0001628280-22-011819 | S-1 | XBRL Viewer

Cost of services (including related party expenses of $3,975, $2,189 and $1,859 for the years ended December 31, 2021, 2020, and 2019, respectively)

$ 212,195

$ 179,322

$ 196,174

228,797

175,296

113,389

(16,602)

4,026

82,785

105,162

72,700

34,910

112,738

63,183

39,352

205,988

100,742

29,484

5,659

9,395

9,452

Change in fair market value of warrant and earn-out contingent liabilities

(446,149)

(241,994)

(30,413)

Change in fair market value of warrant and earn-out contingent liabilities

198,401

Interest income

506

988

Interest expense

(2,835)

(2,474)

(783)

Other income, net

5,114

2,622

504

200,759

654

709

Loss before income taxes

(245,390)

(241,340)

(29,704)

(245,390)

(241,340)

(29,704)

Redeemable convertible preferred stock dividends

(245,390)

(241,340)

(29,704)

3,039

Net loss attributable to common stockholders

(245,390)

(241,340)

(32,743)

Net loss attributable to common stockholders, diluted

$ (245,390)

$ (241,340)

$ (32,743)

Weighted average shares outstanding, Class A common stock (in shares)

108,077,439

5,131

124

Weighted average shares outstanding, diluted (in shares)

108,077,439

5,131

124

Basic net loss per share (in dollars per share)

$ (2.27)

$ (47,036)

$ (264,056)

Diluted net loss per share (in dollars per share)

$ (2.27)

$ (47,036)

$ (264,056)

Diagnostic Test [Member]

Product and Service, Other [Member]

$ 205,100

$ 175,351

$ 191,667

$ 7,095

$ 3,971

$ 4,507

[1]

Certain expenses were previously misclassified as cost of services. These expenses are now reported as selling and marketing. This adjustment has no impact on total revenue, loss from operations, net loss and comprehensive loss or net loss per share. Refer to Note 2, “Summary of Significant Accounting Policies” to our consolidated financial statements for further information.

Consolidated Statements of Operations and Comprehensive Loss (Parenthetical) - USD ($)
$ in Thousands

12 Months Ended

Dec. 31, 2021

Dec. 31, 2020

Dec. 31, 2019

$ 212,195

$ 179,322

^[1]

$ 196,174

^[1]

228,797

175,296

^[1]

113,389

^[1]

Affiliated Entities

3,975

2,189

1,859

Diagnostic test revenue

Diagnostic test revenue | Affiliated Entities

205,100

175,351

^[1]

191,667

^[1]

285

Other revenue

Other revenue | Affiliated Entities

7,095

3,971

^[1]

4,507

^[1]

$ 232

$ 3

$ 1,180

[1]

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8906-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e9031-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e9038-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 4
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130543-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e9054-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130545-203045

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 924
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-URI http://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856

Beginning balance (in shares) at Dec. 31, 2018

Consolidated Statement of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) - USD ($)
$ in Thousands

Total

Additional Paid-in Capital

Accumulated Deficit

Class A common stock

Common Stock

Class B common stock

Common Stock

102,039,134

Beginning balance at Dec. 31, 2018

$ 64,355

Increase (Decrease) in Temporary Equity [Roll Forward]

Preferred Series A dividend (in shares)

3,061,173

Temporary Equity, Stock Issued During Period, Value, Stock Dividend

$ 3,039

Capital contributions

$ 30,897

Issuance of Preferred Series B, net of issuance costs (in shares)

41,937,960

Issuance of Preferred Series, net of issuance costs

$ 118,824

Ending balance (in shares) at Dec. 31, 2019

147,038,267

Ending balance at Dec. 31, 2019

$ 217,115

Beginning balance (in shares) at Dec. 31, 2018

124

Beginning balance at Dec. 31, 2018

(55,968)

$ (55,968)

$ 0

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Preferred Series A dividend

(29,704)

^[1]

(29,704)

(3,039)

Ending balance (in shares) at Dec. 31, 2019

124

Ending balance at Dec. 31, 2019

$ (88,711)

(88,711)

$ 0

Increase (Decrease) in Temporary Equity [Roll Forward]

Capital contributions (in shares)

24,496,946

Capital contributions

$ 117,324

Ending balance (in shares) at Dec. 31, 2020

171,535,213

Ending balance at Dec. 31, 2020

$ 334,439

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Preferred Series A dividend (in shares)

(241,340)

^[1]

(241,340)

130,557

Preferred Series A dividend

Ending balance (in shares) at Dec. 31, 2020

124

130,557

Ending balance at Dec. 31, 2020

(330,051)

$ 0

Ending balance at Mar. 31, 2021

334,439

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Ending balance at Mar. 31, 2021

(191,775)

$ (521,826)

Beginning balance (in shares) at Dec. 31, 2020

171,535,213

Beginning balance at Dec. 31, 2020

$ 334,439

Increase (Decrease) in Temporary Equity [Roll Forward]

Conversion of preferred stock (in shares)

(171,535,213)

Temporary Equity, Elimination as Part of Reorganization

$ (334,439)

Beginning balance (in shares) at Dec. 31, 2020

$ 0

124

130,557

Beginning balance at Dec. 31, 2020

(330,051)

$ 0

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Common stock class B issued pursuant to stock options (in shares)

(245,390)

2,248,705

995,526

1,253,179

Stock option exercises

1,783

$ 1,783

Conversion of Preferred Stock (in shares)

148,543,062

Conversion of Preferred Stock

104,532

104,517

$ 15

Conversion of Class B Common Stock (in shares)

1,309,320

(1,383,736)

Conversion of Class B Common Stock

(744)

Net equity infusion from the Business Combination (in shares)

90,333,562

Net equity infusion from the Business Combination

510,751

510,742

$ 9

Stock based compensation modification reclassification

304,837

Stock based compensation expense

42,385

Vested restricted stock units converted to common stock (in shares)

1,466,010

242,647,604

Beginning balance at Mar. 31, 2021

388,103

963,520

(575,441)

$ 24

$ 0

334,439

Ending balance at Jun. 30, 2021

334,439

Beginning balance at Mar. 31, 2021

(521,826)

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Ending balance at Jun. 30, 2021

(46,161)

(566,504)

Ending balance at Sep. 30, 2021

Increase (Decrease) in Stockholders' Equity [Roll Forward]

Ending balance at Sep. 30, 2021

32,731

$ 391,021

Increase (Decrease) in Stockholders' Equity [Roll Forward]

$ 0

(40,185)

242,647,604

Cash Flows from Operating Activities:

$ 388,103

$ 963,520

$ (575,441)

$ 24

$ 0

[1]

Consolidated Statements of Cash Flows - USD ($)
$ in Thousands

12 Months Ended

Dec. 31, 2021

Dec. 31, 2020

Dec. 31, 2019

Adjustments to reconcile net loss to net cash used in operating activities:

$ (245,390)

$ (241,340)

^[1]

$ (29,704)

^[1]

Depreciation and amortization expense

21,807

11,734

6,407

Stock-based compensation expense

219,421

120,231

5,482

Change in fair value of warrant and contingent liabilities

(198,401)

Provision for excess and obsolete inventory

2,129

Non-cash lease expense

1,555

2,400

(176)

Loss on extinguishment of debt

301

Amortization of debt issuance costs

Change in operating assets and liabilities:

Accounts receivable

5,535

(10,611)

(4,567)

Inventory

(10,624)

(8,979)

(7,970)

Prepaid expenses and other current assets

(14,250)

2,498

(2,526)

Due to/from related parties

1,433

(442)

(919)

Accounts payable and accrued expenses

(1,861)

1,175

(4,395)

25,916

14,805

12,847

(1,310)

(559)

2,342

Net cash used in operating activities

3,239

15,960

4,451

(190,434)

(93,128)

(18,728)

Investing activities

Purchases of property and equipment

(9,400)

(24,094)

(11,923)

Development of internal-use software assets

(11,386)

(7,880)

(3,533)

Net cash used in investing activities

(20,786)

(31,974)

(15,456)

Financing activities

Proceeds from Prior PIPE issuance

350,000

Proceeds from equity infusion from the merger, net of redemptions

442,684

Legacy Sema4 Shareholder payout

(230,665)

Payment of transaction costs

(51,760)

Stock Appreciation Rights payout

(3,795)

Repayment of long-term debt

(8,741)

Exercise of stock options

1,271

Capital contributions from ISMMS

30,897

Proceeds from long-term debt

15,928

Long-term debt principal payments

(1,000)

(186)

Debt issuance costs

(537)

Capital lease principal payments

(3,728)

(4,010)

(1,709)

Net cash provided by financing activities

493,729

129,056

148,012

Net increase in cash, cash equivalents and restricted cash

282,509

3,954

113,828

Cash, cash equivalents and restricted cash, at beginning of year

118,960

115,006

1,178

Cash, cash equivalents and restricted cash, at end of year

401,469

118,960

115,006

Supplemental disclosures of cash flow information

Cash paid for interest

2,751

1,745

305

Cash paid for taxes

349

Purchases of property and equipment in accounts payable and accrued expenses

761

447

818

Software development costs in accounts payable and accrued expenses

1,149

1,473

1,040

Non-cash Series A redeemable convertible preferred stock dividends declared and paid

3,039

Debt issuance costs incurred but unpaid

1,000

Series B redeemable convertible preferred stock

Financing activities

Proceeds from Issuance of Redeemable Preferred Stock

118,824

Series C redeemable convertible preferred stock

Financing activities

Proceeds from Issuance of Redeemable Preferred Stock

$ 0

$ 117,324

$ 0

[1]

Organization and Description of Business	12 Months Ended
Organization and Description of Business	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Description of Business	Organization and Description of Business Sema4 Holdings Corp., formerly Mount Sinai Genomics Inc., a Delaware corporation (“Legacy Sema4”), as discussed further below, provides genomics-related diagnostic and information services and pursues genomics medical research. Legacy Sema4 utilizes an integrated portfolio of laboratory processes, software tools and informatics capabilities to process DNA-containing samples, analyze information about patient-specific genetic variation and generate test reports for clinicians and their patients. Legacy Sema4 provides a variety of genetic diagnostic tests and information with a focus on reproductive health, including pediatric, oncology and other conditions. In 2020, the Legacy Sema4 began to provide diagnostic testing services in response to the outbreak of the coronavirus (“COVID-19”) pandemic. On December 15, 2021, it was announced that COVID-19 testing services would be discontinued by March 31, 2022. Legacy Sema4 primarily serves healthcare professionals who work with their patients and bills third-party payors across the United States, with a substantial portion of its diagnostic testing volume occurring in New York, California, Florida, Connecticut and New Jersey. On July 22, 2021 (the “Closing Date”), CM Life Sciences, Inc. (“CMLS”) completed the acquisition of Legacy Sema4, pursuant to that certain Agreement and Plan of Merger (as amended, the “Merger Agreement”), dated February 9, 2021. On the Closing Date, S-IV Sub, Inc. (“Merger Sub”) merged with and into the Legacy Sema4, with Legacy Sema4 surviving the merger as a wholly-owned subsidiary of CMLS (the “Merger” and, together with the other transactions contemplated by the Merger Agreement, the “Business Combination”). In connection with the consummation of the Business Combination, CMLS changed its name to “Sema4 Holdings Corp.” (“Sema4 Holdings”) and Legacy Sema4 changed its name to “Sema4 OpCo, Inc.” All equity securities of Legacy Sema4 were converted into the right to receive the applicable portion of the merger consideration. The Merger was accounted for as a reverse recapitalization with Legacy Sema4 as the accounting acquirer and CMLS as the acquired company for accounting purposes. The shares and net loss per common share, prior to the Merger, have been retroactively restated as shares reflecting the exchange ratio established in the Merger (1 share of Legacy Sema4 Class A common stock for 123.8339 shares of Sema4 Holdings Class A common stock) (the “Conversion Ratio”). Prior to the Merger, shares of CMLS Class A common stock, CMLS’s public warrants, and CMLS’s public units were traded on the Nasdaq Capital Market under the ticker symbols “CMLF”, “CMFLW”, and “CMLFU” respectively. On July 23, 2021, shares of Sema4 Holdings Class A common stock and Sema4 Holdings’ public warrants began trading on the Nasdaq Global Select Market (the “Nasdaq”) under the ticker symbols “SMFR” and “SMFRW,” respectively. See Note 3, “Business Combination,” for additional details. Unless otherwise stated herein or unless the context otherwise requires, references in these notes to the “Company,” or “Sema4” refer to (i) Legacy Sema4 prior to the consummation of the Business Combination; and (ii) Sema4 Holdings and its subsidiary following the consummation of the Business Combination.

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Company’s historical financial information includes costs of certain services historically provided by Icahn School of Medicine at Mount Sinai (“ISMMS”) pursuant to the Transition Services Agreement ("TSA") and service.

Restatement – 2020 and 2019 annual statements of operations and comprehensive loss

The Company classifies expenses incurred that directly relate to the delivery of revenue as cost of services in its consolidated statements of operations and comprehensive loss.

As a result of expanded accounting resources, the Company identified the misclassification of certain expenses related to the genetic counseling department reported in cost of services that should have been reported in selling and marketing in the prior period financial statements. The Company quantified the amount and determined it necessary to restate its previously reported balances as follows (in thousands):


	December 31, 2020			December 31, 2019
	As reported	Misclassification	Restated	As reported	Misclassification	Restated
Total revenue	179,322	—	179,322	196,174	—	196,174
Cost of services	184,648	(9,352)	175,296	119,623	(6,234)	113,389
Gross (loss) profit	(5,326)	9,352	4,026	76,551	6,234	82,785
Research and development	72,700	—	72,700	34,910	—	34,910
Selling and marketing	53,831	9,352	63,183	33,118	6,234	39,352
General and administrative	100,742	—	100,742	29,484	—	29,484
Related party expenses	9,395	—	9,395	9,452	—	9,452
Loss from operations	(241,994)	—	(241,994)	(30,413)	—	(30,413)
Total other income, net	654	—	654	709	—	709
Net loss and comprehensive loss	(241,340)	—	(241,340)	(29,704)	—	(29,704)

This misclassification did not have any impact to the Company's net loss or net loss per share as reported in the statements of operations and comprehensive loss in any interim or annual periods. Included in the misclassification amount is stock-based compensation expense of $1 million for 2020. There was no impact of misclassification for 2019 related to stock-based compensation expense.

Restatement – 2021 and 2020 interim financial statements (unaudited)

Additionally, the Company has identified quarterly out of period adjustments generally related to recognition of cost of services in the quarterly periods ended March 31, 2021, June 30, 2021 and September 30, 2021. The impact

of the misclassification and quarterly out of period adjustments identified on each of the three months periods in the year ended December 31, 2021 and 2020 are disclosed as follows (in thousands):

2021 interim statements of operations and comprehensive loss (in thousands)


	First Quarter				Second Quarter
	As reported	Misclass-ification	Adjustment	Restated	As reported	Misclass-ification	Adjustment	Restated
Total revenue	64,351	—	(150)	64,201	46,865	—	150	47,015
Cost of services	71,812	(3,837)	549	68,524	49,631	(2,287)	835	48,179
Gross (loss) profit	(7,461)	3,837	(699)	(4,323)	(2,766)	2,287	(685)	(1,164)
Research and development	53,131	—	2	53,133	11,954	—	(2)	11,952
Selling and marketing	31,569	3,837	(40)	35,366	16,247	2,287	40	18,574
General and administrative	101,917	—	121	102,038	12,794	—	76	12,870
Related party expenses	1,797	—	—	1,797	888	—	—	888
Loss from operations	(195,875)	—	(782)	(196,657)	(44,649)	—	(799)	(45,448)
Total other income, net	4,882	—	—	4,882	(713)	—	—	(713)
Net (loss) income and comprehensive loss	(190,993)	—	(782)	(191,775)	(45,362)	—	(799)	(46,161)


	Third Quarter				Fourth Quarter
	As reported	Misclass-ification	Adjustment	Restated	As reported
Total revenue	43,178	—	—	43,178	57,801
Cost of services	58,752	(6,031)	(1,234)	51,487	60,607
Gross (loss) profit	(15,574)	6,031	1,234	(8,309)	(2,806)
Research and development	17,831	—	—	17,831	22,246
Selling and marketing	22,121	6,031	—	28,152	30,646
General and administrative	33,230	—	(105)	33,125	57,955
Related party expenses	847	—	—	847	2,127
Loss from operations	(89,603)	—	1,339	(88,264)	(115,780)
Total other income, net	120,995	—	—	120,995	75,595
Net (loss) income and comprehensive loss	31,392	—	1,339	32,731	(40,185)

2020 interim statements of operations and comprehensive loss (in thousands)


	First Quarter			Second Quarter			Third Quarter			Fourth Quarter
	As reported	Misclass-ification	Restated	As reported	Misclass-ification	Restated	As reported	Misclass-ification	Restated	As reported	Misclass-ification	Restated
Total revenue	46,655	—	46,655	30,102		30,102	38,608		38,608	63,957		63,957
Cost of services	39,239	(2,101)	37,138	35,985	(1,480)	34,505	36,530	(2,508)	34,022	72,894	(3,263)	69,631
Gross (loss) profit	7,416	2,101	9,517	(5,883)	1,480	(4,403)	2,078	2,508	4,586	(8,937)	3,263	(5,674)
Research and development	13,096	—	13,096	9,361	—	9,361	19,083	—	19,083	31,160	—	31,160
Selling and marketing	11,733	2,101	13,834	8,686	1,480	10,166	12,735	2,508	15,243	20,677	3,263	23,940
General and administrative	7,164	—	7,164	8,121	—	8,121	24,342	—	24,342	61,115	—	61,115
Related party expenses	2,195	—	2,195	2,111	—	2,111	1,933	—	1,933	3,156	—	3,156
Loss from operations	(26,772)	—	(26,772)	(34,162)	—	(34,162)	(56,015)	—	(56,015)	(125,045)	—	(125,045)
Total other income, net	(218)	—	(218)	2,110	—	2,110	(600)	—	(600)	(638)	—	(638)
Net loss and comprehensive loss	(26,990)	—	(26,990)	(32,052)	—	(32,052)	(56,615)	—	(56,615)	(125,683)	—	(125,683)

The adjustments also affected certain current asset and liability accounts previously reported in the condensed balance sheets as of March 31, 2021 and June 30, 2021 and condensed consolidated balance sheets as of September 30, 2021 as follows (in thousands):


	March 31, 2021			June 30, 2021			September 30, 2021
	As reported	Adjust- ment	Restated	As reported	Adjust- ment	Restated	As reported	Adjust-ment	Restated
Assets
Current assets:
Cash and cash equivalents	58,652	—	58,652	26,501	—	26,501	461,276	—	461,276
Accounts receivable	33,490	(150)	33,340	24,568	—	24,568	21,257	—	21,257
Due from related parties	349	—	349	437	—	437	413	—	413
Inventory	32,969	—	32,969	29,128	—	29,128	31,174	—	31,174
Prepaid expenses and other current assets	15,070	(139)	14,931	18,378	—	18,378	24,391	—	24,391
Total current assets	140,530	(289)	140,241	99,012	—	99,012	538,511	—	538,511
Property and equipment, net	64,632	—	64,632	62,097	—	62,097	60,333	—	60,333
Restricted cash	10,828	—	10,828	10,828	—	10,828	900	—	900
Other assets	3,596	—	3,596	3,596	—	3,596	3,613	—	3,613
Total assets	219,586	(289)	219,297	175,533	—	175,533	603,357	—	603,357

Liabilities, Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit)
Current liabilities:
Accounts payable and accrued expenses	41,609	493	42,102	43,650	1,581	45,231	43,079	242	43,321
Due to related parties	797	—	797	1,278	—	1,278	1,425	—	1,425
Current contract liabilities	2,810	—	2,810	1,341	—	1,341	493	—	493
Other current liabilities	22,991	—	22,991	24,764	—	24,764	26,369	—	26,369
Total current liabilities	68,207	493	68,700	71,033	1,581	72,614	71,366	242	71,608
Long-term debt, net of current portion	18,502	—	18,502	18,028	—	18,028	11,000	—	11,000
Stock-based compensation liabilities	296,952	—	296,952	295,049	—	295,049	—	—	—
Warrant liability	—	—	—	—	—	—	46,629	—	46,629
Earn-out contingent liability	—	—	—	—	—	—	61,400	—	61,400
Other liabilities	22,530	—	22,530	21,907	—	21,907	21,699	—	21,699
Total liabilities	406,191	493	406,684	406,017	1,581	407,598	212,094	242	212,336

Redeemable convertible preferred stock:
Series A-1 redeemable convertible preferred stock	51,811	—	51,811	51,811	—	51,811	—	—	—
Series A-2 redeemable convertible preferred stock	46,480	—	46,480	46,480	—	46,480	—	—	—
Series B redeemable convertible preferred stock	118,824	—	118,824	118,824	—	118,824	—	—	—
Series C redeemable convertible preferred stock	117,324	—	117,324	117,324	—	117,324	—	—	—
Redeemable convertible preferred stock	334,439	—	334,439	334,439	—	334,439	—	—	—
Stockholders’ equity (deficit):
Preferred Stock	—	—	—	—	—	—	—	—	—
Class A common stock	—	—	—	—	—	—	24	—	24
Class B convertible common stock	—	—	—	—	—	—	—	—	—
Additional paid-in capital	—	—	—	1,483	—	1,483	926,253	—	926,253
Accumulated deficit	(521,044)	(782)	(521,826)	(566,406)	(1,581)	(567,987)	(535,014)	(242)	(535,256)
Total stockholders’ (deficit) equity	(521,044)	(782)	(521,826)	(564,923)	(1,581)	(566,504)	391,263	(242)	391,021
Total liabilities, redeemable convertible preferred stock and stockholders’ equity	219,586	(289)	219,297	175,533	—	175,533	603,357	—	603,357

The adjustments did not have any impact on the net cash used in operating or investing activities, or net cash used or provided by financing activities previously reported in the condensed statements of cash flows. However, certain line items within the operating section of the condensed statements of cash flows would change by immaterial amounts.

