STANDARD BIOTOOLS INC.
For the period ended Sep 30, 2026. Filed Nov 3, 2026.
View on SEC.govAbout 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.
Sep 30, 2026 · Filed Nov 3, 2026
LAB$0.64+2.2%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-08-05.
0001193125-26-335103
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-03.
0001193125-26-445534
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe 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 104 previous paragraphs and 108 current paragraphs.
66 unchanged; 28 reworded; 14 added; 9 removed; 1 previous and 0 current paragraphs rearranged.
Tables are not compared: 5 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 (14)
Current report
Sale of Legacy Businesses
Current report
On July 28, 2026, we entered into a Share and Asset Purchase Agreement (the “Multiplex Bio Purchase Agreement”) with Multiplex Bio Inc. (“Multiplex Bio”), pursuant to which Multiplex Bio agreed to acquire our mass cytometry business (the “Mass Cytometry Business”). On September 30, 2026, our board of directors determined that it had received a superior proposal for the Mass Cytometry Business from GMT Venture Partners, LLC (“GMT Venture”).
Current report
On September 30, 2026, we terminated our agreement to sell the Mass Cytometry Business to Multiplex Bio and agreed to pay a $1.5 million termination fee, $1.0 million of which GMT Venture agreed to pay on our behalf. The same day, we agreed to sell the Mass Cytometry Business to Element Biosystems, LLC for $5.5 million in cash, subject to stockholder approval and completion of the Merger (the “Mass Cytometry Divestiture”).
Current report
On October 4, 2026, we agreed to sell our microfluidics business to ARCHIMED (the “Microfluidics Divestiture”). See Note 2, Merger Agreement, and Note 15, Subsequent Events, to our condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q, for additional information.
Current report
For the nine months ended September 30, 2026, total revenue decreased $0.9 million, or 1%, compared to the prior year period. The decrease was driven by a $1.4 million, or 8%, decline in instruments revenue and a $0.9 million, or 5%, decline in services and other revenue, partially offset by a $1.4 million, or 5%, increase in consumables revenue.
Current report
For the three months ended September 30, 2026, gross profit increased $1.3 million, or 14%, compared to the prior year period, despite slightly lower revenue. The increase was primarily due to favorable consumables pricing and lower warranty expenses, as well as lower excess and obsolete inventory and scrap charges. These improvements were partially offset by an unfavorable instrument mix.
Current report
For the nine months ended September 30, 2026, gross profit increased $1.5 million, or 5%, compared to the prior year period, despite slightly lower revenue. The increase was primarily due to favorable consumables pricing, lower warranty expenses, and lower excess and obsolete inventory and scrap charges.
Current report
For the three months ended September 30, 2026, SG&A expense decreased by $9.8 million, or 37%, compared to the prior year period. The decrease primarily reflects a $4.6 million reduction in personnel-related costs and a $1.3 million reduction in stock-based compensation expense due to restructuring activities undertaken in 2025, as well as a $2.0 million decrease in accounting, legal and professional fees. SG&A expense for the three months ended September 30, 2026 also reflects $0.5 million of reimbursements from Illumina for information technology, accounting and other services provided under the transition services agreement entered into in connection with the sale of the SomaScan Business, which are recorded as a reduction of SG&A expense.
Current report
Restructuring and related charges decreased by $7.3 million, or 78%, and $4.7 million, or 37%, for the three and nine months ended September 30, 2026, respectively, compared to the prior year periods. The decreases were primarily due to lower severance and other personnel-related costs of $6.4 million and $6.5 million, respectively, as the workforce reductions associated with our 2025 restructuring activities were substantially completed in 2025. The prior year periods also included $2.2 million of stock-based compensation expense related to the accelerated vesting of awards for executives who departed in connection with the restructuring, which did not recur. These decreases were partially offset by higher facilities-related charges of $1.0 million and $3.2 million for the three and nine months ended September 30, 2026, respectively, associated with facilities that were vacated as part of the restructuring.
