tests, products and services, many of which are initially based on novel technologies. Our new tests
and products may contain undetected errors or defects that are not identified until after they are first introduced to the market.
As all of our tests, products and services progress, we or others may determine that we made unintended scientific or
technological mistakes or omissions. Furthermore, the testing processes utilize a number of complex and sophisticated
biochemical, informatics, optical and mechanical processes, many of which are highly sensitive to external factors and variation
between testing runs. Refinements to our processes may initially result in unanticipated issues that reduce efficiency or increase
variability. In particular, sequencing, which is a key component of these processes, could be inefficient with higher-than-
expected variability. This could increase total sequencing costs and reduce the number of samples we can process in a given
time period, which may negatively impact customer turnaround time. Additionally, our laboratory operations could result in any
number of errors or defects. Our quality assurance system or product development processes may fail to prevent us from
inadvertent problems with samples, sample quality, lab processes including sequencing, software, data upload or analysis, raw
materials, reagent manufacturing, assay quality or design, or other components or processes. Moreover, our assays may have
quality or design errors, and we may have inadequate procedures or instrumentation to process samples, assemble our
proprietary primer mixes and commercial materials, upload and analyze data, or otherwise conduct our laboratory operations.
Additionally, the marketing, sale and use of our current or future tests could lead to product liability claims if someone were to
allege that the tests failed to perform as they were designed. We may also be subject to liability for errors in the results we
provide to physicians or for a misunderstanding of, or inappropriate reliance upon, the information we provide. Our Afirma
classifiers are performed on FNA samples that are diagnosed as indeterminate by standard cytopathology review. We report
results as benign or suspicious to the prescribing physician. Under certain circumstances, we might report a result as benign that
later proves to have been malignant. This could be the result of the physician having poor nodule sampling in collecting the
FNA, performing the FNA on a different nodule than the one that is malignant or failure of the classifier to perform as intended.
We may also be subject to similar types of claims related to our Decipher Prostate, Prosigna, Envisia, and Decipher Bladder
tests, as well as tests we may develop or acquire in the future.
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Any of the foregoing defects or errors could harm our reputation, decrease market acceptance of our products or services
or expose us to product liability claims. A product liability or errors and omissions liability claim could further result in
substantial damages and be costly and time-consuming for us to defend. Although we maintain product liability and errors and
omissions insurance, we cannot assure that our insurance would fully protect us from the financial impact of defending against
these types of claims or any judgments, fines or settlement costs arising out of any such claims. Any product liability or errors
and omissions liability claim brought against us, with or without merit, could increase our insurance rates or prevent us from
securing insurance coverage in the future. Additionally, any product liability lawsuit could cause injury to our reputation,
decrease market acceptance of our products or cause us to recall or suspend sales of our products and solutions. The occurrence
of any of these events could have an adverse effect on our business and results of operations.
Issues relating to the use of AI and machine learning in our offerings could adversely affect our business and operating
results.
We continue to integrate AI and machine learning into certain of our product offerings. Issues relating to the use of new
and evolving technologies such as AI and machine learning may cause us to experience brand or reputational harm, competitive
harm, legal liability, and new or enhanced governmental or regulatory scrutiny, and we may incur additional costs to resolve
such issues. As with many innovations, AI presents risks and challenges that could undermine or slow its adoption, and
therefore harm our business. For example, perceived or actual technical, legal, compliance, privacy, security, ethical or other
issues relating to the use of AI may cause public confidence in AI to be undermined, which could slow our customers’ adoption
of our products and services that use AI. In addition, litigation or government regulation related to the use of AI may also
adversely impact our and others’ abilities to develop and offer products that use AI, as well as increase the cost and complexity
of doing so. Developing, testing and deploying AI components in our product offerings may also increase the cost profile of our
product offerings due to the nature of the computing costs involved in such AI systems, which could impact our product margin
and adversely affect our business and operating results. Further, market demand and acceptance of AI technologies are
uncertain, and we may be unsuccessful in our product development efforts.
Our business and the operations of our laboratories are subject to the risk of disruptions caused by pandemics, political
events, war, terrorism, earthquakes, fire, power outages, severe weather, floods, and other catastrophic events.
War, terrorism, geopolitical uncertainties, including any developments or consequences of regional conflicts globally or
related sanctions, trade restrictions, public health issues, natural disasters and other catastrophic events may cause damage or
disruption to the economy and commerce on a global, regional or country-specific basis, and could disrupt supply or delivery
of, or demand for, our products. For example, the COVID-19 outbreak and emergence of variants had a negative effect on
consumer confidence and spending, and other impacts, which adversely affected our business.
In addition, we perform all of the Afirma and Envisia genomic classifier testing at our laboratory in South San Francisco,
California, near major earthquake faults known for seismic activity and in a region affected by wildfires. We perform our
urology tests in our laboratory in San Diego, California. Our laboratory in Austin, Texas accepts and stores the majority of our
Afirma FNA samples pending transfer to our California laboratory for genomic test processing. Our manufacturing facility in
Marseille, France, produces many of our Prosigna tests, as well as products for our IVD manufacturing services, and is subject
to the risk of power outages resulting from constrained European energy supply.
The laboratories and equipment we use to perform our tests would be costly to replace and could require substantial lead
time to replace and qualify for use if they became inoperable. Either of our facilities may be harmed or rendered inoperable by
natural or man-made disasters, including earthquakes, flooding and power outages, which may render it difficult or impossible
for us to perform our testing services for some period of time or to receive and store samples. The inability to perform our tests
for even a short period of time may result in the loss of customers or harm our reputation, and we may be unable to regain those
customers in the future. Although we maintain insurance for damage to our property and the disruption of our business, this
insurance may not be sufficient to cover all of our potential losses and may not continue to be available to us on acceptable
terms, if at all.
Our inability to raise additional capital on acceptable terms in the future may limit our ability to develop and
commercialize new solutions and technologies and expand our operations, organically or inorganically.
We expect continued capital expenditures and operating losses over the next few years as we expand our infrastructure,
commercial operations and research and development activities. We may seek to raise additional capital through equity
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offerings, debt financings, collaborations or licensing arrangements. Additional funding may not be available to us on
acceptable terms, or at all. If we raise funds by issuing equity securities, dilution to our stockholders could result. Any equity
securities issued also may provide for rights, preferences or privileges senior to those of holders of our common stock. The
terms of debt securities issued or borrowings could impose significant restrictions on our operations. The incurrence of
additional indebtedness or the issuance of certain equity securities could result in increased fixed payment obligations and could
also result in restrictive covenants, such as limitations on our ability to incur debt or issue additional equity, limitations on our
ability to acquire or license intellectual property rights, and other operating restrictions that could adversely affect our ability to
conduct our business. In addition, the issuance of additional equity securities by us, or the possibility of such issuance, may
cause the market price of our common stock to decline. In the event that we enter into collaborations or licensing arrangements
to raise capital, we may be required to accept unfavorable terms. These agreements may require that we relinquish or license to
a third-party on unfavorable terms our rights to technologies or product candidates that we otherwise would seek to develop or
commercialize ourselves, or reserve certain opportunities for future potential arrangements when we might be able to achieve
more favorable terms. The trading prices for our common stock and other companies have been highly volatile, which may
reduce our ability to access capital on favorable terms or at all. In addition, a recession, depression or other sustained adverse
market event could materially and adversely affect our business and the value of our common stock. If we are not able to secure
additional funding when needed, we may have to delay, reduce the scope of or eliminate one or more research and development
programs or selling and marketing initiatives. In addition, we may have to work with a partner on one or more of our products
or development programs, which could lower the economic value of those programs to our company.
In 2023, the global banking system experienced turmoil. Our ongoing cash management strategy is to maintain diversity
in our deposit accounts across financial institutions, but deposits in these institutions may exceed the amount of insurance
provided on such deposits and there can be no assurance that this strategy will be successful. If other banks and financial
institutions enter receivership or become insolvent in the future in response to financial conditions affecting the banking system
and financial markets, then our ability to access our cash and cash equivalents and short-term investments may be threatened,
which could have a material adverse effect on our business and financial condition. Moreover, events such as the closure of
large financial institutions, in addition to other global macroeconomic conditions, may cause further turbulence and uncertainty
in the capital markets.
Security breaches, loss of data and other disruptions to our or our third-party service providers' data systems could
compromise sensitive information related to our business or prevent us from accessing critical information and expose us to
liability, which could adversely affect our business and our reputation.
In the ordinary course of our business, we and our third-party service providers collect and store sensitive data, including
legally protected health information, other personally identifiable information, credit card information, intellectual property, and
our proprietary business and financial information. We manage and maintain our applications and data utilizing a combination
of on-site systems, managed data center systems and cloud-based data center systems. We face a number of risks related to our
protection of, and our service providers’ protection of, this critical information, including loss of access, inappropriate
disclosure and inappropriate access, as well as risks associated with our ability to identify and audit such events. System
failures or outages could compromise our ability to protect sensitive information and prevent business interference, which could
harm our ability to conduct business and/or delay our financial reporting. Such failures could materially adversely affect our
operating results and financial condition.
The secure processing, storage, maintenance and transmission of this critical information is vital to our operations and
business strategy, and we devote significant resources to protecting such information. Although we take measures to protect
sensitive information from unauthorized access or disclosure, our information technology and infrastructure may be vulnerable
to attacks by hackers or viruses or otherwise breached due to employee error, malfeasance or other activities. While we are not
currently aware of any such attack or breach having occurred, if such an event were to occur and cause interruptions in our
operations, our networks would be compromised and the information we store on those networks could potentially be accessed
by unauthorized parties, publicly disclosed, lost or stolen. Any such access, disclosure or other loss of information could result
in legal claims or proceedings, liability, and penalties under federal, state, and international laws and regulations that protect the
privacy and security of personal information, such as the HIPAA regulations and the EU General Data Protection Regulation, or
GDPR. Unauthorized access, loss or dissemination of such data also could disrupt our operations, including our ability to
process tests, provide test results, bill payers or patients, process claims and appeals, provide customer assistance services,
conduct research and development activities, collect, process, and prepare company financial information, provide information
about our tests and other patient and physician education and outreach efforts through our website, and manage the
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administrative aspects of our business, any of which could adversely affect our business, including by materially damaging our
reputation.
In addition, the interpretation and application of consumer, health-related and data protection laws in the United States,
Europe and elsewhere are often uncertain, contradictory, and in flux. It is possible that these laws may be interpreted and
enforced in a manner that we have not anticipated in designing our practices and compliance policies. If so, this could result in
government-imposed fines or orders requiring that we change our practices, which could adversely affect our business. Certain
health-related and data protection requirements have been modified under section 319 of the Public Health Service Act during
the Public Health Emergency, or PHE, first declared January 31, 2020, which was most recently extended effective January 11,
2023. The Biden Administration lifted the PHE declaration on May 11, 2023. In addition, we are subject to various state laws,
including the California Consumer Privacy Act, or CCPA, which, among other things, requires covered companies to provide
disclosures to California consumers concerning the collection and sale of personal information, and gives such consumers the
right to opt out of certain sales of personal information. Amendments to the CCPA have been made since its enactment in 2018,
most significantly in the form of amendments and expansions pursuant to the California Privacy Rights Act adopted by ballot
measure in November 2020, and it remains unclear what, if any, further amendments will be made to this legislation or how it
will be interpreted. We cannot yet predict the impact of the CCPA or similar laws on our business or operations, but they may
require us to modify our data processing practices and policies and to incur substantial costs and expenses in an effort to
comply.
Further, on July 26, 2023, the SEC adopted new cybersecurity disclosure rules for public companies that require
disclosure regarding cybersecurity risk management (including the board’s role in overseeing cybersecurity risks,
management’s role and expertise in assessing and managing cybersecurity risks and processes for assessing, identifying and
managing cybersecurity risks) in annual reports on Form 10-K. These new cybersecurity disclosure rules also require the
disclosure of material cybersecurity incidents by Form 8-K, within four business days of determining an incident is material.
Our failure to comply with these requirements, and disclosures of any cybersecurity incidents pursuant to these requirements,
could adversely impact our business, operating results and financial condition.
Risks associated with data privacy issues, including evolving laws, regulations and associated compliance efforts, may
adversely impact our business and financial results.
Legislation in various countries around the world with regard to cybersecurity, privacy and data protection is rapidly
expanding and creating a complex compliance environment. We are subject to many federal, state, and foreign laws and
regulations, including those related to privacy, rights of publicity, data protection, content regulation, intellectual property,
health and safety, competition, protection of minors, consumer protection, employment, and taxation.
Recent developments in Europe have created compliance uncertainty regarding the processing of personal data from
Europe. For example, the GDPR, which became effective in the EU on May 25, 2018, applies to our activities conducted from
an establishment in the EU or related to products and services that we offer to EU users. The GDPR imposed new compliance
obligations applicable to our business, including accountability obligations requiring data controllers and processors to maintain
a record of their data processing and implement policies as part of its mandated privacy governance framework. It also requires
data controllers to be transparent and to disclose to data subjects how their personal data is to be used, protected, and shared;
imposes limitations on retention of personal data; introduces mandatory data breach notification requirements; and sets higher
standards for data controllers to demonstrate that they have obtained valid consent for certain data processing activities.
Continued compliance with these obligations could cause us to change our business practices, and we risk financial penalties
for noncompliance (including possible fines of up to 4% of global annual turnover for the preceding financial year or €20
million (whichever is higher) for the most serious infringements). In addition, the GDPR prohibits the transfer of personal data
from the EEA to other jurisdictions that the European Commission does not recognize as having “adequate” data protection
laws unless a data-protective transfer mechanism has been put in place. On July 16, 2020, the Court of Justice of the European
Union, or CJEU, issued a decision undermining the validity of the data-protective transfer mechanisms previously relied on,
creating widespread uncertainty about compliance with the GDPR rules on data transfers to non-“adequate” jurisdictions which,
at that time, included the United States. The EU Commission announced July 2023 that it had adopted a new adequacy decision
with respect to the United States under a new regulatory structure known as the EU-US Data Privacy Framework. Although the
EU-US Data Privacy Framework potentially provides additional regulatory certainty regarding data transfers from the EU to the
US, it is widely expected that the new data transfer framework may be challenged before the CJEU, and in addition, the EU-US
Data Privacy Framework is not automatically available to all companies but requires a company to meet certain jurisdictional
and procedural requirements in order to get the benefit of utilizing such framework as a data-protective transfer mechanism.
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Additionally, while the CJEU generally confirmed the validity of the European Commission-approved “Standard
Contractual Clauses”, or SCCs, as a personal data-protective transfer mechanism, it made clear that reliance on the SCCs alone
may not necessarily be sufficient in all circumstances. Use of the SCCs must now be assessed on a case-by-case basis taking
into account the legal regime applicable in the destination country, in particular applicable surveillance laws and rights of
individuals and additional measures and/or contractual provisions may need to be put in place, however, the nature of these
additional measures is currently uncertain. In response to the CJEU decision, the European Commission has published revised
SCCs; existing SCC arrangements were required to be migrated to the revised SCCs by December 27, 2022. We were required
to implement the revised SCCs, in relation to relevant existing contracts and certain additional contracts and arrangements, by
that date. In addition, the revised SCCs are not to be relied on for data transfers to non-EEA entities subject to the GDPR, and
we are waiting for further guidance on valid mechanisms for data transfers from the EEA to such entities.
Following the United Kingdom’s withdrawal from the EEA and the EU, and the expiry of the transition period, companies
processing the information of EU data subjects have to comply with both the GDPR and the GDPR as incorporated into United
Kingdom national law, the latter regime having the ability to separately fine up to the greater of £17.5 million or 4% of global
turnover. The European Commission has adopted an adequacy decision in favor of the United Kingdom, enabling data
transfers from EU member states to the United Kingdom without additional safeguards. However, the UK adequacy decision
will automatically expire in June 2025 unless the European Commission re-assesses and renews/ extends that decision, and
remains under review by the Commission during this period. The relationship between the United Kingdom and the EU in
relation to certain aspects of data protection law remains unclear, and it is unclear how UK data protection laws and regulations
will develop in the medium to longer term, and how data transfers to and from the United Kingdom will be regulated in the long
term. These developments may lead to additional costs and increase our overall risk exposure.
In the United States, numerous federal and state laws and regulations, including federal health information privacy laws,
state data breach notification laws, state health information privacy laws and federal and state consumer protection laws (e.g.,
Section 5 of the Federal Trade Commission Act), that govern the collection, use, disclosure and protection of health-related and
other personal information could apply to our operations or the operations of our collaborators. In addition, we may obtain
health information from third parties (including research institutions from which we obtain clinical trial data) that are subject to
privacy and security requirements under HIPAA, as amended by HITECH. Depending on the facts and circumstances, we could
be subject to civil and criminal penalties if we obtain, use, or disclose individually identifiable health information maintained by
a HIPAA-covered entity in a manner that is not authorized or permitted by HIPAA.
The CCPA established individual privacy rights for California consumers and places increased privacy and data security
obligations on entities handling personal information of consumers or households. The CCPA was amended several times after
its enactment, most recently by the California Privacy Rights Act, or the CPRA, which, as of its effective date of January 1,
2023, gives California residents expanded privacy rights, including the right to opt out of certain personal information sharing,
the use of “sensitive personal information,” and the use of personal information for automated decision-making or targeted
advertising. The CCPA and CPRA provide for civil penalties and a private right of action for data breaches that are expected to
increase data breach litigation. The CCPA and CPRA may increase our compliance costs and potential liability. Following the
lead of California, several other states, including Colorado, Utah, Virginia and Connecticut have each enacted laws similar to
the CCPA/CPRA and Oregon, Texas, Florida, Montana and Washington each have laws that will come into effect in 2024 that
include obligations on privacy, data protection and use of personal data. The multiple layers of privacy law within the United
States could increase our potential liability, increase our compliance costs, and adversely affect our business.
Other countries outside of the United States and Europe have enacted or are considering enacting international data
transfer restrictions and laws requiring local data residency and restricting international data transfer, which could increase the
cost and complexity of delivering our services and operating our business. For example, Brazil's General Data Protection Law
(as amended by Law No. 13,853/2019) contains restrictions on international transfer and heightened requirements on data
concerning health, genetic and biometric data. China’s Personal Information Protection Law (effective November 2021),
together with the Cyberspace Administration of China’s Measures on Security Assessment on Cross-border Data Transfer,
broadly regulate the processing and international transfer of personal information and impose compliance obligations and
penalties comparable to those of the GDPR.
Furthermore, our acquisition of C2i included acquiring personal data that may originate from, be processed in, or be
transferred to and from, Israel, the EU and other jurisdictions. Our ability to process, use and transfer such personal data may
be subject to Israel’s privacy and data protection laws including but not limited to Basic Law: Human Dignity and Liberty,
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5752 -1992; the Protection of Privacy Law, 5741-1981 and the regulations promulgated thereunder, or the PPL, and the
guidelines of the Israel Privacy Authority. Personal data acquired through the C2i acquisition may be subject to third-party
contractual restrictions, as well as privacy and data protection laws in additional jurisdictions. The additional layers of privacy
laws in Israel, additional jurisdictions, and contractual requirements increases the complexity of our global data privacy and
data protection compliance obligations and risks. This could increase our potential liability, compliance costs, and may
adversely affect our business operations.
These recent developments are likely to require us to review and amend the legal mechanisms by which we make and/ or
receive personal data transfers to/in the United States and other countries outside of the EEA. As supervisory authorities issue
further guidance on personal data export mechanisms, including circumstances where the SCCs cannot be used, and/or
commence enforcement actions, we could suffer additional costs, complaints and/or regulatory investigations or fines, and/or if
we are otherwise unable to transfer personal data between and among countries and regions in which we operate, it could affect
the manner in which we provide our services and/or the geographical location or segregation of our relevant systems and
operations, and could adversely affect our financial results.
If we cannot license rights to use technologies on reasonable terms, we may not be able to commercialize new products in
the future.
In the future, we may license third-party technology to develop or commercialize new products. In return for the use of a
third-party’s technology, we may agree to pay the licensor royalties based on sales of our solutions. Royalties are a component
of cost of revenue and affect the margins on our solutions. We may also need to negotiate licenses to patents and patent
applications after introducing a commercial product. Our business may suffer if we are unable to enter into the necessary
licenses on acceptable terms, or at all, if any necessary licenses are subsequently terminated, if the licensors fail to abide by the
terms of the license or fail to prevent infringement by third parties, or if the licensed patents or other rights are found to be
invalid or unenforceable.
If we are unable to protect or successfully defend our intellectual property effectively, our business may be harmed.
We rely on patent protection as well as trademark, copyright, trade secret and other intellectual property rights protection
and contractual restrictions to protect our proprietary technologies, all of which provide limited protection and may not
adequately protect our rights or permit us to gain or keep any competitive advantage. If we fail to protect our intellectual
property, third parties may be able to compete more effectively against us and we may incur substantial litigation costs in our
attempts to recover or restrict use of our intellectual property.
We apply for and in-license patents covering our products and technologies and uses thereof, as we deem appropriate,
however we may fail to apply for patents on important products and technologies in a timely fashion or at all, or we may fail to
apply for patents in potentially relevant jurisdictions.
It is possible that none of our pending patent applications will result in issued patents in a timely fashion or at all, and
even if patents are granted, they may not provide a basis for intellectual property protection of commercially viable products,
may not provide us with any competitive advantages, or may be challenged and invalidated by third parties. It is possible that
others will design around our current or future patented technologies. We may not be successful in defending any challenges
made against our patents or patent applications. Any successful third-party challenge to our patents may result in the
unenforceability or invalidity of such patents and increased competition to our business. The outcome of patent litigation can be
uncertain and any attempts by us to enforce our patent rights against others may not be successful, or, if successful, may take
substantial time and result in substantial cost, and may divert our efforts and attention from other aspects of our business.
The patent positions of life sciences companies can be highly uncertain and involve complex legal and factual questions
for which important legal principles remain unresolved. No consistent policy regarding the breadth of claims allowed in such
companies’ patents has emerged to date in the United States or elsewhere. Courts frequently render opinions in the
biotechnology field that may affect the patentability of certain inventions or discoveries, including opinions that may affect the
patentability of methods for analyzing or comparing nucleic acids.
In particular, the patent positions of companies engaged in the development and commercialization of genomic diagnostic
tests may be particularly uncertain. Various courts, including the U.S. Supreme Court, have rendered decisions that affect the
scope of patentability of certain inventions or discoveries relating to certain diagnostic tests and related methods. These
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decisions state, among other things, that patent claims that recite laws of nature (for example, the relationship between blood
levels of certain metabolites and the likelihood that a dosage of a specific drug will be ineffective or cause harm) are not
themselves patentable. What constitutes a law of nature is uncertain, and it is possible that certain aspects of genomic
diagnostics tests would be considered natural laws. Accordingly, the evolving case law in the United States may adversely
affect our ability to obtain patents and may facilitate third-party challenges to any owned and licensed patents.
The laws of some foreign countries do not protect intellectual property rights to the same extent as the laws of the United
States, and we may encounter difficulties protecting and defending such rights in foreign jurisdictions. The legal systems of
many other countries do not favor the enforcement of patents and other intellectual property protection, particularly those
relating to biotechnology, which may make it difficult for us to stop the infringement of our patents in such countries.
Proceedings to enforce our patent rights in foreign jurisdictions may result in substantial cost and divert our efforts and
attention from other aspects of our business.
Changes in either the patent laws or in interpretations of patent laws in the United States or other countries may diminish
the value of our intellectual property. We cannot predict the breadth of claims that may be allowed or enforced in our patents or
in third-party patents. We may not develop additional proprietary products, methods and technologies that are patentable.
In addition to pursuing patents on our technology, we take steps to protect our intellectual property and proprietary
technology by entering into agreements, including confidentiality agreements, non-disclosure agreements, and intellectual
property assignment agreements, with our employees, consultants, academic institutions, corporate partners, and, when needed,
our advisors. Such agreements may not be enforceable or may not provide meaningful protection for our trade secrets or other
proprietary information in the event of unauthorized use or disclosure or other breaches of the agreements, and we may not be
able to prevent such unauthorized disclosure. If we are required to assert our rights against such party, it may result in
significant cost and distraction.
