MDxHealth (MDXH) outlines ExoDx acquisition terms and GPS earnout changes
Rhea-AI Filing Summary
MDxHealth reports on its acquisition of Exosome Diagnostics and an amended earnout arrangement for a prior GPS transaction. The company agreed to acquire Exosome Diagnostics, including the ExoDx prostate cancer test and CLIA lab, for up to $15 million, with about $5 million in stock at closing and four subsequent annual instalments of $2.5 million each, partly in cash and partly in cash or stock at MDxHealth’s discretion.
Audited 2025 financials for Exosome Diagnostics show sales of $27.3 million and a net loss of $86.5 million, driven largely by impairment charges. MDxHealth also amended the GPS acquisition earnout with Exact Sciences, rescheduling remaining payments to $15.0 million in 2026, $18.0 million in 2027 and $21.5 million in 2028, and issuing warrants for 3 million MDxHealth shares at an exercise price of $5.265 per share.
Positive
- None.
Negative
- None.
Insights
MDxHealth expands in urology diagnostics while restructuring GPS earnout obligations.
MDxHealth is integrating Exosome Diagnostics, adding the ExoDx Prostate test and a CLIA-certified lab for up to
The pro forma information reflects fair value remeasurement of Exosome’s intangibles, goodwill and contingent consideration under IFRS acquisition accounting. This highlights that much of the consideration is attributed to intangible assets and goodwill, which will influence future amortization and impairment testing outcomes.
The amended GPS earnout defers remaining obligations into
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934
For the month of February 2026
Commission File Number 001-40996
MDXHEALTH SA
(Translation of registrant’s name into English)
CAP Business Center
Zone Industrielle des Hauts-Sarts
4040 Herstal, Belgium
+32 4 257 70 21
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
MDXHEALTH SA
Exosome Diagnostics Acquisition
On August 5, 2025, MDxHealth SA (the “Company”) entered into an agreement with Bio-Techne Corporation (“Bio-Techne”), to acquire Exosome Diagnostics, Inc., including the ExoDx test, its CLIA-certified clinical laboratory and related assets from Bio-Techne.
Under the terms of the acquisition, which closed on September 15, 2025, the Company acquired Exosome Diagnostics, Inc., including the ExoDx test, its CLIA-certified clinical laboratory and related assets for an aggregate purchase price of up to $15 million, with approximately $5 million in stock paid at closing and, subject to certain conditions, $2.5 million to be paid annually over the following 4 years, with 50% payable in cash and 50% payable in cash or stock at the Company’s discretion.
Filed herewith as Exhibit 99.1 are the audited financial statements of Exosome Diagnostics, Inc. for the year ended June 30, 2025. Additionally, filed herewith as Exhibit 99.2 is unaudited pro forma condensed combined balance sheet information regarding the Company and Exosome Diagnostics, Inc. as of June 30, 2025, and unaudited pro forma condensed combined statements of operation for the year ended December 31, 2024 and the six months ended June 30, 2025, respectively.
GPS Acquisition Agreement Amendment
On January 9, 2026, mdxhealth and Exact Sciences signed an amendment to defer and extend the earnout obligation related to the GPS acquisition in 2022. Per the terms of the amendment, the remaining earnout payments owed to Exact Sciences will be paid as follows: $15.0 million in 2026, $18.0 million in 2027, and $21.5 million in 2028. In consideration, mdxhealth agreed to issue to Exact Sciences warrants exercisable into 3 million shares of common stock of mdxhealth at an exercise price of $5.265 per warrant.
| Exhibit No. | Description of Exhibit | |
| 99.1 | Audited financial statements of Exosome Diagnostics, Inc. for the year ended June 30, 2025 | |
| 99.2 | Unaudited pro forma condensed combined balance sheet of the Company and Exosome Diagnostics, Inc. as of June 30, 2025, and unaudited pro forma condensed combined statements of operation of the Company and Exosome Diagnostics, Inc. for the year ended December 31, 2024 and the six months ended June 30, 2025. |
1
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.
| MDXHEALTH SA | |||
| Date: February 11, 2026 | By: | /s/ Michael McGarrity | |
| Name: | Michael McGarrity | ||
| Title: | Chief Executive Officer | ||
2
Exhibit 99.1
EXOSOME DIAGNOSTICS, INC.
Financial Statements
June 30, 2025
(With Independent Auditors’ Report Thereon)
Index of Financial Statements
| Page | ||
| Independent Auditor’s Report | 1 | |
| Balance Sheet as of June 30, 2025 | 3 | |
| Statement of Operations for the year ended June 30, 2025 | 4 | |
| Statement of Shareholder’s Equity for the year ended June 30, 2025 | 6 | |
| Statement of Cash Flows for the year ended June 30, 2025 | 5 | |
| Notes to Financial Statements | 7 | |
| Note 1. Description of Business and Summary of Significant Accounting Policies | 7 | |
| Note 2. Revenue Recognition | 9 | |
| Note 3. Supplemental Balance Sheet Information | 10 | |
| Note 4. Fair Value Measurements | 11 | |
| Note 5. Income Taxes | 11 | |
| Note 6. Subsequent Events | 12 |
i
KPMG LLP
Suite 600
350 N. 5th Street
Minneapolis, MN 55401
Independent Auditors’ Report
The Board of Directors
Exosome Diagnostics, Inc.:
Report on the Audit of the Financial Statements
Opinion
We have audited the financial statements of Exosome Diagnostics, Inc. (the Company), which comprise the balance sheet as of June 30, 2025, and the related statement of operations, shareholders equity, and cash flows for the year then ended, and the related notes to the financial statements.
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the the Company as of June 30, 2025, and the results of its operations and its cash flows for the year then ended in accordance with U.S. generally accepted accounting principles.
Basis for Opinion
We conducted our audit in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Responsibilities of Management for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with U.S. generally accepted accounting principles, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the the Company’s ability to continue as a going concern for one year after the date that the financial statements are available to be issued.
Auditors’ Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.