Use of Estimates

The preparation of consolidated financial statements requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and the related disclosures at the date of the consolidated financial statements as well as the reported amounts of revenues and expenses during the periods presented. The Company bases these estimates on current facts, historical and anticipated results, trends and various other assumptions that it believes are reasonable in the circumstances, including assumptions as to future events. These estimates include, but are not limited to, the transaction price for certain contracts with customers, the capitalization of software costs and the valuation of stock-based awards, inventory, earn-out contingent liability and earn-out RSUs. Actual results could differ materially from those estimates, judgments and assumptions.

Concentration of Credit Risk and Other Risks and Uncertainties

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable.

The Company’s cash and cash equivalents are deposited with high-quality financial institutions. The Company has balances in financial institutions that exceed federal depository insurance limits. Management believes these financial institutions are financially sound and, accordingly, that minimal credit risk exists. The Company has not experienced any losses on its deposits of cash and cash equivalents.

The Company assesses both the customer and, if applicable, the third party payor that reimburses the Company on the customer’s behalf when evaluating concentration of credit risk. Significant customers and payors are those that represent more than 10% of the Company’s total annual revenues or accounts receivable balance at each respective balance sheet date. The significant concentrations of accounts receivable as of December 31, 2021 and 2020 were primarily from large managed care insurance companies and a reference laboratory. There was no individual customer that accounted for 10% or more of revenue or accounts receivable for any of the years presented. The Company does not require collateral as a means to mitigate customer credit risk.

For each significant payor, revenue as a percentage of total revenues and accounts receivable as a percentage of total accounts receivable are as follows:


	Revenue			Accounts Receivable
	Year Ended December 31,			As of December 31,
	2021	2020	2019	2021	2020
Payor A	22%	27%	36%	15%	10%
Payor B	13%	14%	*	*	*
Payor C	*	*	*	*	20%
Payor D	*	*	24%	15%	*

__________________

*less than 10%

The Company is subject to a concentration of risk from a limited number of suppliers for certain reagents and laboratory supplies. One supplier accounted for approximately 7%, 11% and 15% for the years ended December 31, 2021, 2020 and 2019, respectively. Another supplier accounted for approximately 11%, 10% and 12% for the years ended December 31, 2021, 2020 and 2019, respectively. This risk is managed by maintaining a target quantity of surplus stock.

Impact of COVID-19

In March 2020, the World Health Organization declared the COVID-19 outbreak a global pandemic. The ongoing COVID-19 pandemic has had, and continues to have, an extensive impact on global health and economic conditions. Many jurisdictions, including those in which the Company has current operations, have implemented measures to combat the spread and resurgence of COVID-19, such as travel restrictions and shelter in place orders. In addition, the healthcare sector generally experienced a decline in discretionary care services at the onset of the pandemic.

Beginning in April 2020, the Company’s diagnostic test volumes decreased significantly as compared to the prior year as a result of the COVID-19 pandemic and the related limitations and priorities across the healthcare system. In response, beginning in May 2020, the Company entered into several service agreements with state governments and healthcare institutions to provide testing for the presence of COVID-19 variants. While test volumes have since improved, the Company continues to experience changes in the mix of tests due to the impact of the COVID-19 pandemic. COVID-19 could continue to have a material impact on the Company’s results of operations, cash flows and financial condition for the foreseeable future.

In March 2020, the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) was signed into law which was a stimulus bill that, among other things, provided assistance to qualifying businesses and individuals and included funding for the healthcare system. During 2020, as part of the stimulus provided by the CARES Act, the Company received $5.4 million, comprised of $2.6 million received under the Provider Relief Fund (“PRF”) distribution and $2.8 million received under the Employee Retention Credit (“ERC”) distribution which was recorded in other current liabilities and reflected in this balance as of December 31, 2020 and December 31, 2021.

During 2021, the Company received an additional $5.6 million during 2021 under the PRF distribution, which was recognized in other income (expense), net in the consolidated statements of operations and comprehensive loss.

Additionally, under the CARES Act, the Company deferred payment of U.S. social security taxes in 2020 . As a result, $3.8 million of employer payroll tax payments were deferred as of December 31, 2020 with $1.9 million paid in December 2021 and the remaining $1.9 million payment will be made in December 2022. As of December 31, 2021, the remaining payable is recorded in other current liabilities.

On December 15, 2021, it was announced that COVID-19 testing services would be discontinued by March 31, 2022.

Cash, Cash Equivalents and Restricted Cash

The Company considers all highly liquid investments with original maturities of three months or less from the date of purchase to be cash equivalents. Cash equivalents consist of amounts invested in money market funds. Carrying values of cash equivalents approximate fair value due to the short-term nature of these instruments.

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported on the balance sheets that sum to the total of the same amounts shown on the statements of cash flows (in thousands):


	As of December 31,
	2021		2020
Cash and cash equivalents	$	400,569	$	108,132
Restricted cash	900		10,828
Total	$	401,469	$	118,960

Restricted cash as of December 31, 2021 consists of money market deposit accounts that secure an irrevocable standby letter of credit that serve as collateral for security deposits for operating leases (see Note 9).

Accounts Receivable

Accounts receivable consists of amounts due from customers and third party payors for services performed and reflect the consideration to which the Company expects to be entitled in exchange for providing those services. Accounts receivable are estimated and recorded in the period the related revenue is recorded. During the years ended December 31, 2021 and 2020, the Company did not record provisions for doubtful accounts. The Company did not write off any accounts receivable balances for the year ended December 31, 2021 and $0.2 million of accounts receivable was written off for the year ended December 31, 2020.

Inventory, net

Inventory, net which primarily consists of testing supplies and reagents, is capitalized when purchased and expensed when used in performing services. Inventory is stated at the lower of cost or net realizable value. Cost is determined using actual costs on a first-in, first-out basis. The Company periodically performs obsolescence assessments and writes off any inventory that is no longer usable. Any write-down of inventory to net realizable value creates a new cost basis. The Company recorded a reserve for excess and obsolete inventory of $2.1 million as of December 31, 2021. There was no reserve recorded as of December 31, 2020.

Property and Equipment, net

Property and equipment, net are stated at cost less accumulated depreciation and amortization. Equipment includes assets under capital lease. Improvements are capitalized, while maintenance and repairs are expensed as incurred. When assets are retired or otherwise disposed of, the cost and accumulated depreciation and amortization are removed from the balance sheets and any resulting gain or loss is reflected in the statements of operations and comprehensive loss in the period realized.

Capital leases and leasehold improvements are amortized straight-line over the shorter of the term of the lease or the estimated useful life. All other property and equipment assets are depreciated using the straight-line method over the estimated useful life of the asset, which ranges from three to five years.

The Company reviews the recoverability of its long-lived assets when events or changes in circumstances occur that indicate that the carrying value of the asset or asset group may not be recoverable. An impairment loss is recognized when the total estimated future undiscounted cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying amount. Impairment, if any, is assessed using discounted cash flows or other appropriate measures of fair value. There were no long-lived asset impairment losses recorded for any periods presented.

Capitalized Software

We capitalize certain costs incurred related to the development of our software applications for internal use during the application development state. If a project constitutes an enhancement to existing software, we assess whether the enhancement creates additional functionality to the software, thus qualifying the work incurred for capitalization. Costs incurred prior to meeting these criteria together with costs incurred for training and maintenance are expensed as incurred. Once the project is available for general release, capitalization ceases and we estimate the useful life of the asset and begin amortization.

Capitalized software costs are amortized using the straight-line method over an estimated useful life of three years. Capitalized software is reviewed for impairment whenever events or changes in circumstances may indicate that the carrying amount of an asset may not be recoverable

Fair Value Measurements

Financial assets and liabilities are recorded at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company determines the fair value of its financial instruments based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. The following

hierarchy lists three levels of fair value based on the extent to which inputs used in measuring fair value are observable in the market:

Level 1: Observable inputs such as quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities.

Level 2: Observable inputs such as quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active or model-derived valuations whose significant inputs are observable.

Level 3: Unobservable inputs that are significant to the measurement of fair value but are supported by little to no market data.

The Company’s financial assets and liabilities consist of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, accrued liabilities, capital leases and long-term debt. The Company’s cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued liabilities approximate their fair value due to the relatively short-term nature of these accounts.

The Company’s capital leases are classified within level 1 of the fair value hierarchy because such agreements bear interest at rates for instruments with similar characteristics; accordingly, the carrying value of these liabilities approximate their fair values.

The Company’s loan from the Connecticut Department of Economic and Community Development is classified within level 2 of the fair value hierarchy. As of December 31, 2021, the long-term debt is recorded at its carrying value of $11.0 million in the consolidated balance sheet. The fair value is $10.2 million, which is estimated based on discounted cash flows using the yields of similar debt instruments of other companies with similar credit profiles.

Warrant Liability

As of the consummation of the Merger in July 2021, there were 21,995,000 warrants to purchase shares of Class A common stock outstanding, including 14,758,333 public warrants and 7,236,667 private placement warrants. As of December 31, 2021, there were 21,994,972 warrants to purchase shares of Class A common stock outstanding, including 14,758,305 public warrants and 7,236,667 private placement warrants outstanding. Each warrant expires five years after the Business Combination or earlier upon redemption or liquidation, and entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per share, subject to adjustment, at any time commencing on September 4, 2021.

The Company may redeem the outstanding public warrants if the price per share of the Class A common stock equals or exceeds $18.00 as described below:

•in whole and not in part;

•at a price of $0.01 per public warrant;

•upon not less than 30 days’ prior written notice of redemption to each warrant holder; and

•if, and only if, the closing price of the Class A common stock equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending three trading days before sending the notice of redemption to warrant holders.

The Company may redeem the outstanding public warrants if the price per share of the common stock equals or exceeds $10.00 as described below:

•in whole and not in part;

•at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the common stock;

•if, and only if, the closing price of the Class A common stock equals or exceeds $10.00 per share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and

•if the closing price of the common stock for any 20 trading days within a 30-trading day period ending three trading days before the Company sends notice of redemption to the warrant holders is less than $18.00 per share (as adjusted), the private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants, as described above.

The private placement warrants were issued to CMLS Holdings, LLC, Mr. Munib Islam, Dr. Emily Leproust and Mr. Nat Turner, and are identical to the public warrants underlying the units sold in the initial public offering, except that (1) the private placement warrants and the common stock issuable upon the exercise of the private placement warrants would not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions, (2) the private placement warrants are exercisable on a cashless basis, (3) the private placement warrants are non-redeemable (except as described above, upon a redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00) so long as they are held by the initial purchasers or their permitted transferees, and (4) the holders of the private placement warrants and the common stock issuable upon the exercise of the private placement warrants have certain registration rights. If the private placement warrants are held by someone other than the initial purchasers or their permitted transferees, the private placement warrants will be redeemable by the Company and exercisable by such holders on the same basis as the public warrants.

The Company accounts for warrants as liability-classified instruments based on an assessment of the warrant terms and applicable authoritative guidance in accordance with ASC 480-Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815-Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, whether the warrants meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815. This assessment is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

Earn-out contingent liability

In connection with the Merger, all Legacy Sema4 stockholders and option holders at that time became entitled to a pro rata share of 19,021,576 earn-out shares and earn-out Restricted Stock Units (“RSUs”). Based on an assessment of the earn-out shares for the Legacy Sema4 stockholders, the Company considered ASC 480 and ASC 815 and accounted for the earn-out shares as a liability. The Company subsequently measures the fair value of the liability at each reporting period and reports the changes in fair value recorded as a component of other income (expense), net in the consolidated statements of operations and comprehensive loss.

The Company determined the fair value of the earn-out shares issued to the Legacy Sema4 stockholders as of December 31, 2021 was $10.2 million.

As for the earn-out RSUs for the Legacy Sema4 option holders, a total of 2.7 million RSUs were granted on December 9, 2021. The vesting of such arrangement is conditioned on the satisfaction of both a service requirement and on the satisfaction of a market-based requirement. The market-based requirement would be achieved if the Company’s stock price is greater than or equal to $13 (Triggering Event I), $15 (Triggering Event II) and $18 (Triggering Event III) during the applicable performance period, based on the volume-weighted average price for a period of at least 20 days out of 30 consecutive trading days. Therefore, the Company accounts for this arrangement in accordance with ASC 718- Compensation — Stock Compensation (“ASC 718”) and stock-compensation expense is recognized over the longer of the expected achievement period for the market-based requirement and the service requirement. The Company recorded $0.2 million in relation to the earn-out RSU for the year ended December 31, 2021. In the event that any earn-out RSUs that are forfeited as a result of a failure to achieve the service requirement, the underlying shares will be reallocated on an annual basis to the Legacy Sema4 stockholders and to the Legacy Sema4 option holders who remain employed as of the date of such reallocation. The Company accounts for the re-allocations to Legacy Sema4 option holders as new grants.

The estimated fair value of the earn-out is determined using a Monte Carlo valuation analysis.

Stock-based Compensation

The Company measures stock-based compensation at the grant date based on the fair value of the award and recognizes stock-based compensation expense over the requisite service period for each separate vesting portion of the award on a straight-line basis. Determining the fair value of stock option awards requires judgment, including estimating stock price volatility and expected option life. Restricted stock awards are valued based on the fair value of the stock on the grant date. The Company uses the Black-Scholes option-pricing model to estimate the fair value of its stock option awards.

The Company issues new shares upon share option exercise and vesting of a restricted share unit. Forfeitures of stock-based compensation are recognized as they occur.

Income Taxes

Income taxes are accounted for under the asset and liability method. The provision for income taxes represents income taxes paid or payable for the current year plus the change in deferred taxes during the year. Current and deferred income taxes are measured based on the tax laws that are enacted as of the balance sheet date of the relevant reporting period. Deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities and their respective tax bases using tax rates in effect for the year in which the differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations and comprehensive loss in the period when the change is enacted. A valuation allowance is established when it is more likely than not that some or all of the deferred tax assets will not be realized. Based on the Company’s historical operating losses, the Company has recorded a valuation allowance to reduce deferred tax assets to the amount that is more likely than not to be realized.

The Company recognizes the effect of a tax position when it is more likely than not, based on technical merits, that the position will be sustained upon examination by the appropriate taxing authorities. The amount of tax benefit recognized for an uncertain tax position is the largest amount of benefit with a greater than 50 percent likelihood of being realized. Unrecognized tax benefits are included within other liabilities if recognized and are charged to earnings in the period that such determination is made. The Company records interest and penalties related to tax uncertainties, if applicable, as a component of income tax expense.

Leases

The Company categorizes lease agreements at their inception as either operating or capital leases.

For operating leases, the Company recognizes related rent expense on a straight-line basis over the term of the applicable lease agreement. Certain lease agreements contain rent holidays, scheduled rent increases and lease incentives. Rent holidays and scheduled rent increases are included in the determination of rent expense to be recorded over the lease term. Any lease incentives reduce rent expense the Company records on a straight-line basis over the term of the lease. The Company recognizes rent expense beginning on the date it obtains the legal right to use and control the leased space.

For capital leases, the Company records a leased asset with a corresponding liability. Payments are recorded as reductions to the liability with an interest charge recorded based on the remaining liability.

Revenue Recognition

The Company adopted Accounting Standards Codification (“ASC”) Topic 606 (“ASC 606”), Revenue from Contracts with Customers, on January 1, 2019 using the modified retrospective method applied to contracts which were not completed as of the adoption date. The Company recognizes revenue when control of the promised goods or services is transferred to the customer in an amount that reflects the consideration which the Company expects to be entitled to in exchange for those goods or services. If any changes in customer credit issues are identified which were not assessed at the date of service, provisions for doubtful accounts are recognized and recorded.

Diagnostic test revenue

The Company’s diagnostic test revenue contracts typically consist of a single performance obligation to deliver diagnostic testing services to the ordering facility or patient and therefore allocation of the contract transaction price is not applicable. Control over diagnostic testing services is generally transferred at a point in time when the customer obtains control of the promised service which is upon delivery of the test.

Diagnostic test revenues consist primarily of services reimbursed by third-party insurance payors. Third-party insurance payors include managed care health plans and commercial insurance companies, including plans offered through the health insurance exchanges, and employers. In arrangements with third-party insurance payors, the transaction price is stated within the contract, however, the Company accepts payments from third-party payors that are less than the contractually stated price and is therefore variable consideration and the transaction price is estimated.

When determining the transaction price, the Company uses a portfolio approach as a practical expedient to account for categories of diagnostic test contracts as collective groups rather than on an individual contract basis. The portfolio consists of major payor classes based on third-party payors. Based on historical collection trends and other analyses, the Company believes that revenue recognized by utilizing the portfolio approach approximates the revenue that would have been recognized if an individual contract approach was used.

Estimates of allowances for third-party insurance payors that impact the estimated transaction price are based upon the pricing and payment terms specified in the related contractual agreements. Contractual pricing and payment terms in third-party insurance agreements are generally based upon predetermined rates per diagnosis, per diem rates or discounted fee-for-service rates. In addition, for third-party payors in general, the estimated transaction price is impacted by factors such as historical collection experience, contractual provisions and insurance reimbursement policies, payor mix, and other relevant information for applicable payor portfolios.

For institutional clients, the customer is the institution. The Company determines the transaction price associated with services rendered in accordance with the contractual rates established with each customer.

Payment terms and conditions vary by contract and customer, however standard payment terms are generally less than 60 days from the invoice date. In instances where the timing of the Company’s revenue recognition differs from the timing of its invoicing, the Company does not assess whether a contract has a significant financing component if the expectation at contract inception is such that the period between payment by the customer and the transfer of the promised services to the customer will be one year or less.

Other revenue

The Company enters into both short-term and long-term project-based collaboration and service agreements with customers. Certain of these contracts include the transfer of a license to the Company’s intellectual property or participation by the Company on joint steering committees with the customer, which was considered to be immaterial in the context of the contract. The Company concludes that the goods and services transferred to our customers pursuant to these agreements generally comprise a single performance obligation on the basis that such goods and services are not distinct within the context of the contract. This is because the goods and services are highly interdependent and interrelated such that the Company would not be able to fulfill its underlying promise to our customers by transferring each good or service independently.

The consideration generally includes non-refundable upfront payments and variable payments based upon the achievement of certain milestones or fixed monthly payments during the contract term. Non-refundable upfront payments received prior to the Company performing performance obligation are recorded as a contract liability upon receipt. Milestone payments are included in the transaction price only when it is probable that doing so will not result in a significant reversal of cumulative revenue recognized when the uncertainty associated with the milestone is subsequently resolved. For longer-term contracts, the Company does not account for a significant financing component since a substantial amount of the consideration promised by the customer is variable and the amount or timing of that consideration varies on the basis of a future event that is not substantially within the control of either party.

The Company satisfies its performance obligation generally over time if the customer simultaneously receives and consumes the benefits provided by the Company’s services as the Company performs those services. The Company recognizes revenue over time using an input measure based on costs incurred on the basis that this measure best reflects the pattern of transfer of control of the services to the customer. In some contracts, the Company subcontracts certain services to other parties for which the Company is ultimately responsible. Costs incurred for such subcontracted services are included in the Company’s measure of progress for satisfying its performance obligation and are recorded in cost of services in the consolidated statements of operations and comprehensive loss. Changes in the total estimated costs to be incurred in measuring the Company’s progress toward satisfying its performance obligation may result in adjustments to cumulative revenue recognized at the time the change in estimate occurs.

Segment Information

The Company operates and manages its business as one reportable operating segment based on how the Chief Executive Officer, who is the Company’s chief operating decision maker (“CODM”), assesses performance and allocates resources across the business.

Emerging Growth Company

The Company is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012. As such, the Company is eligible for exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies, including reduced reporting and extended transition periods to comply with new or revised accounting standards for public business entities. The Company has elected to avail itself of this exemption and, therefore, will not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

Recently Adopted Accounting Pronouncements

Effective January 1, 2021, the Company adopted Accounting Standards Update (“ASU”) 2018-18, Collaborative Arrangements: Clarifying the Interaction between Topic 808 and Topic 606 (“ASU 2018-18”), which clarifies that certain transactions between participants in a collaborative arrangement should be accounted for under ASC Topic 606 (“ASC 606”), Revenue from Contracts with Customers, when the counterparty is a customer. In addition, ASC Topic 808 (“ASC 808”), Collaborative Arrangements precludes an entity from presenting consideration from a transaction in a collaborative arrangement as revenue from contracts with customers if the counterparty is not a customer for that transaction. Adoption of ASU 2018-18 did not have an impact on the Company’s consolidated financial statements as the Company is not currently a participant in any such collaborative arrangements.

