Precipio, Inc.
For the period ended Mar 31, 2026. Filed May 14, 2026.
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Mar 31, 2026 · Filed May 14, 2026
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Notes to Unaudited Condensed Consolidated Financial Statements
For the Three Months Ended March 31, 2026 and 2025
- BUSINESS DESCRIPTION
Business Description.
Precipio, Inc., and its subsidiaries, (collectively, “we”, “us”, “our”, the “Company” or “Precipio”) is a healthcare biotechnology company focused on improving cancer diagnostics. Ourobjective is to enhance diagnostic accuracy and accessibility while building a sustainable business model that supports ongoing innovation. We seek to achieve these objectives through a combination of clinical laboratory services and proprietary diagnostic product development. By integrating diagnostic services with product development, our service business doubles as a self-funded research and development (R&D) unit, enabling us to achieve rapid and cost-efficient innovation rather than being a major cost center of the Company.
This unique integrated operating structure is the foundation of our approach to research, development, and product commercialization. Unlike companies that rely primarily on stand-alone research facilities or external clinical validation programs, our clinical laboratory operations enables our R&D team to evaluate, refine, and validate diagnostic products in the course of routine clinical testing activities, and at minimal incremental cost. Through these activities, we generate clinical data, operational experience, and specimen access that support ongoing assay development and product improvement. While these activities are initially conducted to provide diagnostic services to patients and their healthcare providers, they also contribute to product development and validation processes.
Precipio operates under a single segment that encompasses two business divisions that are complementary to each other. Our pathology services division provides specialized cancer diagnostic testing services to physicians, hospitals, and laboratories. This division generates revenue and supports the development of our expertise in oncology diagnostics. The pathology services division delivers specialized diagnostic testing focused primarily on hematologic cancers and operates a full laboratory that includes all the equipment, personnel, and work processes required to receive patient samples daily, and deliver clinical results to the physicians under the proper compliance umbrella, while also generating profitable revenue to us. While reimbursement levels and testing volumes may vary, we view the pathology services division as an important foundation for both current operations and future product development.
Our product division focuses on the development and commercialization of proprietary diagnostic assay kits designed for use by clinical laboratories. These products allow us to expand our reach by enabling other laboratories to benefit from the diagnostic products developed by us, while building scalable diagnostic solutions. We believe this dual structure provides a unique model for R&D development of clinically applicable products, while delivering operational stability and supporting innovation and future growth. Furthermore, it provides us with competitive advantages in terms of the economics of product development, and time to market. These products are designed to improve testing accessibility and laboratory workflow efficiency while enabling broader market reach without requiring us to perform all testing internally. Product revenues may offer greater scalability than traditional laboratory services, although adoption depends on regulatory, reimbursement, and market factors.
To deliver our strategy, we have structured our organization to develop diagnostic products, including our laboratory and R&D facilities located in New Haven, Connecticut and Omaha, Nebraska, respectively, which house teams that collaborate on the development of new products and services. We operate Clinical Laboratory Improvement Amendment (“CLIA”) laboratories in both New Haven, Connecticut and Omaha, Nebraska where we provide essential blood cancer diagnostics to office-based oncologists in many states nationwide. To deliver on our strategy of mitigating misdiagnoses we rely heavily on our CLIA laboratories to support R&D beta-testing of the products we develop, in a clinical environment.
Our operating structure promotes the harnessing of our proprietary technology and genetic diagnostic expertise to bring to market our robust pipeline of innovative solutions designed to address the root causes of misdiagnoses.
Going Concern.
The condensed consolidated financial statements have been prepared using accounting principles generally accepted in the United States of America (“GAAP”) applicable for a going concern, which assume that the Company will realize its assets and discharge its liabilities in the ordinary course of business and do not include any adjustments that might result should the Company be unable to continue as a going concern. The Company has incurred substantial operating losses for the past several years and while it has shown cash provided by its operating activities over the past year, this was largely aided by $0.8 million in payments received related to non-recurring Employee Retention Credits. See Note 12 Employee Retention Credit. For the three months ended March 31, 2026, the Company had an operating loss of $1.4 million and net cash provided by operating activities of $0.1 million. As of March 31, 2026, the Company had an accumulated deficit of $104.2 million and working capital of $2.1 million. The Company’s ability to continue as a going concern over the next twelve months from the date of issuance of these condensed consolidated financial statements in this Quarterly Report on Form 10-Q is dependent upon a combination of achieving its business plan, including generating additional revenue and avoiding potential business disruption due to the macroeconomic environment and geopolitical instability, and raising additional financing, if needed, to meet its debt obligations and paying liabilities arising from normal business operations when they come due.
Notwithstanding the aforementioned circumstances, there remains substantial doubt about the Company’s ability to continue as a going concern for the next twelve months from the date these condensed consolidated financial statements were issued. There can be no assurance that the Company will be able to successfully achieve its initiatives summarized above in order to continue as a going concern over the next twelve months from the date of issuance of this Quarterly Report on Form 10-Q.
- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation.
