STANDARD BIOTOOLS INC.
For the period ended Sep 30, 2026. Filed Nov 3, 2026.
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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 Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-08-05.
0001193125-26-335103
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-03.
0001193125-26-445534
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresThe 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 87 previous paragraphs and 23 current paragraphs.
12 unchanged; 8 reworded; 2 added; 67 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 4 previous and 0 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 (2)
Current report
The representations and warranties of the parties contained in the Merger Agreement will not survive the Closing, and the combined company will have no post-closing indemnification rights for breaches thereof.
Current report
The Merger Agreement provides that all of the representations and warranties of the parties contained therein shall not survive the Closing. As a result, following the consummation of the Merger, neither the combined company nor any of its stockholders will have any remedy available under the Merger Agreement if it is later revealed that there was a breach of any of the representations or warranties made by us at or prior to the time of the Merger. This means that the combined company will bear the risk of any of our undisclosed or unknown liabilities that existed at or prior to the Closing, and the combined company’s stockholders will have no contractual recourse against our former stockholders for any such liabilities. This is a material departure from the protections typically available in private company acquisition transactions, where the representations and warranties of the target company often survive the closing for a specified period and the acquiror has indemnification rights for breaches thereof. The absence of post-closing indemnification protections could have a material adverse effect on the combined company’s financial condition and results of operations if undisclosed liabilities materialize after the Closing.
Removed paragraphs (67)
Previous report
We could fail to maintain the listing of our common stock on the Nasdaq Stock Market LLC (“Nasdaq”), which could seriously harm the liquidity of our shares and our ability to raise capital or complete a strategic transaction.
Previous report
Nasdaq has established continued listing requirements, including a requirement to maintain a minimum closing bid price of at least $1.00 per share. On April 20, 2026, we received a written notice from Nasdaq notifying us that, because the closing bid price for our common stock had fallen below $1.00 per share for 30 consecutive business days, we no longer met the minimum bid price requirement (the “Bid Price Requirement”) for continued inclusion on The Nasdaq Global Select Market. Under Nasdaq Listing Rule 5810(c)(3)(A), we had a 180-calendar day period, or until October 19, 2026, to regain compliance with the Bid Price Requirement. On June 5, 2026, we received a letter from the Listing Qualifications Department indicating that we had regained compliance with the Bid Price Requirement, as our common stock had a minimum closing bid price of at least $1.00 per share for a minimum of 10 consecutive business days during the 180-calendar day period.
Previous report
On July 22, 2026, we received a written notice from Nasdaq notifying us that we again did not meet the Bid Price Requirement. Under Nasdaq Listing Rule 5810(c)(3)(A), we have a 180-calendar day period, or until January 19, 2027 (the “Compliance Date”), to regain compliance with the Bid Price Requirement. If we do not regain compliance by the Compliance Date, we may be eligible for an additional 180-calendar day period, subject to satisfying the conditions in the applicable Nasdaq Listing Rules. There can be no assurance that we will be able to regain compliance with the bid price requirement within the 180-calendar day compliance period provided by Nasdaq rules or maintain compliance with other Nasdaq requirements in the future. If we are not able to maintain compliance with Nasdaq requirements, our common stock may be delisted from Nasdaq, which could have a material adverse effect on us and our stockholders, including by reducing the liquidity of our shares and having a material adverse effect on our ability to raise capital or complete a strategic transaction.
Previous report
We and Treeline may not be successful in consummating the Merger.
Previous report
There can be no assurance that the Merger with Treeline will be successfully consummated or lead to increased stockholder value. The completion of the Merger is dependent on a number of factors that may be beyond our control, including, among other things, market conditions, regulatory approval and stockholder approval. Any failure to consummate the Merger would have a material adverse effect on our business and could significantly impair our ability to enter into alternative strategic transactions.
Previous report
The process of completing the Merger is costly, time-consuming and complex. We have incurred, and may in the future incur, significant costs related to the Merger, including legal and accounting fees and expenses and other related charges, which have been and will be incurred regardless of whether the Merger is completed. We may also incur additional unanticipated expenses in connection with the Merger. These expenses will decrease the remaining cash available for use in our business. Also, the Merger could have a variety of negative consequences, or yield unexpected results, that adversely affect our business and decrease the remaining cash available for use in the combined company’s future business.
