# Standard Biotools Inc.: Form 10-Q for the period ended Jun 30, 2025

- Company: [Standard Biotools Inc.](/companies/lab.md) (CIK 1162194)
- Form: 10-Q
- Filed: 2025-08-15
- Accepted by EDGAR: Aug 15, 2025, 16:05 ET
- Period: 2025-06-30
- Accession: 0000950170-25-109388
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1162194/000095017025109388/lab-20250630.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1162194/000095017025109388/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2025-06-30.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2025-04-01 to 2025-06-30 | $21.8m | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Revenue | 6 months, 2025-01-01 to 2025-06-30 | $42.0m | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Cost of revenue | 3 months, 2025-04-01 to 2025-06-30 | $11.1m | us-gaap:CostOfGoodsAndServicesSold |
| Cost of revenue | 6 months, 2025-01-01 to 2025-06-30 | $20.3m | us-gaap:CostOfGoodsAndServicesSold |
| Gross profit | 3 months, 2025-04-01 to 2025-06-30 | $10.6m | us-gaap:GrossProfit |
| Gross profit | 6 months, 2025-01-01 to 2025-06-30 | $21.7m | us-gaap:GrossProfit |
| Research and development | 3 months, 2025-04-01 to 2025-06-30 | $6.2m | us-gaap:ResearchAndDevelopmentExpense |
| Research and development | 6 months, 2025-01-01 to 2025-06-30 | $11.7m | us-gaap:ResearchAndDevelopmentExpense |
| Selling, general and administrative | 3 months, 2025-04-01 to 2025-06-30 | $28.1m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Selling, general and administrative | 6 months, 2025-01-01 to 2025-06-30 | $57.9m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Operating income | 3 months, 2025-04-01 to 2025-06-30 | −$25.7m | us-gaap:OperatingIncomeLoss |
| Operating income | 6 months, 2025-01-01 to 2025-06-30 | −$52.7m | us-gaap:OperatingIncomeLoss |
| Income tax | 3 months, 2025-04-01 to 2025-06-30 | −$609.0k | us-gaap:IncomeTaxExpenseBenefit |
| Income tax | 6 months, 2025-01-01 to 2025-06-30 | −$728.0k | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2025-04-01 to 2025-06-30 | −$33.5m | us-gaap:NetIncomeLoss |
| Net income | 6 months, 2025-01-01 to 2025-06-30 | −$59.5m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2025-04-01 to 2025-06-30 | −$0.09 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 6 months, 2025-01-01 to 2025-06-30 | −$0.16 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2025-04-01 to 2025-06-30 | −$0.09 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 6 months, 2025-01-01 to 2025-06-30 | −$0.16 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2025-04-01 to 2025-06-30 | 380,498,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 6 months, 2025-01-01 to 2025-06-30 | 379,369,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 6 months, 2025-01-01 to 2025-06-30 | −$51.0m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 6 months, 2025-01-01 to 2025-06-30 | $6.9m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Share repurchases | 6 months, 2025-01-01 to 2025-06-30 | $0 | us-gaap:PaymentsForRepurchaseOfCommonStock |
| Cash and equivalents | at 2025-06-30 | $158.6m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2025-06-30 | $506.0m | us-gaap:AssetsCurrent |
| Total assets | at 2025-06-30 | $557.0m | us-gaap:Assets |
| Current liabilities | at 2025-06-30 | $98.0m | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2025-06-30 | $132.4m | us-gaap:Liabilities |
| Shareholders' equity | at 2025-06-30 | $424.5m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 34,257 characters.

*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 appearing 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 on Form 10-K for the year ended December 31, 2024 filed with the Securities and Exchange Commission (the “SEC”) on March 11, 2025 (the “Annual Report”) and this Quarterly Report on Form 10-Q, 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

On June 22, 2025, we entered into a Stock Purchase Agreement (the "Purchase Agreement") with Illumina, Inc. ("Illumina"). Pursuant to the terms of the Purchase Agreement, Illumina will acquire all of the equity interests of SomaLogic, Inc. (“SomaLogic”), Sengenics Corporation LLC (“Sengenics LLC”) and Sengenics Corporation Pte Ltd (“Sengenics Pte” and together with Sengenics LLC, “Sengenics”) (such equity interests, collectively, the "Shares"), each a wholly owned subsidiary of the Company that operates 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 does not include our mass cytometry and microfluidics businesses, which are being retained by us.

