# STANDARD BIOTOOLS INC. (LAB)

Informational only - not investment advice.

CIK: 0001162194
SIC: 3826 Laboratory Analytical Instruments
SIC breadcrumb: [Manufacturing](/division/D/) > [SIC Major Group 38](/major-group/38/) > [SIC 3826 Laboratory Analytical Instruments](/industry/3826/)
Latest 10-K filed: 2026-03-16
SEC page: https://www.sec.gov/edgar/browse/?CIK=1162194
Filing source: https://www.sec.gov/Archives/edgar/data/1162194/000119312526108326/lab-20251231.htm

## Selected Fundamentals
| Metric | Value | Unit | FY | Filed |
| --- | ---: | --- | ---: | --- |
| Revenue | 85331000 | USD | 2025 | 2026-03-16 |
| Net income | -74896000 | USD | 2025 | 2026-03-16 |
| Assets | 567754000 | USD | 2025 | 2026-03-16 |

## Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-03-16. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001162194.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.

| Metric | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Revenue | 104,446,000 | 101,937,000 | 112,964,000 | 117,243,000 | 138,144,000 | 130,581,000 | 97,948,000 | 106,340,000 | 91,008,000 | 85,331,000 |
| Net income | -75,985,000 | -60,535,000 | -59,013,000 | -64,790,000 | -53,020,000 | -59,237,000 | -190,098,000 | -74,656,000 | -138,885,000 | -74,896,000 |
| Operating income | -73,190,000 | -58,360,000 | -48,164,000 | -51,839,000 | -51,036,000 | -67,459,000 | -116,205,000 | -76,600,000 | -127,485,000 | -110,249,000 |
| Gross profit | 58,437,000 | 51,982,000 | 61,649,000 | 64,279,000 |  |  | 37,051,000 | 50,450,000 | 44,883,000 | 42,543,000 |
| Diluted EPS |  |  |  | -0.97 | -0.74 | -0.78 | -2.43 | -0.94 | -0.52 | -0.20 |
| Operating cash flow | -39,138,000 | -24,098,000 | -25,201,000 | -35,210,000 | -15,417,000 | -44,061,000 | -89,370,000 | -43,287,000 | -143,454,000 | -74,343,000 |
| Capital expenditures | 5,065,000 | 1,566,000 | 372,000 | 2,531,000 | 12,717,000 | 13,264,000 | 3,825,000 | 2,831,000 | 8,355,000 | 8,303,000 |
| Share buybacks |  |  |  |  |  | 0.00 | 563,000 | 5,414,000 | 40,490,000 | 0.00 |
| Assets | 306,395,000 | 287,351,000 | 303,647,000 | 264,812,000 | 324,757,000 | 275,214,000 | 390,310,000 | 323,067,000 | 612,345,000 | 567,754,000 |
| Liabilities | 253,162,000 | 256,416,000 | 231,531,000 | 111,200,000 | 185,707,000 | 180,618,000 | 160,524,000 | 159,865,000 | 140,623,000 | 143,463,000 |
| Stockholders' equity | 53,233,000 | 30,935,000 | 72,116,000 | 153,612,000 | 139,050,000 | 94,596,000 | -81,467,000 | -148,051,000 | 471,722,000 | 424,291,000 |
| Cash and cash equivalents | 35,045,000 | 58,056,000 | 95,401,000 | 21,661,000 | 68,520,000 | 28,451,000 | 81,309,000 | 51,704,000 | 166,728,000 | 120,863,000 |
| Free cash flow | -44,203,000 | -25,664,000 | -25,573,000 | -37,741,000 | -28,134,000 | -57,325,000 | -93,195,000 | -46,118,000 | -151,809,000 | -82,646,000 |

### Ratios

ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported.

| Metric | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Net margin | -72.75% | -59.38% | -52.24% | -55.26% | -38.38% | -45.36% |  | -70.21% |  | -87.77% |
| Operating margin | -70.07% | -57.25% | -42.64% | -44.22% | -36.94% | -51.66% | -118.64% | -72.03% | -140.08% | -129.20% |
| Return on equity | -142.74% | -195.68% | -81.83% | -42.18% | -38.13% | -62.62% |  |  | -29.44% | -17.65% |
| Return on assets | -24.80% | -21.07% | -19.43% | -24.47% | -16.33% | -21.52% | -48.70% | -23.11% | -22.68% | -13.19% |
| Liabilities / equity | 4.76 | 8.29 | 3.21 | 0.72 | 1.34 | 1.91 |  |  | 0.30 | 0.34 |
| Current ratio | 3.28 | 2.83 | 3.38 | 2.93 | 2.17 | 1.45 | 4.81 | 1.45 | 5.70 | 4.19 |

## Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-06. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001162194.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