The accompanying condensed consolidated financial statements are presented in conformity with GAAP and, as of March 31, 2026 and for the three months ended March 31, 2026 and 2025, are unaudited and reflect all adjustments (consisting of only normal recurring adjustments) that are necessary for a fair presentation of the financial position and operating results for the interim periods. These unaudited condensed consolidated financial statements and notes should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2025 contained in our Annual Report on Form 10-K, filed with the SEC on March 30, 2026. The results of operations for the interim periods presented are not necessarily indicative of the results for fiscal year 2026.
Recently Adopted Accounting Pronouncements
In July 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-05,Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides a practical expedient related to the estimation of expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606, including those assets acquired in a business combination. The practical expedient permits all entities to assume that current conditions as of the balance sheet date do not change for the remaining life of the asset. This ASU is effective for fiscal years beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. The Company has adopted this standard. The standard did not impact our financial position, results of operations or cash flows.
Recent Accounting Pronouncements Not Yet Adopted.
In December 2025, the FASB issued ASU 2025-12, Codification Improvements. ASU 2025-12 contains amendments to the Codification that affect a wide variety of Topics in the Codification and applies to all reporting entities within the scope of the affected accounting guidance. The amendments in this update represent changes to the Codification that clarify, correct errors or make minor improvements, making the Codification easier to understand and apply. The amendments in this update are effective for public entities for fiscal years beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. Early adoption of the amendments in this update are permitted for any fiscal year or interim period for which financial statements have not yet been issued or made available for issuance. If adopted in an interim period, the amendment must be adopted as of the beginning of the fiscal years that includes the interim period. An entity should apply the amendments in this update (except for amendments to Topic 260, Earnings per Share, related to Issue 4) using one of the following transition methods: (1) prospectively to all new transactions recognized on or after the date that the entity first applies the amendments, or (2) retrospectively to the beginning of the earliest comparative period presented in which the amendments were first applied, by adjusting the opening balance of retained earnings, or other appropriate components of equity or net assets, as of the beginning of the earliest comparative period presented. For amendments to Topic 260, Issue 4, an entity shall apply the amendments retrospectively to each prior reporting period presented in the period of adoption. The Company is currently evaluating the impact of adopting this standard on its consolidated financial statements and disclosures.
In November 2025, the FASB issued ASU 2025-11,Interim Reporting (Topic 270) - Narrow-Scope Improvements. This update is intended to improve the navigability of the required interim disclosures under Topic 270 and clarify when the guidance is applicable. The amendments also provide a comprehensive list of disclosures required by Topic 270 that should be provided in interim reporting periods. The amendments add to Topic 270 a principle that requires entities to disclose since the end of the last annual reporting period that have a material impact on the entity. The amendments clarify the applicability of Topic 270, the types of interim reporting, and the form and content of the interim financial statements in accordance with GAAP. The amendments in this update apply to all entities that provide interim financial statements and notes in accordance with GAAP and include guidance on the definition of interim financial statements and notes in accordance with GAAP, including referencing the U.S. Securities and Exchange Commission requirements for entities to which those requirements apply. The amendments are effective for interim reporting periods beginning after December 15, 2027, for public entities. Early adoption is permitted. The amendments can be applied either prospectively or retrospectively to any and all prior periods presented in the financial statements. The Company is currently evaluating the impact of adopting this standard on its consolidated financial statements and disclosures.
In September 2025, the FASB issued ASU 2025-06,Intangibles — Goodwill and Other — Internal-use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which eliminates the previous stage-based model for capitalizing software costs and replaces it with a principles-based framework. This new guidance is designed to be more adaptable to modern, agile software development methods, clarifying when an entity should capitalize software costs based on a “probable-to-complete” threshold. This ASU is effective for fiscal years beginning after December 15, 2027, and interim reporting periods within those annual reporting periods, and may be applied using a prospective, modified, or retrospective transition approach. The Company is currently evaluating the impact of adopting this standard on its consolidated financial statements and disclosures.
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income (Topic 220): Expense Disaggregation Disclosures (“ASU 2024-03”). This update requires entities to disaggregate operating expenses into specific categories, such as purchases of inventory, compensation, depreciation, and amortization, to provide enhanced transparency into the nature and function of expenses. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, with early adoption permitted. ASU 2024-03 may be applied retrospectively or prospectively. The Company is currently evaluating the impact of this standard on its financial statement presentation and disclosures.
Loss Per Share.
Basic loss per share is calculated based on the weighted-average number of common shares outstanding during each period. Diluted loss per share includes shares issuable upon exercise of outstanding stock options, warrants or conversion rights that have exercise or conversion prices below the market value of our common stock. Options, warrants and conversion rights pertaining to 471,541 and 831,501 shares of our common stock have been excluded from the computation of diluted loss per share at March 31, 2026 and 2025, respectively, because the effect is anti-dilutive due to the net loss.
The following table summarizes the outstanding securities not included in the computation of diluted net loss per share:
| · · · · | ||
|---|---|---|
| | | March 31, |
| · · 2026 · · 2025 | ||
| Stock options | 455,666 | 381,182 |
| Warrants | 10,000 | 444,444 |
| Preferred stock | 5,875 | 5,875 |
| Total | 471,541 | 831,501 |
- LONG-TERM DEBT
Long-term debt consists of the following:
| · · · · · · | ||||
|---|---|---|---|---|
| · · Dollars in Thousands | ||||
| | | March 31, 2026 | | December 31, 2025 |
| Connecticut Department of Economic and Community Development (DECD) | | $75 | | $83 |
| DECD debt issuance costs | | (5) | | (6) |
| Total long-term debt | | 70 | | 77 |
| Current portion of long-term debt | | (30) | | (30) |
| Long-term debt, net of current maturities | | $40 | | $47 |
Department of Economic and Community Development.
