CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS
Except for historical information, this prospectus contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements include statements with respect to our beliefs, plans, objectives, goals, expectations, anticipations, assumptions, estimates, intentions and future performance, and involve known and unknown risks, uncertainties and other factors, which may be beyond our control, and which may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. All statements other than statements of historical fact are statements that could be forward-looking statements. You can identify these forward-looking statements through our use of words such as “may,” “can,” “anticipate,” “assume,” “should,” “indicate,” “would,” “believe,” “contemplate,” “expect,” “seek,” “estimate,” “continue,” “plan,” “point to,” “project,” “predict,” “could,” “intend,” “target,” “will,” “potential” and other similar words and expressions of the future.
| • | our ability to improve our margins, extend our cash runway and reach a potential pathway to profitability; |
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| • | our ability to continue as a going concern within 12 months of the filing of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, which requires us to manage costs and obtain significant additional financing to fund our strategic plans and commercialization efforts; |
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| • | our ability to execute on our strategy and achieve our objectives; |
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| • | the impact and utility of our cost savings initiative and our recent financing; |
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| • | our ability to continue to drive OGM (as defined below) adoption by potential customers for routine use in genomic analysis; |
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| • | the impact, or lack thereof, of Category I CPT codes to accelerate or increase the adoption of OGM; |
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| • | continued research, presentations and publications involving OGM and its utility compared to traditional cytogenetics and our technologies; |
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| • | the impact of our Stratys™ system and VIA™ software to increase throughput and simplify analysis of OGM data; |
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| • | our ability to drive adoption of OGM and our technology solutions; |
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| • | our ability to further deploy new products and applications for our technology platforms; |
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| • | our expectations and beliefs regarding future growth of the business and the markets in which we operate; |
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| • | our ability to consummate any strategic alternatives including the risk that if we fail to obtain additional financing we may seek relief under applicable insolvency laws; |
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| • | our ability to manage the growth of our business and integrate acquired businesses; |
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| • | our ability to expand our commercial organization to address effectively existing and new markets that we intend to target; |
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| • | the impact from future regulatory, judicial, and legislative changes or developments in the U.S. and foreign countries; |
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| • | our ability to compete effectively in a competitive industry; |
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| • | the introduction of competitive technologies or improvements in existing technologies and the success of any such technologies; |
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| • | the performance of our third-party contract sales organizations, suppliers and manufacturers; |
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| • | the accuracy of our estimates regarding expenses, future revenues, reimbursement rates, capital requirements and needs for additional financing; |
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| • | the impact of adverse geopolitical and macroeconomic developments, such as recent and future bank failures, the ongoing conflicts between Ukraine and Russia and in the Middle East, and related sanctions, regional or global pandemics, inflation, increased cost of goods, supply chain issues, and global financial market conditions; on our business and operations, as well as the business or operations of our suppliers, customers, manufacturers, research partners and other third parties with whom we conduct business and our expectations with respect to the duration of such impacts and the resulting effects on our business; |
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| • | our ability to realize the anticipated benefits and synergies of our prior and any future acquisitions or other strategic transactions; |
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| • | our ability to attract collaborators and strategic partnerships; and |
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| • | other factors discussed in our most recent Annual Report on Form 10-K and any other subsequent filings we make with the SEC. |
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The foregoing does not represent an exhaustive list of matters that may be covered by the forward-looking statements contained herein or risk factors that we are faced with that may cause our actual results to differ from those anticipated in such forward-looking statements. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. You should refer to the “Risk Factors” section of this prospectus for a discussion of important factors that may cause our actual results to differ materially from those expressed or implied by our forward-looking statements. You should review the factors and risks and other information we describe in the reports we will file from time to time with the Securities and Exchange Commission (the “SEC”) after the date of this prospectus.
All forward-looking statements are expressly qualified in their entirety by this cautionary note. You are cautioned to not place undue reliance on any forward-looking statements, which speak only as of the date of this prospectus or the date of the document incorporated by reference into this prospectus. You should read this prospectus and the documents that we reference in this prospectus and have filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect. We have no obligation, and expressly disclaims any obligation, to update, revise or correct any of the forward-looking statements, whether as a result of new information, future events or otherwise. We have expressed our expectations, beliefs and projections in good faith and believe they have a reasonable basis. However, we cannot assure you that our expectations, beliefs or projections will result or be achieved or accomplished.
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