KPMG
LLP, a Delaware limited liability partnership and a member firm of
the KPMG global organization of independent member firms affiliated with
KPMG International Limited, a private English company limited by guarantee.
1
In performing an audit in accordance with GAAS, we:
| ● | Exercise professional judgment and maintain professional skepticism throughout the audit. |
| ● | Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. |
| ● | Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the the Company’s internal control. Accordingly, no such opinion is expressed. |
| ● | Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements. |
| ● | Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the the Company’s ability to continue as a going concern for a reasonable period of time. |
We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control related matters that we identified during the audit.
Minneapolis, Minnesota
November 26, 2025
2
Exosome Diagnostics, Inc.
Balance Sheet
As of June 30, 2025
| Assets | 2025 | |||
| Current assets: | ||||
| Cash and cash equivalents | $ | 269,621 | ||
| Receivables | 3,241,957 | |||
| Inventories | 1,880,013 | |||
| Prepaid expenses | 487,564 | |||
| Total current assets | 5,879,155 | |||
| Other assets: | ||||
| Goodwill | 4,487,930 | |||
| Other intangible assets, net | 5,050,070 | |||
| Total other assets | 9,538,000 | |||
| Total assets | $ | 15,417,155 | ||
| Liabilities and Stockholder’s Equity | ||||
| Current liabilities: | ||||
| Trade accounts payable | $ | 917,807 | ||
| Accrued expenses | 3,750,669 | |||
| Payables to related parties | 531,905 | |||
| Total current liabilities | 5,200,381 | |||
| Long-term liabilities: | ||||
| Deferred tax liability | 1,212,017 | |||
| Total long-term liabilities | 1,212,017 | |||
| Total liabilities | 6,412,398 | |||
| Commitments and contingencies | ||||
| Stockholder’s equity: | 9,004,757 | |||
| Total liabilities and stockholder’s equity | $ | 15,417,155 | ||
3
Exosome Diagnostics, Inc.
Statement of Operations
Year ended June 30, 2025
| 2025 | ||||
| Sales | $ | 27,304,192 | ||
| Cost of sales | 22,106,910 | |||
| Gross margin | 5,197,282 | |||
| Expenses: | ||||
| Operating expenses | 33,956,407 | |||
| Amortization expense | 9,702,063 | |||
| Restructuring costs | 61,687,147 | |||
| Total expenses | 105,345,617 | |||
| Operating loss | (100,148,335 | ) | ||
| Income tax benefit | (13,637,395 | ) | ||
| Net loss | $ | (86,510,940 | ) | |
4
Exosome Diagnostics, Inc.
Statement of Cash Flows
Year ended June 30, 2025
| 2025 | ||||
| Cash flows from operating activities: | ||||
| Net loss | $ | (86,510,940 | ) | |
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||
| Depreciation and amortization | 17,433,444 | |||
| Deferred taxes | (13,935,983 | ) | ||
| Impairment of assets held-for-sale | 61,575,031 | |||
| Changes in operating assets and liabilities | ||||
| Receivables | 788,334 | |||
| Inventories | (571,426 | ) | ||
| Prepaid expenses | 96,197 | |||
| Accounts payable and accrued expenses | (1,175,309 | ) | ||
| Net cash used in operating activities | (22,300,652 | ) | ||
| Cash flows from financing activities: | ||||
| Capital contribution from parent company | 22,308,313 | |||
| Net cash provided by financing activities | 22,308,313 | |||
| Net increase in cash and cash equivalents | 7,661 | |||
| Cash and cash equivalents – beginning of year | 261,960 | |||
| Cash and cash equivalents – end of year | $ | 269,621 | ||
5
Exosome Diagnostics, Inc.
Statement of Stockholder’s Equity
Year ended June 30, 2025
| Stockholder’s equity | ||||
| Balance – July 1, 2024 | $ | 73,207,384 | ||
| Net loss | (86,510,940 | ) | ||
| Capital contribution | 22,308,313 | |||
| Balance – June 30, 2025 | $ | 9,004,757 | ||
6
NOTES TO FINANCIAL STATEMENTS
Exosome Diagnostics, Inc.
Year ended June 30, 2025
Note 1. Description of Business and Summary of Significant Accounting Policies:
Description of business: Exosome Diagnostics, Inc. (the Company) markets and sells products based on exosome-based liquid biopsy techniques that analyze genes or their transcripts. It includes the ExoDx Prostate test, which is a urine-based assay for early detection of high-grade prostate cancer used as an aid in deciding the need for biopsy in men with grey- zone prostate specific antigen (PSA) scores. ExoDX Prostate is offered by Exosome Diagnostics as a lab-developed test. The Company also exclusively licensed the ExoTRU kidney transplant rejection test to Thermo Fisher Scientific.
Basis of presentation: During the period presented, the Company operated as part of Bio-Techne Corporation (the “Parent”) and not as a standalone entity. The accompanying financial statements represent the historical operations of the Company (as that term has been defined by Rule 11-01(d) of Regulation S-X) and have been derived from the Parent’s historical accounting records. The carve-out financial statements are prepared in accordance with accounting principles generally accepted in the United Stated (“GAAP”) and Security and Exchange Commission (“SEC”) rules and staff interpretations, including Rule 3-05 of Regulation S-X and Staff Accounting Bulletin Topic 1.B. The carve-out financial statements of the Company reflect the assets, liabilities, revenue and expenses directly attributable to the Company, as well as allocations of certain costs (“corporate allocations”) deemed reasonable by management, to present the financial position, results of operations, changes in Parent’s net investment and cash flows of the Company as a carve-out entity.
Corporate allocations include costs from centralized corporate functions associated with executive management, finance, accounting, legal, and human resources. These costs were allocated to the Company based on direct usage when identifiable and, when not directly identifiable, on a pro-rata basis. For corporate labor costs, the Parent allocated these costs to the Company based on the estimated time and effort spent on the carve-out entity’s operations. The financial information included herein may not necessarily reflect the carve-out business’s financial position, results of operations, changes in Parent’s net investment and cash flows of the Company in the future or what they would have been had the Company been a separate, stand-alone entity during the fiscal year presented.