On January 8, 2018, the Company entered into an agreement with the Connecticut Department of Economic and Community Development (“DECD”) by which the Company received a loan of $300,000 secured by substantially all of the Company’s assets (the “DECD 2018 Loan”). The DECD 2018 Loan is aten-year loan due on December 31, 2027 and includes interest paid monthly at 3.25%. The maturity date of the DECD 2018 Loan was extended to May 31, 2028 and the modification did not have a material impact on the Company’s cash flows.
Amortization of the debt issuance costs were less than $1 thousand for the three months ended March 31, 2026 and 2025, respectively.
- ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
Accrued expenses at March 31, 2026 and December 31, 2025 are as follows:
| | | | | | | |
|---|---|---|---|---|---|---|
| (dollars in thousands) · · March 31, 2026 · · December 31, 2025 | ||||||
| Accrued expenses | | $341 | | $402 | ||
| Accrued compensation | | 1,100 | | 977 | ||
| Accrued franchise, property and sales and use taxes | | | 200 | | | 209 |
| CHC temporary funding assistance | | | — | | | 83 |
| Accrued interest | | 19 | | 19 | ||
| | | $1,660 | | $1,690 | ||
The Company uses Change Healthcare (“CHC”), a healthcare technology company owned by UnitedHealth Group, to process some of its patient claims billings. In February 2024, CHC announced that it had experienced a cyberattack and as a result had to temporarily shut down some of its information technology systems. This system shut down caused delays in billing and reimbursement processes to CHC’s customers and, as a result, CHC established a Temporary Funding Assistance Program to help bridge the gap in short-term cash flow needs for customers affected by the disruption of its services due to the cyberattack. Funding distributed through this program is interest free and has no other fees or costs associated with it.
During the year ended December 31, 2024, the Company received approximately $1.1 million through CHC’s Temporary Assistance Program and began repayments during 2025. During the three months ended March 31, 2026, the Company made its final repayment to CHC of approximately$0.1 million. As of March 31, 2026 and December 31, 2025 the amount due to CHC waszero and$0.1 million, respectively.
- COMMITMENTS AND CONTINGENCIES
The Company is involved in legal proceedings related to matters, which are incidental to its business. Also, the Company is delinquent on the payment of outstanding accounts payable for certain vendors and suppliers who have taken or have threatened to take legal action to collect such outstanding amounts. See below for a discussion on these matters.
PURCHASE COMMITMENTS
The Company has entered into purchase commitments for reagents from suppliers. Some of these agreements run through 2031. The Company and the suppliers will true up the amounts on an annual basis. The future minimum purchase commitments under these and other purchase agreements are approximately$2.8 million at March 31, 2026.
LEGAL PROCEEDINGS
CPA Global provides us with certain patent management services. On February 6, 2017, CPA Global claimed that we owed approximately $0.2 million for certain patent maintenance services rendered. CPA Global has not filed claims against us in connection with this allegation. A liability of less than $0.1 million has been recorded and is reflected in accounts payable within the accompanying condensed consolidated balance sheets at March 31, 2026 and December 31, 2025.
LEGAL AND REGULATORY ENVIRONMENT
The healthcare industry is subject to numerous laws and regulations of federal, state and local governments. These laws and regulations include, but are not limited to, matters such as licensure, accreditation, government healthcare program participation requirement, reimbursement for patient services and Medicare and Medicaid fraud and abuse. Government activity has increased with respect to investigations and allegations concerning possible violations of fraud and abuse statutes and regulations by healthcare providers.
Violations of these laws and regulations could result in expulsion from government healthcare programs together with the imposition of significant fines and penalties, as well as significant repayments for patient services previously billed. Management believes that the Company is in compliance with fraud and abuse regulations, as well as other applicable government laws and regulations. While no material regulatory inquiries have been made, compliance with such laws and regulations can be subject to future government review and interpretation, as well as regulatory actions unknown or unasserted at this time.
- LEASES
The Company leases administrative facilities and laboratory equipment through operating lease agreements. In addition, we rent various equipment used in our diagnostic lab and in our administrative offices through finance lease arrangements. Our operating leases include both lease (e.g., fixed payments including rent) and non-lease components (e.g., common area or other maintenance costs). The facility leases includeone or more options to renew, from 1 to 5 years or more. The exercise of lease renewal options is typically at our sole discretion, therefore, the renewals to extend the lease terms are not included in our right-of-use (“ROU”) assets and lease liabilities as they are not reasonably certain of exercise. We regularly evaluate the renewal options and, when they are reasonably certain of exercise, we include the renewal period in our lease term. As our leases do not provide an implicit rate, we use our collateralized incremental borrowing rate based on the information available at the lease commencement date in determining the present value of the lease payments.