Monitoring unauthorized disclosure may be difficult, and we may not know whether the steps we have taken to prevent
such disclosure are, or will be, adequate. If we were to enforce a claim that a third-party had illegally obtained and was using
our trade secrets, it may be expensive and time-consuming, and the outcome may be unpredictable. In addition, courts outside
the United States may be less willing to protect trade secrets.
We may also be subject to claims that our employees have inadvertently or otherwise used or disclosed trade secrets or
other proprietary information of their former employers, or to claims that we have improperly used or obtained such trade
secrets. Litigation may be necessary to defend against these claims. If we fail in defending such claims, in addition to paying
monetary damages, we may lose valuable intellectual property rights and face increased competition to our business. A loss of
key research personnel work product may hamper or prevent our ability to commercialize potential products, which could harm
our business. Even if we are successful in defending against these claims, litigation may result in substantial costs and be a
distraction to management.
Further, competitors may attempt to replicate some or all of the competitive advantages we derive from our development
efforts, willfully infringe our intellectual property rights, design around our protected technology, or develop their own
competitive technologies that fall outside of our intellectual property rights. Others may independently develop similar or
alternative products and technologies or replicate any of our products and technologies. If our intellectual property does not
adequately protect us against competitors’ products and methods, our competitive position could be adversely affected, as could
our business.
We have not registered certain of our trademarks in all of our potential geographic markets. If we apply to register these
trademarks, our applications may not be allowed for registration in a timely fashion or at all, and our registered trademarks may
not be maintained or enforced. In addition, opposition or cancellation proceedings may be filed against our trademark
applications and registrations, and our trademarks may not survive such proceedings. If we do not secure registrations for our
trademarks, we may encounter more difficulty in enforcing them against third parties than we otherwise would. If some other
business in one of these markets already owns a trademark that is confusingly similar to one of our trademarks, we may be
prohibited from entering that market under our trademark unless we re-brand our product in that location. Similarly, if we
develop a new product line, there is no guarantee that one of our existing trademarks will be available as the brand for that new
product line. Under those circumstances, we may incur the cost of developing a new trademark for this new product line.
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To the extent our intellectual property offers inadequate protection, or is found to be invalid or unenforceable, we would
be exposed to a greater risk of direct competition. If our intellectual property does not provide adequate coverage of our
competitors’ products, our competitive position may be adversely affected, as may our business. Both the patent application
process and the process of managing patent disputes can be time consuming and expensive.
We may be involved in litigation related to intellectual property, which may be time-intensive and costly and may adversely
affect our business, operating results or financial condition.
There is a substantial amount of intellectual property litigation involving liquid biopsy technologies, including assays for
detection or quantification of MRD in patients who have had cancer. We may receive notices of claims of direct or indirect
infringement or misappropriation or misuse of other parties’ proprietary rights from time to time. Some of these claims may
lead to litigation. We cannot assure that we will prevail in such actions, or that other actions alleging misappropriation or
misuse by us of third-party trade secrets, infringement by us of third-party patents and trademarks or other rights, or the validity
of our patents, trademarks or other rights, will not be asserted or prosecuted against us. We are aware of third-party patents and
patent applications with claims related to our products, and there may be other relevant third-party patents or patent applications
of which we are not aware. We cannot assure that our products do not, or will not, infringe third-party issued patents.
We might not have been the first to make the inventions covered by each of our pending patent applications, and we might
not have been the first to file patent applications for these inventions. To determine the priority of these inventions, we may
have to participate in interference proceedings, derivation proceedings, or other post-grant proceedings declared by the U.S.
Patent and Trademark Office that could result in substantial cost to us. No assurance can be given that other patent applications
will not have priority over our patent applications. In addition, the patent laws of the United States allow for various post-grant
opposition proceedings, and their outcome can be difficult to predict. Furthermore, if third parties bring these proceedings
against our patents, we may experience significant costs and management distraction.
Litigation may be necessary for us to enforce our patent and proprietary rights or to determine the scope, coverage, and
validity of the proprietary rights of others. The outcome of any litigation or other proceeding is inherently uncertain and might
not be favorable to us, and we might not be able to obtain licenses to technology that we require on acceptable terms or at all.
Further, we may encounter delays in product introductions, or interruptions in product sales, as we develop alternative methods
or products. In addition, if we resort to legal proceedings to enforce our intellectual property rights or to determine the validity,
scope, and coverage of the intellectual property or other proprietary rights of others, the proceedings may be burdensome and
expensive, even if we were to prevail. Any litigation that may be necessary in the future may result in substantial costs and
diversion of resources and may have a material adverse effect on our business, operating results or financial condition.
As we move into new markets and applications for our products, incumbent participants in such markets may assert their
patents and other proprietary rights against us as a means of slowing our entry into such markets or as a means to extract
substantial license and royalty payments from us. Our competitors and others may now and, in the future, have significantly
larger and more mature patent portfolios than we currently have. In addition, future litigation may involve patent holding
companies or other adverse patent owners who have no relevant product revenue and against whom our own patents may
provide little or no deterrence or protection. Therefore, our commercial success may depend in part on our non-infringement of
the patents or proprietary rights of third parties. Numerous significant intellectual property issues have been litigated, and will
likely continue to be litigated, between existing and new participants in our existing and targeted markets, and competitors may
assert that our products infringe their intellectual property rights as part of a business strategy to impede our successful entry
into or growth in those markets. Third parties may assert that we are employing their proprietary technology without
authorization. In addition, our competitors and others may have patents or may in the future obtain patents and claim that
making, having made, using, selling, offering to sell or importing our products infringes these patents. We may incur substantial
costs and divert the attention of our management and technical personnel in defending against any of these claims. Parties
making claims against us may be able to obtain injunctive or other relief, which may block our ability to develop,
commercialize and sell products, and may result in the award of substantial damages against us. In the event of a successful
claim of infringement against us, we may be required to pay damages and ongoing royalties, and obtain one or more licenses
from third parties, or be prohibited from selling certain products. We may not be able to obtain these licenses on acceptable
terms, if at all. We may incur substantial costs related to royalty payments for licenses obtained from third parties, which may
negatively affect our financial results. In addition, we may encounter delays in product introductions while we attempt to
develop alternative methods or products to avoid infringing third-party patents or proprietary rights. Defense of any lawsuit or
failure to obtain any of these licenses may prevent us from commercializing products, and the prohibition of sale of any of our
products may materially affect our business and our ability to gain market acceptance for our products. With respect to
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trademarks, infringement litigation or threats of infringement litigation may require us to re-brand our product in order to enter
into the new mark.
Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation,
there is a risk that some of our confidential information may be compromised by disclosure during this type of litigation. In
addition, during the course of this kind of litigation, there may be public announcements of the results of hearings, motions, or
other interim proceedings or developments. If securities analysts or investors perceive these results to be negative, it may have a
substantial adverse effect on the price of our common stock.
In addition, our agreements with some of our customers, suppliers or other entities with whom we do business require us
to defend or indemnify these parties to the extent they become involved in infringement claims, including the types of claims
described above. We may also voluntarily agree to defend or indemnify third parties in instances where we are not obligated to
do so if we determine it would be important to our business relationships. If we are required or agree to defend or indemnify
third parties in connection with any infringement claims, we may incur significant costs and expenses that may adversely affect
our business, operating results, or financial condition.
Our ability to use our net operating loss carryforwards may be limited and may result in increased future tax liability to us.
We have incurred net losses since our inception and may never achieve profitability. As of December 31, 2023, we had
net operating loss, or NOL, carryforwards of approximately $320.7 million, $77.4 million and $113.6 million available to
reduce future taxable income, if any, for federal, California and other state income tax purposes, respectively. The U.S. federal
NOL carryforwards will begin to expire in 2035 while for state purposes, the NOL carryforwards begin to expire in 2024. In
addition, as of December 31, 2023, we had foreign net operating loss carryforwards of approximately $71.0 million and
$53.1 million available to reduce future taxable income, if any, for Canadian and French income tax purposes, respectively. The
Canada net operating loss carryforwards will begin to expire in 2034, while for French purposes, the net operating losses will
carryforward indefinitely. These NOL carryforwards could expire unused and be unavailable to offset future income tax
liabilities. Under the Tax Cuts and Jobs Acts, or Tax Act, which was enacted in December 2017, federal NOLs incurred in tax
years beginning after December 31, 2017 may be carried forward indefinitely, but the deductibility of such federal NOLs is
limited.
To the extent that we continue to generate taxable losses, unused losses will carry forward to offset future taxable income,
if any, until such unused losses expire. We may be limited in the portion of NOL carryforwards that we can use in the future to
offset taxable income for U.S. federal and state income tax purposes, and federal tax credits to offset federal tax liabilities.
Sections 382 and 383 of Internal Revenue Code limit the use of NOLs and tax credits after a cumulative change in corporate
ownership of more than 50% occurs within a three-year period. The limitation could prevent a corporation from using some or
all its NOL and tax credits before they expire within their normal 20-year lifespan, as it places a formula limit of how much
NOL and tax credits a loss corporation can use in a tax year. In the event we have undergone an ownership change under
Section 382 of the Internal Revenue Code, if we earn net taxable income, our ability to use our pre-change NOL carryforwards
to offset U.S. federal taxable income may become subject to limitations, which could potentially result in increased future tax
liability to us.
Changes to Internal Revenue Code Section 174 under the 2017 Tax Cuts and Jobs Act went into effect in 2022. The
revised code no longer permits a deduction for research and development expenditures in the tax year that such costs are
incurred. Instead, such costs must be capitalized and amortized over five or 15 years for U.S. and foreign costs, respectively.
The new rules will change the utilization of our NOLs and it is uncertain whether the new rules will be repealed or modified in
the future.
Impairment in the value of our goodwill or other intangible assets could have a material adverse effect on our operating
results and financial condition.
We record goodwill and intangible assets at fair value upon the acquisition of a business. Goodwill represents the excess
of amounts paid for acquiring businesses over the fair value of the net assets acquired. Goodwill and indefinite-lived intangible
assets are evaluated for impairment annually, or more frequently if conditions warrant, by comparing the carrying value of a
reporting unit to its estimated fair value. Intangible assets with definite lives are reviewed for impairment when events or
circumstances indicate that their carrying value may not be recoverable. Declines in operating results, divestitures, sustained
market declines and other factors that impact the fair value of our reporting unit could result in an impairment of goodwill or
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intangible assets and, in turn, a charge to net income. Any such charges could have a material adverse effect on our results of
operations or financial condition.
Our effective tax rate may fluctuate and we may incur obligations in tax jurisdictions in excess of amounts that have been
accrued.
We are subject to income taxes in the United States and various foreign jurisdictions. Our effective tax rate may be lower
or higher than experienced in the past due to numerous factors, including a change in the mix of our revenue from country to
country, the establishment or release of valuation allowances against our deferred tax assets, and changes in tax laws. In
addition, we have recorded gross unrecognized tax benefits in our consolidated financial statements that, if recognized, would
impact our effective tax rate. We are subject to tax audits in various jurisdictions, including the United States, and tax
authorities may disagree with certain positions we have taken and assess additional taxes. There can be no assurance that we
will accurately predict the outcomes of these audits, and the actual outcomes could have a material impact on our net income or
financial condition. Any of these factors could cause us to experience an effective tax rate significantly different from previous
periods or our current expectations, which could have an adverse effect on our business and results of operations. The
recognition of deferred tax assets is reduced by a valuation allowance if it is more likely than not that the tax benefits will not
be realized. We regularly review our deferred tax assets for recoverability and establish a valuation allowance based on
historical income, projected future income, the expected timing of the reversals of existing temporary differences, and the
implementation of tax-planning strategies.
Changes in financial accounting standards or practices may cause adverse, unexpected financial reporting fluctuations
and affect our reported operating results.
U.S. GAAP is subject to interpretation by the Financial Accounting Standards Board, the Securities and Exchange
Commission, or the SEC, and various bodies formed to promulgate and interpret appropriate accounting principles. A change in
accounting standards or practices can have a significant effect on our reported results and may even affect our reporting of
transactions completed before the change is effective. New accounting pronouncements and varying interpretations of
accounting pronouncements have occurred and may occur in the future. Changes to existing rules or the questioning of current
practices may adversely affect our reported financial results or the way we conduct our business.
Our consolidated financial statements are subject to change and if our estimates or judgments relating to our critical
accounting policies prove to be incorrect, our operating results could be adversely affected.
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make
estimates and assumptions that affect the amounts reported in our consolidated financial statements and related notes. We base
our estimates on historical experience and on various other assumptions that we believe to be reasonable under the
circumstances, as provided in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” in this Annual Report on Form 10-K. The results of these estimates form the basis for making judgments about the
carrying values of assets, liabilities, and equity, and the amount of revenue and expenses that are not readily apparent from
other sources. In addition, when we acquire businesses, we make judgments about how best to account for their revenue, assets
and liabilities in our condensed consolidated financial statements. These judgments may be based on limited information,
estimates and various assumptions, which we may revisit as we more fully integrate such businesses into our company. Critical
accounting policies and estimates used in preparing our consolidated financial statements include those related to: revenue
recognition; write-down of supplies; the useful lives of property, plant and equipment; the recoverability of long-lived assets;
the incremental borrowing rate for leases; the estimation of the fair value of intangible assets and contingent consideration;
variable interest entity assessment; impairment of equity investment, at cost; stock options; income tax uncertainties, including
a valuation allowance for deferred tax assets; reserve on accounts receivable and contingencies. Our operating results may be
adversely affected if our assumptions change or if actual circumstances differ from those in our assumptions, which could cause
our operating results to fall below the expectations of securities analysts and investors, resulting in a decline in the price of our
common stock.
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Risks Related to Being a Public Company
We will continue to incur increased costs and demands on management as a result of compliance with laws and
regulations applicable to public companies, which could harm our operating results.
As a public company, we will continue to incur significant legal, accounting, consulting and other expenses that we did
not incur as a private company, including costs associated with public company accounting and reporting requirements. In
addition, the Sarbanes-Oxley Act of 2002 and the Dodd-Frank Act of 2010, as well as rules implemented by the SEC, and The
Nasdaq Stock Market LLC, impose a number of requirements on public companies, including with respect to corporate
governance practices. Our management and other personnel need to devote a substantial amount of time to these compliance
and disclosure obligations. Moreover, these rules and regulations have and will continue to increase our legal, accounting and
financial compliance costs and make some activities more complex, time-consuming and costly. We also expect that it will
continue to be expensive for us to maintain director and officer liability insurance.
If we are unable to implement and maintain effective internal control over financial reporting, investors may lose
confidence in the accuracy and completeness of our reported financial information and the market price of our common
stock may be negatively affected.
As a public company, we are required to maintain internal control over financial reporting and to report any material
weaknesses in such internal control. Section 404 of the Sarbanes-Oxley Act of 2002 requires that we evaluate and determine the
effectiveness of our internal control over financial reporting and provide a management report on our internal controls on an
annual basis. If we have material weaknesses in our internal control over financial reporting, we may not detect errors on a
timely basis and our consolidated financial statements may be materially misstated. We will need to maintain and enhance the
systems, processes and documentation necessary to comply with Section 404 of the Sarbanes-Oxley Act as we grow, and we
will require additional management and staff resources to do so. Additionally, even if we conclude our internal controls are
effective for a given period, we may in the future identify one or more material weaknesses in our internal controls, in which
case our management will be unable to conclude that our internal control over financial reporting is effective. We are also
required to include an attestation report from our independent registered public accounting firm on the effectiveness of our
internal control over financial reporting annually. Further, our recent acquisition of C2i which was a private company and was
not subject to audits of internal controls, require or will require us to incorporate additional controls to such businesses, which
may be difficult, costly and time-consuming. Even if our management concludes that our internal control over financial
reporting is effective, our independent registered public accounting firm may conclude that there are material weaknesses with
respect to our internal controls or the level at which our internal controls are documented, designed, implemented or reviewed.
If we are unable to conclude that our internal control over financial reporting is effective, or if our auditors were to
express an adverse opinion on the effectiveness of our internal control over financial reporting because we had one or more
material weaknesses, investors could lose confidence in the accuracy and completeness of our financial disclosures, which
could cause the price of our common stock to decline. Irrespective of compliance with Section 404, any failure of our internal
control over financial reporting could have a material adverse effect on our reported operating results and harm our reputation.
Internal control deficiencies could also result in a restatement of our financial results.
Investors’ expectations of our performance relating to environmental, social and governance factors may impose
additional costs and expose us to new risks.
There is an increasing focus from certain investors, employees, regulators and other stakeholders concerning corporate
responsibility, specifically related to environmental, social and governance, or ESG, matters. Some investors may use these
non-financial performance factors to guide their investment strategies and, in some cases, may choose not to invest in us if they
believe our policies and actions relating to corporate responsibility are inadequate. In addition, the corporate responsibility
criteria could change, which could result in greater expectations of us and cause us to undertake more costly initiatives to satisfy
such new criteria. For example, in 2023, California passed three separate climate bills governing disclosure of climate house gas
emissions data, climate-related financial risks, and details around emissions-related claims and carbon offsets. If we elect not to
or are unable to satisfy such new criteria, investors may conclude that our policies with respect to corporate responsibility are
inadequate and we may be subject to fines from regulatory authorities and may harm our reputation. We may face reputational
damage in the event that we do not meet the ESG standards set by various constituencies.
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Furthermore, if our competitors’ corporate social responsibility performance is perceived to be better than ours, potential
or current investors may elect to invest with our competitors instead. In addition, in the event that we communicate certain
initiatives and goals regarding environmental, social and governance matters, we could fail, or be perceived to fail, in our
achievement of such initiatives or goals, or we could be criticized for the scope of such initiatives or goals. If we fail to satisfy
the expectations of investors, employees and other stakeholders or our initiatives are not executed as planned, our reputation
and business, results of operations, and financial condition could be adversely affected.
Risks Related to Our Common Stock
Our stock price may be volatile, and you may not be able to sell shares of our common stock at or above the price you paid.
The trading price of our common stock is likely to continue to be highly volatile and could be subject to wide fluctuations
in response to various factors, some of which are beyond our control. These factors include:
•
•
•
•
•
•
•
•
•
•
•
•
•
actual or anticipated variations in our and our competitors’ results of operations;
the ongoing global macroeconomic impacts of rising interest rates or inflationary pressures;
announcements by us or our competitors of new products, commercial relationships or capital commitments;
changes in reimbursement by current or potential payers, including governmental payers;
issuance of new securities analysts’ reports or changed recommendations for our stock;
fluctuations in our revenue, due in part to the way in which we recognize revenue;
actual or anticipated changes in regulatory oversight of our products;
developments or disputes concerning our intellectual property or other proprietary rights;
commencement of, or our involvement in, litigation;
announced or completed acquisitions of businesses or technologies by us or our competitors, including the effect of
additional equity we or our competitors issue as consideration for such acquisitions;
instability in the global banking system;
any major change in our management; and
general economic conditions, including inflation and changes in interest rates, and slow or negative growth of our
markets.
In addition, the stock market in general, and the market for stock of life sciences companies in particular, has experienced
extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those
companies. Broad market and industry factors may seriously affect the market price of our common stock, regardless of our
actual operating performance. These fluctuations may cause the trading volume of our stock to decrease. In addition, in the past,
following periods of volatility in the overall market and the market price of a particular company’s securities, securities class
action litigation has often been instituted against these companies. This litigation, if instituted against us, could result in
substantial costs and a diversion of our management’s attention and resources.
Anti-takeover provisions in our charter documents and under Delaware law could discourage, delay or prevent a change
in control and may affect the trading price of our common stock.
Provisions in our restated certificate of incorporation and our amended and restated bylaws may have the effect of
delaying or preventing a change of control or changes in our management. Our restated certificate of incorporation and
amended and restated bylaws include provisions that:
•
•
•
authorize our board of directors to issue, without further action by the stockholders, up to 5.0 million shares of
undesignated preferred stock;
require that any action to be taken by our stockholders be effected at a duly called annual or special meeting and not by
written consent;
specify that special meetings of our stockholders can be called only by our board of directors, our chairman of the
board, or our chief executive officer;
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•
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•
establish an advance notice procedure for stockholder approvals to be brought before an annual meeting of our
stockholders, including proposed nominations of persons for election to our board of directors;
establish that our board of directors is divided into three classes, with each class serving staggered three-year terms.
However, beginning with our annual meeting of stockholders to be held in 2024, our board of directors will be
declassified over a three-year period, with each class, beginning with the directors standing for election at the annual
meeting of stockholders to be held in 2024, subject to an election for a term of one year expiring at the next succeeding
annual meeting of stockholders;
provide that our directors serving in a class of directors for a term expiring at the third annual meeting of stockholders
following the election of such class may be removed only for cause;
provide that vacancies on our board of directors may, except as otherwise required by law, be filled only by a majority
of directors then in office, even if less than a quorum;
provide that the federal district courts of the United States shall be the exclusive forum for the resolution of any
complaint asserting a cause of action arising under the Securities Act of 1933, as amended;
specify that no stockholder is permitted to cumulate votes at any election of directors; and
require a super-majority of votes to amend certain of the above-mentioned provisions.
In addition, we are subject to the provisions of Section 203 of the Delaware General Corporation Law regulating corporate
takeovers. Section 203 generally prohibits us from engaging in a business combination with an interested stockholder subject to
certain exceptions.
We have never paid dividends on our capital stock, and we do not anticipate paying dividends in the foreseeable future.
We have never paid dividends on any of our capital stock and currently intend to retain any future earnings to fund the
growth of our business. We may enter into credit agreements or other borrowing arrangements in the future that will restrict our
ability to declare or pay cash dividends on our common stock. Any determination to pay dividends in the future will be at the
discretion of our board of directors and will depend on our financial condition, operating results, capital requirements, general
business conditions and other factors that our board of directors may deem relevant. As a result, capital appreciation, if any, of
our common stock will be the sole source of gain for the foreseeable future.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 1C. CYBERSECURITY
Our board of directors recognizes the critical importance of maintaining the trust and confidence of our customers,
patients, business partners and employees. Our board of directors is actively involved in oversight of our risk management
program, and cybersecurity represents an important component of our overall approach to enterprise risk management, or ERM.
Our cybersecurity policies, standards, processes and practices continue to be incorporated into our ERM program and are based
on recognized frameworks established by the National Institute of Standards and Technology, the International Organization for
Standardization and other applicable industry standards. In general, we seek to address cybersecurity risks through a cross-
functional approach that is focused on preserving the confidentiality, security and availability of the information that we collect
and store by identifying, preventing and mitigating cybersecurity threats and effectively responding to cybersecurity incidents
when they occur.
Risk Management and Strategy
As one of the critical elements of our overall ERM approach, our cybersecurity program is focused on the following key
areas:
Governance: As discussed in more detail under the heading “Governance,” the board of directors' oversight of
cybersecurity risk management is supported by the Audit Committee of the board of directors, or the Audit Committee, our
Chief Information Officer, or CIO, other members of management and relevant management committees as appropriate.
61
Collaborative Approach: We have implemented a cross-functional approach to identifying, preventing and mitigating
cybersecurity threats and incidents, while also implementing controls and procedures that provide for the escalation of certain
cybersecurity incidents so that decisions regarding the public disclosure and reporting of such incidents can be made by
management in a timely manner.
Technical Safeguards: We deploy technical safeguards that are designed to protect our information systems from
cybersecurity threats, including firewalls, intrusion prevention and detection systems, anti-malware functionality and access
controls, which are evaluated and improved through vulnerability assessments and cybersecurity threat intelligence.
Physical Safeguards: We deploy physical safeguards such as facility access control via keycard access and security
cameras. In addition, workstation and device security is controlled with proper logging and identity access controls to protect
our physical assets.
Administrative Safeguards: We have implemented policies, security standards and procedures to ensure proper user and
protection of our assets.
