What changed in this filing

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Item 1. Financial Statements

2026-08-11 compared with 2026-05-08 · 205 added, 143 removed, 375 unchanged (48% of the section changed)

5 unchanged sentences

Cash and cash equivalents

Short-term investments

Accounts receivable

6 unchanged sentences

Other assets—noncurrent

LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT

LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities

5 unchanged sentences

Warrant liabilities

Convertible note

Other noncurrent liabilities

1 unchanged sentence

Convertible preferred stock

Stockholders’ deficit

Stockholders’ equity (deficit)

Founders preferred stock

2 unchanged sentences

Accumulated deficit

Total stockholders’ deficit

Total liabilities, convertible preferred stock and stockholders' deficit

Total stockholders’ equity (deficit)

Total liabilities, convertible preferred stock and stockholders' equity (deficit)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

2 unchanged sentences

(Unaudited, in thousands, except share and per share data)

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Product revenue

15 unchanged sentences

Net loss before income tax

Provision for income taxes

Provision (benefit) for income taxes

Net loss per share, basic and diluted

4 unchanged sentences

(Unaudited, in thousands)

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Other comprehensive income (loss):

4 unchanged sentences

Alamar Biosciences, Inc.

Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Deficit

Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit)

(Unaudited, in thousands, except share data)

4 unchanged sentences

income (loss)

equity (deficit)

Balance at December 31, 2024

4 unchanged sentences

Balance at March 31, 2025

Issuance of common stock upon exercise of stock options

Vesting of early exercised stock options

Stock-based compensation expense

Other comprehensive loss

Balance at June 30, 2025

Balance at December 31, 2025

4 unchanged sentences

Balance at March 31, 2026

Conversion of convertible preferred stock to common stock

Conversion of convertible notes to common stock

Conversion of founders preferred stock to common stock

Issuance of common stock in connection with initial public offering, net of underwriting and offering costs

Conversion of preferred stock warrants to common stock warrants

Issuance of common stock upon exercise of common stock warrants

Issuance of common stock upon exercise of stock options

Vesting of early exercised stock options

Stock-based compensation expense

Other comprehensive loss

Balance at June 30, 2026

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

2 unchanged sentences

(Unaudited, in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from operating activities:

4 unchanged sentences

Loss on remeasurement of convertible notes

Convertible note issuance costs included in net income

Convertible note issuance costs included in net loss

Unrealized foreign exchange loss (gain)

2 unchanged sentences

Change in fair value of warrant liabilities

Provision for expected credit losses

Changes in assets and liabilities:

9 unchanged sentences

Cash flows from investing activities:

Purchases of short-term investments

Maturities of short-term investments

3 unchanged sentences

Cash flows from financing activities:

Proceeds from issuance of common stock in connection with IPO, net of underwriting costs

Payment of third-party IPO costs

Proceeds from issuance of convertible notes

1 unchanged sentence

Proceeds from issuance of common stock upon exercise of stock options

Payment of deferred offering costs

Net cash provided by financing activities

6 unchanged sentences

Noncash investing and financing items:

Conversion of convertible preferred stock to common stock

Conversion of convertible notes to common stock

Reclassification of deferred offering costs to additional paid-in capital upon IPO

Vesting of early exercised stock options

Right-of-use assets obtained in exchange for new operating lease liabilities

Conversion of preferred stock warrants to common stock warrants

Equipment transferred to inventory

Deferred offering costs included in accrued liabilities

Property and equipment included in accounts payable and accrued liabilities

6 unchanged sentences

The Company develops a highly sensitive proteomic liquid biopsy platform and sells instruments, consumables and services based on this platform to enable early detection of diseases.

As of March 31, 2026 , the Company has wholly-owned subsidiaries in Asia, Europe and North America.

As of June 30, 2026 , the Company has wholly-owned subsidiaries in Asia, Europe and North America.

Reverse stock split —On April 8, 2026, the Company’s stockholders and board of directors approved an amendment to the Company’s certificate of incorporation to effect a reverse split of shares of the Company’s Class A and Class B common stock (collectively “Common Stock”) and Founders Preferred Stock on a one-for-2.418 basis, which was effected on April 10, 2026 (the “Reverse Stock Split”).

10 unchanged sentences

Additionally, the Company’s outstanding convertible notes were settled through the issuance of 3,910,025 shares of common stock.

The condensed consolidated financial statements as of March 31, 2026 do not give effect to the Conversions, the Redesignation or the IPO, as they occurred subsequent to March 31, 2026.

In connection with the closing of the Company’s IPO, the Company increased the authorized number of shares to 1,000,000,000 shares of common stock and 20,000,000 shares of preferred stock.

1 unchanged sentence

Securities and Exchange Commission (“SEC”) regarding interim financial reporting and include all adjustments necessary for the fair presentation of the Company’s financial position for the periods presented.

The condensed results of operations for the three months ended March 31, 2026 are not necessarily indicative of the results to be expected for the year ended December 31, 2026 or for any other future annual or interim period.

The condensed results of operations for the three and six months ended June 30, 2026 are not necessarily indicative of the results to be expected for the year ended December 31, 2026 or for any other future annual or interim period.

Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations.

Therefore, these unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the final prospectus filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended, on April 17, 2026 (the “Prospectus” ).

ALAMAR BIOSCIENCES, INC.

Notes to Unaudited Condensed Consolidated Financial Statements

these unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the final prospectus filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended, (the “Securities Act”), on April 17, 2026 (the “Prospectus” ).

Principles of consolidation —The accompanying condensed consolidated financial statements include the accounts of the Company and its subsidiaries.

Principles of con solidation —The accompanying condensed consolidated financial statements include the accounts of the Company and its subsidiaries.

All significant intercompany balances and transactions have been eliminated in consolidation.

4 unchanged sentences

For a summary of the Company’s significant accounting policies refer to “Note 2—Summary of significant accounting policies” in the notes to the financial statements as of and for the year ended December 31, 2025 included in the Prospectus.

There have been no significant changes to these policies during the three months ended March 31, 2026.

There have been no significant changes to these policies during the three and six months ended June 30, 2026.

Use of estimates —The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the condensed consolidated financial statements, disclosure of contingent liabilities, and the reported amounts of revenue and expense.

These judgments, estimates, and assumptions are used for, but not limited to, revenue recognition, the estimates of the fair values of convertible preferred stock, convertible notes and common stock, stock-based compensation, inventory, expected credit losses, accrued liabilities, the fair value of warrant liability, discount rate associated with the leases, the estimates of the warranty expenses, and the valuation of allowances associated with deferred tax assets.

These judgments, estimates, and assumptions are used for, but not limited to, revenue recognition, the estimates of the fair values of convertible notes and common stock, stock-based compensation, inventory, expected credit losses, accrued liabilities, the fair value of the warrant liability, discount rate associated with leases, the estimates of the warranty expenses, and the valuation of allowances associated with deferred tax assets.

The Company bases its estimates on various factors and information, which may include, but are not limited to, history and prior experience, the Company’s forecasts and future plans, current economic conditions and information from third-party professionals that management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities and recorded amounts of expenses that are not readily apparent from other sources.

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Cash and cash equivalents —The Company considers all highly liquid investments with an original maturity from the date of purchase of three months or less to be cash equivalents.

Cash and cash equivalents consist of cash deposited with banks, money market funds and US treasury securities.

Restricted cash —Restricted cash consists of cash and cash equivalents held in a bank deposit account to secure a standby letter of credit from JPMorgan Chase Bank in lieu of security deposit for the lease of the Company’s current facility.

Cash and cash equivalents consist of cash deposited with banks, money market funds and U.S.

treasury securities.

Restricted cash —Restricted cash consists of cash and cash equivalents held in a bank deposit account to secure standby letters of credit from JPMorgan Chase Bank and Silicon Valley Bank ("SVB"), a division of First Citizens Bank in lieu of security deposits for the leases of the Company’s Fremont facilities.

ALAMAR BIOSCIENCES, INC.

6 unchanged sentences

The Company regularly evaluates the collectability of its trade receivable balances based on a combination of factors.

If it is determined that the customer will be unable to meet its financial obligation to us, such as in the case of a bankruptcy filing, deterioration in the customer’s operating results, financial position, or other material events impacting its business, a specific allowance for credit losses is recorded to reduce the related receivable to the amount expected to be recovered, given all information presently available.

In estimating expected credit losses, the Company applies the practical expedient to assume that current conditions as of the balance sheet date will remain unchanged over the remaining contractual term of its current accounts receivable and current contract assets when developing its reasonable and supportable forecasts.

If it is determined that the customer will be unable to meet its financial obligation to the Company, such as in the case of a bankruptcy filing, deterioration in the customer’s operating results, financial position, or other material events impacting its business, a specific allowance for credit losses is recorded to reduce the related receivable to the amount expected to be recovered, given all information presently available.

Except for this allowance, the Company believes its receivables are collectible.

Delinquency of accounts receivable is determined based on contractual terms, customer payment history and current creditworthiness.

The Company determined that no allowance on the outstanding accounts receivable balance was required to cover unexpected credit losses as of March 31, 2026 and December 31, 2025.

During the three months ended March 31, 2026 and 2025 , the Company did no t write off any accounts receivable considered to be uncollectible.

During the three months ended March 31, 2026, and 2025, no customer represented 10% or more of total revenue.

As of March 31, 2026 , no customer represented 10 % or more of net accounts receivable.

As of De cember 31, 2025 , one customer represented 10 % or more of net accounts receivable.

The Company recorded an allowance for expected credit losses of $ 0.1 million on the outstanding accounts receivable balance as of June 30, 2026 .

No allowance was required as of December 31, 2025.

During the three months ended June 30, 2026, there was one customer that represented 11 % of total revenue.

No customer represented 10 % or more of total revenue during the three months ended June 30, 2025 and six months ended June 30, 2026 and 2025.

As of June 30, 2026 and December 31, 2025 , one customer represented 10 % or more of net accounts receivable.

Software development costs —Costs to develop software for use in research and development activities with no alternative future use are charged to expense when incurred.

