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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 17, 2026
FULGENT GENETICS, INC.
(Exact Name of Registrant as Specified in Charter)
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Delaware |
001-37894 |
81-2621304 |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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4399 Santa Anita Avenue El Monte, California |
91731 |
(Address of Principal Executive Offices) |
(Zip Code) |
(626) 350-0537
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
Common Stock, par value $0.0001 per share |
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FLGT |
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The Nasdaq Stock Market
(Nasdaq Global Market) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
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. ☐
Item 1.01 Entry into a Material Definitive Agreement.
The disclosure set forth under Item 2.01 of this Current Report on Form 8-K relating to the Lease and Lease Assignment (each as defined in Item 2.01 of this Current Report on Form 8-K) is incorporated by reference into this Item 1.01.
Item 2.01 Completion of Acquisition or Disposition of Assets.
Purchase and Sale Agreement
As previously disclosed in the Current Report on Form 8-K filed on December 22, 2025, (the “Prior Form 8-K”), on December 20, 2025, Inform Diagnostics, Inc. (the “Buyer”), a wholly owned subsidiary of Fulgent Genetics, Inc. (the “Company”), entered into a Purchase and Sale Agreement (the “PSA”) with Bako Pathology LP, Bako Pathology Holdings Corp., BPA Holding Corp. (the “Seller”), Dermatopathology Experts, LLC (“StrataDx”), and Fulgent Therapeutics, LLC (solely for purposes of Section 11.16 (and Article XI as it relates to Section 11.16) of the PSA), pursuant to which Seller, among other things, agreed to sell and Buyer agreed to purchase, all of the issued and outstanding equity interests of StrataDx, for a base purchase price of $12.5 million in cash, subject to certain customary price adjustments.
On March 17, 2026, the transactions contemplated by the PSA were completed (the “PSA Closing”). Pursuant to the PSA, Buyer paid purchase price of approximately $13.5 million in cash (subject to certain post-closing adjustments as set forth in the PSA). At the PSA Closing, Buyer paid certain indebtedness and transaction expenses on behalf of Seller, funded an escrow account to secure post-closing purchase price adjustments, and paid the remaining estimated closing consideration to Seller in cash.
The PSA contained customary representations and warranties, covenants, and other terms which were described in the Prior Form 8-K.
Asset Purchase Agreement
As previously disclosed in the Prior Form 8-K, on December 20, 2025, Buyer entered into an Asset Purchase Agreement (the “APA”) with Bako Pathology LP (“Sellers’ Representative”), Bako Pathology Holdings Corp., BPA Holding Corp., Bakotic Pathology Associates, L.L.C. (“Bakotic Pathology Associates”), Podceuticals L.L.C., GBRL Consulting, LLC (collectively with Sellers’ Representative, the “Sellers”), and Fulgent Therapeutics, LLC (solely for purposes of Section 11.16 (and Article XI as it relates to Section 11.16) of the APA), pursuant to which Sellers, among other things, agreed to sell and Buyer agreed to purchase and assume, substantially all of the assets and certain specified liabilities related to Sellers’ business in dermatopathology and podiatric pathology and molecular diagnostic services and therapeutic products, for a base purchase price of $43.0 million in cash, subject to certain customary price adjustments.
On March 17, 2026, the transactions contemplated by the APA were completed (the “APA Closing”). Pursuant to the APA, Buyer paid purchase price of approximately $43.4 million in cash (subject to certain post-closing adjustments as set forth in the APA). At the APA Closing, Buyer paid certain indebtedness and transaction expenses on behalf of Sellers, funded an escrow account to secure post-closing purchase price adjustments, and paid the remaining estimated closing consideration to Sellers in cash.
The APA contained customary representations and warranties, covenants, and other terms which were described in the Prior Form 8-K.
The foregoing descriptions of the PSA and APA and related transactions do not purport to be complete and are qualified in their entirety by reference to the PSA and APA, which are filed as Exhibits 2.1 and 2.2, respectively, to the Prior Form 8-K and this Current Report on Form 8-K, and are incorporated herein by reference.
