[10-Q] Fulgent Genetics, Inc. Quarterly Earnings Report
Filing Explained
At June 30, 2026, repurchases used $63,883 thousand of cash, while conditional ANP shares remained unissued and the company reported ongoing losses.
This Form 10-Q reports Fulgent Genetics’ unaudited results for the three and six months ended
For the six months, the company reported a net loss attributable to Fulgent of
The company agreed to issue up to
The specific item to monitor is whether the ANP cash-receipt and milestone conditions are met; the current filing states that they were not.
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
(Mark One)
For the quarterly period ended
or
For the transition period from to
Commission File Number:
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
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(Address of principal executive offices) |
(Zip Code) |
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(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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The |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of July 27, 2026, there were
Table of Contents
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Page |
PART I—FINANCIAL INFORMATION |
1 |
Item 1. Financial Statements (Unaudited) |
1 |
Condensed Consolidated Balance Sheets |
1 |
Condensed Consolidated Statements of Operations |
2 |
Condensed Consolidated Statements of Comprehensive Loss |
3 |
Condensed Consolidated Statements of Stockholders’ Equity |
4 |
Condensed Consolidated Statements of Cash Flows |
6 |
Notes to the Condensed Consolidated Financial Statements |
7 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations |
32 |
Item 3. Quantitative and Qualitative Disclosures About Market Risk |
40 |
Item 4. Controls and Procedures |
40 |
PART II—OTHER INFORMATION |
41 |
Item 1. Legal Proceedings |
41 |
Item 1A. Risk Factors |
41 |
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds |
41 |
Item 5. Other Information |
41 |
Item 6. Exhibits |
41 |
Exhibit Index |
42 |
Signatures |
43 |
i
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements.
FULGENT GENETICS, INC.
Condensed Consolidated Balance Sheets
(in thousands, except par value data)
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June 30, 2026 |
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December 31, 2025 |
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(unaudited) |
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Assets |
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Current assets |
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Cash and cash equivalents |
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$ |
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$ |
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Marketable securities |
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Trade accounts receivable, net of allowance for credit losses of $ |
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Prepaid income taxes |
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Other current assets |
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Total current assets |
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Marketable securities, long-term |
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Fixed assets, net |
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In-process research & development |
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Other intangible assets, net |
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Goodwill |
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Other long-term assets |
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Total assets |
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$ |
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$ |
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Liabilities and Stockholders’ Equity |
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Current liabilities |
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Accounts payable |
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$ |
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$ |
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Accrued liabilities |
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Customer deposit |
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Contract liabilities |
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Notes payable, current |
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Total current liabilities |
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Deferred tax liabilities |
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Unrecognized tax benefits |
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Other long-term liabilities |
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Total liabilities |
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Commitments and Contingencies (Note 8) |
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Stockholders’ equity |
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Common stock, $ |
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Preferred stock, $ |
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— |
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Additional paid-in capital |
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Accumulated other comprehensive income |
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Retained earnings |
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Total Fulgent stockholders’ equity |
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Noncontrolling interest |
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( |
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( |
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Total stockholders’ equity |
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Total liabilities and stockholders’ equity |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
1
FULGENT GENETICS, INC.
Condensed Consolidated Statements of Operations
(in thousands, except per share data)
(unaudited)
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Three Months Ended June 30, |
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Six Months Ended June 30, |
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2026 |
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2025 |
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2026 |
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2025 |
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Revenue |
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$ |
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$ |
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$ |
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$ |
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Cost of revenue |
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Gross profit |
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Operating expenses |
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Research and development |
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Selling and marketing |
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General and administrative |
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Amortization of intangible assets |
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Impairment of intangible assets |
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Total operating expenses |
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Operating loss |
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( |
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( |
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( |
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( |
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Other income (expenses) |
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Interest income |
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Interest expense |
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( |
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( |
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Impairment of equity securities |
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( |
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Other income, net |
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Total other income (expense), net |
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Loss before income taxes |
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( |
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( |
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( |
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( |
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Provision for (benefit from) income taxes |
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( |
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( |
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( |
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Net loss from consolidated operations |
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( |
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( |
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( |
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Net loss attributable to noncontrolling interests |
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Net loss attributable to Fulgent |
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$ |
( |
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$ |
( |
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$ |
( |
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$ |
( |
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Net loss per common share attributable to Fulgent |
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Basic |
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$ |
( |
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$ |
( |
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$ |
( |
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$ |
( |
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Diluted |
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$ |
( |
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$ |
( |
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$ |
( |
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$ |
( |
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Weighted-average common shares: |
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Basic |
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Diluted |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
2
FULGENT GENETICS, INC.
Condensed Consolidated Statements of Comprehensive Loss
(in thousands)
(unaudited)
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Three Months Ended June 30, |
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Six Months Ended June 30, |
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2026 |
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2025 |
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2026 |
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2025 |
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Net loss from consolidated operations |
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$ |
( |
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$ |
( |
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$ |
( |
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$ |
( |
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Other comprehensive income (loss): |
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Foreign currency translation income |
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Net (loss) gain on available-for-sale debt securities, net of tax |
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( |
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( |
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Net comprehensive loss from consolidated operations |
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( |
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( |
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( |
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Net loss attributable to noncontrolling interest |
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Foreign currency translation (gain) loss attributable to noncontrolling interest |
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( |
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( |
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Comprehensive loss (income) attributable to noncontrolling interest |
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( |
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Comprehensive loss attributable to Fulgent |
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$ |
( |
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$ |
( |
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$ |
( |
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$ |
( |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
3
FULGENT GENETICS, INC.
Condensed Consolidated Statements of Stockholders’ Equity
(in thousands)
(unaudited)
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Fulgent Stockholders’ Equity |
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Shares (1) |
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Amount |
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Additional |
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Accumulated |
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Retained Earnings |
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Fulgent Stockholders’ Equity |
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Noncontrolling Interest |
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Total |
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Balance at December 31, 2025 |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
( |
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$ |
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Equity-based compensation |
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— |
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— |
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— |
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— |
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— |
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Exercise of common stock options |
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— |
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— |
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— |
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— |
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Restricted stock awards |
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— |
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— |
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— |
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— |
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Common stock withholding for employee tax obligations |
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( |
) |
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— |
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( |
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— |
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— |
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( |
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— |
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( |
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Repurchase of common stock |
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( |
) |
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— |
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( |
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— |
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— |
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( |
) |
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— |
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( |
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Other comprehensive (loss) income, net |
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— |
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— |
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— |
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( |
) |
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— |
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( |
) |
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( |
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Net loss |
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— |
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— |
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— |
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— |
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( |
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( |
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( |
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( |
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Balance at March 31, 2026 |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
( |
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$ |
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Equity-based compensation |
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— |
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— |
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— |
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— |
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— |
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Exercise of common stock options |
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— |
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— |
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— |
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— |
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Restricted stock awards |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Common stock withholding for employee tax obligations |
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( |
) |
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— |
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( |
) |
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— |
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— |
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( |
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— |
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( |
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Repurchase of common stock |
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( |
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— |
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( |
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— |
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— |
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( |
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— |
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( |
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Other comprehensive income (loss), net |
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— |
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— |
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— |
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( |
) |
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— |
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( |
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( |
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Net loss |
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— |
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— |
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— |
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— |
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( |
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( |
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( |
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( |
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Balance at June 30, 2026 |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
( |
) |
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$ |
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(1)
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
FULGENT GENETICS, INC.
Condensed Consolidated Statements of Stockholders’ Equity
(in thousands)
(unaudited)
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Fulgent Stockholders’ Equity |
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Shares |
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Amount |
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Additional |
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Accumulated |
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Retained Earnings |
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Fulgent Stockholders’ Equity |
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Noncontrolling Interest |
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Total |
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Balance at December 31, 2024 |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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$ |
( |
) |
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$ |
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Equity-based compensation |
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— |
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— |
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— |
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— |
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— |
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Restricted stock awards |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Common stock withholding for employee tax obligations |
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( |
) |
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— |
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( |
) |
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— |
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— |
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( |
) |
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— |
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( |
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Repurchase of common stock |
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( |
) |
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— |
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( |
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— |
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— |
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( |
) |
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— |
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( |
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Other comprehensive income, net |
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— |
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— |
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— |
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— |
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Net loss |
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— |
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— |
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— |
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— |
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( |
) |
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( |
) |
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( |
) |
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( |
) |
Balance at March 31, 2025 |
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$ |
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$ |
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$ |
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$ |
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$ |
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$ |
( |
) |
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$ |
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Equity-based compensation |
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— |
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— |
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— |
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— |
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— |
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Restricted stock awards |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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|
Common stock withholding for employee tax obligations |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Repurchase of common stock |
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
Other comprehensive income (loss), net |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
( |
) |
|
|
|
|||
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Balance at June 30, 2025 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
FULGENT GENETICS, INC.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
|
|
Six Months Ended June 30, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Cash flow from operating activities: |
|
|
|
|
|
|
||
Net loss from consolidated operations |
|
$ |
( |
) |
|
$ |
( |
) |
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
||
Equity-based compensation |
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
|
|
|
|
||
Adjustment for credit losses |
|
|
|
|
|
|
||
Noncash lease expense |
|
|
|
|
|
|
||
Loss (gain) on disposal of fixed asset |
|
|
|
|
|
( |
) |
|
Amortization of premium/discount of marketable securities |
|
|
( |
) |
|
|
( |
) |
Deferred taxes |
|
|
( |
) |
|
|
( |
) |
Unrecognized tax benefits |
|
|
|
|
|
|
||
Net realized gain on marketable securities |
|
|
( |
) |
|
|
|
|
Impairment of equity securities |
|
|
|
|
|
|
||
Impairment of intangible assets |
|
|
|
|
|
|
||
Other |
|
|
( |
) |
|
|
|
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
||
Trade accounts receivable |
|
|
|
|
|
( |
) |
|
Income tax |
|
|
( |
) |
|
|
( |
) |
Other current and long-term assets |
|
|
|
|
|
|
||
Accounts payable |
|
|
( |
) |
|
|
( |
) |
Contract liabilities |
|
|
( |
) |
|
|
|
|
Customer deposits |
|
|
|
|
|
( |
) |
|
Accrued liabilities and other liabilities |
|
|
( |
) |
|
|
( |
) |
Operating lease liabilities |
|
|
( |
) |
|
|
( |
) |
Net cash used in operating activities |
|
|
( |
) |
|
|
( |
) |
Cash flow from investing activities: |
|
|
|
|
|
|
||
Maturities of marketable securities |
|
|
|
|
|
|
||
Proceeds from sale of fixed assets |
|
|
|
|
|
|
||
Proceeds from sale of marketable securities |
|
|
|
|
|
|
||
Purchase of marketable securities |
|
|
( |
) |
|
|
|
|
Purchases of fixed assets |
|
|
( |
) |
|
|
( |
) |
Acquisition of businesses, net of cash |
|
|
( |
) |
|
|
|
|
Net cash provided by investing activities |
|
|
|
|
|
|
||
Cash flow from financing activities: |
|
|
|
|
|
|
||
Repurchase of common stock |
|
|
( |
) |
|
|
( |
) |
Common stock withholding for employee tax obligations |
|
|
( |
) |
|
|
( |
) |
Repayment of notes payable |
|
|
( |
) |
|
|
( |
) |
Principal paid for finance lease |
|
|
( |
) |
|
|
( |
) |
Proceeds from exercise of stock options |
|
|
|
|
|
|
||
Net cash used in financing activities |
|
|
( |
) |
|
|
( |
) |
Effect of exchange rate changes on cash and cash equivalents |
|
|
|
|
|
|
||
Net (decrease) increase in cash, cash equivalents, and restricted cash |
|
|
( |
) |
|
|
|
|
Cash, cash equivalents, and restricted cash at beginning of period |
|
|
|
|
|
|
||
Cash, cash equivalents, and restricted cash at end of period |
|
$ |
|
|
$ |
|
||
Supplemental disclosures of cash flow information: |
|
|
|
|
|
|
||
Income taxes paid, net of refunds received |
|
$ |
|
|
$ |
|
||
Interest paid |
|
$ |
|
|
$ |
|
||
Supplemental disclosures of non-cash investing and financing activities: |
|
|
|
|
|
|
||
Purchases of fixed assets in accounts payable |
|
$ |
|
|
$ |
|
||
Acquisition of business in accrued liabilities |
|
$ |
|
|
$ |
|
||
Operating lease right-of-use assets obtained in exchange for lease liabilities |
|
$ |
|
|
$ |
|
||
Operating lease right-of-use assets reduced due to lease modification and termination |
|
$ |
|
|
$ |
( |
) |
|
Excise tax payable on common stock repurchases not yet remitted |
|
$ |
|
|
$ |
|
||
The accompanying notes are an integral part of these condensed consolidated financial statements.
6
FULGENT GENETICS, INC.
Notes to the Condensed Consolidated Financial Statements
(unaudited)
Note 1. Overview and Basis of Presentation
The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States, or U.S. GAAP, and presented in U.S. dollars, or USD, the reporting currency of the Company. These financial statements include the assets, liabilities, revenues and expenses of all subsidiaries and entities in which the Company has a controlling financial interest or is deemed to be the primary beneficiary. In determining whether the Company is the primary beneficiary of an entity, the Company applies a qualitative approach that determines whether it has both (i) the power to direct the economically significant activities of the entity and (ii) the obligation to absorb losses of, or the right to receive benefits from, the entity that could potentially be significant to that entity. The Company uses the equity method to account for its investments in entities that it does not control, but in which it has the ability to exercise significant influence over operating and financial policies. All intercompany accounts and transactions are eliminated from the accompanying condensed consolidated financial statements.