Current report
For the three months ended September 30, 2026, other (expense) income, net increased by $2.0 million compared to the prior year period. The increase was primarily due to the favorable impact of foreign currency exchange rates on intercompany balances compared to the prior year period.
Current report
Income (Loss) from Discontinued Operations
Current report
Income from discontinued operations, net of tax, was $28.5 million for the three months ended September 30, 2026, compared to a loss of $3.0 million in the prior year period. The current period reflects the $30.0 million gain recognized in connection with the Termination Agreement with Illumina, net of $1.5 million of related income tax expense. The prior year period reflects the operating results of the SomaScan Business, which was sold in January 2026.
Current report
Income from discontinued operations, net of tax, increased by $186.4 million for the nine months ended September 30, 2026 compared to the prior year period, primarily due to the $202.3 million pre-tax gain recognized on the sale of the SomaScan Business, including the $30.0 million gain recognized in the third quarter in connection with the Termination Agreement, partially offset by $41.8 million of related income tax expense.
Current report
Our operating lease obligations include the lease for our former South San Francisco office, which expires in April 2030. Although we have subleased the entirety of the premises, the amounts payable by our subtenants are lower than our obligations under the lease, and we expect to continue to incur net cash outflows related to these premises through the end of the lease term. In addition, it is reasonably possible that we will recognize an impairment of the related right-of-use asset upon the sale of our mass cytometry and microfluidics businesses. See Note 6, Commitments and Contingencies, in the notes to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.
Removed paragraphs (9)
Previous report
Loss from Discontinued Operations
Previous report
For the six months ended June 30, 2026, total revenue decreased $0.7 million, or 2%, compared to the prior year period. In the first quarter of 2026, total revenue increased $0.9 million, or 5%, compared to the prior year quarter, driven primarily by higher consumables revenue and partially offset by a decline in instrument revenue. In the second quarter of 2026, total revenue decreased $1.7 million, or 8%. First quarter growth therefore offset the majority of the second quarter decline in the year-to-date results.
Previous report
For the three months ended June 30, 2026, gross profit decreased $0.1 million, or 1%, compared to the prior year period, primarily due to the decline in our revenue.
Previous report
For the six months ended June 30, 2026, gross profit increased $0.2 million, or 1%, compared to the prior year period, as lower cost of revenue more than offset the decline in our revenue.
Previous report
For the three months ended June 30, 2026, SG&A expense decreased by $11.7 million, or 42%, compared to the prior year period. The reduction in SG&A expense was primarily driven by a decrease in personnel-related costs due to restructuring activities undertaken during 2025.
Previous report
Restructuring and related charges for the three and six months ended June 30, 2026 increased by $1.1 million and $2.6 million, or 63% and 80%, respectively, compared to the prior year periods. The increase was primarily driven by an increase in facilities-related charges associated with our former South San Francisco office, which was vacated in connection with the consolidation of our R&D function into our Singapore facility in 2025.
Previous report
For the six months ended June 30, 2026, other (expense) income, net decreased by $11.8 million compared to the prior year period. The decrease primarily reflects $4.8 million of foreign currency exchange losses and $1.4 million of net losses on our equity investments, consisting of $2.5 million of unrealized losses partially offset by $1.2 million of realized gains. The prior year period included $1.9 million of foreign currency exchange gains, a $3.4 million gain from the remeasurement of a contingent consideration liability, and a $0.2 million gain from the remeasurement of warrants, with no comparable remeasurement activity during the six months ended June 30, 2026.
Previous report
Loss from discontinued operations decreased by $10.6 million for the three months ended June 30, 2026, compared to the corresponding period in 2025. The decrease occurred because the SomaScan Business was sold in January 2026, and therefore the only discontinued operations activity during the second quarter of 2026 related to $4.2 million of indemnification expense recorded during the period.
Previous report
Income from discontinued operations increased by $154.9 million for the six months ended June 30, 2026, compared to the corresponding period in 2025. The increase was driven by the gain on sale recorded for the SomaScan Business during 2026.