Management believes the assumptions underlying these financial statements, including the assumptions regarding the allocation of expenses from the Parent to the Company are reasonable. It is not practicable to estimate actual costs that would have been incurred had the Company been a standalone company and operated as an unaffiliated entity during the fiscal year presented. Actual costs that might have been incurred had the Company been a standalone company would depend on a number of factors, including the organizational structure, what corporate functions the Company might have performed directly or outsourced, and strategic decisions the Company might have made in areas such as executive management, legal and other professional services, and certain corporate overhead functions.
Use of estimates: The preparation of the Financial Statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of assets and liabilities at the date of the Financial Statements, and the reported amounts of revenues and expenses during the reporting period. These estimates include the valuation of accounts receivable, inventory, intangible assets, and income taxes. Actual results could differ from these estimates.
Revenue recognition: ASC 606 provides revenue recognition guidance for any entity that enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of non-financial assets, unless those contracts are within the scope of other accounting standards. The core principle of ASC 606 is that revenue should be recognized to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Refer to Note 2 for additional information regarding our revenue recognition policy under ASC 606.
Research and development: Research and development expenditures are expensed as incurred. Development activities generally relate to creating new products, improving or creating variations of existing products, or modifying existing products to meet new applications.
Related parties: We have transactions with related parties in the normal course of business. At June 30, 2025, we had payables to related parties of $0.5 million.
7
NOTES TO FINANCIAL STATEMENTS
Exosome Diagnostics, Inc.
Year ended June 30, 2025
Income taxes: The Company uses the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized to record the income tax effect of temporary differences between the tax basis and financial reporting basis of assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Tax positions taken or expected to be taken in a tax return are recognized in the financial statements when it is more likely than not that the position would be sustained upon examination by tax authorities. A recognized tax position is then measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement.
During the fiscal year presented in these financial statements, the Company’s income tax expense and deferred tax balances were included in the Parent’s income tax returns. Income tax expense and deferred tax balances contained in these financial statements are presented on a separate return basis, as if the Company had filed its own income tax returns. As a result, actual tax transactions included in the consolidated financial statements of the Parent may or may not be included in the financial statements of the Company. Similarly, the tax treatment of certain items reflected in the financial statements of the Company may or may not be reflected in the consolidated financial statements and income tax returns of the Parent. The taxes recorded in the Statement of Operations for the fiscal year are not necessarily representative of the taxes that may arise in the future when the Company files its income tax returns independent from the Parent’s returns.
Cash and cash equivalents: Cash and cash equivalents include cash on hand and highly-liquid investments with original maturities of three months or less.
Trade accounts receivable and allowances: Trade accounts receivable are initially recorded at the invoiced amount upon the sale of goods or services to customers, and they do not bear interest. They are stated net of allowances for doubtful accounts, which represent estimated losses resulting from the inability of customers to make the required payments. When determining the allowances for doubtful accounts, we take several factors into consideration, including the overall composition of accounts receivable aging, our prior history of accounts receivable write-offs, the type of customer and our day-to-day knowledge of specific customers. Changes in the allowances for doubtful accounts are included in operating expenses in our Statement of Operations and were immaterial.
Inventories: Inventories consist of raw material supplies used in the services performed for customers and are stated at the lower of cost (first-in, first-out method) or net realizable value. The Company regularly reviews inventory on hand for inventory not meeting quality control standards and inventory subject to expiration.
Contingencies: The Company records a liability in the Financial Statements on an undiscounted basis for loss contingencies related to legal actions when a loss is known or considered probable and the amount may be reasonably estimated. If the reasonable estimate of a known or probable loss is a range, and no amount within the range is a better estimate than any other, the minimum amount of the range is accrued. If a loss is reasonably possible but not known or probable, and the amount may be reasonably estimated, the estimated loss or range of loss is disclosed.
Intangible assets: Intangible assets are stated at historical cost less accumulated amortization and impairment charges. Amortization expense is generally determined on the straight-line basis over periods ranging from 5 year to 15 years. Each reporting period, we evaluate the remaining useful lives of our amortizable intangibles to determine whether events or circumstances warrant a revision to the remaining period of amortization. If our estimate of an asset’s remaining useful life is revised, the remaining carrying amount of the asset is amortized prospectively over the revised remaining useful life.
Impairment of long-lived assets and amortizable intangibles: We evaluate the recoverability of property, plant, equipment and amortizable intangibles whenever events or changes in circumstances indicate that an asset’s carrying amount may not be recoverable. Such circumstances could include, but are not limited to, (1) a significant decrease in the market value of an asset, (2) a significant adverse change in the extent or manner in which an asset is used or in its physical condition, or (3) an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of an asset. We compare the carrying amount of the asset to the estimated undiscounted future cash flows associated with it. If the sum of the expected future net cash flows is less than the carrying value of the asset being evaluated, an impairment loss would be recognized. The impairment loss would be calculated as the amount by which the carrying value of the asset exceeds the fair value of the asset. As quoted market prices are not available for the majority of our assets, the estimate of fair value is based on various valuation techniques, including the discounted value of estimated future cash flows.
8
NOTES TO FINANCIAL STATEMENTS
Exosome Diagnostics, Inc.
Year ended June 30, 2025
The evaluation of asset impairment requires us to make assumptions about future cash flows over the life of the asset being evaluated. These assumptions require significant judgment and actual results may differ from assumed and estimated amounts. During fiscal 2025 we identified a triggering event and through the analysis that was performed, we recorded a full impairment of property, plant, and equipment and a partial impairment of amortizable intangible assets totaling $61.6 million.
Impairment of goodwill and indefinite-lived intangible assets: We evaluate the carrying value of goodwill and indefinite- lived intangible assets during the fourth quarter each year and between annual evaluations if events occur or circumstances change that would indicate a possible impairment. Such circumstances could include, but are not limited to, (1) a significant adverse change in legal factors or in business climate, (2) unanticipated competition, (3) an adverse action or assessment by a regulator, or (4) an adverse change in market conditions that are indicative of a decline in the fair value of the assets.