Nature of the Business
Fulgent Genetics, Inc., together with its subsidiaries and affiliated professional corporations, or PCs (collectively referred to as the Company, unless otherwise noted or the context requires otherwise), is a technology-based company with a well-established laboratory services business and a therapeutic development business. Its laboratory services business includes technical laboratory and testing services and professional interpretation of laboratory results by licensed physicians. Its therapeutic development business is focused on developing product candidates for treating a broad range of cancers using a novel nanoencapsulation and targeted therapy platform designed to improve the therapeutic window and pharmacokinetic profile of new and existing cancer drugs. The Company aims to transform from a genomic diagnostic business into a fully integrated precision medicine company.
Unaudited Interim Financial Information
The accompanying unaudited interim condensed consolidated financial statements have been prepared on the same basis as the Company’s audited consolidated financial statements as of and for the fiscal year ended December 31, 2025, which are included in the Company’s annual report on Form 10-K filed with the Securities and Exchange Commission, or SEC, on February 27, 2026, or the 2025 Annual Report, and, in the opinion of management, include all adjustments, which are normal and recurring in nature, necessary for a fair presentation of the Company’s financial position and results of operations. Operating results for interim periods are not necessarily indicative of the results that may be expected for a full fiscal year or any other period. The accompanying Condensed Consolidated Balance Sheet as of December 31, 2025, has been derived from the Company’s audited consolidated financial statements at that date but does not include all of the disclosures required by U.S. GAAP. As such, the information included in this quarterly report on Form 10-Q should be read in conjunction with the Company’s audited consolidated financial statements included in the 2025 Annual Report, including the notes thereto.
Note 2. Summary of Significant Accounting Policies
See Note 2. Summary of Significant Accounting Policies, to the Company’s Consolidated Financial Statements included in the 2025 Annual Report.
Use of Estimates
The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, as well as the reported amounts of revenue and expenses during the reporting periods. These estimates, judgments and assumptions are based on historical data and experience available at the date of the accompanying condensed consolidated financial statements, as well as various other factors management believes to be reasonable under the circumstances. The Company’s estimates and assumptions may evolve as conditions change. Actual results could differ significantly from these estimates.
On an ongoing basis, management evaluates its estimates, primarily those related to: (i) revenue recognition criteria, (ii) accounts receivable and allowances for credit losses, (iii) the useful lives of fixed assets and intangible assets, (iv) estimates of tax liabilities, (v) valuation of goodwill and indefinite-lived intangible assets at the time of acquisition and on a recurring basis, and (vi) valuation of investments.
7
Cash, Cash Equivalents, and Restricted Cash Shown in the Condensed Consolidated Statements of Cash Flows
The following table provides a reconciliation of cash, cash equivalents, and restricted cash in the Condensed Consolidated Balance Sheets that sum to the total of the same such amounts shown in the Condensed Consolidated Statements of Cash Flows:
|
|
Six Months Ended June 30, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
|
|
(in thousands) |
|
|||||
Cash and cash equivalents |
|
$ |
|
|
$ |
|
||
Restricted cash included in Other long-term assets |
|
|
|
|
|
|
||
Total cash, cash equivalents, and restricted cash |
|
$ |
|
|
$ |
|
||
Trade Accounts Receivable and Allowance for Credit Losses
Trade accounts receivable are stated at the amount the Company expects to collect. The Company maintains an allowance for credit losses for expected uncollectible trade accounts receivable, which is recorded as an offset to trade accounts receivable, and changes in allowance for credit losses are classified as a general and administrative expense in the accompanying Condensed Consolidated Statements of Operations. The Company assesses collectability by reviewing trade accounts receivable on a collective basis where similar risk characteristics exist and on an individual basis when it identifies specific customers that have deterioration in credit quality such that they may no longer share similar risk characteristics with the other receivables. In determining the amount of the allowance for credit losses, the Company uses a loss rate model or probability-of-default and loss-given default model. Following the loss rate method, expected credit losses are determined based on an estimated historical loss rate. The probability of default method allows the ability to define a point of default and measure credit losses for receivables that have reached the point of default for purposes of calculating the allowance for credit losses. Loss-given default represents the likelihood that a receivable that has reached the point of default will not be collected in full. The Company updates its loss rate and factors quarterly to incorporate the most recent historical data and adjusts the quantitative portion of the reserve through its qualitative reserve overlay. The Company looks at qualitative factors such as current internal and external conditions as of the balance sheet date in determining expected credit losses.
A roll-forward of the activity in the Company’s allowance for credit losses for the six months ended June 30, 2026, dollars in thousands, is as follows:
Allowance for credit losses at beginning of year |
$ |
|
|
Current period provision |
|
|
|
Write-downs |
|
( |
) |
Recoveries of amounts previously charged off |
|
|
|
Allowance for credit losses as of June 30, 2026 |
$ |
|
Business Combinations
The Company uses the acquisition method of accounting and allocates the fair value of purchase consideration to the assets acquired and liabilities assumed from an acquiree based on their respective fair values as of the acquisition date. The excess of the fair value of purchase consideration over the fair value of these assets acquired and liabilities assumed is recorded as goodwill. When determining the fair values of assets acquired and liabilities assumed, management makes significant estimates and assumptions, especially with respect to intangible assets. Critical estimates in valuing intangible assets include, but are not limited to, expected future cash flows, which includes consideration of future growth and margins, future changes in technology, expected cost and time to develop in-process research and development, brand awareness and discount rates. Fair value estimates are based on the assumptions that management believes a market participant would use in pricing the asset or liability.
Finite-Lived Intangible Assets
Intangible assets, unless determined to be indefinite-lived, are amortized over their estimated useful lives. The Company amortizes intangible assets with definite lives on a straight-line basis generally over periods ranging from
8
Impairment of Long-Lived Assets
The Company evaluates the carrying amount of its long-lived assets whenever events or changes in circumstances indicate that the assets may not be recoverable. An impairment loss would be recognized when estimated future cash flows expected to result from the use of an asset and its eventual disposition are less than the carrying amount of the asset.
Goodwill and Indefinite-Lived Intangibles
In-process research & development, or IPR&D, costs are considered to be indefinite-lived until the completion or abandonment of the associated research and development efforts. If and when development is complete, the associated assets would be deemed finite-lived and would then be amortized based on their respective estimated useful lives at that point in time.
The Company assesses goodwill and indefinite-lived intangibles for impairment on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The Company may choose to bypass a qualitative assessment of impairment for any reporting unit and proceed directly to performing a quantitative assessment. An impairment loss would be recognized for the amount by which the reporting unit’s carrying amount exceeds its fair value.
If a quantitative assessment is deemed necessary, the quantitative assessment includes estimating the fair value of each reporting unit and comparing it to its carrying value. The Company estimates the fair value of reporting units using both income-based and market-based valuation methods and typically engages a third-party appraisal firm to assist with the valuation. If the estimated fair value of a reporting unit exceeds its carrying value, the goodwill is not impaired, and no further review is required.
The income-based fair value methodology is based on a reporting unit’s forecasted future cash flows that are discounted to the present value using the reporting unit’s weighted-average cost of capital. The income-based approach incorporates management’s assumptions and judgments regarding economic conditions in the markets in which a company operates and conditions in the capital markets, many of which are outside of management’s control. The market-based fair value methodology includes (i) the guideline public company valuation method, which analyzes the valuation multiples of comparable public companies, and (ii) the merger and acquisition method, which compares the market values of similar businesses, to estimate the value of the reporting units. Under the market-based approach, judgment is required in evaluating market multiples and recent transactions.
Fair Value of Financial Instruments
The Company’s financial instruments consist principally of cash and cash equivalents, marketable securities, trade accounts receivable, restricted cash, a preferred stock investment, accounts payable, and accrued liabilities. The carrying amounts of certain of these financial instruments, including cash and cash equivalents, accounts receivable, accounts payable, and accrued liabilities approximate fair value due to their short maturities. The fair value of marketable securities and the preferred stock investment is disclosed in Note 4. Fair Value Measurements, to the accompanying condensed consolidated financial statements.
Concentrations of Credit Risk, Customers, and Suppliers
Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents, trade accounts receivable, and marketable securities. As of June 30, 2026, substantially all of the Company’s cash and cash equivalents were deposited in accounts at financial institutions, and amounts may exceed federally insured limits. Management believes that the Company is not exposed to significant credit risk due to the financial strength of the depository institutions in which its cash and cash equivalents are held.
In certain periods, a small number of customers or a single laboratory customer have accounted for a significant portion of the Company’s revenue. For the laboratory services segment, when customers who, to our knowledge, are under common control or otherwise affiliated with each other are aggregated, no single customer held a significant concentration of the Company's revenue in the three months ended June 30, 2026.
9
The Company relies on a limited number of suppliers for certain laboratory substances used in the chemical reactions incorporated into its processes, referred to as reagents, as well as for the sequencers and various other equipment and materials it uses in its laboratory operations. In particular, the Company relies on a sole supplier for the next generation sequencers and associated reagents it uses to perform its genetic tests and as the sole provider of maintenance and repair services for these sequencers. The Company’s laboratory operations would be interrupted if it encountered delays or difficulties securing these reagents, sequencers, other equipment or materials or maintenance and repair services, which could occur for a variety of reasons, including if the Company needs a replacement or temporary substitute for any of its limited or sole suppliers and is not able to locate and make arrangements for an acceptable replacement or temporary substitute. The Company’s development efforts could also be delayed or interrupted if it is unable to procure items needed for its therapeutic development activities. The Company believes there is currently a limited number of manufacturers that are capable of supplying and servicing some of the equipment and other materials necessary for its laboratory operations, including sequencers and various associated reagents.
Reportable Segments and Geographic Information
Reportable segments are identified as components of an enterprise for which separate discrete financial information is available for evaluation by the Chief Operating Decision-Maker, or CODM, in making decisions regarding resource allocation and assessing performance. The Company’s CODM is its Chief Executive Officer. The Company has
Foreign Currency Translation and Foreign Currency Transactions
The Company translates the assets and liabilities of its non-USD functional currency subsidiaries into USD using exchange rates in effect at the end of each period. Expenses for these subsidiaries are translated using rates that approximate those in effect during the period. These unrealized gains and losses are recognized in accumulated other comprehensive income in the equity section of the accompanying Condensed Consolidated Balance Sheets, and do not impact net income.
The Company and its subsidiaries that use the USD as their functional currency remeasure monetary assets and liabilities at exchange rates in effect at the end of each period. The carrying value of these monetary assets and liabilities will change with exchange rate fluctuations resulting in a foreign currency transaction gain or loss which is recognized in other income, net in the Condensed Consolidated Statements of Operations. Reagents and supplies, property, and other nonmonetary assets and liabilities are remeasured when the transaction is initially recognized using the historical rate that was in effect when the asset was acquired or liability was incurred. The carrying amounts do not change as a result of exchange rate fluctuations and no foreign currency transaction gain or loss is recognized. Gains and losses from foreign currency exchange were not significant for the three and six months ended June 30, 2026, and 2025.
Income Taxes
The effective tax rate used for interim periods is the estimated annual effective consolidated tax rate, based on the current estimate of full year results, except that taxes related to specific events, if any, are recorded in the interim period in which they occur. The annual effective tax rate is based upon several significant estimates and judgments, including the estimated annual pre-tax income (loss) of the Company in each tax jurisdiction in which it operates, and the development of tax planning strategies during the year. In addition, the Company’s tax expense can be impacted by changes in tax rates or laws and other factors that cannot be predicted with certainty. As such, there can be significant volatility in interim tax provisions.
Comprehensive (Loss) Income
Comprehensive (loss) income is comprised of net (loss) income and other comprehensive (loss) income. Other comprehensive (loss) income consists of net unrealized gain or loss on available-for-sale debt securities, net of tax, and foreign currency translation adjustments from the Company’s subsidiaries not using the USD as their functional currency. The tax expense of foreign currency translation income (loss) was
Reclassifications from other comprehensive (loss) income to net loss, were
10
Disaggregation of Revenue
The Company classifies its customers into three payor types: (i) Institutional, including hospitals, medical institutions, other laboratories, governmental bodies, and large corporations, (ii) Insurance, or (iii) Patients who pay directly, as the Company believes this best depicts how the nature, amount, timing, and uncertainty of its revenue and cash flows are affected by economic factors.
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
|
|
(in thousands) |
|
|||||||||||||
Revenue by payor |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Institutional |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Insurance |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Patients |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
The Company estimates variable consideration using the expected value method. Any changes in variable consideration estimates that affect transactions are accounted for on a cumulative catch-up basis. Variable consideration adjustments in the three and six months ended June 30, 2026, and 2025 were
Contract Balances
Receivables from contracts with customers
Receivables from contracts with customers are included within trade accounts receivable on the Condensed Consolidated Balance Sheets. Receivables from Insurance and Institutional customers represented
Contract assets and liabilities
Contract liabilities are recorded when the Company receives payment prior to completing its obligation to transfer goods or services to a customer. Contract liabilities are included in the Condensed Consolidated Balance Sheets. Revenues of $
Prior Period Reclassifications
Certain amounts reported in the prior period have been reclassified to conform with the current period presentation. In the Condensed Consolidated Statement of Cash Flows, the Company has presented income taxes paid, net of refunds received, due to the prior adoption of ASU 2023-09, Income Taxes (Topic 740): Improvement to Income Tax Disclosures.
Recent Accounting Pronouncements
The Company evaluates all Accounting Standards Updates, or ASUs, issued by the Financial Accounting Standards Board, or FASB, for consideration of their applicability. ASUs not included in the Company’s disclosures were assessed and determined to be either not applicable or are not expected to have a material impact on the Company’s condensed consolidated financial statements.
Adopted
In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. This update provides all entities with a practical expedient related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under ASC 606. Amendments in this update are effective for annual periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted. The Company
11
Issued
In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This update requires disclosure in the notes to financial statements of specified information about certain costs and expenses. Amendments in this update are effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of this amendment on its consolidated financial statements and related disclosure.