3 unchanged sentences

To date, no material costs have been incurred subsequent to establishment of technological feasibility.

Deferred offering costs — The Company capitalizes certain legal, accounting, and other third-party fees that are directly related to the Company’s equity offering until such offering is consummated.

As of March 31, 2026 and December 31, 2025, a total of $ 4.9 million and $ 1.3 million in deferred offering costs related to the Company’s IPO were classified as prepaid expenses and other current assets in the condensed balance sheet.

The Company closed its IPO on April 20, 2026, accordingly these costs will be recorded in stockholders’ equity as a reduction of the proceeds from the offering subsequent to March 31, 2026.

Deferred offering costs —The Company capitalizes certain legal, accounting, and other third-party fees that are directly related to the Company’s equity offering until s uch offering is consummated.

As of December 31, 2025, a total of $ 1.3 million in deferred offering costs related to the Company’s IPO were classified as prepaid expenses and other current assets in the condensed balance sheet.

The Company closed its IPO on April 20, 2026, accordingly these costs as well as offering costs incurred subsequent to December 31, 2025 were recorded in stockholders’ equity as a reduction of the proceeds from the offering.

Revenue recognition —The Company recognizes revenue in accordance with ASC 606 , Revenue from Contracts with Customers .

2 unchanged sentences

For each contract, the Company considers the promises to transfer products, each of which is distinct, to be the identified performance obligations.

In determining the transaction price, the price stated on the purchase order is typically fixed and represents the net consideration which the Company expects to be entitled to, and therefore there is no variable consideration.

Revenue is recorded net of distributor commissions and sales taxes collected on behalf of governmental authorities.

The Company allocates the transaction price to each distinct product based on its relative standalone selling price.

The Company determines standalone selling price using internal costs,

In determining the transaction price, the price stated on the purchase order is typically fixed and represents the net consideration which the Company expects to be entitled to,

ALAMAR BIOSCIENCES, INC.

Notes to Unaudited Condensed Consolidated Financial Statements

profit objectives, and historical pricing practices with consideration of current market conditions.

and therefore there is no variable consideration.

Revenue is recorded net of sales taxes collected on behalf of governmental authorities.

The Company allocates the transaction price to each distinct product based on its relative standalone selling price.

The Company determines standalone selling price using internal costs, profit objectives, and historical pricing practices with consideration of current market conditions.

If the product or service has no history of sales or if the sales volume is not sufficient, the Company relies upon prices set by management, adjusted for applicable discounts.

1 unchanged sentence

The payment term is usually net 30 days or other customer negotiated terms.

The Company sells its products to customers through multiple channels, including direct sales and through distributors.

In certain instances, the Company may drop-ship products directly to end customers on behalf of the distributor.

The Company assesses each distributor arrangement to determine whether the distributor is acting as a principal (controlling the product before transfer) or as an agent (arranging for the end user to obtain goods).

The Company sells its products through multiple channels, including direct sales to end customers and, to a lesser extent, through distributors.

In certain instances, the Company may drop-ship products directly to end customers on behalf of distributors.

The distributors have pricing discretion with the end customer, are viewed by the end customer as primarily responsible for fulfilling the obligation and obtain risks and rewards of ownership upon shipment even in drop-shipment arrangements.

As a result, distributors are considered the Company’s customer in these arrangements.

Revenue is recognized at the point in time when control of the product transfers to the customer, which is typically upon shipment or delivery, based on the contractual delivery terms.

11 unchanged sentences

Revenue from these maintenance contracts is recognized as the services are rendered, typically ratably over the contract term.

For the three months ended March 31, 2026 and 2025 , no material amounts were recognized as revenue under maintenance contracts.

Advertising costs —Advertising costs consist primarily of expenses for advertising, promotional materials, tradeshows, brochures and websites and are expensed as incurred.

Advertising costs totaled $ 0.8 million and $ 0.3 million for the three months ended March 31, 2026 and 2025 , respectively.

For the three and six months ended June 30, 2026 and 2025, no material amounts were recognized as revenue under maintenance contracts.

Functional currency and foreign currency translation —The Company uses the U.S.

5 unchanged sentences

dollar, respectively, which is the Company’s reporting currency.

Translation differences are recorded in accumulated other comprehensive loss, a component of stockholders’ deficit.

Translation differences are recorded in accumulated other comprehensive loss, a component of stockholders’ equity (deficit).

ALAMAR BIOSCIENCES, INC.

15 unchanged sentences

The Company is currently evaluating the impact on its financial statements of adopting this guidance.

The Company reported revenue in the following categories for the three months ended March 31, 2026 and 2025 (in thousands):

Three Months Ended March 31,

The Company reported revenue in the following categories for the three and six months ended June 30, 2026 and 2025 (in thousands):

Three Months Ended June 30,

Six Months Ended June 30,

Other revenue

The Company reported revenue in the following geographic areas for the three months ended March 31, 2026 and 2025 (in thousands):

Three Months Ended March 31,

The Company reported revenue in the following geographic areas for the three and six months ended June 30, 2026 and 2025 (in thousands):

Three Months Ended June 30,

Six Months Ended June 30,

United States

Europe, Middle East and Africa (excluding United Kingdom)

United Kingdom

Europe, Middle East and Africa

Americas (excluding United States)

Deferred revenue activity during the three and six months ended June 30, 2026 and 2025 was as follows (in thousands):

Three Months Ended June 30,

Six Months Ended June 30,

Revenue recognized that was included in the contract liability at the beginning of the period

ALAMAR BIOSCIENCES, INC.