Illumina has agreed to acquire 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, payable 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, the Purchase Agreement contemplates that, at the closing of the Transaction, as additional consideration, we and Illumina will enter into (i) a royalty agreement, pursuant to which we will be 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 will provide 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 will be entitled to a specified royalty stream on net revenues generated from sales of Single SOMAmers.

The consummation of the Transaction is subject to customary closing conditions, including, among others, the expiration or termination of the applicable waiting period (and any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “Hart-Scott Act”). We expect the Transaction to close in the first half of 2026.

The Purchase Agreement also includes customary termination provisions, including, among others, the ability of us or Illumina to terminate the Purchase Agreement if the Transaction has not been consummated on or before March 23, 2026, subject to up to three automatic three-month extensions under certain circumstances. If the Purchase Agreement is terminated under specified circumstances, Illumina will be required to pay us a reverse termination fee in cash equal to $14.5 million.

### Factors Affecting Our Performance

The following factors have been important to our business, and we expect them to impact our results of operations and financial condition in future periods:

- Continued adoption of our services and products:
- We have a well-established base of marquee customer and key opinion leader relationships in place, and as we grow further, we expect to win contracts with new customers and expand the scope of existing contracts with existing customers.
- We continue to focus on growth in instrument placements which we expect to drive future growth in sales of consumables and field services.
- We continue to enhance our single-cell and spatial proteomics offerings through continuous improvements to our proteomics instruments.
- Total revenue may vary from period to period based on, among other things, the timing and size of new contracts, fluctuations in customer consumption of and adoption trends, ramp time and productivity of our salesforce, the impact of significant transactions, and seasonality. Failure to effectively develop and expand our sales and marketing capabilities or improve the productivity of our sales and marketing organization could harm our ability to expand our potential customer and sales pipeline, increase our customer base, and achieve broader market acceptance of our offering.
- Continued investment in growth:
- We continue to invest significantly in our commercial infrastructure.
- We have and expect to continue to make investments in R&D, including hiring employees with the necessary scientific and technical backgrounds to enable enhancements to our existing products and services and bring new products and services to market.
- Ability to lower operating costs:
- We continue to focus on improving operating discipline through implementation of lean SBS principles to build more efficient operations and reduce costs.
- We intend to reduce manufacturing costs, in part, by modifying our manufacturing processes to use materials and technologies that provide equal or greater quality at lower cost, improving how we manage our materials and negotiating favorable terms for our materials purchases.
- Seasonality:
- Our revenue can be seasonal dependent upon the procurement and budgeting cycles of many of our customers, especially government- or grant-funded customers, whose cycles often coincide with government fiscal year ends.
- Expansion of our proteomic content:
- To maintain our competitive advantage in the single-cell proteomics market, we plan to increase the number of protein reagents for commercial availability based on allocated funding, resource availability, and the successful validation of new reagents, with a focus on expanding our mass cytometry antibody panels and detection capabilities.
- We continue to expand our single-cell proteomics database and artificial intelligence and machine learning analytics to drive deeper insights into cellular heterogeneity, immune profiling, and biomarker discovery, creating new value and market opportunities in translational and clinical research.

### 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.

### 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 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, including hiring additional employees, 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 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 facility lease in South San Francisco. 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. In addition to the reduction in force, we are reducing leased office space, optimizing our manufacturing footprint and streamlining support functions.

### 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.

### 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 with SomaLogic (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 Date.

### 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, advisory, and other transaction-related costs. Any intercompany transactions between continuing and discontinued operations have been eliminated, and certain allocations of corporate overhead and shared costs previously allocated to the discontinued operations have been adjusted to reflect the costs that will be eliminated upon disposal.

Prior period amounts have been reclassified to conform to the current period presentation.