To analyze goodwill, we must assign our goodwill to individual reporting units. Identification of reporting units includes an analysis of the components that comprise each of our operating segments, which considers, among other things, the manner in which we operate our business and the availability of discrete financial information. We have determined we have one reporting unit. The Company tests goodwill for impairment by either performing a qualitative evaluation or a quantitative test. The qualitative evaluation for goodwill is an assessment of factors including reporting unit specific operating results as well as industry and market conditions, overall financial performance, and other relevant events and factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. The Company may elect to bypass the qualitative assessment for its reporting units and perform a quantitative test.
The quantitative impairment test requires us to estimate the fair value of our reporting units based on the income approach. The income approach is a valuation technique under which we estimate future cash flows using the reporting unit’s financial forecast from the perspective of an unrelated market participant. Using historical trending and internal forecasting techniques, we project revenue and apply our fixed and variable cost experience rate to the projected revenue to arrive at the future cash flows. A terminal value is then applied to the projected cash flow stream. Future estimated cash flows are discounted to their present value to calculate the estimated fair value. The discount rate used is the value-weighted average of our estimated cost of capital derived using both known and estimated customary market metrics. In determining the estimated fair value of a reporting unit, we are required to estimate a number of factors, including projected operating results, terminal growth rates, economic conditions, anticipated future cash flows, the discount rate and the allocation of shared or corporate items.
In our fiscal 2025 annual goodwill impairment assessment, we elected to perform a quantitative assessment. No impairment of goodwill was identified as part of the analysis performed.
Equity: There are 1,000 shares of common stock authorized and outstanding at a par value of $0.001 per share which are all owned by the parent company.
Note 2. Revenue Recognition:
Revenues consist of services performed for customers including laboratory testing and custom development projects that are recognized at a point in time based on the short-term nature of the services performed. Laboratory testing is performed on samples collected by medical professionals and research laboratories using the Company’s biofluid-based molecular diagnostic test.
9
NOTES TO FINANCIAL STATEMENTS
Exosome Diagnostics, Inc.
Year ended June 30, 2025
We recognize royalty revenues in the period the sales occur using third-party evidence. The Company elected the “right to invoice” practical expedient based on the Company’s right to invoice a customer at an amount that approximates the value to the customer and the performance completed to date. Service arrangements commonly call for payments upon completion of the service with payment terms of 30 days being typical. The following tables present our disaggregated revenue for the periods presented.
Revenue by type is as follows for the year ended June 30, 2025:
| 2025 | ||||
| Services | $ | 26,010,821 | ||
| Other revenues | 1,116,908 | |||
| Royalty revenues | 176,463 | |||
| Total revenues, net | $ | 27,304,192 | ||
Note 3. Supplemental Balance Sheet Information:
Intangible assets were comprised of the following:
| Useful Life (years) | June 30, 2025 | |||||
| Developed technology | 15 | $ | 105,000,000 | |||
| Trade names | 5 | 58,000,000 | ||||
| Customer relationships | 14 | 2,300,000 | ||||
| Definite-lived intangible assets | 165,300,000 | |||||
| Accumulated amortization and impairment charges | (160,249,930 | ) | ||||
| Total intangible assets, net | $ | 5,050,070 | ||||
Changes to the carrying amount of net intangible assets consist of:
| Beginning balance, June 30, 2024 | $ | 81,602,420 | ||
| Amortization expenses | (16,702,063 | ) | ||
| Impairment | (59,850,287 | ) | ||
| Ending balance, June 30, 2025 | $ | 5,050,070 |
The estimated future amortization expense for intangible assets as of June 30, 2025 is as follows (in thousands):
| 2026 | $ | 2,175,505 | ||
| 2027 | 412,059 | |||
| 2028 | 412,059 | |||
| 2029 | 412,059 | |||
| 2030 | 412,059 | |||
| Thereafter | 1,226,329 | |||
| Total | $ | 5,050,070 |
10
NOTES TO FINANCIAL STATEMENTS
Exosome Diagnostics, Inc.
Year ended June 30, 2025
Note 4. Fair Value Measurements:
The Company’s financial instruments include cash and cash equivalents, accounts receivable, and accounts payable.
Fair value is defined as 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. This standard also establishes a hierarchy for inputs used in measuring fair value. This standard 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 based on market data obtained from independent sources. Unobservable inputs are inputs that reflect our assumptions about the factors market participants would use in valuing the asset or liability based upon the best information available in the circumstances.
The categorization of financial assets and liabilities within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The hierarchy is broken down into three levels. Level 1 inputs are quoted prices in active markets for identical assets or liabilities. Level 2 inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs (other than quoted prices) that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable for the asset or liability and their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. Level 3 may also include certain investment securities for which there is limited market activity or a decrease in the observability of market pricing for the investments, such that the determination of fair value requires significant judgment or estimation.
Fair value measurements of other financial instruments – The following methods and assumptions were used to estimate the fair value of each class of financial instrument for which it is practicable to estimate fair value.
Cash and cash equivalents, accounts receivable, and accounts payable – The carrying amounts reported in the Balance Sheet approximate fair value because of the short-term nature of these items.
Note 5. Income Taxes:
The provision for income taxes consisted of the following:
| 2025 | ||||
| Taxes on income consist of: | ||||
| Current tax provision: | ||||
| Federal | $ | — | ||
| State | 308,813 | |||
| Total current tax provision | 308,813 | |||
| Deferred tax provision: | ||||
| Federal | (14,148,939 | ) | ||
| State | 202,731 | |||
| Total deferred tax provision | (13,946,208 | ) | ||
| Total income tax benefit | $ | (13,637,395 | ) | |
Deferred taxes on the Consolidated Balance Sheets consisted of the following temporary differences:
| 2025 | ||||
| Tax credit carryovers | $ | 300,991 | ||
| Net operating loss carryovers | 3,656,678 | |||
| Valuation allowance | (3,957,669 | ) | ||
| Deferred tax assets | — | |||
| Intangible asset amortization | (1,212,017 | ) | ||
| Deferred tax liabilities | (1,212,017 | ) | ||
| Net deferred income tax assets (liabilities) | $ | (1,212,017 | ) | |
11
NOTES TO FINANCIAL STATEMENTS
Exosome Diagnostics, Inc.
Year ended June 30, 2025
A deferred tax valuation allowance is required when it is more likely than not that all or a portion of deferred tax assets will not be realized. The valuation allowance as of June 30, 2025 was $4.0 million. As of June 30, 2025, the Company had state operating loss carryforwards of $3.7 million. The net operating loss carryforwards begin expiring in fiscal 2029.
The Company files income tax returns in the U.S. federal jurisdiction and state jurisdictions. As of June 30, 2025, the Company was no longer subject to income tax examinations for taxable years before 2020 for U.S. federal taxing authorities, and taxable years generally before 2020 in the case of state taxing authorities.
Note 6. Subsequent Events:
Subsequent events have been evaluated up to and including November 26, 2025, which is the date these financial statements were available to be issued. On September 15, 2025, the Company was sold to MDxHealthSA for approximately $15 million. No other subsequent events were identified.
12
Exhibit 99.2
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION AS OF
AND FOR THE SIX MONTHS ENDED JUNE 30, 2025, AND FOR THE YEAR ENDED DECEMBER 31, 2024
Introduction
On August 5, 2025, mdxhealth signed a definitive agreement to acquire Exosome Diagnostics, Inc., (“ExoDx”) from Bio-Techne, including the ExoDx Prostate (EPI) test, CLIA-certified clinical laboratory and related assets and liabilities. Total consideration for the acquisition was $15 million, with $4.5 million in stock paid on October 1, 2025, through delivery of 1,867,186 shares of the Company, at a price per share of $2.4311, which was the volume-weighted average price of mdxhealth’s shares for the five consecutive trading days ending on August 4, 2025, and $2.5 million to be paid annually over the following 4 years with 50% in cash and 50% in cash or stock at mdxhealth’s discretion. Closing of the acquisition occurred on September 15, 2025.
In addition, ExoDx also agreed to sublease from Bio-Techne certain laboratory and office space used for quality release testing located in Waltham, Massachusetts (“Waltham Lease”).
This acquisition further solidifies the Company’s leadership in the precision diagnostics urology market by adding an additional test for prostate cancer that fits within the Company’s pathway of diagnostic tests.
The following unaudited pro forma condensed combined statement of financial position as of June 30, 2025, gives effect to the acquisition as if it had been completed as of June 30, 2025. The acquisition was considered to be a business combination accounted for under International Financial Reporting Standards (“IFRS”) acquisition method of accounting, IFRS 3. Accordingly, the assets acquired, and liabilities assumed have been recorded at their estimated fair values at the date of the acquisition in accordance with IFRS 13, Fair Value Measurement. The purchase price has been allocated on a preliminary basis to the assets acquired and the liabilities assumed based upon estimates of their respective fair values, which are subject to potential adjustment upon finalization of the purchase price allocation.
For the purpose of preparing the unaudited pro forma condensed combined financial information, the ExoDx financial statements were reconciled to IFRS. Based on a preliminary review of U.S. GAAP to IFRS differences, related accounting policies and related management estimates, no differences between U.S. GAAP and IFRS were identified.
The following unaudited pro forma condensed combined statements of profit or loss for the six months ended June 30, 2025, and the year ended December 31, 2024, give effect to the acquisition as if it had been completed on January 1, 2024.
Article 11 of Regulation S-X requires that pro forma financial information include the following pro forma adjustments to the historical financial of the registrant as follows:
| ● | Transaction Accounting Adjustments – adjustments that reflect only the application of required accounting to the acquisition, disposition, or other transaction. |
| ● | Autonomous Entity Adjustments – adjustments that are necessary to reflect the operations and financial position of the registrant as an autonomous entity when the registrant was previously part of another entity. |
The pro forma information has been prepared by our management in accordance with Article 11 of Regulation S-X under the Exchange Act and it may not be indicative of the results that would have actually occurred had the transaction been in effect on the dates indicated, nor does it purport to indicate the results that may be obtained in the future. The pro forma information is based on provisional amounts allocated by management to various assets and liabilities acquired and may be eventually different than currently presented.
The pro forma information below has been derived from, and should be read in conjunction with:
| ● | For mdxhealth historical – the Company’s financial statements and notes thereto for the interim period ended June 30, 2025, filed on Form 6-K on August 14, 2025, and the Company’s Annual Report on Form 20-F for the year ended December 31, 2024, filed on March 31, 2025 |
| ● | For Exosome Diagnostics historical – special purpose financial statements and notes thereto of Exosome Diagnostics, Inc., filed herewith as Exhibit 99.1 (for the unaudited pro forma condensed combined statement of financial position as of June 30, 2025 only) and Bio-Techne’s internal unaudited financial statements of ExoDx (for the unaudited pro forma condensed combined statement of profit or loss for the year ended December 31, 2024 and for the six months ended June 30, 2025) |
Unaudited Pro Forma Condensed Combined Statement of Financial Position as of June 30, 2025
U.S. dollars in thousands
| As of June 30, 2025 | Mdxhealth Historical | Exosome Diagnostics Historical | Transaction Accounting Adjustments |
Other Transaction Accounting Adjustments |
Pro-forma Combined | ||||||||||||||||||||||
| ASSETS | |||||||||||||||||||||||||||
| Goodwill | 35,926 | 4,488 | (4,488 | ) | (B) | 5,495 | (C) | 41,421 | |||||||||||||||||||
| Intangible assets | 37,950 | 5,050 | (5,050 | ) | (B) | 4,180 | (C) | 42,130 | |||||||||||||||||||
| Property, plant and equipment | 4,123 | 1,557 | (C) | 5,680 | |||||||||||||||||||||||
| Right-of-use assets | 8,019 | 3,817 | (D) | 11,836 | |||||||||||||||||||||||
| Financial assets | 835 | 835 | |||||||||||||||||||||||||
| Non-current assets | 86,853 | 9,538 | (9,538 | ) | 15,049 | - | 101,902 | ||||||||||||||||||||
| Assets held-for-sale | - | - | 940 | (C) | 940 | ||||||||||||||||||||||
| Inventories | 3,658 | 1,880 | 5,538 | ||||||||||||||||||||||||
| Trade receivables | 15,707 | 3,242 | 18,949 | ||||||||||||||||||||||||
| Prepaid expenses and other current assets | 1,604 | 487 | 2,091 | ||||||||||||||||||||||||
| Cash and cash equivalents | 32,811 | 270 | 33,081 | ||||||||||||||||||||||||
| Current assets | 53,780 | 5,879 | - | 940 | - | 60,599 | |||||||||||||||||||||
| Total assets | 140,633 | 15,417 | (9,538 | ) | 15,989 | - | 162,501 | ||||||||||||||||||||
| EQUITY | |||||||||||||||||||||||||||
| Share capital | 214,670 | 4,539 | (A) | 219,209 | |||||||||||||||||||||||
| Issuance premium | 153,177 | 9,005 | (9,005 | ) | (B) | 153,177 | |||||||||||||||||||||
| Accumulated deficit | (386,096 | ) | (1,662 | ) | (L) | (387,758 | ) | ||||||||||||||||||||
| Share-based compensation | 18,195 | 18,195 | |||||||||||||||||||||||||
| Translation reserve | (829 | ) | (829 | ) | |||||||||||||||||||||||
| Total equity | (883 | ) | 9,005 | (4,466 | ) | - | (1,662 | ) | 1,994 | ||||||||||||||||||
| LIABILITIES | |||||||||||||||||||||||||||
| Loans and borrowings | 75,655 | 75,655 | |||||||||||||||||||||||||
| Lease liabilities | 6,886 | 3,374 | (D) | 10,260 | |||||||||||||||||||||||
| Deferred tax liability | - | 1,212 | (1,212 | ) | (B) | 1,569 | (C) | 1,569 | |||||||||||||||||||
| Other non-current financial liabilities | 17,771 | 6,743 | (C) | 24,514 | |||||||||||||||||||||||
| Non-current liabilities | 100,312 | 1,212 | (1,212 | ) | 11,686 | - | 111,998 | ||||||||||||||||||||
| Loans and borrowings | - | - | |||||||||||||||||||||||||
| Lease liabilities | 1,470 | 443 | (D) | 1,913 | |||||||||||||||||||||||
| Trade payables | 6,736 | 918 | 7,654 | ||||||||||||||||||||||||
| Other current liabilities | 5,278 | 4,282 | 1,662 | (L) | 11,222 | ||||||||||||||||||||||
| Other current financial liabilities | 27,720 | 27,720 | |||||||||||||||||||||||||
| Current liabilities | 41,204 | 5,200 | - | 443 | 1,662 | 48,509 | |||||||||||||||||||||
| Total liabilities | 141,516 | 6,412 | (1,212 | ) | 12,129 | 1,662 | 160,507 | ||||||||||||||||||||
| Total equity and liabilities | 140,633 | 15,417 | (5,678 | ) | 12,129 | - | 162,501 | ||||||||||||||||||||
2
Unaudited Pro Forma Condensed Combined Statement of Profit or Loss
for the year ended December 31, 2024 and for the six months ended June 30, 2025
U.S. dollars in thousands (except per share data)
| For the year ended December 31, 2024 | Mdxhealth Historical | Exosome Diagnostics Historical | Transaction Accounting Adjustments |
Autonomous Entity Adjustments |
Pro-forma Combined | ||||||||||||||||||||||
| Revenues | 90,049 | 22,849 | 112,898 | ||||||||||||||||||||||||
| Cost of sales (exclusive of amortization of intangible assets) | (34,908 | ) | (15,995 | ) | (240 | ) | (E) | 908 | (M) | (50,235 | ) | ||||||||||||||||
| Gross Profit | 55,141 | 6,854 | (240 | ) | - | 908 | 62,663 | ||||||||||||||||||||
| Research and development expenses | (10,552 | ) | (7,111 | ) | 893 | (M) | (16,770 | ) | |||||||||||||||||||
| Selling and marketing expenses | (40,981 | ) | (25,390 | ) | 22 | (M) | (66,349 | ) | |||||||||||||||||||
| General and administrative expenses | (22,801 | ) | (4,913 | ) | 169 | (M) | (27,545 | ) | |||||||||||||||||||
| Amortization of intangible assets | (4,905 | ) | (9,702 | ) | 9,702 | (F) | (384 | ) | (G) | (5,289 | ) | ||||||||||||||||
| Other operating expense, net | (624 | ) | (624 | ) | |||||||||||||||||||||||
| Operating loss | (24,722 | ) | (40,262 | ) | 9,462 | (384 | ) | 1,992 | (53,914 | ) | |||||||||||||||||
| Financial income | 2,357 | - | 2,357 | ||||||||||||||||||||||||
| Financial expenses | (15,322 | ) | - | (291 | ) | (M) | (15,613 | ) | |||||||||||||||||||
| Loss before income tax | (37,687 | ) | (40,262 | ) | 9,462 | (384 | ) | 1,701 | (67,170 | ) | |||||||||||||||||
| Income tax | (382 | ) | 2,897 | (2,897 | ) | (I) | 1,569 | (J) | 1,187 | ||||||||||||||||||
| Loss for the year attributable to owners of the parent | (38,069 | ) | (37,365 | ) | 6,565 | 1,185 | 1,701 | (65,983 | ) | ||||||||||||||||||
| Loss per share attributable to owners of the parent | |||||||||||||||||||||||||||
| Basic and diluted | (1.16 | ) | (1.90 | ) | |||||||||||||||||||||||
| Weighted-average shares outstanding | 32,859,629 | 1,867,186 | (K) | 34,726,815 | |||||||||||||||||||||||
| For the six months ended June 30, 2025 | Mdxhealth Historical | Exosome Diagnostics Historical | Transaction Accounting Adjustments | Other Transaction Accounting Adjustments | Autonomous Entity Adjustments | Pro-forma Combined | ||||||||||||||||||||||||||