Notes to Unaudited Condensed Consolidated Financial Statements

Deferred revenue activity during the three months ended March 31, 2026 and 2025 was as follows (in thousands):

Three Months Ended March 31,

Revenue recognized that was included in the contract liability at the beginning of the year

As of March 31, 2026 , deferred revenue was $ 2.4 million, of which $ 2.1 million is included within accrued and other current liabilities and is expected to be recognized to revenue in the next 12 months.

As of June 30, 2026 , deferred revenue was $ 2.4 million, of which $ 2.2 million is included within accrued and other current liabilities and is expected to be recognized to revenue in the next 12 months.

The remainder will be recognized thereafter and is included within other noncurrent liabilities.

Deferred revenue as of December 31, 2024, March 31, 2025, and December 31, 2025 was $ 0.6 million, $ 0.5 million and $ 0.8 million, respectively.

Deferred revenue as of December 31, 2025 was $ 0.8 million.

Fair value measurements

1 unchanged sentence

On a recurring basis, the Company measures certain financial assets and liabilities at fair value, including the Company’s cash equivalents.

There were no transfers between levels during the three months ended March 31, 2026 and 2025 .

The following table sets forth the Company’s financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2026 based on the three-tier fair value hierarchy (in thousands):

Fair Value at March 31, 2026

There were no transfers between levels during the six months ended June 30, 2026 and 2025.

The following table sets forth the Company’s financial assets and liabilities measured at fair value on a recurring basis as of June 30, 2026 based on the three-tier fair value hierarchy (in thousands):

Fair Value at June 30, 2026

Financial assets included within cash and cash

equivalents and short-term investments:

Money market funds

treasury securities

Total assets at fair value

Financial liabilities:

Warrant liabilities

Convertible notes

Phantom stock options

12 unchanged sentences

Warrant liabilities

The Company issued warrants to purchase shares of its convertible preferred stock, which did not meet the criteria for equity classification and are therefore classified as a liability.

The estimated fair value of the convertible preferred stock warrant liability as of March 31, 2026 and 2025 was determined based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy.

There were no material changes in the fair value of the Company’s warrant liabilities in the three months ended March 31, 2026 and 2025.

The Company issued a warrant to purchase shares of its convertible preferred stock, which did not meet the criteria for equity classification and was therefore classified as a liability.

In connection with the Company's IPO in April 2026, this warrant automatically converted into a warrant to purchase common stock in accordance with the warrant.

As a result, the preferred stock warrant liability was remeasured to fair value and reclassified to additional paid-in-capital on IPO date.

The estimated fair value of the convertible preferred stock warrant liability prior to conversion was determined based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy.

There were no material changes in the fair value of the Company’s warrant liabilities in the three and six months ended June 30, 2026 and 2025.

Convertible notes

As of March 31, 2026, the total estimated fair value of the convertible notes issued in January 2026 was $ 65.1 million.

Prior to conversion to common stock on IPO date, the total estimated fair value of the convertible notes issued in January 2026 was $ 66.5 million.

The fair value was determined based on a probability-weighted approach assuming the notes settled through an automatic conversion either upon an IPO or upon maturity.

The value in an IPO scenario is directly calculated based on contractual terms.

The fair value of the shares received upon conversion upon maturity is determined using an option pricing model to allocate the equity value of the Company to each class of security.

The inputs to this calculation included the Company's volatility which is a significant unobservable input and results in this calculation being considered a Level 3 measurement within the fair value hierarchy.

As of March 31, 2026, the assumed volatility was 68.5 %.

The value in an IPO scenario is directly calculated based on contractual terms, including the number of shares receivable upon conversion, and the share price of the Company's common stock.

Refer to Note 7—Financing arrangements for additional terms of the convertible notes.

The following table summarizes the changes in carrying value of the convertible notes for the three months ended March 31, 2026:

Three Months Ended March 31,

The following table summarizes the changes in carrying value of the convertible notes for the three and six months ended June 30, 2026:

Three Months Ended June 30,

Six Months Ended June 30,

Balance at beginning of period

1 unchanged sentence

Remeasurement of notes to fair value

Conversion of convertible notes to common stock

Balance at end of period

Cash equivalents and marketable securities

The following table summarizes the amortized cost and fair value of the Company’s cash equivalents and marketable securities by major investment category as of March 31, 2026 (in thousands):

March 31, 2026

Cash equivalents and short-term investments

The following table summarizes the amortized cost and fair value of the Company’s cash equivalents and short-term investments by major investment category as of June 30, 2026 (in thousands):

June 30, 2026

Amortized cost

Gross unrealized

Financial assets included within cash and cash equivalents:

Gross unrealized losses

Financial assets included within cash and cash equivalents and short-term investments:

Money market funds

treasury securities

Cash equivalents

Short-term investments

ALAMAR BIOSCIENCES, INC.

