What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-11-04 compared with 2025-08-06 · 137 added, 118 removed, 407 unchanged (39% of the section changed)

4 unchanged sentences

(in millions)

September 30,

2025 December 31,

17 unchanged sentences

Current maturities of operating lease liabilities 7.9 12.8

Current debt 59.4 —

Total current liabilities 148.0 164.1

6 unchanged sentences

Stockholders’ equity:

Common stock, 93.1 and 91.3 shares outstanding at June 30, 2025 and December 31, 2024, respectively

Common stock, 93.1 and 91.3 shares outstanding at September 30, 2025 and December 31, 2024, respectively

Additional paid-in capital 1,486.8 1,457.8

9 unchanged sentences

Three months ended

June 30, Six months ended

September 30, Nine months ended

September 30,

2025 2024 2025 2024

18 unchanged sentences

Loss before income tax ( 26.2 ) ( 21.2 ) ( 386.2 ) ( 84.4 )

Income tax benefit

Income tax expense (benefit)

1.2 0.9 ( 28.2 ) 0.4

12 unchanged sentences

Three months ended

June 30, Six months ended

September 30, Nine months ended

September 30,

2025 2024 2025 2024

27 unchanged sentences

BALANCES AT JUNE 30, 2024 $ 0.9 $ 1,435.8 $ ( 4.0 ) $ ( 692.2 ) $ 740.5

Issuance of common stock under stock-based compensation plans, net of shares exchanged for withholding tax — ( 3.0 ) — — ( 3.0 )

Stock-based compensation expense — 12.4 — — 12.4

Net loss — — — ( 22.1 ) ( 22.1 )

Other comprehensive income, net of tax

— — 3.9 — 3.9

BALANCES AT SEPTEMBER 30, 2024 $ 0.9 $ 1,445.2 $ ( 0.1 ) $ ( 714.3 ) $ 731.7

BALANCES AT DECEMBER 31, 2024 $ 0.9 $ 1,457.8 $ ( 0.8 ) $ ( 756.8 ) $ 701.1

9 unchanged sentences

BALANCES AT JUNE 30, 2025 $ 0.9 $ 1,474.7 $ ( 0.1 ) $ ( 1,087.4 ) $ 388.1

Issuance of common stock under stock-based compensation plans, net of shares exchanged for withholding tax — ( 0.1 ) — — ( 0.1 )

Stock-based compensation expense — 12.2 — — 12.2

Net loss — — — ( 27.4 ) ( 27.4 )

BALANCES AT SEPTEMBER 30, 2025 $ 0.9 $ 1,486.8 $ ( 0.1 ) $ ( 1,114.8 ) $ 372.8

See accompanying notes to Condensed Consolidated Financial Statements.

3 unchanged sentences

(in millions)

Six months ended June 30,

Nine months ended September 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

22 unchanged sentences

Capitalization of intangible assets ( 10.5 ) ( 8.4 )

Proceeds from the sale of businesses, net of cash sold — 8.8

Proceeds from maturities and sales of marketable investment securities — 9.0

5 unchanged sentences

Repayment of revolving credit facility ( 80.5 ) ( 100.0 )

Proceeds from the issuance of secured long-term credit facility

Fees associated with the issuance of secured long-term credit facility

Payment on finance leases ( 0.3 ) ( 0.3 )

1 unchanged sentence

Effect of foreign exchange rates on cash, cash equivalents, and restricted cash 0.7 ( 0.3 )

Change in cash and cash equivalents classified as held for sale — ( 2.3 )

Net decrease in cash, cash equivalents, and restricted cash ( 28.2 ) ( 39.7 )

Net increase (decrease) in cash, cash equivalents, and restricted cash

42.9 ( 31.1 )

Cash, cash equivalents, and restricted cash at beginning of the period 111.9 140.9

13 unchanged sentences

The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenue and expenses during the reporting period.

The Company has historically experienced seasonality in its business.

The quarters ending March 31 and September 30 are typically weaker due to the annual reset of patient deductibles in the beginning of each calendar year and vacation schedules in the summer.

The quarter ending December 31 is typically stronger due to increased demand as patients meet their deductibles throughout the year.

Additionally, operating results for the three and six months ended June 30, 2025 may not necessarily be indicative of results to be expected for any other interim period or for the full year.

The Company has historically experienced some seasonality in its business, including due to factors such as the timing of deductibles resetting or being met.

While the Company continues to experience periodic fluctuations in quarterly revenues, these variations are increasingly influenced by other factors such as the timing of customer activity, reimbursement dynamics, and broader market conditions.

As a result, the Company believes that current operating results may not be indicative of results to be expected for any other interim period or for the full year.