| Quarter | End date | Revenue | Net income | Diluted EPS | Method |
| --- | --- | ---: | ---: | ---: | --- |
| 2022-Q1 | 2022-03-31 |  |  | -0.99 | reported discrete quarter |
| 2022-Q2 | 2022-06-30 |  |  | -0.82 | reported discrete quarter |
| 2022-Q3 | 2022-09-30 |  |  | -0.37 | reported discrete quarter |
| 2023-Q1 | 2023-03-31 | 25,119,000 | -16,843,000 | -0.21 | reported discrete quarter |
| 2023-Q2 | 2023-03-31 |  | -16,843,000 |  | reported discrete quarter |
| 2023-Q2 | 2023-06-30 | 27,666,000 |  | -0.22 | reported discrete quarter |
| 2023-Q3 | 2023-06-30 |  | -17,040,000 |  | reported discrete quarter |
| 2023-Q3 | 2023-09-30 | 25,367,000 |  | -0.27 | reported discrete quarter |
| 2023-Q4 | 2023-12-31 | 28,188,000 | -19,776,000 |  | derived Q4 = FY annual - nine-month YTD |
| 2024-Q2 | 2024-03-31 |  | -32,157,000 |  | reported discrete quarter |
| 2024-Q2 | 2024-06-30 | 37,205,000 |  | -0.12 | reported discrete quarter |
| 2024-Q3 | 2024-06-30 |  | -45,718,000 |  | reported discrete quarter |
| 2024-Q3 | 2024-09-30 | 44,969,000 |  | -0.07 | reported discrete quarter |
| 2024-Q4 | 2024-12-31 | 46,718,000 | -34,072,000 |  | derived Q4 = FY annual - nine-month YTD |
| 2025-Q1 | 2025-03-31 | 40,795,000 | -26,033,000 | -0.07 | reported discrete quarter |
| 2025-Q2 | 2025-03-31 |  | -26,033,000 |  | reported discrete quarter |
| 2025-Q2 | 2025-06-30 | 21,762,000 |  | -0.09 | reported discrete quarter |
| 2025-Q3 | 2025-06-30 |  | -33,459,000 |  | reported discrete quarter |
| 2025-Q3 | 2025-09-30 | 19,552,000 |  | -0.09 | reported discrete quarter |
| 2025-Q4 | 2025-12-31 | 23,795,000 | 19,283,000 |  | derived Q4 = FY annual - nine-month YTD |
| 2026-Q1 | 2026-03-31 | 21,146,000 | 127,068,000 | 0.33 | reported discrete quarter |

## Macro Cross-References
- [CPIAUCSL](/indicator/CPIAUCSL/): Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
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- [DGORDER](/indicator/DGORDER/): Manufacturers' New Orders: Durable Goods
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- [IR](/indicator/IR/): Import Price Index (End Use): All Commodities
- [PPIFIS](/indicator/PPIFIS/): Producer Price Index by Commodity: Final Demand

## Latest quarter (10-Q)

Latest 10-Q source: https://www.sec.gov/Archives/edgar/data/1162194/000119312526208967/lab-20260331.htm

Extracted structurally from real Item 2 body heading to real Item 3/4 boundary.
Confidence: high
Filing date: 2026-05-06
Report date: 2026-03-31

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion and analysis of our financial condition and results of operations together with the unaudited financial information and the notes thereto included elsewhere in this Quarterly Report on Form 10-Q, and the audited financial information and the notes thereto included in our Annual Report. Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report on Form 10-Q, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including those factors set forth in the “Risk Factors” section of our Annual Report and this Quarterly Report on Form 10-Q, as updated and/or supplemented in subsequent filings with the SEC, our actual results could differ materially from the results described in, or implied by, the forward-looking statements contained in the following discussion and analysis.

Unless the context requires otherwise, references in this Quarterly Report on Form 10-Q to “Standard BioTools” the “Company,” “we,” “us,” and “our” refer to Standard BioTools Inc. and its subsidiaries.

Overview

At Standard BioTools Inc., we are committed to setting the new standard in the life science tools industry through strategic consolidation, best-in-class operations and a world-class management team. Our established portfolio includes essential, standardized next-generation solutions designed to help biomedical researchers develop better therapeutics faster. We offer a diverse range of instrumentation, consumables, and services that generate high-quality data across early discovery, translational and clinical research. With advanced technologies in proteomics and genomics, we empower scientists to gain deeper biological insights, accelerate discoveries, and drive improved health outcomes across diverse therapeutic areas including immunology, oncology, neuroscience, cardiometabolic diseases and more.

We have built a solid foundation supporting a differentiated portfolio of life science tools, offering broad multi-omic capabilities that drive innovation and accelerate the pace of drug development. Our solutions are designed to unlock complex biological information across plasma, single-cell and spatial proteomics, as well as genomic analyses, enabling researchers to explore disease mechanisms with unprecedented depth and precision. By integrating our advanced platforms – CyTOF™, Hyperion™, and Biomark™ – we empower scientists to generate high-content data across therapeutic areas, from immuno-oncology to neurology and infectious diseases. Each system is engineered to extract meaningful molecular signatures, providing researchers with the tools they need to decode intricate biological networks. Together, these technologies accelerate discovery, offering a comprehensive approach to understanding the complexities of health and disease.

Recent Developments

Divestiture

On June 22, 2025, we entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Illumina, Inc. (“Illumina”) pursuant to which Illumina acquired all of the equity interests of SomaLogic, Inc. (“SomaLogic”), Sengenics Corporation LLC and Sengenics Corporation Pte Ltd (collectively, the “Disposed Entities”), each an owned subsidiary that operated our aptamer-based and functional proteomics business, including KREX, Single SOMAmer, translational and diagnostic assays (collectively, the “SomaScan Business”) (such transaction, the “Transaction”). The Transaction did not include our mass cytometry and microfluidics businesses, which we retained. The Transaction closed on January 30, 2026.

At closing, we received net cash consideration of $363.2 million and recognized $25.0 million of consideration receivable based on the achievement of specified revenue thresholds during fiscal year 2025, for total net consideration of $388.2 million. The total consideration is subject to customary post-closing adjustments for working capital. In addition, we are eligible to receive additional contingent earnout payments of up to $50.0 million based on the achievement of specified revenue thresholds for SomaScan assay services and related products during fiscal year 2026. We will recognize the contingent earnout consideration as it is realized.