In September 2025, the FASB issued ASU 2025-06, Intangible—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. This update simplifies the capitalization guidance by removing all references to software development project stages, so that the guidance is neutral to different software development methods. Amendments in this update are effective for annual periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted. The Company is currently evaluating the impact of this amendment on its financial statements and related disclosures.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. This update clarifies the applicability of interim reporting guidance, provides a comprehensive list of required interim disclosures, and establishes a disclosure principle that requires disclosure of material events that occurred after the end of the last annual reporting period. Amendments in this update are effective for interim reporting periods within annual periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of this amendment on its financial statements and related disclosures.
In December 2025, the FASB issued ASU 2025-12, Codification Improvements. This update makes targeted amendments to various topics within the Accounting Standards Codification intended to clarify, correct errors, or make minor improvements to existing guidance. Amendments in this update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. Early adoption is permitted. The Company is currently evaluating the impact of this amendment on its financial statements and related disclosures.
The Company does not expect that any other recently issued accounting guidance will have a significant effect on its consolidated financial statements.
12
Note 3. Equity and Debt Securities
The Company’s equity and debt securities consisted of the following:
|
June 30, 2026 |
|
|||||||||||||
|
Amortized |
|
|
Unrealized |
|
|
Unrealized |
|
|
Aggregate |
|
||||
|
(in thousands) |
|
|||||||||||||
Equity securities |
|
|
|
|
|
|
|
|
|
|
|
||||
Long-term |
|
|
|
|
|
|
|
|
|
|
|
||||
Preferred stock of privately-held companies |
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
||
Total equity securities |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Available-for-sale debt securities |
|
|
|
|
|
|
|
|
|
|
|
||||
Short-term |
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. government debt securities |
|
|
|
|
|
|
|
— |
|
|
|
|
|||
Corporate debt securities |
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
U.S. agency debt securities |
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Municipal bonds |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Money market accounts |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Less: Cash equivalents |
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Total debt securities due within 1 year |
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
After 1 year through 5 years |
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. government debt securities |
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
U.S. agency debt securities |
|
|
|
|
— |
|
|
|
( |
) |
|
|
|
||
Municipal bonds |
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Total debt securities due after 1 year through 5 years |
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Total available-for-sale debt securities |
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Total equity and debt securities |
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
13
|
December 31, 2025 |
|
|||||||||||||
|
Amortized |
|
|
Unrealized |
|
|
Unrealized |
|
|
Aggregate |
|
||||
|
(in thousands) |
|
|||||||||||||
Equity securities |
|
|
|
|
|
|
|
|
|
|
|
||||
Long-term |
|
|
|
|
|
|
|
|
|
|
|
||||
Preferred stock of privately-held companies |
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
||
Total equity securities |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Available-for-sale debt securities |
|
|
|
|
|
|
|
|
|
|
|
||||
Short-term |
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. government debt securities |
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
U.S. agency debt securities |
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Corporate debt securities |
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Yankee debt securities |
|
|
|
|
— |
|
|
|
( |
) |
|
|
|
||
Municipal bonds |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Money market accounts |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Less: Cash equivalents |
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Total debt securities due within 1 year |
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
After 1 year through 5 years |
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. government debt securities |
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
U.S. agency debt securities |
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Corporate debt securities |
|
|
|
|
|
|
|
— |
|
|
|
|
|||
Municipal bonds |
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Total debt securities due after 1 year through 5 years |
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Total available-for-sale debt securities |
|
|
|
|
|
|
|
( |
) |
|
|
|
|||
Total equity and debt securities |
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
|
|||
Gross unrealized losses on the Company’s equity and debt securities were $
The Company did not recognize any credit losses for its marketable available-for-sale debt securities during the three and six months ended June 30, 2026, and 2025.
Note 4. Fair Value Measurements
The authoritative guidance on fair value measurements establishes a framework with respect to measuring assets and liabilities at fair value on a recurring basis and non-recurring basis. Under the framework, fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants, as of the measurement date. The framework also establishes a three-tier hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors market participants would use in valuing the asset or liability and are developed based on the best information available in the circumstances. The hierarchy consists of the following three levels:
Level 1: |
Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity can access at the measurement date. |
Level 2: |
Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. |
Level 3: |
Inputs are unobservable for the asset or liability. |
14
The following tables present information about the Company’s financial assets measured at fair value on a recurring basis, based on the three-tier fair value hierarchy:
|
June 30, 2026 |
|
|||||||||||||
|
Total |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
||||
|
(in thousands) |
|
|||||||||||||
Equity securities, debt securities and cash equivalents |
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. government debt securities |
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
||
U.S. agency debt securities |
|
|
|
|
— |
|
|
|
|
|
|
— |
|
||
Corporate debt securities |
|
|
|
|
— |
|
|
|
|
|
|
— |
|
||
Preferred stock of privately-held companies |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Money market accounts |
|
|
|
|
|
|
|
— |
|
|
|
— |
|
||
Municipal bonds |
|
|
|
|
— |
|
|
|
|
|
|
— |
|
||
Total equity securities, debt securities and cash equivalents |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
December 31, 2025 |
|
|||||||||||||
|
Total |
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
||||
|
(in thousands) |
|
|||||||||||||
Equity securities, debt securities and cash equivalents |
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. government debt securities |
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
||
U.S. agency debt securities |
|
|
|
|
— |
|
|
|
|
|
|
— |
|
||
Corporate debt securities |
|
|
|
|
— |
|
|
|
|
|
|
— |
|
||
Money market accounts |
|
|
|
|
|
|
|
— |
|
|
|
— |
|
||
Preferred stock of privately-held companies |
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Municipal bonds |
|
|
|
|
— |
|
|
|
|
|
|
— |
|
||
Yankee debt securities |
|
|
|
|
— |
|
|
|
|
|
|
— |
|
||
Total equity securities, debt securities and cash equivalents |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
The Company’s Level 1 assets include money market instruments and are valued based upon observable market prices. Level 2 assets consist of U.S. government and U.S. agency debt securities, municipal bonds, corporate debt securities and Yankee debt securities. Level 2 securities are valued based upon observable inputs that include reported trades, broker/dealer quotes, bids and offers.
As of June 30, 2026, and December 31, 2025, the Company held preferred stock of two privately held companies, which were included in other long-term assets in the accompanying Condensed Consolidated Balance Sheets, that were measured using unobservable (Level 3) inputs. For the value of the investment in private equity securities, the Company elected to measure such investments at cost minus impairment, as the preferred stock of the privately held companies did not have a readily determinable fair value.
An impairment of $
There were
15
Note 5. Fixed Assets
Major classes of fixed assets consisted of the following:
|
Useful Lives |
June 30, 2026 |
|
|
December 31, 2025 |
|
||
|
|
(in thousands) |
|
|||||
Medical lab equipment |
$ |
|
|
$ |
|
|||
Building improvements |
|
|
|
|
|
|||
Building |
|
|
|
|
|
|||
Computer hardware |
|
|
|
|
|
|||
Aircraft |
|
|
|
|
|
|||
Computer software |
|
|
|
|
|
|||
Leasehold improvements |
Shorter of lease term or estimated useful life |
|
|
|
|
|
||
Furniture and fixtures |
|
|
|
|
|
|||
Land improvements |
|
|
|
|
|
|||
Automobile |
|
|
|
|
|
|||
General equipment |
|
|
|
|
|
|||
Land |
|
|
|
|
|
|
||
Assets not yet placed in service |
|
|
|
|
|
|
||
Total |
|
|
|
|
|
|
||
Less: Accumulated depreciation |
|
|
( |
) |
|
|
( |
) |
Fixed assets, net |
|
$ |
|
|
$ |
|
||
Depreciation expense on fixed assets totaled $
Note 6. Other Significant Balance Sheet Accounts
Other current assets consisted of the following:
|
|
June 30, 2026 |
|
|
December 31, 2025 |
|
||
|
|
(in thousands) |
|
|||||
Reagents and supplies |
|
|
|
|
|
|
||
Prepaid expenses |
|
|
|
|
|
|
||
Marketable securities interest receivable |
|
|
|
|
|
|
||
Inventory |
|
|
|
|
|
— |
|
|
Other receivable |
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
||
Accrued liabilities consisted of the following:
|
|
June 30, 2026 |
|
|
December 31, 2025 |
|
||
|
|
(in thousands) |
|
|||||
Payroll liabilities |
|
$ |
|
|
$ |
|
||
Vacation accrual |
|
|
|
|
|
|
||
Accrued bonus and commission |
|
|
|
|
|
|
||
Operating lease liabilities - short term |
|
|
|
|
|
|
||
Accrued legal liabilities |
|
|
— |
|
|
|
|
|
Other accrued liabilities |
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
||
16
As of June 30, 2026, other accrued liabilities also included short-term finance lease liabilities, health insurance liabilities, accrued property taxes, income tax payables, and third-party billing services.
Other long-term liabilities consisted of the following:
|
|
June 30, 2026 |
|
|
December 31, 2025 |
|
||
|
|
(in thousands) |
|
|||||
Operating lease liabilities, long term |
|
$ |
|
|
$ |
|
||
Notes payable, long term |
|
|
|
|
|
|
||
Other long-term liabilities |
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
||
Note 7. Reportable Segments and Geographic Information
The Company has
The Company’s Chief Executive Officer serves as its CODM. The CODM oversees the Company’s operations and evaluates financial data for its
The newly acquired entity, Bako, is considered part of the laboratory services segment as this acquisition was strategically undertaken to further strengthen the Company’s laboratory services business by adding new products and services and further expanding its national client base, national sales team, and team of expert pathologists. Consequently, Bako’s operations are integrated into the laboratory services segment, with shared resources and collaborative efforts, and the CODM evaluates Bako’s operations as part of the laboratory services segment’s consolidated financial information. Therefore, Bako’s financial results are grouped within the laboratory services segment’s reporting.
There is no inter-segment allocation of interest expense and income taxes. There is no inter-segment revenue and operating income or loss. The Company did not allocate income tax by segment.
|
Laboratory Services |
|
|
Therapeutic Development |
|
|
Total |
|
|||
Three Months Ended June 30, 2026 |
|
|
|
|
|
|
|
|
|||
Revenue |
$ |
|
|
$ |
|
|
$ |
|
|||
Less: |
|
|
|
|
|
|
|
|
|||
Adjusted cost of revenue |
|
|
|
|
|
|
|
|
|||
Adjusted research and development |
|
|
|
|
|
|
|
|
|||
Adjusted selling and marketing |
|
|
|
|
|
|
|
|
|||
Adjusted general and administrative |
|
|
|
|
|
|
|
|
|||
Total adjusted operating loss |
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
17
|
Laboratory Services |
|
|
Therapeutic Development |
|
|
Total |
|
|||
Six Months Ended June 30, 2026 |
|
|
|
|
|
|
|
|
|||
Revenue |
$ |
|
|
$ |
|
|
$ |
|
|||
Less: |
|
|
|
|
|
|
|
|
|||
Adjusted cost of revenue |
|
|
|
|
|
|
|
|
|||
Adjusted research and development |
|
|
|
|
|
|
|
|
|||
Adjusted selling and marketing |
|
|
|
|
|
|
|
|
|||
Adjusted general and administrative |
|
|
|
|
|
|
|
|
|||
Total adjusted operating loss |
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
Laboratory Services |
|
|
Therapeutic Development |
|
|
Total |
|
|||
Three Months Ended June 30, 2025 |
|
|
|
|
|
|
|
|
|||
Revenue |
$ |
|
|
$ |
|
|
$ |
|
|||
Less: |
|
|
|
|
|
|
|
|
|||
Adjusted cost of revenue |
|
|
|
|
|
|
|
|
|||
Adjusted research and development |
|
|
|
|
|
|
|
|
|||
Adjusted selling and marketing |
|
|
|
|
|
|
|
|
|||
Adjusted general and administrative |
|
|
|
|
|
|
|
|
|||
Total adjusted operating loss |
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
Laboratory Services |
|
|
Therapeutic Development |
|
|
Total |
|
|||
Six Months Ended June 30, 2025 |
|
|
|
|
|
|
|
|
|||
Revenue |
$ |
|
|
$ |
|
|
$ |
|
|||
Less: |
|
|
|
|
|
|
|
|
|||
Adjusted cost of revenue |
|
|
|
|
|
|
|
|
|||
Adjusted research and development |
|
|
|
|
|
|
|
|
|||
Adjusted selling and marketing |
|
|
|
|
|
|
|
|
|||
Adjusted general and administrative |
|
|
|
|
|
|
|
|
|||
Total adjusted operating loss |
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Reconciliation of “adjusted operating loss” to “loss before income taxes” |
|
|
|
|
|
|
|
|
|
|
|
||||
Adjusted operating loss |
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Less (add): |
|
|
|
|
|
|
|
|
|
|
|
||||
Equity-based compensation |
|
|
|
|
|
|
|
|
|
|
|
||||
Acquisition-related costs |
|
|
|
|
|
|
|
|
|
|
|
||||
Acquisition-related severance |
|
|
|
|
|
|
|
|
|
|
|
||||
Amortization of intangible assets |
|
|
|
|
|
|
|
|
|
|
|
||||
Impairment of intangible assets |
|
|
|
|
|
|
|
|
|
|
|
||||
Interest income |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Interest expense |
|
|
|
|
|
|
|
|
|
|
|
||||
Impairment of equity securities |
|
|
|
|
|
|
|
|
|
|
|
||||
Other income, net |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Total loss before income taxes |
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
18
Significant items by segment excluded from the adjusted operating (loss) income were as follows:
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Equity-based compensation |
|
|
|
|
|
|
|
|
|
|
|
||||
Laboratory services |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Therapeutic development |
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Revenue by segment was as follows:
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Laboratory services: |
|
|
|
|
|
|
|
|
|
|
|
||||
Precision diagnostics |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Anatomic pathology |
|
|
|
|
|
|
|
|
|
|
|
||||
BioPharma services |
|
|
|
|
|
|
|
|
|
|
|
||||
Total laboratory services |
|
|
|
|
|
|
|
|
|
|
|
||||
Therapeutic development: |
|
|
|
|
|
|
|
|
|
|
|
||||
BioPharma services |
|
|
|
|
|
|
|
|
|
|
|
||||
Total therapeutic development |
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Depreciation and amortization by segment were as follows:
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Laboratory services |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Therapeutic development |
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Interest income and expense by segment were as follows:
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Laboratory services |
|
|
|
|
|
|
|
|
|
|
|
||||
Interest income |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Interest expense |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Therapeutic development |
|
|
|
|
|
|
|
|
|
|
|
||||
Interest income |
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense |
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Total assets by segment were as follows:
|
June 30, 2026 |
|
|
December 31, 2025 |
|
||
Laboratory services |
$ |
|
|
$ |
|
||
Therapeutic development |
|
|
|
|
|
||
Total |
$ |
|
|
$ |
|
||
19
Geographic distribution of revenue was as follows:
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
United States |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Foreign |
|
|
|
|
|
|
|
|
|
|
|
||||
China |
|
|
|
|
|
|
|
|
|
|
|
||||
Other countries |
|
|
|
|
|
|
|
|
|
|
|
||||
Total foreign |
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Geographic distribution of property, plant and equipment, net was as follows:
|
June 30, 2026 |
|
|
December 31, 2025 |
|
||
United States |
$ |
|
|
$ |
|
||
Foreign |
|
|
|
|
|
||
China |
|
|
|
|
|
||
Other countries |
|
|
|
|
|
||
Total foreign |
|
|
|
|
|
||
Total |
$ |
|
|
$ |
|
||
Note 8. Debt, Commitments, and Contingencies
Debt
Notes payable as of June 30, 2026, consisted of $
Operating and Finance Leases
See Note 9. Leases, for further information.