### Results of Operations

The following table presents our unaudited condensed consolidated statements of operations and as a percentage of total revenue for the three and six months ended June 30, 2025 and 2024 ($ in thousands):

|  | Three Months Ended June 30, 2025 |  | 2024 |  | Six Months Ended June 30, 2025 |  | 2024 |  |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Revenue | $21,762 | 100% | $22,492 | 100% | $41,984 | 100% | $44,145 | 100% |
| Cost of revenue | 11,134 | 51% | 12,118 | 54% | 20,307 | 48% | 22,746 | 52% |
| Gross profit | 10,628 | 49% | 10,374 | 46% | 21,677 | 52% | 21,399 | 48% |
| Operating expenses: |  |  |  |  |  |  |  |  |
| Research and development | 6,222 | 29% | 7,244 | 32% | 11,662 | 28% | 14,852 | 34% |
| Selling, general and administrative | 28,105 | 129% | 24,860 | 111% | 57,929 | 138% | 51,274 | 116% |
| Restructuring and related charges | 1,727 | 8% | 5,749 | 26% | 3,279 | 8% | 10,033 | 23% |
| Transaction and integration expenses | 271 | 1% | 2,782 | 12% | 1,474 | 4% | 19,945 | 45% |
| Total operating expenses | 36,325 | 167% | 40,635 | 181% | 74,344 | 177% | 96,104 | 218% |
| Loss from continuing operations | (25,697) | (119)% | (30,261) | (135)% | (52,667) | (125)% | (74,705) | (169)% |
| Bargain purchase gain | — | —% | — | —% | — | —% | 25,213 | 57% |
| Interest income | 2,461 | 11% | 5,302 | 24% | 5,377 | 13% | 11,509 | 26% |
| Interest expense | (9) | (0)% | (858) | (4)% | (11) | (0)% | (1,891) | (4)% |
| Other income (expense), net | 4,963 | 23% | 412 | 2% | 5,530 | 13% | (1,822) | (4)% |
| Loss from continuing operations before income taxes | (18,282) | (84)% | (25,405) | (113)% | (41,771) | (99)% | (41,696) | (94)% |
| Income tax benefit (expense) | 609 | 3% | (39) | (0)% | 728 | 2% | (152) | (0)% |
| Net loss from continuing operations | (17,673) | (81)% | (25,444) | (113)% | (41,043) | (98)% | (41,848) | (95)% |
| Discontinued operations: |  |  |  |  |  |  |  |  |
| Loss from discontinued operations, net of tax | (15,786) | (73)% | (20,274) | (90)% | (18,449) | (44)% | (36,027) | (82)% |
| Net loss | $(33,459) | (154)% | $(45,718) | (203)% | $(59,492) | (142)% | $(77,875) | (176)% |

24

### Revenue

The following table sets forth revenue by product type, presented in dollars and as a percentage of total revenue ($ in thousands):

| Product revenue: | Three Months Ended June 30, 2025 | 2024 | Year-over-Year Change $% |  | Six Months Ended June 30, 2025 | 2024 | Year-over-Year Change $% |  |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Instruments | $5,215 | $7,047 | $(1,832) | (26)% | $11,861 | $11,950 | $(89) | (1)% |
| Consumables | 10,458 | 8,847 | 1,611 | 18% | 18,593 | 19,258 | (665) | (3)% |
| Total product revenue | 15,673 | 15,894 | (221) | (1)% | 30,454 | 31,208 | (754) | (2)% |
| Services and other revenue | 6,089 | 6,598 | (509) | (8)% | 11,530 | 12,937 | (1,407) | (11)% |
| Total revenue | $21,762 | $22,492 | $(730) | (3)% | $41,984 | $44,145 | $(2,161) | (5)% |

For the three months ended June 30, 2025, total revenue declined $0.7 million, or 3%, compared to the prior year period. The decline was primarily driven by a $1.8 million decrease in instruments revenue, primarily due to lower unit sales of our CyTOF XT mass cytometry instrument, with services revenue also declining $0.5 million. Consumables revenue increased $1.6 million, or 18%, offsetting the majority of these declines.

For the six months ended June 30, 2025, total revenue declined $2.2 million, or 5%, compared to the prior year period. This reflects a $1.4 million decrease in services and other revenue as a result of lower service requirements from improved instrument reliability and timing of customer maintenance schedules, and a $0.7 million decrease in consumables revenue.