Reworded paragraphs (28)
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 elsewhere in this Quarterly Report on Form 10-Q, and the audited financial information and the notes thereto included in our Annual Report. Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report on Form 10-Q, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including those factors set forth in the “Risk Factors” section of our Annual Report and this Quarterly Report on Form 10-Q, as updated and/or supplemented in subsequent filings with the SEC, our actual results could differ materially from the results described in, or implied by, the forward-looking statements contained in the following discussion and analysis.
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 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 Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 filed with the SEC on August 5, 2026, and this Quarterly Report on Form 10-Q, as updated and/or supplemented in subsequent filings with the SEC, our actual results could differ materially from the results described in, or implied by, the forward-looking statements contained in the following discussion and analysis.
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 – 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.
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 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
On June 6, 2026, we entered into an Agreement and Plan of Merger and Reorganization (the "Merger Agreement") with Treeline Biosciences, Inc. ("Treeline") and Siri Merger Sub, Inc., our wholly owned subsidiary ("Merger Sub"), pursuant to which we and Treeline will combine in an all-stock merger. Pursuant to the Merger Agreement, Merger Sub will merge with and into Treeline, with Treeline surviving as our wholly owned subsidiary (the "Merger") and, together with the other transactions contemplated by the Merger Agreement, the “Transactions”). At the effective time of the Merger (the “Effective Time”), we will be renamed Treeline Biosciences Holdings, Inc. and will effect a reverse stock split of our outstanding common stock, if not effected prior to the Effective Timeas permitted by the Merger Agreement.
Current wording
On June 6, 2026, we entered into an Agreement and Plan of Merger and Reorganization (the "Merger Agreement") with Treeline Biosciences, Inc. ("Treeline") and Siri Merger Sub, Inc., our wholly owned subsidiary ("Merger Sub"), pursuant to which we and Treeline will combine in an all-stock merger. Pursuant to the Merger Agreement, Merger Sub will merge with and into Treeline, with Treeline surviving as our wholly owned subsidiary (the "Merger") and, together with the other transactions contemplated by the Merger Agreement, the “Transactions”). At the effective time of the Merger (the “Effective Time”), we will be renamed Treeline Biosciences, Inc. and will effect a reverse stock split of our outstanding common stock, if not effected prior to the Effective Time as permitted by the Merger Agreement.
Previous wording
Prior to the Effective Time, we expect to declare a dividend to our stockholders of one contingent value right (“CVR”) for each outstanding share of our common stock. Each CVR will entitle the holder to receive, for each 12-month payment period during the five-year term of the CVR agreement (the “CVR Agreement”, a pro rata portion of the net proceeds received by the combined company from specified sources, less certain permitted deductions, including proceeds from the sale, disposition, or other monetization of our mass cytometry and microfluidics businesses (the “Legacy Business”); proceeds from convertible notes or other investments held by us as of the closing date (the “Closing Date”); contingent payments due to us under contracts in effect as of the
Current wording
Prior to the Effective Time, we expect to declare a dividend to our stockholders of one contingent value right (“CVR”) for each outstanding share of our common stock. Each CVR will entitle the holder to receive, for each 12-month payment period during the five-year term of the CVR agreement (the “CVR Agreement”), a pro rata portion of the net proceeds received by the combined company from specified sources, less certain permitted deductions, including proceeds from the sale, disposition, or other monetization of our mass cytometry and microfluidics businesses (the “Legacy Businesses”); proceeds from convertible notes or other investments held by us as of the closing date (the “Closing Date”); contingent payments due to us under contracts in effect as of the Closing Date; and certain other amounts specified in the CVR Agreement. Payments in respect of the CVRs will be settled in shares of the combined company's common stock, subject to a maximum of 76.0 million shares issuable under the CVR Agreement.
Previous wording
Under the Merger Agreement, we must use commercially reasonable efforts to effect the sale, license, transfer, disposition, divestiture or other monetization of our mass Legacy Business. If we have not entered into a definitive agreement for the disposition of any portion of these businesses on or before the date the registration statement on Form S-4 filed in connection with the Merger is declared effective, we are required to commence mutually agreed wind-down activities with respect to that portion of the business.