Education and Awareness: We provide regular, mandatory training for personnel regarding cybersecurity threats to
help equip our personnel with tools to address such threats, and to communicate our evolving information security policies,
standards, processes and practices.
Incident Response and Recovery Planning: We have established and maintain a cybersecurity incident response plan
that addresses our response to a cybersecurity incident.
Third-Party Risk Management: We maintain a risk-based approach to identifying and overseeing cybersecurity risks
presented by third parties, including vendors, service providers and other external users of our systems that could adversely
impact our business in the event of a cybersecurity incident.
We engage in the periodic assessment and testing of our policies, standards, processes and practices that are designed to
address cybersecurity threats and incidents. These efforts include a range of activities, including audits, assessments,
vulnerability testing and other exercises focused on evaluating the effectiveness of our cybersecurity measures and planning.
We regularly engage third parties to perform assessments on our cybersecurity measures. The results of such assessments,
audits and reviews are reported to the Audit Committee and the board of directors, and we adjust our cybersecurity policies,
standards, processes and practices as necessary based on the information provided by these assessments, audits and reviews.
Governance
The board of directors, in coordination with the Audit Committee, oversees our management of risks arising from
cybersecurity threats. The board of directors and the Audit Committee each receive presentations and reports on cybersecurity
risks, which address a wide range of topics including recent developments, evolving standards, vulnerability assessments, third-
party and independent reviews, the threat environment, technological trends and information security considerations arising
with respect to our peers and third parties. The board of directors and the Audit Committee also receive prompt and timely
information regarding any cybersecurity incident that meets established reporting thresholds, as well as ongoing updates
regarding any such incident until it has been addressed. On an annual basis, the board of directors and the Audit Committee
discuss our approach to cybersecurity risk management with the members of management, including the CIO.
The Cybersecurity Executive Leadership Team is composed of the CIO, in coordination with our Chief Executive Officer,
or CEO, Chief Financial Officer, or CFO, Chief Compliance Officer and General Counsel, or GC. The team works
collaboratively across our company to design and implement programs to protect our information systems from cybersecurity
threats and to appropriately respond to any cybersecurity incidents in accordance with our cybersecurity incident response plan.
To facilitate the success of our cybersecurity risk management program, multidisciplinary teams throughout our company are
engaged to address cybersecurity threats and to respond to cybersecurity incidents. Through ongoing communications with
these teams, the CIO and the Cybersecurity Executive Leadership Team monitor the prevention, detection, mitigation and
remediation of cybersecurity threats and incidents in real time, and report such threats and incidents to the Audit Committee
when appropriate.
62
Our CIO brings more than 20 years of information and operational leadership experience in the life sciences and
technology industries to his role at Veracyte. He holds a B.B.A. and an M.B.A from the University of San Diego. Our VP,
Global IT Operation oversees IT operations for all sites globally, and has more than 20 years’ of experience. He holds a M.S. in
Business Technology Management, and a B.S. in Computer Applications and Networks from Coleman University. Our Director
of Cybersecurity has over 25 years’ of experience in enhancing digital security and driving technological innovation. He holds a
B.Sc. (Honors) in Computer Information Systems from the National University along with several industry related
Cybersecurity certifications.
Cybersecurity threats, including as a result of any previous cybersecurity incidents, have not, to date, materially affected
us, including our business strategy, results of operations or financial condition. If we were to experience a material
cybersecurity incident in the future, such incident may have an adverse effect, including on our business operations, operating
results, or financial condition. For more information regarding cybersecurity risks that we face and the related potential impacts
on our business, see the risk factor titled “Security breaches, loss of data and other disruptions to our or our third-party service
providers' data systems could compromise sensitive information related to our business or prevent us from accessing critical
information and expose us to liability, which could adversely affect our business and our reputation.”
ITEM 2. PROPERTIES
We lease office and laboratory facilities in South San Francisco (approximately 59,000 square feet) and San Diego
(approximately 50,900 square feet), California; Austin, Texas (approximately 10,400 square feet); and Marseille, France
(approximately 31,400 square feet). We believe our facilities are in good condition and adequate for their current use. We may
expand or improve our current facilities or add additional facilities as appropriate to meet the needs of our operations.
ITEM 3. LEGAL PROCEEDINGS
We are not currently a party to any material legal proceedings. We may from time to time become involved in legal
proceedings arising in the ordinary course of business.
ITEM 4. MINE SAFETY DISCLOSURE
Not applicable.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
Our common stock is traded on the Nasdaq Global Market under the symbol "VCYT".
Holders of Record
As of February 23, 2024, there were 38 holders of record of our common stock. Because many of our shares of common
stock are held in street name by brokers and other nominees on behalf of stockholders, we are unable to estimate the total
number of beneficial owners of our commons stock represented by these holders of record.
Dividend Policy
We have never declared or paid dividends on our common stock and do not expect to pay dividends on our common
stock for the foreseeable future. Instead, we anticipate that all of our earnings in the foreseeable future will be used for the
operation and growth of our business. Any future determination to declare dividends will be subject to the discretion of our
board of directors and will depend on various factors, including applicable laws, our results of operations, financial condition,
future prospects, and any other factors deemed relevant by our board of directors. In addition, we may also enter into credit
agreements or other borrowing arrangements in the future that may restrict our ability to declare or pay dividends on our
common stock.
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Recent Sale of Unregistered Securities and Use of Proceeds
None.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
None.
Stock Performance Graph
The following information is not deemed to be "soliciting material" or to be "filed" with the Securities and Exchange
Commission or subject to Regulation 14A or 14C under the Securities Exchange Act of 1934, as amended, or the Exchange
Act, or to the liabilities of Section 18 of the Exchange Act, and will not be deemed to be incorporated by reference into any
filing under the Securities Act or the Exchange Act, except to the extent we specifically incorporate it by reference into such a
filing.
The graph below compares the cumulative total stockholder return of our common stock to the Nasdaq Global Market
Index and the Nasdaq Biotechnology Index. The graph and table below assume that $100 was invested on the starting date and
dividends, if any, were reinvested on the date of payment without payment of any commissions. The comparisons in the table
are required by the SEC and are not intended to forecast or be indicative of future performance of our common stock.
December 31,
2018
December 31,
2019
December 31,
2020
December 31,
2021
December 31,
2022
December 31,
2023
Veracyte, Inc.
Nasdaq Global Market
Index
Nasdaq Biotechnology
Index
$
$
$
ITEM 6. [RESERVED]
100.00 $
222.00 $
389.00 $
328.00 $
189.00 $
219.00
100.00 $
135.00 $
194.00 $
236.00 $
158.00 $
226.00
100.00 $
125.00 $
158.00 $
158.00 $
142.00 $
149.00
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Comparison of Cumulative Total Stockholder ReturnVeracyte, Inc. NASDAQ Global Market IndexNASDAQ Biotechnology Index12/31/201812/31/201912/31/202012/31/202112/31/202212/31/2023$100$200$300$400 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The following discussion and analysis of financial condition and results of operations should be read together with the
consolidated financial statements and the related notes included in Item 8 of Part II of this Annual Report on Form 10-K. This
discussion and analysis contains certain forward-looking statements that involve risks and uncertainties. Our actual results
may differ materially from those discussed below. Factors that could cause or contribute to such differences include, but are
not limited to, those identified below and those set forth under the section entitled "Risk Factors" in Item 1A, and other
documents we file with the Securities and Exchange Commission. Historical results are not necessarily indicative of future
results.
Overview
We are a global diagnostics company that empowers clinicians with the high-value insights they need to guide and assure
patients at pivotal moments in the race to diagnose and treat cancer. Our high-performing tests enable clinicians to make more
confident diagnostic, prognostic and treatment decisions, helping patients avoid unnecessary procedures and interventions, and
accelerating time to appropriate treatment, thereby improving outcomes for patients all over the world.
We currently offer tests in thyroid cancer (Afirma); prostate cancer (Decipher Prostate); breast cancer (Prosigna); bladder
cancer (Decipher Bladder); and interstitial lung diseases (Envisia). Our Percepta Nasal Swab test is being run in our CLIA lab
in support of clinical studies and our test for lymphoma is in development as a companion diagnostic.
We serve global markets with two complementary models. In the United States, we offer LDTs through our centralized
CLIA certified laboratories in South San Francisco and San Diego, California, supported by our cytopathology expertise in
Austin, Texas. Additionally, primarily outside of the United States, we provide tests to patients through distribution to
laboratories and hospitals that can perform the tests locally. Today, this includes our Prosigna test, and in the future, we intend
to offer the Decipher Prostate and Percepta Nasal Swab tests as IVD tests. We believe our broad menu of advanced diagnostic
tests, combined with our ability to deliver them globally, differentiates us in the diagnostics industry.
In February 2024, we acquired C2i, a minimal residual disease, or MRD, detection company, which will expand our role
across the patient cancer journey, moving from providing early decision support to following the patient through treatment,
where we will be able to help monitor the success of a therapeutic or surgical intervention, and determine the best course of
action for each patient.
Macroeconomic Factors
Recent interest rate increases and inflation in the United States and other markets globally, as well as turmoil in the global
banking and finance system, have heightened the risk of an economic downturn or recession and volatility and have resulted in
recent volatility in the capital or credit markets in the United States and globally. Moreover, the continued fluctuation of the
U.S. dollar compared to other currencies, has impacted and may continue to impact our results of operations. We intend to
continue to monitor macroeconomic conditions closely and may determine to take certain financial or operational actions in
response to such conditions as appropriate. In addition, the regional conflicts like those between Russia and Ukraine have
increased the risk of disruptions to energy supplies in Europe, which may impact our ability to manufacture tests or perform
services from our facility in Marseille, France, and other conflicts may adversely impact our business and operating results.
Finally, the ongoing conflict in the Middle East may disrupt our Israel business operations and employees which we acquired
through our acquisition of C2i.
The extent of the macroeconomic factors on our future liquidity and operational performance will depend on certain
developments, the impact on our customers' operations; the impact to our sales and renewal cycles; changes in central bank
policies and interest rates; rates of inflation; and changes in foreign currency exchange rates. See "Risk Factors" for further
discussion.
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Factors Affecting Our Performance
Reported Total Test Volume
Our performance depends on the number of tests that we perform and report as completed in our CLIA-certified
laboratories and Prosigna tests purchased by our customers. Factors impacting the number of tests that we report as completed
include, but are not limited to:
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the number of samples that we receive that meet the medical indication for each test performed;
the quantity and quality of the sample received;
receipt of the necessary documentation, such as physician order and patient consent, required to perform, bill and
collect for our tests;
the patient's ability to pay or provide necessary insurance coverage for the tests performed;
the time it takes us or our customers to perform our tests and report the results, including as a result of supply
chain challenges (including quality of reagents);
the seasonality inherent in our business, such as the impact of work-days per period, timing of industry
conferences and timing of when patient deductibles are exceeded, which also impacts the reimbursement we
receive from insurers; and
our ability to obtain prior authorization or meet other requirements instituted by payers, benefit managers, or
regulators necessary to be paid for our tests.
Continued Adoption of and Reimbursement for our Products
Revenue growth depends on our ability to secure coverage decisions, achieve broader reimbursement from third-party
payers, expand our base of prescribing physicians and increase our penetration in existing accounts. Because some payers
consider our products experimental and investigational, we may not receive payment for tests and payments we receive may not
be at acceptable levels. We expect our revenue growth to increase if more payers make a positive coverage decision and as
payers enter into contracts with us, which should enhance our revenue and cash collections. Our sales teams are aligned under
our general manager-based structure to focus on specific products and global markets. If we are unable to expand the base of
prescribing physicians and penetration within these accounts at an acceptable rate, or if we are not able to execute our strategy
for increasing reimbursement and associated collections, we may not be able to effectively increase our revenue. We expect to
continue to see pressure from payers to limit the utilization of tests, generally, and we believe more payers are deploying cost
containment tactics, such as pre-authorization, reduction of the payer portion of reimbursement and employing laboratory
benefit managers to reduce utilization rates. Revenue growth also depends on our ability to secure reimbursement from
government payers at a reimbursement rate that is consistent with past reimbursement rates.
How We Recognize Revenue
We recognize revenue in accordance with the provisions of ASC 606, Revenue from Contracts with Customers, or ASC
606. This process involves identifying the contract with a customer, determining the performance obligations in the contract,
determining the contract price, allocating the contract price to the distinct performance obligations in the contract, and
recognizing revenue when the performance obligations have been satisfied.
Testing Revenue
We bill for testing services at the time of test completion as defined by the delivery of test results. We recognize revenue
based on estimates of the amount that will ultimately be realized. In determining the amount to accrue for a delivered test, we
consider factors such as payment history, payer coverage, whether there is a reimbursement contract between the payer and us,
payment as a percentage of agreed upon rate (if applicable), amount paid per test and any current developments or changes that
could impact reimbursement. These estimates require significant judgment by management. Actual results could differ from
those estimates and assumptions.
Generally, cash we receive is collected within 12 months of the date the test is billed. We cannot provide any assurance as
to when, if ever, or to what extent, any of these amounts will be collected. Notwithstanding our efforts to obtain payment for
these tests, payers may deny our claims, in whole or in part, and we may never receive payment for these tests.
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We bill list price regardless of contract rate, but only recognize revenue from amounts that we estimate are collectible and
meet our revenue recognition criteria. Revenue may not be equal to the billed amount due to a number of factors that we
consider when determining revenue accrual rates, including differences in reimbursement rates, the amounts of patient co-
payments and co-insurance, the existence of secondary payers, claims denials and the amount we expect to ultimately collect.
Finally, when we increase our list price, it will increase the cumulative amounts billed but may not positively impact accrued
revenue. In addition, payer contracts generally include the right of offset and payers may offset payments prior to resolving
disputes over tests performed.
Generally, we determine accrual rates by calculating an average of reimbursement from all payers for tests performed over
a four-quarter period as it reduces the effects of temporary volatility and seasonality. The periods selected to determine accrual
rates typically are at least six months old because it takes a significant period of time to collect from some payers. We may also
determine accrual rates based on other factors such as coverage decisions, contracts, or more recent reimbursement data as
appropriate.
The average test reimbursement rates will change over time due to a number of factors, including medical coverage
decisions by payers, the effects of contracts signed with payers, changes in allowed amounts by payers, our ability to
successfully win appeals for payment, and our ability to collect cash payments from third-party payers and individual patients.
Historical average reimbursement is not necessarily indicative of future average reimbursement.
We incur expense for tests in the period in which the test is conducted and recognize revenue for tests in the period in
which our revenue recognition criteria are met.
Product Revenue
Our products consist of the Prosigna breast cancer assay, the nCounter Analysis System, related diagnostic kits, and
services. We recognize product revenue when control of the promised goods is transferred to our customers, in an amount that
reflects the consideration expected to be received in exchange for those products. This process involves identifying the contract
with a customer, determining the performance obligations in the contract, determining the contract price, allocating the contract
price to the distinct performance obligations in the contract, and recognizing revenue when the performance obligations have
been satisfied. A performance obligation is considered distinct from other obligations in a contract when it provides a benefit to
the customer, either on its own or together with other resources that are readily available to the customer, and is separately
identified in the contract. Performance obligations are considered satisfied once we have transferred control of a product to the
customer, meaning the customer has the ability to use and obtain the benefit of the product. We recognize product revenue for
satisfied performance obligations only when there are no uncertainties regarding payment terms or transfer of control. Shipping
and handling costs incurred for product shipments are charged to our customers and included in product revenue. Revenue is
presented net of the taxes that are collected from customers and remitted to governmental authorities.
Biopharmaceutical and Other Revenue
We enter into arrangements to license or provide access to our assets or services, including clinical services, research and
development, contract manufacturing and development, as well as other services. Such arrangements may require us to deliver
various rights, data, services, manufactured diagnostic test kits, access and/or testing services to partner biopharmaceutical and
other companies. The underlying terms of these arrangements generally provide for consideration paid to us in the form of
nonrefundable fees; payments on delivery of data, test results or manufactured products; costs of service plus margin;
performance milestone payments; expense reimbursements and possibly royalty and/or other payments. Net sales of data or
other services to our customers are recognized in accordance with ASC 606 and are classified under biopharmaceutical and
other revenue. Payments received that are not related to sales or services to a customer are recorded as offsets against research
and development expense or cost of biopharmaceutical and other revenue in our consolidated statements of operations.
In arrangements involving more than one good or service delivered to a customer, each good or service is evaluated to
determine whether it qualifies as a distinct performance obligation based on whether (i) the customer can benefit from the good
or service either on its own or together with other resources that are readily available and (ii) the good or service is separately
identifiable from other promises in the contract. The consideration under the arrangement is then allocated to each separate
distinct performance obligation based on its respective relative stand-alone selling price. The estimated selling price of each
deliverable reflects our best estimate of what the selling price would be if the deliverable was regularly sold by us on a stand-
alone basis or using an adjusted market assessment approach if the selling price on a stand-alone basis is not available.
67
The consideration allocated to each distinct performance obligation is recognized as revenue when control is transferred
which may be at a point in time or over time. Consideration associated with at-risk substantive performance milestones is
recognized as revenue when it is probable that a significant reversal of the cumulative revenue recognized will not occur.
Should there be royalties, we utilize the sales and usage-based royalty exception in arrangements that resulted from the license
of intellectual property, recognizing revenue generated from royalties or profit sharing as the underlying sales occur.
Timing of Our Research and Development Expenses
We deploy state-of-the-art and costly genomic technologies in our biomarker discovery experiments, and our spending on
these technologies may vary substantially from quarter to quarter. We also spend a significant amount on activities to secure
clinical trial results in support of our testing and product development portfolio and on-market tests, as well as clinical
validation and utilization studies. The timing of these research and development activities is difficult to predict, as is the timing
of clinical trial enrollments and sample acquisitions. If a substantial number of clinical samples are acquired in a given quarter
or if a high-cost experiment is conducted in one quarter versus the next, the timing of these expenses can affect our financial
results. We conduct clinical studies to validate our new products, as well as on-going clinical studies to further the published
evidence to support our commercialized tests. As these studies are initiated, start-up costs for each site can be significant and
concentrated in a specific quarter. Spending on research and development, for both experiments and studies, may vary
significantly by quarter depending on the timing of these various expenses.
Financial Overview
Revenue
Through December 31, 2023, we derived most of our revenue from the sale of Decipher and Afirma tests, delivered
primarily to physicians in the United States. We generally invoice third-party payers upon delivery of a patient report to the
prescribing physician. As such, we take the assignment of benefits and the risk of cash collection from the third-party payer and
individual patients. Third-party payers and other customers in excess of 10% of total revenue and their related revenue as a
percentage of total revenue were as follows:
Medicare
UnitedHealthcare
Year Ended December 31,
2023
2022
2021
31 %
10 %
41 %
31 %
10 %
41 %
30 %
10 %
40 %
For tests performed, we recognize the related revenue upon delivery of a patient report to the prescribing physician based
on the amount that we expect to ultimately receive. In determining the amount to accrue for a delivered test, we consider factors
such as payment history, payer coverage, whether there is a reimbursement contract between the payer and us, payment as a
percentage of agreed upon reimbursement rate (if applicable), amount paid per test and any current development or changes that
could impact reimbursement. Upon ultimate collection, the amount received is compared to previous estimates and the amount
accrued is adjusted accordingly. Our ability to increase our revenue will depend on our ability to penetrate the market, obtain
positive coverage policies from additional third-party payers, obtain reimbursement and/or enter into contracts with additional
third-party payers for our current and new tests, and increase reimbursement rates for tests performed. Finally, should the
judgments underlying our estimated reimbursement change, our accrued revenue and financial results could be negatively
impacted in future periods.
Cost of Testing Revenue
The components of our cost of testing revenue are sample collection kit costs, reagent expenses, compensation expense,
license fees and royalties, depreciation, other expenses such as equipment and laboratory supplies, and allocations of facility
and information technology expenses. Costs associated with performing tests are recorded as the test is processed regardless of
whether and when revenue is recognized with respect to that test. As a result, our cost of testing revenue as a percentage of
testing revenue may vary significantly from period to period because we may not recognize all revenue in the period in which
the associated costs are incurred. We expect cost of testing revenue in absolute dollars to increase as the number of tests we
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perform increases. However, we expect that the cost per test will decrease over time due to leveraging fixed costs, efficiencies
we may gain as test volume increases and from automation, process efficiencies and other cost reductions. As we introduce new
tests, initially our cost of testing revenue will be high as we expect to run suboptimal batch sizes, run quality control batches,
test batches, registry samples, and generally incur costs that may suppress or reduce gross margins. This will disproportionately
increase our aggregate cost of testing revenue until we achieve efficiencies in processing these new tests.
Cost of Product Revenue
Our cost of product revenue consists primarily of costs of purchasing instruments and diagnostic kits from third-party
contract manufacturers, installation, warranty, service and packaging and delivery costs. In addition, cost of product revenue
includes royalty costs for licensed technologies included in our products and labor expenses. As our Prosigna test kits are sold
in various configurations with different number of tests, our product cost per test will vary based on the specific kit
configuration purchased by customers.
Cost of Biopharmaceutical and Other Revenue
Our cost of biopharmaceutical and other revenue are the costs of performing activities under arrangements that require us
to perform research and development, commercialization, contract manufacturing and development, and previously included
contract testing services on behalf of a customer. This cost is mainly composed of compensation expense, manufacturing and
laboratory supplies and pass-through costs.
Research and Development
Research and development expenses include expenses incurred to collect clinical samples and conduct clinical studies to
develop and support our products and pipeline, as well as develop future technology. These expenses consist of compensation
expenses, direct research and development expenses such as laboratory supplies and costs associated with setting up and
conducting clinical studies at domestic and international sites, professional fees, depreciation and amortization, other
miscellaneous expenses and allocation of facility and information technology expenses. We expense all research and
development costs in the periods in which they are incurred. We incurred a majority of our research and development expenses
in the years ended December 31, 2023 and December 31, 2022 in support of our early-stage products, including Percepta Nasal
Swab, as well as the development of new IVD products. Going forward, we expect to incur significant expense as we invest in
the development of our innovation engine, early-stage products including our MRD tests, required clinical studies and the
development of current tests on multiple IVD platforms.
Selling and Marketing
Selling and marketing expenses consist of compensation expenses, direct marketing expenses, professional fees, other
expenses such as travel and communications costs, as well as allocation of facility and information technology expenses. Our
sales team of approximately 120 representatives is organized by business unit in the United States, with separate teams calling
on thyroid cancer, urologic cancers, and pulmonology physicians. The business units have dedicated marketing support, as well
as a marketing operations team that serves the commercial organization broadly. Prosigna sales outside of the United States are
led by country managers that call on laboratories and breast cancer oncologists and have dedicated marketing support.
General and Administrative
General and administrative expenses include compensation expenses for executive officers and administrative, billing and
client service personnel, professional fees for legal and audit services, occupancy costs, depreciation and amortization, and
other expenses such as information technology and miscellaneous expenses, offset by allocation of facility and information
technology expenses to other functions. General and administrative expenses include costs related to the acquisitions of
Decipher Biosciences and HalioDx, which were included in general and administrative compensation expense and professional
fees. We expect general and administrative expenses to continue to increase as we build our infrastructure to scale revenue
growth, and to decline as a percentage of revenue thereafter.
69
Intangible Asset Amortization
Our finite-lived intangible assets, acquired in business combinations, are being amortized over 4 to 15 years, using the
straight-line method. Amortization expense is expected to be approximately $13.5 million per year through 2024 and decrease
thereafter.
Other Income (Loss), Net
Other income (loss), net consists primarily of interest income from our cash held in interest bearing accounts, realized and
unrealized gains and losses on foreign currency transactions, and French research tax credits. The French research tax credits
(crédit d’impôt recherche, or CIR) are generated by our wholly owned subsidiary, Veracyte SAS, in connection with its
research efforts performed in Marseille, France.
Critical Accounting Policies and Estimates
Our management's discussion and analysis of our financial condition and results of operations is based on our audited
consolidated financial statements, which have been prepared in accordance with United States generally accepted accounting
principles, or U.S. GAAP. The preparation of the consolidated financial statements requires us to make estimates and
assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities at the date of the
consolidated financial statements, as well as the reported revenue generated and expenses incurred during the reporting periods.
Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the
circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that
are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or
conditions and any such differences may be material. We believe that the accounting policies discussed below are critical to
understanding our historical and future performance, as these policies relate to the more significant areas involving
management's judgments and estimates.
Testing Revenue
We recognize revenue from the sale of our tests performed for customers, including patients and institutions, at the time
test results are reported to physicians. Most tests requested by customers are sold without a written agreement; however, we
determine that an implied contract exists with our customers for whom a physician will order the test. We identify each sale of
our test to a customer as a single performance obligation. A stated contract price does not exist and the transaction price for
each implied contract with our customer represents variable consideration. We estimate the variable consideration under the
portfolio approach and consider the historical reimbursement data from third-party commercial and governmental payers and
patients, as well as known or anticipated reimbursement trends not reflected in the historical data. We monitor the estimated
amount to be collected in the portfolio at each reporting period based on actual cash collections in order to assess whether a
revision to the estimate is required. Both the estimate and any subsequent revision contain uncertainty and require the use of
significant judgment in the estimation of the variable consideration and application of the constraint for such variable
consideration. We analyze actual cash collections over the expected reimbursement period and compare it with the estimated
variable consideration for each portfolio and any difference is recognized as an adjustment to estimated revenue after the
expected reimbursement period, subject to assessment of the risk of future revenue reversal.
Product Revenue
Our products consist of the Prosigna breast cancer assay, the nCounter Analysis System, related diagnostic kits, and
services. We recognize product revenue when control of the promised goods is transferred to our customers, in an amount that
reflects the consideration expected to be received in exchange for those products. Shipping and handling costs incurred for
product shipments are charged to our customers and included in product revenue. Revenues are presented net of the taxes that
are collected from customers and remitted to governmental authorities.
Biopharmaceutical and Other Revenues
For biopharmaceutical and other revenue, we develop estimates and assumptions that require judgment to determine the
underlying stand-alone selling price for each performance obligation which determines how the transaction price is allocated
among the performance obligations. The estimation of the stand-alone selling price may include independent evidence of
70
market price, forecasted revenues or costs, development timelines, discount rates, and probabilities of technical and regulatory
success. We evaluate each performance obligation to determine if they can be satisfied at a point in time or over time, and we
measure the services delivered to the collaborative partner which are periodically reviewed based on the progress of the related
program. For licenses that are bundled with other promises, we utilize judgment to 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.
The effect of any change made to an estimated input component and, therefore revenue or expense recognized, would be
recorded as a change in estimate. In addition, variable consideration must be evaluated to determine if it is constrained and,
therefore, excluded from the transaction price.
At the inception of each arrangement that includes milestone payments (variable consideration), we evaluate whether the
milestones are considered probable of being reached and estimate the amounts to be included in the transaction price. Milestone
payments that are not within either party’s control, such as non-operational developmental and regulatory approvals, are
generally not considered probable of being achieved until those approvals are received. At the end of each reporting period, we
re-evaluate the probability of achievement of milestones that are within either party’s control, such as operational
developmental milestones and any related constraint, and if necessary, adjust our estimate of the overall transaction price. Any
such adjustments are recorded on a cumulative catch-up basis, which would affect revenues and earnings in the period of
adjustment. Revisions to our estimate of the transaction price may also result in negative revenues and earnings in the period of
adjustment.
Other Significant Accounting Policies
Acquisitions
We first determine whether a set of assets acquired and liabilities assumed constitute a business and should be accounted
for as a business combination. If the assets acquired are not a business, we account for the transaction as an asset acquisition.
Business combinations are accounted for by using the acquisition method of accounting. Under the acquisition method, assets
acquired, and liabilities assumed are recorded at their respective fair values as of the acquisition date in our consolidated
financial statements. The excess of the fair value of consideration transferred over the fair value of the net assets acquired is
recorded as goodwill. Contingent consideration obligations incurred in connection with a business combination are recorded at
fair value on the acquisition date and remeasured at each subsequent reporting period until the related contingencies are
resolved, with the resulting changes in fair value recorded in earnings. The estimation of the fair value of the contingent
consideration is based on the present value of the expected payments calculated by assessing the likelihood of when the related
milestones would be achieved, discounted using our estimated borrowing rate.
Intangible Asset Amortization
We have acquired finite-lived and indefinite-lived intangible assets in business combinations. These intangible assets are
measured at their respective fair values as of the acquisition date and are subject to potential adjustments within the
measurement period, which may be up to one year from the acquisition dates. The fair values of the intangible assets are
generally determined using income approaches such as the multi-period excess earnings method, the with-and-without method
and the relief from royalty method. These income approaches are based on various estimates for each asset including the
estimate of future cash flows including, revenue assumptions (such as projected testing volumes, growth rates), discount rates
and the expected economic life/obsolescence factors of the respective assets. Our finite-lived intangible assets are being
amortized using the straight-line method over their estimated useful lives of 4 to 15 years, based on management's estimate of
the period over which their economic benefits will be realized, product life and patent life. Our in-process research and
development, or IPR&D, is not amortized until it becomes commercially viable and placed in service. At the time when the
IPR&D is placed in service, we will determine a useful life. We test these intangible assets for impairment on an annual basis or
when events or circumstances indicate a reduction in the fair value below their carrying amounts.
Goodwill
Goodwill is reviewed for impairment on an annual basis or more frequently if events or circumstances indicate that it may
be impaired. Our goodwill evaluation is based on both qualitative and quantitative assessments regarding the fair value of
goodwill relative to its carrying value. We have determined that we operate in a single segment and have a single reporting unit
associated with the development and commercialization of diagnostic products. In the event we determine that it is more likely
than not the carrying value of the reporting unit is higher than its fair value, quantitative testing is performed comparing
71
recorded values to estimated fair values. If impairment is present, the impairment loss is measured as the excess of the recorded
goodwill over its implied fair value. We perform our annual evaluation of goodwill during the fourth quarter of each fiscal year.
There was no impairment recognized during the years ended December 31, 2023, 2022, or 2021.
Stock-based Compensation
We recognize stock-based compensation expense for only those shares underlying stock options and restricted stock units
that we expect to vest on a straight-line basis over the requisite service period of the award. We estimate the fair value of stock
options using a Black-Scholes option-pricing model, which requires the input of highly subjective assumptions, including the
option's expected term and stock price volatility. In addition, judgment is also required in estimating the number of stock-based
awards that are expected to be forfeited. Forfeitures are estimated based on historical experience at the time of grant and
revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Performance-based stock units,
which vest upon the achievement of certain performance conditions, are subject to the employees’ continued service with us.
The probability of vesting is assessed at each reporting period and compensation cost is adjusted based on this probability
assessment. The assumptions used in calculating the fair value of share-based payment awards represent management's best
estimates, but these estimates involve inherent uncertainties and the application of management's judgment. As a result, if
factors change and we use different assumptions, our stock-based compensation expense could be materially different in the
future.
Supplies and Inventory
Supplies consists of materials and reagents consumed in the performance of testing services. Inventory consists of raw
materials consumed in the contract manufacturing process as well as finished and semi-finished components used in the
assembly of diagnostic kits related to product sales. Inventory is stated at the lower of cost or net realizable value on a weighted
average basis. We periodically analyze supply and inventory levels and expiration dates, and write down supply or inventory
that has become obsolete, that has a cost basis in excess of its net realizable value, or in excess of expected sales requirements
as cost of revenue. We record an allowance for excess or obsolete supplies and inventory using an estimate based on historical
trends and evaluation of near-term expirations.
Leases
We determine if an arrangement is, or contains, a lease at inception. Operating leases are included in right-of-use assets -
operating leases and operating lease liabilities in our consolidated balance sheets, representing our right to use an underlying
asset for the lease term and the obligation to make lease payments arising from the lease. Right-of-use, or ROU, assets and lease
liabilities are recognized at commencement based on the present value of lease payments over the lease term. We use our
incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease
payments. The ROU assets also includes any lease payments made and is adjusted for lease incentives. Lease terms may include
options to extend or terminate the lease which are recognized when it is reasonably certain that we will exercise that option.
Lease expense is recognized on a straight-line basis over the lease terms. Lease and non-lease components are accounted for as
a single lease component. Financing leases are immaterial and are included in property and equipment, net and other liabilities
in the consolidated balance sheets. Leases with terms of 12 months or less are not recorded on our balance sheet.
Foreign Currency Translation
The functional currency of our foreign subsidiary, Veracyte SAS, is the Euro. Assets and liabilities denominated in
foreign currencies are translated to U.S. dollars using the exchange rates at the balance sheet date. Foreign currency translation
adjustments are recorded as a component of accumulated other comprehensive income (loss) within stockholders’ equity.
Revenue and expenses from our foreign subsidiaries are translated using the monthly average exchange rates in effect during
the period in which the transactions occur. Foreign currency transaction gains and losses are recorded in other income (loss),
net, on the consolidated statements of operations.
Comprehensive Loss
Comprehensive loss is the change in stockholders’ equity from transactions and other events and circumstances other than
those resulting from investments by stockholders and distributions to stockholders. Our comprehensive loss includes our net
loss and gains and losses from the foreign currency translation of the assets and liabilities of our foreign subsidiaries.
72
Results of Operations
Comparison of the Years Ended December 31, 2023 and 2022 (in thousands of dollars, except percentages and test volume)
Revenue:
Testing revenue
Product revenue
Biopharmaceutical and other revenue
Total revenue
Operating expense:
Cost of testing revenue
Cost of product revenue
Cost of biopharmaceutical and other revenue
Research and development
Selling and marketing
General and administrative
Impairment of long-lived assets
Intangible asset amortization
Total operating expenses
Loss from operations
Other income, net
Loss before income tax benefit
Income tax (benefit) provision
Net loss
Other Operating Data:
Diagnostic tests reported
Product tests sold
Total test volume
Year Ended December 31,
2023
Change
%
2022
$ 326,542 $ 75,998
30 % $ 250,544
15,588
18,921
2,956
23 %
12,632
(14,439)
(43) %
33,360
361,051
64,515
22 % 296,536
88,913
8,666
15,324
57,305
101,490
86,229
68,349
20,570
13,596
846
18 %
75,317
11 %
7,820
(3,121)
(17) %
18,445
16,702
3,930
13,029
65,031
41 %
40,603
4 %
97,560
18 %
73,200
1,960 %
3,318
(784)
(4) %
21,354
446,846
109,229
32 % 337,617
(85,795)
(44,714)
(109) %
(41,081)
9,183
4,529
97 %
4,654
(76,612)
(40,185)
110 %
(36,427)
(2,208)
(2,341)
(1,760) %
133
$ (74,404) $ (37,844)
(104) % $ (36,560)
115,785
11,192
126,977
22,445
2,008
24,453
24 %
93,340
22 %
9,184
24 % 102,524
Depreciation and amortization expense
Stock-based compensation expense
$ 27,188 $
$ 33,489 $
1,260
6,033
5 % $ 25,928
22 % $ 27,456
Revenue
Revenue increased $64.5 million, or 22%, for the year ended December 31, 2023 compared to 2022. This was primarily
due to a $76.0 million increase in testing revenue driven by a 24% volume increase, partially offset by a $14.4 million decrease
in our Biopharmaceutical and other revenue. Testing revenue and volume reported for the year ended December 31, 2023
increased primarily due to Afirma and Decipher Prostate tests as well as a $7.0 million impact from improved cash collections
compared to the prior year. Product revenue increased $3.0 million for the year ended December 31, 2023 compared to 2022,
driven primarily by product tests kits sold. Biopharmaceutical and other revenue decreased by $14.4 million for the year ended
December 31, 2023 driven primarily by the reduction of customer projects given overall spending constraints across the
industry.
Comparison of revenue for the years ended December 31, 2022 and 2021 is included in Item 8 of Part II of the Annual
Report on Form 10-K filed with the Securities and Exchange Commission dated March 1, 2023.
73
Cost of revenue
Comparison of the years ended December 31, 2023 and 2022 was as follows (in thousands of dollars, except
percentages):
Cost of testing revenue:
Laboratory expense
Sample collection expense
Compensation expense
License fees and royalties
Depreciation and amortization
Other expenses
Allocations
Total
Cost of product revenue:
Product costs
License fees and royalties
Depreciation and amortization
Other expenses
Allocations
Total
Cost of biopharmaceutical and other revenue:
Compensation expense
License fees and royalties
Depreciation and amortization
Other expenses
Allocations
Total
Year Ended December 31,
2023
Change
%
2022
$ 46,876 $
10,814
18,534
90
1,521
3,946
7,132
9,374
1,181
1,516
15
274
(134)
1,370
25 % $ 37,502
12 %
9,633
9 %
17,018
20 %
22 %
(3) %
24 %
75
1,247
4,080
5,762
$ 88,913 $ 13,596
18 % $ 75,317
$
6,362 $
1,242
316
586
160
$
8,666 $
483
153
165
(34)
79
846
8 % $
14 %
109 %
(5) %
98 %
5,879
1,089
151
620
81
11 % $
7,820
$
7,747 $
(1,188)
(13) % $
8,935
(2)
347
5,267
1,965
(172)
(53)
(3,465)
1,757
(101) %
(13) %
(40) %
845 %
170
400
8,732
208
$ 15,324 $
(3,121)
(17) % $ 18,445
Cost of testing revenue increased $13.6 million, or 18.1%, for the year ended December 31, 2023 compared to 2022. The
increase in cost of testing revenue is due to increased volume in testing, primarily related to Afirma and Decipher Prostate.
Cost of product revenue is related to sales of Prosigna and nCounter Analysis Systems. Cost of product revenue increased
$0.8 million, or 11%, for the year ended December 31, 2023 compared to the same period in 2022, driven by increased product
test volume.
Cost of biopharmaceutical and other revenue includes labor costs incurred by our employees working on customer
projects and laboratory supplies and pass-through expenses incurred on these projects. Cost of biopharmaceutical and other
revenue decreased by $3.1 million driven by reductions of variable expenses related to projects.
Comparison of cost of revenue for the years ended December 31, 2022 and 2021 are included in Item 8 of Part II of the
Annual Report on Form 10-K filed with the Securities and Exchange Commission dated March 1, 2023.
74
Research and development
Comparison of the years ended December 31, 2023 and 2022 was as follows (in thousands of dollars, except
percentages):
Research and development expense
Compensation expense
Direct research and development expense
Depreciation and amortization
Other expenses
Allocations
Total
Year Ended December 31,
2023
Change
%
2022
$ 29,180 $
12,918
939
9,341
4,927
1,797
7,243
415
5,195
2,052
7 % $ 27,383
5,675
128 %
79 %
125 %
71 %
524
4,146
2,875
$ 57,305 $ 16,702
41 % $ 40,603
Research and development expense increased $16.7 million, or 41%, for the year ended December 31, 2023 compared to
2022. The increase in compensation expense was primarily due to annual merit compensation increases. The increase in direct
research and development expense was primarily related to our on-going clinical studies including, but not limited to, furthering
the support and clinical utility evidence of our Percepta Nasal Swab test and urology products. The increase in other expenses
was primarily driven by increased support in developing our IVD strategy including a one-time technology access fee of
$3.5 million dollars to develop our IVD kitted tests on the Illumina NextSeqDx sequencing platform.
Comparison of research and development expense for the years ended December 31, 2022 and 2021 are included in Item
8 of Part II of the Annual Report on Form 10-K filed with the Securities and Exchange Commission dated March 1, 2023.
Selling and marketing
Comparison of the years ended December 31, 2023 and 2022 was as follows (in thousands of dollars, except
percentages):
Selling and marketing expense:
Compensation expense
Direct marketing expense
Other expenses
Allocations
Total
Year Ended December 31,
2023
Change
%
2022
$ 74,886 $
2,628
4 % $ 72,258
5,422
14,584
6,598
(716)
(12) %
6,138
1,099
919
8 %
13,485
16 %
5,679
$ 101,490 $
3,930
4 % $ 97,560
Selling and marketing expense increased $3.9 million, or 4%, for the year ended December 31, 2023 compared to 2022.
The increase in compensation expense was primarily due to additional employees hired and related higher commissions to
support the growth of Afirma and Decipher test volume. The increase in other expenses was primarily due to increased travel
and entertainment to also support growth of Afirma and the Decipher test volume. The increases were partially offset by
reduced expenses related to Immunoscore and Percepta support.
Comparison of selling and marketing expense for the years ended December 31, 2022 and 2021 are included in Item 8 of
Part II of the Annual Report on Form 10-K filed with the Securities and Exchange Commission dated March 1, 2023.
75
General and administrative
Comparison of the years ended December 31, 2023 and 2022 was as follows (in thousands of dollars, except
percentages):
General and administrative expense:
Compensation expense
Occupancy costs
Depreciation and amortization
Other expenses
Allocations
Total
Year Ended December 31,
2023
Change
%
2022
$ 63,769 $ 12,412
24 % $ 51,357
8,112
3,487
31,643
2,296
1,242
3,256
39 %
55 %
5,816
2,245
11 %
28,387
(20,782)
(6,177)
42 %
(14,605)
$ 86,229 $ 13,029
18 % $ 73,200
General and administrative expense increased $13.0 million, or 18%, for the year ended December 31, 2023 compared to
2022. Compensation expense primarily increased due to $8.0 million in incremental functional headcount and variable
compensation plan spend along with a $2.7 million increase in stock-based compensation, inclusive of $1.4 million of stock-
based compensation expense related to the departure of our former executive chair in June 2023. Occupancy costs increased due
to our San Diego facilities expansion while other expenses increased due to infrastructure buildout and expenses related to the
C2i acquisition. These were partially offset by the $5.5 million impact from a revaluation of contingent consideration in relation
to our IVD strategy expansion. General and administrative expenses related to occupancy costs and information technology
costs are allocated monthly to general and administrative expense, selling and marketing expense, research and development
expense, and cost of revenue based on the headcount and employee location.
Comparison of general and administrative expense for the years ended December 31, 2022 and 2021 are included in Item
8 of Part II of the Annual Report on Form 10-K filed with the Securities and Exchange Commission dated March 1, 2023.
Impairment of long-lived assets
During 2023, we moved to adopt a multi-platform IVD strategy that will enable us to more rapidly reach more patients
globally with our tests. As a result, we reviewed our long-lived assets for impairment and recorded a $34.9 million impairment
charge associated with the nCounter Dx license finite-lived intangible asset in the year ended December 31, 2023. In addition,
during 2023, due to a significant change in the business environment, we recorded a $32.0 million impairment charge
associated with HalioDx biopharmaceutical services developed technology, customer relationships and customer backlog finite-
lived intangible assets. Impairment of long-lived assets for the year ended December 31, 2023 also includes $1.4 million of
impairment of right-of-use and fixed assets in relation to exiting our Richmond facility.
During 2022, we decided to cease commercialization efforts related to our stand-alone Immunoscore Colon Dx
commercial offering. As a result, we reviewed our long-lived assets for impairment and recorded a $3.3 million impairment
charge associated with our HalioDx Immunoscore Colon Dx developed technology finite-lived intangible asset for the year
ended December 31, 2022.
Other income, net
Other income, net, increased $4.5 million for the year ended December 31, 2023 compared to 2022, primarily due to an
increase of $5.4 million of interest and dividend income partially offset by a decrease of $1.9 million related to reserves
established for the French research tax credit receivable and revisions to the current year estimate.
Comparison of Other income, net, for the years ended December 31, 2022 and 2021 are included in Item 8 of Part II of the
Annual Report on Form 10-K filed with the Securities and Exchange Commission dated March 1, 2023.
76
Liquidity and Capital Resources
From inception through December 31, 2023, we have been financed primarily through net proceeds from the sale of our
equity securities. We have incurred net losses since our inception. For the years ended December 31, 2023, 2022 and 2021, we
had net losses of $74.4 million, $36.6 million and $75.6 million, respectively, and we expect to incur additional losses in 2024
and potentially in future years. As of December 31, 2023, we had an accumulated deficit of $468.1 million.
We believe our existing cash and cash equivalents of $216.5 million as of December 31, 2023, and cash flows generated
by our revenue during the next 12 months will be sufficient to meet our anticipated cash requirements for at least the next 12
months. We expect that our near- and longer-term liquidity requirements will continue to consist of costs to run our
laboratories, research and development expenses, selling and marketing expenses, general and administrative expenses, working
capital, capital expenditures, lease obligations, potential milestones associated with the C2i acquisition and general corporate
expenses associated with the growth of our business. However, we may also use cash to acquire or invest in complementary
businesses, technologies, services or products that would change our cash requirements. If we are not able to generate cash
flows from our revenue to finance our cash requirements, we will need to finance future cash needs primarily through public or
private equity offerings, debt financings, borrowings or strategic collaborations or licensing arrangements. If we raise funds by
issuing equity securities, dilution to stockholders could result. Any equity securities issued also may provide for rights,
preferences or privileges senior to those of holders of our common stock. The terms of debt securities issued or borrowings
could impose significant restrictions on our operations. The incurrence of indebtedness or the issuance of certain equity
securities could result in increased fixed payment obligations and could also result in restrictive covenants, such as limitations
on our ability to incur additional debt or issue additional equity, limitations on our ability to acquire or license intellectual
property rights, restrictions on our cash and other operating restrictions that could adversely affect our ability to conduct our
business. In addition, the issuance of additional equity securities by us, or the possibility of such issuance, may cause the market
price of our common stock to decline. In the event that we enter into collaborations or licensing arrangements to raise capital,
we may be required to accept unfavorable terms. These agreements may require that we relinquish or license to a third-party on
unfavorable terms our rights to technologies or product candidates that we otherwise would seek to develop or commercialize
ourselves, or reserve certain opportunities for future potential arrangements when we might be able to achieve more favorable
terms. If we are not able to secure additional funding when needed, we may have to delay, reduce the scope of or eliminate one
or more research and development programs or selling and marketing initiatives, or forgo potential acquisitions or investments.
In addition, we may have to work with a partner on one or more of our products or development programs, which could lower
the economic value of those programs to us. Moreover, any instability in the global banking system may impact liquidity both
in the short term and long term and may result in adverse impacts to our or our customers’ business, including in our customers’
ability to pay for our products.
Public Offering of Common Stock
In February 2021, we issued and sold 8,547,297 shares of common stock in a registered public offering, including
1,114,864 shares issued and sold upon the underwriters’ exercise in full of their option to purchase additional shares, at a price
to the public of $74.00 per share. Our net proceeds from the offering were approximately $593.8 million, after deducting
underwriting discounts and commissions and offering expenses of $38.7 million.
Operating Leases
We lease office and laboratory facilities in South San Francisco and San Diego, California; Austin, Texas; Marseille,
France; and Richmond, Virginia, and lease certain equipment under various non-cancelable lease agreements. The lease terms
extend to January 2029 and contain extension of lease term and expansion options. As of December 31, 2023, the leases have a
weighted average remaining lease term of 2.7 years and total future minimum lease payments of $14.0 million.
As of December 31, 2023, Veracyte SAS has signed a lease agreement for facilities which will be constructed in
Marseille, France. The lease will commence upon completion of the construction of the office building at which time we will
record a lease liability and a corresponding right-of-use asset. The initial term of the lease will be twelve years with annual rent
of approximately $1.3 million, which is subject to change based on final construction.
77
Supplies Purchase Commitments
We had non-cancelable purchase commitments with suppliers to purchase a minimum quantity of supplies for
approximately $19.4 million at December 31, 2023.
Acquisition-Related Contingent Consideration
As part of our agreement to acquire the exclusive global diagnostic license to the nCounter Analysis System, we may pay
up to an additional $10.0 million in cash, contingent upon first achievement or occurrence, by or on behalf of Veracyte, of the
commercial launch of the first, second and third diagnostic tests for use on the nCounter multiplex analysis system. As of
December 31, 2023, the achievement of one of the milestones is forecasted to occur within the next 12 months, requiring
payments totaling $3.5 million.