Previous report
If the Merger is not completed in a timely fashion, we may experience reputational harm and the value of our common stock may be adversely impacted. In addition, speculation regarding the completion of the Merger and perceived uncertainties related to our future could cause our stock price to fluctuate significantly. Also, if the Merger Agreement is terminated and our board of directors determines to seek another business combination, there can be no assurance that we will be able to find another third party to transact a business combination with, yielding comparable or greater benefits.
Previous report
The consummation of the Merger is subject to various conditions, including approval by our stockholders, regulatory approval and obtaining approval by Nasdaq to list our common stock. Failure to satisfy these conditions would prevent the Closing.
Previous report
The Merger Agreement contains a number of conditions that must be satisfied or waived (to the extent permitted by applicable law) in order to consummate the Merger, some of which are not within our control. These conditions include, among others:
Previous report
Any failure to satisfy or, to the extent permitted by applicable law, waive these required closing conditions may prevent, delay or otherwise materially adversely affect the consummation of the Merger. We cannot predict with certainty whether or when any of the required conditions will be satisfied or, to the extent permitted by applicable law, waived, and cannot assure you that we will be able to successfully consummate the Merger as currently contemplated under the Merger Agreement or at all.
Previous report
In addition, the Merger might not be consummated because Treeline or we may elect to terminate the Merger Agreement in certain circumstances. Upon termination of the Merger Agreement under specified circumstances, including if Treeline terminates the Merger Agreement due to a change in our board recommendation in favor of the Transactions, we will be required to make a payment to Treeline equal to $16.1 million in cash. In addition, we will be required to reimburse Treeline’s reasonable out-of-pocket fees in connection with the Transactions up to a maximum of $5 million if the Merger Agreement is terminated due to a failure to obtain the required approval of our stockholders.
Previous report
The Merger consideration paid at Closing may have a greater or lesser value than at the time the Merger Agreement was signed or at the time of the special meeting of stockholders related to the Merger. The value of the Merger consideration will be impacted by fluctuations in the market price of our common stock.
Previous report
In connection with the Closing of the Merger, each share of Treeline common stock and Treeline preferred stock issued and outstanding immediately prior to the Effective Time will be converted into the right to receive a number of shares of our common stock based on the Exchange Ratio calculated in accordance with the Merger Agreement , provided that the number of shares of our common stock which each holder of Treeline capital stock is entitled to receive will be rounded down to the nearest whole share and computed after aggregating all shares of Treeline capital stock held by such holder, with no cash payable in lieu of fractional shares.
Previous report
The Exchange Ratio will not be adjusted in the event of any change in the market price of our common stock and, as a result, prior to the Effective Time, our stockholders cannot be sure of the value of our common stock to be issued in connection with the Merger. Changes in our stock price can result from a variety of factors, including general market, industry and economic conditions, changes in Treeline’s and our respective businesses, operations and prospects, regulatory considerations, results of the special meeting of our stockholders at which the stockholders will be asked to vote on proposals related to the approval of the Merger (the “Special Meeting”), announcements with respect to the Merger or any of the foregoing, and other factors beyond our control.
Previous report
The exact dollar value of the shares of our common stock that stockholders of each company will hold upon consummation of the Merger will not be known at the time of the Special Meeting and may be greater than, the same as or less than the market price of our common stock at the time of the Special Meeting. The market price of our common stock is subject to general price fluctuations in the market for publicly traded equity securities and has experienced volatility in the past and may vary significantly after the date of the Special Meeting. As a result of these fluctuations, the value of the Merger consideration will also vary.
Previous report
The Exchange Ratio, which determines the number of shares to be issued to the Treeline stockholders, will vary based on the extent to which Parent Net Cash at Closing is more than $451 million or less than $449 million.
Previous report
The value of the Merger consideration will also be impacted by the amount of Parent Net Cash (as defined in the Merger Agreement) that we have at Closing. The Exchange Ratio, which determines the number of shares of our common stock to be issued to former Treeline stockholders, will vary in part based on the amount of Parent Net Cash that we have at Closing. To the extent that Parent Net
Previous report
Cash is more than $451 million, the Exchange Ratio will be lower and Treeline stockholders will receive fewer shares of our common stock; to the extent that Parent Net Cash is less than $449 million, the Exchange Ratio will be higher and Treeline stockholders will receive more shares of our common stock, resulting in incremental dilution to our stockholders. The term “Parent Net Cash,” as defined in the Merger Agreement, will be reduced by the amount of certain of our liabilities at Closing.