Contingencies
From time to time, the Company may be subject to legal proceedings and claims arising in the ordinary course of business.
As previously disclosed in the Company’s periodic reports filed pursuant to the Securities Exchange Act of 1934, as amended, or the Exchange Act, the Company has received a Civil Investigative Demand, or CID, issued by the U.S. Department of Justice, or the DOJ, pursuant to the False Claims Act related to its investigation of allegations of medically unnecessary laboratory testing, improper billing for laboratory testing, and remuneration received or provided in violation of the Anti-Kickback Statute and the Stark Law. Among other things, this CID requests information and records relating to certain of the Company’s customers named in this CID. Certain of the Company’s executive officers and employees have also received CIDs relating to these matters.
Similar to other laboratories in the industry, the Company responded to an audit inquiry by the U.S. Health Resources and Services Administration, or HRSA, with respect to its reimbursement for COVID-19 tests furnished to patients believed to be uninsured. The Company recorded approximately $
20
As is typical for companies seeking reimbursement from government payors, from time to time the Company is named as a defendant in claims pursuant to the qui tam provisions of the False Claims Act and comparable state laws. Often, these proceedings remain under seal such that the Company does not have access to the specific information included in them. Seals often remain in place for extended periods of time while the U.S. government, or applicable regulatory authority, decides whether to intervene on behalf of the qui tam plaintiff. As a result, the Company may not be aware of all qui tam claims that have been filed against the Company. In or around February 2026, the U.S. District Court for the Central District of California unsealed a qui tam complaint (and certain related proceedings) filed against Fulgent Genetics, Inc. and Fulgent Therapeutics LLC by a qui tam plaintiff (known as a relator) on behalf of the United States. This complaint alleged that the Company filed false claims for reimbursement for COVID-19 tests in violation of the False Claims Act. The complaint was subsequently dismissed without prejudice as to the relator and the U.S. government following the U.S. government’s filing of a motion to dismiss, meaning the relator and the U.S. government retained the right to refile and may refile under seal.
The Company is fully cooperating with the DOJ in connection with the CIDs that it, or its employees, have received. The Company cannot currently predict when these CIDs and HRSA audit matters will be resolved, the reasonable or likely outcome of these matters, or their potential impact, which may materially and adversely affect the Company’s business, prospects, and financial condition. Discussions and investigations remain ongoing. As such, the Company cannot reasonably estimate the loss or range of loss, if any, that may result from any material government investigations, audits, claims, and reviews in which it is currently involved, given the inherent difficulty in predicting regulatory actions, fines and penalties, if any, and the various remedies and levels of judicial review available to the Company in the event of an adverse finding. As a result, the Company has not recorded any liability related to these CIDs or audit matters.
From time to time, the Company, like other laboratories in its industry, is subject to claims and allegations relating to professional liability. The Company accrued $
Note 9. Leases
Lessee
The Company is a lessee to various non-cancelable operating leases with varying terms through
The operating and finance lease right-of-use asset, or ROU asset, short-term lease liabilities, and long-term lease liabilities as of June 30, 2026, and December 31, 2025, were as follows:
|
June 30, 2026 |
|
|
December 31, 2025 |
|
||
|
(in thousands) |
|
|||||
Operating lease ROU asset, net |
$ |
|
|
$ |
|
||
Operating lease liabilities, short term |
$ |
|
|
$ |
|
||
Operating lease liabilities, long term |
$ |
|
|
$ |
|
||
Finance lease ROU asset, net |
$ |
|
|
$ |
|
||
Finance lease liabilities, short term |
$ |
|
|
$ |
|
||
Finance lease liabilities, long term |
$ |
|
|
$ |
|
||
21
The following was operating and finance lease expense:
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
|
(in thousands) |
|
|||||||||||||
Operating lease cost |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Finance lease cost: |
|
|
|
|
|
|
|
|
|
|
|
||||
Amortization of ROU assets |
|
|
|
|
|
|
|
|
|
|
|
||||
Interest on lease liabilities |
|
|
|
|
|
|
|
|
|
|
|
||||
Short-term lease cost |
|
|
|
|
|
|
|
|
|
|
|
||||
Total lease cost |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Supplemental information related to leases was the following:
|
June 30, 2026 |
|
|
Weighted-average remaining lease term, operating leases |
|
||
Weighted-average discount rate, operating leases |
|
% |
|
Weighted-average remaining lease term, finance lease |
|
||
Weighted-average discount rate, finance lease |
|
% |
|
The following is a maturity analysis of operating and finance lease liabilities using undiscounted cash flows on an annual basis with renewal periods included:
|
Operating Leases |
|
|
Finance Lease |
|
||
|
(in thousands) |
|
|||||
Year ending December 31, |
|
|
|
|
|
||
2026 (remaining 6 months) |
|
|
|
|
|
||
2027 |
|
|
|
|
— |
|
|
2028 |
|
|
|
|
— |
|
|
2029 |
|
|
|
|
— |
|
|
2030 |
|
|
|
|
— |
|
|
2031 |
|
|
|
|
— |
|
|
Thereafter |
|
|
|
|
— |
|
|
Total lease payments |
|
|
|
|
|
||
Less imputed interest |
|
( |
) |
|
|
( |
) |
Total |
$ |
|
|
$ |
|
||
Note 10. Equity-Based Compensation
On May 14, 2026, at the Company's 2026 Annual Meeting of Stockholders, the Company's stockholders approved the Fulgent Genetics, Inc. 2026 Equity Incentive Plan (the "2026 Plan"), which replaced the Company's Amended and Restated 2016 Omnibus Incentive Plan (the "Prior Plan"), and awards made under the 2026 Plan will be made consistent with the terms of the 2026 plan. No additional awards were granted under the Prior Plan on or after May 14, 2026 (the "Effective Date"). Awards outstanding under the Prior Plan as of the Effective Date remain outstanding and continue to be governed by their existing terms.
The 2026 Plan authorizes the issuance of
22
The Company has included equity-based compensation expense as part of cost of revenue and operating expenses in the accompanying Condensed Consolidated Statements of Operations as follows:
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
|
|
(in thousands) |
|
|||||||||||||
Cost of revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Research and development |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Selling and marketing |
|
|
|
|
|
|
|
|
|
|
|
|
||||
General and administrative |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Note 11. Income Taxes
The effective tax rate used for interim periods is the estimated annual effective consolidated tax rate, based on the current estimate of full year results, except that taxes related to specific events, if any, are recorded in the interim period in which they occur. The annual effective tax rate is based upon several significant estimates and judgments, including the estimated annual pre-tax income of the Company in each tax jurisdiction in which it operates, and the development of tax planning strategies during the year. In addition, the Company’s tax expense can be impacted by changes in tax rates or laws and other factors that cannot be predicted with certainty. As such, there can be significant volatility in interim tax provisions.
The Company recorded consolidated expense for (benefit from) income taxes of $
The Company is under examination by certain tax authorities for the 2021 to 2023 tax years. While the timing of the conclusion of the examination is uncertain, the Company believes that adequate amounts have been reserved for adjustments that may result. During 2026, the statutes of limitations will lapse on the Company’s 2022 federal tax year and certain 2021 and 2022 state tax years. The Company does not believe the federal or state statute lapses or any other event will significantly impact the balance of unrecognized tax benefits in the next 12 months.
As of June 30, 2026, the Company has not yet received the $
23
Note 12. Loss per Share
The following is a reconciliation of the basic and diluted loss per share computations for the three and six months ended June 30, 2026, and 2025:
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
|
|
(in thousands) |
|
|||||||||||||
Net loss attributable to Fulgent |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted-average common shares - outstanding, basic |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted-average common shares - outstanding, diluted |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Loss per share: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Diluted |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
The following securities have been excluded from the calculation of diluted loss per share because their effect would have been anti-dilutive:
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
|
|
(in thousands) |
|
|||||||||||||
Stock options |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Restricted stock units |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Contingently issuable shares |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
||
The anti-dilutive shares described above were calculated using the treasury stock method. In the three and six months ended June 30, 2026, and 2025, the Company had outstanding stock options and restricted stock units that were excluded from the weighted-average share calculation for continuing operations due to the Company’s net loss positions.
In the three and six months ended June 30, 2026, the Company also had contingently issuable shares for contingent consideration to the acquisition of ANP that were excluded from the weighted-average share calculation for continuing operations due to the Company’s net loss positions. The milestones have not been satisfied as of June 30, 2026, thus, nothing was included in dilutive shares.
Note 13. Retirement Plans
The Company offers a 401(k) retirement savings plan, or the 401(k) Plan, for its employees, including its executive officers, who satisfy certain eligibility requirements. The Internal Revenue Code of 1986, as amended, allows eligible employees to defer a portion of their compensation, within prescribed limits, on a pre-tax basis through contributions to the 401(k) Plan. The Company matches contributions to the 401(k) Plan based on the amount of salary deferral contributions the participant makes to the 401(k) Plan. The Company will match up to
Note 14. Related Party
Prior to April 25, 2025, Ming Hsieh, the Chief Executive Officer and Chairperson of the board of directors, was on the board of directors and an approximately
The President and Chief Scientific Officer of Fulgent Pharma, Ray Yin, is the Founder, President, and Chief Technology Officer of ANP. Prior to April 25, 2025, the Company incurred $
24
an employee service agreement with ANP in April 2023, an insignificant amount was recognized in revenue in the three and six months ended June 30, 2025.
Note 15. Business Combinations
Bako Business Combination
On
The financial results of the Bako Acquisition are included in the condensed consolidated financial statements from the date of acquisition.
The Company accounted for the acquisitions as a business combination under Accounting Standards Codification Topic 805, Business Combinations, or “ASC 805.” Accordingly, the total consideration transferred has been allocated to the tangible assets and identified intangible assets acquired and liabilities assumed based on their estimated fair values as of the Bako acquisition date. The excess of the consideration transferred over the fair value of net identifiable assets acquired has been recognized as goodwill. The purchase price allocation is preliminary and remains subject to change, primarily with respect to deferred taxes. As additional information becomes available — including the filing and finalization of federal and state tax returns for periods prior to the Bako acquisition date, and the resolution of other post-closing matters — the Company may further update the preliminary purchase price allocation during the remainder of the measurement period (up to one year from the Bako acquisition date).