The Company adopted ASU 2018-15, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (“ASU 2018-15”) for the annual period ended December 31, 2021. ASU 2018-15 aligns the accounting for costs incurred to implement a cloud computing arrangement that is a service arrangement with the guidance on capitalizing costs associated with developing or obtaining internal-use software. The Company adopted and applied this update prospectively to all implementation costs incurred during the year ended December 31, 2021, $2.3 million of implementation costs are capitalized and recorded in other current and non-current assets. The Company capitalizes certain costs incurred during the application development stage and all costs incurred during the preliminary project and post-implementation stages are expensed as incurred. Amortization begins when the cloud computing arrangement is ready for its intended use and is calculated on a straight-line basis over the fixed noncancellable periods plus renewal periods the Company deems it reasonably certain to exercise.

The Company adopted ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). ASU 2019-12 updates specific areas of ASC 740, Income Taxes, to reduce complexity while maintaining or improving the usefulness of the information provided to users of financial statements. The Company has adopted the new standard in the fourth quarter of 2021 and upon adoption we did not have a material impact on our consolidated financial position and results of operations.

Recently Issued Accounting Pronouncements Not Yet Adopted

In February 2016, the FASB issued ASU 2016-02, Leases (“Topic 842”), which requires lessees to recognize right-of-use assets and lease liabilities for most leases on their balance sheets. Expense recognition for lessees under Topic 842 is similar to current lease accounting and once adopted, it will require enhanced disclosures to help the financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. The recognition, measurement and presentation of expenses and cash flows arising from a lease will primarily depend on its classification as a finance or operating lease. As an emerging growth company, the Company elected to adopt the Topic 842 under the extended transition period available to entities in the “all other” category, which would be effective for the annual period beginning on January 1, 2022 and all interim periods within the year ended December 31, 2023. Early adoption is permitted. The Company has selected an information system application to centralize the tracking and accounting for the Company’s leases and is currently in the process of completing implementation of that application. The Company plans to adopt the Topic 842 using the modified retrospective transition method and will not restate comparative periods. The modified retrospective transition method requires the cumulative effect, if any, of initially applying the guidance to be recognized as an adjustment to our accumulated deficit as of that adoption date. The Company plans to elect the package of practical expedients permitted under the transition guidance within the Topic 842, which allows the Company to carry forward prior conclusions about lease identification, classification and initial direct costs for leases entered into prior to adoption of the Topic 842. Additionally, the Company plans to not separate lease and non-lease components of the leases. For leases with a term of 12 months or less, the Company plans to elect the short-term lease exemption, which allows it to not recognize right-of-use assets or lease liabilities for qualifying leases existing at transition and new leases we may enter into in the future. The Company is currently in the process of quantifying the impact, but is currently unable to estimate the impact on the consolidated financial statements.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). The new credit losses standard changes the impairment model for most financial assets and certain other instruments. For trade and other receivables, contract assets recognized as a result of applying ASC 606, loans and certain other instruments, entities will be required to use a new forward looking “expected loss” model that generally will result in earlier recognition of credit losses than under today’s incurred loss model. As an emerging growth company, ASU 2016-13 is effective for annual periods beginning after December 15, 2022, with early adoption permitted. Application of the amendments is through a cumulative-effect adjustment to the opening retained earnings as of the beginning of the first reporting period in which the guidance is effective. The Company is currently evaluating the impact of the new guidance on its financial statements and related disclosures.

In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832), Disclosures by Business Entities About Government Assistance, which requires entities to provide disclosures on material government assistance transactions for annual reporting periods. The disclosures include information around the nature of the assistance, the related accounting policies used to account for government assistance, the effect of government assistance on the entity’s financial statements, and any significant terms and conditions of the agreements, including commitments and contingencies. The new standard is effective for the Company on January 1, 2022 and only impacts annual financial statement footnote disclosures. The Company does not expect the impact of adopting this new accounting guidance to have a material effect on its consolidated financial statements and related disclosures.

Business Combination	12 Months Ended
Business Combination	Dec. 31, 2021
Business Combination and Asset Acquisition [Abstract]
Business Combination	Business Combination As discussed in Note 1, on July 22, 2021, the Company consummated the Business Combination and received net cash proceeds of $510.0 million. Pursuant to the Business Combination, the following occurred: •Holders of 10,188 shares of CMLS’s Class A common stock sold in its initial public offering (the “public shares”) exercised their right to have such shares redeemed for a full pro rata portion of the trust account holding the proceeds from CMLS’s initial public offering (the “IPO”), which was approximately $10.00 per share, or $101,880 in aggregate. •Each share of CMLS’s Class B common stock was automatically converted into common stock of the Company. •Each share of the Legacy Sema4 Class B common stock was converted into 1/100th of a share of Legacy Sema4 Class A common stock and each share of Legacy Sema4 common stock and preferred stock was canceled and received a portion of the merger consideration, resulting in certain Legacy Sema4 stockholders receiving $230,665,220 of cash and the Legacy Sema4 stockholders receiving an aggregate of 178,336,298 shares of common stock of the Company. •Pursuant to subscription agreements entered into on February 9, 2021, certain investors agreed to subscribe for an aggregate of 35,000,000 newly-issued shares of common stock at a purchase price of $10.00 per share for an aggregate purchase price of $350,000,000 (the “PIPE Investment”). Concurrently with the closing of the Business Combination, the Company consummated the PIPE Investment. •After giving effect to the Merger, the redemption of public shares and the conversion of the CMLS Class B common stock as described above, and the consummation of the PIPE Investment, there were 240,190,402 shares of the Company’s common stock issued and outstanding. The Company recorded $51.8 million of transaction costs which consist of direct, incremental legal, professional, accounting, and other third-party fees that were directly related to the execution of the Merger in additional paid-in capital. Upon consummation of the Merger, $9.0 million of the transaction costs relates to costs incurred by Legacy Sema4 and reclassed to offset against equity from prepaid expense and other current assets.

Revenue Recognition

12 Months Ended

Dec. 31, 2021

Revenue from Contract with Customer [Abstract]

Revenue Recognition

The following table summarizes the Company’s disaggregated revenue (in thousands):


	Year Ended December 31,
	2021		2020		2019
Diagnostic test revenue:
Patients with third-party insurance	$	169,576	$	138,153	$	169,538
Institutional customers	31,717		35,200		20,888
Self-pay patients	3,807		1,998		1,241
Total diagnostic test revenue	205,100		175,351		191,667
Other revenue	7,095		3,971		4,507
Total	$	212,195	$	179,322	$	196,174

Reassessment of variable consideration

Subsequent changes to the estimate of the transaction price, determined on a portfolio basis when applicable, are generally recorded as adjustments to revenue in the period of the change. The Company updates variable consideration estimated quarterly. Our assessment performed at year-end did not result in material adjustments to the Company’s previously reported revenue or accounts receivable amounts.

Remaining performance obligations

Due to the long-term nature of the collaboration service agreement, the Company’s obligations pursuant to such agreements represent partially unsatisfied performance obligations as of December 31, 2021. The revenues under existing service agreements with original expected durations of more than one year are estimated to be approximately $10.2 million. The Company expects to recognize the majority of this revenue over the next 3.3 years.

Contract assets and liabilities

Contract assets consist of the Company’s right to consideration that is conditional upon its future performance. Contract assets arise in collaboration service agreements for which revenue is recognized over time but the Company’s right to bill the customer is contingent upon the achievement of contractually-defined milestones.

Contract liabilities consist of customer payments in excess of revenues recognized. For collaboration service agreements, the Company assesses the performance obligations and recognizes contract liabilities as current or non-current based upon forecasted performance.

A reconciliation of the beginning and ending balances of contract assets and contract liabilities is shown in the table below (in thousands):


	Contract Assets		Contract Liabilities
December 31, 2020	$	2,028	$	3,811
Contract asset additions	1,163		—
Customer prepayments	—		2,223
Revenue recognized	105		(2,265)
December 31, 2021	$	3,296	$	3,769

The increase in contract assets as of December 31, 2021 is primarily due to the execution of a service agreement with a customer during the year. The Company presents contracts assets and contract liabilities arising from this customer contract on a net basis on its balance sheets. As of December 31, 2021 and December 31, 2020, $0.5 million and $1.8 million are recorded as current contract liabilities, respectively.

Costs to fulfill contracts

Costs associated with fulfilling the Company’s performance obligations pursuant to its collaboration service agreements include costs for services that are subcontracted to ISMMS. Amounts are generally prepaid and then expensed in line with the pattern of revenue recognition. Prepayment of amounts prior to the costs being incurred are recognized on the balance sheets as current or non-current asset based upon forecasted performance.

As of December 31, 2021 and 2020, the Company had outstanding deferred costs to fulfill contracts of $1.8 million and $3.0 million, respectively. At each period, all outstanding deferred costs were recorded as other current assets.

Amortization of deferred costs was $1.4 million, $0.9 million and $0.7 million for the years ended December 31, 2021, 2020 and 2019, respectively. The amortization of these costs is recorded in cost of services of the consolidated statements of operations and comprehensive loss.

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

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

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

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

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

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

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

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

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

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

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

Fair Value Measurements

12 Months Ended

Dec. 31, 2021

Fair Value Disclosures [Abstract]

Fair Value Measurements

The following tables set forth the fair value of financial instruments that were measured at fair value on a recurring basis (in thousands):


	December 31, 2021
	Total		Level 1		Level 2		Level 3
Financial Assets:
Money market funds	$	385,370	$	385,370	$	—	$	—
Total financial assets	$	385,370	$	385,370	$	—	$	—

Financial Liabilities:
Public warrant liability	$	14,463	$	14,463	$	—	$	—
Private warrant liability	7,092		—		7,092		—
Earn-out contingent liability	10,244		—		—		10,244
Total financial liabilities	$	31,799	$	14,463	$	7,092	$	10,244


	December 31, 2020
	Total		Level 1		Level 2		Level 3
Financial Assets:
Money market funds	$	92,940	$	92,940	$	—	$	—
Total financial assets	$	92,940	$	92,940	$	—	$	—

Of the $400.6 million cash and cash equivalents presented on the consolidated balance sheets, $385.4 million is in money market funds and is classified within Level 1 of the fair value hierarchy as the fair value is based on quoted prices in active markets.

The Company’s outstanding warrants include publicly-traded warrants (the “Public Warrants”) which were originally issued in the IPO and warrants sold in a private placement to CMLS Holdings LLC (the “Private Warrants”). The Company evaluated its warrants under ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity, and concluded that they do not meet the criteria to be classified in stockholders’ equity. Since the Public Warrants and Private Warrants meet the definition of a derivative under ASC 815, the Company recorded these warrants as non-current liabilities on the balance sheet at fair value upon the closing of the Business Combination, with subsequent changes in their respective fair values recognized in other income (expense), net on the consolidated statements of operations and comprehensive loss at each reporting date. As of December 31, 2021, the Public Warrants are classified within Level 1 of the fair value hierarchy as they are traded in active markets. The Private Warrants are classified within Level 2 of the fair value hierarchy as management determined the fair value of each Private Warrant is the same as that of a Public Warrant because the terms are substantially the same.

The contingent obligation to issue earn-out shares for Legacy Sema4 stockholders is accounted for as a liability and required remeasurement at each reporting date. The estimated fair value of the total earn-out shares as of December 31, 2021 is determined based on a Monte Carlo simulation valuation model. The fair value of the earn-out contingent liability is sensitive to expected volatility estimated based on selected guideline public companies and Company’s common stock price which is sensitive to changes in the forecasts of earnings and/or the relevant

operating metrics. The key assumptions utilized in determining the valuation as of December 31, 2021 and Closing Date were the following:


	December 31, 2021	Closing Date
Stock price	$4.46	$11.60
Expected volatility	62.5%	70.0%
Expected term (in years)	1.6	2.0
Risk-free interest rate	0.58%	0.20%

The earn-out contingent liability is categorized as Level 3 of the fair value hierarchy as the Company utilizes unobservable inputs in estimating volatility rate. Initial fair value determined and recorded at the Closing Date was $143.1 million and a gain of $132.9 million was recorded in the change in fair market value of warrant and earn-out contingent liability in the consolidated statements of operations and comprehensive loss based on re-measurement performed as of December 31, 2021.

Property, Plant and Equipment [Abstract]

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

+ References + Details

Property and Equipment

12 Months Ended

Dec. 31, 2021

Property and Equipment

Property and equipment consisted of the following (in thousands):


	As of December 31,
	2021		2020
Laboratory equipment	$	28,552	$	22,818
Equipment under capital leases	21,384		20,743
Leasehold improvements	21,905		16,736
Capitalized software	25,693		14,631
Building under capital lease	6,276		6,276
Construction in-progress	940		4,673
Computer equipment	6,634		4,118
Furniture, fixtures and other equipment	3,241		3,214
Total property and equipment	114,625		93,209
Less: accumulated depreciation and amortization	(51,906)		(30,099)
Property and equipment, net	$	62,719	$	63,110

For the years ended December 31, 2021, 2020 and 2019, depreciation and amortization expense was $21.8 million, $11.7 million and $6.4 million, respectively, which included software amortization expense of $5.6 million, $3.0 million and $1.2 million for the years ended December 31, 2021, 2020 and 2019, respectively. Depreciation and amortization expense is included within the statements of operations and comprehensive loss as follows (in thousands):


	Year Ended December 31,
	2021		2020		2019
Cost of services	$	14,094	$	9,055	$	4,752
Research and development	5,819		1,040		821
Selling and marketing	3		—		—
General and administrative	1,891		1,639		834
Total depreciation and amortization expenses	$	21,807	$	11,734	$	6,407

Related Party Transactions

12 Months Ended

Dec. 31, 2021

Related Party Transactions

On June 1, 2017, the Company signed a contribution and funding agreement and other agreements with ISMMS, whereby ISMMS contributed certain assets and liabilities related to the Company’s operations, provided certain services to the Company, and also committed to funding the Company up to $55.0 million in future capital contributions in exchange for equity in the Company, of which $55.0 million was drawn as of December 31, 2019. Following the transaction, the Company commenced operations and began providing the services and performing research.

For years ended December 31, 2021, 2020 and 2019, the Company incurred certain costs with ISMMS. Expenses recognized under the TSA totaled $1.4 million, $7.2 million and $7.8 million for the years ended December 31, 2021, 2020 and 2019, respectively, and are presented within related party expenses in the consolidated statements of operations and comprehensive loss. The Company had TSA payables due to ISMMS of $0 and $0.6 million as of December 31, 2021 and 2020, respectively. These amounts are included within due to related parties on the Company’s consolidated balance sheets.

Expenses recognized pursuant to other service arrangements with ISMMS totaled $7.0 million, $4.4 million and $3.5 million for the years ended December 31, 2021, 2020 and 2019, respectively. These amounts are included in either cost of services or related party expenses on the consolidated statements of operations and comprehensive loss depending on the particular activity to which the costs relate. Payables due to ISMMS for the other service arrangements were $2.6 million and $0.8 million as of December 30, 2021 and 2020, respectively. These amounts are included within due to related parties on the Company’s consolidated balance sheets.

Additionally, the Company incurred $1.3 million in purchases of diagnostic testing kits and materials for the year ended December 31, 2021 from an affiliate of a member of the Board of Directors who has served in the role since July 2021. The prices paid represent market rates. Payables due were $0.1 million as of December 31, 2021.

Total related party costs are included within cost of services and related party expenses in the consolidated statements of operations and comprehensive loss as follows (in thousands):


	Year Ended December 31,
	2021		2020		2019
Costs of services	$	3,975	$	2,189	$	1,859
Related party expenses	5,659		9,395		9,452
Total related party costs	$	9,634	$	11,584	$	11,311

Long-Term Debt

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

Long-Term Debt

Loan and Security Agreement (the “SVB Agreement”)

On November 15, 2021, the Company and Sema4 OpCo (together, the “Borrower”) entered into the SVB Agreement with Silicon Valley Bank (“SVB”). The SVB Agreement provides for a Revolver up to an aggregate principal amount of $125.0 million, including a sublimit of $20.0 million for Letters of Credit (as such terms are defined in the SVB Agreement). The outstanding principal amount of any Advance (as such term is defined in the SVB Agreement) will bear interest at a floating rate per annum equal to the greater of (1) 4.00% and (2) the Prime Rate plus the Prime Rate Margin. The Revolver will mature on November 15, 2024.

The obligations under the SVB Agreement are secured by a first priority perfected security interest in substantially all of the Company’s assets except for (i) Governmental Collection Accounts (as defined in the SVB Agreement), (ii) more than 65% of the presently existing and thereafter arising issued and outstanding shares of capital stock owned by Borrowers in a Foreign Subsidiary (as such term is defined in the SVB Agreement) and (iii) intellectual property pursuant to the terms of the SVB Agreement.

The SVB Agreement contains affirmative and negative covenants, including, among other things, restrictions on indebtedness, liens, investments, mergers, dispositions, and dividends and other distributions.

The SVB Agreement requires the Borrower to comply with certain financial covenants if Liquidity (as such term is defined in the SVB Agreement) falls below $135.0 million. These financial covenants include (i) a minimum Adjusted Quick Ratio (as such term is defined in the SVB Agreement) and (ii) the achievement of certain minimum revenue targets. On a monthly basis, the Borrowers would be required to maintain a minimum Adjusted Quick Ratio of greater than or equal to 1.25 to 1.0. The Borrower must also maintain certain trailing six-month minimum revenue targets through maturity if outstanding borrowings under the Revolver exceed $50.0 million.

The SVB Agreement also includes customary events of default, including failure to pay principal, interest or certain other amounts when due, material inaccuracy of representations and warranties, violation of covenants, certain bankruptcy and insolvency events, certain undischarged judgments, material invalidity of guarantees or grant of security interest, material adverse change, and involuntary delisting from the Nasdaq Stock Market, in certain cases subject to certain thresholds and grace periods. If one or more events of default occurs and continues beyond any applicable cure period, SVB may, without notice or demand to the Borrower, terminate its commitment to make further loans and declare all of the obligations of the Borrowers under the SVB Agreement to be immediately due and payable. The Company is in compliance with all covenants as of December 31, 2021.

No amounts have been drawn under the SVB Agreement as of December 31, 2021.

2016 Funding Commitment

In April 2016, ISMMS received a $5.0 million loan funding commitment (the “DECD Loan Agreement”) from the Connecticut Department of Economic and Community Development (“DECD”) to support the Genetic Sequencing Laboratory Project in Branford, Connecticut (the “Project”). The DECD made a commitment to offer a total of $9.5 million in loan funding for leasehold improvements, construction, equipment, research and development, and administrative expenses over a period of ten years at an annual interest rate of 2.0% (collectively, “Phase 1” and “Phase 2” of funding for the Project). On June 1, 2017, as part of the Spin-out, ISMMS assigned both the agreement underlying the Project and the DECD Loan Agreement to Sema4 OpCo, Inc. (“OpCo”). ISMMS guaranteed and continues to guarantee’s obligation to repay the DECD. Debt due to the DECD is collateralized by providing a security interest in certain machinery and equipment the Company acquired from ISMMS, as defined in a separate security agreement (the “DECD Security Agreement”). The DECD Security Agreement provides a security for the payment and performance of meeting the Company’s obligations to the DECD until the obligations have been fully satisfied.

In June 2018, the Company amended the existing $9.5 million DECD Loan Agreement (the “Amended DECD Loan Agreement”) with the DECD by increasing the total loan commitment to $15.5 million at the same fixed annual interest rate of 2.0% for a term of 10 years from the date the new funds are disbursed (“Phase 3” of funding for the Project). The terms of the Amended DECD Loan Agreement require the Company to make interest-only payments through July 2023 and principal and interest payments commencing in August 2023 through July 2028.

In addition, under the terms of the Amended DECD Loan Agreement, the DECD may grant partial principal loan forgiveness of up to $12.3 million in the aggregate. Such forgiveness is contingent upon the Company achieving job creation and retention milestones, specifically:

–$4.5 million of Phase 1 funding ($5.0 million) was forgiven in September 2018 based on creating and maintaining 35 new full-time positions in Connecticut, with a combined annual average compensation of $70,000 for a period of 24 continuous months by December 31, 2017;

–$2.8 million of Phase 2 funding ($4.5 million) will be forgiven based on creating 228 new full-time positions in Connecticut, with a combined annual average compensation of $83,000, and maintaining an average of 269 full-time positions for a period of 24 continuous months by December 31, 2021;

–$3.0 million of Phase 3 funding ($6.0 million) will be forgiven based on creating an additional 181 full-time positions in Connecticut, with a combined annual average compensation of $83,000, and maintaining an average of 450 full-time positions for a period of 24 continuous months by December 31, 2022; and

–An additional $2.0 million of funding will be forgiven based on creating an additional 103 full-time positions in Connecticut, with a combined annual average compensation of $83,000, and maintaining an average of 553 full-time positions for a period of 24 continuous months by December 31, 2023.