Notes to Unaudited Condensed Consolidated Financial Statements

The following table summarizes the amortized cost and fair value of the Company’s cash equivalents and marketable securities by major investment category as of December 31, 2025 (in thousands):

The following table summarizes the amortized cost and fair value of the Company’s cash equivalents as of December 31, 2025 (in thousands):

December 31, 2025

1 unchanged sentence

Gross unrealized

Gross unrealized losses

Financial assets included within cash and cash equivalents:

Money market funds

There were no short-term or long-term investments outstanding as of March 31, 2026 and December 31, 2025.

Short-term investments outstanding as of June 30, 2026 have contractual maturities of 12 months or less and were classified as short-term investments in current assets.

There were no short-term or long-term investments outstanding at December 31, 2025.

Significant balance sheet components

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The Company uses its understanding of industrial practice, expected site visits, potential use of spare parts, and other relevant information to accrue estimated warranty costs upon delivery of the ARGO HT Systems.

ALAMAR BIOSCIENCES, INC.

Notes to Unaudited Condensed Consolidated Financial Statements

Changes in the reserve for product warranties were as follows (in thousands):

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Balance at beginning of period

2 unchanged sentences

Balance at end of period

ALAMAR BIOSCIENCES, INC.

Notes to Unaudited Condensed Consolidated Financial Statements

Financing arrangements

1 unchanged sentence

On January 8, 2026, the Company issued unsecured convertible loan notes (the “Convertible Notes” ) to investors in an aggregate principal amount equal to the gross cash proceeds of $ 56.5 million.

$ 15.6 million of the $ 56.5 million aggregate principal amount of issued Convertible Notes was purchased by investors that are considered related parties including Illumina Innovation Fund II, L.P., a fund affiliated with a member of the Company's board of directors and Sands Capital Life Sciences Pulse Fund II, L.P., a fund affiliated with a member of the Company's board of directors .

The Convertible Notes mature 18 months from the initial issuance of the notes, if not earlier converted, and, after July 31, 2026, will accrue simple interest on a daily basis at 8 % per annum.

If Convertible Notes remain outstanding upon maturity, the Convertible Notes and all accrued and unpaid interest automatically convert into a variable number of shares of a new series of the Company's preferred stock with the number of shares dependent upon the trailing 12 months revenue and the Company's fully-diluted capitalization at maturity.

In the event of an IPO, the Convertible Notes convert into shares of common stock at a conversion price equal to 85 % of the offering price.

The Convertible Notes are also subject to automatic or optional settlement in other events such as a qualifying or nonqualifying financing event or a change in control.

The Convertible Notes are accounted for under the fair value option, and issuance costs of $ 0.4 million were expensed upon closing.

The Company recognized a loss on fair value remeasurement of the Convertible Notes of $ 8.6 million during the three months ended March 31, 2026.

$ 15.6 million of the $ 56.5 million aggregate principal amount of issued Convertible Notes was purchased by investors that are considered related parties including Illumina Innovation Fund II, L.P., a fund affiliated with a member of the Company’s board of directors and Sands Capital Life Sciences Pulse Fund II, L.P., a fund affiliated with a former member of the Company's board of directors .

The Convertible Notes were to mature 18 months from the initial issuance of the notes, if not earlier converted, and, after July 31, 2026, would accrue simple interest on a daily basis at 8 % per annum.

If the Convertible Notes remained outstanding upon maturity, the Convertible Notes and all accrued and unpaid interest would automatically convert into a variable number of shares of a new series of the Company ’ s preferred stock with the number of shares dependent upon the trailing 12 months revenue and the Company's fully-diluted capitalization at maturity.

In connection with the IPO, the Convertible Notes automatically converted into shares of common stock at a conversion price equal to 85 % of the offering price, pursuant to the terms of the Convertible Notes.

The Convertible Notes were also subject to automatic or optional settlement in other events such as a qualifying or nonqualifying financing event or a change in control.

The Convertible Notes were accounted for under the fair value option, and issuance costs of $ 0.4 million were expensed upon closing.

The Company recognized a loss on fair value remeasurement of the Convertible Notes of $ 1.4 million and $ 10.0 million during the three and six months ended June 30, 2026, respectively.

Upon the closing of the Company's IPO, the Convertible Notes automatically converted into shares of its common stock as disclosed in Note 1— Description of business and basis of presentation above.

In July 2018, the Company’s board of directors approved the adoption of a stock plan (the “Stock Plan”) and the board of directors periodically approves changes in the number of authorized shares under the plan.

The Stock Plan provides for the grant of restricted stock awards, incentive and non-statutory stock options and restricted stock units (“RSUs”) to employees, nonemployee directors and consultants of the Company.

As of March 31, 2026 and December 31, 2025 , only stock options had been granted under the Stock Plan.

The stock option awards generally include service condition vesting terms of four years , with 25 % of the award vesting one year from the vesting commencement date and then ratably over the following 36 months , though some vest over shorter periods, vesting monthly from grant date.

Options granted under the Stock Plan generally expire ten years from the date of grant.