Previous report
The Merger Agreement contains provisions that could discourage a potential competing acquirer of us or Treeline.
Previous report
The Merger Agreement contains “no shop” provisions that restrict each of our and Treeline’s ability to solicit, initiate, induce, knowingly encourage or knowingly facilitate, or take any other action designed to facilitate, competing third-party proposals relating to a merger, reorganization or consolidation of the respective company or an acquisition of the respective company’s stock or assets. In addition, we generally have an opportunity to offer to modify the terms of the Merger Agreement in response to any competing acquisition proposals before our board may withdraw or qualify its recommendation with respect to the Merger. If the Merger Agreement is terminated in connection with our pursuit of a third-party transaction, we will be required to pay a termination fee of $16.1 million to Treeline and/or reimburse up to a maximum of $5 million of Treeline’s expenses.
Previous report
These provisions could discourage a potential third-party acquirer that might have an interest in acquiring all or a significant portion of our company from considering or proposing an acquisition, even if it were prepared to pay consideration with a higher per share cash or market value than the market value proposed in the Merger. A potential third-party acquirer maintaining interest in the face of these provisions might propose to pay a lower price to our stockholders than it might otherwise have proposed to pay because of the added expense of the termination fee and expense reimbursement described above.
Previous report
If the Merger Agreement is terminated and we determine to seek another business combination, we may not be able to negotiate a transaction with another party on terms comparable to, or better than, the terms of the Merger.
Previous report
The pendency of the Merger could materially adversely affect our business, financial condition, results of operations or cash flows.
Previous report
The announcement and pendency of the Merger could disrupt our business in any of the following ways, among others:
Previous report
These disruptions could be exacerbated by a delay in the completion of the Merger or termination of the Merger Agreement. Additionally, if the Merger is not consummated, we will have incurred significant costs and diverted the time and attention of management. A failure to consummate the Merger may also result in negative publicity, reputational harm, litigation against us or our directors and officers, and a negative impression of the companies in the financial markets. The occurrence of any of these events individually or in combination could have a material adverse effect on our financial performance and stock price.
Previous report
The interim operating covenants contained in the Merger Agreement may prevent us from pursuing opportunities that would be beneficial to our stockholders.
Previous report
The Merger Agreement restricts us from taking certain actions until the Effective Time without the consent of Treeline, including, among others: the payment of dividends; the issuance of equity (including certain equity incentive awards); certain increases to employee compensation and benefits; capital expenditures; the incurrence of indebtedness; acquisitions and divestitures; and the entry into or amending certain material contracts. We are required to conduct our business in the ordinary course of business in all material respects.
Previous report
The restrictive covenants, which are subject to various specific exceptions, may prevent us from pursuing attractive business opportunities that may arise prior to the consummation of the Merger. Although we may be able to pursue such activities with Treeline’s consent, there is no assurance that Treeline will be willing to provide its consent.
Previous report
In general, neither we nor Treeline is obligated to complete the Merger if there is a continuing material adverse effect affecting the other party between June 6, 2026, the date of the Merger Agreement, and the Closing. However, certain types of changes are excluded from the concept of a “material adverse effect.”
Previous report
Such exclusions include, but are not limited to, general business or economic conditions generally affecting the industry in which the applicable party operates; political conditions, acts of war, the outbreak or escalation of armed hostilities, acts of terrorism, earthquakes, wildfires, hurricanes, tsunamis, floods, mudslides, weather conditions, other natural disasters, man-made disasters, health and other emergencies, calamities, epidemics, pandemics (including COVID-19 and any evolutions or mutations thereof), disease outbreaks, other acts of God or force majeure events; changes in financial, banking or securities markets, including changes in interest rates in the United States or any other country or region in the world; any change in law or GAAP; any change in the stock price or trading volume of our common stock; a failure to meet internal or analysts’ expectations or projections; and the execution or announcement of the Merger Agreement or the pendency of the Merger.
Previous report
Therefore, if any of these events were to occur, impacting us or Treeline, the other party would still be obliged to consummate the Closing. If any such adverse changes occur and we and Treeline consummate the Closing, the stock price of the combined company may suffer. This in turn may reduce the value of the Merger to our stockholders.