During the three months ended June 30, 2026, the Company finalized the post-closing purchase price adjustment for the Bako Acquisition pursuant to the terms of the purchase agreements, resulting in an excess payment of $
25
The following tables summarize the updated purchase price allocation:
|
As Initially Reported |
|
|
Measurement Period Adjustment |
|
|
As Revised |
|
|||
|
(in thousands) |
|
|||||||||
Considerations |
|
|
|
|
|
|
|
|
|||
Cash paid |
$ |
|
|
$ |
— |
|
|
$ |
|
||
Considerations not paid yet (in accrued liabilities) |
|
|
|
|
|
|
$ |
|
|||
Total considerations |
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|||
Recognized amounts of identifiable assets acquired and liabilities assumed |
|
|
|
|
|
|
|
|
|||
Cash and cash equivalents |
$ |
|
|
$ |
— |
|
|
$ |
|
||
Trade accounts receivable |
|
|
|
|
— |
|
|
$ |
|
||
Inventory |
|
|
|
|
— |
|
|
$ |
|
||
Prepaid expenses |
|
|
|
|
— |
|
|
$ |
|
||
Fixed assets |
|
|
|
|
— |
|
|
$ |
|
||
ROU assets - operating |
|
|
|
|
— |
|
|
$ |
|
||
Other long-term assets |
|
|
|
|
— |
|
|
$ |
|
||
Identifiable intangible assets |
|
|
|
|
— |
|
|
$ |
|
||
Accounts payable |
|
( |
) |
|
|
— |
|
|
$ |
( |
) |
Accrued liabilities |
|
( |
) |
|
|
|
|
$ |
( |
) |
|
Operating lease liabilities |
|
( |
) |
|
|
— |
|
|
$ |
( |
) |
Deferred tax liabilities |
|
( |
) |
|
|
— |
|
|
$ |
( |
) |
Recognized amounts of identifiable assets acquired and liabilities assumed, net |
|
|
|
|
|
|
|
|
|||
Goodwill |
|
|
|
|
|
|
$ |
|
|||
Total |
$ |
|
|
$ |
|
|
$ |
|
|||
The goodwill of $
The identified intangible assets acquired consisted of $
The fair value of the customer relationships was estimated using the Multiperiod Excess Earnings Method, or MPEEM, of the income approach. Under the MPEEM, an intangible asset’s fair value is equal to the present value of the incremental after-tax cash flows attributable only to the subject intangible asset after deducting contributory asset charges. The incremental after-tax cash flows attributable to the customer relationships are then discounted to their present value at a risk-adjusted rate of return. The fair value of the trade name was estimated using the relief from royalty, or RFR, method. The RFR method estimates the portion of the Company’s earnings attributable to an intangible asset based on the royalty rate the Company would have paid for the use of the asset if it did not own it. The useful lives of the intangible assets for amortization purposes were determined by considering the period of expected cash flows used to measure the fair values of the intangible assets adjusted as appropriate for entity-specific factors including legal, regulatory, contractual, competitive, economic and other factors that may limit the useful life. The customer relationships and trade name are amortized on a straight-line basis over their estimated useful lives.
The revenue and net loss of the acquiree since the Bako acquisition date are $
The acquisition-related costs associated with the acquisition of Bako consisted primarily of legal, regulatory and financial advisory fees of approximately $
26
ANP Technologies, Inc.
On
The financial results of ANP are included in the consolidated financial statements from the date of acquisition.
During the three months ended March 31, 2026, the Company finalized the federal and state income tax returns for ANP for periods prior to the ANP acquisition date. As a result of this finalization, the Company identified a measurement period adjustment resulting in a decrease to deferred tax liabilities of $
The following table summarizes the updated and finalized purchase price allocation:
|
As Initially Reported |
|
|
Measurement Period Adjustment |
|
|
As Revised |
|
|||
|
(in thousands) |
|
|||||||||
Considerations |
|
|
|
|
|
|
|
|
|||
Cash paid |
$ |
|
|
|
— |
|
|
$ |
|
||
Cash held back |
|
|
|
|
— |
|
|
|
|
||
Settlement of pre-existing accounts payable |
|
( |
) |
|
|
— |
|
|
|
( |
) |
Contingent consideration |
|
|
|
|
— |
|
|
|
|
||
Total considerations |
$ |
|
|
$ |
— |
|
|
$ |
|
||
|
|
|
|
|
|
|
|
|
|||
Recognized amounts of identifiable assets acquired and liabilities assumed |
|
|
|
|
|
|
|
|
|||
Cash and cash equivalents |
$ |
|
|
|
— |
|
|
$ |
|
||
Trade accounts receivable |
|
|
|
|
— |
|
|
|
|
||
Other current assets |
|
|
|
|
— |
|
|
|
|
||
ROU assets - operating |
|
|
|
|
— |
|
|
|
|
||
Other long-term assets |
|
|
|
|
— |
|
|
|
|
||
Identifiable intangible assets |
|
|
|
|
— |
|
|
|
|
||
Accounts payable |
|
( |
) |
|
|
— |
|
|
|
( |
) |
Accrued liabilities |
|
( |
) |
|
|
— |
|
|
|
( |
) |
Operating lease liabilities |
|
( |
) |
|
|
— |
|
|
|
( |
) |
Income tax payable |
|
( |
) |
|
|
— |
|
|
|
( |
) |
Other long-term liabilities |
|
( |
) |
|
|
|
|
|
( |
) |
|
Recognized amounts of identifiable assets acquired and liabilities assumed, net |
|
|
|
|
|
|
|
|
|||
Goodwill |
|
|
|
|
( |
) |
|
|
|
||
Total |
$ |
|
|
$ |
— |
|
|
$ |
|
||
The acquisition includes a contingent consideration arrangement that requires the Company to issue up to
The merger agreement, as amended, called for the Company to hold back $
The goodwill of $
27
The identified intangible assets acquired consisted of $
The fair value of the IPR&D was estimated using the cost to recreate method of the cost approach. The cost to recreate method estimates the expense to the Company if the intangible assets were to be recreated. The fair value of the customer relationships was estimated using the MPEEM under the income approach, see above for additional details. The useful lives of the intangible assets for amortization purposes were determined by considering the period of expected cash flows used to measure the fair values of the intangible assets adjusted as appropriate for entity-specific factors including legal, regulatory, contractual, competitive, economic and other factors that may limit the useful life. The customer relationships are amortized on a straight-line basis over the estimated useful lives.
During the three months ended June 30, 2026, the Company recorded a full impairment of the customer relationships intangible asset. See Note 17. Goodwill and Intangible Assets, for further details.
Note 16. Stock Repurchase Program
In March 2022, the Company’s board of directors authorized a $
During the three and six months ended June 30, 2026, the Company repurchased
Note 17. Goodwill and Intangible Assets
The Company has identified its laboratory services business and its therapeutic development business as its
The changes in the carrying amounts of goodwill for the laboratory services segment and the therapeutic development segment in the six months ended June 30, 2026 were as follows:
|
Laboratory Services |
|
|
Therapeutic Development |
|
||
|
(in thousands) |
|
|||||
Balance at December 31, 2025 |
$ |
— |
|
|
$ |
|
|
Acquisition |
|
|
|
|
— |
|
|
Measurement period adjustment |
|
|
|
|
( |
) |
|
Balance at June 30, 2026 |
$ |
|
|
$ |
|
||
As of June 30, 2026, the Company identified indicators requiring an interim goodwill impairment assessment for its Therapeutic Development and Laboratory Services reporting units, including the loss of a significant customer within its ANP business and a sustained disconnect between the Company's market capitalization and its tangible net asset value. As a result, the Company engaged a third-party valuation specialist and performed an interim quantitative goodwill impairment test for both reporting units, and a corresponding quantitative recoverability test for its indefinite-lived in-process research and development ("IPR&D").
Laboratory Services
The change in goodwill for the laboratory services segment reflects goodwill arising from the Bako Acquisition, including a post-closing purchase price adjustment. The newly acquired entity, Bako, is considered part of the laboratory services segment. See Note 15. Business Combinations, for further details.
The fair values of the Company’s laboratory services reporting unit remain higher than the carrying value recorded. The fair value of this reporting unit was $
28
Based upon the results of the quantitative assessments the Company performed as of June 30, 2026, the Company concluded that the fair values of the laboratory services reporting unit, were greater than the carrying values and that there was no impairment. However, this remains at heightened risk of future impairment given the narrow margin between estimated fair value and carrying value. While no impairment was recorded as of June 30, 2026, future developments such as deterioration in business performance and the ability to achieve revenue growth targets as well as projected cost of revenue and operating expense targets could reduce the fair value of this reporting unit and lead to impairment in a future period.
Therapeutic Development
The decrease in goodwill for the therapeutic development segment reflects a measurement period adjustment related to the ANP acquisition, resulting from the finalization of deferred tax liabilities. See Note 15. Business Combinations, for further details.
During the year ended December 31, 2025, the Company recorded $
The fair value of the Company’s therapeutic development reporting unit was calculated using the income approach weighted at
The fair values of the Company’s therapeutic development reporting unit and IPR&D remain substantially higher than the carrying value recorded. The fair value of this reporting unit was $
Based upon the results of the quantitative assessments the Company performed as of June 30, 2026, the Company concluded that the fair values of the therapeutic development reporting unit and the IPR&D asset at June 30, 2026, were greater than the carrying values and that there was no additional impairment.
There can be no assurance that the estimates and assumptions management made for the purposes of the goodwill or IPR&D impairment analysis will prove to be accurate predictions of future performance. It is possible that the conclusions regarding impairment or recoverability of goodwill or intangible assets could change in future periods. Management will continue to monitor the therapeutic development reporting unit. For all IPR&D projects, there are major risks and uncertainties associated with the timely and successful completion of development and commercialization of these product candidates, including the ability to confirm their efficacy based on data from clinical trials, the ability to obtain necessary regulatory approvals, and the ability to successfully complete these tasks within budgeted costs. The Company is not able to market a human therapeutic product without obtaining regulatory approvals, and such approvals require completing clinical trials that demonstrate a product candidate is safe and effective. In addition, the availability and extent of coverage and reimbursement from insurance payors, including government healthcare programs and private insurance plans, impact the revenues a product can generate. Consequently, the eventual realized value, if any, of these acquired IPR&D projects may vary from their estimated fair values.
29
Summaries of intangible assets balances as of June 30, 2026, and December 31, 2025, were as follows:
|
Weighted-Average Amortization Period |
June 30, 2026 |
|
|
December 31, 2025 |
|
||
|
|
(in thousands) |
|
|||||
Laboratory Services |
|
|
|
|
|
|
||
Customer relationships |
$ |
|
|
$ |
|
|||
Less: accumulated amortization |
|
|
( |
) |
|
|
( |
) |
Customer relationships, net |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Royalty-free technology |
|
|
|
|
|
|||
Less: accumulated amortization |
|
|
( |
) |
|
|
( |
) |
Royalty-free technology, net |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Trade name |
|
|
|
|
|
|||
Less: accumulated amortization |
|
|
( |
) |
|
|
( |
) |
Trade name, net |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Laboratory information system platform |
|
|
|
|
|
|||
Less: accumulated amortization |
|
|
( |
) |
|
|
( |
) |
Laboratory information system platform, net |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
In-place lease intangible assets |
|
|
|
|
|
|||
Less: accumulated amortization |
|
|
( |
) |
|
|
( |
) |
In-place lease intangible assets, net |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Purchased patent |
|
|
|
|
|
|||
Less: accumulated amortization |
|
|
( |
) |
|
|
( |
) |
Purchased patent, net |
|
|
|
|
|
|
||
Total |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Therapeutic Development |
|
|
|
|
|
|
||
Customer relationships |
|
|
|
|
|
|||
Less: accumulated amortization |
|
|
( |
) |
|
|
( |
) |
Less: accumulated impairment |
|
|
( |
) |
|
|
— |
|
Customer relationships, net |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
||
In-process research & development |
n/a |
|
|
|
|
|
||
Total |
|
|
|
|
|
|
||
Total intangible assets, net |
|
$ |
|
|
$ |
|
||
Acquisition-related intangibles included in the above tables are generally finite-lived and are carried at cost less accumulated amortization, except for IPR&D, which is related to the acquisitions of Fulgent Pharma in 2022 and ANP in 2025, and has an indefinite life until research and development efforts are completed or abandoned. All other finite-lived acquisition-related intangibles related to the business combinations are amortized on a straight-line basis over their estimated lives, which approximates the pattern in which the economic benefits of the intangible assets are expected to be realized.
During the six months ended June 30, 2026, the Company recorded $
Amortization of intangible assets was $
30
Based on the carrying value of intangible assets recorded as of June 30, 2026, and assuming no subsequent impairment of the underlying assets, the annual amortization expense for intangible assets is expected to be as follows:
|
Amounts |
|
|
|
(in thousands) |
|
|
Year ending December 31, |
|
|
|
2026 (remaining 6 months) |
$ |
|
|
2027 |
|
|
|
2028 |
|
|
|
2029 |
|
|
|
2030 |
|
|
|
2031 |
|
|
|
Thereafter |
|
|
|
Total |
$ |
|
|
31
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis of our financial condition and results of operations should be read together with our condensed consolidated financial statements and related notes included in this report. Additionally, pursuant to Instruction 2 to paragraph (b) of Item 303 of Regulation S-K promulgated by the U.S. Securities and Exchange Commission, or SEC, in preparing this discussion and analysis, we presume that readers have access to and have read the discussion and analysis of our financial condition and results of operations included in our annual report on Form 10-K for our fiscal year ended December 31, 2025, filed with the SEC on February 27, 2026, or the 2025 Annual Report. As used in this discussion and analysis and elsewhere in this report, unless the context otherwise requires, the terms “Fulgent,” the “Company,” “we,” “us” and “our” refer to Fulgent Genetics, Inc. and its consolidated subsidiaries.
Forward-Looking Statements
The following discussion and analysis contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Forward-looking statements are statements other than historical facts and relate to future events or circumstances or our future performance, and they are based on our current assumptions, expectations and beliefs concerning future developments and their potential effect on our business. The forward-looking statements in this discussion and analysis include statements about, among other things, our future financial and operating performance, our future cash flows and liquidity and our growth strategies, as well as anticipated trends in our business and industry. These forward-looking statements are subject to a number of risks and uncertainties, including, among others, those described under “Item 1A. Risk Factors” in Part I of the 2025 Annual Report. Moreover, we operate in a competitive and rapidly evolving industry and new risks emerge from time to time. It is not possible for us to predict all of the risks we may face, nor can we assess the impact of all factors on our business or the extent to which any factor or combination of factors could cause actual results to differ from our expectations. In light of these risks and uncertainties, the forward-looking events and circumstances described in this discussion and analysis may not occur, and actual results could differ materially and adversely from those described in or implied by any forward-looking statements we make. Although we have based our forward-looking statements on assumptions and expectations we believe are reasonable, we cannot guarantee future results, levels of activity, performance or achievements or other future events. As a result, forward-looking statements should not be relied on or viewed as predictions of future events, and this discussion and analysis should be read with the understanding that actual future results, levels of activity, performance and achievements may be materially different than our current expectations. The forward-looking statements in this discussion and analysis speak only as of the date of this report, and except as required by law, we undertake no obligation to update publicly any forward-looking statements for any reason after the date of this report to conform these statements to actual results or to changes in our expectations.