Immediately prior to conversion, the Company remeasured the Convertible Notes to fair value, and the fair value of $ 66.5 million was reclassified to stockholders ’ equity upon conversion.

Common stock warrants

In April 2026, SVB initiated a cashless exercise of its common stock warrants to purchase 112,847 shares at exercise prices ranging from $ 3.34 to $ 4.18 per share which resulted in the issuance of 97,828 shares of common stock.

In July 2018, the Company’s board of directors adopted, and the Company’s stockholders approved the 2018 Stock Plan (the “2018 Plan”) and the board of directors periodically approved changes in the number of authorized shares under the 2018 Plan.

In April 2026, the Company’s board of directors adopted, and the Company’s stockholders approved, the 2026 Equity Incentive Plan (the “2026 Plan” and together with the 2018 Plan, the “Stock Plans”), which became effective in connection with the Company’s IPO.

Following the 2026 Plan’s effectiveness, no further grants will be made under the 2018 Plan, however, awards outstanding under the 2018 Plan will continue to be governed by their existing terms.

In addition, shares subject to outstanding stock awards granted under the 2018 Plan that expire, or are forfeited, cancelled, withheld, or reacquired become available for grant pursuant to the 2026 Plan.

ALAMAR BIOSCIENCES, INC.

Notes to Unaudited Condensed Consolidated Financial Statements

The Stock Plans provide for the grant of restricted stock awards, incentive and non-statutory stock options and re stricted stock units (“RSUs”) to employees, nonemployee directors and consultants of the Company.

Awards generally include service-based vesting terms of four years , with 25 % of the award vesting one year from the vesting commencement date and then ratably over the following 36 months , though some vest over shorter periods, vesting monthly from grant date.

Options granted under the Stock Plans generally expire ten years from the date of grant.

Options are exercisable only to the extent vested unless early exercise is approved by the Company’s board of directors.

As of March 31, 2026 and December 31, 2025 , 31,567 and 35,629 shares of common stock granted pursuant to the early exercise of options were outstanding and subject to the Company’s repurchase right.

The exercise price of all stock options granted under the Stock Plan must be at least equal to 100 % of the fair value of the Company’s common stock at the date of grant, as determined by the Company's board of directors.

As of March 31, 2026 , total shares available for grant under the Stock Plan were 359,490 .

For the three months ended March 31, 2026 and 2025, the Company recorded stock-based compensation expense as follows (in thousands):

Three Months Ended March 31,

As of June 30, 2026, the total number of shares available for grant under the 2026 Plan was 4,990,358 .

The number of shares of the Company ’ s common stock reserved for issuance will automatically increase on January 1 of each calendar year, from January 1, 2027 through January 1, 2036, in an amount equal to 5 % of the total number of shares of each and every class of common stock of the Company outstanding on December 31 of the preceding year;

provided that before the date of any such increase, the board of directors may determine that such increase will be less than such amount.

As of June 30, 2026 and December 31, 2025 , 311,822 and 35,629 shares of common stock granted pursuant to the early exercise of options were outstanding and subject to the Company’s repurchase right.

The exercise price of all stock options granted under the Stock Plans must be at least equal to 100 % of the fair value of the Company’s common stock at the date of grant, as determined by the Company's board of directors.

For the three and six months ended June 30, 2026 and 2025, the Company recorded stock-based compensation expense as follows (in thousands):

Three Months Ended June 30,

Six Months Ended June 30,

Cost of product revenue

3 unchanged sentences

Total stock-based compensation expense

ALAMAR BIOSCIENCES, INC.

Notes to Unaudited Condensed Consolidated Financial Statements

As of March 31, 2026 , there was $ 18.0 million of unamortized stock-based compensation expense which is expected to be recognized over a weighted-average period of 3.3 years.

As of June 30, 2026 , there was $ 50.5 million of unamortized stock-based compensation expense which is expected to be recognized over a weighted-average period of 3.58 years.

Stock options

Stock option activity for the three months ended March 31, 2026 was as follows:

Stock option activity for the six months ended June 30, 2026 was as follows:

life (in years)

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Options cancelled/forfeited/expired

Balance outstanding, March 31, 2026

Vested and expected to vest at March 31, 2026

Exercisable at March 31, 2026

The weighted-average grant date fair value of options granted was $ 4.89 and $ 2.44 per share for the three months ended March 31, 2026 and 2025, respectively.

The intrinsic value of options exercised during the three months ended March 31, 2026 and 2025 was $ 4.5 million and $ 0.7 million, respectively.

The Company estimated the fair value of stock options granted during the three months ended March 31, 2026 and 2025, using the Black-Scholes option pricing model with the following weighted-average assumptions:

Three Months Ended March 31,

Balance outstanding, June 30, 2026

Vested and expected to vest at June 30, 2026

Exercisable at June 30, 2026

ALAMAR BIOSCIENCES, INC.