HalioDx Acquisition-Related Payments
In connection with the HalioDx Acquisition, 11,031 unvested HalioDx free ordinary share awards, or free shares, were
modified to provide us the right to purchase the vested free shares (call option) from the holders and the holders the right to sell
the vested free shares to us (put option) from time to time through late 2023. As a result of the call and put options, the free
shares are liability classified. Additionally, in connection with the HalioDx Acquisition, all of HalioDx's equity-classified
options that were outstanding prior to the HalioDx Acquisition were terminated and cancelled at the acquisition date. We
committed to pay cash consideration of $1.5 million to holders of unvested options on the date the employee satisfies the
original service requirement.
As part of the agreement, we held back $16.8 million of the cash consideration, or the holdback. Fifty percent of the
holdback was placed in escrow on the founders' behalf on the first anniversary of the closing date and the remainder was paid
directly to the founders who remained employed with Veracyte on the second anniversary.
As of December 31, 2023, there were no remaining amounts for these HalioDx related items to be paid.
Cash Flows
The following table summarizes our cash flows for the years ended December 31, 2023, 2022 and 2021 (in thousands of
dollars):
Years Ended December 31,
2022
2021
2023
Net cash provided by (used in) operating activities
Net cash provided by (used in) investing activities
Net cash provided by financing activities
Cash Flows from Operating Activities
$
44,222 $
7,535 $
(31,621)
15,112
2,837
(29,387)
(739,206)
3,494
596,320
Cash provided by operating activities for the year ended December 31, 2023 was $44.2 million. The net loss of
$74.4 million includes non-cash charges of $68.3 million tied to the impairment of long-lived assets, $33.1 million of stock-
based compensation expense, $27.2 million of depreciation and amortization, including $20.6 million of intangible asset
amortization, $5.4 million from the revaluation of contingent consideration, and noncash lease expense of $4.2 million. Cash
used as a result of changes in operating assets and liabilities was $4.2 million, primarily comprising a decrease in operating
lease liability of $4.3 million, an increase in supplies and inventory of $1.7 million, a decrease in accrued liabilities of
$0.7 million, an increase in prepaid expense and other current assets of $0.5 million, and an increase in other assets of
$0.8 million, partially offset by a decrease in accounts receivable of $3.9 million.
Cash provided by operating activities for the year ended December 31, 2022 was $7.5 million. The net loss of
$36.6 million includes non-cash charges of $26.7 million of stock-based compensation expense, $25.9 million of depreciation
and amortization, including $21.4 million of intangible asset amortization, $3.3 million of impairment of intangible asset,
78
noncash lease expense of $3.3 million, and $0.5 million of foreign currency loss. Cash used as a result of changes in operating
assets and liabilities was $16.4 million, primarily comprising an increase in accounts receivable of $4.5 million, a decrease in
accrued liabilities of $3.9 million, a decrease in operating lease liability of $3.4 million, an increase in supplies and inventory of
$3.0 million, and an increase in other assets of $3.0 million, partially offset by a decrease in prepaid expense and other current
assets of $1.4 million.
Cash used in operating activities for the year ended December 31, 2021 was $31.6 million. The net loss of $75.6 million
includes non-cash charges of $22.5 million of stock-based compensation expense, $19.6 million of depreciation and
amortization, including $16.0 million of intangible asset amortization, $6.3 million of deferred income taxes, noncash lease
expense of $1.6 million, $1.2 million of foreign currency loss, and a $0.8 million expense for the revaluation of the contingent
consideration related to the NanoString transaction. Cash provided by changes in operating assets and liabilities was $4.2
million, primarily comprised of an increase in accrued liabilities of $14.4 million and an increase in accounts payable of $5.2
million, partially offset by an increase in accounts receivable of $8.6 million, an increase in prepaid expense and other current
assets of $3.3 million, an increase in supplies of $1.5 million and a decrease in operating lease liability of $1.8 million.
Cash Flows from Investing Activities
Cash provided by investing activities for the year ended December 31, 2023 was $15.1 million consisting of $25.1 million
from the purchase and maturity of short-term investments, offset by $10.0 million used in the acquisition of property and
equipment.
Cash used in investing activities for the year ended December 31, 2022 was $29.4 million for the purchase and maturity of
short-term investments and acquisition of property and equipment.
Cash used in investing activities for the year ended December 31, 2021 was $739.2 million consisting of $574.4 million
for the acquisition of Decipher Biosciences, $162.4 million for the acquisition of HalioDx and $5.4 million for the acquisition
of property and equipment partially offset by $3.0 million of proceeds from the sale of an equity investment.
Cash Flows from Financing Activities
Cash provided by financing activities for the year ended December 31, 2023 was $2.8 million, consisting of $9.6 million
in proceeds from the exercise of options to purchase our common stock and purchase of stock under our Employee Stock
Purchase Plan, or ESPP, partially offset by $6.7 million in tax payments during the period related to the vesting of restricted
stock units granted to employees.
Cash provided by financing activities for the year ended December 31, 2022 was $3.5 million, consisting of $7.9 million
in proceeds from the exercise of options to purchase our common stock and purchase of stock under our ESPP partially offset
by $3.2 million in tax payments during the period related to the vesting of restricted stock units granted to employees and
$1.3 million in payment of long-term debt.
Cash provided by financing activities for the year ended December 31, 2021 was $596.3 million, consisting of
$593.8 million in net proceeds from the issuance of common stock in a public offering in February 2021, $11.5 million in
proceeds from the exercise of options to purchase our common stock and purchase of stock under our ESPP partially offset by
$9.0 million in tax payments during the period related to the vesting of restricted stock units granted to employees.
Recent Accounting Pronouncements
Recently adopted accounting pronouncements
In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets
and Contract Liabilities from Contracts with Customers, which requires entities to recognize and measure contract assets and
contract liabilities acquired in a business combination in accordance with ASC 2014-09, Revenue from Contracts with
Customers (Topic 606). The update will generally result in an entity recognizing contract assets and contract liabilities at
amounts consistent with those recorded by the acquiree immediately before the acquisition date rather than at fair value. The
new standard is effective on a prospective basis for fiscal years beginning after December 15, 2022, with early adoption
79
permitted. We adopted this guidance in 2023 and such adoption had no material impact on our consolidated financial statements
and related disclosures.
Recently issued accounting pronouncements not yet adopted
In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures (Topic 740). The
update requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional
information on income taxes paid. This ASU is effective on a prospective basis for annual periods beginning after December
15, 2024. Early adoption is also permitted for annual financial statements that have not yet been issued or made available for
issuance. We expect this ASU will result in the required additional disclosures being included in our consolidated financial
statements, once adopted.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Interest Rate Risk
We are exposed to market risks in the ordinary course of our business. These risks primarily relate to interest rates. We
had cash and cash equivalents of $216.5 million as of December 31, 2023 which consisted of bank deposits and money market
funds. Such interest-bearing instruments carry a degree of risk; however, As of December 31, 2023, a hypothetical 10% change
in interest rates would not have had a material impact on our consolidated financial statements.
Foreign Currency Risk
As of December 31, 2023, we held $4.1 million of bank deposits denominated in Euros. Such Euro denominated deposits
carry a degree of risk from changes in currency exchange rates as the gains or losses from changes in exchange rates are
included in our net loss and comprehensive loss. As of December 31, 2023 a hypothetical 10% appreciation or depreciation of
the U.S. dollar relative to the Euro would not have had a material impact on our consolidated financial statements.
Inflation Risk
We are facing inflation headwinds in compensation, travel, supply and inventory costs, however we do not believe that
inflation has had a material effect on our business, financial condition, or operating results to date.
80
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Veracyte, Inc.
Index to Consolidated Financial Statements
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID: 42)
Consolidated Balance Sheets as of December 31, 2023 and 2022
Consolidated Statements of Operations for the Years Ended December 31, 2023, 2022, and 2021
Consolidated Statements of Comprehensive Loss for the Years Ended December 31, 2023, 2022, and 2021
Consolidated Statements of Stockholders' Equity for the Years Ended December 31, 2023, 2022, and 2021
Consolidated Statements of Cash Flows for the Years Ended December 31, 2023, 2022, and 2021
Notes to Consolidated Financial Statements
Page No.
82
84
85
86
87
88
90
81
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of Veracyte, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Veracyte, Inc. (the Company) as of December 31, 2023 and
2022, the related consolidated statements of operations, comprehensive loss, stockholders' equity and cash flows for each of the
three years in the period ended December 31, 2023, and the related notes (collectively referred to as the “consolidated financial
statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position
of the Company at December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years
in the period ended December 31, 2023, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in
Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission
(2013 framework), and our report dated February 29, 2024 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on
the Company’s financial statements based on our audits. We are a public accounting firm registered with the 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
audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to
error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the 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 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 financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that
was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that
are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The
communication of the critical audit matter 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.
82
Description of the Matter During the year ended December 31, 2023, the Company’s revenue from testing was
Revenue from testing
How We Addressed the
Matter in Our Audit
approximately $326.5 million. As discussed in Note 2, the Company’s testing revenue
is recognized upon the delivery of test results to the physician. As most tests requested
by customers are sold based on a physician requisition form without further written
terms and conditions, the Company determined an implied contract exists with its
customers and estimates variable consideration to be received for the services.
Management estimates variable consideration based on historical reimbursement data
from third-party commercial and governmental payers and patients, as well as known
or anticipated reimbursement trends not reflected in historical data.
Auditing the Company’s estimate of total consideration expected to be received for the
tests is complex and requires significant judgment to evaluate management’s estimate
of payments to be received for the tests. The Company also considers whether
historical collections per test are indicative of future collections or if there are any
current or expected developments or changes that could affect reimbursement rates,
which is an estimate that requires significant judgment by the Company.
We obtained an understanding, evaluated the design, and tested the operating
effectiveness of controls relating to the measurement of revenue based on estimating
variable consideration. This included testing controls relating to management’s review
of significant assumptions described above and inputs used in the determination of the
estimated amount that would be collected for tests performed during the period. We
also tested controls over the current and historical data used by management in
determining this estimate, including the completeness and accuracy of the data.
Our audit procedures included, among others, evaluating the methodology used,
understanding and testing the significant assumptions discussed above, and testing the
underlying data used by the Company (including the completeness and accuracy of
historical data). We compared the significant assumptions and inputs used by
management to the Company’s third party payer collection trends and other relevant
factors. We tested historical cash receipts from payers by test type used in the estimate
by agreeing selections to supporting documentation such as physician requisition, cash
collected, and proof of delivery, as applicable. We also assessed and tested
management’s review of differences between prior period reimbursement rates and
actual cash collections and how those differences were factored into management’s
estimate of current period reimbursement rates.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2014.
San Diego, California
February 29, 2024
83
VERACYTE, INC.
Consolidated Balance Sheets
(in thousands, except share and par value amounts)
Assets
Current assets:
Cash and cash equivalents
Short-term investments
Accounts receivable
Supplies and inventory
Prepaid expenses and other current assets
Total current assets
Property, plant and equipment, net
Right-of-use assets, operating leases
Intangible assets, net
Goodwill
Restricted cash
Other assets
Total assets
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable
Accrued liabilities
Current portion of deferred revenue
Current portion of acquisition-related contingent consideration
Current portion of operating lease liabilities
Current portion of other liabilities
Total current liabilities
Deferred tax liability
Acquisition-related contingent consideration, net of current portion
Operating lease liabilities, net of current portion
Other liabilities
Total liabilities
Commitments and contingencies
Stockholders' equity:
Preferred stock, $0.001 par value; 5,000,000 shares authorized, no shares issued and outstanding as of
December 31, 2023 and 2022
Common stock, $0.001 par value; 125,000,000 shares authorized, 73,264,738 and 71,959,454 shares
issued and outstanding as of December 31, 2023 and 2022, respectively
Additional paid-in capital
Accumulated deficit
Accumulated other comprehensive loss
Total stockholders' equity
Total liabilities and stockholders' equity
$
$
$
As of December 31,
2023
2022
216,454 $
—
40,378
16,128
12,661
285,621
20,584
10,277
88,593
702,984
876
5,971
1,114,906 $
154,247
24,605
44,021
14,294
11,469
248,636
17,702
13,160
174,866
695,891
749
5,418
1,156,422
12,943 $
38,427
2,008
2,657
5,105
101
61,241
734
518
7,525
786
70,804
11,911
37,774
2,613
6,060
4,070
186
62,614
4,531
2,498
10,648
931
81,222
—
—
73
1,536,168
(468,121)
(24,018)
1,044,102
1,114,906 $
72
1,500,191
(393,717)
(31,346)
1,075,200
1,156,422
$
The accompanying notes are an integral part of these consolidated financial statements.
84
VERACYTE, INC.
Consolidated Statements of Operations
(in thousands, except share and per share amounts)
Revenue:
Testing revenue
Product revenue
Biopharmaceutical and other revenue
Total revenue
Operating expenses:
Cost of testing revenue
Cost of product revenue
Cost of biopharmaceutical and other revenue
Research and development
Selling and marketing
General and administrative
Impairment of long-lived assets
Intangible asset amortization
Total operating expenses
Loss from operations
Other income, net
Loss before income tax benefit
Income tax (benefit) provision
Net loss
Net loss per common share, basic and diluted
Year Ended December 31,
2023
2022
2021
$
326,542 $
250,544 $
188,182
15,588
18,921
361,051
88,913
8,666
15,324
57,305
101,490
86,229
68,349
20,570
12,632
33,360
296,536
75,317
7,820
18,445
40,603
97,560
73,200
3,318
21,354
446,846
337,617
11,464
19,868
219,514
58,860
5,887
9,653
29,843
79,840
101,353
—
15,981
301,417
(85,795)
(41,081)
(81,903)
9,183
4,654
(76,612)
(36,427)
(2,208)
133
254
(81,649)
(6,086)
$
$
(74,404) $
(36,560) $
(75,563)
(1.02) $
(0.51) $
(1.11)
Shares used to compute net loss per common share, basic and diluted
72,644,487
71,549,204
67,890,328
The accompanying notes are an integral part of these consolidated financial statements.
85
VERACYTE, INC.
Consolidated Statements of Comprehensive Loss
(in thousands)
Net loss
Other comprehensive income (loss):
Year Ended December 31,
2023
2022
2021
$
(74,404) $
(36,560) $
(75,563)
Change in currency translation adjustments
7,328
(16,263)
(15,083)
Net comprehensive loss
$
(67,076) $
(52,823) $
(90,646)
The accompanying notes are an integral part of these consolidated financial statements.
86
VERACYTE, INC.
Consolidated Statements of Stockholders' Equity
(in thousands)
Balance at December 31, 2020
58,201 $
58 $
702,768 $
(281,594) $
— $
421,232
Common Stock
Shares
Amount
Additional
Paid-in
Capital
Accumulated
Deficit
Accumulated
Other
Comprehensive
Loss
Total
Stockholders'
Equity
Sale of common stock in a public offering, net of
offering costs of $38,677
Issuance of common stock for acquisition
Issuance of common stock on exercise of stock options
and vesting of restricted stock units
Issuance of common stock under employee stock
purchase plan (ESPP)
Tax portion of vested restricted stock units
Stock-based compensation expense (employee)
Stock-based compensation expense (non-employee)
Stock-based compensation expense (ESPP)
Net loss
Comprehensive loss
8,547
3,347
947
81
—
—
—
—
—
—
Balance at December 31, 2021
71,123
Issuance of common stock on exercise of stock options
and vesting of restricted stock units
Issuance of common stock under ESPP
Tax portion of vested restricted stock units
Stock-based compensation expense (employee)
Stock-based compensation expense (non-employee)
Stock-based compensation expense (ESPP)
Net loss
Comprehensive loss
Balance at December 31, 2022
Issuance of common stock on exercise of stock options
and vesting of restricted stock units
Issuance of common stock under ESPP
Tax portion of vested restricted stock units
Stock-based compensation expense (employee)
Stock-based compensation expense (ESPP)
Net loss
Comprehensive income
Balance at December 31, 2023
681
155
—
—
—
—
—
—
71,959
1,160
146
—
—
—
—
—
9
3
1
—
—
—
—
—
—
—
71
1
—
—
—
—
—
—
—
72
1
—
—
—
—
—
—
593,812
147,086
9,174
2,353
(9,029)
20,795
61
1,663
—
—
—
—
—
—
—
—
—
—
(75,563)
—
1,468,683
(357,157)
4,193
3,748
(3,167)
24,781
11
1,942
—
—
—
—
—
—
—
—
(36,560)
—
1,500,191
(393,717)
6,424
3,153
(6,741)
31,494
1,647
—
—
—
—
—
—
—
(74,404)
—
—
—
—
—
—
—
—
—
—
(15,083)
(15,083)
—
—
—
—
—
—
—
(16,263)
(31,346)
—
—
—
—
—
—
7,328
593,821
147,089
9,175
2,353
(9,029)
20,795
61
1,663
(75,563)
(15,083)
1,096,514
4,194
3,748
(3,167)
24,781
11
1,942
(36,560)
(16,263)
1,075,200
6,425
3,153
(6,741)
31,494
1,647
(74,404)
7,328
73,265 $
73 $ 1,536,168 $
(468,121) $
(24,018) $
1,044,102
The accompanying notes are an integral part of these consolidated financial statements.
87
VERACYTE, INC.
Consolidated Statements of Cash Flows
(in thousands of dollars)
Year Ended December 31,
2023
2022
2021
$
(74,404) $
(36,560) $
(75,563)
27,188
271
33,141
(3,839)
—
4,158
(5,383)
68,349
(1,096)
3,887
(1,694)
(458)
(758)
(4,330)
(134)
(676)
44,222
(19,700)
39,773
5,000
—
—
—
(9,961)
15,112
—
—
(6,741)
9,578
2,837
62,171
163
62,334
154,996
25,928
206
26,734
133
161
3,320
154
3,318
522
(4,495)
(3,011)
1,390
(3,049)
(3,448)
152
(3,920)
7,535
(33,519)
—
12,681
—
—
—
(8,549)
(29,387)
—
(1,281)
(3,167)
7,942
3,494
(18,358)
(592)
(18,950)
173,946
217,330
$
154,996
$
19,593
—
22,519
(6,258)
216
1,632
810
—
1,211
(8,571)
(1,464)
(3,316)
(216)
(1,794)
5,155
14,425
(31,621)
—
—
—
(574,411)
(162,419)
3,000
(5,376)
(739,206)
593,821
—
(9,029)
11,528
596,320
(174,507)
(1,514)
(176,021)
349,967
173,946
—
$
966
—
1,697
$
—
—
147,089
392
9
570
9
112
Operating activities
Net loss
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization
Loss on disposal of property and equipment
Stock-based compensation
Deferred income taxes
Interest on end-of-term debt obligation
Noncash lease expense
Revaluation of acquisition-related contingent consideration
Impairment loss
Effect of foreign currency on operations
Changes in operating assets and liabilities:
Accounts receivable
Supplies and inventory
Prepaid expenses and other current assets
Other assets
Operating lease liability
Accounts payable
Accrued liabilities and deferred revenue
Net cash provided by (used in) operating activities
Investing activities
Purchase of short-term investments
Proceeds from sale of short-term investments
Proceeds from maturity of short-term investments
Acquisition of Decipher Biosciences, net of cash acquired
Acquisition of HalioDx, net of cash acquired
Proceeds from sale of equity securities
Purchases of property, plant and equipment
Net cash provided by (used in) investing activities
Financing activities
Proceeds from issuance of common stock in a public offering, net of issuance costs
Payment of long-term debt
Payment of taxes on vested restricted stock units
Proceeds from the exercise of common stock options and employee stock purchases
Net cash provided by financing activities
Increase (decrease) in cash, cash equivalents and restricted cash
Effect of foreign currency on cash, cash equivalents and restricted cash
Net increase (decrease) in cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash at beginning of year
Cash, cash equivalents and restricted cash at end of year
Supplementary cash flow information of non-cash investing and financing activities:
Shares issued for purchase consideration for a business combination
Purchases of property and equipment included in accounts payable and accrued liabilities
Supplementary cash flow information:
Cash paid for interest on debt
Cash paid for tax
$
$
88
Cash, Cash Equivalents and Restricted Cash:
Cash and cash equivalents
Restricted cash
Total cash, cash equivalents and restricted cash
December 31,
2023
2022
2021
$
$
216,454 $
154,247
$
173,197
876
749
749
217,330 $
154,996
$
173,946
The accompanying notes are an integral part of these consolidated financial statements.
89
VERACYTE, INC.
Notes to Consolidated Financial Statements
1. Organization and Description of Business
Veracyte, Inc., or Veracyte, or the Company, is a global diagnostics company that provides clinicians with tests to
diagnose cancer. Veracyte's tests are used by clinicians for diagnostic, prognostic and treatment decisions.
Veracyte was incorporated in the state of Delaware on August 15, 2006, as Calderome, Inc. Calderome operated as an
incubator until early 2008. On March 4, 2008, the Company changed its name to Veracyte, Inc. The Company’s headquarters
are in South San Francisco, California, and it also has operations in San Diego, California; Austin, Texas; and Marseille,
France. In March 2021, the Company acquired Decipher Biosciences and, in August 2021, the Company acquired HalioDx
SAS and HalioDx Inc., historically a wholly owned subsidiary of HalioDx SAS.
The Company currently offers tests in thyroid cancer (Afirma); prostate cancer (Decipher Prostate); breast cancer
(Prosigna); bladder cancer (Decipher Bladder); and interstitial lung diseases (Envisia). The Company’s Percepta Nasal Swab
test is being run in its CLIA lab in support of clinical studies and its test for lymphoma is in development as a companion
diagnostic.
The Company serves global markets with two complementary models. In the United States, it offers laboratory developed
tests, or LDTs, through its centralized, Clinical Laboratory Improvement Amendments of 1988, or CLIA, certified laboratories
in South San Francisco and San Diego, California, supported by its cytopathology expertise in Austin, Texas. Additionally,
primarily outside of the United States, the Company provides its Prosigna test to patients through distribution to laboratories
and hospitals that can perform the tests locally as an IVD test that runs on the nCounter Analysis System.
In February 2024, the Company acquired C2i Genomics, Inc., or C2i, a minimal residual disease, or MRD, detection
company. Refer to Note 13 Subsequent Event for additional information.
2. Summary of Significant Accounting Policies
Basis of Presentation
The Company's consolidated financial statements have been prepared in accordance with accounting principles generally
accepted in the United States, or U.S. GAAP. The consolidated financial statements include the accounts of the Company and
its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.
Reclassifications
Certain prior period balances have been reclassified to conform to current period presentation of the Company’s
consolidated financial statements and accompanying notes. Such reclassifications have no effect on previously reported results
of operations, accumulated deficit, subtotals of operating, investing or financing cash flows or consolidated balance sheet totals;
however, for the year ended December 31, 2022, the Company reclassified $3.3 million of impairment of long-lived assets from
the general and administrative expense caption in the consolidated statements of operations.
Use of Estimates
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities as of
the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period.
Significant items subject to such estimates include: revenue recognition; the useful lives of property, plant and equipment; the
recoverability of long-lived assets; the incremental borrowing rates for leases; accounting for acquisitions; the estimation of the
fair value of intangible assets and contingent consideration; stock based compensation; income tax uncertainties, including a
valuation allowance for deferred tax assets; credit related losses on investments; and allowance for credit losses and
contingencies. The Company bases these estimates on historical and anticipated results, trends, and various other assumptions
that the Company believes are reasonable under the circumstances, including assumptions as to future events. These estimates
90
VERACYTE, INC.
Notes to Consolidated Financial Statements (Continued)
form the basis for making judgments about the carrying values of assets and liabilities and recorded revenue and expenses that
are not readily apparent from other sources. Actual results could differ from those estimates and assumptions.
Liquidity
The Company has incurred net losses since its inception and as of December 31, 2023, the Company had an accumulated
deficit of $468.1 million. The Company believes its cash and cash equivalents of $216.5 million as of December 31, 2023, and
its revenue from sales in 2024 will be sufficient to meet its anticipated cash requirements through at least February 2025.