Previous report
If we and Treeline complete the Merger, the combined company may need to raise additional capital in the future by issuing equity securities or additional debt or through licensing arrangements, which may cause significant dilution to the combined company’s stockholders or restrict the combined company’s operations.
Previous report
Additional financing may not be available to the combined company when it is needed or may not be available on favorable terms. To the extent that the combined company raises additional capital by issuing equity securities, or debt securities convertible into equity securities, such financing will cause additional dilution to all of the securityholders of the combined company, including our pre-Merger stockholders and Treeline’s former stockholders, and could have an adverse impact on the combined company’s stock price. It is also possible that the terms of any new equity securities may have preferences over the combined company’s common stock. Any debt financing the combined company enters into may include covenants that restrict its operations. These restrictive covenants may include limitations on additional borrowing and specific restrictions on the use of the combined company’s assets, as well as prohibitions on its ability to create liens, pay dividends, redeem its stock or make investments. In addition, if the combined company raises additional funds through licensing arrangements, it may be necessary to grant licenses on terms that are not favorable to the combined company. Any such financing could have a material adverse effect on the combined company.
Previous report
The business of the combined company following the Merger will be different than our business prior to the Merger.
Previous report
We currently develop, manufacture and sell a diversified range of instrumentation, consumables, and services that help scientists and biomedical researchers develop better therapeutics faster. Our proprietary multi-omics tools are used in a broad range of applications, including proteomics and genomics, and other areas of translational and clinical research. Our instruments and consumables are sold to leading academic research institutions, translational research and medicine centers, cancer centers, clinical research laboratories, and biopharmaceutical, biotechnology, and plant and animal research companies.
Previous report
In connection with the Merger, we expect to sell or otherwise monetize our mass cytometry and microfluidics businesses, and the business of the combined company will consist of Treeline’s business. Treeline is a clinical-stage biopharmaceutical company that matches compelling biological targets with proven drug approaches, including small molecule inhibitors, protein degraders, and targeted therapy antibody-drug conjugates, by integrating in-house R&D with leading-edge computational tools. Treeline’s pipeline spans oncology, neurology and immunology.
Previous report
This change in our business from manufacturing and selling instruments to being a clinical-stage biopharmaceutical company could have a significant impact on the trading and market price of the common stock of the combined company following the Merger. The change in business may attract different investors and analysts and could result in the combined company’s common stock being more volatile than it was prior to the Merger. We cannot predict with certainty how the change in business will impact the combined company’s common stock following the consummation of the Merger. There can be no assurance that the change in business will not have a material adverse impact on the trading price and liquidity of the combined company’s common stock.
Previous report
Following the consummation of the Merger, the composition of the board of directors and management of the combined company will be different from the composition of our current board of directors and management.
Showing the first 40 of 67 passages. Open the source sections for the rest.
Reworded paragraphs (8)
Previous wording
We operate in a rapidly changing environment that involves numerous uncertainties and risks. You should carefully consider the risk factors discussed in this Item 1A, as well as those risk factors discussed in Part I Item 1A “Risk Factors” in our Annual Report which could materially affect our business, financial condition or results of operations. The risks below and the risks in our Annual Report are not the only ones we face. Our business is also subject to the risks that affect many other companies, such as employee relations, general economic conditions, global geopolitical events and international operations. Further, additional risks not currently known to us or that we currently believe are immaterial may in the future materially and adversely affect our business, operations, liquidity and stock price. If any of these risks occur, our business, results of operations or financial condition could suffer, the trading price of our securities could decline, and you may lose all or part of your investment.
Current wording
We operate in a rapidly changing environment that involves numerous uncertainties and risks. You should carefully consider the risk factors discussed in this Item 1A, as well as those risk factors discussed in Part I, Item 1A “Risk Factors” in our Annual Report and in Part II, Item 1A “Risk Factors” of our Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 filed with the SEC on August 5, 2026, which could materially affect our business, financial condition or results of operations. The risks below and the risks in our Annual Report are not the only ones we face. Our business is also subject to the risks that affect many other companies, such as employee relations, general economic conditions, global geopolitical events and international operations. Further, additional risks not currently known to us or that we currently believe are immaterial may in the future materially and adversely affect our business, operations, liquidity and stock price. If any of these risks occur, our business, results of operations or financial condition could suffer, the trading price of our securities could decline, and you may lose all or part of your investment.