Recent Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures , which requires enhanced income tax disclosures, including disaggregation of information on the rate reconciliation table and disaggregated information related to income taxes paid.

The amendments in ASU 2023-09 are effective for annual periods beginning after December 15, 2024.

The Company is currently evaluating the impact of ASU 2023-09 on its income tax disclosures.

In September 2025, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2025-06, Targeted Improvements to the Accounting for Internal-Use Software , which amends certain aspects of the accounting for and disclosure of software costs under Accounting Standards Codification ("ASC") 350-40, Internal-Use Software Accounting & Capitalization .

ASU 2025-06 makes targeted improvements to ASC 350-40 by changing the cost capitalization threshold, eliminating accounting consideration of software project development stages and enhancing the guidance around the "probable-to-complete" threshold.

It also modifies the website development costs guidance by eliminating Subtopic 350-50 and relocating any remaining relevant guidance into Subtopic 350-40.

ASU 2025-06 is effective for annual and interim periods beginning after December 15, 2027, with early adoption permitted.

The Company is currently evaluating the impact of adopting ASU 2025-06.

In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40):

2 unchanged sentences

The Company is currently evaluating the impact of adopting ASU 2024-03.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

The amendments in ASU 2023-09 are effective for annual periods beginning after December 15, 2024.

The Company expects to include expanded income tax disclosures in its upcoming Annual Report on Form 10-K, including enhanced disaggregation of the effective tax rate reconciliation and income taxes paid by jurisdiction.

Reclassifications

6 unchanged sentences

or rest of world (“RoW”):

Three months ended June 30,

Three Months Ended September 30,

(in millions) U.S.

5 unchanged sentences

Total revenue $ 191.7 $ 14.0 $ 205.7 $ 196.0 $ 17.3 $ 213.3

Six months ended June 30,

Nine months ended September 30,

(in millions) U.S.

11 unchanged sentences

As a result of this new information, the Company updates its estimate of the amounts to be recognized for previously delivered tests.

During the three and six months ended June 30, 2025 and during the three months ended June 30, 2024, the impact of the amounts to be recognized for tests in which the performance obligation was met in a prior period was not material to the Condensed Consolidated Statements of Operations.

During the six months ended June 30, 2024, the Company recognized $ 9.3 million in revenue for tests in which the performance obligation was met in a prior period, including $ 3.0 million in revenue due to a retroactive coverage change by a payor for one of its prenatal products.

During the three and nine months ended September 30, 2025 the impact of the amounts to be recognized for tests in which the performance obligation was met in a prior period was not material to the Condensed Consolidated Statements of Operations.

During the three and nine months ended September 30, 2024, the Company recognized $ 8.6 million and $ 20.3 million, respectively, in revenue for tests in which the performance obligation was met in a prior period, including $ 3.0 million in revenue in the first quarter of 2024 due to a retroactive coverage change by a payor for one of its prenatal products.

FAIR VALUE MEASUREMENTS

7 unchanged sentences

Level 3—unobservable inputs.

The fair value of the Company’s long-term debt, which it considers a Level 2 measurement, is estimated using a discounted cash flow analysis based on the Company’s current estimated incremental borrowing rates for similar borrowing arrangements.

The fair value of the Company’s current debt is estimated to be $ 59.7 million at June 30, 2025.

The carrying amounts of certain financial instruments—including cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses—approximates their fair values due to their short-term maturities.

Additionally, the carrying value of our long-term debt as of September 30, 2025, approximates its fair value because the debt’s floating interest rate is consistent with prevailing market rates.

PROPERTY, PLANT, AND EQUIPMENT, NET

The property, plant, and equipment at June 30, 2025 and December 31, 2024 were as follows:

(in millions) June 30,

The property, plant, and equipment at September 30, 2025 and December 31, 2024 were as follows:

(in millions) September 30,

2025 December 31,

7 unchanged sentences

Three months ended

June 30, Six months ended

September 30, Nine months ended

September 30,

(in millions) 2025 2024 2025 2024

1 unchanged sentence

GOODWILL AND INTANGIBLE ASSETS

The changes in the carrying amount of goodwill for the six months ended June 30, 2025 are as follows:

The changes in the carrying amount of goodwill for the nine months ended September 30, 2025 are as follows:

(in millions) Total

2 unchanged sentences

Ending balance $ 51.6

During the quarter ended June 30, 2025, the Company identified a triggering event that required an interim goodwill impairment assessment.

During the nine months ended September 30, 2025, the Company identified a triggering event that required an interim goodwill impairment assessment.

The Company experienced a sustained decline in its market capitalization, due in part to downward revisions to the Company's forecasts.

