# Standard Biotools Inc.: Form 10-Q for the period ended Mar 31, 2026

- Company: [Standard Biotools Inc.](/companies/lab.md) (CIK 1162194)
- Form: 10-Q
- Filed: 2026-05-06
- Accepted by EDGAR: May 6, 2026, 16:10 ET
- Period: 2026-03-31
- Accession: 0001193125-26-208967
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1162194/000119312526208967/lab-20260331.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1162194/000119312526208967/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2026-03-31.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2026-01-01 to 2026-03-31 | $21.1m | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Cost of revenue | 3 months, 2026-01-01 to 2026-03-31 | $9.8m | us-gaap:CostOfGoodsAndServicesSold |
| Gross profit | 3 months, 2026-01-01 to 2026-03-31 | $11.3m | us-gaap:GrossProfit |
| Research and development | 3 months, 2026-01-01 to 2026-03-31 | $2.1m | us-gaap:ResearchAndDevelopmentExpense |
| Selling, general and administrative | 3 months, 2026-01-01 to 2026-03-31 | $18.6m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Operating income | 3 months, 2026-01-01 to 2026-03-31 | −$12.5m | us-gaap:OperatingIncomeLoss |
| Income tax | 3 months, 2026-01-01 to 2026-03-31 | $11.0k | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2026-01-01 to 2026-03-31 | $127.1m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2026-01-01 to 2026-03-31 | $0.33 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2026-01-01 to 2026-03-31 | $0.33 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2026-01-01 to 2026-03-31 | 388,202,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 3 months, 2026-01-01 to 2026-03-31 | −$46.6m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 3 months, 2026-01-01 to 2026-03-31 | $570.0k | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Cash and equivalents | at 2026-03-31 | $265.8m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2026-03-31 | $521.5m | us-gaap:AssetsCurrent |
| Total assets | at 2026-03-31 | $639.1m | us-gaap:Assets |
| Current liabilities | at 2026-03-31 | $42.2m | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2026-03-31 | $78.0m | us-gaap:Liabilities |
| Shareholders' equity | at 2026-03-31 | $561.1m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 25,846 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 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

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 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, 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 months ended March 31, 2026 and 2025 ($ in thousands):

|  | Three Months Ended March 31, 2026 |  | 2025 |  |
| --- | ---: | ---: | ---: | ---: |
| Revenue | $21,146 | 100% | $20,222 | 100% |
| Cost of revenue: |  |  |  |  |
| Cost of product revenue | 7,706 | 36% | 6,431 | 32% |
| Cost of service and other revenue | 2,132 | 10% | 2,742 | 14% |
| Total cost of revenue | 9,838 | 47% | 9,173 | 46% |
| Gross profit | 11,308 | 53% | 11,049 | 54% |
| Operating expenses: |  |  |  |  |
| Research and development | 2,117 | 10% | 5,440 | 27% |
| Selling, general and administrative | 18,607 | 88% | 29,824 | 147% |
| Restructuring and related charges | 3,080 | 15% | 1,552 | 8% |
| Transaction and integration expenses | — | —% | 1,203 | 6% |
| Total operating expenses | 23,804 | 113% | 38,019 | 188% |
| Loss from operations | (12,496) | (59)% | (26,970) | (133)% |
| Interest income, net | 3,511 | 17% | 2,914 | 14% |
| Other (expense) income, net | (5,630) | (27)% | 567 | 3% |
| Loss from continuing operations before income taxes | (14,615) | (69)% | (23,489) | (116)% |
| Income tax (expense) benefit | (11) | (0)% | 119 | —% |
| Net loss from continuing operations | (14,626) | (69)% | (23,370) | (115)% |
| Discontinued operations: |  |  |  |  |
| Income (loss) from discontinued operations, net of tax | 141,694 | 670% | (2,663) | (13)% |
| Net income (loss) | 127,068 | 601% | (26,033) | (128)% |

### 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 March 31, 2026 |  | 2025 |  | Year-over-Year Change $% |  |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| Instruments | $4,470 | 21% | $6,646 | 33% | $(2,176) | (33)% |
| Consumables | 10,984 | 52% | 8,135 | 40% | 2,849 | 35% |
| Total product revenue | 15,454 | 73% | 14,781 | 73% | 673 | 5% |
| Services and other revenue | 5,692 | 27% | 5,441 | 27% | 251 | 5% |
| Total revenue | $21,146 | 100% | $20,222 | 100% | $924 | 5% |

For the three months ended March 31, 2026, total revenue increased by $0.9 million, or 5%, compared to the prior year period, driven primarily by higher consumables revenue. These increases were partially offset by a decline in instruments revenue. The decline in instruments revenue reflects continued macroeconomic pressures on customer spending, including budgetary limitations and constrained funding environments that have impacted purchase timing and deal closure rates.