### Cost of Revenue and Gross Profit

Cost of revenue, gross profit, and gross margin were as follows ($ in thousands):

|  | Three Months Ended June 30, 2025 | 2024 | Year-over-Year Change $% |  | Six Months Ended June 30, 2025 | 2024 | Year-over-Year Change $% |  |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Cost of product revenue | $7,608 | $7,771 | $(163) | (2)% | $14,039 | $15,617 | $(1,578) | (10)% |
| Cost of service revenue | 3,526 | 4,347 | (821) | (19)% | 6,268 | 7,129 | (861) | (12)% |
| Total cost of revenue | $11,134 | $12,118 | $(984) | (8)% | $20,307 | $22,746 | $(2,439) | (11)% |
| Gross profit | $10,628 | $10,374 | $254 | 2% | $21,677 | $21,399 | $278 | 1% |
| Gross margin | 48.8% | 46.1% | N/A | 2.7% | 51.6% | 48.5% | N/A | 3.2% |

For the three months ended June 30, 2025, gross profit increased $0.3 million, or 2%, compared to the prior year period, despite the revenue decline. The increase was primarily driven by favorable product mix, as consumables revenue grew 18% while instrument revenue declined 26%.

For the six months ended June 30, 2025, gross profit increased $0.3 million, or 1%, compared to the prior year period, primarily due to lower overall cost of revenue. Lower cost of revenue was offset by lower product and services and other revenue.

### Operating Expenses

Operating expenses were as follows ($ in thousands):

|  | Three Months Ended June 30, 2025 | 2024 | Year-over-Year Change $% |  | Six Months Ended June 30, 2025 | 2024 | Year-over-Year Change $% |  |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Research and development | $6,222 | $7,244 | $(1,022) | (14)% | $11,662 | $14,852 | $(3,190) | (21)% |
| Selling, general and administrative | 28,105 | 24,860 | 3,245 | 13% | 57,929 | 51,274 | 6,655 | 13% |
| Restructuring and related charges | 1,727 | 5,749 | (4,022) | (70)% | 3,279 | 10,033 | (6,754) | (67)% |
| Transaction and integration expenses | 271 | 2,782 | (2,511) | (90)% | 1,474 | 19,945 | (18,471) | (93)% |
| Total operating expenses | $36,325 | $40,635 | $(4,310) | (11)% | $74,344 | $96,104 | $(21,760) | (23)% |

### Research and Development

For the three months ended June 30, 2025, R&D expense decreased by $1.0 million, or 14%, compared to the prior year period. The reduction in R&D expense was primarily driven by the deferral of long-horizon R&D projects, which reduced material and supply costs by $0.8 million.

For the six months ended June 30, 2025, R&D expense decreased $3.2 million, or 21%, compared to the prior year period. The reduction reflects the deferral of long-horizon R&D projects, which reduced material and supply costs by $1.2 million and consulting fees by $0.5 million. Additionally, the current period benefited from restructuring activities completed in 2024, which reduced corporate overhead costs by $1.1 million and personnel-related costs by $0.6 million.

### Selling, General and Administrative

SG&A expenses for the three and six months ended June 30, 2025 increased $3.2 million and $6.7 million, or 13% and 13%, respectively, compared to the prior year periods, reflecting the classification of the SomaScan Business as discontinued operations. Following this classification, certain personnel-related costs and corporate overhead costs that previously supported both business segments now remain with the continuing operations, as these shared services and infrastructure costs could not be proportionally allocated to the discontinued operations.

Despite these stranded costs, we continue to pursue operational efficiencies and expect to realize additional cost savings as we optimize our cost structure for the remaining business.

### Restructuring and Related Charges

Restructuring and related charges for the three and six months ended June 30, 2025 decreased by $4.0 million and $6.8 million, or 70% and 67%, respectively, compared to the prior year periods, as restructuring activities stemming from the Merger were completed in 2024.

### Transaction and Integration Expenses

Transaction and integration expenses for the three and six months ended June 30, 2025 decreased by $2.5 million and $18.5 million, or 90% and 93%, respectively, compared to the prior year periods. The decrease was due significant legal, advisory, accounting, and integration expenses incurred in connection with the Merger during the six months ended June 30, 2024, the majority of which were one-time in nature. The Company expects to incur additional transaction and integration expenses in connection with future transactions.

### Bargain purchase gain

Bargain purchase gain decreased by $25.2 million, or 100%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The bargain purchase gain recognized during the six months ended June 30, 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. The Company did not recognize any gains on bargain purchases of businesses during the three or six months ended June 30, 2025.