Previous wording
Litigation that may be filed against us and/or our officers and directors could prevent or delay the consummation of the Merger.
Current wording
We have received demand letters from purported stockholders in connection with the Merger, and litigation may be filed against us and/or our officers and directors that could prevent or delay the consummation of the Merger.
Previous wording
The outcome of any lawsuit that may be filed challenging the Merger is uncertain. One of the conditions to the Closing is that no applicable law, judgment (whether temporary, preliminary or permanent) or other legal restraint or binding order or determination by any governmental entity of competent jurisdiction shall be in effect that prevents, restrains, enjoins, makes illegal or otherwise prohibits the consummation of the Merger or the Transactions.
Current wording
In July and August 2026, we received demand letters from purported stockholders, each of which alleged that the proxy statement/prospectus omits certain material information and seeks additional disclosures and one of which seeks inspection of our books and records pursuant to Section 220 of the Delaware General Corporation Law. These demand letters could lead to lawsuits, and additional demand letters may be received or lawsuits filed. The outcome of any lawsuit that may be filed challenging the Merger is uncertain. One of the conditions to the Closing is that no applicable law, judgment (whether temporary, preliminary or permanent) or other legal restraint or binding order or determination by any governmental entity of competent jurisdiction shall be in effect that prevents, restrains, enjoins, makes illegal or otherwise prohibits the consummation of the Merger or the Transactions.
Previous wording
As part of the Merger, we may issue CVRs for each outstanding share of our common stock. Pursuant to the terms of a Contingent Value Rights Agreement to be entered into between us and a rights agent, the holder of each CVR will be entitled to receive a payment for each 12-month CVR payment period during the five-year term of the CVR Agreement, consisting of a number of shares of the combined company’s common stock (with fractional shares settled in cash) equal to such holder’s pro rata portion of the aggregate net proceeds received by the combined company during such 12-month CVR payment period from the following sources, in each case less certain permitted deductions: (i) proceeds from any sale, disposition, or other monetization of the Legacy Business; (ii) proceeds from convertible notes or other investments held by us as of the Closing Date; (iii) earnout, milestone, royalty or other similar contingent payments due to us under contracts in effect as of the Closing Date, including payments from Illumina, Inc. pursuant to the Stock Purchase Agreement dated June 22, 2025; and (iv) any surplus in Parent Net Cash delivered at Closing as finally determined under the Merger Agreement.
Current wording
As part of the Merger, we may issue CVRs for each outstanding share of our common stock. Pursuant to the terms of a Contingent Value Rights Agreement to be entered into between us and a rights agent, the holder of each CVR will be entitled to receive a payment for each 12-month CVR payment period during the five-year term of the CVR Agreement, consisting of a number of shares of the combined company’s common stock (with fractional shares settled in cash) equal to such holder’s pro rata portion of the aggregate net proceeds received by the combined company during such 12-month CVR payment period from the following sources, in each case less certain permitted deductions: (i) proceeds from any sale, disposition, or other monetization of the Legacy Businesses, including any cash proceeds received in connection with the Element Mass Cytometry Divestiture or the Microfluidics Divestiture; (ii)
Previous wording
The right of our stockholders to receive any future payment for or derive any value from the CVRs will be contingent in part upon the combined company’s receipt of (i) proceeds from any sale, disposition, or other monetization of the Legacy Business; (ii) proceeds from convertible notes or other investments held by us as of the Closing Date; (iii) earnout, milestone, royalty or other similar contingent payments due to us under contracts in effect as of the Closing Date, including payments from Illumina, Inc. pursuant to the Stock Purchase Agreement dated June 22, 2025; and (iv) any surplus in Parent Net Cash delivered at Closing as finally determined under the Merger Agreement, and the timing and amount of the consideration received thereunder. If the combined company is not successful in entering into disposition agreements related to the Legacy Business or receiving payments thereunder within the time period specified in the CVR Agreement, there are no proceeds from convertible notes or other investments, there are no earnout, milestone, royalty or other similar payments under our existing contracts, and there is no Parent Net Cash surplus, no payments will be made in respect of the CVRs.