3 unchanged sentences

Accordingly, this fair value measurement is classified as Level 3 in the fair value hierarchy because it is based primarily upon unobservable inputs that reflect management's assumptions.

The Company recognized a goodwill impairment charge of $ 234.7 million, with $ 91.2 million attributable to the Pharmacogenomics reporting unit and $ 143.5 million attributable to the Women’s Health reporting unit, reducing the carrying value of goodwill for these reporting units to their estimated fair values.

As a result of the assessment, during the nine months ended September 30, 2025, the Company recognized a goodwill impairment charge of $ 234.7 million, with $ 91.2 million attributable to the Pharmacogenomics reporting unit and $ 143.5 million attributable to the Women’s Health reporting unit, reducing the carrying value of goodwill for these reporting units to their estimated fair values.

The Company determined that the goodwill balance for the International reporting unit was not impaired.

The goodwill impairment charges are reflected in Goodwill and long-lived asset impairment charges in the Condensed Consolidated Statements of Operations.

T he remaining goodwill value as of June 30, 2025 of $ 51.6 million consists of $ 29.8 million for the Pharmacogenomics reporting unit, $ 17.3 million for the International reporting unit and $ 4.5 million for the Women's Health reporting unit.

The remaining goodwill value of $ 51.6 million consists of $ 29.8 million for the Pharmacogenomics reporting unit, $ 17.3 million for the International reporting unit and $ 4.5 million for the Women's Health reporting unit.

Management will continue to monitor for any additional indicators of impairment in future periods.

4 unchanged sentences

Amortization Net

At June 30, 2025

At September 30, 2025

Developed technologies $ 480.2 $ ( 347.7 ) $ 132.5

5 unchanged sentences

Net of $ 82.0 million in impairment expense recognized in the three months ended June 30, 2025.

See the discussion below for further details regarding the impairment of intangible assets below.

See the discussion below for further details regarding the impairment of intangible assets.

(in millions) Gross

8 unchanged sentences

Total intangible assets $ 591.2 $ ( 328.8 ) $ 262.4

As noted above, the Company experienced a sustained decline in its market capitalization, which triggered the Company to perform a recoverability test for certain of its asset groups during the quarter .

As noted above, the Company experienced a sustained decline in its market capitalization during the three months ended June 30, 2025, which triggered the Company to perform a recoverability test for certain of its asset groups during that quarter .

The Company performed the recoverability test by comparing the carrying value of each asset group to its estimated undiscounted future cash flows.

4 unchanged sentences

The primary assumptions used in the relief from royalty models were projected revenue and royalty rates.

As the carrying value for the intangible assets exceeded the relative fair value, the Company recognized an impairment charge of $ 71.8 million and $ 10.2 million for the Pharmacogenomics and Gateway intangible asset groups, respectively, during the period ended June 30, 2025.

These expenses are included in Goodwill and long-lived asset impairment charges in the Consolidated Statements of Operations.

These fair value measurements for the impairment of intangibles assets is classified as Level 3 in the fair value hierarchy because it is based primarily upon unobservable inputs that reflect management's assumptions.

The fair value measurements for the impairment of intangibles assets are classified as Level 3 in the fair value hierarchy because they are based primarily upon unobservable inputs that reflect management's assumptions.

The Company recorded amortization expenses during the respective periods for these intangible assets as follows:

Three months ended

June 30, Six months ended

September 30, Nine months ended

September 30,

(in millions) 2025 2024 2025 2024

1 unchanged sentence

ACCRUED LIABILITIES

The Company's accrued liabilities at June 30, 2025 and December 31, 2024 were as follows:

(in millions) June 30,

The Company's accrued liabilities at September 30, 2025 and December 31, 2024 were as follows:

(in millions) September 30,

2025 December 31,

6 unchanged sentences

Total accrued liabilities $ 108.3 $ 119.0

On June 30, 2023, the Company entered into an asset-based revolving credit facility (the “ABL Facility”) with an initial maximum principal amount of $ 90.0 million, with JPMorgan Chase Bank, N.A., as administrative agent and issuing bank, the other lender parties thereto, and certain of the Company's domestic subsidiaries (the "Guarantors").

On October 31, 2023, the Company entered into an amendment to the ABL Facility to increase the maximum principal amount of the available revolving line of credit by $ 25.0 million for a total maximum principal commitment of $ 115.0 million under the ABL Facility, which was effected through a new commitment provided by a new lender, Goldman Sachs Bank USA.

The ABL Facility matures on June 30, 2026.

The obligations of the Company are guaranteed by the Guarantors and the ABL Facility is secured by substantially all of the assets of the Company and the Guarantors.