Overview
We are a technology-based company with a well-established laboratory services business and a therapeutic development business. Our laboratory services business includes technical laboratory and testing services and professional interpretation of laboratory results by licensed physicians. Our therapeutic development business is focused on developing product candidates for treating a broad range of cancers using a novel nanoencapsulation and targeted therapy platform designed to improve the therapeutic window and pharmacokinetic profile of new and existing cancer drugs.
On March 17, 2026, and as further described in Note 15. Business Combinations, to the condensed consolidated financial statements included in this report, we completed the acquisition of certain assets of Bako Diagnostics and acquired StrataDx, or collectively, the Bako Acquisition, which together provide dermatopathology, podiatric pathology, and molecular diagnostic services and therapeutic products. As the Bako Acquisition closed late in the first quarter, the results for the six months ended June 30, 2026, include only approximately three and a half months of the acquired operations. We expect the additional impact of the Bako Acquisition on our consolidated results of operations, including revenue, cost of revenue, and operating expenses, to be reflected in future periods.
Recent Developments
On June 1, 2026, we presented updated data from our ongoing Phase 2 study of FID-007 in combination with cetuximab in patients with recurrent or metastatic head and neck squamous cell carcinoma at the American Society of Clinical Oncology (ASCO) 2026 Annual Meeting. As of an April 16, 2026 data cutoff, the combination demonstrated an objective response rate of 61.9%, a median progression-free survival of 6.7 months, a median duration of response of 7.4 months, and a one-year overall survival rate of 63.4%, with a manageable safety profile. These are preliminary, interim data from an ongoing clinical study, and there can be no assurance that later-stage or larger trials will replicate these results or that we will obtain regulatory approval for FID-007.
32
Business Risks and Uncertainties and Other Factors Affecting Our Performance
Our business and prospects are exposed to numerous risks and uncertainties, as described in our 2025 Annual Report. In particular, the Bako Acquisition is a transaction involving the integration of operations into our existing laboratory business. As described in greater detail in the risk factors included in our 2025 Annual Report, these acquisitions involve inherent risks, including potential difficulties in integrating operations, personnel, and technologies, and the potential for higher than anticipated acquisition-related costs or integration expenses. Ultimately, we may not realize the anticipated benefits of this transaction. For more information, see “Item 1A. Risk Factors” in Part I of the 2025 Annual Report. In addition, our performance in any period is affected by a number of other factors. See the description of some of the material factors affecting our performance in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the 2025 Annual Report.
Results of Operations
The table below summarizes the results of our continuing operations for each of the periods presented. For a financial overview relating to our results of operations, including general descriptions of the make-up of material line items of our statement of operation data, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of the 2025 Annual Report. Historical results are not indicative of the results to be expected in the current period or any future period.
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||||||||||||||||||
|
|
2026 |
|
|
2025 |
|
|
$ Change |
|
|
% Change |
|
|
2026 |
|
|
2025 |
|
|
$ Change |
|
|
% Change |
|
||||||||
|
|
(in thousands, except percentages) |
|
|||||||||||||||||||||||||||||
Statement of Operation Data |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Revenue |
|
$ |
85,389 |
|
|
$ |
81,803 |
|
|
$ |
3,586 |
|
|
|
4 |
% |
|
$ |
156,527 |
|
|
$ |
155,266 |
|
|
$ |
1,261 |
|
|
|
1 |
% |
Cost of revenue |
|
|
59,710 |
|
|
|
47,368 |
|
|
|
12,342 |
|
|
|
26 |
% |
|
|
109,358 |
|
|
|
92,485 |
|
|
|
16,873 |
|
|
|
18 |
% |
Gross profit |
|
|
25,679 |
|
|
|
34,435 |
|
|
|
(8,756 |
) |
|
|
(25 |
)% |
|
|
47,169 |
|
|
|
62,781 |
|
|
|
(15,612 |
) |
|
|
(25 |
)% |
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Research and development |
|
|
14,554 |
|
|
|
13,480 |
|
|
|
1,074 |
|
|
|
8 |
% |
|
|
28,730 |
|
|
|
25,875 |
|
|
|
2,855 |
|
|
|
11 |
% |
Selling and marketing |
|
|
15,228 |
|
|
|
12,286 |
|
|
|
2,942 |
|
|
|
24 |
% |
|
|
27,449 |
|
|
|
20,751 |
|
|
|
6,698 |
|
|
|
32 |
% |
General and administrative |
|
|
27,195 |
|
|
|
26,392 |
|
|
|
803 |
|
|
|
3 |
% |
|
|
54,879 |
|
|
|
51,683 |
|
|
|
3,196 |
|
|
|
6 |
% |
Amortization of intangible assets |
|
|
2,603 |
|
|
|
1,990 |
|
|
|
613 |
|
|
|
31 |
% |
|
|
4,634 |
|
|
|
3,980 |
|
|
|
654 |
|
|
|
16 |
% |
Impairment of intangible assets |
|
|
2,172 |
|
|
|
— |
|
|
|
2,172 |
|
|
* |
|
|
|
2,172 |
|
|
|
— |
|
|
|
2,172 |
|
|
* |
|
||
Total operating expenses |
|
|
61,752 |
|
|
|
54,148 |
|
|
|
7,604 |
|
|
|
14 |
% |
|
|
117,864 |
|
|
|
102,289 |
|
|
|
15,575 |
|
|
|
15 |
% |
Operating loss |
|
|
(36,073 |
) |
|
|
(19,713 |
) |
|
|
(16,360 |
) |
|
|
83 |
% |
|
|
(70,695 |
) |
|
|
(39,508 |
) |
|
|
(31,187 |
) |
|
|
79 |
% |
Other income (expenses) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest income |
|
|
6,404 |
|
|
|
8,091 |
|
|
|
(1,687 |
) |
|
|
(21 |
)% |
|
|
15,055 |
|
|
|
16,109 |
|
|
|
(1,054 |
) |
|
|
(7 |
)% |
Interest expense |
|
|
(59 |
) |
|
|
(17 |
) |
|
|
(42 |
) |
|
|
247 |
% |
|
|
(76 |
) |
|
|
(31 |
) |
|
|
(45 |
) |
|
|
145 |
% |
Impairment of equity securities |
|
|
— |
|
|
|
(9,926 |
) |
|
|
9,926 |
|
|
|
(100 |
)% |
|
|
— |
|
|
|
(9,926 |
) |
|
|
9,926 |
|
|
|
(100 |
)% |
Other income, net |
|
|
38 |
|
|
|
46 |
|
|
|
(8 |
) |
|
|
(17 |
)% |
|
|
48 |
|
|
|
114 |
|
|
|
(66 |
) |
|
|
(58 |
)% |
Total other income (expense), net |
|
|
6,383 |
|
|
|
(1,806 |
) |
|
|
8,189 |
|
|
|
(453 |
)% |
|
|
15,027 |
|
|
|
6,266 |
|
|
|
8,761 |
|
|
|
140 |
% |
Loss before income taxes |
|
|
(29,690 |
) |
|
|
(21,519 |
) |
|
|
(8,171 |
) |
|
|
38 |
% |
|
|
(55,668 |
) |
|
|
(33,242 |
) |
|
|
(22,426 |
) |
|
|
67 |
% |
Provision for (benefit from) income taxes |
|
|
29 |
|
|
|
(2,263 |
) |
|
|
2,292 |
|
|
|
(101 |
)% |
|
|
(675 |
) |
|
|
(2,087 |
) |
|
|
1,412 |
|
|
|
(68 |
)% |
Net loss from consolidated operations |
|
|
(29,719 |
) |
|
|
(19,256 |
) |
|
|
(10,463 |
) |
|
|
54 |
% |
|
|
(54,993 |
) |
|
|
(31,155 |
) |
|
|
(23,838 |
) |
|
|
77 |
% |
Net loss attributable to noncontrolling interests |
|
|
189 |
|
|
|
299 |
|
|
|
(110 |
) |
|
|
(37 |
)% |
|
|
637 |
|
|
|
668 |
|
|
|
(31 |
) |
|
|
(5 |
)% |
Net loss attributable to Fulgent |
|
$ |
(29,530 |
) |
|
$ |
(18,957 |
) |
|
$ |
(10,573 |
) |
|
|
56 |
% |
|
$ |
(54,356 |
) |
|
$ |
(30,487 |
) |
|
$ |
(23,869 |
) |
|
|
78 |
% |
* not meaningful |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
33
Revenue
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||||||||||||||||||
|
|
2026 |
|
|
2025 |
|
|
$ Change |
|
|
% Change |
|
|
2026 |
|
|
2025 |
|
|
$ Change |
|
|
% Change |
|
||||||||
|
|
(in thousands, except percentages) |
|
|||||||||||||||||||||||||||||
Revenue from laboratory services |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Precision diagnostics |
|
$ |
41,453 |
|
|
$ |
47,428 |
|
|
$ |
(5,975 |
) |
|
|
(13 |
)% |
|
$ |
81,691 |
|
|
$ |
91,525 |
|
|
$ |
(9,834 |
) |
|
|
(11 |
)% |
Anatomic pathology |
|
|
37,497 |
|
|
|
28,122 |
|
|
|
9,375 |
|
|
|
33 |
% |
|
|
62,577 |
|
|
|
53,422 |
|
|
|
9,155 |
|
|
|
17 |
% |
BioPharma services |
|
|
6,409 |
|
|
|
6,253 |
|
|
|
156 |
|
|
|
2 |
% |
|
|
12,142 |
|
|
|
10,319 |
|
|
|
1,823 |
|
|
|
18 |
% |
Total laboratory services |
|
|
85,359 |
|
|
|
81,803 |
|
|
|
3,556 |
|
|
|
4 |
% |
|
|
156,410 |
|
|
|
155,266 |
|
|
|
1,144 |
|
|
|
1 |
% |
Revenue from therapeutic development |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
BioPharma services |
|
|
30 |
|
|
|
— |
|
|
|
30 |
|
|
* |
|
|
|
117 |
|
|
|
— |
|
|
|
117 |
|
|
* |
|
||
Total therapeutic development |
|
|
30 |
|
|
|
— |
|
|
|
30 |
|
|
* |
|
|
|
117 |
|
|
|
— |
|
|
|
117 |
|
|
* |
|
||
Total revenue |
|
$ |
85,389 |
|
|
$ |
81,803 |
|
|
$ |
3,586 |
|
|
|
4 |
% |
|
$ |
156,527 |
|
|
$ |
155,266 |
|
|
$ |
1,261 |
|
|
|
1 |
% |
* not meaningful |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Revenue increased by $3.6 million, or 4%, from $81.8 million in the three months ended June 30, 2025, to $85.4 million in the three months ended June 30, 2026. The increase in revenue between periods was driven by increases of $9.4 million in anatomic pathology and $0.2 million in BioPharma services, partially offset by decreases of $6.0 million in precision diagnostics.
Revenue increased by $1.3 million, or 1%, from $155.3 million in the six months ended June 30, 2025, to $156.5 million in the six months ended June 30, 2026. The increase in revenue between periods was driven by increases of $9.2 million in anatomic pathology and $1.8 million in BioPharma services, partially offset by decreases of $9.8 million in precision diagnostics.
The decrease in precision diagnostics revenue was driven by the decline in revenue from our largest customer as this customer begins to perform tests internally. As previously disclosed in our 2025 Annual Report, we expect revenues for our largest customer to continue to decline in 2026 as this customer continues to increase the performance of tests internally. The tests and testing services this customer has historically purchased were primarily precision diagnostic tests. To reduce this revenue risk, we will focus on developing existing customers and increasing the number of customers and thereby reducing the concentration and on successfully integrating our acquired businesses. The increase in anatomic pathology services was primarily due to $12.9 million in revenue resulting from assets and the business acquired in the Bako Acquisition, partially offset by decreases due to the impact of the final phase of the transition of our billing and revenue cycle management system which has resulted in significant processing backlogs and collections delays. We are actively seeking to address these transition issues, but we may be unable to resolve these issues in a timely manner or as quickly as we presently expect. The volume of our anatomic pathology testing services can fluctuate during holiday periods and can decline due to extreme adverse weather conditions leading to temporary laboratory closures as experienced during 2026. The increase in BioPharma services revenue was primarily due to the timing of service projects, though this revenue is expected to remain variable due to the long sales cycle and fluctuations in project timing.
We believe the factors that will affect our ability to grow these revenue streams are 1) the average price point we offer and the reimbursement rate from insurance payors; 2) the concentration of our payor base; 3) the competitive advantage we have due to our broad and flexible test menu, detection rate, and turnaround times; and 4) growth in size of an addressable market. Estimated collection amounts from insurance payors are subject to the complexities and ambiguities of billing, reimbursement regulations and claims processing, as well as considerations unique to Medicare and Medicaid programs. Because our proprietary technology platform allows for rapid scaling of a broad, flexible testing menu, we can offer our customers more scalable and affordable testing. Going forward, we will strive to maintain this competitive advantage and emphasize this in our marketing efforts to grow our testing revenue.
Our customer base includes insurance, institutional, and individual payors. In some periods, our revenue is concentrated on a smaller number of customers. For the laboratory services segment, aggregating customers that are under common control, no customer represented a significant concentration of revenue in the three months ended June 30, 2026, but one customer comprised $16.1 million, or 10%, of total revenue in the six months ended June 30, 2026. The same customer contributed $17.6 million, or 22%, of our revenue in the three months ended June 30, 2025, and contributed $35.2 million, or 23%, of total revenue in the six months ended June 30, 2025. As previously disclosed, we expect revenues for this customer to continue to decline in 2026 as this customer continues to transition the performance of tests internally.