Concentrations of Credit Risk and Other Risks and Uncertainties
The majority of the Company’s cash and cash equivalents are deposited with two major financial institutions in the United
States. Deposits in these institutions may exceed the amount of insurance provided on such deposits. The Company has not
realized any losses on its deposits of cash and cash equivalents other than exchange rate losses related to foreign currency
denominated accounts.
Several of the components of the Company's sample collection kits and test reagents, and the nCounter Analysis system
and related diagnostic kits, are obtained from single-source suppliers. If these single-source suppliers fail to satisfy the
Company's requirements on a timely basis, or are unable to provide the Company with reagents that perform to specifications,
the Company could suffer delays in being able to deliver its diagnostic solutions, suffer a possible loss of revenue, or incur
higher costs, any of which could adversely affect its operating results.
Through December 31, 2023, the Company has derived most of its revenue from the sale of Decipher and Afirma testing.
To date, Decipher and Afirma testing have been delivered primarily to physicians in the United States.
The Company is also subject to credit risk from its accounts receivable related to its sales. Credit risk for accounts
receivable from testing revenue is incorporated in testing revenue accrual rates as the Company assesses historical collection
rates and current developments to determine accrual rates and amounts the Company will ultimately collect. The Company
generally does not perform evaluations of customers’ financial condition for testing revenue and generally does not require
collateral. The Company assesses credit risk and the amount of accounts receivable the Company will ultimately collect for
product, biopharmaceutical and other revenue based on collection history, current developments and credit worthiness of the
customer. The estimate of credit losses is not material at December 31, 2023.
The Company's total third-party payers and other customers in excess of 10% of total revenue and their related revenue as
a percentage of total revenue were as follows:
Medicare
UnitedHealthcare
Year Ended December 31,
2023
2022
2021
31 %
10 %
41 %
31 %
10 %
41 %
30 %
10 %
40 %
The Company's significant third-party payers in excess of 10% of total accounts receivable and their related accounts
receivable balance as a percentage of total accounts receivable were as follows:
Medicare
UnitedHealthcare
As of December 31,
2023
2022
20 %
9 %
14 %
10 %
91
VERACYTE, INC.
Notes to Consolidated Financial Statements (Continued)
Cash Equivalents
The Company considers demand deposits in a bank, money market funds and highly liquid investments with an original
maturity of 90 days or less to be cash equivalents.
Short-Term Investments
The Company's short-term investments consist of United States treasury securities and time deposits with a bank with
maturities at the time of purchase that were between 90 days and one year. The Company classifies these investments as held-
to-maturity debt securities, which are reported at amortized cost. Discounts or premiums from the purchase of the securities are
recognized as a component of interest income in other income (loss), net in the consolidated statements of operations.
Investments are initially recorded net of an allowance for expected credit losses, if any, which are remeasured each period and
any impairments are recognized as an expense. Unrealized gains and losses are not recognized in income. As of both
December 31, 2023 and December 31, 2022, no allowances for expected credit losses had been recorded and there have been no
impairment or credit losses on the Company's short term investments.
Restricted Cash
The Company had deposits of $0.9 million and $0.7 million included in long-term assets as of December 31, 2023 and
December 31, 2022, respectively, restricted from withdrawal and held by banks in the form of collateral for irrevocable standby
letters of credit held as security for the Company's leases.
Acquisitions
The Company first determines whether a set of assets acquired and liabilities assumed constitute a business and should be
accounted for as a business combination. If the assets acquired are not a business, the Company accounts for the transaction as
an asset acquisition. Business combinations are accounted for by using the acquisition method of accounting. Under the
acquisition method, assets acquired, and liabilities assumed are recorded at their respective fair values as of the acquisition date
in the Company's consolidated financial statements. The estimated fair value of intangible assets acquired are based on
discounted cash flows utilizing certain assumptions including revenues (such as projected testing volumes, growth rates),
discount rates and expected economic life/obsolescence factors of the respective assets. The excess of the fair value of
consideration transferred over the fair value of the net assets acquired is recorded as goodwill. Contingent consideration
obligations incurred in connection with a business combination are recorded at fair value on the acquisition date and
remeasured at each subsequent reporting period until the related contingencies are resolved, with the resulting changes in fair
value recorded in general and administrative expense in the consolidated statements of operations.
Supplies and Inventory
Supplies consists of materials and reagents consumed in the performance of testing services. Inventory consists of raw
materials consumed in the contract manufacturing process as well as finished and semi-finished components used in the
assembly of diagnostic kits related to product sales. Inventory is stated at the lower of cost or net realizable value on a weighted
average basis. The Company periodically analyzes supply and inventory levels and expiration dates, and writes down supply or
inventory that has become obsolete, that has a cost basis in excess of its net realizable value, or in excess of expected sales
requirements as cost of revenue. The Company records an allowance for excess or obsolete supplies and inventory using an
estimate based on historical trends and evaluation of near-term expirations.
Property and Equipment
Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is computed using
the straight-line method over the estimated useful lives of the assets, generally between three and five years. Leasehold
improvements are amortized using the straight-line method over the shorter of the estimated useful life of the asset or the term
of the lease. Maintenance and repairs are charged to expense as incurred, and improvements and betterments are capitalized.
When assets are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the balance sheet and
any resulting gain or loss is reflected in the statements of operations in the period realized.
92
VERACYTE, INC.
Notes to Consolidated Financial Statements (Continued)
Leases
The Company determines if an arrangement is, or contains, a lease at inception. Operating leases are included in right-of-
use assets - operating leases and operating lease liabilities in the consolidated balance sheets, representing the right to use an
underlying asset for the lease term and the obligation to make lease payments arising from the lease. Right-of-use, or ROU,
assets and lease liabilities are recognized at commencement based on the present value of lease payments over the lease term.
The Company uses its incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a
similar term of the lease payments. The ROU assets also includes any lease payments made and is adjusted for lease incentives.
Lease terms may include options to extend or terminate the lease which are recognized when it is reasonably certain that the
Company will exercise that option. Lease expense is recognized on a straight-line basis over the lease terms. Lease and non-
lease components are accounted for as a single lease component. Financing leases are immaterial and are included in property
and equipment, net and other liabilities in the consolidated balance sheets. Leases with terms of 12 months or less are not
recorded on our balance sheet.
Finite-lived Intangible Assets
Finite-lived intangible assets consist of intangible assets acquired as part of business combinations. The Company
amortizes finite-lived intangible assets using the straight-line method over their estimated useful lives of 4 to 15 years, based on
management's estimate of the period over which their economic benefits will be realized, product life and patent life. The
Company tests these finite-lived intangible assets for impairment when events or circumstances indicate a reduction in the fair
value below their carrying amounts. The Company recorded impairment charges of $66.9 million and $3.3 million for the years
ended December 31, 2023 and 2022 and no impairment charge for the year ended December 31, 2021. See Note 5 Balance
Sheet Components for more information on impairment testing.
Indefinite-lived Intangible Assets
Indefinite-lived intangible assets consist of in-process research and development, or IPR&D, acquired as part of business
combinations. The IPR&D is not amortized until it becomes commercially viable and placed in service. At the time when the
intangible assets are placed in service the Company will determine a useful life. The Company also tests these indefinite-lived
intangible assets for impairment when events or circumstances indicate a reduction in the fair value below their carrying
amounts. There was no impairment of indefinite-lived intangible assets for the years ended December 31, 2023, 2022 or 2021.
Goodwill
Goodwill, is reviewed for impairment on an annual basis or more frequently if events or circumstances indicate that it
may be impaired. The Company's goodwill evaluation is based on both qualitative and quantitative assessments regarding the
fair value of goodwill relative to its carrying value. The Company has determined that it operates in a single segment and has a
single reporting unit associated with the development and commercialization of diagnostic products. In the event the Company
determines that it is more likely than not the carrying value of the reporting unit is higher than its fair value, quantitative testing
is performed comparing recorded values to estimated fair values. If impairment is present, the impairment loss is measured as
the excess of the recorded goodwill over its implied fair value. There was no impairment of goodwill for the years ended
December 31, 2023, 2022 or 2021.
Fair Value of Financial Instruments
The carrying amounts of certain financial instruments including cash and cash equivalents, accounts receivable, prepaid
expenses and other current assets, accounts payable and accrued liabilities approximate fair value due to their relatively short
maturities.
See Note 6. Fair Value Measurements for further information on the fair value of the Company’s financial instruments.
93
VERACYTE, INC.
Notes to Consolidated Financial Statements (Continued)
Revenue Recognition
The Company recognizes revenue in accordance with the provisions of ASC 606, Revenue from Contracts with
Customers, or ASC 606. This process involves identifying the contract with a customer, determining the performance
obligations in the contract, determining the contract price, allocating the contract price to the distinct performance obligations in
the contract, and recognizing revenue when the performance obligations have been satisfied. A performance obligation is
considered distinct from other obligations in a contract when it provides a benefit to the customer either on its own or together
with other resources that are readily available to the customer and is separately identified in the contract. Performance
obligations are considered satisfied once the Company has completed a service or transferred control of a product to the
customer.
In arrangements involving more than one service or good, each required service or good is evaluated to determine whether
it qualifies as a distinct performance obligation based on whether (i) the customer can benefit from the service or good either on
its own or together with other resources that are readily available and (ii) the service or good is separately identifiable from
other promises in the contract. The consideration under the arrangement is then allocated to each separate distinct performance
obligation based on its respective relative stand-alone selling price. The estimated selling price of each deliverable reflects the
Company's best estimate of what the selling price would be if the deliverable was regularly sold by the Company on a stand-
alone basis or using an adjusted market assessment approach if selling price on a stand-alone basis is not available. The
consideration allocated to each distinct performance obligation is recognized as revenue when control is transferred which may
be at a point in time or over time.
Testing Revenue
The Company recognizes revenue from the sale of tests performed for customers, including patients and institutions, at the
time test results are reported to physicians. Most tests requested by customers are sold without a written agreement; however,
the Company determines that an implied contract exists with its customers for whom a physician will order the test. The
Company identifies each sale of our test to a customer as a single performance obligation. A stated contract price does not exist
and the transaction price for each implied contract with a customer represents variable consideration. The Company estimates
the variable consideration under the portfolio approach and considers the historical reimbursement data from third-party
commercial and governmental payers and patients, as well as known or anticipated reimbursement trends not reflected in the
historical data. The Company monitors the estimated amount to be collected in the portfolio at each reporting period based on
actual cash collections in order to assess whether a revision to the estimate is required. Both the estimate and any subsequent
revision contain uncertainty and require the use of significant judgment in the estimation of the variable consideration and
application of the constraint for such variable consideration. The Company analyzes its actual cash collections over the
expected reimbursement period and compares it with the estimated variable consideration for each payer group and any
difference is recognized as an adjustment to estimated revenue after the expected reimbursement period, subject to assessment
of the risk of future revenue reversal. For the years ended December 31, 2023, 2022 and 2021, the Company recorded
$7.8 million, $3.1 million, and $1.1 million as revenue, respectively, resulting from cash collections exceeding the estimated
variable consideration related to tests reported in previous years, including revenue received from successful appeals of
reimbursement denials, net of recoupments.
Product Revenue
The Company's products consist of the Prosigna breast cancer assay, the nCounter Analysis System, related diagnostic
kits and services. Product revenue from diagnostic kits is generally recognized upon shipment. Product revenue from
instruments is generally recognized when the instrument is ready for use by the end customer. Shipping and handling costs
incurred for product shipments are included in product revenue. Revenue is presented net of the taxes that are collected from
customers and remitted to governmental authorities.
Biopharmaceutical and Other Revenue
The Company enters into arrangements to license or provide access to its assets or services, including clinical services,
research and development, contract manufacturing and development, as well as other services, which are classified under
biopharmaceutical and other revenue. In prior years the Company also entered into arrangements for testing services. Such
94
VERACYTE, INC.
Notes to Consolidated Financial Statements (Continued)
arrangements may require the Company to deliver various rights, manufactured diagnostic test kits, services and/or samples,
including intellectual property rights/licenses and biopharmaceutical research and development services. The Company receives
consideration in the form of upfront license fees; payments on delivery of data, test results or manufactured products; costs of
service plus margin; and development and commercial performance milestone payments.
The Company develops estimates and assumptions that require judgment to determine the underlying stand-alone selling
price for each performance obligation which determines how the transaction price is allocated among the performance
obligations. The estimation of the stand-alone selling price may include independent evidence of market price, forecasted
revenue or costs, development timelines, discount rates, and probabilities of technical and regulatory success. The Company
evaluates each performance obligation to determine if the obligation can be satisfied at a point in time or over time, and it
measures the services delivered to the collaborative partner which are periodically reviewed based on the progress of the related
program. For licenses that are bundled with other promises, the Company utilizes judgment to 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.
The effect of any change made to an estimated input component and, therefore revenue or expense recognized, would be
recorded as a change in estimate. In addition, variable consideration must be evaluated to determine if it is constrained and,
therefore, excluded from the transaction price.
At the inception of each arrangement that includes milestone payments (variable consideration), the Company evaluates
whether the milestones are considered probable of being reached and estimates the amount to be included in the transaction
price. Milestone payments that are not within either party’s control, such as non-operational developmental and regulatory
approvals, are generally not considered probable of being achieved until those approvals are received. At the end of each
reporting period, the Company re-evaluates the probability of achievement of milestones that are within either party’s control,
such as operational developmental milestones and any related constraint, and if necessary, adjusts its estimate of the overall
transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect revenue and earnings
in the period of adjustment. Revisions to the Company’s estimate of the transaction price may also result in negative revenue
and earnings in the period of adjustment. One collaboration arrangement with milestone payments falls under the scope of ASC
Topic 808, Collaborative Arrangements, or ASC 808. These milestone payments are recognized in the same manner as
milestone payments from customers and are classified under biopharmaceutical and other revenue.
Accounts receivable from biopharmaceutical and other revenue was $6.0 million and $9.3 million at December 31, 2023
and 2022, respectively. There was $2.0 million and $2.6 million of deferred revenue related to these agreements at
December 31, 2023 and 2022, respectively.
Revenue included in biopharmaceutical and other revenue for the years ended December 31, 2023, 2022 and 2021 was as
follows (in thousands of dollars):
Biopharmaceutical revenue
Contract manufacturing and testing
Collaboration milestones
Total
Cost of Testing Revenue
Year Ended December 31,
2022
2021
2023
$
$
13,874 $
26,341 $
5,047
—
7,019
—
18,921 $
33,360 $
12,613
3,255
4,000
19,868
The components of the Company's cost of testing services are laboratory expenses, sample collection expenses,
compensation expense, license fees and royalties, depreciation, other expenses such as equipment and laboratory supplies, and
allocations of facility and information technology expenses. Costs associated with performing tests are expensed as the test is
processed regardless of whether and when revenue is recognized with respect to that test.
95
VERACYTE, INC.
Notes to Consolidated Financial Statements (Continued)
Cost of Product Revenue
Cost of product revenue consists primarily of costs of purchasing instruments and diagnostic kits from third-party contract
manufacturers, installation, service and packaging and delivery costs, and the Company's internal labor expenses. In addition,
cost of product includes royalty costs for licensed technologies included in the Company's products. Cost of product revenue for
instruments and diagnostic kits is recognized in the period the related revenue is recognized. Shipping and handling costs
incurred for product shipments are included in cost of product in the consolidated statements of operations.
Cost of Biopharmaceutical and Other Revenue
Cost of biopharmaceutical and other revenue consists of costs of performing activities under arrangements that require the
Company to license or provide access to its assets or services, including clinical services, research and development, contract
manufacturing and previously included contract testing services on behalf of a customer.
Research and Development
Research and development expenses include expenses incurred to collect clinical samples and conduct clinical studies to
develop and support its products and pipeline, as well as develop future technology. These expenses consist of compensation
expenses, direct research and development expenses such as laboratory supplies and costs associated with setting up and
conducting clinical studies at domestic and international sites, professional fees, depreciation and amortization, other
miscellaneous expenses and allocation of facility and information technology expenses. The Company expenses all research
and development costs in the periods in which they are incurred.
Income Taxes
The Company accounts for income taxes under the liability method. Under this method, deferred tax assets and liabilities
are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax
rates in effect for the year in which the differences are expected to affect taxable income. Valuation allowances are established
when necessary to reduce deferred tax assets to the amounts expected to be realized.
The Company assesses all material positions taken in any income tax return, including all significant uncertain positions,
in all tax years that are still subject to assessment or challenge by relevant taxing authorities. The Company's assessment of an
uncertain tax position begins with the initial determination of the position's sustainability and is measured at the largest amount
of benefit that is more-likely-than-not of being realized upon ultimate settlement. As of each balance sheet date, unresolved
uncertain tax positions must be reassessed, and the Company will determine whether (i) the factors underlying the sustainability
assertion have changed and (ii) the amount of the recognized tax benefit is still appropriate. The recognition and measurement
of tax benefits requires significant judgment. Judgments concerning the recognition and measurement of a tax benefit may
change as new information becomes available.
Stock-based Compensation
Stock-based compensation expense for stock options issued to employees and non-employees is measured based on the
grant-date fair value of the award. The fair value of each stock option is estimated on the date of grant using the Black-Scholes
option-pricing model. Stock-based compensation expense for restricted stock units, or RSUs, is measured based on the fair
value of the award, which is determined based upon the closing price of the Company’s common stock on the date of the grant.
The Company grants performance-based stock units, or PSUs, to certain employees which vest upon the achievement of certain
performance conditions, subject to the employees’ continued service with the Company. The probability of vesting is assessed
at each reporting period and compensation cost is adjusted based on this probability assessment.
The Company recognizes compensation costs on a straight-line basis for all employee stock-based compensation awards
that are expected to vest over the requisite service period of the awards, which is generally the awards' vesting period.
Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from
those estimates.
96
VERACYTE, INC.
Notes to Consolidated Financial Statements (Continued)
Net Loss per Common Share
Basic net loss per common share is calculated by dividing net loss attributable to common stockholders by the weighted-
average number of common shares outstanding during the period, without consideration of common stock equivalents. Diluted
net loss per common share is computed by dividing net loss attributable to common stockholders by the weighted-average
number of common share equivalents outstanding for the period determined using the treasury stock method. Potentially
dilutive securities consisting of options to purchase common stock, RSUs, PSUs and shares subject to purchase under the
Company's employee stock purchase plan are considered to be common stock equivalents and were excluded from the
calculation of diluted net loss per common share because their effect would be anti-dilutive for all periods presented.
French Research Tax Credits
The French research tax credits (crédit d’impôt recherche, or CIR) are generated by the Company’s wholly owned
subsidiary, Veracyte SAS, in connection with its research efforts performed in Marseille, France. The Company recognizes
other income from the CIR over time based on when the research and development expenses are incurred. As of December 31,
2023, $4.7 million of CIR are recorded in prepaids and other current assets on the consolidated balance sheets and $4.6 million
is included in other assets.
Foreign Currency Translation
The functional currency of the Company’s foreign subsidiary, Veracyte SAS, is the Euro. Assets and liabilities
denominated in foreign currencies are translated to U.S. dollars using the exchange rates at the balance sheet date. Foreign
currency translation adjustments are recorded as a component of accumulated other comprehensive income (loss) within
stockholders’ equity. Revenues and expenses from the Company’s foreign subsidiaries are translated using the monthly average
exchange rates in effect during the period in which the transactions occur. Foreign currency transaction gains and losses are
recorded in other income, net, on the consolidated statements of operations.
Comprehensive Loss
Comprehensive loss is the change in stockholders’ equity from transactions and other events and circumstances other than
those resulting from investments by stockholders and distributions to stockholders. The Company's comprehensive loss
includes our net loss and gains and losses from the foreign currency translation of the assets and liabilities of our foreign
subsidiaries.
Segment Reporting
The chief operating decision maker for the Company is the Chief Executive Officer, who reviews financial information
presented on a consolidated basis for purposes of allocating resources and assessing financial performance. The Company has a
single reporting unit associated with the development and commercialization of diagnostic products and biopharmaceutical
services.
Revenue by geographic region based on the customer billing address was as follows (in thousands):
United States
International
Total revenue
Year Ended December 31,
2023
2022
2021
$
$
334,525 $
262,923 $
200,982
26,526
33,613
18,532
361,051 $
296,536 $
219,514
Substantially all of the Company’s long-lived assets were located in the United States as of December 31, 2023 and 2022.
97
VERACYTE, INC.
Notes to Consolidated Financial Statements (Continued)
Recent Accounting Pronouncements
Recently adopted accounting pronouncements
In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets
and Contract Liabilities from Contracts with Customers, which requires entities to recognize and measure contract assets and
contract liabilities acquired in a business combination in accordance with ASC 2014-09, Revenue from Contracts with
Customers (Topic 606). The update will generally result in an entity recognizing contract assets and contract liabilities at
amounts consistent with those recorded by the acquiree immediately before the acquisition date rather than at fair value. The
new standard is effective on a prospective basis for fiscal years beginning after December 15, 2022, with early adoption
permitted. The Company adopted this guidance in 2023 and such adoption had no material impact on its consolidated financial
statements and related disclosures.
Recently issued accounting pronouncements not yet adopted
In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures (Topic 740). This
update requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional
information on income taxes paid. This ASU is effective on a prospective basis for annual periods beginning after December
15, 2024. Early adoption is also permitted for annual financial statements that have not yet been issued or made available for
issuance. This ASU will result in the required additional disclosures being included in the Company's consolidated financial
statements, once adopted.
3. Net Loss Per Share
The following outstanding common stock equivalents have been excluded from diluted net loss per common share for the
years ended December 31, 2023, 2022 and 2021 because their inclusion would be anti-dilutive:
Shares of common stock subject to outstanding options
Employee stock purchase plan
Restricted stock units
Total common stock equivalents
4. Business Combinations
HalioDx
Year Ended December 31,
2023
2022
2021
3,820,878
3,923,882
3,754,807
34,874
2,714,324
6,570,076
42,733
2,003,509
5,970,124
21,158
1,106,938
4,882,903
On August 2, 2021, the Company acquired 100% of the equity interests of HalioDx, or the HalioDx Acquisition. The
HalioDx Acquisition gave the Company the capabilities and expertise to manufacture its own IVD test kits for use on the
nCounter Analysis System. The acquisition also deepened the Company's scientific expertise and capabilities in the rapidly
growing area of immuno-oncology, further strengthening its offerings for biopharmaceutical and other partners. The
consideration to acquire HalioDx was $319.6 million, comprised of $147.1 million in the form of 3.3 million shares of the
Company’s common stock based on the Company's share price on the closing date, $4.2 million in liabilities, and the remainder
in cash. The measurement period concluded in August 2022 and certain adjustments had been recorded as net increases to
goodwill totaling $0.2 million and did not impact the consolidated statements of operations.
Decipher Biosciences
On March 12, 2021, the Company acquired 100% of the equity interests of Decipher Biosciences, a privately-held
company developing diagnostic tests in urologic cancers, for approximately $594.7 million, or the Decipher Acquisition. The
Decipher Acquisition advanced the Company's objective to improve the lives of patients through innovations in genomic
98
VERACYTE, INC.
Notes to Consolidated Financial Statements (Continued)
technology tailored for diagnostic, prognostic, and treatment decisions related to urologic cancers. The measurement period
concluded in March 2022, and no adjustments were recorded during the year ended December 31, 2023
Related Party Transactions
Dr. Robert S. Epstein, M.D., M.S., a member of the Company’s board of directors, and Dr. Tina S. Nova, Ph.D., formerly
a member of the Company’s board of directors, served on the board of directors of Decipher Biosciences prior to the
acquisition, with Dr. Nova additionally serving as President and Chief Executive Officer of Decipher Biosciences. Pursuant to
Veracyte's related party transactions policy, Dr. Nova and Dr. Epstein recused themselves from all discussions of its board of
directors related to the Decipher Acquisition, and the Decipher Acquisition was approved by each of the non-interested
members of the board of directors. In connection with the Decipher Acquisition, certain Decipher Biosciences equity awards
held by Dr. Nova and Dr. Epstein were fully-accelerated and certain incentive bonus payments were made to Dr. Nova pursuant
to a management incentive plan established by the Decipher Biosciences board of directors, resulting in payments of
approximately $26.5 million and $1.4 million to each of them, respectively. Dr. Nova resigned from Veracyte’s board of
directors and now serves as Veracyte's General Manager, Urology. Dr. Epstein continues to serve on Veracyte’s board of
directors.