In addition, at the closing of the Transaction, as additional consideration, we and Illumina entered into (i) a royalty agreement, pursuant to which we are entitled to a specified royalty stream on net revenues generated from sales of SOMAmer-based next-generation sequencing library preparation kits, (ii) a license agreement, pursuant to which Illumina provided a specified license to us for the intellectual property relating to Single SOMAmers for potential development and commercialization of Single SOMAmer reagents for use in single plex affinity assays, and (iii) a royalty agreement, pursuant to which we are entitled to a specified royalty stream on net revenues generated from sales of Single SOMAmers. The royalty rates are low- to mid-single digit percentages.

Restructuring Activities

17

On August 28, 2025, we initiated a plan to consolidate our South San Francisco-based R&D capabilities into our Singapore facility to co-locate with our manufacturing operations and implemented a reduction in force of certain U.S. employees in our R&D function, including members of our management team. As part of this consolidation, we transferred our headquarters to Boston, Massachusetts and vacated our South San Francisco office on December 31, 2025.

On September 13, 2025, we commenced an additional restructuring plan, including an additional reduction in force to align operating costs with revenue projections for our continuing operations.

Both restructuring actions were designed to improve operational efficiency while supporting the execution of our long-term strategic plan. When combined, the reductions-in-force impacted approximately 20% of our total global workforce.

Factors Affecting Our Performance

Instrument Sales

Instrument sales serve as a key indicator of current business performance and provide visibility into future consumables demand. We anticipate continued growth in our installed base as we deepen market penetration and introduce enhanced capabilities that address evolving customer needs.

Our strategy to grow instrument sales includes expanding our global commercial reach, optimizing pricing strategies, and advancing the technological capabilities and applications of our platforms. We actively engage with customers to understand their research priorities and direct our development efforts toward platform enhancements and new applications, which we believe drives adoption of both our instruments and consumables.

Consumables Revenue

Consumables represent a critical component of our revenue model and reflect ongoing customer engagement with our platforms. We monitor consumables trends across our product portfolio and customer segments to inform commercial and development decisions. We expect consumables revenue to grow over time through increased utilization by existing customers, expansion of our installed base, and the introduction of new consumables offerings. Consumables are expected to remain a substantial portion of our total revenue.

Financial Operations Overview

Revenue

We generate our revenue from the sale of products and services. We also derive revenue from collaborative arrangements, license agreements, grants, and royalties. Customers include top biopharmaceutical companies and leading academic research universities. We expect the average selling prices of our products and services to fluctuate over time based on market conditions, product mix and currency fluctuations.

Product revenue

We generate product revenue from the sale of instruments and consumables. Consumables revenue is largely driven by the size of our active installed base of instruments and the level of usage per instrument.

Service revenue

Service revenue primarily consists of post-warranty service contracts, preventive maintenance plans, installation and training for our instruments.

Cost of Revenue

Cost of product revenue

Cost of product revenue consists primarily of raw materials, equipment and production costs, salaries and other personnel costs, overhead and other direct costs related to product revenue. In addition, cost of product revenue includes amortization of developed technology, royalty costs for licensed technologies included in our products, warranty costs, provisions for excess and obsolete inventory, and stock-based compensation expense, and shipping and handling costs. Cost of product revenue is recognized in the period the related revenue is recognized. Shipping and handling costs incurred for product shipments are included in cost of product revenue in the consolidated

18

statements of operations. Our cost of product revenue and related product margin may fluctuate depending on the capacity utilization of our manufacturing facilities in response to market conditions and the demand for our products.

Cost of service revenue

Cost of service revenue consists of raw materials and production costs, personnel-related costs, overhead and other direct costs. Cost of service revenue is recognized in the period the related revenue is recognized.

Our cost of service revenue and related service margin may fluctuate depending on the variability in material and labor costs of servicing.

Research and Development (“R&D”)

R&D expenses consist primarily of personnel-related costs related to enhancing our technologies and supporting development and commercialization of new and existing products and services. R&D expenses also consist of laboratory supply costs, clinical study costs, consulting fees, and other allocated overhead expenses. We plan to continue to invest significantly in our R&D efforts with an expected focus on advancing our products and services. As a result, we expect R&D expenses will increase in absolute dollars in future periods and vary from period to period as a percentage of revenue.

Selling, General, and Administrative (“SG&A”)

SG&A expenses consist primarily of personnel costs for our sales and marketing, business development, finance, legal, human resources, information technology and general management teams, as well as professional services, including legal and accounting services.

Restructuring and Related Charges

Restructuring and related charges primarily consist of severance costs related to our recent reduction-in-force and facilities costs for floors we have subleased or have the intent to sublease (net of sublease income) under our South San Francisco facility lease. These costs, including a reduction in force, are incurred to improve operational efficiency, achieve cost savings and align our workforce to the future needs of the business. When combined, these reductions-in-force impacted approximately 20% of our total global workforce.

Transaction and Integration Expenses

Transaction and integration expenses consist of costs incurred in connection with acquisition- and divestiture-related activities, including legal, advisory, accounting and other transaction-related costs including integration costs.

Loss from Discontinued Operations

Loss from discontinued operations represents the results of operations for business components that are classified as held-for-sale and meet the criteria for discontinued operations accounting under ASC 205, Presentation of Financial Statements. This includes the operating results of the discontinued components during the periods presented.