The outstanding loan balance from the DECD was $11.0 million at December 31, 2021 and 2020.

As of December 31, 2021, long-term debt matures as follows (in thousands):


2022	$	—
2023	875
2024	2,131
2025	2,174
2026	2,218
Thereafter	3,602
Total maturities of long-term debt	11,000
Less: Current portion of long-term debt	—
Total long-term debt, net of current portion	$	11,000

Debt due to the DECD is collateralized by providing a security interest in certain machinery and equipment the Company acquired from ISMMS, as defined in a separate security agreement. The DECD Security Agreement provides a security for the payment and performance of meeting the Company’s obligations to the DECD until the obligations have been fully satisfied.

2020 Master Loan Agreement

In August 2020, the Company entered into a loan and security agreement with a bank (the “Master Loan Agreement”), in which the Company received a loan of $6.3 million and deposited the proceeds into a deposit account held by the bank. The Company was required to make sixty consecutive monthly payments of principal and interest at a fixed monthly amount of $0.1 million beginning in November 2020. Interest payments were fixed at an annual interest rate of 4.75%.

The Company recorded the $6.3 million proceeds as restricted cash on the consolidated balance sheets at December 31, 2020. The outstanding loan balance was $6.1 million at December 31, 2020. In July 2021, the Company terminated the Master Loan Agreement by paying off the full amount, including $5.4 million principal and interest and $0.1 million in early payment penalties assessed pursuant to the terms of the agreement which is included in other income, net in the consolidated statements of operations and comprehensive loss.

2020 Master Lease Agreement

In December 2020, the Company entered into a lease agreement with a lender whereby the Company agreed to sell certain equipment and immediately lease back the equipment, resulting in proceeds of $3.6 million. Per the terms of the agreement, a financial institution issued an irrevocable standby letter of credit to the lender for $3.6 million. The Company was required to make sixty consecutive monthly payments of principal and interest at a fixed monthly amount of $0.1 million beginning in February 2021. Interest payments were fixed at an annual interest rate of 3.54%.

The Company was required to maintain an aggregate amount on deposit equal to at least 105% of the value of any outstanding letters of credit issued by the financial institution on the Company’s behalf. The letter of credit was required to be in place until all obligations had been paid in full. Further, the Company was required to furnish annual audited financial statements and other financial information to the lender on a regular basis. The Company was in compliance with the covenants as of December 31, 2020.

The Company recorded the $3.6 million proceeds as restricted cash on the consolidated balance sheets at December 31, 2020. The outstanding loan balance was $3.6 million at December 31, 2020. In July 2021, the

Company terminated the Master Lease Agreement by paying off the full amount, including $3.3 million principal and interest and early payment penalties of $0.2 million assessed pursuant to the terms of the agreement which is included in other income, net in the consolidated statements of operations and comprehensive loss.

Commitments and Contingencies

12 Months Ended

Dec. 31, 2021

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Operating Leases

The Company's operating lease arrangements are principally for office space and laboratory facilities. The Company’s headquarter lease was initially entered into via sub-lease agreements with ISMMS and a third party and they will expire in 2034. The agreements include escalating rent and rent-free period provisions. The third-party sub-lease agreement required the Company to deliver a letter of credit from a financial institution equal to the amount of the security deposit on the office space. Accordingly, in February 2020, a financial institution issued an irrevocable standby letter of credit to the third party for $0.9 million, which is recorded as restricted cash on the consolidated balance sheets as of December 31, 2021.

In April 2019, the Company entered into a sublease agreement to rent a building to be used for office and laboratory facility (the “Stamford Lease”) for a base term of 325 months, expiring in October 2046. The Company has the option to renew the lease at the end of the initial base term for either one period of 10 years, or two periods of 5 years. There is also an early termination option in which the Company may cancel the lease after the 196th month with cancellation fees. At inception of the Stamford Lease, the value of the land was determined to be more than 25% of the total value and therefore the building is accounted for as a capital lease and the land as an operating lease.

In January 2020, the Company entered into a lease agreement which expanded our existing laboratory facility in Branford, Connecticut. The lease commenced in February 2020 with a 10 year term. The lease includes escalating rent fees over the lease term.

Future minimum payments under non-cancelable operating leases as of December 31, 2021 are as follows (in thousands):


2022	$	4,383
2023	4,474
2024	4,562
2025	4,684
2026	4,775
Thereafter	45,463
Total operating lease obligations	$	68,341

Rent expense is recognized on a straight-line basis over the lease term and the Company recorded rent expense related to non-cancelable operating leases of $5.7 million, $5.3 million and $0.8 million for the years ended December 31, 2021, 2020 and 2019, respectively. Rent expense related to month-to-month operating leases was $1.2 million, $3.2 million, and $2.8 million for the years ended December 31, 2021, 2020 and 2019, respectively.

Capital Leases

The Company entered into various capital lease agreements to obtain laboratory equipment which contain bargain purchase commitments at the end of the lease term. The terms of the capital leases range from 3 to 5 years with interest rates ranging from 3.7% to 12.0% The leases are secured by the underlying equipment. Interest rate for the Stamford Lease is 13.1%.

Property and equipment under capital leases was $27.7 million and $27.0 million as of December 31, 2021 and 2020, respectively. Accumulated amortization on capital lease assets was $13.6 million and $9.7 million at December 31, 2021 and 2020, respectively.

For all capital leases, the portion of the future payments designated as principal repayment is recorded as a capital lease obligation on the Company’s consolidated balance sheets in accordance with repayment terms. Future payments under capital leases at December 31, 2021, are as follows (in thousands):


2022	$	4,890
2023	3,584
2024	2,763
2025	2,451
2026	2,003
Thereafter	49,883
Total capital lease obligations	65,574
Less: amounts representing interest	(43,728)
Present value of net minimum capital lease payments	21,846
Less: current portion	(3,419)
Capital lease obligations, net of current portion	$	18,427

Assets acquired under capital leases was $0.6 million, $7.5 million and $9.8 million for the years ended December 31, 2021, 2020 and 2019, respectively. Interest expense related to capital leases was $2.3 million, $2.2 million and $0.7 million for the years ended December 31, 2021, 2020 and 2019, respectively.

Purchase Obligations

The following sets forth purchase obligations as of December 31, 2021 with a remaining term of at least one year (in thousands):


Contractual Obligations	2022		2023		2024		Total Commitments
Materials, services and reagents provider	$	11,184	$	663	$	—	$	11,847
Software provider	3,084		3,092		1,076		$	7,252
Research and development	1,910		1,010		64		$	2,984
Equipment provider	469		400		139		$	1,008
	$	16,647	$	5,165	$	1,279	$	23,091

The Company enters into contracts with suppliers to purchase materials needed for diagnostic testing. These contracts generally do not require multiple-year purchase commitments.

Contingencies

The Company is a party to various actions and claims arising in the normal course of business. The Company does not believe that the outcome of these matters will have a material effect on the Company’s consolidated financial position, results of operations or cash flows. However, no assurance can be given that the final outcome of such proceedings will not materially impact the Company’s financial condition or results of operations.

The Company was not a party to any material legal proceedings as of December 31, 2021, nor is it a party to any legal proceedings as of the date of issuance of these consolidated financial statements.

Defined Contribution Plan

Substantially all of the Company’s employees in the U.S. are eligible to participate in the defined contribution plan the Company sponsors. The defined contribution plan allows employees to contribute a portion of their compensation in accordance with specified guidelines. The Company, at its discretion, makes matching contributions. The Company contributed $8 million, $5.5 million and $4 million for the years ended December 31, 2021, 2020 and 2019, respectively.

Stock-Based Compensation

12 Months Ended

Dec. 31, 2021

Share-based Payment Arrangement [Abstract]

Stock-Based Compensation

Stock Incentive Plans

The Company’s 2017 Equity Incentive Plan (the “2017 Plan”), as amended in February 2018, allowed the grant of options, restricted stock awards, stock appreciation rights and restricted stock units. No options granted under the 2017 Plan are exercisable after 10 years from the date of grant, and option awards generally vest over a four-year period.

The 2017 Plan was terminated in connection with the adoption of the Company's 2021 Equity Incentive Plan (the "2021 Plan"). Any awards granted under the 2017 Plan that remained outstanding as of the Closing Date and were converted into awards with respect to the Company’s Class A common stock in connection with the consummation of the Business Combination continue to be subject to the terms of the 2017 Plan and applicable award agreements, except for a modification of the repurchase provision, which is discussed further below.

On July 22, 2021, in connection with the Business Combination, the 2021 Plan became effective and 32,734,983 authorized shares of common stock were reserved for issuance thereunder. This Plan will be administered by the Compensation Committee of the Company’s Board of Directors, including determination of the vesting, exercisability and payment of the awards to be granted under this Plan. No awards granted under the 2021 Plan are exercisable after 10 years from the date of grant, and the awards granted under the 2021 Plan generally vest over a four-year period on a graded vesting basis.

As of December 31, 2021, there was an aggregate of 15,467,838 shares available for grants of stock options or other awards under the 2021 Plan.

Employee Stock Purchase Plan

The 2021 Employee Stock Purchase Plan (the “2021 ESPP”) became effective in connection with the Business Combination. The 2021 ESPP authorizes the issuance of shares of common stock pursuant to purchase rights granted to employees. A total of 4,804,011 shares of common stock have been reserved for future issuance under the 2021 ESPP. On each January 1 of each of 2022 through 2031, the aggregate number of shares of common stock reserved for issuance under the 2021 Plan may be increased automatically by the number of shares equal to one percent (1%) of the total number of shares of all classes of common stock issued and outstanding on the immediately preceding December 31. The Company did not make any grants of purchase rights under the 2021 ESPP during the year ended December 31, 2021.

Stock Option Activity

Under the 2017 Plan, the Company had a call option to repurchase awards for cash from the plan participants upon termination of the participant’s employment or consulting agreement (the “2017 Plan Call Option”). The options granted under the 2017 plan were accounted for as liability awards due to the 2017 Plan Call Option. The Company had a history of repurchase practice and the intention to repurchase the vested options. Therefore, the fair value of the liability awards was remeasured at each reporting period until the stockholder bears the risks and rewards of equity ownership for a reasonable period of time, which the Company concludes is at least six months.

Upon consummation of the Business Combination, the Company’s Board of Directors waived the Company’s right under the 2017 Plan Call Option to repurchase awards for cash from the plan participants upon termination of the participant’s employment or consulting agreement. As such, the Company modified the liability awards to equity awards and reclassified the modification date fair value of the awards to stockholders’ equity in the consolidated financial statements as of July 22, 2021. An incremental expense of $0.4 million resulting from the modification event was recorded in the year ended December 31, 2021.

All stock options granted under the 2021 Plan are accounted for as equity awards.

The following summarizes the stock option activity, which reflects the conversion of the options granted under the 2017 Plan into awards with respect to the Company Class A common stock in connection with the consummation of the Business Combination (in thousands, except share and per share amounts):


	Stock Options Outstanding	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (years)	Aggregate Intrinsic Value
Balance at December 31, 2020	32,339,970	$	0.54	7.82	$	159,899
Options granted	3,474,905	$	7.29
Options exercised	(2,248,705)	$	0.61
Options forfeited and canceled	(2,660,627)	$	1.16
Balance at December 31, 2021	30,905,543	$	1.24	6.80	$	109,887
Options exercisable at December 31, 2021	22,930,309	$	0.45	6.08	$	92,974

Nonvested options outstanding at the end of the year was 7,975,234 with weighted average grant-date fair value of $8.38.

The weighted-average grant-date fair value of options granted and total fair value of the options with tranches vested was $4.97 and $44.6 million for the year ended December 31, 2021, respectively. The weighted-average grant-date fair value of options forfeited and canceled was $10.52 for the year ended December 31, 2021. The aggregate intrinsic value of exercised options was $17.1 million, $0.6 million and $0.0 million in the years ended December 31, 2021, 2020 and 2019, respectively, and is calculated based on the difference between the exercise price and the fair value of the Company’s common stock as of the exercise date. The total payments for share-based liabilities were $0.1 million, $0.3 million and $1.0 million in the years ended December 31, 2021, 2020 and 2019, respectively.

Due to the historical accounting under the liability awards and modification accounting applied upon consummation of the Business Combination, as described above, the Company used the fair value determined on the modification date when calculating the grant-date and total fair value disclosed.

The fair value of the stock option awards for the period ended December 31, 2021, and as of December 31, 2020, and 2019 were estimated using the Black-Scholes option pricing model with the following assumptions:


	2021	2020	2019
Expected volatility	49.60%-67.70%	65.80%	60.00%
Weighted-average expected volatility	66.15%	65.80%	60.00%
Expected term (in years)	5.00-6.06	0.50–1.49	3.00–5.00
Risk-free interest rate	0.71%-1.26%	0.10%	1.40%–1.43%
Dividend yield	—	—	—
Fair value of Class A common stock	$7.62-$11.60	$5.49	$0.77

We estimated a volatility factor for the Company’s options based on analysis of historical share prices of a peer group of public companies. We did not rely on the volatility of the Company’s common stock because its limited trading history. We estimated the expected term of options granted using the “simplified method,” which is the mid-point between the vesting date and the ending date of the contractual term. We did not rely on the historical holding periods of the Company’s options due to the limited availability of exercise data. We used a risk-free interest rate based on the U.S. Treasury yield curve in effect for bonds with maturities consistent with the expected term of the option.

Restricted Stock Units (RSU)

The Company issued time-based RSUs to employees under the 2021 Plan. The RSUs automatically convert to common stock on a one-for-one basis as the awards vest. The Company measures the value of RSUs at fair value based on the closing price of the underlying common stock on the grant date. The RSUs granted generally vest over a four year vesting period from the grant date, however, the Company also granted certain RSUs during the three months ended December 31, 2021, which were vesting beginning 12 months from the grant date and vesting immediately on the grant date. The following table summarizes the activity related to the Company's time-based RSUs:


	Restricted Stock Units Outstanding	Weighted Average Grant Date Fair Value Per Unit
Balance at December 31, 2020	—	—
Restricted Stock Units granted	14,250,909	$7.55
Restricted Stock Units vested	(1,466,010)	$6.75
Restricted Stock Units forfeited	(195,341)	$7.62
Balance at December 31, 2021	12,589,558	$7.64

Nonvested RSUs outstanding at the end of the year was 12,589,558 with weighted average grant-date fair value of $7.64. The total fair value of RSUs vested for the year ended December 31, 2021 was $9.9 million.

Earn-out RSUs

The grant date fair value determined for Triggering Event I, II and III was $1.82, $1.39 and $0.94 per unit, respectively. Any re-allocated RSUs due to the Sema4 Legacy option holders’ forfeiture activities were accounted for as new grants and the fair value determined for Triggering Event I, II and III was $0.86, $0.61 and $0.41 per unit, respectively. Based on the grant date fair value, the Company expects to record total expense related to the Earn-out RSU Awards of $3.5 million. The Company expects to recognize the stock-compensation cost over the longer of the derived service period or service period.

Stock Appreciation Rights (SAR) Activity

The Company historically granted SAR to one employee and one consultant with exercise condition of a liquidation event. As a result of the Business Combination, settlement of the outstanding vested SARs in exchange for a cash payment and to cancel the outstanding unvested SARs was agreed upon and an expense of $3.8 million related to the vested SAR was recognized by the Company during the year ended December 31, 2021. There were no outstanding SARs as of December 31, 2021.

Stock-Based Compensation Expense

Stock-based compensation expense is included within the consolidated statements of operations and comprehensive loss as follows (in thousands):


	Year Ended December 31,
	2021		2020		2019
			(Restated)(1)
Cost of services	$	22,567	$	12,942	$	710
Research and development	47,183		26,650		1,281
Selling and marketing	29,110		11,755		650
General and administrative	120,561		68,884		2,841
Total stock-based compensation expense	$	219,421	$	120,231	$	5,482

______________

(1)Refer to Note 2, “Summary of Significant Accounting Policies.” for further details and discussions.

As of December 31, 2021, unrecognized stock-based compensation cost related to the unvested portion of the Company’s stock options was $29.7 million, which is expected to be recognized on a graded-vesting basis over a weighted-average period of 1.6 years. As of December 31, 2021, unrecognized stock-based compensation cost related to the Company’s RSUs was $78.4 million, which is expected to be recognized on a graded-vesting basis over a weighted-average period of 1.7 years.

Redeemable Convertible Preferred Stock

12 Months Ended

Dec. 31, 2021

Temporary Equity Disclosure [Abstract]

Redeemable Convertible Preferred Stock

There were no shares of Redeemable Convertible Preferred Stock outstanding as of December 31, 2021. Redeemable Convertible Preferred Stock as of December 31, 2020 consisted of the following (in thousands, except share data):


Redeemable Convertible Preferred Stock	Shares Authorized	Shares Issued and Outstanding	Amount		Aggregate Liquidation Preference
Series A-1	55,399,943	55,399,943	$	51,811	$	55,000
Series A-2	64,718,940	49,700,364	46,480		49,342
Series B	41,937,960	41,937,960	118,824		204,302
Series C	24,497,317	24,496,946	117,324		121,397
Total Redeemable Convertible Preferred Stock	186,554,160	171,535,213	$	334,439	$	430,041

Prior to the completion of the Business Combination, there were no significant changes to the terms of the Convertible Preferred Stock. Upon closing of the Merger, each share Preferred Stock (as defined in the Proxy Statement) was cancelled and received a portion of the merger consideration, resulting in certain Legacy Sema4 preferred stockholders receiving $230.0 million of cash and an aggregate of 148,543,062 shares of common stock. The Company recorded the conversion at the carrying value of the Redeemable Convertible Preferred Stock at the time of Closing.

Common Stock	12 Months Ended
Common Stock	Dec. 31, 2021
Equity [Abstract]
Common Stock	Common StockThere were 242,647,604 shares of Sema4 Holdings Class A common stock and 124 shares of Legacy Sema4 Class A common stock issued and outstanding as of December 31, 2021 and 2020, respectively. There were 0 and 130,557 shares of Class B common stock issued and outstanding as of December 31, 2021 and 2020, respectively.

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

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Income Taxes

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Income Taxes

The components of income before incomes taxes consisted of the following (in thousands):


	Year Ended December 31,
	2021		2020		2019
Foreign	$	—	$	—	$	—
Domestic	(245,390)		(241,340)		(29,704)
Total	(245,390)		(241,340)		(29,704)


	Year Ended December 31,
	2021		2020		2019
Current
Federal	$	—	$	—	$	—
State and Local	$	—	$	—	$	—
Foreign	$	—	$	—	$	—
Total Current	$	—	$	—	$	—

Deferred
Federal	$	—	$	—	$	—
State and Local	$	—	$	—	$	—
Foreign	$	—	$	—	$	—
Total Deferred	$	—	$	—	$	—
Total Tax Expense	$	—	$	—	$	—

For the years ended December 31, 2021, 2020 and 2019, the Company did not have a current or deferred income tax expense or (benefit). Accordingly, the effective tax rate for the Company for the years ended December 31, 2021, 2020 and 2019 was zero percent. A reconciliation of the anticipated income tax expense/(benefit) computed by applying the statutory federal income tax rate of 21% to income before taxes to the amount reported in the statement of operations and comprehensive loss is as follows (in thousands):


	Year Ended December 31,
	2021	2020	2019
U.S. federal taxes at statutory rate	21.0%	21.0%	21.0%
State taxes (net of federal benefit)	10.5	2.1	3.5
Research and development tax credits	0.7	0.6	3.4
Non-deductible stock-based compensation	(11.3)	(7.8)	(3.3)
162(m) Limitation	(5.7)	—	—
Permanent Items	(0.2)	—	(0.5)
Unrealized fair market value gain on warrants	17.0	—	—
Change in valuation allowance	(32.0)	(15.9)	(24.1)
Effective tax rate	—%	—%	—%

The tax effects of temporary differences and carryforwards that give rise to significant portions of the net deferred tax assets were as follows (in thousands):


	As of December 31,
	2021		2020
Deferred tax assets:
Net operating loss carryforwards	$	132,075	$	44,583
Stock-based compensation	12,311		7,538
Accrued compensation	4,170		2,337
Transaction costs	416		—
Research and development credits	7,285		4,667
Deferred rent	1,443		493
Unearned revenue	145		186
Deferred employer taxes	932		1,050
Interest expense	372		479
Property and equipment	608		—
Obsolete inventory reserve	655		—
Other	51		23
Gross deferred tax assets	160,463		61,356
Valuation allowance	(155,668)		(58,264)
Total deferred tax assets	4,795		3,092

Deferred tax liabilities:
Property and equipment	—		(685)
Capitalized software	(4,795)		(2,407)
Total deferred tax liabilities	(4,795)		(3,092)
Net deferred tax assets	$	—	$	—

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


	Amount	Expiration period
Tax net operating loss carryforwards:
Federal (pre-2018 net operating losses)	33,056	2036-2037
Federal (post-2017 net operating losses)	395,421	No expiration
State and Local	589,584	2028-2042
State and Local	25,704	No expiration
Tax credit carryforwards:
Federal research and development	5,096	2038-2040
Connecticut research and experimental	1,633	2034-2035
Connecticut research and development	556	No expiration

The Company had the following deferred tax valuation allowance balances (in thousands):


Year	Balance at the Beginning of Period		Additions	Write-Offs/Other	Balance at the End of Period
2021	$	58,264	97,404	—	$	155,668
2020	$	20,082	38,182	—	$	58,264
2019	$	12,928	7,154	—	$	20,082

The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property.