### Cost of Revenue and Gross Profit

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

|  | Three Months Ended March 31, 2026 | 2025 | Year-over-Year Change $% |  |
| --- | ---: | ---: | ---: | ---: |
| Cost of product revenue | $7,706 | $6,431 | $1,275 | 20% |
| Cost of service revenue | 2,132 | 2,742 | (610) | (22)% |
| Total cost of revenue | $9,838 | $9,173 | $665 | 7% |
| Gross profit | $11,308 | $11,049 | $259 | 2% |
| Gross margin | 53.5% | 54.6% | N/A | (1)% |

For the three months ended March 31, 2026, gross profit increased by $0.3 million, or 2%, compared to the prior year period, primarily due to our revenue growth.

### Operating Expenses

Operating expenses were as follows ($ in thousands):

|  | Three Months Ended March 31, 2026 | 2025 | Year-over-Year Change $% |  |
| --- | ---: | ---: | ---: | ---: |
| Research and development | $2,117 | $5,440 | $(3,323) | (61)% |
| Selling, general and administrative | 18,607 | 29,824 | (11,217) | (38)% |
| Restructuring and related charges | 3,080 | 1,552 | 1,528 | 98% |
| Transaction and integration expenses | — | 1,203 | (1,203) | (100)% |
| Total operating expenses | $23,804 | $38,019 | $(14,215) | (37)% |

### Research and Development

For the three months ended March 31, 2026, R&D expense decreased by $3.3 million, or 61%, compared to the prior year period. The reduction in R&D expense was primarily driven by a decrease in personnel-related costs due to restructuring activities undertaken during 2025.

### Selling, General and Administrative

For the three months ended March 31, 2026, SG&A expense decreased by $11.2 million, or 38%, compared to the prior year period. The reduction in SG&A expense was primarily driven by a decrease in personnel-related costs due to restructuring activities undertaken during 2025.

### Restructuring and Related Charges

Restructuring and related charges for the three months ended March 31, 2026 increased by $1.5 million, or 98%, compared to the prior year period. The increase was primarily driven by a $0.9 million increase in facilities-related charges associated with the Company's former South San Francisco office, which was vacated in connection with the consolidation of the Company's R&D function into its Singapore facility in 2025. The increase was further driven by $0.9 million of additional severance and related benefits associated with workforce reductions initiated in the prior year, partially offset by lower severance costs from current-period workforce reductions.

### Transaction and Integration Expenses

Transaction and integration expenses for the three months ended March 31, 2026 decreased by $1.2 million, or 100%, compared to the prior year period. The costs incurred during the three months ended March 31, 2025 were primarily related to integration efforts which were completed during 2025.

### Interest Income, net

Interest income increased by $0.6 million, or 20%, during the three months ended March 31, 2026 compared to the prior year period. The increase was primarily attributable to higher money market fund and investment balances resulting from cash proceeds received in connection with the sale of the SomaScan Business.

### Other (Expense) Income, net

Other (expense) income, net decreased by $6.2 million for the three months ended March 31, 2026 compared to the prior year period. The decrease was primarily driven by unrealized losses of $3.5 million on our equity investments during the current period. The prior year period also included a $3.4 million gain from the remeasurement of a contingent consideration liability, with no comparable remeasurement activity during the three months ended March 31, 2026.

### Income (loss) from discontinued operations

Income (loss) from discontinued operations increased by $144.4 million for the three months ended March 31, 2026, compared to the corresponding period in 2025. The increase was primarily driven by the gain on the sale of the SomaScan Business of $172.3 million, which was partially offset by $39.2 million of tax expense associated with the gain.