5. Balance Sheet Components
Supplies and Inventory
As of December 31, 2023 and 2022, supplies and inventory consisted of $12.2 million and $10.2 million, respectively, of
lab supplies and reagents consumed in the performance of testing services, and $4.0 million and $4.1 million, respectively, of
inventory related to raw materials consumed in contract manufacturing process, as well as finished and semi-finished
components used in the assembly of diagnostic kits related to product sales.
Property and Equipment, Net
Property and equipment consisted of the following (in thousands of dollars):
Leasehold improvements
Laboratory equipment
Computer equipment
Software, including software developed for internal use
Furniture and fixtures
Construction-in-process
Total property and equipment, at cost
Accumulated depreciation
Total property and equipment, net
December 31,
2023
2022
$
10,306 $
26,816
3,451
6,865
3,541
2,465
53,444
(32,860)
9,740
21,159
2,245
6,647
3,306
587
43,684
(25,982)
$
20,584 $
17,702
Depreciation expense was $6.6 million, $4.6 million and $3.6 million for the years ended December 31, 2023, 2022 and
2021, respectively.
99
VERACYTE, INC.
Notes to Consolidated Financial Statements (Continued)
Intangible Assets, Net
Intangible assets include finite-lived product technology, customer relationships, licenses and trade names and indefinite-
lived in-process research and development. Intangible assets consisted of the following (in thousands of dollars):
December 31, 2023
December 31, 2022
Gross
Carrying
Amount
Accumulated
Amortization
Net
Carrying
Amount
Gross
Carrying
Amount
Accumulated
Amortization
Net
Carrying
Amount
$
16,000 $
4,120
2,430
—
990
90,000
4,000
1,435
2,760
4,258
125,993
(9,333) $
(1,122)
(1,985)
—
(577)
(25,234)
(2,243)
(346)
(1,331)
(2,529)
(44,700)
6,667 $
2,998
445
—
413
64,766
1,757
1,089
1,429
1,729
81,293
16,000 $
4,120
2,430
46,880
990
90,000
4,000
39,724
4,602
6,528
215,274
(8,267) $
(847)
(1,499)
(9,636)
(436)
(16,234)
(1,443)
(5,899)
(1,144)
(2,303)
(47,708)
7,733
3,273
931
37,244
554
73,766
2,557
33,825
3,458
4,225
167,566
7,300
$ 133,293 $
—
7,300
7,300
(44,700) $ 88,593 $ 222,574 $
—
7,300
(47,708) $ 174,866
Weighted
Average
Remaining
Amortization
Period
(Years)
6
11
1
3
7
2
8
3
2
6.9
Percepta product technology
Prosigna product technology
Prosigna customer relationships
nCounter Dx license
LymphMark product technology
Decipher product technology
Decipher trade names
HalioDx developed technology
HalioDx customer relationships
HalioDx customer backlog
Total finite lived intangibles
In-process research and
development
Total intangible assets
During 2023, the Company concluded it had a triggering event requiring assessment of impairment for certain of its long-
lived assets in conjunction with management’s decision to adopt a multi-platform IVD strategy. Management believes that a
multi-platform strategy will enable the Company to more rapidly reach more patients globally with its tests. As a result, the
Company reviewed the long-lived assets for impairment and recorded a $34.9 million impairment charge associated with its
nCounter Dx license finite-lived intangible asset. In addition, during 2023, the Company concluded that, due to a significant
change in the business environment, it had a triggering event requiring assessment of impairment for certain of its long-lived
assets related to biopharma assets. As a result, the Company recorded a $32.0 million impairment charge associated with its
HalioDx biopharmaceutical services developed technology, customer relationships and customer backlog finite-lived intangible
assets. Both impairments are recorded within impairment of long-lived assets on the consolidated statement of operations.
During the three months ended June 30, 2022, the Company concluded it had a triggering event requiring assessment of
impairment for certain of its long-lived assets in conjunction with management’s decision to cease commercialization efforts
related to the Company’s stand-alone Immunoscore Colon Dx commercial offering. As a result, the Company reviewed the
long-lived assets for impairment and recorded a $3.3 million impairment charge associated with its HalioDx Immunoscore
Colon Dx developed technology finite-lived intangible asset within impairment of long-lived assets on the consolidated
statement of operations.
The Company assessed the impairment of the intangible assets using an income approach which involved significant
unobservable inputs, which are Level III inputs, including revenue projections and cash flow projections. This method is
consistent with the methods the Company employed in prior periods to value other long-lived assets.
Amortization of the finite-lived intangible assets is recognized on a straight-line basis. Amortization of $20.6 million,
$21.4 million and $16.0 million was recognized for the years ended December 31, 2023, 2022, and 2021, respectively.
100
VERACYTE, INC.
Notes to Consolidated Financial Statements (Continued)
The estimated future aggregate amortization expense as of December 31, 2023 is as follows (in thousands of dollars):
Year Ending December 31,
2024
2025
2026
2027
2028
Thereafter
Total
Goodwill
Amounts
13,472
12,658
11,096
10,485
10,485
23,097
81,293
$
$
Goodwill was $703.0 million and $695.9 million as of December 31, 2023 and 2022, respectively. The changes in the
carrying amounts of goodwill during the year ended December 31, 2023 were due to foreign currency translation. The
Company has not recorded any impairment related to goodwill.
Accrued Liabilities
Accrued liabilities consisted of the following (in thousands of dollars):
Accrued compensation expense
Accrued other
Total accrued liabilities
6. Fair Value Measurements
December 31,
2023
2022
$
$
26,430 $
11,997
38,427 $
30,637
7,137
37,774
The Company records certain of its financial assets and liabilities at fair value. The accounting guidance for fair value
provides a framework for measuring fair value and clarifies the definition of fair value. Fair value is defined as the price that
would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market
participants at the reporting date. The accounting guidance establishes a three-tiered hierarchy, which prioritizes the inputs used
in the valuation methodologies in measuring fair value as follows:
•
•
•
Level I: Inputs which include quoted prices in active markets for identical assets and liabilities;
Level II: Inputs other than Level I that are observable, either directly or indirectly, such as quoted prices for
similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or
can be corroborated by observable market data for substantially the full term of the assets or liabilities; and
Level III: Unobservable inputs that are supported by little or no market activity and that are significant to the
fair value of the assets or liabilities.
The carrying amounts of certain financial instruments of the Company, including cash and cash equivalents, prepaid
expenses and other current assets, accounts payable and accrued liabilities, approximate fair value due to their relatively short
maturities. The fair value of the Company’s financial assets includes money market funds and deposits for leases of the
Company's facilities. Money market funds, included in cash and cash equivalents in the accompanying consolidated balance
sheets, was $1.4 million and $131.2 million as of December 31, 2023 and 2022, respectively, and are Level I assets as described
101
VERACYTE, INC.
Notes to Consolidated Financial Statements (Continued)
above. The deposits for the leases, included in restricted cash, was $0.9 million and $0.7 million as of December 31, 2023 and
2022 respectively, and are Level I assets as described above. There were no transfers between Levels 1, 2 or 3 for the years
ended December 31, 2023, 2022, and 2021.
As part of the Company’s agreement to acquire the exclusive global diagnostic license to the nCounter Analysis System,
the Company may pay up to an additional $10.0 million in cash, contingent upon first achievement or occurrence, by or on
behalf of the Company, of the commercial launch of the first, second and third diagnostic tests for use on the nCounter
multiplex analysis system. This contingency was valued at $6.1 million as of the acquisition date and is remeasured to fair value
at each reporting date until the contingent consideration is settled, with the corresponding changes included in general and
administrative expense in the Company's consolidated statements of operations. During the three months ended September 30,
2023, the Company decided to adopt a multi-platform IVD strategy that will enable it to more rapidly reach more patients
globally with its tests and therefore move away from commercializing several IVD tests on the nCounter Analysis System. As a
result, as of December 31, 2023, this contingency was remeasured to $3.2 million and a reversal of expense of $5.4 million was
recorded for the year ended December 31, 2023. As of December 31, 2022, this contingency was remeasured to $8.6 million.
For the years ended December 31, 2022, and 2021 expenses of $0.2 million and $0.8 million, respectively, were recorded. As of
December 31, 2023, the achievement of one of the milestones is forecasted to occur within the next 12 months. As a result,
$2.7 million of the contingent consideration is included in short term liabilities at December 31, 2023. The fair value of the
contingent consideration includes inputs that are not observable in the market and thus represents a Level III financial liability.
The estimation of the fair value of the contingent consideration is based on the present value of the expected payments
calculated by assessing the likelihood of when the related milestones would be achieved and estimating the Company's
borrowing rate. These estimates form the basis for making judgments about the carrying value of the contingent consideration
that are not readily apparent from other sources. Changes to the forecasts for the achievement of the milestones and the
borrowing rate can significantly affect the estimated fair value of the contingent consideration. As of December 31, 2023 and
2022, the Company calculated the estimated fair value of the milestones using the following significant unobservable inputs:
Discount rate
Probability of achievement
Unobservable input
Short-Term Investments Held-to-Maturity
Value or Range (Weighted-Average)
December 31, 2023
6.8%
December 31, 2022
8.3%
10% - 80% (69%)
80% - 100% (94%)
The Company's short-term investments consist of United States treasury securities with maturities, at the time of purchase,
that were between 90 days and one year. The Company classifies these investments as held-to-maturity debt securities, which
are reported at amortized cost, and are Level I assets as described above. As of December 31, 2023, the Company held no short-
term investments. As of December 31, 2022, short-term investments comprised United States treasury bills recorded at
amortized cost of $24.6 million, with fair values of approximately $24.6 million. As of December 31, 2022, gross unrealized
gains on short-term investments were insignificant. As part of its banking partner diversification efforts, the Company sold
$40.0 million United States treasury bills with an amortized cost of $39.8 million, netting proceeds of $39.8 million and
realized a gross gain of $13 thousand during the year ended December 31, 2023. No realized gains or losses on short-term
investments were recognized in 2022.
7. Commitments and Contingencies
Operating Leases
The Company leases office and laboratory facilities in South San Francisco and San Diego, California; Austin, Texas;
Marseille, France; and Richmond, Virginia, and leases certain equipment under various non-cancelable lease agreements. The
lease terms extend to October 2030 and contain extension of lease term and expansion options. The leases have a weighted
average remaining lease term of 2.7 years as of December 31, 2023. The Company had deposits of $0.9 million and
$0.7 million included in long-term assets as of December 31, 2023 and 2022, respectively, restricted from withdrawal and held
by banks in the form of collateral for irrevocable standby letters of credit held as security for the leases
102
VERACYTE, INC.
Notes to Consolidated Financial Statements (Continued)
The Company determined its operating lease liabilities using payments through their current expiration dates and a
weighted average discount rate of 8.0% based on the rate that the Company would have to pay to borrow, on a collateralized
basis, an amount equal to the lease payments in a similar economic environment. Operating lease liabilities along with the
associated ROU assets are disclosed in the accompanying consolidated balance sheets. After the adoption of ASC 842, Leases,
the Company classified its deferred rent for tenant improvements with its operating lease ROU assets on the consolidated
balance sheets.
Future minimum lease payments under non-cancelable operating leases as of December 31, 2023 are as follows (in
thousands of dollars):
Year Ending December 31,
2024
2025
2026
2027
2028
Thereafter
Total future minimum lease payments
Less: amount representing interest
Present value of future lease payments
Less: short-term lease liabilities
Long-term lease liabilities
Amounts
5,647
5,729
1,412
593
558
27
13,966
1,336
12,630
5,105
7,525
$
$
The Company recognizes operating lease expense on a straight-line basis over the non-cancelable lease period. The
following table summarizes operating lease expense and cash paid for amounts included in the measurement of lease liabilities
(in thousands of dollars):
Operating lease expense
Cash paid for amounts included in the measurement of lease liabilities
Year Ended December 31,
2023
2022
2021
$
$
5,265 $
5,365 $
4,392 $
4,527 $
3,503
3,650
The company has leased laboratory equipment under various financing leases. As of December 31, 2023 and 2022, the
total ROU assets and total financing lease liabilities for these financing leases were $0.1 million and $0.1 million and
$0.4 million and $0.4 million, respectively, and are included in property and equipment, net and other liabilities in the
accompanying consolidated balance sheets.
The Company’s wholly-owned foreign subsidiary has entered into an arrangement under which it expects to sign a lease
agreement for facilities which will be constructed in Marseille, France. The lease will commence upon completion of the
construction of the office building at which time the Company will record a lease liability and a corresponding ROU asset. The
initial term of the lease will be twelve years with annual rent of approximately $1.3 million, which is subject to change based on
final construction and excludes common area maintenance costs.
Supplies Purchase Commitments
The Company had non-cancelable purchase commitments with suppliers to purchase a minimum quantity of supplies for
approximately $19.4 million at December 31, 2023.
103
VERACYTE, INC.
Notes to Consolidated Financial Statements (Continued)
Contingencies
From time to time, the Company may be involved in legal proceedings arising in the ordinary course of business. The
Company believes there is no litigation pending that could have, either individually or in the aggregate, a material impact on the
Company's consolidated financial statements.
8. Stockholders' Equity
Common Stock
The Company's Restated Certificate of Incorporation authorizes the Company to issue 125,000,000 shares of common
stock with a par value of $0.001 per share. The holder of each share of common stock shall have one vote for each share of
stock. The common stockholders are also entitled to receive dividends whenever funds and assets are legally available and
when declared by the board of directors, subject to the prior rights of holders of all series of convertible preferred stock
outstanding. No dividends have been declared as of December 31, 2023.
As of December 31, 2023 and 2022, the Company had reserved shares of common stock for issuance as follows:
Stock options and restricted stock units issued and outstanding
Stock options and restricted stock units available for grant under stock option plans
Common stock available for the Employee Stock Purchase Plan
Total
9. Stock Incentive Plans
Stock Plans
December 31,
2023
2022
6,318,389
5,194,399
1,189,513
5,881,906
5,591,977
1,335,353
12,702,301
12,809,236
On June 8, 2023, the Company’s stockholders approved the Company’s 2023 Equity Incentive Plan, or the 2023 Plan.
The 2023 Plan, which became effective on June 8, 2023, serves as the successor to the Company’s 2013 Stock Incentive Plan,
or the Prior Plan, and will terminate 10 years after the date approved by the Company’s board of directors. The 2023 Plan
initially reserves for issuance 5,306,156 shares, which equals the number of reserved shares available for grant under the Prior
Plan as of June 8, 2023. In addition, the number of (a) shares of common stock that are subject to awards granted under the
Prior Plan that cease to be subject to such awards by forfeiture or otherwise after the effective date, (b) shares of common stock
issued under the Prior Plan, including shares of common stock issued pursuant to the exercise of stock options, that are forfeited
after the effective date, (c) shares of common stock issued under the Prior Plan that are repurchased by the Company at the
original issue price after the effective date, (d) shares of common stock that are subject to awards granted under the Prior Plan
that are settled in cash after the effective date, and (e) shares of common stock that are subject to awards under the Prior Plan
that are used to pay the exercise price of an award or withheld to satisfy the tax withholding obligations related to an award
after the effective date, is also reserved and eligible for issuance by the Company upon the exercise or settlement of awards to
be granted under the 2023 Plan. The 2023 Plan permits the granting of stock options, restricted stock units, or RSUs, restricted
stock awards, stock bonus awards, stock appreciation rights and performance awards to employees, consultants, and outside
directors of the Company. Options granted may be either ISOs or NSOs. As of December 31, 2023, 5,194,399 shares were
available for future issuance under the 2023 Plan.
Stock options are governed by stock option agreements between the Company and recipients of stock options. Incentive
stock options (ISOs), within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended, and nonqualified
stock options (NSOs), may be granted under the 2023 Plan at an exercise price of not less than 100% of the fair market value of
the common stock on the date of grant, determined by the Compensation Committee of the board of directors. Options become
exercisable and expire as determined by the Compensation Committee, provided that the term of ISOs may not exceed ten years
104
VERACYTE, INC.
Notes to Consolidated Financial Statements (Continued)
from the date of grant. Stock option agreements may provide for time-based and/or performance-based vesting as well as for
accelerated exercisability in the event of an optionee's death, disability, or retirement or other events.
RSUs are governed by restricted stock unit agreements between the Company and recipients of RSUs. RSUs may be
granted under the 2023 Plan and the number of stock units awarded are determined by the Compensation Committee of the
board of directors. RSUs vest and expire as determined by the Compensation Committee. RSU agreements may provide for
time-based and/or performance-based vesting as well as for accelerated vesting in the event of a RSU holder's death, disability,
or retirement or other events.
Pursuant to the 2023 Plan, no non-employee director may receive awards under the 2023 Plan that, when combined with
cash compensation received for service as a non-employee director, exceeds $750,000 in value in any calendar year
($1,500,000 in the calendar year in which such non-employee director first joins the board of directors). Awards under the 2023
Plan may be granted to non-employee directors, may be automatically made pursuant to a policy adopted by the Board of
Directors, or made from time to time as determined in the discretion of the Board of Directors. In the event of a change in
control transaction, the vesting of all awards granted to our non-employee directors will accelerate and such awards will
become exercisable (as applicable) in full upon the consummation of such event at such times and on such conditions as the
Compensation Committee determines.
The following table summarizes activity under the Company's stock incentive plans (aggregate intrinsic value in
thousands):
Stock Options
Outstanding
and Unvested
Restricted
Stock Units
Weighted
Average
Exercise Price
of Stock
Options
Balance—December 31, 2022
Granted - stock options
Granted - restricted stock units
Canceled
Exercised
Restricted stock units vested
Balance—December 31, 2023
5,881,906 $
660,592
1,767,312
(570,203)
(613,892)
(807,326)
6,318,389 $
Options vested and exercisable—December 31, 2023
Options vested and expected to vest—December 31, 2023
2,297,596 $
3,437,508 $
21.10
23.60
8.34
10.47
22.95
20.62
22.80
Weighted
Average
Remaining
Contractual
Life of Stock
Options
(Years)
Aggregate
Intrinsic
Value of
Stock
Options
6.30
$
23,450
6.58
$
24,466
5.38
6.46
$
$
20,812
23,860
The aggregate intrinsic value was calculated as the difference between the exercise price of the options to purchase
common stock and the fair market value of the Company's common stock, which was $27.51 and $23.73 per share as of
December 31, 2023 and 2022, respectively.
The weighted average fair value of options to purchase common stock granted was $14.90, $14.61 and $23.45 for the
years ended December 31, 2023, 2022 and 2021, respectively.
The aggregate estimated grant date fair value of employee options to purchase common stock vested during the years
ended December 31, 2023, 2022 and 2021 was $8.1 million, $6.8 million and $7.8 million, respectively.
The intrinsic value of stock options exercised was $9.0 million, $6.3 million and $24.0 million for the years ended
December 31, 2023, 2022 and 2021, respectively.
The weighted average fair value of RSUs granted was $23.92 and $24.37 for the years ended December 31, 2023, and
2022, respectively. The intrinsic value of RSUs vested was $20.9 million and $9.6 million for the years ended December 31,
2023 and 2022, respectively.
105
VERACYTE, INC.
Notes to Consolidated Financial Statements (Continued)
Included in RSUs granted for 2023, 2022 and 2021 are PSUs with a grant date fair value for remaining participants of
$5.0 million, $2.0 million and $1.2 million, respectively, or the 2023 PSUs, 2022 PSUs and 2021 PSUs. These PSUs vest based
on the achievement of certain performance conditions, subject to the employees’ continued service with the Company.
The service period for the 2021 PSUs began in 2022 and ended in February 2024. As of December 31, 2023, the
Company assessed the probability of the achievement of the performance conditions related to the 2021 PSUs was less than
likely, and no expense was recognized.
The service period for the 2022 PSUs began in 2023 ends in February 2025. The 2022 PSUs vest in two tranches, one-
third of the award in 2024 and two-thirds of the award in 2025. The awards may vest in a range of 75% to 125% of the target
number of shares based on the level of achievement of the performance conditions. As of December 31, 2023, the Company
assessed the probability of the achievement of the performance conditions related to the first tranche of the 2022 PSUs was
likely, and recorded $0.7 million of expense in 2023. Any additional expense related to the 2022 PSUs will continue through
2024 based on the Company's assessment of the probability of the achievement of the 2022 PSUs performance conditions.
The service period for the 2023 PSUs begins in 2024 and ends in February 2026. The 2023 PSUs vest in two tranches,
40% of the award in 2025 and 60% of the award in 2026. The awards may vest in a range of 75% to 150% of the target number
of shares based on the level of achievement of the performance conditions. Any expense related to the 2023 PSUs will begin in
2024 and will be based on the Company's assessment of the probability of the achievement of the 2023 PSUs performance
conditions.
Employee Stock Purchase Plan
The Company's stockholders approved the Company's ESPP in May 2015 and approved an amendment and restatement
of the Company’s ESPP in June 2020. The ESPP provides eligible employees with an opportunity to purchase common stock
from the Company and to pay for their purchases through payroll deductions. The ESPP will be implemented through a series
of offerings of purchase rights to eligible employees. Under the ESPP, the Compensation Committee of the Company's board of
directors may specify offerings with a duration of not more than 12 months and may specify shorter purchase periods within
each offering. During each purchase period, payroll deductions will accumulate, without interest. On the last day of the
purchase period, accumulated payroll deductions will be used to purchase common stock for employees participating in the
offering.
Pursuant to the ESPP, the purchase price will be 85% of the fair market value per share of the Company's common stock
on either the offering date or on the purchase date, whichever is less.
The Company's board of directors has determined that the offering periods will begin each calendar year on August 1 and
February 1, will be twelve (12) months in duration and include two (2) purchase periods, each purchase period lasting six (6)
months. The Company's board of directors has determined that the purchase price will be 85% of the fair market value per
share of the Company's common stock on either the offering date, which is the first trading day of the offering period, or the
purchase date, which is the last trading day of the purchase period, whichever is less. The length of the offering period, the
purchase period and the purchase price may not be changed without the approval of the independent members of the
Compensation Committee of the Company's board of directors. If the fair market value of a share of the Company's common
stock on any purchase date within a particular offering period is less than the fair market value on the start date of that offering
period, then the offering period will automatically terminate and the employees in that offering period will automatically be
transferred and enrolled in a new offering period which will begin on the next day following such purchase date.
No employee is permitted to accrue, under the ESPP, a right to purchase stock of the Company having a value in excess
of $25,000 of the fair market value of such stock (determined at the time the right is granted) for each calendar year. As of
December 31, 2023, 1,189,513 shares of common stock were reserved for issuance under the ESPP.
106
VERACYTE, INC.
Notes to Consolidated Financial Statements (Continued)
Stock-based Compensation
The following table summarizes stock-based compensation expense related to stock options, RSUs and the ESPP for the
years ended December 31, 2023, 2022 and 2021, and are included in the consolidated statements of operations as follows (in
thousands of dollars):
Year Ended December 31,
2023
2022
2021
Cost of revenue
Research and development
Selling and marketing
General and administrative
$
1,779 $
1,053 $
5,277
9,588
16,497
6,004
5,936
13,741
Total stock-based compensation expense
$
33,141 $
26,734 $
640
4,636
4,390
12,853
22,519
As of December 31, 2023, the Company had $61.7 million of unrecognized compensation expense related to unvested
stock options and RSUs, which is expected to be recognized over an estimated weighted-average period of 2.5 years.
The estimated grant-date fair value of stock options was calculated using the Black-Scholes option-pricing model, based
on the following assumptions.
• Expected Term: The expected term represents the period that the options granted are expected to be outstanding, and is
determined using the Company's historical data.
• Expected Volatility: The Company uses the historical volatility of its common stock.