The CARES Act also provides for the elective deferral of the deposit and payment of the employer share of Social Security taxes for the period beginning March 27, 2020 and ending December 31, 2020. Under the CARES Act, 50% percent of the employer portion of Social Security tax is to be remitted no later than December 31, 2021, with the remaining 50% to be remitted no later than December 31, 2022. The Company has evaluated the effect of the elective deferral on its income tax positions and determined that the corresponding deduction related to the employer portion of Social Security tax is not deductible in the year ended December 31, 2020, resulting in a nominal deferred tax asset. The Company continues to evaluate the potential effects the CARES Act may have on its operations and consolidated financial statements in future periods.

Future realization of the tax benefits of existing temporary differences and carryforwards ultimately depends on the existence of sufficient taxable income within the carryforward period. As of December 31, 2021 and 2020, the Company performed an evaluation to determine whether a valuation allowance was needed. Based on the Company’s analysis, which considered all available evidence, both positive and negative, the Company determined that it is more likely than not that its net deferred tax assets will not be realized. Accordingly, the Company maintained a full valuation allowance as of December 31, 2021, 2020 and 2019. The valuation allowance increased by $97.4 million in 2021, $38.1 million in 2020 and $7.1 million in 2019 primarily due to the increase in net operating loss carryforwards, research and development tax credits, accrued compensation expenses, stock-based compensation and deferred rent expense.

Under Internal Revenue Code Section 382, if a corporation undergoes an “ownership change,” the corporation’s ability to use its pre-change NOL carryforwards and other pre-change tax attributes to offset its post-change income may be limited. Generally, an ownership change occurs when certain shareholders increase their aggregated ownership by more than 50 percentage points over their lowest ownership percentage in a testing period (typically three years). The Company has not completed a study to assess whether an ownership change has occurred or whether there have been multiple ownership changes since becoming a “loss corporation” as defined in Section 382. Future changes in stock ownership, which may be outside of the Company’s control, may trigger an ownership change. In addition, future equity offerings or acquisitions that have an equity component of the purchase price could result in an ownership change. If an ownership change has occurred or does occur in the future, utilization of the NOL carryforwards or other tax attributes may be limited.

ASC 740 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements by prescribing a model for recognizing, measuring, and disclosing uncertain tax positions. Unrecognized income tax benefits represent income tax positions taken on income tax returns but not yet recognized in the financial statements.

As of December 31, 2021, 2020 and 2019, the Company had nominal gross unrecognized tax benefits which, if recognized, would not impact the effective tax rate due to the Company’s valuation allowance position. Due to the uncertainties associated with any examinations that may arise with the relevant tax authorities, it is not possible to reasonably estimate the impact of any significant increase or decrease to the unrecognized tax benefits within the next twelve months.

A reconciliation of the beginning and ending amounts of unrecognized tax benefits for the years ended December 31, 2021, 2020 and 2019 is as follows (in thousands):


	As of December 31,
	2021		2020		2019
Unrecognized tax benefits – January 1	$	537	$	374	$	195
Gross increases – tax positions in current period	—		163		179
Unrecognized tax benefits – December 31	$	537	$	537	$	374

To the extent penalties and interest would be assessed on any underpayment of income tax, the Company’s policy is that such amounts would be accrued and classified as a component of income tax expense in the financial statements. As of December 31, 2021, 2020 and 2019, the Company has not accrued interest or penalties related to uncertain tax positions.

The Company files U.S federal and multiple state income tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal and state jurisdictions, where applicable. There are currently no pending federal or state income tax examinations. As a result of the Company’s net operating loss carryforwards, the Company’s federal and state statutes of limitations remain open from 2016 and forward until the net operating loss carryforwards are utilized or expire prior to utilization.

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

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Other Liabilities Disclosure [Abstract]

Net Loss per Share

12 Months Ended

Dec. 31, 2021

Earnings Per Share [Abstract]

Net Loss per Share

Basic net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding for the period. The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders (in thousands, except for share and per share amounts):


	Year Ended December 31,
	2021		2020		2019
Numerator:
Net loss attributable to common stockholders	$	(245,390)	$	(241,340)	$	(32,743)
Denominator:
Denominator for basic and diluted earnings per share-weighted-average common shares	108,077,439		5,131		124
Basic and diluted (loss) per share	$	(2.27)	$	(47,036)	$	(264,056)

As a result of the Merger, the Company has retroactively adjusted the weighted-average number of shares of common stock outstanding prior to the Merger by multiplying them by the conversion ratio of 123.8339 used to determine the number of shares of common stock into which they converted. The common stock issued as a result of the redeemable convertible preferred stock conversion upon closing of the Merger was included in the basic and diluted (loss) per share calculation on a prospective basis.

Prior to the consummation of the Merger, the Company applied the two-class method to calculate its basic and diluted net loss per share of common stock, as there were outstanding Class B common stock and redeemable convertible preferred stock that were participating securities. The two-class method is an earnings allocation formula that treats a participating security as having rights to earnings that otherwise would have been available to common stockholders. As the securities were all converted into Sema4 Holdings Class A common stock upon consummation of the Merger, all outstanding Legacy Sema4 Class B common stock has been retroactively converted to the Sema4 Holdings Class A common stock.

The following tables summarize the outstanding shares of potentially dilutive securities that were excluded from the computation of diluted net loss per share attributable to common stockholders for the period presented because including them would have been anti-dilutive:


	Year Ended December 31,
	2021	2020	2019
Outstanding options and RSUs	35,519,867	32,339,971	22,491,757
Outstanding warrants	21,994,972	—	—
Outstanding earn-out shares	16,351,897	—	—
Outstanding earn-out RSUs	2,669,679	—	—
Redeemable convertible preferred stock (on an if-converted basis)	—	157,618,388	121,298,525
Total	76,536,415	189,958,359	143,790,282

Supplemental Financial Information

12 Months Ended

Dec. 31, 2021

Supplemental Financial Information

Other current liabilities consisted of the following (in thousands):


	As of December 31,
	2021		2020
Accrued bonus	$	13,561	$	9,821
Accrued payroll	7,013		6,834
Accrued benefits	1,057		3,663
Accrued commissions	2,826		1,540
Current portion of long-term debt	—		1,770
Other	5,511		4,509
Total current other liabilities	$	29,968	$	28,137

Subsequent Events	12 Months Ended
Subsequent Events	Dec. 31, 2021
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events GeneDx Acquisition On January 14, 2022, the Company entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with GeneDx, Inc., a New Jersey corporation (“GeneDx”) and a wholly-owned subsidiary of OPKO Health, inc, and the other parties thereto. Subject to the terms and conditions of the Merger Agreement, the Company agreed to pay to OPKO Health Inc., of (i) $150 million in cash at the closing of the acquisition (the “Closing”), subject to certain adjustments as provided in the Merger Agreement, (ii) 80 million shares of the Company’s Class A common stock, to be issued at the Closing and (iii) up to $150 million payable following the Closing, if certain revenue-based milestones are achieved for each of the fiscal years ending December 31, 2022 and December 31, 2023 (the “Milestone Payments”). Each Milestone Payment, if and to the extent earned under the terms of the Merger Agreement, will be satisfied through the payment and/or issuance of a combination of cash and shares of Company Class A common stock (valued at $4.86 per share based on the average of the daily volume average weighted price of Company Class A common stock over the period of 30 trading days ended January 12, 2022), with such mix to be determined in Sema4’s sole discretion. The acquisition is expected to close in the first half of 2022, subject to the receipt of the required approval by the Company’s stockholders and the satisfaction of the closing conditions set forth in the Merger Agreement. Subscription Agreements and PIPE Investment (Private Placement) On January 14, 2022, concurrently with the execution of the Merger Agreement, the Company entered into subscription agreements for a private placement financing to issue and sell $200 million in Class A common stock at a price of $4.00 per share to a syndicate of institutional investors.

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Basis of Presentation

Basis of PresentationThe accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Company’s historical financial information includes costs of certain services historically provided by Icahn School of Medicine at Mount Sinai (“ISMMS”) pursuant to the Transition Services Agreement ("TSA") and service.

Reclassifications

Restatement – 2020 and 2019 annual statements of operations and comprehensive lossThe Company classifies expenses incurred that directly relate to the delivery of revenue as cost of services in its consolidated statements of operations and comprehensive loss.

Use of Estimates

Concentration of Credit Risk and Other Risks and Uncertainties

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable.

For each significant payor, revenue as a percentage of total revenues and accounts receivable as a percentage of total accounts receivable are as follows:


	Revenue			Accounts Receivable
	Year Ended December 31,			As of December 31,
	2021	2020	2019	2021	2020
Payor A	22%	27%	36%	15%	10%
Payor B	13%	14%	*	*	*
Payor C	*	*	*	*	20%
Payor D	*	*	24%	15%	*

__________________

*less than 10%

Cash, Cash Equivalents and Restricted Cash

Accounts Receivable

Inventory

Inventory, net

Property and Equipment, net

Capitalized Software

Fair Value Measurements

hierarchy lists three levels of fair value based on the extent to which inputs used in measuring fair value are observable in the market:

Level 1: Observable inputs such as quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities.

Level 3: Unobservable inputs that are significant to the measurement of fair value but are supported by little to no market data.

Warrant Liability

The Company may redeem the outstanding public warrants if the price per share of the Class A common stock equals or exceeds $18.00 as described below:

•in whole and not in part;

•at a price of $0.01 per public warrant;

•upon not less than 30 days’ prior written notice of redemption to each warrant holder; and

The Company may redeem the outstanding public warrants if the price per share of the common stock equals or exceeds $10.00 as described below:

•in whole and not in part;

Earn-out contingent liability

The Company determined the fair value of the earn-out shares issued to the Legacy Sema4 stockholders as of December 31, 2021 was $10.2 million.

The estimated fair value of the earn-out is determined using a Monte Carlo valuation analysis.

Stock-based Compensation

The Company issues new shares upon share option exercise and vesting of a restricted share unit. Forfeitures of stock-based compensation are recognized as they occur.

Income Taxes

Leases

The Company categorizes lease agreements at their inception as either operating or capital leases.

Revenue from Contract with Customer

Revenue Recognition

Diagnostic test revenue

Other revenue

Segment Information

Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements Not Yet Adopted

Recently Adopted Accounting Pronouncements

Recently Issued Accounting Pronouncements Not Yet Adopted

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Quarterly Financial Information restated the previously reported balances

The Company quantified the amount and determined it necessary to restate its previously reported balances as follows (in thousands):


	December 31, 2020			December 31, 2019
	As reported	Misclassification	Restated	As reported	Misclassification	Restated
Total revenue	179,322	—	179,322	196,174	—	196,174
Cost of services	184,648	(9,352)	175,296	119,623	(6,234)	113,389
Gross (loss) profit	(5,326)	9,352	4,026	76,551	6,234	82,785
Research and development	72,700	—	72,700	34,910	—	34,910
Selling and marketing	53,831	9,352	63,183	33,118	6,234	39,352
General and administrative	100,742	—	100,742	29,484	—	29,484
Related party expenses	9,395	—	9,395	9,452	—	9,452
Loss from operations	(241,994)	—	(241,994)	(30,413)	—	(30,413)
Total other income, net	654	—	654	709	—	709
Net loss and comprehensive loss	(241,340)	—	(241,340)	(29,704)	—	(29,704)

2021 interim statements of operations and comprehensive loss (in thousands)


	First Quarter				Second Quarter
	As reported	Misclass-ification	Adjustment	Restated	As reported	Misclass-ification	Adjustment	Restated
Total revenue	64,351	—	(150)	64,201	46,865	—	150	47,015
Cost of services	71,812	(3,837)	549	68,524	49,631	(2,287)	835	48,179
Gross (loss) profit	(7,461)	3,837	(699)	(4,323)	(2,766)	2,287	(685)	(1,164)
Research and development	53,131	—	2	53,133	11,954	—	(2)	11,952
Selling and marketing	31,569	3,837	(40)	35,366	16,247	2,287	40	18,574
General and administrative	101,917	—	121	102,038	12,794	—	76	12,870
Related party expenses	1,797	—	—	1,797	888	—	—	888
Loss from operations	(195,875)	—	(782)	(196,657)	(44,649)	—	(799)	(45,448)
Total other income, net	4,882	—	—	4,882	(713)	—	—	(713)
Net (loss) income and comprehensive loss	(190,993)	—	(782)	(191,775)	(45,362)	—	(799)	(46,161)


	Third Quarter				Fourth Quarter
	As reported	Misclass-ification	Adjustment	Restated	As reported
Total revenue	43,178	—	—	43,178	57,801
Cost of services	58,752	(6,031)	(1,234)	51,487	60,607
Gross (loss) profit	(15,574)	6,031	1,234	(8,309)	(2,806)
Research and development	17,831	—	—	17,831	22,246
Selling and marketing	22,121	6,031	—	28,152	30,646
General and administrative	33,230	—	(105)	33,125	57,955
Related party expenses	847	—	—	847	2,127
Loss from operations	(89,603)	—	1,339	(88,264)	(115,780)
Total other income, net	120,995	—	—	120,995	75,595
Net (loss) income and comprehensive loss	31,392	—	1,339	32,731	(40,185)

2020 interim statements of operations and comprehensive loss (in thousands)


	First Quarter			Second Quarter			Third Quarter			Fourth Quarter
	As reported	Misclass-ification	Restated	As reported	Misclass-ification	Restated	As reported	Misclass-ification	Restated	As reported	Misclass-ification	Restated
Total revenue	46,655	—	46,655	30,102		30,102	38,608		38,608	63,957		63,957
Cost of services	39,239	(2,101)	37,138	35,985	(1,480)	34,505	36,530	(2,508)	34,022	72,894	(3,263)	69,631
Gross (loss) profit	7,416	2,101	9,517	(5,883)	1,480	(4,403)	2,078	2,508	4,586	(8,937)	3,263	(5,674)
Research and development	13,096	—	13,096	9,361	—	9,361	19,083	—	19,083	31,160	—	31,160
Selling and marketing	11,733	2,101	13,834	8,686	1,480	10,166	12,735	2,508	15,243	20,677	3,263	23,940
General and administrative	7,164	—	7,164	8,121	—	8,121	24,342	—	24,342	61,115	—	61,115
Related party expenses	2,195	—	2,195	2,111	—	2,111	1,933	—	1,933	3,156	—	3,156
Loss from operations	(26,772)	—	(26,772)	(34,162)	—	(34,162)	(56,015)	—	(56,015)	(125,045)	—	(125,045)
Total other income, net	(218)	—	(218)	2,110	—	2,110	(600)	—	(600)	(638)	—	(638)
Net loss and comprehensive loss	(26,990)	—	(26,990)	(32,052)	—	(32,052)	(56,615)	—	(56,615)	(125,683)	—	(125,683)


	March 31, 2021			June 30, 2021			September 30, 2021
	As reported	Adjust- ment	Restated	As reported	Adjust- ment	Restated	As reported	Adjust-ment	Restated
Assets
Current assets:
Cash and cash equivalents	58,652	—	58,652	26,501	—	26,501	461,276	—	461,276
Accounts receivable	33,490	(150)	33,340	24,568	—	24,568	21,257	—	21,257
Due from related parties	349	—	349	437	—	437	413	—	413
Inventory	32,969	—	32,969	29,128	—	29,128	31,174	—	31,174
Prepaid expenses and other current assets	15,070	(139)	14,931	18,378	—	18,378	24,391	—	24,391
Total current assets	140,530	(289)	140,241	99,012	—	99,012	538,511	—	538,511
Property and equipment, net	64,632	—	64,632	62,097	—	62,097	60,333	—	60,333
Restricted cash	10,828	—	10,828	10,828	—	10,828	900	—	900
Other assets	3,596	—	3,596	3,596	—	3,596	3,613	—	3,613
Total assets	219,586	(289)	219,297	175,533	—	175,533	603,357	—	603,357

Liabilities, Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit)
Current liabilities:
Accounts payable and accrued expenses	41,609	493	42,102	43,650	1,581	45,231	43,079	242	43,321
Due to related parties	797	—	797	1,278	—	1,278	1,425	—	1,425
Current contract liabilities	2,810	—	2,810	1,341	—	1,341	493	—	493
Other current liabilities	22,991	—	22,991	24,764	—	24,764	26,369	—	26,369
Total current liabilities	68,207	493	68,700	71,033	1,581	72,614	71,366	242	71,608
Long-term debt, net of current portion	18,502	—	18,502	18,028	—	18,028	11,000	—	11,000
Stock-based compensation liabilities	296,952	—	296,952	295,049	—	295,049	—	—	—
Warrant liability	—	—	—	—	—	—	46,629	—	46,629
Earn-out contingent liability	—	—	—	—	—	—	61,400	—	61,400
Other liabilities	22,530	—	22,530	21,907	—	21,907	21,699	—	21,699
Total liabilities	406,191	493	406,684	406,017	1,581	407,598	212,094	242	212,336

Redeemable convertible preferred stock:
Series A-1 redeemable convertible preferred stock	51,811	—	51,811	51,811	—	51,811	—	—	—
Series A-2 redeemable convertible preferred stock	46,480	—	46,480	46,480	—	46,480	—	—	—
Series B redeemable convertible preferred stock	118,824	—	118,824	118,824	—	118,824	—	—	—
Series C redeemable convertible preferred stock	117,324	—	117,324	117,324	—	117,324	—	—	—
Redeemable convertible preferred stock	334,439	—	334,439	334,439	—	334,439	—	—	—
Stockholders’ equity (deficit):
Preferred Stock	—	—	—	—	—	—	—	—	—
Class A common stock	—	—	—	—	—	—	24	—	24
Class B convertible common stock	—	—	—	—	—	—	—	—	—
Additional paid-in capital	—	—	—	1,483	—	1,483	926,253	—	926,253
Accumulated deficit	(521,044)	(782)	(521,826)	(566,406)	(1,581)	(567,987)	(535,014)	(242)	(535,256)
Total stockholders’ (deficit) equity	(521,044)	(782)	(521,826)	(564,923)	(1,581)	(566,504)	391,263	(242)	391,021
Total liabilities, redeemable convertible preferred stock and stockholders’ equity	219,586	(289)	219,297	175,533	—	175,533	603,357	—	603,357

Revenue and accounts receivable concentration percentages

For each significant payor, revenue as a percentage of total revenues and accounts receivable as a percentage of total accounts receivable are as follows:


	Revenue			Accounts Receivable
	Year Ended December 31,			As of December 31,
	2021	2020	2019	2021	2020
Payor A	22%	27%	36%	15%	10%
Payor B	13%	14%	*	*	*
Payor C	*	*	*	*	20%
Payor D	*	*	24%	15%	*

__________________

*less than 10%

Reconciliation of cash and cash equivalents


	As of December 31,
	2021		2020
Cash and cash equivalents	$	400,569	$	108,132
Restricted cash	900		10,828
Total	$	401,469	$	118,960

Reconciliation of restricted cash


	As of December 31,
	2021		2020
Cash and cash equivalents	$	400,569	$	108,132
Restricted cash	900		10,828
Total	$	401,469	$	118,960

Revenue Recognition (Tables)

12 Months Ended

Dec. 31, 2021

Revenue from Contract with Customer [Abstract]

Revenue disaggregated by type of customer

The following table summarizes the Company’s disaggregated revenue (in thousands):


	Year Ended December 31,
	2021		2020		2019
Diagnostic test revenue:
Patients with third-party insurance	$	169,576	$	138,153	$	169,538
Institutional customers	31,717		35,200		20,888
Self-pay patients	3,807		1,998		1,241
Total diagnostic test revenue	205,100		175,351		191,667
Other revenue	7,095		3,971		4,507
Total	$	212,195	$	179,322	$	196,174

Contract assets and contract liabilities

A reconciliation of the beginning and ending balances of contract assets and contract liabilities is shown in the table below (in thousands):


	Contract Assets		Contract Liabilities
December 31, 2020	$	2,028	$	3,811
Contract asset additions	1,163		—
Customer prepayments	—		2,223
Revenue recognized	105		(2,265)
December 31, 2021	$	3,296	$	3,769

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2021

Fair Value Disclosures [Abstract]

Schedule of fair value on a recurring basis

The following tables set forth the fair value of financial instruments that were measured at fair value on a recurring basis (in thousands):


	December 31, 2021
	Total		Level 1		Level 2		Level 3
Financial Assets:
Money market funds	$	385,370	$	385,370	$	—	$	—
Total financial assets	$	385,370	$	385,370	$	—	$	—