The loss from discontinued operations is presented net of applicable income taxes and includes direct incremental costs associated with the disposal activities, such as legal,

[Excerpt truncated for page length; source filing is linked above.]

## Latest 10-K MD&A

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary.
Confidence: high

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is intended to help the reader understand the results of operations and financial condition of Standard BioTools. This MD&A is provided as a supplement to, and should be read together with, our consolidated financial statements and the notes to those statements included elsewhere in this Annual Report. We have omitted discussion of 2023 results where it would be redundant to the discussion previously included in Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 11, 2025. This Annual Report contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, that are based on our management’s beliefs and assumptions and on information currently available to our management.

Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. We discuss these risks in greater detail in Part I, Item 1A, “Risk Factors” in this Annual Report. Given these uncertainties, you should not place undue reliance on these forward-looking statements. Also, forward-looking statements represent our management’s beliefs and assumptions only as of the date of this Annual Report.

You should read this Annual Report completely and with the understanding that our actual future results may be materially different from what we expect.

Overview

At Standard BioTools, Inc., we are committed to setting the new standard in the life science tools industry through strategic consolidation, best-in-class operations and a world class management team. Our established portfolio includes essential, standardized next-generation solutions designed to help biomedical researchers develop better therapeutics faster. We offer a diverse range of instrumentation, consumables, and services that generate high-quality data across early discovery, translational and clinical research. With advanced technologies in proteomics and genomics, we empower scientists to gain deeper biological insights, accelerate discoveries, and drive improved health outcomes across diverse therapeutic areas including immunology, oncology, neuroscience, cardiometabolic diseases and more.

We have built a solid foundation supporting a differentiated portfolio of life science tools, offering broad multi-omic capabilities that drive innovation and accelerate the pace of drug development. Our solutions are designed to unlock complex biological information across plasma, single-cell and spatial proteomics, as well as genomic analyses, enabling researchers to explore disease mechanisms with unprecedented depth and precision. By integrating our advanced platforms – CyTOF™, Hyperion™, and Biomark™ – we empower scientists to generate high-content data across therapeutic areas, from immuno-oncology to neurology and infectious diseases. Each system is engineered to extract meaningful molecular signatures, providing researchers with the tools they need to decode intricate biological networks. Together, these technologies accelerate discovery, offering a comprehensive approach to understanding the complexities of health and disease.

Recent Developments

Divestiture

On June 22, 2025, we entered into the Purchase Agreement with Illumina pursuant to which Illumina acquired the Disposed Entities. The Transaction did not include our mass cytometry and microfluidics businesses, which we retained. The Transaction closed on January 30, 2026.

Illumina acquired the SomaScan Business for aggregate cash consideration of up to $425 million, comprising (i) an upfront payment of $350 million in cash, payable at the closing of the Transaction, subject to adjustment as set forth in the Purchase Agreement, and (ii) up to $75 million in earnout payments, paid upon the achievement of specified targets for net revenue generated from SomaScan assay services or any other SOMAmer-based assay services and sales of SOMAmer-based array kits and SOMAmer-based next-generation sequencing library preparation kits in fiscal years 2025 and 2026.

In addition, pursuant to the Purchase Agreement , at the closing of the Transaction, as additional consideration, we and Illumina entered into (i) a royalty agreement, pursuant to which we are entitled to a specified royalty stream on net revenues

42

generated from sales of SOMAmer-based next-generation sequencing library preparation kits, (ii) a license agreement, pursuant to which Illumina provided a specified license to us for the intellectual property relating to Single SOMAmers for potential development and commercialization of Single SOMAmer reagents for use in single plex affinity assays and (iii) a royalty agreement, pursuant to which we are entitled to a specified royalty stream on net revenues generated from sales of Single SOMAmers.

Restructuring Activities

On August 28, 2025, we determined to consolidate our SSF-based R&D capabilities into our Singapore facility to co-locate with our manufacturing operations and implemented a reduction in force of certain U.S. employees in our R&D function, including members of our management team. As part of this consolidation, we transferred our headquarters to Boston, Massachusetts and vacated our SSF office on December 31, 2025.

On September 13, 2025, we commenced an additional restructuring plan, including an additional reduction in force to align operating costs with revenue projections for our continuing operations.

Both restructuring actions are designed to improve operational efficiency while supporting the execution of our long-term strategic plan. When combined, the reductions-in-force impacted approximately 20% of our total global workforce.

Factors Affecting Our Performance

Instrument Sales

Instrument sales serve as a key indicator of current business performance and provide visibility into future consumables demand. We anticipate continued growth in our installed base as we deepen market penetration and introduce enhanced capabilities that address evolving customer needs.

Our strategy to grow instrument sales includes expanding our global commercial reach, optimizing pricing strategies, and advancing the technological capabilities and applications of our platforms. We actively engage with customers to understand their research priorities and direct our development efforts toward platform enhancements and new applications, which we believe drives adoption of both our instruments and consumables.

Consumables Revenue

Consumables represent a critical component of our revenue model and reflect ongoing customer engagement with our platforms. We monitor consumables trends across our product portfolio and customer segments to inform commercial and development decisions. We expect consumables revenue to grow over time through increased utilization by existing customers, expansion of our installed base, and the introduction of new consumables offerings. Consumables are expected to remain a substantial portion of our total revenue.

Financial Operations Overview

Revenue

We generate our revenue from the sale of products and services. We also derive revenue from collaborative arrangements, license agreements, grants, and royalties. Customers include top biopharmaceutical companies and leading academic research universities.

Product revenue

We generate product revenue from the sale of instruments and consumables. Consumables revenue is largely driven by the size of our active installed base of instruments and the level of usage per instrument.