As of June 30, 2025 and December 31, 2024, the Company had debt of $ 59.4 million (current) and $ 39.6 million (long-term) under the ABL Facility, respectively, net of $ 0.6 million and $ 0.9 million of debt issuance costs, respectively.

Proceeds from the ABL Facility were used for the working capital needs and general corporate purposes of the Company.

Availability under the ABL Facility was subject to a borrowing base, which is the lesser of (a) 85 % of the Company's and the Guarantors' eligible accounts receivable plus certain cash held in a segregated and fully-blocked account with the administrative agent in an amount up to $ 20.0 million ("Eligible Cash") minus any reserves established by the administrative agent in accordance with the ABL Facility, and (b) the aggregate amount of cash collections from eligible accounts of the Company and the Guarantors for the 60 consecutive days most recently ended.

Subject to certain conditions, the Company was permitted to freely withdraw cash from the Eligible Cash account, provided that any reduction in the Eligible Cash amount would have had a corresponding reduction in the borrowing base under the ABL Facility.

Loans outstanding under the ABL Facility bore interest at a rate per annum equal to, at the option of the Company, either (a) the greatest of (i) the daily Prime Rate, (ii) the daily NYFRB Rate plus 0.5 %, and (iii) the monthly Adjusted Term SOFR Rate (as defined below) plus 1.0 % (the “ABR”) plus an applicable margin that ranged from 1.0 % to 1.5 % depending on the aggregate average unused availability under the ABL Facility during the prior quarter or (b) term Secured Overnight Financing Rate ("SOFR") for a tenor of one, three or six months (at the Company’s election) plus 0.1 % (the “Adjusted Term SOFR Rate”) plus an applicable margin that ranged from 2.0 % to 2.5 % depending on the average unused availability under the ABL Facility during the prior quarter, with an ABR floor of 1.0 % and an Adjusted Term SOFR Rate floor of 0.0 %.

Under the ABL Facility, the undrawn fee ranged from 37.5 to 50 basis points based on the daily amount of the available revolving commitment.

The weighted average interest rate for borrowings under the ABL Facility as of June 30, 2025 was 6.7 %.

The weighted average interest rate for borrowings under the ABL Facility as of December 31, 2024 was 7.8 %.

The ABL Facility contained customary loan terms, interest rates, representations and warranties and affirmative and negative covenants, in each case, subject to customary limitations, exceptions, and exclusions.

Covenants under the ABL Facility limited or restricted the Company's ability to incur liens, incur indebtedness, dispose of assets, make investments, make certain restricted payments (including dividends), merge or consolidate, and enter into certain speculative hedging arrangements.

The ABL Facility required the Company and the Guarantors, on a consolidated basis, to maintain a fixed charge coverage ratio of at least 1.0 to 1.0 if availability under the ABL Facility was less than the greater of (a) $ 10.6 million and (b) 12.5 % of the lesser of the maximum commitment amount and the borrowing base.

As of June 30, 2025, availability under the ABL Facility was $ 42.1 million.

For the three and six months ended June 30, 2025, the Company was compliant with all such financial covenants.

Subsequent to June 30, 2025, the Company repaid the ABL Facility in full, including interest, with the proceeds from a new term loan facility.

The ABL Facility allowed the Company to elect to prepay all or any portion of the amounts owed prior to the maturity date without premium or penalty.

See Note 16 "Subsequent Event" for further details about the new term loan facility.

LONG-TERM DEBT

The Company's long-term debt at September 30, 2025 consisted of the following amounts:

(in millions) September 30, 2025

Long-term debt $ 125.0

Accrued exit fee

Unamortized debt discount and issuance costs ( 9.3 )

Total Long-term debt, net 119.5

On July 31, 2025 (the "Closing Date"), the Company entered into a Credit Agreement (the "Credit Agreement") with the lenders from time to time party thereto, and OrbiMed Royalty & Credit Opportunities IV, LP., as administrative agent (the "Administrative Agent") and as initial lender.

The Credit Agreement consists of a $ 200.0 million term loan credit facility with an initial term loan o f $ 125.0 million (the "Initial Loan"), which amount was funded on the Closing Date, and delayed draw term loans (the "Delayed Draw Loans" and together with the Initial Loan, the "Loans"), at the election of the Company on or prior to June 30, 2027, in a maximum principal amount of $ 75.0 million (the "Credit Facility").

The Company incurred debt discounts and issuance costs totaling $ 9.4 million.

These costs are being amortized using the effective interest method.

The proceeds of the Credit Facility were or will be used for the working capital needs and general corporate purposes of the Company and its subsidiaries.

Concurrent with the new Credit Facility, the Company used $ 60.2 million of the proceeds to repay its previous debt facility, an asset-based revolving credit facility (the “ABL Facility”), in full and terminated the ABL Facility agreement.