Assignment and Assumption of Lease – Alpharetta Property
Additionally, in connection with the APA Closing, the Buyer and Bakotic Pathology Associates entered into an Assignment and Assumption of Lease (the “Lease Assignment”), dated March 17, 2026, pursuant to which Bakotic Pathology Associates assigned to the Buyer a Commercial Lease Agreement, dated July 21, 2015, as amended on January 11, 2016, and September 23, 2024, ( the “Lease”) for approximately 29,099 square feet of laboratory and office space located at 6240 Shiloh Road, Alpharetta, GA 30005. The initial lease term commenced on August 1, 2015, and will terminate on July 31, 2032. The Lease provides for an annual base rent of $15.54 per square foot starting August 1, 2025, and increases by 2% each lease year. Pursuant to the Lease, the tenant is responsible for operating expenses in addition to base rent, including insurance premiums, taxes, utilities, and other expenses. Under the terms of the Lease Assignment, the Buyer assumed all of Bakotic Pathology Associates’ rights and obligations under the Lease.
Item 7.01 Regulation FD Disclosure.
On March 17, 2026, the Company and Consonance Capital Partners issued a joint press release announcing the PSA Closing and the APA Closing. A copy of the press release is attached to this report as Exhibit 99.1.
The information in Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any registration statement or other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses or Funds Acquired.
Any financial statements that may be required to be filed under Item 9.01(a) of this Current Report on Form 8-K will be filed by amendment to this Current Report on Form 8-K within the time period required to be filed by Item 9.01 of Form 8-K.
(b) Pro Forma Financial Information.
Any pro forma financial information that may be required to be filed under Item 9.01(b) of this Current Report on Form 8-K will be filed by amendment to this Current Report on Form 8-K within the time period required by Item 9.01 of Form 8-K.
(d) Exhibits.
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Exhibit No. |
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Description |
2.1* |
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Purchase and Sale Agreement, dated December 20, 2025, by and among Bako Pathology LP, Bako Pathology Holdings Corp., BPA Holding Corp., Dermatopathology Experts, LLC, Fulgent Therapeutics, LLC, and Inform Diagnostics, Inc. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on December 22,2025) |
2.2* |
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Asset Purchase Agreement, dated December 20, 2025, by and among Bako Pathology LP, Bako Pathology Holdings Corp., BPA Holding Corp., Bakotic Pathology Associates, L.L.C., Podceuticals L.L.C., GBRL Consulting, LLC, Fulgent Therapeutics, LLC, and Inform Diagnostics, Inc. (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on December 22,2025) |
99.1 |
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Press Release dated March 17, 2026 |
104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted exhibits or schedules upon request by the Securities and Exchange Commission; provided, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any exhibits or schedules so furnished.
SIGNATURE
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 hereunto duly authorized.
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Date: March 17, 2026 |
FULGENT GENETICS, INC. |
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By: |
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/s/ Paul Kim |
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Name: |
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Paul Kim |
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Title: |
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Chief Financial Officer |
Fulgent Genetics Completes Acquisition of Bako Diagnostics and StrataDx
EL MONTE, Calif.—March 17, 2026—Fulgent Genetics, Inc. (NASDAQ: FLGT) (“Fulgent”), a technology-based company with a well-established laboratory services business and a therapeutic development business, today announced the completion of the acquisition of Bako Diagnostics, a premier pathology laboratory, and StrataDx, a premier dermatopathology laboratory, as previously announced on December 22, 2025.
Under the terms of the agreement, Fulgent acquired certain assets of Bako Diagnostics and acquired StrataDx for a total combined purchase price of approximately $56.9 million in cash, subject to certain post-closing adjustments.
For additional information, please refer to the Form 8-K that was filed with the SEC and is available at https://ir.fulgentgenetics.com/.
Advisors
Piper Sandler & Co. acted as exclusive financial advisor; and Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. served as legal counsel to Fulgent Genetics, Inc. in connection with the transaction.
EV Health Partners acted as exclusive financial advisor, and Latham & Watkins LLP served as legal counsel to Consonance Capital Partners, Bako Diagnostics, and StrataDx.