### Interest Income

Interest income decreased by $2.8 million and $6.1 million, or 54% and 53%, for the three and six months ended June 30, 2025, respectively, compared to the prior year periods. The decreases were primarily due to a reduction in the interest earned on balances of money market funds and short-term investments. The interest earned on money market funds and short-term investments decreased due to lower account balances and interest rates during the three and six months ended June 30, 2025.

### Interest Expense

Interest expense decreased by $0.8 million and $1.9 million, or 99% and 99%, for the three and six months ended June 30, 2025, respectively, compared to the prior year periods. During 2024, the Company fully repaid its outstanding term loan facility, as well as the balance on convertible notes issued during 2019. As a result, the Company had no material debt outstanding during the three and six months ended June 30, 2025, which resulted in negligible interest expense for the periods.

### Other Income (Expense), net

Other income (expense), net increased $4.6 million and $7.4 million for the three and six months ended June 30, 2025, respectively, compared to the prior year periods. Both increases were primarily due to foreign currency transaction gains on receivables denominated in foreign currencies, reflecting the weakening of the U.S. Dollar against other currencies in which we transact. The six-month period benefited from an additional $3.4 million gain from a decrease in the fair value of our contingent consideration liability.

### Income Tax Expense

We recorded an income tax benefit of $0.6 million and income tax expense of less than $0.1 million in the three months ended June 30, 2025 and 2024, respectively. We recorded an income tax benefit of $0.7 million and income tax expense of $0.2 million for the six months ended June 30, 2025 and 2024, respectively.

The decreases in our tax provisions reflect the effect of our foreign operations, which reported lower pre-tax income in the three and six months ended June 30, 2025 compared to the same periods in 2024.

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.

### Loss from discontinued operations

Loss from discontinued operations decreased by $4.5 million and $17.6 million, or 22% and 49%, for the three and six months ended June 30, 2025, respectively, compared to the corresponding periods in 2024. The decreases in loss from discontinued operations were primarily due to reductions in operating expenses as a result of restructuring activities undertaken in 2024, which reduced personnel-related costs and other operating expenses within the SomaScan Business.

### Liquidity and Capital Resources

We have experienced operating losses since inception and have an accumulated deficit of $1,245.1 million as of June 30, 2025. To date, we have funded our operating losses primarily through equity offerings, term loans, convertible notes and redeemable 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, 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, including our enterprise resource planning upgrade; and costs and timing of acquiring other businesses, assets or technologies or disposing of our 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 Quarterly Report on Form 10-Q.

### Sources of Liquidity

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 $237.1 million and $292.9 million at June 30, 2025 and December 31, 2024, respectively.

### 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 have historically included 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. However, as of June 30, 2025, we have repaid the majority of our traditional debt obligations and no longer maintain access to credit facilities. Accordingly, our ongoing sources of capital are primarily limited to equity and cash generated from operations.

We also enter into contractual and legally binding commitments to purchase goods. Most of these 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.

### Cash Flow Activity

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

| Cash flow summary: | Six Months Ended June 30, 2025 | 2024 |
| --- | ---: | ---: |
| Net cash used in operating activities | $(50,951) | $(101,526) |
| Net cash provided by investing activities | 42,130 | 368,331 |
| Net cash used in financing activities | 62 | (48,094) |
| Effect of foreign exchange rate fluctuations on cash and cash equivalents | 1,145 | (110) |
| Net (decrease) increase in cash, cash equivalents and restricted cash | $(7,614) | $218,601 |

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, domestically and internationally.

In the six months ended June 30, 2025, we used $49.1 million of net proceeds from the sales and maturities of short-term investments to help fund $51.0 million of net cash used in operating activities. We did not repurchase any common stock or repay and debt during the six months ended June 30, 2025.

In the six months ended June 30, 2024, we used $91.0 million of net proceeds from the sales and maturities of short-term investments to help fund $101.5 million of net cash used in operating activities, $40.5 million of common stock repurchases under the 2024 Stock Repurchase Program, and $8.2 million of repayments on our term loan facility and convertible notes issued in 2014.