Service revenue

Service revenue primarily consists of post-warranty service contracts, preventive maintenance plans, installation and training for our instruments. We expect the average selling prices of our products and services to fluctuate over time based on market conditions, product mix and currency fluctuations.

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Cost of Revenue

Cost of product revenue

Cost of product revenue consists primarily of raw materials, equipment and production costs, salaries and other personnel costs, overhead and other direct costs related to product revenue. In addition, cost of product revenue includes amortization of developed technology, royalty costs for licensed technologies included in our products, warranty costs, provisions for excess and obsolete inventory, and stock-based compensation expense, and shipping and handling costs. Cost of product revenue is recognized in the period the related revenue is recognized. Shipping and handling costs incurred for product shipments are included in cost of product revenue in the consolidated statements of operations. Our cost of product revenue and related product margin may fluctuate depending on the capacity utilization of our manufacturing facilities in response to market conditions and the demand for our products.

Cost of service revenue

Cost of service revenue consists of raw materials and production costs, personnel-related costs, overhead and other direct costs. Cost of service revenue is recognized in the period the related revenue is recognized.

Our cost of service revenue and related service margin may fluctuate depending on the variability in material and labor costs of servicing.

Research and Development ("R&D")

R&D expenses consist primarily of personnel-related costs related to enhancing our technologies and supporting development and commercialization of new and existing products and services. R&D expenses also consist of laboratory supply costs, clinical study costs, consulting fees, and other allocated overhead expenses. We plan to continue to invest significantly in our R&D efforts with an expected focus on advancing our products and services. As a result, we expect R&D expenses will increase in absolute dollars in future periods and vary from period to period as a percentage of revenue.

Selling, General, and Administrative ("SG&A")

SG&A expenses consist primarily of personnel costs for our sales and marketing, business development, finance, legal, human resources, information technology and general management teams, as well as professional services, including legal and accounting services.

Restructuring and Related Charges

Restructuring and related charges primarily consist of severance costs related to our recent reduction-in-force and facilities costs for floors we have subleased or have the intent to sublease (net of sublease income) under our SSF facility lease. These costs, including a reduction in force, are incurred to improve operational efficiency, achieve cost savings and align our workforce to the future needs of the business. When combined, these reductions-in-force impacted approximately 20% of our total global workforce.

Transaction and Integration Expenses

Transaction and integration expenses consist of costs incurred in connection with acquisition-related activities, including legal, advisory, accounting and other transaction-related costs including integration costs.

Bargain Purchase Gain

Bargain purchase gain represents the excess of fair value of the assets acquired and liabilities assumed over the fair value of the consideration transferred in connection with the Merger. We determined that the bargain purchase gain was primarily attributable to a rapid decline in our stock price in the days following the announcement of the Merger, which persisted through the closing of the Merger.

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Results of Operations

The following table presents our consolidated statements of operations and as a percentage of total revenue for the years ended December 31, 2025 and 2024 ($ in thousands):

Year Ended December 31,

2025

2024

Revenue

$

85,331

100

%

$

91,008

100

%

Cost of revenue:

Cost of product revenue

29,553

35

%

30,652

34

%

Cost of service and other revenue

13,235

16

%

15,473

18

%

Total cost of revenue

42,788

50

%

46,125

51

%

Gross profit

42,543

50

%

44,883

49

%

Operating expenses:

Research and development

25,987

30

%

28,831

32

%

Selling, general and administrative

109,861

129

%

103,058

113

%

Restructuring and related charges

14,782

17

%

12,500

14

%

Transaction and integration expenses

2,162

3

%

27,979

31

%

Total operating expenses

152,792

179

%

172,368

189

%

Loss from operations

(110,249

)

(129

)%

(127,485

)

(140

)%

Bargain purchase gain

—

—

%

25,213

28

%

Interest income, net

9,153

11

%

16,883

19

%

Other income (expense), net

4,394

5

%

(5,008

)

(6

)%

Loss from continuing operations before income taxes

(96,702

)

(113

)%

(90,397

)

(99

)%

Income tax benefit (expense)

37,876

44

%

(542

)

—

%

Net loss from continuing operations

(58,826

)

(69

)%

(90,939

)

(99

)%

Discontinued operations:

Loss from discontinued operations, net of tax

(16,070

)

(19

)%

(47,946

)

(52

)%

Net loss

(74,896

)

(88

)%

(138,885

)

(152

)%

Revenue

Revenue by product type and as a percentage of total revenue were as follows ($ in thousands):

Year Ended December 31,

Year-over-Year Change

2025

2024

$

%

Product revenue:

Instruments

$

25,411

30

%

$

24,889

27

%

$

522

2

%

Consumables

36,248

42

%

40,540

45

%

(4,292

)

(11

)%

Total product revenue

61,659

72

%

65,429

72

%

(3,770

)

(6

)%

Services and other revenue

23,672

28

%

25,579

28

%

(1,907

)

(7

)%

Total revenue

$

85,331

100

%

$

91,008

100

%

$

(5,677

)

(6

)%

For the year ended December 31, 2025, total revenue declined $5.7 million, or 6%, compared to 2024. The decline was primarily driven by a $4.3 million decrease in consumables revenue, due to macroeconomic pressures on customer spending, including budgetary limitations and constrained funding environments. The decline was further driven by a decrease of $1.9 million in services and other revenue, as a result of lower service requirements from improved instrument reliability and timing of customer maintenance schedules.

