NEOGENOMICS INC

Previous wording

NeoGenomics provides a wide range of oncology diagnostic testing and consultative services including technical laboratory services and professional interpretation of laboratory test results by licensed physicians or molecular experts who specialize in pathology and oncology. We operate a network of cancer-focused testing laboratories in the United States and the United Kingdom. Our mission is to save lives by improving patient care. Our vision is to become the world’s leader in cancer testing, information, and decision support by providing uncompromising quality, exceptional service, and innovative solutions.

Current wording

NeoGenomics provides a wide range of oncology diagnostic testing and consultative services, which include technical laboratory services and professional interpretation of laboratory test results by licensed physicians or molecular experts who specialize in pathology and oncology. We operate a network of cancer-focused testing laboratories in the United States and the United Kingdom. Our vision is a world where every cancer treatment decision is as personal as the patient. That vision comes to life through our mission: We take cancer personally. We partner with physicians to deliver actionable insights that guide treatment decisions and improve outcomes—through a comprehensive oncology portfolio, integrated solutions, and an unwavering commitment to excellence.

Previous wording

As of March 31, 2026, the Company operated College of American Pathologists (“CAP”) accredited and Clinical Laboratory Improvement Amendments of 1988 (“CLIA”) certified laboratories in Fort Myers, Florida; Aliso Viejo and Carlsbad, California; Durham, North Carolina; Ramsey, New Jersey; and Houston, Texas; and an International Organization for Standardization (“ISO”) certified, CAP accredited full-service, sample-processing laboratory in Cambridge, United Kingdom. We also have several, small, non-processing laboratory locations across the United States for providing analysis services. We currently offer the following types of testing services:

Current wording

As of June 30, 2026, we operated College of American Pathologists (“CAP”) accredited and Clinical Laboratory Improvement Amendments of 1988 (“CLIA”) certified laboratories in Fort Myers, Florida; Aliso Viejo and Carlsbad, California; Research Triangle Park, North Carolina; Ramsey, New Jersey; and Houston, Texas; and a CAP accredited full-service, sample-processing laboratory in Cambridge, United Kingdom. We also have several, small, non-processing laboratory locations across the United States for providing analysis services. We currently offer the following types of testing services:

Previous wording

•Molecular Residual Disease (“MRD”) testing – advanced molecular and flow-based testing designed to detect very low levels of residual malignant cells that remain after treatment and are below the threshold of conventional diagnostic methods. MRD testing is used to assess treatment response, evaluate disease recurrence risk, and support clinical decision-making insolid tumors and hematologic malignancies. NeoGenomics’ MRD capabilities include highly sensitive assays leveraging next-generation sequencing (“NGS”) and flow cytometry technologies.

Current wording

•Molecular Residual Disease (“MRD”) testing – advanced molecular and flow-based testing designed to detect very low levels of residual malignant cells that remain after treatment and are below the threshold of conventional diagnostic methods. MRD testing is used to assess treatment response, evaluate disease recurrence risk, and support clinical decision-making in solid tumors and hematologic malignancies. NeoGenomics’ MRD capabilities include highly sensitive assays leveraging next-generation sequencing (“NGS”) and flow cytometry technologies.

Previous wording

We are a leading provider of Heme oncology diagnostic testing, which includes molecular and NGS testing, and one of the key providers of solid tumor NGS testing solutions in the United States. These tests are interpreted by our team of molecular experts and are often ordered in conjunction with other testing modalities. NGS panels, one of our fastest-growing testing areas, enable clients to receive significant biomarker information from limited samples. These comprehensive panels can allow for faster treatment decisions for patients as compared to a series of single-gene molecular tests being ordered sequentially. Our broad molecular testing menu includes our PanTracer portfolio (PanTracer Tissue, PanTracer Tissue + HRD, PanTracer LBx) and

Current wording

We are a leading provider of Heme oncology diagnostic testing, which includes molecular and NGS testing, and one of the key providers of solid tumor NGS testing solutions in the United States. These tests are interpreted by our team of molecular experts and are often ordered in conjunction with other testing modalities. NGS panels, one of our fastest-growing testing areas, enable clients to receive significant biomarker information from limited samples. These comprehensive panels can allow for faster treatment decisions for patients as compared to a series of single-gene molecular tests being ordered sequentially. Our broad molecular testing menu includes our PanTracer portfolio (PanTracer Tissue, PanTracer Tissue + HRD, PanTracer LBx) and Neo Comprehensive panels (Neo Comprehensive Heme Cancers and Neo Comprehensive Myeloid Disorders), which are applied across a broad range of cancer types, and NeoTYPE panels which target select genes relevant to a particular cancer type. Additionally, we have molecular-only and comprehensive NGS-targeted panels, which combine DNA and RNA into a single workflow. This approach captures a full spectrum of genomic alterations, including mutations, fusions, copy number variations, and splicing mutations, as well as tumor mutation burden (“TMB”) and microsatellite instability (“MSI”) for solid tumors. These tests are complemented by IHC and FISH tests when necessary.