### Operating Activities

Net cash used in operating activities decreased by $50.6 million for the six months ended June 30, 2025 compared to the same period in 2024. The decrease in cash use is due to a decrease in operating expenses for the six months ended June 30, 2025 compared to the same period in 2024, resulting from the completion of restructuring activities during 2024.

### Investing Activities

Net cash provided by investing activities was $42.1 million for the six months ended June 30, 2025, compared to $368.3 million for the same period in 2024. The activity for the six months ended June 30, 2025 is primarily due to $49.1 million of proceeds from sales and maturities of short-term investments, net of purchases, partially offset by purchases of property and equipment of $6.9 million. In contrast, the net cash provided for the six months ended June 30, 2024 reflects $280.0 million of cash acquired in the Merger, along with $91.0 million of proceeds from sales and maturities of short-term investments, net of purchases.

### Financing Activities

Cash used in financing activities was less than $0.1 million for the six months ended June 30, 2025 compared to $48.1 million for the six months ended June 30, 2024. During the six months ended June 30, 2024, we executed $40.5 million of common share repurchases under the 2024 Stock Repurchase Program and made $8.2 million of payments on the Company's term loan and convertible notes issued in 2014. We did not repurchase any common shares or repay any debt during the six months ended June 30, 2025.

### Critical Accounting Policies and Estimates

Management’s discussion and analysis of our financial condition and results of operations are based on our unaudited condensed consolidated financial statements and related notes, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires the use of estimates and assumptions to determine the value of the assets, liabilities, revenues and expenses reported on the condensed 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, lease liabilities and income tax liabilities (assets). Refer to Item 7 in our Annual Report for additional information regarding our critical accounting policies and estimates.

### Recent Accounting Pronouncements

From time to time, new accounting standards are issued by FASB or other standard setting bodies and adopted by us as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective will not have a material impact on our financial position or results of operations upon adoption.

## Market risk

As filed, 2,049 characters.

Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily the result of fluctuations in interest rates and foreign exchange rates, as well as, to a lesser extent, inflation and capital market risk.

### Interest Rate Risk

We are exposed to interest rate risk in the ordinary course of our business. Our cash and cash equivalents are comprised of funds held in checking accounts and money market accounts.

### Foreign Currency Risk

Due to our operations outside of the United States, we are exposed to market risk related to changes in foreign currency exchange rates. Historically, we have not hedged our foreign currency exposure. Changes in the relative values of currencies occur regularly and, in some instances, could materially adversely affect our business, our financial conditions, our results of operations or our cash flows. For the six months ended June 30, 2025, the Company recognized $5.5 million of foreign currency exchange gains due to changes in foreign currency exchange rates. For the three and six months ended June 30, 2024, foreign currency exchange rates did not have a material impact on our historical financial position, our business, our financial condition, our results of operations or our cash flows.

### Inflation Risk

We do not believe that inflation had a material effect on our business, financial condition, results of operations or cash flows in the last two years. If global inflation trends continue, we expect appreciable increases in labor and other operating costs.

### Capital Market Risk

We generate our revenue from the sale of products and services and from collaborative arrangements, license agreements, grants, and royalties, but we may in the future raise funds through other sources. One possible source of funding is through further securities offerings. Our ability to raise funds in this manner depends upon capital market forces affecting our stock price among other things.

## Controls and procedures

As filed, 2,637 characters.

### Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our CEO and our Chief Financial Officer (“CFO”), evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2025. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of June 30, 2025, our CEO and CFO concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

### Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the three months ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

### Limitations on the Effectiveness of Controls

Control systems, no matter how well conceived and operated, are designed to provide a reasonable, but not an absolute, level of assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Because of the inherent limitations in any control system, misstatements due to error or fraud may occur and not be detected.

## Risk factors

As filed, 6,550 characters.

We operate in a rapidly changing environment that involves numerous uncertainties and risks. You should carefully consider the risk factors discussed in this Item 1A, as well as those risk factors discussed in Part I Item 1A “Risk Factors” in our Annual Report, which could materially affect our business, financial condition or results of operations. The risks below and the risks in our Annual Report are not the only ones we face. Our business is also subject to the risks that affect many other companies, such as employee relations, general economic conditions, global geopolitical events and international operations. Further, additional risks not currently known to us or that we currently believe are immaterial may in the future materially and adversely affect our business, operations, liquidity and stock price. If any of these risks occur, our business, results of operations or financial condition could suffer, the trading price of our securities could decline, and you may lose all or part of your investment.