Financial Liabilities:
Public warrant liability	$	14,463	$	14,463	$	—	$	—
Private warrant liability	7,092		—		7,092		—
Earn-out contingent liability	10,244		—		—		10,244
Total financial liabilities	$	31,799	$	14,463	$	7,092	$	10,244


	December 31, 2020
	Total		Level 1		Level 2		Level 3
Financial Assets:
Money market funds	$	92,940	$	92,940	$	—	$	—
Total financial assets	$	92,940	$	92,940	$	—	$	—

Schedule of measurement inputs and valuation techniques

The key assumptions utilized in determining the valuation as of December 31, 2021 and Closing Date were the following:


	December 31, 2021	Closing Date
Stock price	$4.46	$11.60
Expected volatility	62.5%	70.0%
Expected term (in years)	1.6	2.0
Risk-free interest rate	0.58%	0.20%

Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2021

Property, Plant and Equipment [Abstract]

Property and equipment and depreciation and amortization expense

Property and equipment consisted of the following (in thousands):


	As of December 31,
	2021		2020
Laboratory equipment	$	28,552	$	22,818
Equipment under capital leases	21,384		20,743
Leasehold improvements	21,905		16,736
Capitalized software	25,693		14,631
Building under capital lease	6,276		6,276
Construction in-progress	940		4,673
Computer equipment	6,634		4,118
Furniture, fixtures and other equipment	3,241		3,214
Total property and equipment	114,625		93,209
Less: accumulated depreciation and amortization	(51,906)		(30,099)
Property and equipment, net	$	62,719	$	63,110

Depreciation and amortization expense is included within the statements of operations and comprehensive loss as follows (in thousands):


	Year Ended December 31,
	2021		2020		2019
Cost of services	$	14,094	$	9,055	$	4,752
Research and development	5,819		1,040		821
Selling and marketing	3		—		—
General and administrative	1,891		1,639		834
Total depreciation and amortization expenses	$	21,807	$	11,734	$	6,407

Related Party Transactions (Tables)

12 Months Ended

Dec. 31, 2021

Long-term debt maturities

Total related party costs are included within cost of services and related party expenses in the consolidated statements of operations and comprehensive loss as follows (in thousands):


	Year Ended December 31,
	2021		2020		2019
Costs of services	$	3,975	$	2,189	$	1,859
Related party expenses	5,659		9,395		9,452
Total related party costs	$	9,634	$	11,584	$	11,311

Long-Term Debt (Tables)

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

As of December 31, 2021, long-term debt matures as follows (in thousands):


2022	$	—
2023	875
2024	2,131
2025	2,174
2026	2,218
Thereafter	3,602
Total maturities of long-term debt	11,000
Less: Current portion of long-term debt	—
Total long-term debt, net of current portion	$	11,000

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2021

Commitments and Contingencies Disclosure [Abstract]

Schedule of Future Minimum Rental Payments for Operating Leases

Future minimum payments under non-cancelable operating leases as of December 31, 2021 are as follows (in thousands):


2022	$	4,383
2023	4,474
2024	4,562
2025	4,684
2026	4,775
Thereafter	45,463
Total operating lease obligations	$	68,341

Schedule of Future Minimum Lease Payments for Capital Leases

Future payments under capital leases at December 31, 2021, are as follows (in thousands):


2022	$	4,890
2023	3,584
2024	2,763
2025	2,451
2026	2,003
Thereafter	49,883
Total capital lease obligations	65,574
Less: amounts representing interest	(43,728)
Present value of net minimum capital lease payments	21,846
Less: current portion	(3,419)
Capital lease obligations, net of current portion	$	18,427

Schedule of Material Purchase Commitments

The following sets forth purchase obligations as of December 31, 2021 with a remaining term of at least one year (in thousands):


Contractual Obligations	2022		2023		2024		Total Commitments
Materials, services and reagents provider	$	11,184	$	663	$	—	$	11,847
Software provider	3,084		3,092		1,076		$	7,252
Research and development	1,910		1,010		64		$	2,984
Equipment provider	469		400		139		$	1,008
	$	16,647	$	5,165	$	1,279	$	23,091

Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2021

Share-based Payment Arrangement [Abstract]

Summary of Stock Option Activity


	Stock Options Outstanding	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (years)	Aggregate Intrinsic Value
Balance at December 31, 2020	32,339,970	$	0.54	7.82	$	159,899
Options granted	3,474,905	$	7.29
Options exercised	(2,248,705)	$	0.61
Options forfeited and canceled	(2,660,627)	$	1.16
Balance at December 31, 2021	30,905,543	$	1.24	6.80	$	109,887
Options exercisable at December 31, 2021	22,930,309	$	0.45	6.08	$	92,974

Schedule of Valuation Assumptions


	2021	2020	2019
Expected volatility	49.60%-67.70%	65.80%	60.00%
Weighted-average expected volatility	66.15%	65.80%	60.00%
Expected term (in years)	5.00-6.06	0.50–1.49	3.00–5.00
Risk-free interest rate	0.71%-1.26%	0.10%	1.40%–1.43%
Dividend yield	—	—	—
Fair value of Class A common stock	$7.62-$11.60	$5.49	$0.77

Schedule of Restricted Stock Units

The following table summarizes the activity related to the Company's time-based RSUs:


	Restricted Stock Units Outstanding	Weighted Average Grant Date Fair Value Per Unit
Balance at December 31, 2020	—	—
Restricted Stock Units granted	14,250,909	$7.55
Restricted Stock Units vested	(1,466,010)	$6.75
Restricted Stock Units forfeited	(195,341)	$7.62
Balance at December 31, 2021	12,589,558	$7.64

Summary of Stock-Based Compensation Expense

Stock-based compensation expense is included within the consolidated statements of operations and comprehensive loss as follows (in thousands):


	Year Ended December 31,
	2021		2020		2019
			(Restated)(1)
Cost of services	$	22,567	$	12,942	$	710
Research and development	47,183		26,650		1,281
Selling and marketing	29,110		11,755		650
General and administrative	120,561		68,884		2,841
Total stock-based compensation expense	$	219,421	$	120,231	$	5,482

______________

(1)Refer to Note 2, “Summary of Significant Accounting Policies.” for further details and discussions.

Redeemable Convertible Preferred Stock (Tables)

12 Months Ended

Dec. 31, 2021

Temporary Equity Disclosure [Abstract]

Temporary Equity


Redeemable Convertible Preferred Stock	Shares Authorized	Shares Issued and Outstanding	Amount		Aggregate Liquidation Preference
Series A-1	55,399,943	55,399,943	$	51,811	$	55,000
Series A-2	64,718,940	49,700,364	46,480		49,342
Series B	41,937,960	41,937,960	118,824		204,302
Series C	24,497,317	24,496,946	117,324		121,397
Total Redeemable Convertible Preferred Stock	186,554,160	171,535,213	$	334,439	$	430,041

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Schedule of income tax provision

The components of income before incomes taxes consisted of the following (in thousands):


	Year Ended December 31,
	2021		2020		2019
Foreign	$	—	$	—	$	—
Domestic	(245,390)		(241,340)		(29,704)
Total	(245,390)		(241,340)		(29,704)


	Year Ended December 31,
	2021		2020		2019
Current
Federal	$	—	$	—	$	—
State and Local	$	—	$	—	$	—
Foreign	$	—	$	—	$	—
Total Current	$	—	$	—	$	—

Deferred
Federal	$	—	$	—	$	—
State and Local	$	—	$	—	$	—
Foreign	$	—	$	—	$	—
Total Deferred	$	—	$	—	$	—
Total Tax Expense	$	—	$	—	$	—

Reconciliation of effective income tax rate

A reconciliation of the anticipated income tax expense/(benefit) computed by applying the statutory federal income tax rate of 21% to income before taxes to the amount reported in the statement of operations and comprehensive loss is as follows (in thousands):


	Year Ended December 31,
	2021	2020	2019
U.S. federal taxes at statutory rate	21.0%	21.0%	21.0%
State taxes (net of federal benefit)	10.5	2.1	3.5
Research and development tax credits	0.7	0.6	3.4
Non-deductible stock-based compensation	(11.3)	(7.8)	(3.3)
162(m) Limitation	(5.7)	—	—
Permanent Items	(0.2)	—	(0.5)
Unrealized fair market value gain on warrants	17.0	—	—
Change in valuation allowance	(32.0)	(15.9)	(24.1)
Effective tax rate	—%	—%	—%

Net deferred tax assets

The tax effects of temporary differences and carryforwards that give rise to significant portions of the net deferred tax assets were as follows (in thousands):


	As of December 31,
	2021		2020
Deferred tax assets:
Net operating loss carryforwards	$	132,075	$	44,583
Stock-based compensation	12,311		7,538
Accrued compensation	4,170		2,337
Transaction costs	416		—
Research and development credits	7,285		4,667
Deferred rent	1,443		493
Unearned revenue	145		186
Deferred employer taxes	932		1,050
Interest expense	372		479
Property and equipment	608		—
Obsolete inventory reserve	655		—
Other	51		23
Gross deferred tax assets	160,463		61,356
Valuation allowance	(155,668)		(58,264)
Total deferred tax assets	4,795		3,092

Deferred tax liabilities:
Property and equipment	—		(685)
Capitalized software	(4,795)		(2,407)
Total deferred tax liabilities	(4,795)		(3,092)
Net deferred tax assets	$	—	$	—

Net operating loss carryforwards


	Amount	Expiration period
Tax net operating loss carryforwards:
Federal (pre-2018 net operating losses)	33,056	2036-2037
Federal (post-2017 net operating losses)	395,421	No expiration
State and Local	589,584	2028-2042
State and Local	25,704	No expiration
Tax credit carryforwards:
Federal research and development	5,096	2038-2040
Connecticut research and experimental	1,633	2034-2035
Connecticut research and development	556	No expiration

Tax credit carryforwards


	Amount	Expiration period
Tax net operating loss carryforwards:
Federal (pre-2018 net operating losses)	33,056	2036-2037
Federal (post-2017 net operating losses)	395,421	No expiration
State and Local	589,584	2028-2042
State and Local	25,704	No expiration
Tax credit carryforwards:
Federal research and development	5,096	2038-2040
Connecticut research and experimental	1,633	2034-2035
Connecticut research and development	556	No expiration

Summary of Valuation Allowance

The Company had the following deferred tax valuation allowance balances (in thousands):


Year	Balance at the Beginning of Period		Additions	Write-Offs/Other	Balance at the End of Period
2021	$	58,264	97,404	—	$	155,668
2020	$	20,082	38,182	—	$	58,264
2019	$	12,928	7,154	—	$	20,082

Unrecognized tax benefits

A reconciliation of the beginning and ending amounts of unrecognized tax benefits for the years ended December 31, 2021, 2020 and 2019 is as follows (in thousands):


	As of December 31,
	2021		2020		2019
Unrecognized tax benefits – January 1	$	537	$	374	$	195
Gross increases – tax positions in current period	—		163		179
Unrecognized tax benefits – December 31	$	537	$	537	$	374

Net Loss per Share (Tables)

12 Months Ended

Dec. 31, 2021

Earnings Per Share [Abstract]

Computation of basic and diluted net loss per share

The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders (in thousands, except for share and per share amounts):


	Year Ended December 31,
	2021		2020		2019
Numerator:
Net loss attributable to common stockholders	$	(245,390)	$	(241,340)	$	(32,743)
Denominator:
Denominator for basic and diluted earnings per share-weighted-average common shares	108,077,439		5,131		124
Basic and diluted (loss) per share	$	(2.27)	$	(47,036)	$	(264,056)

Potentially dilutive securities excluded from computation of diluted net loss per share


	Year Ended December 31,
	2021	2020	2019
Outstanding options and RSUs	35,519,867	32,339,971	22,491,757
Outstanding warrants	21,994,972	—	—
Outstanding earn-out shares	16,351,897	—	—
Outstanding earn-out RSUs	2,669,679	—	—
Redeemable convertible preferred stock (on an if-converted basis)	—	157,618,388	121,298,525
Total	76,536,415	189,958,359	143,790,282

Supplemental Financial Information (Tables)

12 Months Ended

Dec. 31, 2021

Other Liabilities Disclosure [Abstract]

Statement of Operations and Comprehensive Loss [Abstract]

Other current liabilities consisted of the following (in thousands):


	As of December 31,
	2021		2020
Accrued bonus	$	13,561	$	9,821
Accrued payroll	7,013		6,834
Accrued benefits	1,057		3,663
Accrued commissions	2,826		1,540
Current portion of long-term debt	—		1,770
Other	5,511		4,509
Total current other liabilities	$	29,968	$	28,137

Organization and Description of Business (Details)	Jul. 22, 2021
Affiliated Entities
Organization and Description of Business [Line Items]
Conversion ratio (in shares)	123.8339

Summary of Significant Accounting Policies - Restated the previously reported balances and disclosed (Details) - USD ($)
$ in Thousands

3 Months Ended

12 Months Ended

Dec. 31, 2021

Sep. 30, 2021

Jun. 30, 2021

Mar. 31, 2021

Dec. 31, 2020

Sep. 30, 2020

Jun. 30, 2020

Mar. 31, 2020

Dec. 31, 2021

Dec. 31, 2020

Dec. 31, 2019

Dec. 31, 2018

$ 57,801

$ 43,178

$ 47,015

$ 64,201

$ 63,957

$ 38,608

$ 30,102

$ 46,655

$ 212,195

$ 179,322

^[1]

$ 196,174

^[1]

60,607

51,487

48,179

68,524

69,631

34,022

34,505

37,138

228,797

175,296

^[1]

113,389

^[1]

(2,806)

(8,309)

(1,164)

(4,323)

(5,674)

4,586

(4,403)

9,517

(16,602)

4,026

^[1]

82,785

^[1]

22,246

17,831

11,952

53,133

31,160

19,083

9,361

13,096

105,162

72,700

^[1]

34,910

^[1]

30,646

28,152

18,574

35,366

23,940

15,243

10,166

13,834

112,738

63,183

^[1]

39,352

^[1]

57,955

33,125

12,870

102,038

61,115

24,342

8,121

7,164

205,988

100,742

^[1]

29,484

^[1]

2,127

847

888

1,797

3,156

1,933

2,111

2,195

5,659

9,395

^[1]

9,452

^[1]

(115,780)

(88,264)

(45,448)

(196,657)

(125,045)

(56,015)

(34,162)

(26,772)

(446,149)

(241,994)

^[1]

(30,413)

^[1]

75,595

120,995

(713)

4,882

(638)

(600)

2,110

(218)

200,759

654

^[1]

709

^[1]

(40,185)

32,731

(46,161)

(191,775)

(125,683)

(56,615)

(32,052)

(26,990)

(245,390)

(241,340)

^[1]

(29,704)

^[1]

(40,185)

32,731

(46,161)

(191,775)

(125,683)

(56,615)

(32,052)

(26,990)

(245,390)

(241,340)

^[1]

(29,704)

^[1]

Cash and cash equivalents

(40,185)

32,731

(46,161)

(191,775)

(125,683)

(56,615)

(32,052)

(26,990)

(245,390)

(241,340)

^[1]

(29,704)

^[1]

Current assets:

400,569

461,276

26,501

58,652

108,132

400,569

108,132

Accounts receivable, net

26,509

21,257

24,568

33,340

32,044

26,509

32,044

Due from related parties

413

437

349

289

Inventory, net

33,456

31,174

29,128

32,969

24,962

33,456

24,962

Prepaid expenses

19,154

24,391

18,378

14,931

4,557

19,154

4,557

Total current assets

483,544

538,511

99,012

140,241

174,108

483,544

174,108

Property and equipment, net

62,719

60,333

62,097

64,632

63,110

62,719

63,110

Restricted cash

900

10,828

900

10,828

6,930

3,613

3,596

6,930

3,596

Total assets

554,093

603,357

175,533

219,297

251,642

554,093

251,642

Accounts payable

44,693

43,321

45,231

42,102

26,737

44,693

26,737

Due to related parties

2,623

1,425

1,278

797

1,425

2,623

1,425

473

493

1,341

2,810

1,783

473

1,783

Total current liabilities

29,968

26,369

24,764

22,991

28,137

29,968

28,137

101,284

71,608

72,614

68,700

73,442

101,284

73,442

Long-term debt, net of current portion

11,000

18,028

18,502

18,971

11,000

18,971

Stock-based compensation liabilities

295,049

296,952

131,989

Warrant liability

21,555

46,629

21,555

Earn-out contingent liability

10,244

61,400

10,244

Other liabilities

3,480

21,699

21,907

22,530

2,074

3,480

2,074

Total liabilities

165,990

212,336

407,598

406,684

247,254

165,990

247,254

334,439

217,115

$ 64,355

Additional paid-in capital

Preferred Stock

963,520

926,253

1,483

963,520

Accumulated deficit

(575,441)

(535,256)

(567,987)

(521,826)

(330,051)

(575,441)

(330,051)

Total stockholders’ equity (deficit)

388,103

391,021

(566,504)

(521,826)

(330,051)

388,103

(330,051)

(88,711)

$ (55,968)

Total liabilities, redeemable convertible preferred stock and stockholders’ equity (deficit)

554,093

603,357

175,533

219,297

251,642

554,093

251,642

Series A-1 redeemable convertible preferred stock

Series A-2 redeemable convertible preferred stock

51,811

Series B redeemable convertible preferred stock

46,480

Series C redeemable convertible preferred stock

118,824

117,324

Class A common stock

Class B convertible common stock

Statement of Operations and Comprehensive Loss [Abstract]

$ 0

Misclass-ification

(6,031)

(2,287)

(3,837)

(3,263)

(2,508)

(1,480)

(2,101)

6,031

2,287

3,837

3,263

2,508

1,480

2,101

6,031

2,287

3,837

3,263

2,508

1,480

2,101

As Previously Reported [Member]

Statement of Operations and Comprehensive Loss [Abstract]

43,178

46,865

64,351

63,957

38,608

30,102

46,655

179,322

196,174

58,752

49,631

71,812

72,894

36,530

35,985

39,239

184,648

119,623

(15,574)

(2,766)

(7,461)

(8,937)

2,078

(5,883)

7,416

(5,326)

76,551

17,831

11,954

53,131

31,160

19,083

9,361

13,096

72,700

34,910

22,121

16,247

31,569

20,677

12,735

8,686

11,733

53,831

33,118

33,230

12,794

101,917

61,115

24,342

8,121

7,164

100,742

29,484

847

888

1,797

3,156

1,933

2,111

2,195

9,395

9,452

(89,603)

(44,649)

(195,875)

(125,045)

(56,015)

(34,162)

(26,772)

(241,994)

(30,413)

120,995

(713)

4,882

(638)

(600)

2,110

(218)

654

709

31,392

(45,362)

(190,993)

(125,683)

(56,615)

(32,052)

(26,990)

31,392

(45,362)

(190,993)

(125,683)

(56,615)

(32,052)

(26,990)

(241,340)

(29,704)

Cash and cash equivalents

31,392

(45,362)

(190,993)

$ (125,683)

$ (56,615)

$ (32,052)

$ (26,990)

Current assets:

461,276

26,501

58,652

Accounts receivable, net

21,257

24,568

33,490

Due from related parties

413

437

349

Inventory, net

31,174

29,128

32,969

Prepaid expenses

24,391

18,378

15,070

Total current assets

538,511

99,012

140,530

Property and equipment, net

60,333

62,097

64,632

Restricted cash

900

10,828

3,613

3,596

Total assets

603,357

175,533

219,586

Accounts payable

43,079

43,650

41,609

Due to related parties

1,425

1,278

797

493

1,341

2,810

Total current liabilities

26,369

24,764

22,991

71,366

71,033

68,207

Long-term debt, net of current portion

11,000

18,028

18,502

Stock-based compensation liabilities

295,049

296,952

Warrant liability

46,629

Earn-out contingent liability

61,400

Other liabilities

21,699

21,907

22,530

Total liabilities

212,094

406,017

406,191

334,439

Additional paid-in capital

Preferred Stock

926,253

1,483

Accumulated deficit

(535,014)

(566,406)

(521,044)

Total stockholders’ equity (deficit)

391,263

(564,923)

(521,044)

Total liabilities, redeemable convertible preferred stock and stockholders’ equity (deficit)

603,357

175,533

219,586

As Previously Reported [Member] | Series A-1 redeemable convertible preferred stock

As Previously Reported [Member] | Series A-2 redeemable convertible preferred stock

51,811

As Previously Reported [Member] | Series B redeemable convertible preferred stock

46,480

As Previously Reported [Member] | Series C redeemable convertible preferred stock

118,824

As Previously Reported [Member] | Class A common stock

117,324

As Previously Reported [Member] | Class B convertible common stock

Statement of Operations and Comprehensive Loss [Abstract]

Adjustments [Member]

150

(150)

(1,234)

835

549

(9,352)

(6,234)

1,234

(685)

(699)

9,352

6,234

(2)

(40)

9,352

6,234

(105)

121

1,339

(799)

(782)

1,339

(799)

(782)

1,339

(799)

(782)

Cash and cash equivalents

1,339

(799)

(782)

$ 0

Current assets:

Accounts receivable, net

(150)

Due from related parties

Inventory, net

Prepaid expenses

(139)