34
For our largest laboratory customer, and for our customers generally, tests are typically purchased on a test-by-test basis and not pursuant to any long-term purchasing arrangements. Any or all of our customers, including affiliated customers or customers under common control who purchase large quantities of tests, have decided, and could again decide at any time, to decrease, delay, or discontinue their orders from us, which could adversely affect our revenue. In addition to the decline in demand from our largest customer transitioning testing services internally discussed above, we believe fluctuations in customer demand for our tests may be attributable, in part, to the nature of our business. Testing demand can often fluctuate throughout the year with lower demand during holiday periods. Our traditional laboratory and testing services customers can also experience significant volatility in their testing demand from period to period in the ordinary course of their operations. Demand fluctuations, particularly for any large customers, often have a significant impact on our period-to-period performance regardless of their cause.
Revenue from the therapeutic development segment includes amounts recognized by ANP Technologies, Inc., or ANP, from technologies licensed to pharmaceutical and biotechnology companies, as well as CROs. An insignificant amount of gross-margin sharing revenue was recognized for the six months ended June 30, 2026. No further gross-margin sharing revenue is expected from this manufacturing and supply agreement.
Revenue from non-U.S. sources increased by $1.5 million, or 27%, from $5.6 million in the three months ended June 30, 2025, to $7.1 million in the three months ended June 30, 2026. The increase in the three-month period was primarily due to increases in total revenue to China of $0.7 million, Australia of $0.4 million, and United Kingdom of $0.2 million. Revenue from non-U.S. sources increased by $1.9 million, or 17%, from $11.2 million in the six months ended June 30, 2025, to $13.2 million in the six months ended June 30, 2026. The increase in the six-month period was primarily due to increases in total revenue to Australia of $0.7 million, China of $0.6 million, and United Kingdom of $0.4 million.
Cost of Revenue
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||||||||||||||||||
|
|
2026 |
|
|
2025 |
|
|
$ Change |
|
|
% Change |
|
|
2026 |
|
|
2025 |
|
|
$ Change |
|
|
% Change |
|
||||||||
|
|
(in thousands, except percentages) |
|
|||||||||||||||||||||||||||||
Cost of revenue |
|
$ |
59,710 |
|
|
$ |
47,368 |
|
|
$ |
12,342 |
|
|
|
26 |
% |
|
$ |
109,358 |
|
|
$ |
92,485 |
|
|
$ |
16,873 |
|
|
|
18 |
% |
Cost of revenue as a % of revenue |
|
|
70 |
% |
|
|
58 |
% |
|
|
|
|
|
|
|
|
70 |
% |
|
|
60 |
% |
|
|
|
|
|
|
||||
Our consolidated cost of revenue increased by $12.3 million, or 26%, from $47.4 million in the three months ended June 30, 2025, to $59.7 million in the three months ended June 30, 2026. The increase in cost of revenue was primarily due to increases of $11.1 million in cost of revenue resulting from assets and the business acquired in the Bako Acquisition and $1.2 million in depreciation expenses.
Our consolidated cost of revenue increased by $16.9 million, or 18%, from $92.5 million in the six months ended June 30, 2025, to $109.4 million in the six months ended June 30, 2026. The increase in cost of revenue was primarily due to increases of $12.8 million in cost of revenue resulting from assets and the business acquired in the Bako Acquisition and increases of $1.8 million in shipping and handling expenses, $1.6 million in depreciation expenses, and $0.9 million in consulting and outside labor costs.
Our consolidated cost of revenue as a percentage of revenue increased from 58% in the three months ended June 30, 2025, to 70% in the three months ended June 30, 2026. Our consolidated cost of revenues as a percentage of revenue increased from 60% in the six months ended June 30, 2025, to 70% in the six months ended June 30, 2026.
Our gross profit decreased by $8.8 million, or 25%, from $34.4 million in the three months ended June 30, 2025, to $25.7 million in the three months ended June 30, 2026, and decreased by $15.6 million, or 25%, from $62.8 million in the six months ended June 30, 2025, to $47.2 million in the six months ended June 30, 2026. Our gross profit as a percentage of revenue, or gross margin, decreased from 42% in the three months ended June 30, 2025, to 30% in the three months ended June 30, 2026, and 40% in the six months ended June 30, 2025, to 30% in the six months ended June 30, 2026. This was driven by the lower collection rate and higher fixed costs, reducing operating leverage primarily resulting from processing and collections delays in connection with the final phase of the implementation of our new billing and revenue cycle management system. This system is complex, and the challenges have been mostly related to implementing the customizations needed to maximize reimbursement that were not fully built into the initial launch. That customization work remains ongoing today. We have made progress implementing a number of the required customizations and remain focused on completing the remaining work as quickly as possible. As the remaining customizations are completed and integrated across our revenue cycle, we expect our collection rate, and correspondingly our gross margin, to improve, though we cannot predict the exact timing of that improvement.
35
Research and Development
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||||||||||||||||||
|
|
2026 |
|
|
2025 |
|
|
$ Change |
|
|
% Change |
|
|
2026 |
|
|
2025 |
|
|
$ Change |
|
|
% Change |
|
||||||||
|
|
(in thousands, except percentages) |
|
|||||||||||||||||||||||||||||
Research and development |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Laboratory services |
|
$ |
8,544 |
|
|
$ |
7,450 |
|
|
$ |
1,094 |
|
|
|
15 |
% |
|
$ |
17,037 |
|
|
$ |
14,532 |
|
|
$ |
2,505 |
|
|
|
17 |
% |
Therapeutic development |
|
|
6,010 |
|
|
|
6,030 |
|
|
|
(20 |
) |
|
|
(0 |
)% |
|
|
11,693 |
|
|
|
11,343 |
|
|
|
350 |
|
|
|
3 |
% |
Total research and development |
|
$ |
14,554 |
|
|
$ |
13,480 |
|
|
$ |
1,074 |
|
|
|
|
|
$ |
28,730 |
|
|
$ |
25,875 |
|
|
$ |
2,855 |
|
|
|
|
||
Laboratory Services
For the laboratory services segment, the research and development expenses were mainly for advancing our technology and future testing and testing services. The expenses increased by $1.1 million, or 15% from $7.5 million in the three months ended June 30, 2025, to $8.5 million in the three months ended June 30, 2026. The increase was primarily attributed to increases of $1.0 million in reagents and supplies expenses.
For the laboratory services segment, the research and development expenses were mainly for advancing our technology and future testing and testing services. The expenses increased by $2.5 million, or 17% from $14.5 million in the six months ended June 30, 2025, to $17.0 million in the six months ended June 30, 2026. The increase was primarily attributed to increases of $1.7 million in reagents and supplies expenses and $0.9 million in personnel expenses.
Therapeutic Development
For the therapeutic development segment, the research and development expenses in the three months ended June 30, 2026, totaled $6.0 million and consisted of $2.8 million in contract research organization, or CRO, costs, and $2.7 million in personnel costs, including equity-based compensation. In the three months ended June 30, 2025, these expenses totaled $6.0 million and comprised $3.0 million in CRO costs and $2.6 million of personnel costs, including equity-based compensation. Other expense categories including facilities and depreciation are not individually significant and have remained stable.
For the therapeutic development segment, the research and development expenses in the six months ended June 30, 2026, totaled $11.7 million and consisted of $5.7 million in personnel costs, including equity-based compensation, and $4.8 million in CRO costs. In the six months ended June 30, 2025, these expenses totaled $11.3 million and comprised $5.5 million in CRO costs and $5.0 million of personnel expenses, including equity-based compensation. Other expense categories including facilities and depreciation are not individually significant and have remained stable.
Research and development expenses for the therapeutic development segment remained flat for each of the three and six months ended June 30, 2026 and 2025.
Expenses for our therapeutic development segment will be influenced by our ability to progress our therapeutic candidates through development with the Food and Drug Administration, or the FDA, the timing of which can be uncertain and delayed due to a variety of factors beyond our control, including staff reductions at the FDA, which may affect the FDA’s ability to provide any required approvals or review in a timely manner or in the timelines expected.
We have confirmed an end of Phase 2 meeting for FID-007 with the FDA which is scheduled before the end of August 2026 and, assuming favorable discussions with the FDA, we plan to commence a Phase 3 trial of FID-007 for the treatment of patients diagnosed with recurrent or metastatic head and neck squamous cell carcinoma in the first half of 2027.
Looking ahead, we expect research and development expenses to continue increasing as clinical trials progress for FID-007, FID-022, and other pre-clinical studies.
Selling and Marketing
Our consolidated selling and marketing expenses increased by $2.9 million, or 24%, from $12.3 million in the three months ended June 30, 2025, to $15.2 million in the three months ended June 30, 2026. The increase in consolidated selling and marketing expenses was due to increase of $3.9 million resulting from assets and the business acquired in the Bako Acquisition, partially offset by decreases of $1.8 million in advertising and marketing expenses.
36
Our consolidated selling and marketing expenses increased by $6.7 million, or 32%, from $20.8 million in the six months ended June 30, 2025, to $27.4 million in the six months ended June 30, 2026. The increase in consolidated selling and marketing expenses was due to increase of $4.7 million resulting from assets and the business acquired in the Bako Acquisition, $2.2 million in personnel costs due to increased headcount, and $1.4 million in software and software licensing, partially offset by decreases of $1.9 million in advertising and marketing expenses.
General and Administrative
Our consolidated general and administrative expenses increased by $0.8 million, or 3%, from $26.4 million in the three months ended June 30, 2025, to $27.2 million in the three months ended June 30, 2026. The increase in consolidated general and administrative expenses was due to increases of $3.6 million resulting from assets and the business acquired in the Bako Acquisition and $0.7 million in software and software licensing costs, partially offset by decreases of $1.9 million in legal expense and $0.7 million of bonus expense.
Our consolidated general and administrative expenses increased by $3.2 million, or 6%, from $51.7 million in the six months ended June 30, 2025, to $54.9 million in the six months ended June 30, 2026. The increase in consolidated general and administrative expenses was due to increase of $4.7 million resulting from assets and the business acquired in the Bako Acquisition, partially offset by decreases of $1.0 million in bonus expense.
Impairment of Intangible Assets
During the three months ended June 30, 2026, we identified a triggering event with respect to a finite-lived customer relationship intangible asset acquired as part of the ANP acquisition, resulting from loss of a significant customer relationship. As a result, we recorded an impairment charge of $2.2 million during the three months ended June 30, 2026, representing the remaining net carrying value of the intangible asset after accumulated amortization since the ANP acquisition date, effectively writing off the asset in its entirety. The impairment charge is reflected within a separate line item in the Condensed Consolidated Statements of Operations. There was no such impairment charges for intangible assets in prior year.
Amortization of Intangible Assets
Our consolidated amortization of intangible assets represents amortization expenses on the intangible assets that arose from the business combinations in 2026, 2025, 2022 and 2021, and a patent purchased in 2021.
Other Income (Expenses)
Other income (expense) is primarily comprised of interest income, which was $6.4 million and $15.1 million in the three and six months ended June 30, 2026, respectively, and $8.1 million and $16.1 million in the three and six months ended June 30, 2025, respectively. This interest income included interest earned on marketable securities and realized gain or loss on sale of marketable securities, as well as interest accrued for outstanding federal tax refunds. The change in interest income was primarily due to the interest earned from the outstanding federal tax refunds, partially offset by lower overall marketable security balances. Other expenses primarily consisted of a one-time, non-cash impairment of a prior investment as discussed further in Note 4. Fair Value Measurements, of the financial statements included in this quarterly report.
Provision for (Benefit from) Income Taxes
Provision for (benefit from) income taxes was $0.03 million and ($0.7) million for the three and six months ended June 30, 2026, respectively, compared with ($2.3) million and ($2.1) million for the three and six months ended June 30, 2025, respectively. The Company’s effective tax rate was (0.1%) and 1% for the three and six months ended June 30, 2026, respectively, compared to 11% and 6% for the three and six months ended June 30, 2025, respectively. The change in the effective tax rate compared to prior periods was primarily driven by a one-time tax benefit resulting from the Bako Acquisition completed during the quarter, which allowed the Company to recognize a portion of the tax benefit from its net operating losses that had previously been reserved.
Net Loss Attributable to Noncontrolling Interest
Net loss attributable to noncontrolling interest represents net loss attributable to minority stockholders from entities not wholly owned.
37
Liquidity and Capital Resources
Liquidity and Sources of Cash
We had $551.5 million and $705.5 million in cash, cash equivalents, restricted cash, and marketable securities as of June 30, 2026, and December 31, 2025, respectively. Our marketable securities primarily consist of U.S. government and U.S. agency debt securities, corporate bonds, and municipal bonds as of June 30, 2026, and December 31, 2025.
Our primary uses of cash are for strategic acquisitions (the Bako Acquisition was funded from existing cash); our stock repurchase program; capital expenditures, mainly in buildings, building improvements, and equipment; repurchases of our stock; the funding of our clinical trials; and the funding of our operations as we continue to invest in and seek to grow our business. Cash used to fund operating expenses is impacted by the timing of our expense payments, as reflected in the changes in our outstanding accounts payable and accrued expenses. Future repurchases under the stock repurchase program, if any, will depend on a variety of factors, including the market price of our common stock, general market and economic conditions, our financial condition and operating results, our capital requirements and alternative uses of capital, applicable legal requirements, and other factors our board of directors may deem relevant. Our stock repurchase program does not obligate us to repurchase any specific number of shares and may be suspended, modified, or discontinued at any time without prior notice.