Current wording
Under the Merger Agreement, we must use commercially reasonable efforts to effect the sale, license, transfer, disposition, divestiture or other monetization of our Legacy Businesses. If we had not entered into a definitive agreement for the disposition of any portion of these businesses on or before the date the registration statement on Form S-4 filed in connection with the Merger was declared effective, we would have been required to commence mutually agreed wind-down activities with respect to that portion of the business.
Previous wording
Completion of the Merger is subject to customary closing conditions, including approval by our stockholders of the share issuance and an amendment to our certificate of incorporation, effectiveness of the registration statement on Form S-4, continued listing of our common stock on Nasdaq and approval for listing of the shares issuable in the Merger, and expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act. The Merger is expected to close in the second half of 2026. If the Merger is not consummated by March 31, 2027, either party may terminate the Merger Agreement. Upon termination under specified circumstances, we may be required to pay Treeline a termination fee of $16.1 million or to reimburse Treeline's transaction expenses up to $5.0 million.
Current wording
Completion of the Merger is subject to customary closing conditions, including approval by our stockholders of the share issuance and an amendment to our certificate of incorporation, continued listing of our common stock on Nasdaq and approval for listing of the shares issuable in the Merger. The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, was terminated early on July 21, 2026, and the registration statement on Form S-4 was declared effective by the SEC on October 21, 2026. The special meeting of our stockholders to vote on the proposals related to the Merger and the sale of the Mass Cytometry Business is scheduled for November 19, 2026. The Merger is expected to close in the fourth quarter of 2026. If the Merger is not consummated by March 31, 2027, either party may terminate the Merger Agreement. Upon termination under specified circumstances, we may be required to pay Treeline a termination fee of $16.1 million or to reimburse Treeline's transaction expenses up to $5.0 million.
Previous wording
At closing, we received net cash consideration of $388.2 million, which includes $25.0 million of contingent consideration received, that was based on the achievement of specified revenue thresholds during fiscal year 2025. In addition, we are eligible to receive additional contingent earnout payments of up to $50.0 million based on the achievement of specified revenue thresholds for SomaScan assay services and related products during fiscal year 2026. We will recognize the contingent earnout consideration as it is realized.
Current wording
At closing, we received net cash consideration of $388.2 million, which includes $25.0 million of contingent consideration received, that was based on the achievement of specified revenue thresholds during fiscal year 2025. We were also eligible to receive additional contingent earnout payments of up to $50.0 million based on the achievement of specified revenue thresholds for SomaScan assay services and related products during fiscal year 2026.
Previous wording
In addition, at the closing of the Transaction, as additional consideration, we and Illumina entered into (i) a royalty agreement, pursuant to which we are entitled to a specified royalty stream on net revenues generated from sales of SOMAmer-based next-generation sequencing library preparation kits, (ii) a license agreement, pursuant to which Illumina provided a specified license to us for the intellectual property relating to Single SOMAmers for potential development and commercialization of Single SOMAmer reagents for use in single plex affinity assays, and (iii) a royalty agreement, pursuant to which we are entitled to a specified royalty stream on net revenues generated from sales of Single SOMAmers. The royalty rates are low- to mid-single digit percentages.
Current wording
In addition, at the closing of the Transaction, as additional consideration, we and Illumina entered into (i) a royalty agreement, pursuant to which we were entitled to a specified royalty stream on net revenues generated from sales of SOMAmer-based next-generation sequencing library preparation kits, (ii) a license agreement, pursuant to which Illumina provided a specified license to us for the intellectual property relating to Single SOMAmers for potential development and commercialization of Single SOMAmer reagents for use in single plex affinity assays, and (iii) a royalty agreement, pursuant to which we were entitled to a specified royalty stream on net revenues generated from sales of Single SOMAmers. The royalty rates were low- to mid-single digit percentages. On July 24, 2026, we entered into a Termination, Waiver and Release Agreement with Illumina, under which we received $30.0 million in cash in exchange for waiving our right to the 2026 earnout and terminating the royalty and license agreements entered into at closing.