Cost of Revenue

Product and service cost, gross profit, and gross margin were as follows ($ in thousands):

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Year Ended December 31,

Year-over-Year Change

2025

2024

$

%

Cost of product revenue

$

29,553

$

30,652

$

(1,099

)

(4

)%

Cost of service revenue

13,235

15,473

(2,238

)

(14

)%

Total cost of revenue

$

42,788

$

46,125

$

(3,337

)

(7

)%

Gross profit

$

42,543

$

44,883

$

(2,340

)

(5

)%

Gross margin

49.9

%

49.3

%

N/A

1

%

For the year ended December 31, 2025, gross profit decreased $2.3 million, or 5%, compared to 2024, primarily due to revenue decline.

Operating Expenses

Operating expenses were as follows ($ in thousands):

Year Ended December 31,

Year-over-Year Change

2025

2024

$

%

Research and development

$

25,987

$

28,831

$

(2,844

)

(10

)%

Selling, general and administrative

109,861

103,058

6,803

7

%

Restructuring and related charges

14,782

12,500

2,282

18

%

Transaction and integration expenses

2,162

27,979

(25,817

)

(92

)%

Total operating expenses

$

152,792

$

172,368

$

(19,576

)

(11

)%

Research and Development

For the year ended December 31, 2025, R&D expense decreased $2.8 million, or 10%, compared to 2024. The reduction reflects the deferral of long-term R&D projects, which reduced material and supply costs by $2.4 million. Additionally, due to restructuring activities undertaken during 2024 and 2025, personnel-related expenses declined by $0.4 million.

Selling, General and Administrative

SG&A expense increased $6.8 million, or 7%, for the year ended December 31, 2025 compared to the prior year. The increase was primarily driven by $13.7 million in increased personnel-related costs, including $8.2 million due to increased bonus expense and labor costs and $5.5 million in additional stock-based compensation expense driven by stock option grants, a $2.0 million increase in depreciation and amortization related to fixed asset additions, and a $1.3 million increase in materials and supplies driven by software licenses and subscriptions. These increases were partially offset by a $10.5 million decrease in consulting fees primarily attributable to reduced outside consulting services and contractor expenses, and a $0.8 million decrease in travel and entertainment expense.

Restructuring and Related Charges

Restructuring and related charges consisted of the following (in thousands):

Year Ended December 31,

Year-over-Year Change

2025

2024

$

%

Severance and other termination benefits

$

11,306

$

8,988

$

2,318

26

%

Facilities and other

3,476

3,512

(36

)

(1

)%

Total restructuring and related charges

$

14,782

$

12,500

$

2,282

18

%

Restructuring and related charges for the year ended December 31, 2025 increased by $2.3 million, or 18%, respectively, compared to 2024. The increase was primarily driven by an increase in severance and other benefits paid in connection with the reductions of our workforce during the year ended December 31, 2025.

Transaction and Integration Expenses

Transaction and integration expenses decreased by $25.8 million for the year ended December 31, 2025, compared to 2024. The decrease was primarily due to significant legal, advisory, accounting, and integration expenses incurred in connection with the Merger during the

46

year ended December 31, 2024, the majority of which were one-time in nature. We expect to incur additional transaction and integration expenses in connection with future transactions.

Bargain Purchase Gain

Bargain purchase gain decreased by $25.2 million for the year ended December 31, 2025, compared to 2024. The bargain purchase gain recognized in 2024 was due to the consummation of the Merger, which resulted in the fair value of assets acquired and liabilities assumed exceeding the fair value of the consideration transferred due to a decline in our stock price following the announcement of the Merger. We did not recognize any bargain purchase gains during 2025.

Interest Income

Interest income decreased by $11.0 million, or 55%, for the year ended December 31, 2025, compared to 2024. The decrease was primarily due to a reduction in the interest earned on balances of money market funds and investments. The interest earned on money market funds and investments decreased due to lower account balances and interest rates during the year ended December 31, 2025.

Interest Expense

Interest expense decreased by $3.3 million, or 99%, for the year ended December 31, 2025, compared to 2024. During 2024, we fully repaid our then-outstanding term loan facility, as well as the balance on convertible notes issued during 2019. As a result, we had no material debt outstanding during the year ended December 31, 2025, which resulted in negligible interest expense during 2025.

Other Income (Expense), net

Other income (expense), net increased by $9.4 million for the year ended December 31,2025, compared to 2024. The increase was primarily driven by $5.6 million of net foreign currency transaction gains on accounts receivable.

Income Tax Benefit (Expense)

Income tax benefit increased $38.4 million for the year ended December 31, 2025 compared to the prior year, primarily driven by a partial release of the valuation allowance previously recorded against our U.S. deferred tax assets, including net operating loss carryforwards. The release was based on our assessment that sufficient positive evidence existed to support realizability, primarily due to the expected gain on the sale of the SomaScan Business, which closed in January 2026.

Our effective tax rates for both periods differ from the 21% U.S. Federal statutory tax rate primarily due to valuation allowances recorded against deferred tax assets on domestic losses and the tax rate differences between the United States and foreign countries.

Liquidity and Capital Resources

We have experienced operating losses since inception and have an accumulated deficit of $1.3 billion as of December 31, 2025. To date, we have funded our operating losses primarily through equity offerings, term loans, convertible notes, and the issuance of preferred stock. Our ability to fund future operations and meet debt covenant requirements will depend upon our level of future revenue and operating cash flow and our ability to access additional funding through either equity offerings, divestitures, issuances of debt instruments or both.