Notes to Unaudited Condensed Consolidated Financial Statements

The Company estimated the fair value of stock options granted during the three and six months ended June 30, 2026 and 2025, using the Black-Scholes option pricing model with the following weighted-average assumptions:

Three Months Ended June 30,

Six Months Ended June 30,

Expected dividend yield

2 unchanged sentences

Expected term (in years)

Stock activity during the three months ended March 31, 2026 for grants of restricted stock awards (“RSAs”) to employees outside of the Stock Plan was as follows:

grant date FV

The RSU activity during the six months ended June 30, 2026 was as follows:

Weighted- average

Balance outstanding, December 31, 2025

Balance outstanding, March 31, 2026

For the three months ended March 31, 2026 and 2025, the total fair value of shares vested was de minimis.

Balance outstanding, June 30, 2026

Stock activity during the six months ended June 30, 2026 for grants of restricted stock awards (“RSAs”) to employees outside of the Stock Plans was as follows:

Weighted- average

Balance outstanding, December 31, 2025

Balance outstanding, June 30, 2026

For the three and six months ended June 30, 2026 and 2025, the total fair value of shares vested was de minimis.

In April 2025, the Company adopted the Employee Phantom Option Plan, which allows for the issuance of Phantom Options to purchase Phantom Shares of the Class B Common Stock of the Company.

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Upon completion of the IPO and government registration, all outstanding Phantom Options automatically convert into options to acquire common stock.

The Company issued 8,945 phantom stock options during the three months ended March 31, 2026 with a weighted-average exercise price of $ 7.59 per share.

The Company issued 8,945 phantom stock options during three and six months ended June 30, 2026 with a weighted-average exercise price of $ 7.59 per share.

As of June 30, 2026, the government registration was not complete.

2026 Employee Stock Purchase Plan

In April 2026, the Company’s 2026 Employee Stock Purchase Plan (“2026 ESPP”) became effective.

Subject to any limitations contained therein, the 2026 ESPP allows eligible employees to contribute, through payroll deductions, up to 15 % of their eligible compensation to purchase the Company’s common sto ck at a discounted price per share.

As of June 30, 2026, 656,400 shares of the Company's common stock were available for sale under the 2026 ESPP.

The number of shares of common stock reserved for issuance will automatically increase on January 1 of each calendar

ALAMAR BIOSCIENCES, INC.

Notes to Unaudited Condensed Consolidated Financial Statements

year, from January 1, 2027 through January 1, 2036, by the lesser of (i) 1 % of the total number of shares of each and every class of our common stock outstanding on December 31 of the preceding year and (ii) 1,969,200 shares;

provided that before the date of any such increase, the board of directors may determine that such increase will be less than such amount.

No offerings have been authorized to date by the administrator under the 2026 ESPP.

If the administrator authorizes an offering period under the 2026 ESPP, the administrator will establish the duration of offering periods and purchase periods, including the starting and ending dates of offering periods and purchase periods, provided that no offering period may have a duration exceeding 27 months.

Commitments and contingencies

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Alamar filed a motion to dismiss, which the Court granted on February 11, 2025, without prejudice to Olink filing an amended complaint.

The case is currently stayed.

The case was stayed pending the outcome of IPR2024-01353 and the Final Written Decision issued on March 4, 2026, described below.

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The court lifted the stay of the Delaware district court litigation on April 7, 2026.

Alamar moved to dismiss the amended complaint on May 7, 2026.

That motion is pending.

Alamar Biosciences, Inc.

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On March 4, 2026, the PTAB issued a Final Written Decision finding that no claims were unpatentable.

Alamar has 30 days from this decision to seek Rehearing, 30 days to seek Director Review, and 63 days to file a notice of appeal to the United States Court of Appeals for the Federal Circuit.

As of March 31, 2026 and 2025 , losses are not probable or estimable.

On May 4, 2026, Alamar filed its notice of appeal of the Final Written Decision to the United States Court of Appeals for the Federal Circuit.

As of June 30, 2026 , losses for these cases are not probable or estimable.

In November 2021, the Company entered into a noncancelable operating lease for its current headquarters.

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See Note 11—Related party transactions for additional information.

The Company also leases office space in Europe and Asia as of March 31, 2026.

As of March 31, 2026 , the Company has one lease in China which has not yet commenced or been recognized, since the facility is not yet available for the Company’s use.

Fixed lease payments for the lease which is expected to commence in the second or third quarter of 2026 are $ 1.3 million over the five -year lease term.

In April 2026, the Company entered a lease for manufacturing, research and office space in Fremont, California.

Delivery of the premises for construction of leasehold improvements is expected during the second quarter of 2026.

The initial term of the lease is approximately 159 months depending on the timing of completion of leasehold improvements.

The Company is eligible to receive up to $ 7.5 million in tenant improvement allowances.

The total future minimum lease payments are up to $ 33.9 million of which no ne are due in the next 12 months.

As of March 31, 2026, maturities of the Company’s operating lease liabilities under noncancelable leases are as follows (in thousands):

2026 (remaining nine months)

The Company also leases office space in Europe and Asia as of June 30, 2026.

In April 2026, the Company entered into a lease for manufacturing, research and office space in Fremont, California, and the Company recognized a right-of-use asset of $ 10.8 million and a lease liability of $ 10.7 million upon delivery of the premises for construction of leasehold improvements in June 2026.