Previous wording
On August 28, 2025, we initiated a plan to consolidate our South San Francisco-based R&D capabilities into our Singapore facility to co-locate with our manufacturing operations and implemented a reduction in force of certain U.S. employees in our R&D function, including members of our management team. As part of this consolidation, we transferred our headquarters to Boston, Massachusetts and vacated our South San Francisco office on December 31, 2025.
Current wording
On August 28, 2025, we initiated a plan to consolidate our South San Francisco-based research and development (“R&D”) capabilities into our Singapore facility to co-locate with our manufacturing operations and implemented a reduction in force of certain U.S. employees in our R&D function, including members of our management team. As part of this consolidation, we transferred our headquarters to Boston, Massachusetts and vacated our South San Francisco office on December 31, 2025.
Previous wording
Cost of product revenue consists primarily of raw materials, equipment and production costs, salaries and other personnel costs, overhead and other direct costs related to product revenue. In addition, cost of product revenue includes amortization of developed technology, royalty costs for licensed technologies included in our products, warranty costs, provisions for excess and obsolete inventory, and stock-based compensation expense, and shipping and handling costs. Cost of product revenue is recognized in the period the related revenue is recognized. Shipping and handling costs incurred for product shipments are included in cost of product revenue in the consolidated statements of operations. Our cost of product revenue and related product margin may fluctuate depending on the capacity utilization of our manufacturing facilities in response to market conditions and the demand for our products.
Current wording
Cost of product revenue consists primarily of raw materials, equipment and production costs, salaries and other personnel costs, overhead and other direct costs related to product revenue. In addition, cost of product revenue includes amortization of developed technology, royalty costs for licensed technologies included in our products, warranty costs, provisions for excess and obsolete inventory, stock-based compensation expense, and shipping and handling costs. Cost of product revenue is recognized in the period the related revenue is recognized. Shipping and handling costs incurred for product shipments are included in cost of product revenue in the condensed consolidated statements of operations. Our cost of product revenue and related product margin may fluctuate depending on the capacity utilization of our manufacturing facilities in response to market conditions and the demand for our products.
Previous wording
Restructuring and related charges primarily consist of severance costs related to our recent reduction-in-force and facilities costs for floors we have subleased or have the intent to sublease (net of sublease income) under our South San Francisco facility lease. These costs, including a reduction in force, are incurred to improve operational efficiency, achieve cost savings and align our workforce to the future needs of the business.
Current wording
Restructuring and related charges primarily consist of severance costs related to our recent reduction-in-force and facilities costs for floors we have subleased or have the intent to sublease (net of sublease income) under our South San Francisco facility lease. These costs are incurred to improve operational efficiency, achieve cost savings and align our workforce to the future needs of the business.
Previous wording
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 wording
Income (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.
Previous wording
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 wording
The income (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.
Previous 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, 2026 and 2025 ($ 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 nine months ended September 30, 2026 and 2025 ($ in thousands):
Previous wording
For the three months ended June 30, 2026, total revenue decreased $1.7 million, or 8%, compared to the prior year period. The decrease was driven primarily by a $1.1 million, or 10%, decline in consumables revenue and a $0.5 million, or 8%, decline in services and other revenue. Instrument revenue was substantially unchanged compared to the prior year period.
Current wording
For the three months ended September 30, 2026, total revenue decreased $0.2 million, or 1%, compared to the prior year period. The decrease was driven by a $0.7 million, or 12%, decline in services and other revenue and a $0.4 million, or 4%, decline in consumables revenue, partially offset by a $0.9 million, or 18%, increase in instruments revenue.
Previous wording
For the three months ended June 30, 2026, R&D expense decreased by $4.2 million, or 68%, compared to the prior year period. The reduction in R&D expense was primarily driven by a decrease in personnel-related costs due to restructuring activities undertaken during 2025.
Current wording
For the three months ended September 30, 2026, R&D expense decreased by $4.3 million, or 67%, compared to the prior year period. The reduction in R&D expense was primarily driven by a decrease in personnel-related costs due to restructuring activities undertaken during 2025.