| Revenues | 50,897 | 13,015 | 63,912 | |||||||||||||||||||||||||||||
| Cost of sales (exclusive of amortization of intangible assets) | (17,826 | ) | (7,559 | ) | (120 | ) | (E) | 454 | (M) | (25,051 | ) | |||||||||||||||||||||
| Gross Profit | 33,071 | 5,456 | (120 | ) | - | - | 454 | 38,861 | ||||||||||||||||||||||||
| Research and development expenses | (5,066 | ) | (3,425 | ) | 446 | (M) | (8,045 | ) | ||||||||||||||||||||||||
| Selling and marketing expenses | (19,743 | ) | (16,222 | ) | 11 | (M) | (35,954 | ) | ||||||||||||||||||||||||
| General and administrative expenses | (12,077 | ) | (2,178 | ) | (1,662 | ) | (L) | 84 | (M) | (15,833 | ) | |||||||||||||||||||||
| Amortization of intangible assets | (2,642 | ) | (4,851 | ) | 4,851 | (F) | (192 | ) | (G) | (2,834 | ) | |||||||||||||||||||||
| Restructuring costs | - | (61,687 | ) | 61,687 | (H) | - | ||||||||||||||||||||||||||
| Other operating expense, net | (47 | ) | (47 | ) | ||||||||||||||||||||||||||||
| Operating loss | (6,504 | ) | (82,907 | ) | 66,418 | (192 | ) | (1,662 | ) | 995 | (23,852 | ) | ||||||||||||||||||||
| Financial income | 1,112 | - | 1,112 | |||||||||||||||||||||||||||||
| Financial expenses | (11,468 | ) | - | (131 | ) | (M) | (11,599 | ) | ||||||||||||||||||||||||
| Loss before income tax | (16,860 | ) | (82,907 | ) | 66,418 | (192 | ) | (1,662 | ) | 864 | (34,339 | ) | ||||||||||||||||||||
| Income tax | 279 | 11,141 | (11,141 | ) | (I) | 279 | ||||||||||||||||||||||||||
| Loss for the period attributable to owners of the parent | (16,581 | ) | (71,766 | ) | 55,277 | (192 | ) | (1,662 | ) | 864 | (34,060 | ) | ||||||||||||||||||||
| Loss per share attributable to owners of the parent | ||||||||||||||||||||||||||||||||
| Basic and diluted | (0.33 | ) | (0.66 | ) | ||||||||||||||||||||||||||||
| Weighted-average shares outstanding | 49,497,334 | 1,867,186 | (K) | 51,364,520 | ||||||||||||||||||||||||||||
3
Notes to Unaudited Pro Forma Condensed Combined Financial Information
1. Basis of Presentation
On August 5, 2025, mdxhealth signed a definitive agreement to acquire Exosome Diagnostics, Inc., (“ExoDx”) from Bio-Techne, including the ExoDx Prostate (EPI) test, CLIA-certified clinical laboratory and related assets, which was later closed on September 15, 2025.
The unaudited pro forma condensed combined statement of financial position as of June 30, 2025, gives effect to the acquisition as if it had occurred on June 30, 2025. The unaudited pro forma condensed combined statements of profit or loss for the year ended December 31, 2024, and for the six months ended June 30, 2025, are presented as if the acquisition had occurred on January 1, 2024.
The unaudited pro forma condensed combined financial information was prepared using the acquisition method of accounting, based on the historical financial statements of mdxhealth as well as the special purpose audited financial statements of ExoDx (filed herewith as Exhibit 99.1) and Bio-Techne’s internal unaudited financial statements of ExoDx.
Mdxhealth’s consolidated financial statements were prepared in accordance with IFRS as issued by the IASB.
The special purpose audited financial statements of ExoDx were prepared in accordance with U.S. GAAP. Based on a preliminary review of U.S. GAAP to IFRS differences, related accounting policies and related management estimates, no differences between U.S. GAAP and IFRS were identified. The statement of operations for the year ended December 31, 2024, and for the six months ended June 30, 2025, were derived from Bio-Techne’s internal unaudited financial statements.
2. Preliminary Purchase Price Allocation
The acquisition was accounted for under the purchase method of accounting and is being treated as a business combination in accordance with IFRS 3. The purchase price was preliminarily allocated based on the estimated fair value of net assets acquired and liabilities assumed at the date of the acquisition. The preliminary purchase price allocation is subject to further refinement and may require adjustments to arrive at the final purchase price allocation. The Company expects to finalize the purchase price allocation within the 12-month measurement period from the acquisition date.
The acquisition consideration was comprised of (in thousands):
| Initial amount | $ | 5,000 | ||
| Working capital adjustment | (461 | ) | ||
| Net amount paid in stock (1) | 4,539 | |||
| Plus: final cash | 2,472 | |||
| Less: minimum cash amount | (2,472 | ) | ||
| Present value of contingent consideration (2) | 6,273 | |||
| Present value of contingent liability related to the innovation platform (3) | 470 | |||
| Total acquisition consideration | $ | 11,282 |
| (1) | Through delivery of 1,867,186 shares of the Company, at a price per share of $2.4311 |
| (2) | Following the closing, an additional aggregate amount of up to $10 million is to be paid by mdxhealth to Bio-Techne in 4 annual instalments of $2.5 million each, of which 50% is to be paid in cash and 50% is to be paid in either cash or stock, at mdxhealth’s discretion. On a preliminary basis, the fair value of the contingent consideration has been assessed at $6.3 million. |
| (3) | The innovation platform is a bundle of patented and unpatented technology that was created to explore the applications of exosome-based technology outside of the Company’s primary sector of cancer diagnostics. 50% of the proceeds from a future sale of the innovation platform are payable to Bio-Techne. On a preliminary basis, the fair value of the contingent liability related to the innovation platform has been assessed at $470,000. |
The fair value of the contingent consideration liability was estimated using a probability-weighted discounted cash flow model that incorporates management’s projections for the annual contingent consideration payments, the likelihood of satisfying the related conditions, and a discount rate reflecting the risks specific to those cash flows. The fair value of the innovation platform liability was estimated using a scenario-based model that considers a range of potential sale outcomes, the associated timing and amounts of expected proceeds, and the contractual sharing percentage payable to Bio-Techne, discounted at a rate reflecting the risks specific to those cash flows.