Our liquidity and capital requirements depend upon many factors, including market acceptance of our products and services; effectiveness of our business improvement initiatives and restructuring programs; costs of supporting sales growth, product quality, R&D and capital expenditures; and costs and timing of acquiring or divesting other businesses, assets or technologies.

We continually evaluate our liquidity requirements considering our operating needs, growth initiatives and capital resources. We expect that our existing liquidity and sources of capital will be sufficient to support our operations for at least the next 12 months from the filing date of this Annual Report.

Sources of Liquidity

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Our principal sources of liquidity are cash, cash equivalents and short-term investments. Our collective balances of cash, cash equivalents and short-term investments were $187.6 million at December 31, 2025 and $292.9 million at December 31, 2024. Our working capital was $346.0 million at December 31, 2025.

Capital Resources and Commitments

We have entered into arrangements that serve as sources of capital and the associated contractual agreements may result in firm or contingent obligations of us. In addition to our common stockholders’ equity, our sources of capital primarily include debt and operating leases. Our operating lease arrangements require cash repayment and our convertible debt contains rights that may result in their conversion to our common stock prior to maturity.

A summary of our significant future capital requirements include:

Purchase Obligations and Commitments

Purchase obligations consist of contractual and legally binding commitments to purchase goods and services. Our purchase obligations with suppliers specify all significant terms, including fixed, minimum or variable price provisions, and the approximate timing of the transaction. The majority of our contracts are cancellable with little or no notice or penalty. However, once a vendor has incurred costs to fulfill a contract with us, and which costs cannot be otherwise deployed, we are liable for those costs upon cancellation.

We have additional obligations beyond the purchase of goods and services, including the following:

•
Leases. Future payments for operating lease obligations (net of sublease income) at December 31, 2025 totaled $33.0 million, of which $7.0 million is expected to be paid in 2026. Refer to Note 7 of the consolidated financial statements for additional information.

•
Additional information on our obligations under license and patent agreements, and indemnification agreements entered into in the ordinary course of business is provided in Note 8 to the consolidated financial statements.

The expected timing of payments of our obligations is estimated based on current information. Timing of payments and actual amounts paid may be different, depending on the timing of receipt of goods or services, or changes to agreed-upon amounts for some obligations. In addition, some of our future purchasing needs are not current contractual obligations and are therefore not included in the commitment amounts above as they are not handled through binding contracts or are not fulfilled by vendors on a purchase order basis within short time horizons.

Cash Flow Activity

Our cash flow summary was as follows ($ in thousands):

Year Ended December 31,

2025

2024

Cash flow summary:

Net cash used in operating activities

$

(74,343

)

$

(143,454

)

Net cash provided by investing activities

27,409

363,174

Net cash used in financing activities

570

(102,616

)

Effect of foreign exchange rate fluctuations on cash

   and cash equivalents

842

(785

)

Net increase (decrease) in cash, cash equivalents and restricted cash

$

(45,522

)

$

116,319

We derive cash flows from operations primarily by collecting amounts due from sales of our products and services, and fees earned under our product development and license agreements. Our cash flows from operating activities are also significantly influenced by our use of cash for operating expenses and working capital to support the business. We have historically experienced negative cash flows from operating activities as we have expanded our business and built our infrastructure, both domestically and internationally.

In the year ended December 31, 2025, we used $33.1 million of net proceeds from the sales and maturities of investments to help fund $74.3 million of net cash used in operating activities. We did not repurchase any common stock or repay any debt during the 12 months ended December 31, 2025.

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In the year ended December 31, 2024, we used $92.9 million of net proceeds from the sales and maturities of short-term investments to help fund $143.5 million of net cash used in operating activities, $63.2 million of repayments of our term loan and convertible notes issued in 2014, and $40.5 million of common stock repurchases.

Operating Activities

Net cash used in operating activities for the year ended December 31, 2025 decreased by $69.1 million, compared to the same period in 2024. The decrease in cash use was due to a decrease in operating expenses for the year ended December 31, 2025 compared to 2024, resulting from the completion of restructuring activities during 2024 and 2025.

Investing Activities

Net cash provided by investing activities for the year ended December 31, 2025 was $27.4 million, compared to $363.2 million for the year ended December 31, 2024. The activity for the year ended December 31, 2025 primarily reflects $35.7 million of proceeds from sales and maturities of investments, net of purchases, partially offset by purchases of property and equipment of $8.3 million. In contrast, the net cash provided for the year ended December 31, 2024 primarily reflects $280.0 million of cash acquired in the Merger, along with $92.9 million of proceeds from sales and maturities of investments, net of purchases, partially offset by purchases of property and equipment of $8.4 million.

Financing Activities

Financing activities provided cash of $0.6 million for the year ended December 31, 2025, and used cash of $102.6 million in the same period of 2024. During the year ended December 31, 2024, we executed $40.5 million of common share repurchases under the 2024 Stock Repurchase Program and made $63.2 million of payments on our term loan and convertible notes issued in 2014. We did not repurchase any common shares or repay any debt during the year ended December 31, 2025.

Critical Accounting Policies and Estimates

The consolidated financial statements and related notes included in this Annual Report are prepared in accordance with U.S. GAAP. Preparing U.S. GAAP financial statements requires the use of estimates and assumptions to determine the value of the assets, liabilities, revenues and expenses reported on the consolidated balance sheets and statements of operations. We develop these estimates after considering historical transactions, the current economic environment and various other assumptions considered reasonable under the circumstances. Actual results may differ materially from these estimates and judgments. Accounts that rely heavily on estimated information to determine their values include revenue, trade receivables, inventories, right-of-use assets, goodwill, long-lived intangible assets, lease liabilities, and preferred equity. Refer to Note 2 to our consolidated financial statements for further information on our most significant accounting policies. An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, if different estimates reasonably could have been used, or if changes in estimates that are reasonably likely to occur could materially impact the financial statements.