We expect our existing cash, cash equivalents, restricted cash, and marketable securities to continue to be sufficient to meet our anticipated cash requirements for at least the next 12 months. Cash provided by operations has significantly contributed to our ability to meet our liquidity needs, including paying for capital expenditures, however, cash provided by our operations has in the past experienced fluctuations from period to period, which we expect may continue in the future. These fluctuations can occur because of a variety of factors, including, among others, factors relating to the demand for our tests, whether large customers continue ordering our tests, the amount and timing of sales, the prices we charge for our tests due to changes in product mix, customer mix, general price degradation for tests, or other factors, the rate and timing of our billing and collections cycles and the timing and amount of our commitments and other payments. We intend to improve our profitability by improving margins and expanding in new markets for our tests, but these efforts are subject to risks, including those described in “Item 1A. Risk Factors” of the 2025 Annual Report, and may not be successful. Moreover, even if our liquidity expectations are correct, we may still seek to raise additional capital through securities offerings, credit facilities or other debt financings, asset sales or collaborations or licensing arrangements.
In addition and as discussed above, we are in the process of transitioning our billing and revenue cycle management system, which has required us to rebuild and implement significant customizations. The final phase of this transition and the related customization needed for this system to work as intended remain ongoing and are not yet complete. As a result, we have encountered processing delays affecting our collections rate and some delayed amounts may not ultimately be collected at the rate we expect. As the remaining customizations are completed and integrated across our revenue cycle, we expect our collection rates to improve, though we cannot predict the exact timing of that improvement. We do not believe this matter will impact our ability to meet our anticipated cash requirements for at least the next 12 months, but continued delays in completing this transition could further affect our collections, liquidity, and results of operations.
If we raise additional funds by issuing equity securities, our existing stockholders could experience substantial dilution. Additionally, any preferred stock we issue could provide for rights, preferences or privileges senior to those of our common stock, and our issuance of any additional equity securities, or the possibility of such an issuance, could cause the market price of our common stock to decline. The terms of any debt securities we issue or borrowings we incur, if available, could impose significant restrictions on our operations, such as limitations on our ability to incur additional debt or issue additional equity or other restrictions that could adversely affect our ability to conduct our business, and would result in increased fixed payment obligations. If we seek to sell assets or enter into collaborations or licensing arrangements to raise capital, we may be required to accept unfavorable terms or relinquish or license to a third party our rights to important or valuable technologies or tests we may otherwise seek to develop ourselves. Moreover, we may incur substantial costs in pursuing future capital raises, including investment banking, legal and accounting fees, printing and distribution expenses and other similar costs. Additional funding may not be available to us when needed, on acceptable terms or at all. If we are not able to secure funding if and when needed and on reasonable terms, we may be forced to delay, reduce the scope of or eliminate one or more sales and marketing initiatives, research and development programs or other growth plans or strategies. In addition, we may be forced to work with a partner on one or more aspects of our tests or market development programs or initiatives, which could lower the economic value to us of these tests, programs or initiatives. Any such outcome could significantly harm our business, performance and prospects.
38
Cash Flows
The following table summarizes cash flows from continuing operations for each of the periods presented:
|
|
Six Months Ended June 30, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
|
|
(in thousands) |
|
|||||
Net cash used in operating activities |
|
$ |
(16,661 |
) |
|
$ |
(34,602 |
) |
Net cash provided by investing activities |
|
$ |
61,740 |
|
|
$ |
81,133 |
|
Net cash used in financing activities |
|
$ |
(69,058 |
) |
|
$ |
(13,810 |
) |
Operating Activities
During the six months ended June 30, 2026, our operations used $16.7 million of cash, as compared to $34.6 million used in the six months ended June 30, 2025. The decrease in cash used in operating activities in the six months ended June 30, 2026, as compared with the corresponding period in 2025, was primarily due to the purchase of IRA tax credits of $33.8 million in 2025, partially offset by $13.5 million cash payment in connection with the settlement of a professional liability matter during the three months ended June 30, 2026. The remaining is related to the timing of cash receipts from customers and cash payments for operating expenses. We expect to incur more operating expenses and use more cash in operating activities in the coming quarters as a result of our planned and ongoing clinical trials for FID-007 and FID-022, and as we continue to invest resources to grow our laboratory services business.
Investing Activities
The cash provided by or used in investing activities is impacted by capital expenditures for operational needs and timing of payments, timing of maturities of marketable securities, and discretionary business combinations and other investments.
Cash provided by investing activities in the six months ended June 30, 2026 was $61.7 million, which primarily represented $103.2 million in maturities of marketable securities, $33.1 million in proceeds from sale of marketable securities, partially offset by $55.6 million related to business acquisitions, $10.0 million from the purchase of marketable securities, and $9.1 million related to the purchase of fixed assets consisting mainly of building improvements, medical laboratory equipment, and computer hardware.
Cash provided by investing activities in the six months ended June 30, 2025, was $81.1 million, which primarily represented $92.7 million related to maturities of marketable securities, partially offset by $11.5 million related to the purchase of fixed assets consisting mainly of building improvement, medical laboratory equipment, and computer hardware.
Financing Activities
Cash used in financing activities in the six months ended June 30, 2026, was $69.1 million, which primarily related to $63.9 million used in the repurchase of common stock and $4.5 million used in common stock withholding for employee tax obligations.
Cash used in financing activities in the six months ended June 30, 2025, was $13.8 million, which primarily related to $10.9 million for repurchase of common stock and $2.2 million used in common stock withholding for employee tax obligations.
We do not expect to use any credit facilities due to the strong cash position as of June 30, 2026.
Stock Repurchase Program
In March 2022, our board of directors authorized a $250.0 million stock repurchase program. The stock repurchase program has no expiration from the date of authorization. Under the stock repurchase program, we may repurchase shares from time to time in the open market or in privately negotiated transactions.
During the three and six months ended June 30, 2026, we repurchased 1.5 million and 4.1 million shares of our common stock, respectively, at an aggregate cost of $23.8 million and $63.9 million, respectively, under the stock repurchase program. During the three and six months ended June 30, 2025, we repurchased 0.2 million and 0.6 million shares of our common stock, respectively, at an aggregate cost of $3.0 million and $10.9 million, respectively, under the stock repurchase program. As of June 30, 2026, a total of approximately $75.8 million remained available for future repurchases of our common stock under our stock repurchase program.
39
Critical Accounting Policies and Use of Estimates
There have been no material changes to our critical accounting policies or estimates from the information provided in Part II, “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations,” included in the 2025 Annual Report.
Recent Accounting Pronouncements
See Note 2. Summary of Significant Accounting Policies, to our condensed consolidated financial statements included in this report for information about recent accounting pronouncements.
Off-Balance Sheet Arrangements
We did not have, and do not currently have, any off-balance sheet arrangements during the periods presented, as defined in the rules and regulations of the SEC, that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
For quantitative and qualitative disclosures about market risk, see Part II, “Item 7A. Quantitative and Qualitative Disclosures About Market Risk,” in the 2025 Annual Report. There were no material changes during the six months ended June 30, 2026.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are controls and other procedures of a company that are designed to ensure that information required to be disclosed by the company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. As required by Rule 13a-15(b) under the Exchange Act, our management, with the participation of our principal executive officer and principal financial officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures as of June 30, 2026. Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of June 30, 2026.
Changes in Internal Control over Financial Reporting
There have not been any changes in our internal control (as required by Rule 13a-15(c) under the Exchange Act) over financial reporting during the three months ended June 30, 2026, that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
Inherent Limitations on Disclosure Controls and Procedures and Internal Control over Financial Reporting
Management recognizes that any controls and procedures, no matter how well-designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the benefits of possible controls and procedures relative to their costs. Because of these inherent limitations, our disclosure and internal controls may not prevent or detect all instances of fraud, misstatements or other control issues. In addition, projections of any evaluation of the effectiveness of disclosure or internal controls to future periods are subject to risks, including, among others, that controls may become inadequate because of changes in conditions or that the degree of compliance with policies or procedures may deteriorate.
40
PART II—OTHER INFORMATION
Item 1. Legal Proceedings.
From time to time, we may be involved in legal proceedings arising in the ordinary course of our business. As disclosed in Note 8. Debt, Commitments, and Contingencies, to the condensed consolidated financial statements, we are engaged in certain legal investigations and audits, and the disclosure set forth in Note 8 relating to these certain legal matters is incorporated herein by reference.
The outcome of these matters is inherently uncertain, and there can be no assurance that favorable outcomes will be obtained.
Regardless of the outcome, litigation can have an adverse impact on us due to defense and settlement costs, diversion of management resources, negative publicity, and reputational harm, among other factors.
Item 1A. Risk Factors.
There have been no material changes to the risk factors set forth in Part I, “Item 1A, Risk Factors,” of the 2025 Annual Report.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Information on Share Repurchases
In March 2022, our Board of Directors authorized a $250.0 million stock repurchase program. The stock repurchase program has no expiration from the date of authorization. Under the stock repurchase program, the Company may repurchase shares from time to time in the open market or in privately negotiated transactions. Purchases are made in the open market at prevailing market prices and were executed pursuant to trading plans we adopted pursuant to Rule 10b5-1 under the Exchange Act.
The number of shares of common stock repurchased by the Company under the stock repurchase program and the average price paid per share for the three months ended June 30, 2026, are as follows:
Period |
|
(a) Total Number of Shares Repurchased |
|
|
(b) Average Price Paid Per Share (1) |
|
|
(c) Total Number of Shares Repurchased as Part of Publicly Announced Plans or Programs |
|
|
(d) Maximum Dollar Value of Shares that May Yet Be Repurchased Under the Plans or Programs |
|
||||
April 2026 (4/1/2026-4/30/2026) |
|
|
488,822 |
|
|
$ |
15.92 |
|
|
|
488,822 |
|
|
$ |
91,830,850 |
|
May 2026 (5/1/2026-5/31/2026) |
|
|
1,034,546 |
|
|
$ |
15.49 |
|
|
|
1,034,546 |
|
|
$ |
75,837,259 |
|
Total |
|
|
1,523,368 |
|
|
|
|
|
|
1,523,368 |
|
|
|
|
||
(1) Includes commissions for the shares repurchased under the stock repurchase program.
As of June 30, 2026, a total of approximately $75.8 million remained available for future repurchases of our common stock under the stock repurchase program.
Item 5. Other Information.
Rule 10b5-1 trading arrangements
During the three months ended June 30, 2026,
Item 6. Exhibits.
The information required by this Item 6 is set forth on the Exhibit Index immediately preceding the signature page of this report and is incorporated herein by reference.
41
EXHIBIT INDEX
|
|
|
Incorporated by Reference |
||||
Exhibit No. |
Exhibit Title |
Filed with this Form 10-Q |
Form |
|
Form No. |
|
Date Filed |
|
|
|
|
|
|
|
|
3.1 |
Certificate of Incorporation of the registrant, as amended. |
|
10-Q |
|
001-37894 |
|
8/14/2017 |
|
|
|
|
|
|
|
|
3.1.1 |
Certificate of Amendment to Certificate of Incorporation of the registrant, dated August 2, 2016. |
|
10-Q |
|
001-37894 |
|
8/14/2017 |
|
|
|
|
|
|
|
|
3.1.2 |
Certificate of Amendment to Certificate of Incorporation of the registrant, dated May 17, 2017. |
|
10-Q |
|
001-37894 |
|
8/14/2017 |
|
|
|
|
|
|
|
|
3.2 |
Amended and Restated Bylaws of the registrant. |
|
10-Q |
|
001-37894 |
|
8/4/2023 |
|
|
|
|
|
|
|
|
10.1+ |
Fulgent Genetics, Inc. 2026 Equity Incentive Plan. |
|
8-K |
|
001-37894 |
|
5/14/2026 |
|
|
|
|
|
|
|
|
10.2+ |
Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Agreement under the Fulgent Genetics, Inc. 2026 Equity Incentive Plan. |
|
8-K |
|
001-37894 |
|
5/14/2026 |
|
|
|
|
|
|
|
|
10.3+ |
Form of Stock Option Grant Notice and Stock Option Agreement under the Fulgent Genetics, Inc. 2026 Equity Incentive Plan. |
|
8-K |
|
001-37891 |
|
5/14/2026 |
|
|
|
|
|
|
|
|
31.1^ |
Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
X |
|
|
|
|
|
|
|
|
|
|
|
|
|
31.2^ |
Certification of Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
X |
|
|
|
|
|
|
|
|
|
|
|
|
|
32.1* |
Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
X |
|
|
|
|
|
|
|
|
|
|
|
|
|
101.INS |
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. |
X |
|
|
|
|
|
|
|
|
|
|
|
|
|
101.SCH |
Inline XBRL Taxonomy Extension Schema Document. |
X |
|
|
|
|
|
|
|
|
|
|
|
|
|
101.CAL |
Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
X |
|
|
|
|
|
|
|
|
|
|
|
|
|
101.DEF |
Inline XBRL Taxonomy Extension Definition Linkbase Document. |
X |
|
|
|
|
|
|
|
|
|
|
|
|
|
101.LAB |
Inline XBRL Taxonomy Extension Label Linkbase Document. |
X |
|
|
|
|
|
|
|
|
|
|
|
|
|
101.PRE |
Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
X |
|
|
|
|
|
|
|
|
|
|
|
|
|
104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
X |
|
|
|
|
|
+ Management compensation plan or arrangement.
^ Filed herewith.
* Furnished herewith.
42
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
FULGENT GENETICS, INC. |
|
|
|
|
|
Date: July 30, 2026 |
|
By: |
/s/ Ming Hsieh |
|
|
|
Ming Hsieh |
|
|
|
Chief Executive Officer (principal executive officer) |
|
|
|
|
Date: July 30, 2026 |
|
By: |
/s/ Paul Kim |
|
|
|
Paul Kim |
|
|
|
Chief Financial Officer (principal financial and accounting officer) |
43