***Past and potential future divestitures or other transactions could adversely affect our costs, revenues, profitability and financial position.***

In order to position our business to take advantage of particular future growth opportunities and/or consolidate our more capable businesses, we have in the past and may in the future pursue a strategy of focusing on one or more specialized facets of our products and services. These actions may require that we abandon or divest certain assets or businesses that no longer fit within our evolving strategic direction, as is currently contemplated by the Transaction with Illumina. Abandoning or divesting certain assets or businesses may entail engaging in discussions, evaluating opportunities and entering into agreements, potentially resulting in transactions involving significant risks and uncertainties that could adversely affect our business, results of operations and financial condition. We may not be able to find potential buyers on favorable terms, we may experience disruption to our business and/or we may divert management attention from other business concerns, lose key employees and possibly retain certain liabilities related to these potential transactions.

***There can be no assurance that the proposed Transaction with Illumina will be consummated. The announcement and pendency of the Transaction, or the failure of the Transaction to be consummated, could have an adverse effect on our stock price, business, financial condition, results of operations or prospects.***

On June 22, 2025, we entered into the Purchase Agreement with Illumina, pursuant to which Illumina will acquire all of the Shares of SomaLogic and Sengenics and we will divest the SomaScan Business.

Consummation of the Transaction is subject to conditions specified in the Purchase Agreement, including the expiration or termination of the applicable waiting period (and any extension thereof) under the Hart-Scott Act. As a result, there can be no assurance that the Transaction will be consummated.

Further, the announcement and pendency of the Transaction could disrupt our businesses, in any of the following ways, among others:

- our employees may experience uncertainty about their future roles, which might adversely affect our ability to retain and hire key managers and other employees;
- the attention of our management may be directed toward completion of the Transaction, divesture planning and transaction-related considerations and may be diverted from our day-to-day business operations;
- vendors, suppliers or others may seek to modify or terminate their business relationship with us; and
- we may experience negative reactions from our stockholders, among others.

These disruptions could be exacerbated by a delay in the completion of the Transaction or termination of the Purchase Agreement. Additionally, if the Transaction is not consummated, we will have incurred costs and diverted the time and attention of management. A failure to consummate the Transaction may also result in negative publicity, potential litigation and a negative impression of us in the financial markets. The occurrence of any of these events individually or in combination could have a material adverse effect on our financial statements and stock price.

### We may be unable to fully realize the expected benefits from the Transaction.

We expect to achieve substantial operating and capital cost savings as a result of the Transaction. If we are unable to successfully divest the SomaScan Business, we may face material adverse effects including, but not limited to (i) diversion of the attention of management and key personnel and potential disruption of our ongoing business, (ii) the loss of employees, (iii) challenges of managing a divesture, including challenges related to controls, procedures and accounting and other policies, (iv) difficulties in achieving anticipated cost savings, (v) declines in our results of operations, financial condition or cash flows, (vi) a decline in the market price of our common stock, and (vii) potential liabilities, adverse consequences, increased expenses or other problems associated with the Transaction and/or the resulting scaled back business. Many of these factors are outside of our control, and any one of them could result in increased costs, decreased expected revenues and further diversion of management time and energy, which could materially impact our business, financial statements and prospects.

***A delay in completing the Transaction may reduce or eliminate the expected benefits from the Transaction.***

The Transaction is subject to a number of conditions, some of which are beyond our control, which could prevent, delay or otherwise materially adversely affect its completion. We cannot predict whether and when the conditions will be satisfied. The requirement to wait for the expiration or termination of the applicable waiting period (and any extension thereof) under the Hart-Scott Act could delay the completion of the Transaction for a significant period of time or prevent it from occurring. A delay in completing the Transaction could cause us to not realize some or all of the cost savings and other benefits we expect to achieve if the Transaction is successfully completed within its expected time frame. In addition, a delay could cause management to focus on completion of the Transaction instead of on other opportunities that could be beneficial to us or day-to-day business operations.

Filed Aug 15, 2025.
Source: SEC EDGAR, the filing index for accession 0000950170-25-109388. Last ingested by Listed: Nov 3, 2026, 21:00 ET. No prices; not investment advice.