Operating leases result in the recognition of ROU assets and lease liabilities on the balance sheet. ROU assets represent our right to use the leased asset for the lease term and lease liabilities represent our obligation to make lease payments. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Lease expense is recognized on a straight-line basis over the lease term. Leases with an initial term of 12 months or less are not recorded on the balance sheet. The primary leases we enter into with initial terms of 12 months or less are for equipment.
The Company also recognizes ROU assets from finance leases in connection with its HemeScreen Reagent Rental (“HSRR”) program and from finance leases for laboratory equipment. For certain customers in the HSRR program, the Company leases diagnostic testing equipment and then subleases the equipment to the customer. Finance lease ROU assets and finance lease liabilities are recognized at the lease commencement date, and at the sublease commencement date the finance lease ROU asset is derecognized and is recorded as cost of sales in the condensed consolidated statements
of operations. There wereno derecognized finance lease ROU assets for the three months ended
March 31, 2026 and 2025, respectively.
The balance sheet presentation of our operating and finance leases is as follows:
| | | | | | | |
|---|---|---|---|---|---|---|
| (dollars in thousands) | | | | | | |
| Classification on the Consolidated Balance Sheet · · March 31, 2026 · · December 31, 2025 | ||||||
| Assets: | | | | | | |
| Operating lease right-of-use assets, net | | $2,451 | | $2,565 | ||
| Finance lease right-of-use assets, net | | | 936 | | | 998 |
| Total lease assets | | $3,387 | | $3,563 | ||
| | | | | | | |
| Liabilities: | | | | | | |
| Current: | | | | | | |
| Current maturities of operating lease liabilities | | $434 | | $410 | ||
| Current maturities of finance lease liabilities | | | 202 | | | 209 |
| Noncurrent: | | | | | | |
| Operating lease liabilities, less current maturities | | | 2,085 | | | 2,206 |
| Finance lease liabilities, less current maturities | | | 701 | | | 751 |
| Total lease liabilities | | $3,422 | | $3,576 | ||
As of March 31, 2026, the estimated future minimum lease payments, excluding non-lease components, are as follows:
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| (dollars in thousands) · · Operating Leases · · Finance Leases · · Total | |||||||||
| 2026 (remaining) | | $487 | | $218 | | $705 | |||
| 2027 | | 701 | | 274 | | 975 | |||
| 2028 | | 745 | | 234 | | 979 | |||
| 2029 | | 787 | | | 186 | | 973 | ||
| 2030 | | | 299 | | | 129 | | | 428 |
| Thereafter | | 93 | | 78 | | 171 | |||
| Total lease obligations | | 3,112 | | 1,119 | | 4,231 | |||
| Less: Amount representing interest | | (593) | | (216) | | (809) | |||
| Present value of net minimum lease obligations | | 2,519 | | 903 | | 3,422 | |||
| Less, current portion | | (434) | | (202) | | (636) | |||
| Long term portion | | $2,085 | | $701 | | $2,786 | |||
Other information as of March 31, 2026 and December 31, 2025 is as follows:
| | | | |
|---|---|---|---|
| | March 31, | | December 31, |
| | 2026 | | 2025 |
| Weighted-average remaining lease term (years): | | | |
| Operating leases | 4.3 | | 4.6 |
| Finance leases | 4.3 | | 4.5 |
| Weighted-average discount rate: | | | |
| Operating leases | 10.00% | | 10.00% |
| Finance leases | 10.60% | | 10.70% |
During each of the three months ended March 31, 2026 and 2025, operating cash flows from operating leases were $0.1 million, and operating lease ROU assets obtained in exchange for operating lease liabilities were zero and $1.2 million, respectively.
During the three months ended March 31, 2026 and 2025, there wereno finance lease ROU assets obtained in exchange for finance lease liabilities.
Operating Lease Costs
Operating lease costs were approximately $0.1 million and $0.1 million during the three months ended March 31, 2026 and 2025, respectively. These costs are primarily related to long-term operating leases for the Company’s facilities and laboratory equipment. Short-term and variable lease costs were less than $0.1 million for the three months ended March 31, 2026 and 2025, respectively.
Finance Lease Costs
Finance lease amortization and interest expenses are included in the condensed consolidated statements of operations for the three months ended March 31, 2026 and 2025 and the balances within these accounts are less than $0.1 million, respectively.
- STOCKHOLDERS’ EQUITY
Common Stock.
Pursuant to our Third Amended and Restated Certificate of Incorporation, as amended, we currently have 150,000,000 shares of common stock authorized for issuance. On December 20, 2018, the Company’s shareholders approved the proposal to authorize the Company’s Board of Directors (the “Board”) to, in its discretion, amend the Company’s Third Amended and Restated Certificate of Incorporation to increase the total number of authorized shares of common stock from 150,000,000 shares to 250,000,000 shares. The Company has not yet implemented this increase.
During the three months ended March 31, 2026, the Company issued 562 shares of its common stock in connection with the exercise of 562 stock options. The stock option exercises resulted in net cash proceeds to the Company of $3 thousand. There wereno stock option exercises during the three months ended March 31, 2025.
During the three months ended March 31, 2026 and 2025, the Company issued 2,221 and 10,673 shares of its common stock, respectively, in connection with Board fees of$0.1 million and$0.1 million, respectively.
Preferred Stock.