Previous wording
For the six months ended June 30, 2026, R&D expense decreased $7.6 million, or 65%, compared to the prior year period. The reduction reflects the deferral of long-horizon R&D projects, which reduced material and supply costs as well as consulting fees. Additionally, the current period benefited from restructuring activities completed in 2025, which reduced corporate overhead costs and personnel-related costs.
Current wording
For the nine months ended September 30, 2026, R&D expense decreased $11.8 million, or 66%, compared to the prior year period. The reduction reflects the deferral of long-horizon R&D projects, which reduced material and supply costs as well as consulting fees. Additionally, the current period benefited from restructuring activities completed in 2025, which reduced corporate overhead costs and personnel-related costs.
Previous wording
For the six months ended June 30, 2026, SG&A expense decreased by $22.9 million, or 40%, compared to the prior year period. The decrease primarily reflects a $10.3 million reduction in personnel-related costs and a $4.3 million reduction in stock-based compensation expense due to restructuring activities undertaken in 2025. Additionally, marketing and advertising expense declined by $2.4 million, and consulting fees declined by $1.8 million due to an increased focus by management on expense reduction during 2026.
Current wording
For the nine months ended September 30, 2026, SG&A expense decreased by $32.7 million, or 39%, compared to the prior year period. The decrease primarily reflects a $14.9 million reduction in personnel-related costs and a $5.5 million reduction in stock-based compensation expense due to restructuring activities undertaken in 2025. SG&A expense for the nine months ended September 30, 2026 also reflects $3.0 million of reimbursements from Illumina for services provided under the transition services agreement, which are recorded as a reduction of SG&A expense. Additionally, consulting fees and accounting, legal and professional fees declined by $1.9 million each due to an increased focus by management on expense reduction during 2026.
Previous wording
Transaction and integration expenses for the three and six months ended June 30, 2026 increased by $14.5 million and $13.3 million, respectively, compared to the prior year periods. The costs incurred were primarily incurred in connection with the Merger Agreement with Treeline.
Current wording
Transaction and integration expenses for the three and nine months ended September 30, 2026 increased by $9.6 million and $22.8 million, respectively, compared to the prior year periods. The costs were primarily incurred in connection with the Merger Agreement with Treeline.
Previous wording
Interest income, net increased by $2.2 million and $2.8 million, or 88% and 51%, during the three and six months ended June 30, 2026 compared to the prior year periods. The increase was primarily attributable to higher money market fund and investment balances resulting from cash proceeds received in connection with the sale of the SomaScan Business.
Current wording
Interest income, net increased by $2.8 million and $5.5 million, or 129% and 73%, respectively, during the three and nine months ended September 30, 2026 compared to the prior year periods. The increases were primarily attributable to higher money market fund and investment balances resulting from cash proceeds received in connection with the sale of the SomaScan Business.
Previous wording
For the three months ended June 30, 2026, other (expense) income, net decreased by $5.6 million compared to the prior year period. The decrease was primarily driven by $1.5 million of foreign currency exchange losses in the current period compared to $5.0 million of foreign currency exchange gains in the prior year period, partially offset by $1.0 million of unrealized gains on our equity investments.
Current wording
For the nine months ended September 30, 2026, other (expense) income, net decreased by $9.8 million compared to the prior year period. The decrease was primarily due to $4.7 million of foreign currency exchange losses in the current period compared to $3.2 million of foreign currency exchange gains in the prior year period, a $3.4 million gain from the remeasurement of a contingent consideration liability in the prior year period that did not recur, and $1.6 million of net losses on our equity investments in the current period.
Previous wording
We have experienced operating losses since inception and have an accumulated deficit of $1,160.2 million as of June 30, 2026. To date, we have funded our operating losses primarily through acquisitions, divestitures, equity offerings, term loans, convertible notes and redeemable preferred stock. Our ability to fund future operations and meet debt covenant requirements will depend upon our level of future revenue and operating cash flow and our ability to access additional funding through acquisitions, divestitures, equity offerings, or issuances of debt instruments.