• Risk-Free Interest Rate: The Company based the risk-free interest rate over the expected term of the options based on
the constant maturity rate of U.S. Treasury securities with similar maturities as of the date of the grant.
• Expected Dividend Yield: The Company has not paid and does not anticipate paying any dividends in the near future.
Therefore, the expected dividend yield was zero.
The estimated grant-date fair value of employee stock options using the Black-Scholes option-pricing model was based
on the following assumptions:
Weighted-average volatility
Weighted-average expected term (years)
Risk-free interest rate
Expected dividend yield
Year Ended December 31,
2023
2022
2021
68.82 - 69.78% 62.64 - 67.66% 56.83 - 60.48%
5.44 - 5.66
3.51 - 4.72%
—
5.26 - 5.27
1.72 - 4.21%
5.05 - 5.25
0.40 - 1.21%
—
—
The estimated grant date fair value of the ESPP shares was calculated using the Black-Scholes option-pricing model,
based on the following assumptions:
Weighted-average volatility
Weighted-average expected term (years)
Risk-free interest rate
Expected dividend yield
Year Ended December 31,
2023
2022
2021
54.86 - 83.69% 75.04 - 88.59% 62.03 - 80.70%
0.50 - 1.00
4.61 - 5.46%
—
0.50 - 1.00
0.47 - 2.96%
—
0.50 - 1.00
0.06 - 0.08%
—
107
VERACYTE, INC.
Notes to Consolidated Financial Statements (Continued)
10. Income Taxes
The Company generated a pre-tax loss of $76.6 million, $36.4 million and $81.6 million in the United States for the years
ended December 31, 2023, 2022 and 2021, respectively. Starting in 2020, the Company began generating pre-tax loss outside
the United States. Pre-tax loss has been recorded in the following jurisdictions for the years ended December 31, 2023, 2022
and 2021 (in thousands of dollars):
United States
Foreign
Total
Year Ended December, 31,
2023
2022
2021
$
$
(15,853) $
(16,816) $
(60,759)
(19,611)
(76,612) $
(36,427) $
(68,707)
(12,942)
(81,649)
The Company recorded an income tax benefit in 2023 of $2.2 million primarily due to reductions in deferred tax
liabilities from acquired entities partially offset by foreign and state income taxes. The Company recorded an income tax
provision in 2022 of $0.1 million primarily due to foreign and state income taxes offset partially by reductions in deferred tax
liabilities from acquired entities. The Company recorded an income tax benefit in 2021 of $6.1 million primarily due to the
release of certain valuation allowances on the Company's deferred tax assets upon recording of the deferred tax liabilities upon
acquisition of Decipher Biosciences and a provision benefit recorded on the 2021 year loss of HalioDx French entity. The
components of the (benefit) provision for income taxes are as follows for the years ended December 31, 2023, 2022 and 2021
(in thousands of dollars):
Current:
Federal
State
Foreign
Total current
Deferred:
Federal
State
Foreign
Total deferred
Total income tax provision (benefit)
Year Ended December, 31,
2023
2022
2021
$
— $
— $
1,520
193
1,713
—
(90)
(3,831)
(3,921)
$
(2,208) $
426
134
560
—
118
(545)
(427)
133 $
—
63
54
117
(3,526)
(508)
(2,169)
(6,203)
(6,086)
108
VERACYTE, INC.
Notes to Consolidated Financial Statements (Continued)
The Company follows FASB ASC No. 740, Income Taxes for the Computation and Presentation of its Tax Provision. The
following table presents a reconciliation of the income tax expense computed at the statutory federal rate and the Company's
income tax expense for the periods presented (in thousands of dollars):
U.S. federal taxes at statutory rate
State tax (net of federal benefit)
Foreign rate differential
Non-deductible officers' compensation
Transaction costs
Permanent differences
Stock based compensation - excess benefit
Tax credits
Other
Change in valuation allowance
Total
Year Ended December, 31,
2023
2022
2021
$
(16,088) $
(7,573) $
(17,146)
(491)
9,049
639
477
419
739
(1,551)
(176)
4,775
720
3,726
729
—
79
1,874
(936)
—
1,514
$
(2,208) $
133 $
(1,609)
674
3,055
2,255
59
(5,687)
(714)
—
13,027
(6,086)
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the
Company's deferred tax assets and liabilities are as follows (in thousands of dollars):
Deferred tax assets:
Net operating loss carryforwards
Research and development credits
Section 174 capitalization
Stock-based compensation
NanoString intangibles and goodwill
Operating lease liability
Accruals and other
Gross deferred tax assets
Valuation allowance
Net deferred tax assets
Deferred tax liabilities:
Property and equipment
Other acquired intangibles
In-process research and development
ROU assets
Gross deferred tax liabilities
Net deferred tax liabilities
Net deferred taxes
Year Ended December 31,
2023
2022
2021
$
110,975 $
126,225 $
133,492
10,728
17,388
4,503
8,778
3,335
7,128
8,907
6,719
4,080
1,447
3,622
6,596
7,926
—
3,760
1,244
4,327
7,099
162,835
157,596
157,848
(139,920)
(125,378)
(120,586)
22,915
32,218
37,262
(83)
(235)
(17,358)
(29,457)
(3,461)
(3,702)
(2,747)
(23,649)
(23,649)
(734) $
(3,355)
(36,749)
(36,749)
(4,531) $
(219)
(34,823)
(3,892)
(3,920)
(42,854)
(42,854)
(5,592)
$
109
VERACYTE, INC.
Notes to Consolidated Financial Statements (Continued)
The Company records net deferred tax assets to the extent it is more likely than not that the assets will be realized. In
making such determination, the Company considered all available positive and negative evidence, including future reversals of
existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations.
The Company has established a valuation allowance against its net deferred tax assets due to the uncertainty surrounding
realization of such assets. The valuation allowance increased $14.5 million, $4.8 million and $41.9 million during the years
ended December 31, 2023, 2022 and 2021, respectively.
As of December 31, 2023, the Company had net operating loss carryforwards of approximately $320.7 million,
$77.4 million and $113.6 million available to reduce future taxable income, if any, for federal, California and other state income
tax purposes, respectively. The U.S. federal net operating loss carryforwards will begin to expire in 2035 while for state
purposes, the net operating losses begin to expire in 2024.
As of December 31, 2023, the Company had foreign net operating loss carryforwards of approximately $71.0 million and
$53.1 million available to reduce future taxable income, if any, for Canadian and French income tax purposes, respectively. The
Canada net operating loss carryforwards will begin to expire in 2034, while for French purposes, the net operating losses will
carryforward indefinitely.
As of December 31, 2023, the Company had net research and development credit carryforwards of approximately
$8.3 million and $7.1 million available to reduce future taxable income, if any, for federal and state income tax purposes,
respectively. The federal credit carryforwards begin to expire in 2028. California credits have no expiration date. Other state
credit carryforwards begin to expire in 2024.
The Company also had scientific net research and development credit carryforwards of approximately $1.8 million
available to reduce future taxable income, if any, for Canadian income tax purposes. The credit carryforwards begin to expire in
2025.
The Internal Revenue Code of 1986, as amended, imposes restrictions on the utilization of net operating losses and tax
credits in the event of an "ownership change" of a corporation. Accordingly, a company's ability to use net operating losses and
tax credits may be limited as prescribed under Internal Revenue Code Section 382 and 383, or IRC Section 382. Events which
may cause limitations in the amount of the net operating losses or tax credits that the Company may use in any one year
include, but are not limited to, a cumulative ownership change of more than 50% over a three-year period. Utilization of the
federal and state net operating losses may be subject to substantial annual limitation due to the ownership change limitations
provided by the IRC Section 382 rules and similar state provisions. In the event the Company has any changes in ownership,
net operating losses and research and development credit carryovers could be limited and may expire unutilized.
Uncertain Tax Positions
As of December 31, 2023, the Company had unrecognized tax benefits of $5.7 million, none of which currently would
affect the Company's effective tax rate if recognized due to the Company's deferred tax assets being fully offset by a valuation
allowance. The Company does not anticipate that the amount of unrecognized tax benefits relating to tax positions existing at
December 31, 2023 will significantly increase or decrease within the next 12 months.
110
VERACYTE, INC.
Notes to Consolidated Financial Statements (Continued)
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands of dollars):
Year Ended December 31,
2023
2022
2021
Unrecognized tax benefits, beginning of period
$
4,888 $
4,452 $
3,563
Gross increases—tax position in prior period
Gross decreases—tax position in prior period
Gross increases—current period tax position
Lapse of statute of limitations
Unrecognized tax benefits, end of period
37
(11)
773
—
—
(31)
467
—
515
—
374
—
$
5,687 $
4,888 $
4,452
It is the Company's policy to include penalties and interest expense related to income taxes as a component of other
income (expense), net, and interest expense, respectively, as necessary. There was no interest expense or penalties related to
unrecognized tax benefits recorded through December 31, 2023.
The Company's major tax jurisdictions are the United States, France, Canada, and California. All of the Company's tax
years will remain open for examination by the Federal and state tax authorities for three and four years, respectively, from the
date of utilization of the net operating loss or research and development credit. The Company does not have any tax audits
pending in the United States. There is an audit of Veracyte SAS ongoing in France.
The Inflation Reduction Act of 2022 was signed into law August 16, 2022, and includes significant legislation addressing
taxes, inflation, climate change and renewable energy incentives, and healthcare. Key tax provisions include a 15% corporate
minimum tax, clean energy incentives, and a 1% excise tax on stock buybacks. The provisions of such legislation did not have
any impact on the effective tax rate of the Company during 2023, and the Company will continue to evaluate the tax effects
should any provisions become applicable to the Company.
Change to Internal Revenue Code Section 174 under the 2017 Tax Cuts and Jobs Act went into effect during 2022. The
revised code no longer permits a deduction for research and development expenditures in the tax year that such costs incurred.
Instead, such costs must be capitalized and amortized over five or 15 years for U.S. and foreign costs, respectively. The
Company capitalized such costs in its 2022 and 2023 income tax provisions, resulting in an increase in deferred tax assets.
11. Employee Benefit Plans
401(k) plan
The Company sponsors a 401(k) defined contribution plan covering all employees. Under the plan, participants are
entitled to make pre-tax contributions up to the annual maximums established by the Internal Revenue Service. The Company,
at its discretion, may make matching contributions to the 401(k) plan. Employer contributions to the plan were $1.5 million,
$1.4 million and $1.3 million for the years ended December 31, 2023, 2022, and 2021, respectively.
Pension plan
The Company also maintains a defined benefit plan for certain non-U.S. employees of its Veracyte SAS subsidiary. The
pension liability is included in other long-term liabilities on the Company's consolidated balance sheets and totaled $0.8 million
and $0.7 million as of December 31, 2023 and 2022, respectively.
111
VERACYTE, INC.
Notes to Consolidated Financial Statements (Continued)
12. Components of Other Income, net
Other income, net consists of the following (in thousands of dollars):
French research tax credits
Interest and dividend income
Interest expense
Gain (loss) on currency revaluation
Other
Total
13. Subsequent Event
Year Ended December 31,
2023
2022
2021
$
571 $
2,423 $
7,344
(15)
723
560
1,972
(198)
197
260
$
9,183 $
4,654 $
1,535
135
(241)
(1,081)
(94)
254
On February 5, 2024 the Company completed its previously announced acquisition of 100% of the outstanding equity of
C2i for a purchase price of $70.0 million to C2i securityholders, subject to customary purchase price adjustments. C2i was a
privately-held company providing MRD detection. The consideration to acquire C2i comprised $8.0 million deposited into
escrow to secure certain indemnification obligations of the C2i securityholders, $0.2 million deposited with the securityholders’
agent for payment or reimbursement of certain expenses potentially to be incurred by the securityholders’ agent in connection
with the acquisition and the as-adjusted remainder paid to the C2i securityholders in an aggregate amount of up to 2,698,349
shares of the Company's common stock. In addition, the Company may pay up to $25.0 million to C2i securityholders based on
the achievement of future performance milestones over the next two years, or the Milestone Payments. Subject to certain
limitations, the Milestone Payments shall be payable in cash or shares of the Company's common stock at the Company's
election.
In accordance with ASC Topic 805, Business Combinations, or Topic 805, the C2i acquisition will be accounted for as a
business combination. Due to the close proximity of the acquisition date and the filing of the Company`s Annual Report on
Form 10-K for the year ended December 31, 2023, the Company is unable to disclose the information required by Topic 805.
The results of operations of C2i will be consolidated with those of the Company from the acquisition date, beginning in the first
quarter of 2024.
112
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
Not applicable.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain "disclosure controls and procedures," as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act,
as amended, which are designed to provide reasonable assurance that information required to be disclosed by us in reports that
we file or submit under the Exchange Act are recorded, processed, summarized, and reported within the time periods specified
in Securities and Exchange Commission rules and forms and that such information is accumulated and communicated to our
management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions
regarding required disclosure. Management recognizes that disclosure controls and procedures, no matter how well designed
and operated, can provide only reasonable, not absolute, assurance of achieving their objectives and management necessarily
applies its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. Based on this
evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were
effective as of December 31, 2023.
Management's Annual Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined
in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Projections of any evaluation of the effectiveness of internal control to
future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree
of compliance with policies or procedures may deteriorate. Under the supervision and with the participation of our
management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the
effectiveness of our internal control over financial reporting as of December 31, 2023, using the criteria established in Internal
Control Integrated Framework, or 2013 Framework, issued by the Committee of Sponsoring Organizations of the Treadway
Commission, or COSO. Our management has concluded that, as of December 31, 2023, our internal control over financial
reporting was effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
consolidated financial statements for external purposes in accordance with generally accepted accounting principles.
The effectiveness of our internal control over financial reporting as of December 31, 2023 has been audited by Ernst &
Young LLP, an independent registered public accounting firm, as stated in their report, which is included herein.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange
Act, during the quarter ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting.
113
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of Veracyte, Inc.
Opinion on Internal Control Over Financial Reporting
We have audited Veracyte, Inc.’s internal control over financial reporting as of December 31, 2023, based on criteria
established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (2013 framework) (the COSO criteria). In our opinion, Veracyte, Inc. (the Company) maintained, in all material
respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the 2023 consolidated financial statements of the Company and our report dated February 29, 2024 expressed an
unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual
Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal
control over financial reporting based on our audit. We are a public accounting firm registered with the 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 audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all
material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material
weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and
performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a
reasonable basis for our opinion.
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 (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) 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 (3) 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 controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
San Diego, California
February 29, 2024
114
ITEM 9B. OTHER INFORMATION
None.
ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
None.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by this item with respect to directors is incorporated by reference from the information
contained in our proxy statement to be filed with the Securities and Exchange Commission no later than 120 days from the end
of our fiscal year ended December 31, 2023 in connection with the solicitation of proxies for our 2024 Annual Meeting of
Stockholders, or the Proxy Statement.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is incorporated by reference to our Proxy Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The information required by this item is incorporated by reference to our Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this item is incorporated by reference to our Proxy Statement.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this item is incorporated by reference to our Proxy Statement.
115
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
PART IV
(a) Documents filed as part of this report
1. Financial Statements:
Reference is made to the Index to Financial Statements of Veracyte, Inc. included in Item 8 of Part II hereof.
2. Financial Statement Schedules
All schedules have been omitted because they are not required, not applicable, or the required information is included in
the financial statements or notes thereto.
3. Exhibits
See Item 15(b) below. Each management contract or compensating plan or arrangement required to be filed has been
identified.
(b) Exhibits
Exhibit
Number
Description
Form
File No.
Exhibit
Filing Date
Filed
Herewith
Incorporated by Reference
3.1
3.2
4.1
4.2
10.1#
10.2#
10.3#
10.4#
10.5#
10.6#
10.7
10.8
Restated Certificate of Incorporation of the
Registrant
8-K
001-36156
3.2
6/9/2023
Amended and Restated Bylaws of the Registrant
8-K
001-36156
3.3
6/9/2023
Form of Common Stock Certificate
S-1/A
333-191282 4.1
10/15/2013
Description of Securities Registered under
Section 12 of the Securities Exchange Act of
1934, as amended
Form of Indemnification Agreement between the
Registrant and its officers and directors
2008 Stock Plan and forms of agreements
thereunder
2013 Stock Incentive Plan, as amended, and
forms of stock option award agreement, stock
option exercise agreement, restricted stock
agreement and restricted stock unit agreement
Form of stock option award under 2013 Stock
Incentive Plan
Form of stock unit award under 2013 Stock
Incentive Plan
Amended and Restated Employee Stock Purchase
Plan
Lease Agreement between Riata Holdings, L.P.,
as landlord, and the Registrant, as tenant, dated
November 28, 2012
Second Amendment to Lease Agreement dated as
of August 14, 2017 by and between BRI 1868
RIATA, LLC and the Registrant
S-1/A
333-191282 10.1
10/7/2013
S-1
333-191282 10.2
9/20/2013
8-K
001-36156
10.1
3/3/2021
10-Q
10-Q
10-Q
001-36156
10.1
11/2/2020
001-36156
10.1
11/2/2020
001-36156
10.1
7/30/2020
S-1
333-191282 10.6
9/20/2013
10-Q
001-36156
10.1
11/7/2017
X
116
Exhibit
Number
10.9
10.10
10.11
10.12
Description
First Amendment to Lease Agreement dated as of
January 7, 2014 by and between Riata
Holdings, L.P. and the Registrant
Office Building Lease by and between American
Fund US Investments LP and the Registrant dated
April 29, 2015
First Amendment to Office Building Lease dated
May 3, 2016 by and between American Fund US
Investments LP and the Registrant
Second Amendment to Office Building Lease
dated February 8, 2017 by and between CRP
6000 Shoreline, L.L.C. and the Registrant
Incorporated by Reference
Form
File No.
Exhibit
Filing Date
Filed
Herewith
10-K
001-36156
10.7
3/20/2014
10-Q
001-36156
10.2
8/13/2015
10-K
001-36156
10.9
2/27/2018
10-K
001-36156
10.10
3/1/2017
10.13#
Form of Performance Stock Unit
10-Q
001-36156
10.1
5/1/2018
10.14†
License and Asset Purchase Agreement, dated
December 3, 2019, between NanoString
Technologies, Inc. and the Registrant
8-K
001-36156
2.1
12/3/2019
10.15#
Employment Agreement, dated as of May 7,
2021, between Marc Stapley and the Registrant
10-Q
001-36156
10.2
7/29/2021
10-Q
001-36156
10.3
7/29/2021
10-Q
001-36156
10.1
11/9/2021
10-Q
001-36156
10.2
11/9/2021
10-K
001-36156
10.32
3/1/2023
10-K
001-36156
10.33
3/1/2023
DEF-14A 001-36156
Appendix
A
4/27/2023
8-K
001-36156
10.2
6/9/2023
10.16#
10.17#
10.18#
10.19#
10.20#
10.21#
10.22#
10.23#
10.24#
10.25#
10.26#
Change in Control and Severance Agreement,
effective June 1, 2021 between Marc Stapley and
the Registrant
Amended and Restated Offer Letter, dated August
15, 2021, between the Registrant and Rebecca
Chambers
Change in Control and Severance Agreement,
effective July 19, 2021 between Rebecca
Chambers and the Registrant
Offer Letter, dated as of January 9, 2023, between
Annie McGuire and the Registrant
Change of Control and Severance Agreement,
effective January 1, 2023, between Annie
McGuire and the Registrant
2023 Equity Incentive Plan (incorporated by
reference to Appendix A of Veracyte, Inc.’s
Definitive Proxy Statement on Schedule 14A)
Form of agreements under the 2023 Equity
Incentive Plan
Promotion Letter, dated as of August 22, 2023,
between John Leite and the Registrant
Change of Control and Severance Agreement,
effective September 1, 2023, between John Leite
and the Registrant
Offer Letter, dated as of September 11, 2023,
between Phil Febbo and the Registrant
Change of Control and Severance Agreement,
effective October 2, 2023, between Phil Febbo
and the Registrant
10.27#
2019 Stock Incentive Plan of C2i Genomics, Inc.
X
X
X
X
X
117
Description
Form
File No.
Exhibit
Filing Date
Filed
Herewith
Incorporated by Reference
Exhibit
Number
10.28#
10.29#
21.1
23.1
24.1
31.1
31.2
32.1*
32.2*
Form of Option Grant under the 2019 Stock
Incentive Plan of C2i Genomics, Inc.
Form of Stock Option Assumption Notice by the
Registrant to Option holders of C2i Genomics,
Inc.
List of Subsidiaries
Consent of Independent Registered Public
Accounting Firm
Power of Attorney (see the signature page of this
Annual Report on Form 10-K)
Principal Executive Officer’s Certification
Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
Principal Financial Officer’s Certification
Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
Certification Pursuant to 18 U.S.C. § 1350
(Section 906 of the Sarbanes-Oxley Act of 2002)
Certification Pursuant to 18 U.S.C. § 1350
(Section 906 of the Sarbanes-Oxley Act of 2002)
97.1
Compensation Recovery Policy
101.INS
Inline XBRL Instance Document
101.SCH Inline XBRL Taxonomy Extension Schema
101.CAL
Inline XBRL Taxonomy Extension Calculation
Linkbase
101.DEF
101.LAB
Inline XBRL Taxonomy Extension Definition
Linkbase
Inline XBRL Taxonomy Extension Label
Linkbase
101.PRE
Inline XBRL Taxonomy Extension Presentation
Linkbase
Cover Page Interactive Data File (embedded
within the Inline XBRL document and included in
Exhibit 101)
104
_____________________________________________
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
X
#
*
†
Indicates management contract or compensatory plan or arrangement.
In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 34-47986, the certifications
furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Form 10-K and will not be
deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or
deemed to be incorporated by reference into any filing under the Exchange Act or the Securities Act of
1933, as amended, except to the extent that the registrant specifically incorporates it by reference.
Registrant is requesting or has previously been granted confidential treatment with respect to certain
portions of this Exhibit.
118
Copies of the above exhibits not contained herein are available to any stockholder, upon payment of a reasonable per page fee,
upon written request to: Chief Financial Officer, Veracyte, Inc., 6000 Shoreline Court, Suite 300, South San Francisco,
California 94080.
(c) Financial Statement Schedules
Reference is made to Item 15(a) 2 above.
119
ITEM 16. FORM 10-K SUMMARY
Not applicable.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SIGNATURES
Date: February 29, 2024
VERACYTE, INC.
By:
/s/ MARC STAPLEY
Marc Stapley
Chief Executive Officer and Director
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENT, that each person whose signature appears below constitutes and
appoints Marc Stapley and Rebecca Chambers, and each of them, his or her true and lawful attorneys-in-fact, each with full
power of substitution, for him or her in any and all capacities, to sign any amendments to this annual report on Form 10-K and
to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said attorneys-in-fact or their substitute or substitutes may do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons, on behalf of the registrant on the dates and the capacities indicated.
Signature
/s/ MARC STAPLEY
Marc Stapley
/s/ REBECCA CHAMBERS
Rebecca Chambers
/s/ JONATHAN WYGANT
Jonathan Wygant
Title
Chief Executive Officer and Director
(Principal Executive Officer)
Chief Financial Officer
(Principal Financial Officer)
Chief Accounting Officer
(Principal Accounting Officer)
Date
February 29, 2024
February 29, 2024
February 29, 2024
/s/ ROBERT S. EPSTEIN, M.D., M.S.
Robert S. Epstein, M.D., M.S.
Chairperson and Director
February 29, 2024
/s/ JOHN L. BISHOP
John L. Bishop
/s/ ELIAV BARR, M.D.
Eliav Barr, M.D.
/s/ MUNA BHANJI
Muna Bhanji
/s/ KARIN EASTHAM
Karin Eastham
/s/ JENS HOLSTEIN
Jens Holstein
/s/ EVAN JONES
Evan Jones
Director
Director
Director
Director
Director
Director
120
February 29, 2024
February 29, 2024
February 29, 2024
February 29, 2024
February 29, 2024
February 29, 2024
BR92337F-0424-10K