Revenue

We recognize revenue when control of promised goods or services is transferred to customers, based on the amount of consideration we expect to receive in exchange for the goods and services transferred. Our commercial arrangements typically include multiple, distinct products and services, and we allocate purchase consideration to the products and services based on each item’s relative standalone selling price. Standalone selling prices ("SSP") are generally determined using observable data from recent transactions. In cases where sufficient data is not available, we estimate a product’s SSP using a cost plus margin approach or by applying a discount to the product’s list price.

We have entered and may continue to enter into development agreements with customers that require us to recognize revenue using an input method that determines the extent of our progress toward completion by comparing the actual costs incurred to the total expected cost. As part of the accounting for these arrangements, we develop estimates and assumptions that require judgment to determine the transaction price and progress towards completion. We review these estimates at the end of each reporting period using the best available information, revise the estimates as necessary, and recognize revenue commensurate with our progress toward completion.

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Inventories

Inventories are stated at the lower of cost (on a first-in, first-out basis) or net realizable value. Inventory costs include direct materials, direct labor, and normal manufacturing overhead. We regularly review inventory for excess and obsolete products and components. Significant judgment is required in determining provisions for slow-moving, excess, and obsolete inventories which are recorded when required to reduce inventory values to their estimated net realizable values based on product life cycle, development plans, product expiration, and quality issues.

Business Combinations

The Company accounts for business combinations in accordance with ASC 805, which requires the allocation of the purchase price to the fair values of identifiable assets acquired and liabilities assumed. The determination of fair values involves significant judgment and estimates, particularly in valuing acquired intangible assets and contingent consideration arising from the merger. The fair values of acquired intangibles are estimated using various valuation methodologies, including the multi-period excess earnings method for developed technology and customer relationships, and the relief-from-royalty method for trade names. The fair value of contingent consideration is estimated using a Monte Carlo simulation. These approaches require management to make significant assumptions, including projected cash flows, revenue growth rates, discount rates, etc. These estimates are inherently subjective and based on information available at the acquisition date. Refer to Note 3 to the consolidated financial statements for further information.

Goodwill and Long-Lived Assets

Goodwill represents the excess of the purchase price of an acquired entity over the fair value of the net assets acquired and liabilities assumed in a business combination. We assess goodwill at the reporting unit level on an annual basis during the fourth quarter, or more frequently if events or changes in circumstances suggest that goodwill impairment exists. A significant amount of judgment is involved in determining if an indicator of impairment exists.

For those reporting units where events or changes in circumstances indicate that potential impairment indicators exist, we perform a quantitative assessment to determine whether the carrying value of goodwill can be recovered. When performing the annual goodwill impairment test, we may start with an optional qualitative assessment. As part of the qualitative assessment, we evaluate all events and circumstances, including both positive and negative events, in their totality, to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If we bypass the qualitative assessment, or if the qualitative assessment indicates that a quantitative analysis should be performed, we perform a quantitative assessment to estimate the fair value of each reporting unit and compare the fair value of each reporting unit to its carrying value. We generally estimate a reporting unit's fair value using a discounted cash flow approach which is dependent on several significant estimates and assumptions related to forecasts of future revenues, cost of sales, expenses, and the weighted average cost of capital for each reporting unit. If the carrying amount of a reporting unit exceeds the estimated fair value, an impairment charge is recorded to reduce the carrying value to the estimated fair value. The impairment of goodwill is limited to the total amount of goodwill allocated to the reporting unit. Any adverse changes in the significant estimates and assumptions used in our goodwill impairment test could have a significant impact on our goodwill impairment analyses, and could have a material impact on our consolidated financial statements.

In connection with the classification of the SomaScan Business as discontinued operations during 2024, we allocated $111.9 million of goodwill, representing the entirety of our goodwill balance, to the disposal group based on the relative fair values of the disposal group and the remaining business in accordance with ASC 350-20. As a result, there was no goodwill attributable to continuing operations as of December 31, 2024 or 2025. The sale of the SomaScan Business to Illumina closed on January 30, 2026, and upon closing, the allocated goodwill was derecognized as part of the disposal transaction. There were no goodwill impairment losses recorded in any period presented.

Stock-Based Compensation

We recognize compensation costs for all stock-based awards, including stock options, restrict stock units ("RSUs") and shares of common stock purchased under our Employee Share Purchase Plan (“ESPP”), based on the grant date fair value of the award. We recognize stock-based compensation expense on a straight-line basis over the requisite service periods. For RSUs, fair value is measured based on the closing fair market value of our common stock on the date of grant.

The fair value of options and stock purchases under ESPP on the grant date is estimated using the Black-Scholes option-pricing model, which requires the use of certain subjective assumptions, including expected term, volatility, risk-free interest rate and the fair value of

50

our common stock. These assumptions generally require judgment. Refer to Note 11 to the consolidated financial statements for additional information.

Recent Accounting Changes and Accounting Pronouncements

Adoption of New Accounting Guidance

None.

Recent Accounting Pronouncements

A description of recently issued accounting pronouncements that may potentially impact our financial position, results of operations or cash flows is disclosed in Note 2 to our consolidated financial statements included in this Annual Report.

51