On a preliminary basis, and until the purchase price allocation has been finalized, the purchase price in excess of the fair value of net assets acquired (refer to adjustment (C) in Note 3, Pro Forma Transaction Accounting Adjustments), has been considered as residual Goodwill. Goodwill will not be amortized but will be tested for impairment at least annually or whenever certain indicators of impairment are present. If, in the future, it is determined that goodwill is impaired, an impairment charge would be recorded at that time. Should the final purchase price allocation result in additional intangible assets to be recognized, Goodwill will be decreased accordingly, and amortization charges will be applied to the intangible assets.
4
3. Pro Forma Transaction Accounting Adjustments
For the purpose of the pro forma combined financial information, the Company has performed a preliminary valuation of the acquired assets and liabilities, with fair value changes to the intangible assets and property, plant and equipment (“PP&E”). The final purchase price allocation might result in material changes to the recognized intangible assets and PP&E, and its related useful lives, which in that case could also result in a change in amortization and depreciation charges on these assets, recognized contingent consideration liability, related deferred tax impacts on the purchase price allocation, and the residual goodwill amount.
| (A) | To record the issuance of 1,867,186 shares of the Company, at a price per share of $2.4311 as part of the acquisition. |
| (B) | To replace ExoDx pre-acquisition goodwill, intangible assets and deferred tax liability with fair values of the acquired assets, as per adjustment (C) below |
| (C) | The following represents the preliminary calculation of the goodwill amount at initial recognition of the ExoDx acquisition and the allocation of the total purchase price based on management’s valuation of ExoDx’s identifiable assets acquired and liabilities assumed as of June 30, 2025: |
| Initial amount | $ | 5,000 | ||
| Working capital adjustment | (461 | ) | ||
| Net amount paid in stock | $ | 4,539 | ||
| Present value of contingent consideration | 6,273 | |||
| Present value of contingent liability related to the innovation platform | 470 | |||
| Total acquisition consideration | $ | 11,282 | ||
| Net PP&E | 1,557 | |||
| Other net tangible assets at acquisition date | 679 | |||
| Total intangible assets at acquisition date | 4,180 | |||
| Innovation platform (recorded as “assets held-for-sale”) | 940 | |||
| Deferred taxes | (1,569 | ) | ||
| Goodwill | $ | 5,495 |
| (D) | On September 15, 2025, ExoDx signed a sublease agreement with Bio-Techne to lease the Waltham facility until October 31, 2031. As such, a right-of-use asset and lease liability has been recognized for $3.8 million |
| (E) | To record estimated depreciation charges of the PP&E resulting from preliminary fair value assessment, with an estimated average remaining useful life of 6.5 years |
| (F) | To reverse the ExoDx historic amortization charges, which is replaced with the updated amortization charge as per adjustment (G) |
| (G) | To record estimated amortization charges of the intangible asset resulting from preliminary fair value assessment, with an estimated remaining useful life of 6.5 years for customer relationships and 15 years for tradename and developed technology, as per initial assessment |
| (H) | To reverse ExoDx non-operating, non-recurring restructuring costs, primarily related to impairment of pre-acquisition intangible assets for $59.9 million, and impairment of PP&E for $1.7 million, as detailed in the ExoDx audited special purpose financial statements filed herewith as Exhibit 99.1 |
| (I) | To eliminate non-recurring ExoDx tax gains, which are unrecognizable in accordance with the Company’s tax consolidation framework |
| (J) | To record non-recurring tax benefit as a result of the reversal of the valuation allowance on the deferred tax assets. As a result of the ExoDx acquisition, a deferred tax liability balance of $1.6 million was recognized, primarily related to the acquired intangible assets that the Company will amortize for financial reporting purposes (refer to adjustment (C) above). Because ExoDx will be included in the Company’s consolidated tax return following the acquisition, the Company has determined that the deferred tax liabilities related to the acquisition provide sufficient taxable income to realize the Company’s preexisting deferred tax assets of $1.6 million. Accordingly, the Company recorded a tax benefit of $1.6 million related to the reversal of its valuation allowance in the period the acquisition occurred |
| (K) | To reflect the issuance of shares as part of the acquisition. The issuance of shares to settle the contingent consideration is not included in the calculation of Basic and Diluted EPS due to the anti-dilutive effect |
4. Other transaction accounting adjustments
| (L) | The Company estimates a total of $1.7 million in transaction costs of ExoDx. The actual transaction costs incurred could differ materially from this estimate. These costs mainly consist of advisory and other professional fees and have been recorded to other current liabilities and retained earnings. |
5. Autonomous Entity Adjustments
| (M) | ExoDx incurred rent charges of $2.6 million for the year ended December 31, 2024, and $1.3 million for the six-month period ended June 30, 2025. These expenses were reversed and replaced with depreciation and interest expenses recorded for the Waltham Lease, as per adjustment (E). This Autonomous Entity Adjustment was recorded for the purpose of reflecting the adjusted costs related to the Waltham Lease |
5
FAQ
What did MDXH disclose in this 6-K filing about Exosome Diagnostics?
How did Exosome Diagnostics perform financially before joining MDXH?
What are the revised GPS earnout payments MDXH owes Exact Sciences?
What warrant package did MDXH grant to Exact Sciences in the amendment?
How is the Exosome Diagnostics acquisition reflected in MDXH’s pro forma figures?
What revenue mix did Exosome Diagnostics report in its last fiscal year?
Filing Exhibits & Attachments
5 documents