Total current assets

(289)

Property and equipment, net

Restricted cash

Total assets

(289)

Accounts payable

242

1,581

493

Due to related parties

Total current liabilities

242

1,581

493

Long-term debt, net of current portion

Stock-based compensation liabilities

Warrant liability

Earn-out contingent liability

Other liabilities

Total liabilities

242

1,581

493

Additional paid-in capital

Preferred Stock

Accumulated deficit

(242)

(1,581)

(782)

Total stockholders’ equity (deficit)

(242)

(1,581)

(782)

Total liabilities, redeemable convertible preferred stock and stockholders’ equity (deficit)

(289)

Adjustments [Member] | Series A-1 redeemable convertible preferred stock

Adjustments [Member] | Series A-2 redeemable convertible preferred stock

Adjustments [Member] | Series B redeemable convertible preferred stock

Adjustments [Member] | Series C redeemable convertible preferred stock

Adjustments [Member] | Class A common stock

Adjustments [Member] | Class B convertible common stock

$ 0

[1]

Summary of Significant Accounting Policies - Narrative (Details)				1 Months Ended	12 Months Ended
	Dec. 09, 2021 d $ / shares shares	Jul. 22, 2021 shares	Feb. 09, 2021 shares	Dec. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) d segment $ / shares shares	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)	Sep. 04, 2021 $ / shares
Property, Plant and Equipment [Line Items]
Total stock-based compensation expense					$ 219,421,000	$ 120,231,000	$ 5,482,000
Proceeds from CARES Act						5,400,000
Employer payroll tax				$ 1,900,000	1,900,000	3,800,000
Deferred employer payroll tax paid				1,900,000
Write off of accounts receivable					0	200,000
Provision for excess and obsolete inventory				$ 2,100,000	2,100,000	0
Long-lived asset impairment losses					$ 0	$ 0	$ 0
Purchase of warrants \| shares				21,994,972	21,994,972
Public warrants (in shares) \| shares				14,758,305	14,758,305
Warrant expiration term				5 years	5 years
Target share price of warrants or rights for redemption (in usd per share) \| $ / shares				$ 18.00	$ 18.00
Redemption price per warrant (in usd per warrant) \| $ / shares					$ 0.01
Number of days for written notice of redemption \| d					30
Minimum number of trading days \| d					30
Revenue, standard payment term					60 days
Number of reportable segments \| segment					1
Implementation cost					$ 2,300,000
Purchases \| Supplier Concentration Risk \| Supplier A
Property, Plant and Equipment [Line Items]
Concentration risk, percentage					7.00%	11.00%	15.00%
Purchases \| Supplier Concentration Risk \| Supplier B
Property, Plant and Equipment [Line Items]
Concentration risk, percentage					11.00%	10.00%	12.00%
Adjustments [Member]
Property, Plant and Equipment [Line Items]
Total stock-based compensation expense						$ 1,000,000	$ 0
Restricted Stock Units (RSUs)
Property, Plant and Equipment [Line Items]
Restricted Stock Units granted (in shares) \| shares					14,250,909
Carrying value
Property, Plant and Equipment [Line Items]
Carrying value				$ 11,000,000	$ 11,000,000
Fair value
Property, Plant and Equipment [Line Items]
Carrying value				10,200,000	$ 10,200,000
Sema4 OpCo, Inc
Property, Plant and Equipment [Line Items]
Number of shares holder (in shares) \| shares			35,000,000		19,021,576
Earn-out contingent liability				$ 10,200,000	$ 10,200,000
Sema4 OpCo, Inc \| Restricted Stock Units (RSUs)
Property, Plant and Equipment [Line Items]
Total stock-based compensation expense					$ 200,000
Restricted Stock Units granted (in shares) \| shares	2,700,000
Sema4 OpCo, Inc \| Restricted Stock Units (RSUs) \| Triggering Event I
Property, Plant and Equipment [Line Items]
Public per share (in Dollars per share) \| $ / shares	$ 13
Sema4 OpCo, Inc \| Restricted Stock Units (RSUs) \| Triggering Event II
Property, Plant and Equipment [Line Items]
Minimum number of trading days \| d	20
Consecutive trading day threshold \| d	30
Public per share (in Dollars per share) \| $ / shares	$ 15
Sema4 OpCo, Inc \| Restricted Stock Units (RSUs) \| Triggering Event III
Property, Plant and Equipment [Line Items]
Public per share (in Dollars per share) \| $ / shares	$ 18
Class A Common Stock Equals Or Exceeds Threshold One
Property, Plant and Equipment [Line Items]
Minimum threshold price of common stock specified to send notice of redemption to the warrant holders (in usd per share) \| $ / shares					$ 18.00
Minimum number of trading days \| d					20
Consecutive trading day threshold \| d					30
Class A common stock
Property, Plant and Equipment [Line Items]
Purchase of aggregate private placement warrants \| shares		1
Warrant exercise price (in dollars per share) \| $ / shares								$ 11.50
Target share price of warrants or rights for redemption (in usd per share) \| $ / shares				$ 10.00	$ 10.00
Minimum number of trading days \| d					20
Consecutive trading day threshold \| d					30
Common stock threshold, number of trading days before notice of redemption \| d					3
Redemption on warrant holders (in usd per share) \| $ / shares					$ 18.00
Class A common stock \| Sema4 OpCo, Inc
Property, Plant and Equipment [Line Items]
Number of shares holder (in shares) \| shares		10,188
Class A common stock \| Class A Common Stock Equals Or Exceeds Threshold Two
Property, Plant and Equipment [Line Items]
Target share price of warrants or rights for redemption (in usd per share) \| $ / shares				$ 10.00	10.00
Redemption price per warrant (in usd per warrant) \| $ / shares					$ 0.10
Number of days for written notice of redemption \| d					30
Public Warrants
Property, Plant and Equipment [Line Items]
Purchase of warrants \| shares		14,758,333
Private Placement Warrants
Property, Plant and Equipment [Line Items]
Purchase of warrants \| shares		7,236,667		7,236,667	7,236,667
Government Assistance, CARES Act, Provider Relief Fund
Property, Plant and Equipment [Line Items]
Proceeds from CARES Act					$ 5,600,000	2,600,000
Government Assistance, CARES Act, Employee Retention Credit
Property, Plant and Equipment [Line Items]
Proceeds from CARES Act						$ 2,800,000
Capitalized software
Property, Plant and Equipment [Line Items]
Property and equipment, useful life					3 years
Minimum \| All other property and equipment
Property, Plant and Equipment [Line Items]
Property and equipment, useful life					3 years
Maximum \| All other property and equipment
Property, Plant and Equipment [Line Items]
Property and equipment, useful life					5 years

Summary of Significant Accounting Policies - Concentration Risk (Details)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Customer Concentration Risk \| Revenue from Contract with Customer Benchmark [Member] \| Payor A [Member]
Concentration Risk [Line Items]
Concentration risk, percentage	22.00%	27.00%	36.00%
Customer Concentration Risk \| Revenue from Contract with Customer Benchmark [Member] \| Payor B [Member]
Concentration Risk [Line Items]
Concentration risk, percentage	13.00%	14.00%
Customer Concentration Risk \| Revenue from Contract with Customer Benchmark [Member] \| Payor D [Member]
Concentration Risk [Line Items]
Concentration risk, percentage			24.00%
Customer Concentration Risk \| Accounts Receivable [Member] \| Payor A [Member]
Concentration Risk [Line Items]
Concentration risk, percentage	15.00%	10.00%
Customer Concentration Risk \| Accounts Receivable [Member] \| Payor C [Member]
Concentration Risk [Line Items]
Concentration risk, percentage		20.00%
Customer Concentration Risk \| Accounts Receivable [Member] \| Payor D [Member]
Concentration Risk [Line Items]
Concentration risk, percentage	15.00%
Supplier Concentration Risk \| Purchases \| Supplier A
Concentration Risk [Line Items]
Concentration risk, percentage	7.00%	11.00%	15.00%
Supplier Concentration Risk \| Purchases \| Supplier B
Concentration Risk [Line Items]
Concentration risk, percentage	11.00%	10.00%	12.00%

Summary of Significant Accounting Policies - Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Accounting Policies [Abstract]
Cash and cash equivalents	$ 400,569	$ 461,276	$ 26,501	$ 58,652	$ 108,132
Restricted cash	900	$ 900	$ 10,828	$ 10,828	10,828
Total	$ 401,469				$ 118,960	$ 115,006	$ 1,178

Business Combination (Details)			12 Months Ended
Business Combination (Details)	Jul. 22, 2021 USD ($) $ / shares shares	Feb. 09, 2021 USD ($) $ / shares shares	Dec. 31, 2021 shares	Dec. 31, 2020 shares
Business Acquisition [Line Items]
Legacy Sema4 Shareholder payout \| $	$ 230,000,000
Sema4 OpCo, Inc
Business Acquisition [Line Items]
Business combination and net cash received \| $	$ 510,000,000.0
Number of shares holder (in shares)		35,000,000	19,021,576
Price per shares (USD per share) \| $ / shares		$ 10.00
Share conversion ratio	0.01
Number of shares public offering \| $		$ 350,000,000
Common stock, issued (in shares)	240,190,402
Common stock, outstanding (in shares)	240,190,402
Sema4 OpCo, Inc \| Prepaid expenses and other current assets
Business Acquisition [Line Items]
Transactions costs \| $	$ 9,000,000
Sema4 OpCo, Inc \| Merger Additional Capital
Business Acquisition [Line Items]
Transactions costs \| $	$ 51,800,000
Class A common stock
Business Acquisition [Line Items]
Common stock, issued (in shares)			242,647,604	124
Common stock, outstanding (in shares)			242,647,604	124
Class A common stock \| Sema4 OpCo, Inc
Business Acquisition [Line Items]
Number of shares holder (in shares)	10,188
Price per shares (USD per share) \| $ / shares	$ 10.00
Number of shares public offering \| $	$ 101,880
Class B convertible common stock
Business Acquisition [Line Items]
Common stock, issued (in shares)			0	130,557
Common stock, outstanding (in shares)			0	130,557
Class B convertible common stock \| Sema4 OpCo, Inc
Business Acquisition [Line Items]
Number of shares holder (in shares)	178,336,298
Legacy Sema4 Shareholder payout \| $	$ 230,665,220

Revenue Recognition - Disaggregation of Revenue (Details) - USD ($)
$ in Thousands

3 Months Ended

12 Months Ended

Dec. 31, 2021

Sep. 30, 2021

Jun. 30, 2021

Mar. 31, 2021

Dec. 31, 2020

Sep. 30, 2020

Jun. 30, 2020

Mar. 31, 2020

Dec. 31, 2021

Dec. 31, 2020

Dec. 31, 2019

$ 57,801

$ 43,178

$ 47,015

$ 64,201

$ 63,957

$ 38,608

$ 30,102

$ 46,655

$ 212,195

$ 179,322

^[1]

$ 196,174

^[1]

Diagnostic test revenue

Patients with third-party insurance

205,100

175,351

^[1]

191,667

^[1]

169,576

138,153

169,538

Institutional customers

31,717

35,200

20,888

Self-pay patients

3,807

1,998

1,241

Other revenue

$ 7,095

$ 3,971

^[1]

$ 4,507

^[1]

[1]

Revenue Recognition - Remaining Performance Obligations (Details) $ in Millions	Dec. 31, 2021 USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue under existing collaboration service agreements	$ 10.2
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue under existing collaboration service agreements, period for recognition	3 years 3 months 18 days

Revenue Recognition - Contract Assets and Contract Liabilities (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($)
Contract Assets
Balance	$ 2,028
Contract asset additions	1,163
Customer prepayments	0
Revenue recognized	105
Balance	3,296
Contract Liabilities
Balance	3,811
Contract asset additions	0
Customer prepayments	2,223
Revenue recognized	(2,265)
Balance	$ 3,769

Revenue Recognition - Narrative (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Revenue from Contract with Customer [Abstract]
Contract liabilities	$ 473	$ 493	$ 1,341	$ 2,810	$ 1,783
Deferred costs to fulfill contracts	1,800				3,000
Deferred costs, current	$ 1,400				$ 900	$ 700

Fair Value Measurements - Summary of Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Jul. 22, 2021	Dec. 31, 2020
Level 3
Financial Liabilities:
Earn-out contingent liability		$ 143,100
Fair Value, Recurring
Financial Assets:
Total financial assets	$ 385,370		$ 92,940
Financial Liabilities:
Earn-out contingent liability	10,244
Total financial liabilities	31,799
Fair Value, Recurring \| Public Warrant
Financial Liabilities:
Warrant liability	14,463
Fair Value, Recurring \| Private Warrant
Financial Liabilities:
Warrant liability	7,092
Fair Value, Recurring \| Level 1
Financial Assets:
Total financial assets	385,370		92,940
Financial Liabilities:
Earn-out contingent liability	0
Total financial liabilities	14,463
Fair Value, Recurring \| Level 1 \| Public Warrant
Financial Liabilities:
Warrant liability	14,463
Fair Value, Recurring \| Level 1 \| Private Warrant
Financial Liabilities:
Warrant liability	0
Fair Value, Recurring \| Level 2
Financial Assets:
Total financial assets	0		0
Financial Liabilities:
Earn-out contingent liability	0
Total financial liabilities	7,092
Fair Value, Recurring \| Level 2 \| Public Warrant
Financial Liabilities:
Warrant liability	0
Fair Value, Recurring \| Level 2 \| Private Warrant
Financial Liabilities:
Warrant liability	7,092
Fair Value, Recurring \| Level 3
Financial Assets:
Total financial assets	0		0
Financial Liabilities:
Earn-out contingent liability	10,244
Total financial liabilities	10,244
Fair Value, Recurring \| Level 3 \| Public Warrant
Financial Liabilities:
Warrant liability	0
Fair Value, Recurring \| Level 3 \| Private Warrant
Financial Liabilities:
Warrant liability	0
Money market funds \| Fair Value, Recurring
Financial Assets:
Money market funds	385,370		92,940
Money market funds \| Fair Value, Recurring \| Level 1
Financial Assets:
Money market funds	385,370		92,940
Money market funds \| Fair Value, Recurring \| Level 2
Financial Assets:
Money market funds	0		0
Money market funds \| Fair Value, Recurring \| Level 3
Financial Assets:
Money market funds	$ 0		$ 0

Fair Value Measurements - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Sep. 30, 2021	Jul. 22, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020
Cash and Cash Equivalents [Line Items]
Cash and cash equivalents	$ 400,569	$ 461,276		$ 26,501	$ 58,652	$ 108,132
Level 3
Cash and Cash Equivalents [Line Items]
Earn-out contingent liability			$ 143,100
Change in fair value of warrant and contingent liabilities	132,900
Money market funds
Cash and Cash Equivalents [Line Items]
Cash and cash equivalents	$ 385,400

Fair Value Measurements - Summary of utilized in determining valuation (Details)	Dec. 31, 2021 $ / shares yr	Dec. 31, 2020 $ / shares yr
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant expiration term	5 years
Stock price
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent liability measurement input \| $ / shares	4.46	11.6
Expected volatility
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent liability measurement input	62.5	70
Expected term (in years)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent liability measurement input \| yr	1.6	2
Risk-free interest rate
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent liability measurement input	0.58	0.2

Property and Equipment - Components (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 114,625				$ 93,209
Less: accumulated depreciation and amortization	(51,906)				(30,099)
Property and equipment, net	62,719	$ 60,333	$ 62,097	$ 64,632	63,110
Laboratory equipment
Property, Plant and Equipment [Line Items]
Total property and equipment	28,552				22,818
Equipment under capital leases
Property, Plant and Equipment [Line Items]
Total property and equipment	21,384				20,743
Leasehold improvements
Property, Plant and Equipment [Line Items]
Total property and equipment	21,905				16,736
Capitalized software
Property, Plant and Equipment [Line Items]
Total property and equipment	25,693				14,631
Building under capital lease
Property, Plant and Equipment [Line Items]
Total property and equipment	6,276				6,276
Construction in-progress
Property, Plant and Equipment [Line Items]
Total property and equipment	940				4,673
Computer equipment
Property, Plant and Equipment [Line Items]
Total property and equipment	6,634				4,118
Furniture, fixtures and other equipment
Property, Plant and Equipment [Line Items]
Total property and equipment	$ 3,241				$ 3,214

Property and Equipment - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Property, Plant and Equipment [Abstract]
Depreciation and amortization expense	$ 21,807	$ 11,734	$ 6,407
Software amortization expense	$ 5,600	$ 3,000	$ 1,200

Property and Equipment - Depreciation and Amortization (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Property, Plant and Equipment [Line Items]
Total depreciation and amortization expenses	$ 21,807	$ 11,734	$ 6,407
Costs of services
Property, Plant and Equipment [Line Items]
Total depreciation and amortization expenses	14,094	9,055	4,752
Research and development
Property, Plant and Equipment [Line Items]
Total depreciation and amortization expenses	5,819	1,040	821
Selling and marketing
Property, Plant and Equipment [Line Items]
Total depreciation and amortization expenses	3	0	0
General and administrative
Property, Plant and Equipment [Line Items]
Total depreciation and amortization expenses	$ 1,891	$ 1,639	$ 834

Related Party Transactions - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Jun. 01, 2017
Related Party Transaction [Line Items]
Commitment to receive future capital contributions							$ 55,000
Cumulative funding drawn			$ 55,000
Due to related parties	$ 2,623	$ 1,425		$ 1,425	$ 1,278	$ 797
Purchases from related party	1,300
Market value	100
Affiliated Entities
Related Party Transaction [Line Items]
Related party costs	9,634	11,584	11,311
Affiliated Entities \| TSA Agreement
Related Party Transaction [Line Items]
Related party costs	1,400	7,200	7,800
Due to related parties	0	600
Affiliated Entities \| Service Agreements
Related Party Transaction [Line Items]
Related party costs	7,000	4,400	$ 3,500
Due to related parties	$ 2,600	$ 800

Related Party Transactions - Related Party Expenses (Details) - Affiliated Entities - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Related Party Transaction [Line Items]
Total related party costs	$ 9,634	$ 11,584	$ 11,311
Costs of services
Related Party Transaction [Line Items]
Total related party costs	3,975	2,189	1,859
Related party expenses
Related Party Transaction [Line Items]
Total related party costs	$ 5,659	$ 9,395	$ 9,452

Long-Term Debt - Loan and Security Agreement (Details) $ in Millions	12 Months Ended
	Dec. 31, 2021 USD ($)	Nov. 15, 2021 USD ($)
Debt Instrument [Line Items]
Interest rate		4.00%
Long-term line of credit	$ 0.0
SVB Agreement
Debt Instrument [Line Items]
Existing issued and outstanding	65.00%
SVB Agreement \| Revolving Credit Facility
Debt Instrument [Line Items]
Revolving credit facility		$ 125.0
Line of credit facility borrowing capacity	$ 135.0
Number of borrowers	1.25
Trailing period for minimum revenue targets	6 months
Outstanding borrower	$ 50.0
SVB Agreement \| Letter of Credit
Debt Instrument [Line Items]
Revolving credit facility		$ 20.0

Long-Term Debt - 2016 Funding Commitment (Details) $ in Thousands	1 Months Ended			12 Months Ended
	Sep. 30, 2018 USD ($)	Jun. 30, 2018 USD ($) position	Apr. 30, 2016 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)	Nov. 15, 2021	May 31, 2018 USD ($)
Debt Instrument [Line Items]
Proceeds from long-term debt				$ 0	$ 15,928	$ 0
Interest rate							4.00%
Outstanding loan balance				11,000
DECD Loan Agreement
Debt Instrument [Line Items]
Proceeds from long-term debt			$ 5,000
Total funding commitment		$ 15,500	$ 9,500					$ 9,500
Term		10 years	10 years
Interest rate		2.00%	2.00%
Principal loan forgiveness		$ 12,300
Outstanding loan balance				$ 11,000	$ 11,000
DECD Loan Agreement \| Phase 1
Debt Instrument [Line Items]
Proceeds from long-term debt	$ 5,000
Principal loan forgiveness		$ 4,500
Principal loan forgiveness, number of positions created and maintained over 24-month period \| position		35,000,000
Principal loan forgiveness, average compensation for positions created over 24-month period		$ 70,000
Job creation and retention milestone period		24 months
DECD Loan Agreement \| Phase 2
Debt Instrument [Line Items]
Proceeds from long-term debt	4,500
Principal loan forgiveness		$ 2,800
Principal loan forgiveness, average compensation for positions created over 24-month period		$ 83,000
Job creation and retention milestone period		24 months
Principal loan forgiveness, number of positions created over 24-month period \| position		228,000,000
Principal loan forgiveness, number of positions maintained over 24-month period \| position		269,000,000
DECD Loan Agreement \| Phase 3
Debt Instrument [Line Items]
Proceeds from long-term debt	$ 6,000
Principal loan forgiveness		$ 3,000
Principal loan forgiveness, average compensation for positions created over 24-month period		$ 83,000
Job creation and retention milestone period		24 months
Principal loan forgiveness, number of positions created over 24-month period \| position		181,000,000
Principal loan forgiveness, number of positions maintained over 24-month period \| position		450,000,000
DECD Loan Agreement \| Phase 4
Debt Instrument [Line Items]
Principal loan forgiveness		$ 2,000
Principal loan forgiveness, average compensation for positions created over 24-month period		$ 83,000
Job creation and retention milestone period		24 months
Principal loan forgiveness, number of positions created over 24-month period \| position		103
Principal loan forgiveness, number of positions maintained over 24-month period \| position		553

Long-Term Debt - Maturities (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020
Debt Disclosure [Abstract]
2022	$ 0
2023	875
2024	2,131
2025	2,174
2026	2,218
Thereafter	3,602
Total maturities of long-term debt	11,000
Less: Current portion of long-term debt	0				$ (1,770)
Total long-term debt, net of current portion	$ 11,000	$ 11,000	$ 18,028	$ 18,502	$ 18,971

Long-Term Debt - 2020 Master Loan Agreement (Details) $ in Thousands	1 Months Ended		12 Months Ended
	Jul. 31, 2021 USD ($)	Aug. 31, 2020 USD ($) payment	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)	Nov. 15, 2021
Debt Instrument [Line Items]
Proceeds from loan			$ 0	$ 15,928	$ 0
Interest rate						4.00%
Outstanding loan balance			11,000
Repayment of long-term debt			$ 8,741	0	$ 0
Master Loan Agreement
Debt Instrument [Line Items]
Proceeds from loan		$ 6,300
Number of consecutive required payments \| payment		60
Monthly required principal and interest payment		$ 100
Interest rate		4.75%
Outstanding loan balance				$ 6,100
Repayment of long-term debt	$ 5,400
Debt instrument interest	$ 100

Net loss attributable to common stockholders | $

Amount, after unamortized (discount) premium and debt issuance costs, of long-term debt. Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations.