About Fulgent Genetics
Fulgent is a technology-based company with a well-established laboratory services business and a therapeutic development business. Fulgent’s laboratory services business includes technical laboratory and testing services and professional interpretation of laboratory results by licensed physicians. Fulgent’s therapeutic development business is focused on developing drug 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. Fulgent aims to transform from a diagnostic business into a fully integrated precision medicine company.
About Bako Diagnostics
Bako Diagnostics is a premier national provider of specialty laboratory testing services which offers a comprehensive testing menu, including complete anatomic pathology services, proprietary molecular genetic testing, and peripheral neuropathy immuno-histochemical testing. Bako is primarily focused on providing clients with unmatched sector-specific expertise and physician support services.
About StrataDx
StrataDx is a national diagnostic laboratory located in Lexington, Massachusetts dedicated to providing best-in-class pathology services to save lives. Led by dermatopathology experts, StrataDx provides advanced diagnostics for a wide range of skin conditions including melanocytic and soft tissue lesions, dermatoses, and lymphomas. Board-certified oral pathologists represent decades of expertise across a wide range of clinical specialties. StrataDx is considered a leader in testing for the dermatology market.
About Consonance Capital Partners
Consonance Capital Partners is a private equity manager focused exclusively on investing in the healthcare industry.
Forward Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Examples of forward-looking statements in this press release include statements about, among other things: the efficiency or quality of services and testing, momentum, trajectory, vision, future opportunities and future growth of Fulgent’s testing and laboratory services, technologies and expansion, the future benefits of Fulgent’s research and development efforts, Fulgent’s identification and evaluation of opportunities and its ability to capitalize on opportunities, and Fulgent’s ability to continue to scale and grow its business.
Forward-looking statements are statements other than historical facts and relate to future events or circumstances or Fulgent’s future performance, and they are based on management’s current assumptions, expectations, and beliefs concerning future developments and their potential effect on Fulgent’s business, including the acquired businesses and assets of Bako Pathology and StrataDx. These forward-looking statements are subject to a number of risks and uncertainties, which may cause the forward-looking events and circumstances described in this press release to not occur, and actual results to differ materially and adversely from those described in or implied by the forward-looking statements. These risks and uncertainties include, among others: Fulgent’s level of success in establishing and obtaining the intended benefits from partnerships, strategic investments, joint ventures, other relationships or acquisitions and the risks related to potential assumed liability and integration challenges in connection with these partnerships, strategic investments, joint ventures, other relationships and acquisitions (which expressly include the Bako Diagnostics and StrataDx acquisitions); the market potential for, and the rate and degree of market adoption of, Fulgent’s tests (and following and assuming the completion of the acquisitions, Bako and StrataDx’s tests); Fulgent’s ability to maintain turnaround times and otherwise keep pace with rapidly changing technology; Fulgent’s ability to maintain the low internal costs of its business model; Fulgent’s ability to maintain an acceptable margin; risks related to volatility in Fulgent’s results, which can fluctuate significantly from period to period; risks associated with the composition of Fulgent’s customer base, which can fluctuate from period to period and is often comprised of a small number of customers that account for a significant portion of Fulgent’s revenue; Fulgent’s level of success in obtaining coverage and adequate reimbursement and collectability levels from third-party payors for its tests and testing services; the success of Fulgent’s development efforts, including Fulgent’s ability to progress its candidates through clinical trials on the timelines expected; Fulgent’s compliance with the
various evolving and complex laws and regulations applicable to its business and its industry; and Fulgent’s ability to protect its proprietary technology and intellectual property. As a result of these risks and uncertainties, forward-looking statements should not be relied on or viewed as predictions of future events.
The forward-looking statements made in this press release speak only as of the date of this press release, and Fulgent assumes no obligation to update publicly any such forward-looking statements to reflect actual results or to changes in expectations, except as otherwise required by law. Fulgent’s reports filed with the U.S. Securities and Exchange Commission, or the SEC, including its annual report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 27, 2026, and the other reports it files from time to time, including subsequently filed annual, quarterly and current reports, are made available on Fulgent’s website upon their filing with the SEC. These reports contain more information about Fulgent, its business and the risks affecting its business.
Investor Relations Contact:
The Blueshirt Group
Lauren Sloane, Lauren@blueshirtgroup.com
Source: Fulgent Genetics, Inc.