Current wording
We have experienced operating losses since inception and have an accumulated deficit of $1,146.8 million as of September 30, 2026. To date, we have funded our operating losses primarily through acquisitions, divestitures, equity offerings, term loans, convertible notes and redeemable preferred stock. Our ability to fund future operations will depend upon our level of future revenue and operating cash flow and our ability to access additional funding through acquisitions, divestitures, equity offerings, or issuances of debt instruments.
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 or disposing of our 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; 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 investments. Our collective balances of cash, cash equivalents and investments were $544.0 million and $213.3 million at June 30, 2026 and December 31, 2025, respectively.
Current wording
Our principal sources of liquidity are cash, cash equivalents and investments. Our collective balances of cash, cash equivalents and investments were $559.4 million and $213.3 million at September 30, 2026 and December 31, 2025, respectively.
Previous wording
In the six months ended June 30, 2026, we used $56.0 million of proceeds from the sale of the SomaScan Business to help fund $56.9 million of net cash used in operating activities. In the six months ended June 30, 2025, we used $49.1 million of net proceeds from the sales and maturities of investments to help fund $51.0 million of net cash used in operating activities.
Current wording
In the nine months ended September 30, 2026, net cash used in operating activities of $63.1 million was funded by proceeds from the sale of the SomaScan Business, with the remaining proceeds invested in short- and long-term investments or held as cash and cash equivalents. In the nine months ended September 30, 2025, we used $43.3 million of net proceeds from the sales and maturities of investments to help fund $73.2 million of net cash used in operating activities.
Previous wording
Net cash used in operating activities increased by $6.0 million for the six months ended June 30, 2026 compared to the same period in 2025. The increase was attributable to the first quarter of 2026, during which net cash used in operating activities increased $16.3 million compared to the prior year quarter, primarily reflecting $12.1 million of higher transaction and restructuring cost payments and a $10.1 million increase in bonus payments. In the second quarter of 2026, net cash used in operating activities decreased approximately $10.3 million compared to the prior year quarter, reflecting lower cash payments for ongoing operating expenses as a result of our cost reduction initiatives.
Current wording
Net cash used in operating activities decreased by $10.1 million for the nine months ended September 30, 2026 compared to the same period in 2025. During the first quarter of 2026, net cash used in operating activities increased $16.3 million compared to the prior year quarter, primarily reflecting $12.1 million of higher transaction and restructuring cost payments and a $10.1 million increase in bonus payments. This increase was more than offset in the second and third quarters of 2026, during which net cash used in operating activities decreased $26.4 million compared to the prior year periods, reflecting lower cash payments for ongoing operating expenses as a result of our cost reduction initiatives.
Previous wording
Net cash provided by investing activities was $205.5 million for the six months ended June 30, 2026, compared to $42.1 million for the same period in 2025. The increase was primarily attributable to $388.2 million of cash consideration received in connection with the sale of the SomaScan Business, partially offset by $181.8 million of net purchases of investments funded with a portion of the sale proceeds.
Current wording
Net cash provided by investing activities was $210.3 million for the nine months ended September 30, 2026, compared to $35.4 million for the same period in 2025. The increase was primarily attributable to $410.7 million of cash consideration received in connection with the sale of the SomaScan Business, consisting of $388.2 million received at closing and $30.0 million received from Illumina in July 2026, net of $7.5 million of indemnification payments, partially offset by $199.5 million of net purchases of investments funded with a portion of the sale proceeds.
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, 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 to which there have been no changes from those described in the Annual Report.
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 Part II, Item 7 in our Annual Report for additional information regarding our critical accounting policies and estimates to which there have been no changes from those described in the Annual Report.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
Closing Date, including the contingent consideration from Illumina described in Note 3 to our accompanying financial statements appearing elsewhere in this Quarterly Report on Form 10-Q; and certain other amounts specified in the CVR agreement. Payments in respect of the CVRs will be settled in shares of the combined company's common stock, subject to a maximum of 76.0 million shares issuable under the CVR Agreement.