Current wording
The right of our stockholders to receive any future payment for or derive any value from the CVRs will be contingent in part upon the combined company’s receipt of (i) proceeds from any sale, disposition, or other monetization of the Legacy Businesses, including any cash proceeds received in connection with the Element Mass Cytometry Divestiture or the Microfluidics Divestiture during the five-year term of the CVRs; (ii) proceeds from convertible notes or other investments held by us as of the Closing Date; (iii) earnout, milestone, royalty or other similar contingent payments due to us under contracts in effect as of the Closing Date; and (iv) any surplus in Parent Net Cash delivered at Closing as finally determined under the Merger Agreement, and the timing and amount of the consideration received thereunder. For example, if there are no proceeds from convertible notes or other investments, there are no earnout, milestone, royalty or other similar payments under our existing contracts, and there is no Parent Net Cash surplus, no payments will be made in respect of the CVRs.
Previous wording
Following the Effective Time, the combined company will have sole authority over whether and how to monetize the Legacy Business (if at all), and the combined company’s only obligations will be to carry out the obligations set forth in the CVR Agreement. Furthermore, the CVRs will be unsecured obligations of the combined company and all payments under the CVRs and all other obligations under the CVR Agreement and the CVRs and any rights or claims relating thereto will be subordinated in right of payment to the prior payment in full of all current or future senior obligations of the combined company. Accordingly, there can be no assurance that holders of CVRs will receive any payments with respect to the CVRs.
Current wording
Following the Effective Time, the combined company will have sole authority over whether and how to monetize the remaining portion of the Legacy Businesses (if at all), and the combined company’s only obligations will be to carry out the obligations set forth in the CVR Agreement. Furthermore, the CVRs will be unsecured obligations of the combined company and all payments under the CVRs and all other obligations under the CVR Agreement and the CVRs and any rights or claims relating thereto will be subordinated in right of payment to the prior payment in full of all current or future senior obligations of the combined company. Accordingly, there can be no assurance that holders of CVRs will receive any payments with respect to the CVRs.
Previous wording
Any payments under the CVRs will be made in shares of the combined company’s common stock, subject to the maximum cap of 76,000,000 shares. If substantial payments are made under the CVRs, the issuance of such shares will dilute the ownership percentage of all stockholders of the combined company who are not CVR holders, including former Treeline stockholders. This dilution could be material if the Legacy Business is sold or monetized at a significant value during the CVR payment period. Additionally, any such shares paid in respect of the CVRs will be subject to market conditions and may decline in value following payment.
Current wording
Any payments under the CVRs will be made in shares of the combined company’s common stock, subject to the maximum cap of 76,000,000 shares. If substantial payments are made under the CVRs, the issuance of such shares will dilute the ownership percentage of all stockholders of the combined company who are not CVR holders, including former Treeline stockholders. This dilution could be material if the Legacy Businesses are sold or monetized at a significant value during the CVR payment period. Additionally, any such shares paid in respect of the CVRs will be subject to market conditions and may decline in value following payment.
Previous wording
On February 6, 2024, our board of directors authorized the 2024 Share Repurchase Program pursuant to which we may repurchase up to $50.0 million of shares of our common stock in the open market, in one or more Rule 10b5-1 trading plans, or in negotiated transactions through March 1, 2026. The repurchases are contingent upon favorable market and business conditions and are funded by cash on hand. The program does not obligate us to acquire any specific number of shares. As of June 30, 2026, we have repurchased 15,448,533 shares of our common stock for an aggregate of $40.5 million under the 2024 Share Repurchase Program. We did not purchase any shares of common stock during the three months ended June 30, 2026.
Current wording
On February 6, 2024, our board of directors authorized the 2024 Share Repurchase Program pursuant to which we could have repurchased up to $50.0 million of shares of our common stock in the open market, in one or more Rule 10b5-1 trading plans, or in negotiated transactions through March 1, 2026. The repurchases were contingent upon favorable market and business conditions and were funded by cash on hand. The program did not obligate us to acquire any specific number of shares. As of September 30, 2026, we repurchased 15,448,533 shares of our common stock for an aggregate of $40.5 million under the 2024 Share Repurchase Program. We did not purchase any shares of common stock during the three months ended September 30, 2026.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
proceeds from convertible notes or other investments held by us as of the Closing Date; (iii) earnout, milestone, royalty or other similar contingent payments due to us under contracts in effect as of the Closing Date; and (iv) any surplus in Parent Net Cash delivered at Closing as finally determined under the Merger Agreement.