### Liquidity and Capital Resources

We have experienced operating losses since inception and have an accumulated deficit of $1,133.5 million as of March 31, 2026. To date, we have funded our operating losses primarily through acquisitions, divestitures, 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 acquisitions, divestitures, equity offerings, or issuances of debt instruments.

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 investments. Our collective balances of cash, cash equivalents and investments were $526.5 million and $213.3 million at March 31, 2026 and December 31, 2025, 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 March 31, 2026, 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: | Three Months Ended March 31, 2026 | 2025 |
| --- | ---: | ---: |
| Net cash used in operating activities | $(46,597) | $(30,283) |
| Net cash provided by investing activities | 191,090 | 14,625 |
| Net cash used in financing activities | (40) | (46) |
| Effect of foreign exchange rate fluctuations on cash and cash equivalents | 115 | 357 |
| Net increase (decrease) in cash, cash equivalents and restricted cash | $144,568 | $(15,347) |

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 three months ended March 31, 2026, we used $15.0 million of net proceeds from the sales and maturities of investments to help fund $46.6 million of net cash used in operating activities. In the three months ended March 31, 2025, we used $52.0 million of net proceeds from the sales and maturities of investments to help fund $30.3 million of net cash used in operating activities.

### Operating Activities

Net cash used in operating activities increased by $16.3 million for the three months ended March 31, 2026 compared to the same period in 2025. The increase was primarily driven by $12.1 million of higher transaction and restructuring cost payments and a $10.1 million increase in bonus payments. These increases were partially offset by lower cash payments for ongoing operating expenses, reflecting the impact of our cost reduction initiatives.

### Investing Activities

Net cash provided by investing activities was $191.1 million for the three months ended March 31, 2026, compared to $14.6 million for the same period in 2025. The increase was primarily attributable to $363.2 million of cash consideration received in connection with the sale of the SomaScan Business, partially offset by $185.7 million of purchases of marketable debt securities funded with a portion of the sale proceeds.

### 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 the Financial Accounting Standards Board 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, 2,079 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. The primary objective of our cash investment activities is to preserve our capital for the purpose of funding operations.

### 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 three months ended March 31, 2026, we recognized $1.7 million of foreign currency exchange losses due to changes in foreign currency exchange rates. For the three months ended March 31, 2025, we recognized $0.6 million of foreign currency exchange gains due to changes in currency exchange rates.

### 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, 2,668 characters.

### Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer (“CEO”) and our Chief Financial Officer (“CFO”), evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2026. 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 March 31, 2026, 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 March 31, 2026 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, 2,952 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.

***We could fail to maintain the listing of our common stock on the Nasdaq Stock Market LLC (“Nasdaq”), which could seriously harm the liquidity of our shares and our ability to raise capital or complete a strategic transaction.***

Nasdaq has established continued listing requirements, including a requirement to maintain a minimum closing bid price of at least $1.00 per share. On April 20, 2026, we received a written notice from Nasdaq notifying us that, because the closing bid price for our common stock had fallen below $1.00 per share for 30 consecutive business days, we no longer met the minimum bid price requirement for continued inclusion on The Nasdaq Global Select Market. Under Nasdaq Listing Rule 5810(c)(3)(A), we have a 180-calendar day period, or until October 19, 2026 (the “Compliance Date”), to regain compliance with the minimum bid price requirement. The minimum bid price requirement will be met if our common stock has a minimum closing bid price of at least $1.00 per share for a minimum of 10 consecutive business days during the 180-calendar day period, unless Nasdaq exercises its discretion to extend such 10‑day period. If we do not regain compliance by the Compliance Date, we may be eligible for an additional 180-calendar day period, subject to satisfying the conditions in the applicable Nasdaq Listing Rules. There can be no assurance that we will be able to regain compliance with the bid price requirement within the 180-calendar day compliance period provided by Nasdaq rules or maintain compliance with other Nasdaq requirements in the future. If we are not able to maintain compliance with Nasdaq requirements, our common stock may be delisted from Nasdaq, which could have a material adverse effect on us and our stockholders, including by reducing the liquidity of our shares and having a material adverse effect on our ability to raise capital or complete a strategic transaction.

Filed May 6, 2026.
Source: SEC EDGAR, the filing index for accession 0001193125-26-208967. Last ingested by Listed: Nov 5, 2026, 21:16 ET. No prices; not investment advice.