+ References + Details

Long-Term Debt - 2020 Master Lease Agreement (Details) $ in Thousands	1 Months Ended	12 Months Ended
	Jul. 31, 2021 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($) payment	Dec. 31, 2019 USD ($)	Nov. 15, 2021
Debt Instrument [Line Items]
Proceeds from long-term debt		$ 0	$ 15,928	$ 0
Interest rate					4.00%
Outstanding loan balance		11,000
Repayment of long-term debt		8,741	0	$ 0
Master Lease Agreement
Debt Instrument [Line Items]
Proceeds from long-term debt		$ 3,600	$ 3,600
Number of consecutive required payments \| payment			60
Monthly required principal and interest payment			$ 100
Interest rate			3.54%
Letter of credit, deposit required, percent			105.00%
Outstanding loan balance			$ 3,600
Debt instrument interest	$ 200
Repayment of long-term debt	$ 3,300

Commitments and Contingencies - Narrative (Details) $ in Millions	1 Months Ended		12 Months Ended
	Jan. 31, 2020	Apr. 30, 2019 period	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)	Feb. 29, 2020 USD ($)
Operating Leased Assets [Line Items]
Lease obligation term		325 months
Lease cancellation period		196 months
Land determined		25.00%
Operating leases, rent expense			$ 5.7	$ 5.3	$ 0.8
Month-to-month operating lease, rent expense			$ 1.2	3.2	2.8
Capital lease, stated interest rate			13.10%
Capital leased assets, gross			$ 27.7	27.0
Capital leased assets, accumulated depreciation			13.6	9.7
Assets acquired under capital leases			0.6	7.5	9.8
Interest expense			2.3	2.2	0.7
Defined contribution plan, cost			$ 8.0	$ 5.5	$ 4.0
One Renewal Period
Operating Leased Assets [Line Items]
Number of capital lease renewal terms \| period		1
Lease renewal term	10 years	10 years
Two Renewal Periods
Operating Leased Assets [Line Items]
Number of capital lease renewal terms \| period		2
Lease renewal term		5 years
Minimum
Operating Leased Assets [Line Items]
Lease obligation term			3 years
Capital lease, interest rate			3.70%
Maximum
Operating Leased Assets [Line Items]
Lease obligation term			5 years
Capital lease, interest rate			12000.00%
Connecticut Office Space Lease
Operating Leased Assets [Line Items]
Letter of credit						$ 0.9

Commitments and Contingencies - Operating Lease Payments Due (Details) $ in Thousands	Dec. 31, 2021 USD ($)
Commitments and Contingencies Disclosure [Abstract]
2022	$ 4,383
2023	4,474
2024	4,562
2025	4,684
2026	4,775
Thereafter	45,463
Total operating lease obligations	$ 68,341

Commitments and Contingencies - Capital Lease Payments Due (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
2022	$ 4,890
2023	3,584
2024	2,763
2025	2,451
2026	2,003
Thereafter	49,883
Total capital lease obligations	65,574
Less: amounts representing interest	(43,728)
Present value of net minimum capital lease payments	21,846
Less: current portion	(3,419)	$ (3,506)
Capital lease obligations, net of current portion	$ 18,427	$ 20,778

Commitment and Contingencies - Schedule of Material Purchase Commitments (Details) $ in Thousands	Dec. 31, 2021 USD ($)
Operating Leased Assets [Line Items]
2022	$ 16,647
2023	5,165
2024	1,279
Total Commitments	23,091
Materials, services and reagents provider
Operating Leased Assets [Line Items]
2022	11,184
2023	663
2024	0
Total Commitments	11,847
Software provider
Operating Leased Assets [Line Items]
2022	3,084
2023	3,092
2024	1,076
Total Commitments	7,252
Research and development
Operating Leased Assets [Line Items]
2022	1,910
2023	1,010
2024	64
Total Commitments	2,984
Equipment provider
Operating Leased Assets [Line Items]
2022	469
2023	400
2024	139
Total Commitments	$ 1,008

Stock-Based Compensation - Narrative (Details)		12 Months Ended
Stock-Based Compensation - Narrative (Details)	Jul. 22, 2021 shares	Dec. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) employee $ / shares shares	Dec. 31, 2021 USD ($) consultant $ / shares shares	Dec. 31, 2020 USD ($) $ / shares shares	Dec. 31, 2019 USD ($)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Incremental expense \| $			$ 400,000
Nonvested options outstanding \| shares		7,975,234	7,975,234	7,975,234	7,975,234	7,975,234	7,975,234	7,975,234
Weighted average grant		$ 8.38	$ 8.38	$ 8.38	$ 8.38	$ 8.38	$ 8.38	$ 8.38
Weighted-average grant-date fair value (in usd per share)				4.97
Vested portion of fair value of stock options \| $			$ 44,600,000
Fair value of RSU vested in period \| $			9,900,000
Grant-date fair value of forfeited options (in usd per share)				$ 10.52
Aggregate intrinsic value \| $			17,100,000						$ 600,000	$ 0.0
Total payments for share-based liabilities \| $			100,000						$ 300,000	$ 1,000,000.0
Number of shares granted (in shares)							1	1
Unvested company stock option \| $		$ 3,500,000	$ 3,500,000	$ 3,500,000	$ 3,500,000	$ 3,500,000	$ 3,500,000	$ 3,500,000
Triggering Event I
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted Stock Units granted (in us dollar)				$ 1.82
Restricted Stock Units forfeited (in us dollar)				0.86
Triggering Event II
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted Stock Units granted (in us dollar)				1.39
Restricted Stock Units forfeited (in us dollar)				0.61
Triggering Event III
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted Stock Units granted (in us dollar)				0.94
Restricted Stock Units forfeited (in us dollar)				$ 0.41
Employee Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of share issuance \| shares		4,804,011	4,804,011	4,804,011	4,804,011	4,804,011	4,804,011	4,804,011
Number of shares equal to percent						1.00%
2017 Stock Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Fair value re-measurement period for the liability awards		6 months
2021 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of options granted \| shares	0
Award expiration period	10 years
Vesting period		4 years
Aggregate available for granted \| $			$ 15,467,838
Number of share issuance \| shares	32,734,983
Stock Appreciation Rights (SARs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Outstanding vested value \| $		$ 0	0	$ 0	$ 0	$ 0	$ 0	$ 0
Options to purchase common stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized stock-based compensation cost on the unvested stock options \| $		$ 29,700,000	$ 29,700,000	$ 29,700,000	$ 29,700,000	$ 29,700,000	$ 29,700,000	$ 29,700,000
Weighted-average vesting period for compensation cost		1 year 7 months 6 days
Options to purchase common stock \| 2017 Stock Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of options granted \| shares					0
Award expiration period		10 years
Vesting period		4 years
Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period		4 years
Nonvested RSUs outstanding (in shares) \| shares		12,589,558	12,589,558	12,589,558	12,589,558	12,589,558	12,589,558	12,589,558	0
Weighted-average grant-date fair value (in us dollar per share)		$ 7.64	$ 7.64	$ 7.64	$ 7.64	$ 7.64	$ 7.64	$ 7.64	$ 0
Restricted Stock Units granted (in us dollar)				7.55
Restricted Stock Units forfeited (in us dollar)				$ 7.62
Stock conversion ratio		1	1	1	1	1	1	1
Weighted-average vesting period for compensation cost		1 year 8 months 12 days
Unvested company stock option \| $		$ 78,400,000	$ 78,400,000	$ 78,400,000	$ 78,400,000	$ 78,400,000	$ 78,400,000	$ 78,400,000
Restricted Stock Units (RSUs) \| Triggering Event I
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting commencement date		12 months

Stock-Based Compensation - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Stock Options Outstanding
Shares available for grant, outstanding (in shares)	30,905,543
Weighted Average Exercise Price
Weighted-average exercise price (in dollars per share)	$ 1.24
Weighted Average Remaining Contractual Life (years)
Weighted average remaining contractual life (years)	6 years 9 months 18 days	7 years 9 months 25 days
Weighted average remaining contractual life (years), options exercisable	6 years 29 days
Aggregate Intrinsic Value
Aggregate intrinsic value	$ 109,887	$ 159,899
Options exercisable	$ 92,974
Class A common stock
Stock Options Outstanding
Shares available for grant, outstanding (in shares)	32,339,970
Options exercised (in shares)	(2,248,705)
Options forfeited and cancelled (in shares)	(2,660,627)
Shares available for grant, outstanding (in shares)		32,339,970
Options outstanding, exercisable at end of period (in shares)	22,930,309
Weighted Average Exercise Price
Weighted-average exercise price (in dollars per share)	$ 0.54
Weighted average exercise price, options exercised (in dollars per share)	0.61
Weighted average exercise price, options forfeited and cancelled (in dollars per share)	1.16
Weighted-average exercise price (in dollars per share)		$ 0.54
Weighted average exercise price, options exercisable (in dollars per share)	$ 0.45
Class A common stock \| 2017 Stock Incentive Plan
Stock Options Outstanding
Options granted (in shares)	3,474,905
Weighted Average Exercise Price
Weighted average exercise price, options granted (in dollars per share)	$ 7.29

Stock-Based Compensation - Summary of Exercise Price Range (Details) - $ / shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]
Expected volatility		65.80%	60.00%
Weighted-average expected volatility	66.15%	65.80%	60.00%
Risk-free interest rate		0.10%
Dividend yield	0.00%	0.00%	0.00%
Class A common stock
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]
Fair value (in dollars per share)		$ 5.49	$ 0.77
Minimum
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]
Expected volatility	49.60%
Expected term (in years)	5 years	6 months	3 years
Risk-free interest rate	0.71%		1.40%
Fair value (in dollars per share)	$ 7.62
Maximum
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items]
Expected volatility	67.70%
Expected term (in years)	6 years 21 days	1 year 5 months 26 days	5 years
Risk-free interest rate	1.26%		1.43%
Fair value (in dollars per share)	$ 11.60

Stock-Based Compensation - Summary of Estimated Fair Value of Stock Option Awards (Details) - $ / shares	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility		65.80%	60.00%
Risk-free interest rate		0.10%
Dividend yield	0.00%	0.00%	0.00%
Class A common stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Fair value (in dollars per share)		$ 5.49	$ 0.77
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility	49.60%
Expected term (in years)	5 years	6 months	3 years
Risk-free interest rate	0.71%		1.40%
Fair value (in dollars per share)	$ 7.62
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility	67.70%
Expected term (in years)	6 years 21 days	1 year 5 months 26 days	5 years
Risk-free interest rate	1.26%		1.43%
Fair value (in dollars per share)	$ 11.60

Stock-Based Compensation - Schedule of Restricted Stock Units (Details) - Restricted Stock Units (RSUs)	12 Months Ended
	Dec. 31, 2021 $ / shares shares
Restricted Stock Units Outstanding
Restricted Stock Units Outstanding (in shares) \| shares	0
Restricted Stock Units granted (in shares) \| shares	14,250,909
Restricted Stock Units vested (in shares) \| shares	(1,466,010)
Restricted Stock Units forfeited (in shares) \| shares	(195,341)
Restricted Stock Units Outstanding (in shares) \| shares	12,589,558
Weighted Average Exercise Price
Weighted Average Grant Date Fair Value Per Unit (in us dollar per share) \| $ / shares	$ 0
Restricted Stock Units granted (in us dollar) \| $ / shares	7.55
Restricted Stock Units vested (in us dollar) \| $ / shares	6.75
Restricted Stock Units forfeited (in us dollar) \| $ / shares	7.62
Weighted Average Grant Date Fair Value Per Unit (in us dollar per share) \| $ / shares	$ 7.64

Stock-Based Compensation - Summary of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	$ 219,421	$ 120,231	$ 5,482
Stock Appreciation Rights (SARs)
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	3,800
Costs of services
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	22,567	12,942	710
Research and development
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	47,183	26,650	1,281
Selling and marketing
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	29,110	11,755	650
General and administrative
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total stock-based compensation expense	$ 120,561	$ 68,884	$ 2,841

Redeemable Convertible Preferred Stock - Schedule of Redeemable Preferred Shares (Details) - USD ($) $ in Thousands	Jul. 22, 2021	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Temporary Equity [Line Items]
Redeemable convertible preferred stock, authorized (in shares)						186,554,160
Redeemable convertible preferred stock, issued (in shares)						171,535,213
Redeemable convertible preferred stock, outstanding (in shares)		0				171,535,213	147,038,267	102,039,134
Redeemable convertible preferred stock		$ 0	$ 0	$ 334,439	$ 334,439	$ 334,439	$ 217,115	$ 64,355
Aggregate liquidation preference						$ 430,041
Legacy Sema4 Shareholder payout	$ 230,000
Common Stock
Temporary Equity [Line Items]
Issuance of Class B common stock to Sponsor (in Shares)	148,543,062
Series A-1 redeemable convertible preferred stock
Temporary Equity [Line Items]
Redeemable convertible preferred stock, authorized (in shares)		0				55,399,943
Redeemable convertible preferred stock, issued (in shares)		0				55,399,943
Redeemable convertible preferred stock, outstanding (in shares)		0				55,399,943
Redeemable convertible preferred stock		$ 0	0	51,811	51,811	$ 51,811
Aggregate liquidation preference		$ 0				$ 55,000
Series A-2 redeemable convertible preferred stock
Temporary Equity [Line Items]
Redeemable convertible preferred stock, authorized (in shares)		0				64,718,940
Redeemable convertible preferred stock, issued (in shares)		0				49,700,364
Redeemable convertible preferred stock, outstanding (in shares)		0				49,700,364
Redeemable convertible preferred stock		$ 0	0	46,480	46,480	$ 46,480
Aggregate liquidation preference		$ 0				$ 49,342
Series B redeemable convertible preferred stock
Temporary Equity [Line Items]
Redeemable convertible preferred stock, authorized (in shares)		0				41,937,960
Redeemable convertible preferred stock, issued (in shares)		0				41,937,960
Redeemable convertible preferred stock, outstanding (in shares)		0				41,937,960
Redeemable convertible preferred stock		$ 0	0	118,824	118,824	$ 118,824
Aggregate liquidation preference		$ 0				$ 204,302
Series C redeemable convertible preferred stock
Temporary Equity [Line Items]
Redeemable convertible preferred stock, authorized (in shares)		0				24,497,317
Redeemable convertible preferred stock, issued (in shares)		0				24,496,946
Redeemable convertible preferred stock, outstanding (in shares)		0				24,496,946
Redeemable convertible preferred stock		$ 0	$ 0	$ 117,324	$ 117,324	$ 117,324
Aggregate liquidation preference		$ 0				$ 121,397

Common Stock (Details) - shares	Dec. 31, 2021	Dec. 31, 2020
Class A common stock
Class of Stock [Line Items]
Common stock, issued (in shares)	242,647,604	124
Common stock, outstanding (in shares)	242,647,604	124
Class B common stock
Class of Stock [Line Items]
Common stock, issued (in shares)	0	130,557
Common stock, outstanding (in shares)	0	130,557

Income Taxes - Narrative (Details) - USD ($) $ in Millions	12 Months Ended
Income Taxes - Narrative (Details) - USD ($) $ in Millions	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Effective tax rate	0.00%	0.00%	0.00%
Increase in valuation allowance	$ 97.4	$ 38.1	$ 7.1

Income Taxes - Schedule of Income Tax Provision (Details) - USD ($)
$ in Thousands

12 Months Ended

Dec. 31, 2021

Dec. 31, 2020

Dec. 31, 2019

Income Tax Disclosure [Abstract]

Foreign

$ 0

Domestic

(245,390)

(241,340)

(29,704)

Loss before income taxes

(245,390)

(241,340)

^[1]

(29,704)

^[1]

Current

Deferred

$ 0

^[1]

$ 0

^[1]

[1]

Income Taxes - Reconciliation of Effective Tax Rate (Details)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
U.S. federal taxes at statutory rate	21.00%	21.00%	21.00%
State taxes (net of federal benefit)	10.50%	2.10%	3.50%
Research and development tax credits	0.70%	0.60%	3.40%
Non-deductible stock-based compensation	(11.30%)	(7.80%)	(3.30%)
162(m) Limitation	(0.057)	0	0
Permanent Items	(0.20%)	0.00%	(0.50%)
Unrealized fair market value gain on warrants	17.00%	0.00%	0.00%
Change in valuation allowance	(32.00%)	(15.90%)	(24.10%)
Effective tax rate	0.00%	0.00%	0.00%

Income Taxes - Net Deferred Tax Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Deferred tax assets:
Net operating loss carryforwards	$ 132,075	$ 44,583
Stock-based compensation	12,311	7,538
Accrued compensation	4,170	2,337
Transaction costs	416	0
Research and development credits	7,285	4,667
Deferred rent	1,443	493
Unearned revenue	145	186
Deferred employer taxes	932	1,050
Interest expense	372	479
Property and equipment	608	0
Obsolete inventory reserve	655	0
Other	51	23
Gross deferred tax assets	160,463	61,356
Valuation allowance	(155,668)	(58,264)
Total deferred tax assets	4,795	3,092
Deferred tax liabilities:
Property and equipment	0	(685)
Capitalized software	(4,795)	(2,407)
Total deferred tax liabilities	(4,795)	(3,092)
Net deferred tax assets	$ 0	$ 0

Income Taxes - Net Operating Loss and Tax Credit Carryforwards (Details) $ in Thousands	Dec. 31, 2021 USD ($)
Federal
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards, subject to expiration	$ 33,056
Net operating loss carryforwards, not subject to expiration	395,421
Federal \| Research and development
Tax Credit Carryforward [Line Items]
Tax credit carryforwards	5,096
State
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards, subject to expiration	589,584
Net operating loss carryforwards, not subject to expiration	25,704
State \| Research and development
Tax Credit Carryforward [Line Items]
Tax credit carryforwards	556
State \| Research and experimental
Tax Credit Carryforward [Line Items]
Tax credit carryforwards	$ 1,633

Income Taxes - Deferred tax valuation allowance (Details) - Deferred tax valuation allowance - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]
Balance at the Beginning of Period	$ 58,264	$ 20,082	$ 12,928
Additions	97,404	38,182	7,154
Write-Offs/Other	0	0	0
Balance at the End of Period	$ 155,668	$ 58,264	$ 20,082

Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Unrecognized tax benefits		$ 374	$ 195
Gross increases – tax positions in current period	$ 0	$ 163	179
Unrecognized tax benefits	$ 537		$ 374

Net Income (Loss) per Share - Basic and Diluted (Details)
$ / shares in Units, $ in Thousands

12 Months Ended

Dec. 31, 2021

USD ($)

$ / shares

Dec. 31, 2020

USD ($)

$ / shares

^[1]

Dec. 31, 2019

USD ($)

$ / shares

^[1]

Numerator:

$ (245,390)

$ (241,340)

$ (32,743)

Net loss attributable to common stockholders, diluted | $

$ (245,390)

$ (241,340)

$ (32,743)

Denominator:

Weighted average shares outstanding, basic (in shares) | shares

108,077,439

5,131

124

Weighted average shares outstanding, diluted (in shares) | shares

108,077,439

5,131

124

Basic earnings/(loss) per share (in dollars per share) | $ / shares

$ (2.27)

$ (47,036)

$ (264,056)

Diluted earnings/(loss) per share (in dollars per share) | $ / shares

$ (2.27)

$ (47,036)

$ (264,056)

Conversion ratio

123.8339

[1]

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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