The initial term of the lease is approximately 158 months depending on the timing of completion of leasehold improvements, and the Company has an option to extend the lease for one additional 5-year term.

The Company is eligible to receive up to $ 7.7 million in tenant improvement allowances which are recorded as a reduction of the related lease liability until they are received from the landlord.

In connection with this lease agreement, the Company restricted $ 1.3 million at SVB to secure a standby letter of credit in lieu of a security deposit.

As of June 30, 2026 , the Company has one lease which has not yet commenced or been recognized, since the facility is not yet available for the Company’s use.

Fixed lease payments for this lease in China which is expected to commence in the third quarter of 2026 are $ 1.3 million over the five -year lease term.

ALAMAR BIOSCIENCES, INC.

Notes to Unaudited Condensed Consolidated Financial Statements

As of June 30, 2026, maturities of the Company’s operating lease liabilities under noncancelable leases are as follows (in thousands):

2026 (remaining six months)

Total undiscounted lease payments

Less imputed interest

Less tenant improvement allowance

Present value of operating lease liabilities

ALAMAR BIOSCIENCES, INC.

Notes to Unaudited Condensed Consolidated Financial Statements

Operating lease liabilities:

Total lease liability

The weighted-average remaining lease term and discount rate as of June 30, 2026 were as follows:

Other information:

Weighted-average remaining lease term (years)

Weighted-average discount rate

Related party transactions

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thus, Attovia is a related party.

The following table summarizes the related party transactions between the Company and Attovia during the three months ended March 31, 2026 and 2025 (in thousands):

Three Months Ended March 31,

The following table summarizes the related party transactions between the Company and Attovia during the three and six months ended June 30, 2026 and 2025 (in thousands):

Three Months Ended June 30,

Six Months Ended June 30,

TAP service revenue

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The Funding Agreement provides up to $ 10.0 million over 36 months, commencing within six weeks of acceptance.

ALAMAR BIOSCIENCES, INC.

Notes to Unaudited Condensed Consolidated Financial Statements

Funds must be used solely for activities described in the grant proposal titled “Development of ARGO DX for a new generation of blood-based diagnostics for Alzheimer’s disease and related neurodegenerative diseases” or a revised grant proposal approved in writing by ADDF.

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Payments received are recorded within accrued and other current liabilities on the condensed consolidated balance sheets until they are earned.

The following table summarizes the activity for the three months ended March 31, 2026 and 2025 (in thousands):

Three Months Ended March 31,

The following table summarizes the activity for the three and six months ended June 30, 2026 and 2025 (in thousands):

Three Months Ended June 30,

Six Months Ended June 30,

Beginning liability

2 unchanged sentences

Ending liability

ALAMAR BIOSCIENCES, INC.

Notes to Unaudited Condensed Consolidated Financial Statements

Net loss per share

The following outstanding shares of common stock equivalents were excluded from the computation of diluted net loss per share for the three months ended March 31, 2026 and 2025 because including them would have had an anti-dilutive effect:

Three Months Ended March 31,

The following outstanding shares of common stock equivalents were excluded from the computation of diluted net loss per share for the three and six months ended June 30, 2026 and 2025 because including them would have had an anti-dilutive effect:

Three and Six Months Ended June 30,

Convertible preferred stock

Outstanding stock options

Unvested restricted stock units

Unvested restricted stock awards

2 unchanged sentences

Common stock warrants

Convertible Notes (1)

(1) In applying the if-converted method, conversion of the Convertible Notes was not assumed for purposes of computing diluted earnings per share as the effect would be anti-dilutive.

As the number of shares underlying the Convertible Notes is subject to contingencies such as the occurrence of an IPO, and the IPO price, the Convertible Notes are considered contingently issuable potential common shares.

As no contingencies had been met as of March 31, 2026, the number of shares excluded from earnings per share due to the anti-dilutive effect was based on the conversion price calculation used upon maturity, as if the conversion occurred on March 31, 2026.

Subsequent events

As described in Note 1—Description of Business and Basis of Presentation, the Company completed its IPO and related transactions on April 20, 2026.

In connection with the closing of the Company’s IPO, the Company increased the authorized number of shares to 1,000,000,000 shares of common stock and 20,000,000 shares of preferred stock.

In April 2026, the Company’s board of directors adopted, and the Company’s stockholders approved, the 2026 Equity Incentive Plan (the “2026 Plan”), which became effective immediately prior to and contingent upon the execution of the underwriting agreement related to the Company’s IPO.

In connection with the IPO, the Company issued certain directors and employees, including its executive officers, stock options to purchase an aggregate of 1,396,974 shares of its common stock with an exercise price of $ 17.00 per share, under the 2026 Plan.

In addition, in connection with the IPO, the Company granted certain directors and employees, including its executive officers, an aggregate of 314,611 RSUs under the 2026 Plan.

On August 6, 2026, the Company entered into a Third Amendment to its Loan and Security Agreement with SVB.

The amendment refinanced and replaced the Company’s existing credit facilities with a revolving credit facility of up to $ 60.0 million, including an uncommitted accordion feature of up to an additional $ 40.0 million, and extended the maturity date to July 1, 2029 .

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements