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STANDARD BIOTOOLS INC.

For the period ended Jun 30, 2025. Filed Aug 15, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2025 · Filed Aug 15, 2025

LAB$0.64+2.2%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-03-31; filed 2025-05-06.

0000950170-25-064606

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

Current report: 10-Q

Period ended 2025-06-30; filed 2025-08-15.

0000950170-25-109388

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

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 129 previous paragraphs and 128 current paragraphs.

72 unchanged; 34 reworded; 21 added; 23 removed; 0 previous and 1 current paragraphs rearranged.

Tables are not compared: 6 previous and 5 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (21)

Current report

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.

Current report

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.

Current report

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.

Current report

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.

Current report

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.

Current report

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.

Current report

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.

Current report

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

Current report

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.

Current report

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.

Current report

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%.

Current report

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.

Current report

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.

Current report

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.

Current report

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.

Current report

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.

Current report

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.

Current report

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.
Removed paragraphs (23)

Previous report

We intend to reduce the cost of performing the SomaScan® assay as we move to either a less expensive array or Next Generation Sequencing system for our DNA readout of the protein concentrations present in a sample.

Previous report

The SomaScan® 11K Platform now includes protein measurements on a broader range of sample types, including cerebrospinal fluid, aqueous humor, tissue homogenates and cell lysates. The SomaScan® Platform provides the largest number of protein measurements and the greatest number of orthogonally confirmed protein reagents in the proteomics industry —11,000 protein measurements simultaneously from sample volumes as low as 55 µl—giving researchers access to half of the human proteome in just one assay.

Previous report

We added the KREX™ precision antibody profiling services and kits to our SomaScan™ suite of solutions, enabling the detection of autoantibody biomarkers and protein interactions for basic, translational and clinical research.

Previous report

We generate service revenue from the sale of lab services and field services. Lab services revenue is primarily generated by performing the SomaScan® assay on customer samples to generate data on protein biomarkers. We expect lab services revenue to increase over the long-term with new and recurring sales opportunities. With the enhancement of our proteomic services, we expect to capture more market opportunities outside of the United States region, as well as winning contracts with new customers and expanding the scope of sales with existing customers.

Previous report

Collaboration and other revenue consists of fees earned for R&D services, except for grant revenue R&D services that are classified in other revenue. We believe expanding collaborative arrangements with KOLs will allow for further enhancements of our integrated platform, lower barriers to adoption and introduce or expand new market channels and customers within geographic regions and markets we do not currently operate in.

Previous report

Cost of collaboration and other revenue consists primarily of personnel-related costs and other direct costs related to collaboration and other revenue.

Previous report

Total revenue decreased by $4.7 million, or 10%, for the three months ended March 31, 2025, compared to the three months ended March 31, 2024. The decline was primarily driven by a $2.9 million, or 16%, decrease in consumables revenue, primarily due to lower sales volume. Lab services revenue declined by $2.8 million, or 19%, primarily due to elevated backlogs at the beginning of the first quarter of 2024, which contributed to higher lab services revenue in the prior-year period. These declines were partially offset by a $1.5 million, or 24%, increase in instruments revenue, primarily driven by higher sales of our Hyperion XTi spatial proteomics platform.

Previous report

Gross profit decreased by $4.4 million, or 18%, for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. The decrease in gross profit was primarily driven by the decline in revenues during the current period. Gross margins decreased primarily as a result of lower sales volume and lower price realization.

Previous report

R&D expense decreased by $4.7 million, or 29%, for the three months ended March 31, 2025, compared to the three months ended March 31, 2024. The decrease was primarily driven by a reduction in employee headcount as a result of restructuring activities undertaken during 2024. Additionally, R&D expense decreased due to reduced investment in certain long-term instrument projects.

Previous report

SG&A expense decreased by $8.2 million, or 18%, for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. The decrease was primarily caused by a reduction in employee headcount as a result of restructuring activities undertaken during 2024.

Previous report

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

Previous report

Other income (expense), net increased by $6.1 million for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. The increase was primarily driven by a decrease in the fair value of our contingent consideration liability, which resulted in a $3.4 million gain. The increase was further driven by more favorable impacts from foreign currency transactions for the three months ended March 31, 2025 compared to the prior-year period.

Previous report

In connection with the Merger, we assumed a purchase commitment of $6.9 million to IDT. Under the contract manufacturing agreement with IDT, we are required to spend $2.3 million per year for three years. We entered into a similar agreement with LGC in 2024, under which we are required to make annual purchases of $1.0 million for two years, resulting in a purchase obligation of $2.0 million. As of March 31, 2025, the remaining outstanding purchase commitment related to these agreements totaled $8.9 million.

Previous report

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.

Previous report

For those reporting units where events or change 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.

Previous report

Our most recent assessment in the first quarter of 2025 did not indicate existence of impairment. However, during the first quarter of 2025, the price per share of our common stock has declined substantially. Management will continue to monitor our market capitalization relative to our net book value, and if our stock price does not increase, we may be required to perform additional impairment analyses for our reporting unit and could be required to recognize a non-cash goodwill impairment charge in the near future. Refer to Note 4 to our accompanying unaudited financial statements appearing elsewhere in this Quarterly Report on Form 10-Q for additional information on goodwill and long-lived assets.

Previous report

There have been no significant changes to our significant accounting policies described in our Annual Report, other than as disclosed in Note 1 to our accompanying financial statements appearing elsewhere in this Quarterly Report on Form 10-Q.
Reworded paragraphs (34)

Previous wording

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, 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.

Current wording

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.

Previous wording

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 – SomaScan™, CyTOF™, Hyperion™, Biomark™, and KREX™ – 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.

Current wording

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.

Previous wording

We have a well-established base of marquee customer and key opinion leader (“KOL”) 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.

Current wording

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.

Previous wording

We continue to focus on growth in instrument placements, including the SomaScan® Authorized Sites program, which we expect to drive future growth in sales of consumables, SomaScan® assay kits, and field services.

Current wording

We continue to focus on growth in instrument placements which we expect to drive future growth in sales of consumables and field services.

Previous wording

We continue to enhance our proteomics offering through continuous improvements to our proteomics instruments, and the commercial release of the LabThread SLX, which is a fully integrated system optimized for running the SomaScan® assay.

Current wording

We continue to enhance our single-cell and spatial proteomics offerings through continuous improvements to our proteomics instruments.

Previous wording

We continue to invest significantly in our laboratory process and commercial infrastructure.

Current wording

We continue to invest significantly in our commercial infrastructure.

Previous wording

Investments in R&D will include hiring of employees with the necessary scientific and technical backgrounds to enable enhancements to our existing services and products and bring new services and products to market.

Current wording

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.

Previous wording

As we integrate with SomaLogic, we continue to focus on improving operating discipline through implementation of lean SBS principles to build more efficient operations and reduce costs.

Current wording

We continue to focus on improving operating discipline through implementation of lean SBS principles to build more efficient operations and reduce costs.

Previous wording

We intend to reduce manufacturing costs, in part, by modifying our assays and laboratory 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.

Current wording

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.

Previous wording

To maintain our competitive advantage in the 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.

Current wording

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.

Previous wording

We continue to expand our proteomics database and artificial intelligence and machine learning analytics to drive value and market opportunities.

Current wording

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.

Previous wording

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. Consumables revenue is also driven by the sale of SomaScan® assay kits, which is driven by the number of active SomaScan® Authorized Sites and the number of assays performed at those sites.

Current wording

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.

Previous wording

Field services 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.

Current wording

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.

Previous wording

Cost of service revenue consists of raw materials and production costs, personnel-related costs, overhead and other direct costs. It also includes costs for production variances for SOMAmer® reagents, such as yield losses, material usages, spending and capacity variances. Cost of service revenue is recognized in the period the related revenue is recognized.

Current wording

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.

Previous wording

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 proteomics 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.

Current wording

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.

Previous wording

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.

Current wording

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.

Previous wording

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. 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.

Current wording

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.

Previous wording

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, 2025 and 2024 ($ in thousands):

Current wording

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):

Previous wording

Restructuring and related charges decreased by $2.7 million, or 64%, for the three months ended March 31, 2025 compared to the three months ended March 31, 2024, as restructuring activities stemming from the Merger, were completed in 2024.

Current wording

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.

Previous wording

Transaction and integration expenses decreased by $16.0 million, or 93%, for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. The decrease was due significant legal, advisory, accounting, and integration expenses incurred in connection with the Merger during the three months ended March 31, 2024, the majority of which were one-time in nature. During the three months ended March 31, 2025, the Company primarily incurred residual integration costs resulting from the Merger and acquisition of Sengenics. The Company expects to incur additional transaction and integration expenses in connection with future transactions.

Current wording

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.

Previous wording

Bargain purchase gain decreased by $25.2 million, or 100%, for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. The bargain purchase gain recognized during the three months ended March 31, 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 months ended March 31, 2025.

Current wording

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.

Previous wording

Interest income decreased by $3.3 million, or 53%, for the three months ended March 31, 2025 compared the three months ended March 31, 2024. The decrease was primarily due to a decrease 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 during the three months ended March 31, 2025.

Current wording

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.

Previous wording

Interest expense decreased by $1.0 million, or 99%, for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. 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 months ended March 31, 2025, which resulted in negligible interest expense for the period.

Current wording

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.

Previous wording

We recorded an income tax benefit of $0.2 million and income tax expense of $0.1 million in the three months ended March 31, 2025 and 2024, respectively. The decrease in our tax provision reflects the effect of our foreign operations, which reported lower pre-tax income in the three months ended March 31, 2025 compared to the same period in 2024.

Current wording

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.

Previous wording

We have experienced operating losses since inception and have an accumulated deficit of $1,211.7 million as of March 31, 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.

Current wording

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.

Previous wording

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.

Current wording

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.

Previous wording

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 $258.1 million and $292.9 million at March 31, 2025 and December 31, 2024, respectively.

Current wording

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.

Previous wording

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, 2025, we have fully repaid all 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.

Current wording

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.

Previous wording

In the three months ended March 31, 2025, we used $19.7 million of net proceeds from the sales and maturities of short-term investments to help fund $30.3 million of net cash used in operating activities. We did not repurchase any common stock or repay and debt during the three months ended March 31, 2025.

Current wording

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.

Previous wording

In the three months ended March 31, 2024, we used $38.8 million of net proceeds from the sales and maturities of short-term investments to help fund $62.5 million of net cash used in operating activities, $11.1 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.

Current wording

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.

Previous wording

Net cash used in operating activities decreased by $32.2 million for the three months ended March 31, 2025 compared to the same period in 2024. The decrease in cash use is due to a decrease in operating expenses for the three months ended March 31, 2025 compared to the same period in 2024, resulting from the completion of restructuring activities during 2024.

Current wording

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.

Previous wording

Net cash provided by investing activities was $14.6 million for the three months ended March 31, 2025, compared to $318.1 million for the same period in 2024. The activity for the three months ended March 31, 2025 is primarily due to $19.7 million of proceeds from sales and maturities of short-term investments, net of purchases. In contrast, the net cash provided for the three months ended March 31, 2024 reflects $280.0 million of cash acquired in the Merger, along with $38.8 million of proceeds from sales and maturities of short-term investments, net of purchases.

Current wording

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.

Previous wording

Cash used in financing activities was less than $0.1 million for the three months ended March 31, 2025 compared to $19.7 million for the three months ended March 31, 2024. During the three months ended March 31, 2024, we executed $11.1 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 three months ended March 31, 2025.

Current wording

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.

Previous wording

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, goodwill, long-lived intangible 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.

Current wording

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.
Rearranged current paragraphs (1)

Current report — wording carried from elsewhere

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.