The Credit Facility matures on July 31, 2030 (the "Maturity Date").

All r epayments are subject to the accrued exit fee.

The Company may also elect to prepay all or any portion of the amounts owed prior to the Maturity Date subject to a repayment premium, in addition to the exit fee.

Loans outstanding under the Credit Facility bear interest at a rate per annum equal to (x) the greater of the one-month Secured Overnight Financing Rate (SOFR) Rate and 2.5 % plus (y) an applicable margin of 6.5 % .

Commencing on September 30, 2029, and on the last business day of each fiscal quarter thereafter, the Company is required to make a scheduled principal payment equal to 2.5 % of the unpaid principal amount of the loans outstanding on the fourth anniversary of the Closing Date, together with any applicable exit fee and repayment premium.

Any undrawn amount of the Delayed Draw Loans bears a fee of 0.5 % based on the amount that remains undrawn through June 30, 2027.

The interest rate for borrowings under the Credit Agreement as of September 30, 2025 was 10.8 %.

The Credit Facility is also subject to customary mandatory prepayments with the proceeds of indebtedness and certain asset sales and casualty events.

In addition to the exit fee and repayment premium referenced above, voluntary and mandatory prepayments and all other payments of the Credit Facility must also be accompanied by payment of accrued interest on the principal amount repaid or prepaid.

The Credit Facility is also subject to other customary fee arrangements.

The obligations of the Company are guaranteed by certain of the Company’s material subsidiaries (the “Credit Facility Guarantors”) pursuant to a Guarantee.

The obligations of the Company and the Credit Facility Guarantors under the Credit Agreement and Guarantee are secured by substantially all of the assets of the Company and the Credit Facility Guarantors under a Pledge and Security Agreement entered into with the Administrative Agent.

The Credit Facility requires the Company and its subsidiaries, on a consolidated basis, to comply with a minimum trailing twelve-month revenue test as of the end of each month, commencing with the month ending December 31, 2025 at $ 615.0 million and increasing quarterly to $ 974.0 million beginning on December 31, 2029 and thereafter.

In addition, the Credit Facility contains customary representations and warranties and affirmative and negative covenants, including covenants that limit or restrict the Company and its subsidiaries’ ability to incur liens, incur indebtedness, dispose of assets, make investments, make certain restricted payments, merge or consolidate and enter into certain speculative hedging arrangements.

The Credit Facility includes a number of customary events of default, including, among other things, nonpayment defaults, covenant defaults, cross-defaults to other material indebtedness, bankruptcy and insolvency defaults, material judgment defaults and the occurrence of a change of control.

If any event of default occurs (subject, in certain instances, to specified grace periods), the principal, premium, if any, interest and any other monetary obligations on all the then outstanding amounts under the Credit Facility may become due and payable immediately.

As of September 30, 2025, the Company was in compliance with all covenants under the Credit Agreement.

PREFERRED AND COMMON STOCKHOLDERS' EQUITY

The Company is authorized to issue up to 5.0 million shares of preferred stock, par value $ 0.01 per share.

There were no shares of preferred stock outstanding at June 30, 2025.

There were no shares of preferred stock outstanding at September 30, 2025.

The Company is authorized to issue up to 150.0 million shares of common stock, par value $ 0.01 per share.

There were 93.1 million shares of common stock issued and outstanding at June 30, 2025.

There were 93.1 million shares of common stock issued and outstanding at September 30, 2025.

Shares of common stock issued and outstanding

Six months ended

Nine months ended

September 30,

(in millions) 2025 2024

7 unchanged sentences

Three months ended

June 30, Six months ended

September 30, Nine months ended

September 30,

(in millions) 2025 2024 2025 2024

5 unchanged sentences

Three months ended

June 30, Six months ended

September 30, Nine months ended

September 30,

(in millions) 2025 2024 2025 2024

4 unchanged sentences

Stockholders have subsequently approved amendments to the 2017 Plan increasing the shares available to grant thereunder, including most recently at the Company's annual meeting of stockholders held on June 5, 2025, when stockholders approved an amendment to the 2017 Plan to increase the aggregate number of shares of common stock available thereunder for the granting of awards by an additional 6.5 million shares.

As of June 30, 2025, the Company had 5.3 million shares of common stock available for grant under the 2017 Plan.

As of September 30, 2025, the Company had 5.3 million shares of common stock available for grant under the 2017 Plan.

If an RSU awarded under the 2017 Plan is cancelled or forfeited without the issuance of shares of common stock, the unissued shares that were subject to the RSU will again be available for issuance pursuant to the 2017 Plan.

1 unchanged sentence

RSUs granted to employees generally vest either ratably over three or four years or as cliff vesting after three years either on the anniversary of the date on which the RSUs were granted or during the month in which such anniversary dates occur.

The number of PSUs awarded to certain employees may be increased or reduced based on certain additional performance and market metrics.

The number of performance RSUs ("PSUs") awarded to certain employees may be increased or reduced based on certain additional performance and market metrics.

RSUs granted to non-employee directors generally vest in full upon the earlier of the completion of one year of service following the date of the grant or the date of the next annual meeting of stockholders following such grant.

The performance and market conditions associated with PSU awards granted during the three months ended June 30, 2025 include vesting that is based on revenue targets ( 34 % weighting), adjusted earnings per share targets ( 33 % weighting), and relative total stockholder return ( 33 % weighting) measured against the Nasdaq Health Care Index (IXHC) using the 20 -trading day averages at the beginning and end of the measurement period.

The performance and market conditions associated with PSU awards granted during the nine months ended September 30, 2025 include vesting that is based on revenue targets ( 34 % weighting), adjusted earnings per share targets ( 33 % weighting), and relative total stockholder return ( 33 % weighting) measured against the Nasdaq Health Care Index (IXHC) using the 20 -trading day averages at the beginning and end of the measurement period.

The measurement period for the relative total stockholder return metric is January 1, 2025 through December 31, 2027, and the revenue and adjusted earnings per share metrics will be measured based on fiscal year 2027 results.

2 unchanged sentences

The portion of the awards pertaining to relative total stockholder return represents market conditions and, accordingly, the estimated fair value of such awards are recognized over the performance period.

During the three months ended June 30, 2025, the Company granted stock-based awards to the Company's new Chief Commercial Officer as an inducement material to his commencement of employment and entry into an employment agreement with the Company.

During the nine months ended September 30, 2025, the Company granted stock-based awards to the Company's new Chief Commercial Officer as an inducement material to his commencement of employment and entry into an employment agreement with the Company.

The inducement awards were made in accordance with Nasdaq Stock Market rules and were not made under the Company's existing equity plans;

1 unchanged sentence

Stock Options

A summary of the stock option activity for the six months ended June 30, 2025 is as follows:

A summary of the stock option activity for the nine months ended September 30, 2025 is as follows:

(number of shares in millions) Number

1 unchanged sentence

Options outstanding at December 31, 2024 0.7 $ 13.38

Options outstanding at June 30, 2025 0.7 $ 13.38

Options exercisable at June 30, 2025 0.5 $ 13.38

As of June 30, 2025, there was no unrecognized stock-based compensation expense.

There were no options granted during the six months ended June 30, 2025.

Options outstanding at September 30, 2025 0.7 $ 13.38

Options exercisable at September 30, 2025 0.5 $ 13.38

As of September 30, 2025, there was no unrecognized stock-based compensation expense.

There were no options granted during the nine months ended September 30, 2025.

Restricted Stock Units

A summary of the RSU awards activity under the Company’s equity plan and inducement awards, including PSU awards, for the six months ended June 30, 2025 is as follows:

A summary of the RSU awards activity under the Company’s equity plan and inducement awards, including PSU awards, for the nine months ended September 30, 2025 is as follows:

(number of shares in millions) Number

4 unchanged sentences

RSUs canceled ( 0.6 ) $ 16.29

RSUs unvested and outstanding at June 30, 2025 7.6 $ 12.55

RSUs unvested and outstanding at September 30, 2025 7.5 $ 12.11

Employee Stock Purchase Plan

3 unchanged sentences

The second offering period of 2025 began on June 1, 2025 and will end on November 30, 2025.

As of June 30, 2025, 0.2 million shares of common stock were available for issuance under the Amended and Restated 2012 Purchase Plan.

Shares purchased under, and compensation expense associated with, the Amended and Restated 2012 Purchase Plan for the three and six months ended June 30, 2025 and 2024 are as follows:

As of September 30, 2025, 0.2 million shares of common stock were available for issuance under the Amended and Restated 2012 Purchase Plan.

Shares purchased under, and compensation expense associated with, the Amended and Restated 2012 Purchase Plan for the three and nine months ended September 30, 2025 and 2024 are as follows:

Three months ended

June 30, Six months ended

September 30, Nine months ended

September 30,

(in millions) 2025 2024 2025 2024

Shares purchased under the plan

0.7 0.2 0.7 0.2

Plan compensation expense $ 0.1 $ 0.5 $ 0.9 $ 1.6

2 unchanged sentences

Three months ended

June 30, Six months ended

September 30, Nine months ended

September 30,

(in millions) 2025 2024 2025 2024

4 unchanged sentences

Total stock-based compensation expense $ 12.2 $ 12.4 $ 32.4 $ 38.9

As of June 30, 2025, there was $ 66.2 million of total unrecognized stock-based compensation expense related to RSUs that is expected to be recognized over a weighted-average period of 2.1 years.

As of September 30, 2025, there was $ 51.6 million of total unrecognized stock-based compensation expense related to RSUs that is expected to be recognized over a weighted-average period of 1.9 years.

The Company recognizes forfeitures as they occur.

1 unchanged sentence

In order to determine the Company’s quarterly provision for income taxes, the Company used an estimated annual effective tax rate that is based on expected annual income and statutory tax rates in the various jurisdictions in which the Company operates.

Certain significant or unusual items are separately recognized in the quarter during which they occur and can be a source of variability in the effective tax rate from quarter to quarter.For the three months ended June 30, 2025, the income tax benefit was $ 0.1 million, or approximately 0.0 % of pre-tax loss, compared to $ 0.5 million income tax benefit, or approximately 1.3 % of pre-tax loss, for the three months ended June 30, 2024.

For the six months ended June 30, 2025, the income tax benefit was $ 29.4 million, or approximately 8.2 % of pre-tax loss, compared to an income tax benefit of $ 0.4 million, or approximately 0.6 % of pre-tax loss, for the six months ended June 30, 2024.

For the three and six months ended June 30, 2025, the Company’s effective tax rate differs from the U.S.

Certain significant or unusual items are separately recognized in the quarter during which they occur and can be a source of variability in the effective tax rate from quarter to quarter.

For the three months ended September 30, 2025, the income tax expense was $ 1.2 million, or approximately ( 4.6 )% of pre-tax loss, compared to $ 0.9 million income tax expense, or approximately ( 4.2 )% of pre-tax loss, for the three months ended September 30, 2024.

For the nine months ended September 30, 2025, the income tax benefit was $ 28.2 million, or approximately 7.3 % of pre-tax loss, compared to an income tax expense of $ 0.4 million, or approximately ( 0.5 )% of pre-tax loss, for the nine months ended September 30, 2024.

For the three and nine months ended September 30, 2025, the Company’s effective tax rate differs from the U.S.

federal statutory rate primarily due to the recognition of valuation allowances and unrecognized tax benefits.

The valuation allowances include any tax-deductible loss from the $ 316.7 million of long-lived impairment charges recorded for the three months ended June 30, 2025.

The valuation allowances include any tax-deductible loss from the $ 316.7 million of long-lived impairment charges recorded for the nine months ended September 30, 2025.

The unrecognized tax benefits released were primarily related to tax refund claims following the Coronavirus Aid, Relief, and Economic Security Act.

Following the success of these claims, the Company remeasured or released the unrecognized benefits resulting in a discrete tax benefit of $ 29.6 million in the six months ended June 30, 2025.

For the three and six months ended June 30, 2024, the Company’s effective tax rate differs from the U.S.

Following the success of these claims, the Company remeasured or released the unrecognized benefits resulting in a discrete tax benefit of $ 29.6 million in the nine months ended September 30, 2025.

For the three and nine months ended September 30, 2024, the Company’s effective tax rate differs from the U.S.

federal statutory rate primarily due to the recognition of valuation allowances.

Due to the Company's cumulative loss and the exhaustion of future taxable income from the reversal of taxable temporary differences, the Company's estimated annual effective tax rate for the current year includes a valuation allowance against the majority of the current year increase in deferred tax assets.

The Company leases certain office spaces and research and development laboratory facilities, vehicles, and office equipment with remaining lease terms ranging from approximately one to fourteen years .

One Big Beautiful Bill Act

On July 4, 2025, the “One Big Beautiful Bill Act” was signed into law, enacting significant changes to the U.S.

federal tax code.

The Company has evaluated the potential future impact of this legislation on its financial position and results of operations.

Based on the Company's initial assessment, the provisions of the new law are not expected to have a material impact on the Company’s current or net deferred tax balances.

The Company will continue to monitor developments and assess any future implications as further guidance becomes available.

Operating leases are included in Operating lease right-of-use assets, Noncurrent operating lease liabilities, and Current maturities of operating lease liabilities in the Condensed Consolidated Balance Sheets.

2 unchanged sentences

The lease has a term of 12 years and ends coterminous with the rest of the lease.

The amendment is expected to commence in fiscal year 2026 with future rent payments totaling $ 18.2 million.

The amendment is expected to commence in 2026 with future rent payments totaling $ 18.2 million.

COMMITMENTS AND CONTINGENCIES

8 unchanged sentences

In addition, damages may not be specified or the damage amounts claimed may be unsupported, exaggerated or unrelated to possible outcomes, and therefore, such amounts are not a reliable indicator of potential liability.

As of June 30, 2025, the Company has not recorded any material accrual for loss contingencies associated with legal proceedings or other matters or determined that an unfavorable outcome is probable and reasonably estimable in accordance with Accounting Standards Codification 450, Contingencies .

As of September 30, 2025, the Company has not recorded any material accrual for loss contingencies associated with legal proceedings or other matters or determined that an unfavorable outcome is probable and reasonably estimable in accordance with ASC 450, Contingencies .

However, it is possible that the ultimate resolution of legal proceedings or other matters, if unfavorable, may be material to the Company's results of operations, financial condition or cash flows.

3 unchanged sentences

Qui Tam Lawsuit

In June 2023, the Company received a civil investigative demand pursuant to the False Claims Act from the United States Department of Justice concerning whether the Company offered or paid remuneration to physicians at Carolina Urology Partners, PLLC, in exchange for referrals.

In June 2023, the Company received a civil investigative demand pursuant to the False Claims Act from the U.S.

Department of Justice concerning whether the Company offered or paid remuneration to physicians at Carolina Urology Partners, PLLC, in exchange for referrals.

The Department of Justice subsequently requested additional documentation and information during its investigation.

1 unchanged sentence

On January 22, 2025, the U.S.

District Court for the Western District of North Carolina unsealed a qui tam complaint, filed on November 3, 2022, against Carolina Urology Partners, PLLC, and certain of its current or former physician partners, and the Company and certain of its former employees, alleging violations of the False Claims Act.

The government declined to intervene in the case.

9 unchanged sentences

SUPPLEMENTAL CASH FLOW INFORMATION

The Company's supplemental cash flow information for the six months ended June 30, 2025 and 2024 are as follows:

Six Months Ended June 30,

The Company's supplemental cash flow information for the nine months ended September 30, 2025 and 2024 are as follows:

Nine Months Ended September 30,

(in millions) 2025 2024

7 unchanged sentences

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported on the Condensed Consolidated Balance Sheets that agrees to the amounts included in the Condensed Consolidated Statements of Cash Flows.

September 30,

(in millions) 2025 2024

11 unchanged sentences

Period translation adjustments 0.7

Ending balance June 30, 2025 $ ( 0.1 )

SUBSEQUENT EVENTS

New Credit Facility

The Credit Agreement consists of a $ 200 million term loan credit facility with an initial term loan of $ 125 million (the "Initial Loan"), which amount was funded on the Closing Date, and delayed draw term loans (the "Delayed Draw Loans" and together with the Initial Loan, the "Loans"), at the election of the Company on or prior to June 30, 2027, in a maximum principal amount of $ 75 million (the "Credit Facility").

The proceeds of the Credit Facility were or will be used for the working capital needs and general corporate purposes of the Company and its subsidiaries, including, without limitation, refinancing existing indebtedness, including $ 60.2 million of the proceeds to repay the ABL Facility in full.

The Credit Facility matures on July 31, 2030 (the "Maturity Date").

Loans outstanding under the Credit Facility will bear interest at a rate per annum equal to (x) the greater of the one-month SOFR Rate and 2.50 % plus (y) an applicable margin of 6.50 %.

Commencing on September 30, 2029, and on the last business day of each fiscal quarter thereafter, the Company is required to make a scheduled principal payment equal to 2.50 % of the unpaid principal amount of the loans outstanding on the fourth anniversary of the Closing Date, together with any applicable exit fee and repayment premium.

The Company may elect to prepay all or any portion of the amounts owed prior to the Maturity Date subject to a repayment premium.

The Credit Facility is also subject to customary mandatory prepayments with the proceeds of indebtedness and certain asset sales and casualty events.

In addition to the repayment premium referenced above, voluntary and mandatory prepayments and all other payments of the Credit Facility must also be accompanied by payment of accrued interest on the principal amount repaid or prepaid.

The Credit Facility is also subject to other customary fee arrangements.

The obligations of the Company are guaranteed by certain of the Company’s material subsidiaries (the “Credit Facility Guarantors”) pursuant to a Guarantee.

One Big Beautiful Bill Act

On July 4, 2025, the “One Big Beautiful Bill Act” was signed into law, enacting significant changes to the U.S.

federal tax code.

As the legislation was not enacted before the end of the quarter, no adjustments were made for the period ended June 30, 2025.

The Company has evaluated the potential future impact of this legislation on its financial position and results of operations.

Based on our preliminary assessment, the provisions of the new law are not expected to have a material impact on the Company’s current or net deferred tax balances.

The Company will continue to monitor developments and assess any future implications as further guidance becomes available.

Ending balance September 30, 2025 $ ( 0.1 )

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