Previous wording

•Continue purposeful expansion into the community oncology market, leveraging the strategic position that we've established with community hospitals; and

Current wording

•Continue purposeful expansion into the community oncology market, leveraging the strategic position that we've established with community hospitals;

Previous wording

•Continually improve the customer experience as a key competitive differentiator.

Current wording

•Continually improve the customer experience as a key competitive differentiator while supporting future growth in testing volumes.

Previous wording

Results of Operations for the Three Months Ended March 31, 2026 as Compared to the Three Months Ended March 31, 2025

Current wording

Results of Operations for the Three and Six Months Ended June 30, 2026 as Compared to the Three and Six Months Ended June 30, 2025

Previous wording

The consolidated revenue for the three months ended March 31, 2026 and 2025, are as follows:

Current wording

The consolidated revenue for the three and six months ended June 30, 2026 and 2025, is as follows:

Previous wording

Revenue for the three months ended March 31, 2026 increased $18.6 million or 11.1%, as compared to 2025. Increases in revenue primarily reflect an increase in test volumes, a shift to higher value tests, and the positive impact of strategic reimbursement initiatives. Revenues from the Pathline acquisition also contributed to revenue growth, which was partially offset by lower non-clinical revenue due to macro clinical trial trends in the pharmaceutical industry.

Current wording

Revenue for the three and six months ended June 30, 2026 increased $20.3 million or 11.2%, and increased $39.0 million or 11.2%, respectively, as compared to 2025. Changes in revenue primarily reflect an increase in test volume, and an increase in average unit price due to strategic reimbursement initiatives partially offset by lower non-clinical revenue due to macro clinical trial trends in the pharmaceutical industry.

Previous wording

The consolidated cost of revenue and gross profit metrics for the three months ended March 31, 2026 and 2025 are as follows:

Current wording

The consolidated cost of revenue and gross profit metrics for the three and six months ended June 30, 2026 and 2025 are as follows:

Previous wording

(1) Cost of revenue for the three months ended March 31, 2026 includes $4.6 million of amortization of acquired intangible assets and $0.3 million of stock-based compensation. Cost of revenue for the three months ended March 31, 2025 includes $4.9 million of amortization of acquired intangible assets and $0.4 million of stock-based compensation.

Current wording

(1) Cost of revenue for the three months ended June 30, 2026 includes $4.6 million of amortization of acquired intangible assets and $0.4 million of stock-based compensation. Cost of revenue for the three months ended June 30, 2025 includes $4.8 million of amortization of acquired intangible assets and $0.3 million of stock-based compensation. Cost of revenue for the six months ended June 30, 2026 includes $9.2 million of amortization of acquired intangible assets and $0.7 million of stock-based compensation. Cost of revenue for the six months ended June 30, 2025 includes $9.7 million of amortization of acquired intangible assets and $0.7 million of stock-based compensation.

Previous wording

Consolidated cost of revenue increased 11.6% for the three months ended March 31, 2026 as compared to 2025. This increase was primarily due to a $5.3 million increase in supplies expense, $5.0 million in higher compensation and benefit costs, and a $0.6 million increase in postage and shipping costs partially offset by $0.7 million decrease in depreciation expense.

Current wording

Consolidated cost of revenue increased 5.5% for the three months ended June 30, 2026 as compared to 2025. This increase was primarily due to $3.3 million in higher compensation and benefit costs, a $1.9 million increase in supplies expense, a $0.5 million increase in consulting fees, and a $0.5 million increase in postage and shipping costs partially offset by a $0.5 million decrease in depreciation expense.

Previous wording

Gross profit margin for the three months ended March 31, 2026 was 43.3%, compared to 43.6% in the same period of 2025. For the three months ended March 31, 2026, the decrease of 0.3% was primarily related to an increase in supplies expense and higher compensation and benefit costs partially offset by the increase in revenue.

Current wording

Gross profit margin for the three and six months ended June 30, 2026 was 45.6% and 44.5%, respectively, compared to 42.6% and 43.1% in the same period of 2025. For the three and six months ended June 30, 2026, the increase of 3.0% and increase of 1.4%, respectively, was primarily related to the increase in revenue offset by higher compensation and benefit costs and an increase in supplies expense.

Previous wording

General and administrative expenses decreased $2.5 million for the three months ended March 31, 2026, when compared to the same period in 2025. This decrease was primarily due to a $4.3 million decrease in non-recurring legal and transaction costs, and a $0.8 million decrease in compensation and benefit costs. These decreases were partially offset by an increase of $1.5 million in technology and equipment costs, an increase of $0.6 million in facilities costs, and an increase of $0.3 million in recruiting costs.

Current wording

General and administrative expenses decreased $10.6 million for the six months ended June 30, 2026, when compared to the same period in 2025. This decrease was partially due to a $7.3 million decrease in legal and other professional fees, a $3.0 million decrease in compensation and benefit costs, and a $1.7 million decrease in transaction costs, and a $1.2 million benefit for reversal of an accrual related to the regulatory matter settlement. These decreases were partially offset by an increase of $1.5 million in software and technology expenses, an increase of $0.5 million in recruiting expenses, and an increase of $0.4 million in facilities-related expenses.

Previous wording

Research and development expenses decreased $0.6 million for the three months ended March 31, 2026 when compared to the same period in 2025. This decrease was primarily due to a $0.3 million decrease in supplies expense, a $0.2 million decrease in study fees, a $0.2 million decrease in professional fees, and a $0.1 million decrease in equipment maintenance fees. These decreases were partially offset by an increase of $0.2 million in compensation and benefit costs.

Current wording

Research and development expenses increased $1.1 million for the six months ended June 30, 2026 when compared to the same period in 2025. This increase was primarily due to a $1.1 million increase in compensation and benefit costs, a $1.0 million increase in supplies expense, and a $0.2 million increase in legal and other professional fees. These increases were partially offset by a $0.9 million increase in U.K. research and development credits, a $0.2 million decrease in study fees, and a $0.2 million decrease in equipment maintenance fees.

Previous wording

Sales and marketing expenses increased $1.1 million for the three months ended March 31, 2026 when compared to the same period in 2025. This increase was primarily due to a $0.6 million increase in compensation and benefit costs due to the expansion of our sales force, an increase in subscription fees of $0.3 million, and an increase in professional fees of $0.2 million.

Current wording

Sales and marketing expenses increased $3.2 million for the three months ended June 30, 2026 when compared to the same period in 2025. This increase was primarily due to a $2.0 million increase in compensation and benefit costs due to the expansion of our sales force, an increase in legal and other professional fees of $0.9 million, and an increase in travel costs of $0.4 million.

Previous wording

Interest income for the three months ended March 31, 2026 and 2025 is as follows:

Current wording

Interest income for the three and six months ended June 30, 2026 and 2025 is as follows:

Previous wording

Interest income was $1.3 million for the three months ended March 31, 2026, compared to income of $3.7 million for the same period in 2025. Interest income includes interest earned on funds held in our cash equivalent and marketable securities accounts. The decrease in interest income for the three months ended March 31, 2026 was primarily due to a reduction in the average balance of invested cash and a lower interest rate environment when compared to the same periods in 2025.

Current wording

Interest income was $1.2 million and $2.5 million for the three and six months ended June 30, 2026, respectively, compared to income of $2.3 million and $6.0 million for the same periods in 2025, respectively. Interest income includes interest earned on funds held in our cash equivalent and marketable securities accounts. The decrease in interest income for the three and six months ended June 30, 2026 was primarily due to a reduction in the average balance of invested cash when compared to the same periods in 2025.

Previous wording

Interest expense for the three months ended March 31, 2026 and 2025 is as follows:

Current wording

Interest expense for the three and six months ended June 30, 2026 and 2025 is as follows:

Previous wording

Interest expense was $0.6 million for the three months ended March 31, 2026, compared to expense of $1.6 million for the same period in 2025. Interest expense for the three months ended March 31, 2026 and 2025 primarily reflects the effective interest rates on the 2028 Convertible Notes and the 2025 Convertible Notes, which are 0.70% and 1.96%, respectively. Interest on the 2028 Convertible Notes and 2025 Convertible Notes began accruing upon issuance and is payable semi-annually. These decreases are primarily attributable to the maturity and settlement of the Company's 2025 Convertible Notes during the second quarter of 2025.

Current wording

Interest expense for the three and six months ended June 30, 2026 and 2025 primarily reflects the effective interest rates on the 2032 Convertible Notes and the 2028 Convertible Notes, which are 1.33% and 0.70%, respectively. Interest on the 2032 Convertible Notes and 2028 Convertible Notes began accruing upon issuance and is payable semi-annually. The decrease in interest expense for the three and six months ended June 30, 2026 was primarily attributable to the repayment of the 2025 Convertible Notes in May 2025 and the partial repurchase of the Company’s 2028 Convertible Notes during the second quarter of 2026, partially offset by interest expense recognized on the 2032 Convertible Notes issued in June 2026.

Previous wording

The following table provides consolidated net loss for each period along with the computation of basic and diluted net loss per share for the three months ended March 31, 2026 and 2025 (in thousands, except net loss per share data):

Current wording

The following table provides consolidated net loss for each period along with the computation of basic and diluted net loss per share for the three and six months ended June 30, 2026 and 2025 (in thousands, except net loss per share data):

Previous wording

“Adjusted EBITDA” is defined by NeoGenomics as net (loss) income from continuing operations before: (i) interest income, (ii) interest expense, (iii) income tax (benefit) or expense, (iv) depreciation and amortization expense, (v) stock-based compensation expense, and, if applicable in a reporting period, (vi) CEO transition costs, (vii) acquisition and integration related expenses, (viii) intellectual property (“IP”) litigation costs, and (ix) other significant or non-operating (income) or expenses, net.

Current wording

“Adjusted EBITDA” is defined by NeoGenomics as net (loss) income from continuing operations before: (i) interest income, (ii) interest expense, (iii) income tax (benefit) or expense, (iv) depreciation and amortization expense, (v) stock-based compensation expense, and, if applicable in a reporting period, (vi) leadership transition costs, (vii) acquisition and integration related expenses, (viii) impairment charges, (ix) intellectual property (“IP”) litigation costs, (x) gain on extinguishment of debt, (xi) adjustment to contingency for regulatory matter, and (xii) other significant or non-operating (income) or expenses, net.

Previous wording

The following is a reconciliation of GAAP net loss to Non-GAAP EBITDA and Adjusted EBITDA for the three months ended March 31, 2026 and 2025:

Current wording

The following is a reconciliation of GAAP net loss to Non-GAAP EBITDA and Adjusted EBITDA for the three and six months ended June 30, 2026 and 2025:

Previous wording

(1) For the three months ended March 31, 2025, CEO transition costs include severance costs, executive retention costs, and executive search costs. There were no such costs for the three months ended March 31, 2026.

Current wording

(1) For the three and six months ended June 30, 2026, leadership transition costs include executive retention costs. For the three months ended June 30, 2025, leadership transition costs include executive retention costs. For the six months ended June 30, 2025, leadership transition costs include executive severance costs, executive retention costs, and executive search costs.

Previous wording

(2) For the three months ended March 31, 2026, acquisition and integration related expenses include severance costs. For the three months ended March 31, 2025, acquisition and integration related expenses include legal and consulting costs.

Current wording

(2)For the six months ended June 30, 2026, acquisition and integration related expenses include severance costs. There were no such costs for the three months ended June 30, 2026. For the three and six months ended June 30, 2025, acquisition and integration related expenses include consulting and legal fees, severance costs, and employee retention costs.

Previous wording

(3) For the three months ended March 31, 2025, IP litigation costs include legal fees. There were no such costs for the three months ended March 31, 2026.

Current wording

(4)For the three and six months ended June 30, 2026 and June 30, 2025, IP litigation costs include legal fees.

Previous wording

(4) For the three months ended March 31, 2026, other significant (income) expenses, net, includes executive retention costs, severance costs, and fees related to non-recurring legal matters. There were no such costs for the three months ended March 31, 2025.

Current wording

(5) For the three and six months ended June 30, 2026, other significant expenses, net, includes severance costs. There were no such costs for the three and six months ended June 30, 2025.

Previous wording

The following table presents a summary of our consolidated cash flows for operating, investing and financing activities for the three months ended March 31, 2026 and 2025 as well as balances of cash and cash equivalents and working capital:

Current wording

The following table presents a summary of our consolidated cash flows for operating, investing and financing activities for the six months ended June 30, 2026 and 2025, as well as balances of cash and cash equivalents and working capital:

Previous wording

Cash used in operating activities during the three months ended March 31, 2026 was $8.1 million compared to cash used in operating activities of $25.3 million in the same period in 2025. This $17.2 million decrease was primarily driven by our operating results (net loss adjusted for depreciation, amortization of intangibles, and other non-cash charges), which resulted in a $6.2 million decrease in cash used by operating activities year-over-year and a $11.0 million decrease in cash used resulting from net changes in operating assets and liabilities. The decrease in cash used related to our operating activities was primarily driven by an improvement in gross profit of $7.6 million. In addition, timing of cash receipts and cash payments in the ordinary course of business caused operating cash flow to fluctuate from period to period.

Current wording

Cash provided by operating activities during the six months ended June 30, 2026 was $11.8 million compared to $5.0 million in the same period in 2025. This $16.8 million increase in cash provided by operating activities was primarily driven by our operating results (net loss adjusted for depreciation, amortization of intangibles, gain on extinguishment of debt and other non-cash charges), which resulted in $17.5 million of higher cash provided in operating activities year-over-year. The increase in cash provided related to our operating activities was primarily driven by an improvement in gross profit of $22.2 million.

Previous wording

During the three months ended March 31, 2026, cash used in investing activities was $5.0 million compared to cash provided by investing activities of $3.6 million in the same period in 2025. This change was primarily due to a $8.1 million decrease in proceeds from maturities of marketable securities.

Current wording

During the six months ended June 30, 2026, cash used in investing activities was $13.3 million compared to $5.8 million in the same period in 2025. This change was primarily due to a $11.1 million decrease in proceeds from maturities of marketable securities, an increase in purchases of property and equipment of $2.4 million, and a $6.0 million decrease in cash used for the acquisition of Pathline.

Previous wording

During the three months ended March 31, 2026, cash used in financing activities was $0.3 million compared to cash provided by financing activities of $0.9 million in the same period in 2025. The primary reason for the decrease in cash provided by financing activities year-over-year was the timing of cash payments for stock option exercises which can fluctuate from period to period.

Current wording

During the six months ended June 30, 2026, cash used in financing activities was $12.6 million compared to $201.5 million in the same period in 2025. The year-over-year decrease in cash used was primarily due to $201.3 million of repayments of the convertible senior notes due 2025 in the prior-year period.

Previous wording

We had $146.1 million in unrestricted cash and cash equivalents as of March 31, 2026 available to support current operational liquidity needs. We anticipate that the cash on hand and cash collections are sufficient to fund our near-term capital, and operating needs for at least the next 12 months. Operating needs include, but are not limited to, the planned costs to operate our business, including amounts required to fund working capital, capital expenditures, continued research and development efforts, and potential strategic acquisitions and investments.

Current wording

We had $145.5 million in unrestricted cash and cash equivalents as of June 30, 2026 to support current operational liquidity needs. We anticipate that the cash on hand and cash collections are sufficient to fund our near-term capital, and operating needs for at least the next 12 months. Operating needs include, but are not limited to, the planned costs to operate our business, including amounts required to fund working capital, capital expenditures, continued research and development efforts, and potential strategic acquisitions and investments.

Previous wording

We forecast capital expenditures in order to execute on our business plan and maintain growth; however, the actual amount and timing of such capital expenditures will ultimately be determined by the volume of business. We currently anticipate that our capital expenditures for the year ending December 31, 2026 will be in the range of $30.0 million to $35.0 million. During the three months ended March 31, 2026, we purchased, with cash, approximately $5.0 million of capital equipment, software and leasehold improvements. We have funded and plan to continue funding these capital expenditures with cash and financing.

Current wording

We forecast capital expenditures in order to execute on our business plan and maintain growth; however, the actual amount and timing of such capital expenditures will ultimately be determined by the volume of business. We currently anticipate that our capital expenditures for the year ending December 31, 2026 will be in the range of $30.0 million to $35.0 million. During the six months ended June 30, 2026, we purchased, with cash, approximately $13.2 million of capital equipment, software and leasehold improvements. We have funded and plan to continue funding these capital expenditures with cash.