The Board is authorized to issue up to 15,000,000 shares of preferred stock in one or more series, from time to time, with such designations, powers, preferences and rights and such qualifications, limitations and restrictions as may be provided in a resolution or resolutions adopted by the Board.
Series B Preferred Stock.
The Company filed a Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock (“Series B Preferred Stock”) with the State of Delaware, which designates 6,900 shares of our preferred stock as Series B Preferred Stock. The Series B Preferred Stock has a stated value of $1 thousand per share and a par value of $0.01 per share. The Series B Preferred Stock includes a beneficial ownership blocker but hasno dividend rights (except to the extent dividends are also paid on the common stock). On August 28, 2017, the Company completed an underwritten public offering consisting of the Company’s Series B Preferred Stock and warrants.
The conversion price of the Series B Preferred Stock contains a down round feature. The Company will recognize the effect of the down round feature when it is triggered. At that time, the effect would be treated as a deemed dividend and as a reduction of income available to common shareholders in our basic earnings per share calculation.
There wereno conversions of Series B Preferred Stock during the three months ended March 31, 2026 and 2025, respectively. At March 31, 2026 and December 31, 2025, the Company had 6,900 shares of Series B Preferred Stock and 47 shares of Series B Preferred Stock outstanding. Based on the stated value of $1 thousand per share and a conversion price of $8.00 per share, the outstanding shares of Series B Preferred Stock at March 31, 2026 were convertible into 5,875 shares of common stock.
Common Stock Warrants.
The following represents a summary of the warrants outstanding as of March 31, 2026:
| · · · · · · · · · | ||||||||
|---|---|---|---|---|---|---|---|---|
| | | | | | | Underlying | | Exercise |
| | | Issue Year | | Expiration | | Shares | | Price |
| Warrants · · · · · · · · · | ||||||||
| (1) | | 2025 | | February 2027 | | 10,000 | | $60.00 |
(1)These warrants were issued to a consultant in connection with services performed.
- FAIR VALUE
FASB guidance on fair value measurements, which defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements for our financial assets and liabilities, as well as for other assets and liabilities that are carried at fair value on a recurring basis in our condensed consolidated financial statements.
FASB guidance establishes a three-level fair value hierarchy based upon the assumptions (inputs) used to price assets or liabilities. The three levels of inputs used to measure fair value are as follows:
Level 1—Unadjusted quoted prices in active markets for identical assets or liabilities;
Level 2—Observable inputs other than those included in Level 1, such as quoted prices for similar assets and liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets; and
Level 3—Unobservable inputs reflecting our own assumptions and best estimate of what inputs market participants would use in pricing the asset or liability.
- EQUITY INCENTIVE PLAN
The Company currently issues stock awards under its 2017 Stock Option and Incentive Plan, as amended (the “2017 Plan”) which will expire on June 5, 2027. The shares authorized for issuance under the 2017 Plan were 484,425 at March 31, 2026, of which 10,357 were available for future grant. The shares authorized under the 2017 Plan are subject to annual increases on January 1 by 5% of the number of shares of common stock issued and outstanding on the immediately preceding December 31, or such lessor number of shares determined by the Board or Compensation Committee of the Board. During the three months ended March 31, 2026, the shares authorized for issuance increased by 89,045 shares.
Stock Options.
The Company accounts for all stock-based compensation payments to employees and directors, including grants of employee stock options, at fair value at the date of grant and expenses the benefit in operating expense in the condensed consolidated statements of operations over the service period of the awards. The Company records the expense for stock-based compensation awards subject to performance-based milestone vesting over the remaining service period when management determines that achievement of the milestone is probable based on the expected satisfaction of the performance conditions as of the reporting date. The Company records the expense for stock-based compensation awards
subject to market-condition vesting over a derived service period which is calculated at the grant date. The fair value of each stock option granted is estimated on the date of grant using the Black-Scholes or other option pricing models, which requires various assumptions including estimating stock price volatility, expected life of the stock option, risk free interest rate and estimated forfeiture rate.
During the three months ended March 31, 2026, the Company granted stock options to purchase up to 98,000 shares of common stock at a weighted average exercise price of $23.82 per share. The stock options granted have either time-based or market-condition vesting.
The awards with time-based vesting have vesting periods of up tofour years and had grant date fair values between $16.32 and $20.97. The fair value was calculated using the Black-Scholes option pricing model and used the following assumptions: risk free interest rate of 3.77% to 3.85%, based on the U.S. Treasury yield in effect at the time of grant; expected life offive tosix years; and volatility of 82% to 121% based on historical volatility of the Company’s common stock over a time that is consistent with the expected life of the option.
The awards with market-condition vesting have a derived service period of 0.4 years and had a grant date fair value of $20.61. The fair value was calculated using a Monte Carlo Simulation and used the following assumptions: risk free interest rate of 4.15%; remaining term often years; and volatility of 122%.
The following table summarizes stock option activity under our plans during the three months ended March 31, 2026:
| | | | | | |
|---|---|---|---|---|---|
| · · Number of · · Weighted-Average | |||||
| · · Options · · Exercise Price | |||||
| Outstanding at January 1, 2026 | 359,306 | | $7.13 | ||
| Granted | 98,000 | | 23.82 | ||
| Exercised | | (562) | | | 5.62 |
| Forfeited | (1,078) | | 6.25 | ||
| Outstanding at March 31, 2026 | 455,666 | | $10.73 | ||
| Exercisable at March 31, 2026 | 257,042 | | $7.37 | ||
As of March 31, 2026, there were 413,342 options that were vested or expected to vest with aggregate intrinsic value of $5.8 million and a remaining weighted average contractual life of 6.9 years.
Restricted Stock Awards.
Restricted stock awards are subject to vesting restrictions. If a grantee’s service with the Company is terminated prior to vesting of the restricted stock, all unvested shares shall be forfeited and returned to the Company. Upon vesting, the restricted stock award shall no longer be deemed restricted.
As of March 31, 2026 and December 31, 2025, there wereno restricted stock awards that were unvested.
There wereno restricted stock awards granted during the three months ended March 31, 2026 and 2025, respectively.
Stock Compensation.
For the three months ended March 31, 2026, we recorded non-cash stock-based compensation expense for all stock awards of approximately $1.0 million within operating expense in the accompanying statements of operations. For the three months ended March 31, 2025, we recorded non-cash stock-based compensation expense for all stock awards of$0.4 million. As of March 31, 2026, the unrecognized compensation expense related to unvested stock awards was $1.5 million, which is expected to be recognized over a weighted-average period of 1.7 years.
- SALES SERVICE REVENUE, NET AND ACCOUNTS RECEIVABLE
ASC Topic 606, “Revenue from contracts with customers”
The Company follows the guidance of ASC 606 for the recognition of revenue from contracts with customers to transfer goods and services. The Company performed a comprehensive review of its existing revenue arrangements following the five-step model:
Step 1: Identification of the contract with the customer. Sub-steps include determining the customer in a contract, initial contract identification and determining if multiple contracts should be combined and accounted for as a single transaction.
Step 2: Identify the performance obligation in the contract. Sub-steps include identifying the promised goods and services in the contract and identifying which performance obligations within the contract are distinct.
Step 3: Determine the transaction price. Sub-steps include variable consideration, constraining estimates of variable consideration, the existence of a significant financing component in the contract, noncash consideration and consideration payable to a customer.
Step 4: Allocate transaction price. Sub-steps include assessing the amount of consideration to which the Company expects to be entitled in exchange for transferring the promised goods or services to the customer.
Step 5: Satisfaction of performance obligations. Sub-steps include ascertaining the point in time when an asset is transferred to the customer and when the customer obtains control of the asset upon which time the Company recognizes revenue.
Nature of Contracts and Customers
The Company’s contracts and related performance obligations are similar for its customers and the sales process for all customers starts upon the receipt of requisition forms from the customers for patient diagnostic testing and the execution of contracts for laboratory interpretation services, billing services and for biomarker testing and clinical research. Payment terms for the services provided are 30 days, unless separately negotiated.
Diagnostic testing
Control of the laboratory testing services is transferred to the customer at a point in time. As such, the Company recognizes revenue for laboratory testing services at a point in time based on the delivery method (web-portal access or fax) for the patient’s laboratory report, per the contract. Control of billing and laboratory interpretation services are transferred to the customer at a point in time and, as such, the Company recognizes these revenues at a point in time based on the delivery method.
Clinical research grants
Control of the clinical research services are transferred to the customer over time. The Company will recognize revenue utilizing the “effort based” method, measuring its progress toward complete satisfaction of the performance obligation.
Biomarker testing and clinical project services
Control of the biomarker testing and clinical project services are transferred to the customer over time. The Company utilizes an “effort based” method of assessing performance and measures progress towards satisfaction of the performance obligation based upon the delivery of results.
The Company generates revenue from the provision of diagnostic testing provided to patients, biomarker testing provided to bio-pharma customers and clinical research grants funded by both bio-pharma customers and government health programs.
Reagents and other diagnostic products
Control of reagents and other diagnostic products are transferred to the customer at a point in time and, as such, the Company recognizes these revenues at a point in time based on the delivery method. These revenues include revenues from reagent sets for our HSRR program and other product sales and are included in product revenue in our condensed consolidated statements of operations.
Disaggregation of Revenues by Transaction Type
We operate inone business segment and, therefore, the results of our operations are reported on a consolidated basis for purposes of segment reporting, consistent with internal management reporting. Service revenue, net for the three months ended March 31, 2026 and 2025 was as follows:
| · · · · · · | ||||
|---|---|---|---|---|
| · · For the Three Months Ended March 31, | ||||
| (dollars in thousands) · · Diagnostic Testing | ||||
| | | 2026 | | 2025 |
| Medicaid | | $25 | | $5 |
| Medicare | | 2,950 | | 1,904 |
| Self-pay | | 5 | | 5 |
| Third party payers | | 3,267 | | 2,325 |
| Contract diagnostics and other | | 55 | | 18 |
| Service revenue, net | | $6,302 | | $4,257 |
Revenue from the Medicare and Medicaid programs account for a portion of the Company’s patient diagnostic service revenue. Laws and regulations governing those programs are extremely complex and subject to interpretation. As a result, there is at least a reasonable possibility that recorded estimates will change by a material amount in the near term.
Revenue Recognition
Revenue is recognized when a customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price using the expected value method based on historical experience. The Company does not typically enter arrangements where multiple contracts can be combined as the terms regarding services are generally found within a single agreement/requisition form. The Company derives its revenues from the following types of transactions: diagnostic testing (“Diagnostic”), revenues from the Company’s ICP technology and bio-pharma projects encompassing genetic diagnostics (collectively “Biomarker”), revenues from clinical research grants from state and federal research programs and diagnostic product sales, including revenues from equipment leases and reagent sales associated with our HSRR program.
Deferred revenue
Deferred revenue, or unearned revenue, refers to advance payments for products or services that are to be delivered in the future. The Company records such prepayment of unearned revenue as a liability, as revenue that has not yet been earned, but represents products or services that are owed to a customer. As the product or service is delivered over time, the Company recognizes the appropriate amount of revenue from deferred revenue. For the periods ended March 31, 2026 and December 31, 2025, the deferred revenue was $0.1 million and $0.3 million, respectively.
Contractual Allowances and Adjustments
We are reimbursed by payers for services we provide. Payments for services covered by payers average less than billed charges. We monitor revenue and receivables from payers and record an estimated contractual allowance for certain revenue and receivable balances as of the revenue recognition date to properly account for anticipated differences between amounts estimated in our billing system and amounts ultimately reimbursed by payers. Accordingly, the total revenue and receivables reported in our condensed consolidated financial statements are recorded at the amounts expected to be received from these payers. For service revenue, the contractual allowance is estimated based on several criteria, including unbilled claims, historical trends based on actual claims paid, current contract and reimbursement terms and changes in customer base and payer/product mix. The billing functions for the remaining portion of our revenue are contracted and fixed fees for specific services and are recorded without an allowance for contractual discounts. The following table presents our revenues initially recognized for each associated payer class during the three months ended March 31, 2026 and 2025.
| · · · · · · · · · · · · · · · · · · | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · For the Three Months Ended March 31, | ||||||||||||
| (dollars in thousands) · · · · Contractual Allowances and · · Revenues, net of Contractual | ||||||||||||
| · · Gross Revenues · · adjustments · · Allowances and adjustments | ||||||||||||
| | | 2026 | | 2025 | | 2026 | | 2025 | | 2026 | | 2025 |
| Medicaid | | $25 | | $5 | | $— | | $— | | $25 | | $5 |
| Medicare | | 2,950 | | 1,904 | | — | | — | | 2,950 | | 1,904 |
| Self-pay | | 5 | | 5 | | — | | — | | 5 | | 5 |
| Third party payers | | 11,673 | | 8,138 | | (8,406) | | (5,813) | | 3,267 | | 2,325 |
| Contract diagnostics and other | | 55 | | 18 | | — | | — | | 55 | | 18 |
| | | 14,708 | | 10,070 | | (8,406) | | (5,813) | | 6,302 | | 4,257 |
| Product | | 659 | | 654 | | — | | — | | 659 | | 654 |
| | | $15,367 | | $10,724 | | $(8,406) | | $(5,813) | | $6,961 | | $4,911 |
Allowance for Credit Losses
The Company provides for a general allowance for collectability of services when recording net sales. The Company has adopted the policy of recognizing net sales to the extent it expects to collect that amount. Reference is made to FASB ASC 954-605-45-5 and ASU 2011-07, Health Care Entities: Presentation and Disclosure of Patient Service Revenue, Provision for Credit Loss, and the Allowance for Credit Losses. The change in the allowance for credit losses is directly related to the increase in patient service revenues. The following table presents our reported revenues net of the collection allowance and adjustments for the three months ended March 31, 2026 and 2025.
| · · · · · · · · · · · · · · · · · · | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · For the Three Months Ended March 31, | ||||||||||||
| · · Revenues, net of · · · | ||||||||||||
| (dollars in thousands) · · Contractual Allowances · · Allowances for credit · | ||||||||||||
| · · and adjustments · · losses · · Total | ||||||||||||
| | | 2026 | | 2025 | | 2026 | | 2025 | | 2026 | | 2025 |
| Medicaid | | $25 | | $5 | | $(1) | | $18 | | $24 | | $23 |
| Medicare | | 2,950 | | 1,904 | | (182) | | — | | 2,768 | | 1,904 |
| Self-pay | | 5 | | 5 | | — | | — | | 5 | | 5 |
| Third party payers | | 3,267 | | 2,325 | | (67) | | — | | 3,200 | | 2,325 |
| Contract diagnostics and other | | 55 | | 18 | | — | | — | | 55 | | 18 |
| | | 6,302 | | 4,257 | | (250) | | 18 | | 6,052 | | 4,275 |
| Product | | 659 | | 654 | | — | | — | | 659 | | 654 |
| | | $6,961 | | $4,911 | | $(250) | | $18 | | $6,711 | | $4,929 |
Costs to Obtain or Fulfill a Customer Contract
Sales commissions are expensed when incurred because the amortization period would have been one year or less. These costs are recorded in operating expenses in the condensed consolidated statements of operations.
Shipping and handling costs are comprised of inbound and outbound freight and associated labor. The Company accounts for shipping and handling activities related to contracts with customers as fulfillment costs which are included in cost of sales in the condensed consolidated statements of operations.
Accounts Receivable
The Company has provided an allowance for potential credit losses, which has been determined based on management’s industry experience. The Company grants credit without collateral to its patients, most of who are insured under third party payer agreements.
The following summarizes the mix of receivables outstanding related to payer categories:
| · · · · · · | ||||
|---|---|---|---|---|
| (dollars in thousands) | | March 31, 2026 | | December 31, 2025 |
| Medicaid | | $22 | | $19 |
| Medicare | | 2,362 | | 1,838 |
| Self-pay | | 12 | | 16 |
| Third party payers | | 611 | | 859 |
| Contract diagnostic services, product and other | | 276 | | 297 |
| | | $3,283 | | $3,029 |
| Less allowance for credit losses | | (1,295) | | (1,045) |
| Accounts receivable, net | | $1,988 | | $1,984 |
The following table presents the roll-forward of the allowance for credit losses for the three months ended March 31, 2026 and 2025.
| | | | | | | |
|---|---|---|---|---|---|---|
| · · Three Months Ended March 31, | ||||||
| (dollars in thousands) · · · 2026 · · 2025 | ||||||
| Balance, January 1 | $(1,045) | | $(995) | |||
| Provision for credit losses: | | | | | | |
| Medicaid | | | (1) | | | 18 |
| Medicare | | (182) | | — | ||
| Self-pay | | | — | | | — |
| Third party payers | | (67) | | — | ||
| | | (250) | | 18 | ||
| Credit loss income | | | — | | | 20 |
| Total charges | | (250) | | 38 | ||
| Balance, March 31 | | $(1,295) | | $(957) | ||
Customer Revenue and Accounts Receivable Concentration
Our customers are oncologists, hospitals, reference laboratories, physician-office laboratories, and pharma and biotech companies. Customers that accounted for 10% or greater of our net sales or accounts receivable for the identified periods is as follows:
| | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|
| · · Net sales · · · Accounts receivable, as of · | ||||||||||
| · · Three Months Ended · · · · | ||||||||||
| · · March 31, · · · March 31, · · December 31, · | ||||||||||
| | | 2026 | | 2025 | | | 2026 | | 2025 | |
| | | | | | | | | | | |
| Customer A | | 27% | 26% | | 34% | 34% | ||||
| Customer B | | * | | * | | | * | | 12% | |
| Customer C | | * | | * | | | 13 | | 10% | |
| | | | | | | | | | | |
| * represents less than 10% | | | | | | | | | | |
- SEGMENT REPORTING
The Company’s chief operating decision maker (the “CODM”) is its Chief Executive Officer. The Company has no segment managers who are held accountable by the CODM for operations, operating results, and planning for levels or components below the consolidated unit level. Accordingly, the Company has determined it has a single operating segment.
The CODM uses consolidated net loss for purposes of allocating resources and assessing segment performance, including monitoring actual results versus historical periods. Cost of revenue and operating expenses are considered significant segment expenses that are regularly provided to the CODM and included within consolidated net loss. The measure of segment assets is the total assets on the Company’s condensed consolidated balance sheets. Capital expenditures are reported on a consolidated basis on the Company’s condensed consolidated statements of cash flows. The following table includes the Company's segment revenue, significant segment expenses, and other segment items to reconcile to net loss.
| | | | | | |
|---|---|---|---|---|---|
| | Dollars in Thousands | ||||
| | Three Months Ended | ||||
| | March 31, | ||||
| · 2026 · · 2025 | |||||
| Net sales | $6,711 | | $4,929 | ||
| Less expense: | | | | | |
| Cost of sales | 3,986 | | 2,789 | ||
| Operating expenses (1) | | 4,153 | | | 2,999 |
| Other segment expense (2) | 15 | | 25 | ||
| Net loss | $(1,443) | | $(884) | ||
(1) Operating expenses include sales and marketing expenses, general and administrative expenses, research and development expenses and stock-based compensation.
(2)Other segment items include interest income and interest expense.
- EMPLOYEE RETENTION CREDIT
On March 27, 2020, the U.S. government enacted the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). Under the provisions of the CARES Act, and the subsequent extensions, the Company became eligible to apply for a refundable Employee Retention Credit (the “ERC”) subject to certain criteria, which could be used to offset payroll tax liabilities.
In November 2022, the Company submitted an ERC claim totaling approximately $1.5 million. During the year ended December 31, 2025, the Company received payments for part of the ERC claim totaling approximately $0.8 million. No such amounts were received during the three months ended March 31, 2026.
The Company retains all rights to pursue and receive the remaining balance of approximately $0.7 million and is actively evaluating the likelihood and timing of any additional disbursements. The Company has not waived any claims to the unpaid portion of the ERC and is taking reasonable steps to secure the remaining balance. However, there can be no assurance as to the timing, amount, or certainty of receipt of additional funds, and the Company will continue to assess the collectability of the remaining claim in accordance with applicable accounting standards.
- SUBSEQUENT EVENTS
The Company has evaluated events and transactions subsequent to March 31, 2026 through the date of this Quarterly Report on Form 10-Q, and there are no other events to report other than what has been disclosed in the condensed consolidated financial statements.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.