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Item 1. Financial Statements

2025-11-05 compared with 2025-08-06 · 150 added, 109 removed, 462 unchanged (36% of the section changed)

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS (UNAUDITED)

ORASURE TECHNOLOGIES, INC.

2 unchanged sentences

(in thousands, except per share amounts)

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Current Assets:

Cash and cash equivalents $ 216,478 $ 267,763

Accounts receivable, net of allowance of $ 329 and $ 773

Accounts receivable, net of allowance for doubtful accounts of $ 166 and $ 773

24,300 23,816

6 unchanged sentences

40,795 45,105

Operating right-of-use assets 12,703 13,442

Finance right-of-use assets 181 145

Operating right-of-use assets, net 12,240 13,442

Finance right-of-use assets, net 164 145

Intangible assets, net of accumulated amortization of $ 26,802 and $ 32,413

36 unchanged sentences

(in thousands, except per share amounts)

For the Three Months Ended June 30, For the Six Months Ended June 30,

For the Three Months Ended September 30, For the Nine Months Ended September 30,

2025 2024 2025 2024

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OTHER INCOME 2,799 2,781 5,712 9,338

(Loss) income before income taxes and equity investment ( 16,891 ) 326 ( 32,863 ) ( 3,276 )

Loss before income taxes and equity investment ( 13,291 ) ( 3,218 ) ( 46,154 ) ( 6,494 )

INCOME TAX EXPENSE 47 678 1,591 1,041

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(in thousands)

For the Three Months Ended June 30, For the Six Months Ended June 30,

For the Three Months Ended September 30, For the Nine Months Ended September 30,

2025 2024 2025 2024

NET LOSS ( 13,712 ) ( 4,507 ) ( 49,445 ) ( 8,706 )

OTHER COMPREHENSIVE INCOME (LOSS)

OTHER COMPREHENSIVE (LOSS) INCOME

Currency translation adjustments ( 2,802 ) 1,431 4,187 ( 2,259 )

5 unchanged sentences

(in thousands)

For the Six Months Ended June 30,

For the Nine Months Ended September 30,

OPERATING ACTIVITIES:

21 unchanged sentences

INVESTING ACTIVITIES:

Purchases of investments — ( 53,244 )

Purchases of short-term investments — ( 53,244 )

Purchase of equity method investee — ( 30,000 )

Proceeds from maturities and redemptions of investments — 43,908

Proceeds from maturities and redemptions of short-term investments — 53,052

Proceeds from sale of assets 888 —

2 unchanged sentences

FINANCING ACTIVITIES:

Cash payments for finance lease liabilities ( 26 ) ( 107 )

Cash payments for lease liabilities ( 43 ) ( 746 )

Proceeds from exercise of stock options — 214

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(all tabular amounts in thousands)

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

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These financial statements should be read in conjunction with the financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

Results of operations for the three and six months ended June 30, 2025 are not necessarily indicative of the results of operations expected for the full year.

Results of operations for the three and nine months ended September 30, 2025 are not necessarily indicative of the results of operations expected for the full year.

Summary of Significant Accounting Policies

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The effect of this change in accounting principle was immaterial.

Therefore, retroactive application was not determined to be necessary and a cumulative adjustment of $ .08 million was recorded in the statement of operations for the six months ended June 30, 2025.

Therefore, retroactive application was not determined to be necessary and a cumulative adjustment of $ 0.1 million was recorded in the statement of operations for the nine months ended September 30, 2025.

Cash Equivalents & Short-Term Investments

5 unchanged sentences

When evaluating an investment for impairment, the Company reviews factors such as the severity of the impairment, changes in underlying credit ratings, forecasted recovery, the Company’s intent to sell or the likelihood that it would be required to sell the investment before its anticipated recovery in market value, and the probability that the scheduled cash payments will continue to be made.

The Company had no available-for-sale securities as of June 30, 2025 and December 31, 2024.

The Company had no available-for-sale securities as of September 30, 2025 and December 31, 2024.

The Company maintains cash balances in the United States in excess of the federally insured limits.

1 unchanged sentence

Fair Value of Financial Instruments

As of June 30, 2025 and December 31, 2024, the carrying values of cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses approximate their respective fair values based on their short-term nature.

As of September 30, 2025 and December 31, 2024, the carrying values of cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses approximate their respective fair values based on their short-term nature.

Fair value measurements of all financial assets and liabilities that are being measured and reported on a fair value basis are required to be classified and disclosed in one of the following three categories:

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Therefore, the degree of judgment exercised in determining fair value is greatest for assets or liabilities categorized in Level 3.

June 30, December 31,

September 30, December 31,

Level 2025 2024

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$ 24,496 $ 22,910

All of the Company's guaranteed investment certificates are measured as Level 1 instruments as of June 30, 2025.

Included in cash and cash equivalents at June 30, 2025 and December 31, 2024 was $ 68.4 million and $ 66.6 million, respectively, of guaranteed investment certificates.

Also included in cash and cash equivalents at June 30, 2025 and December 31, 2024 was $ 121.1 million and $ 118.5 million, respectively, invested in money market funds.

These money market funds have investments in U.S.

Included in cash and cash equivalents at September 30, 2025 and December 31, 2024 was $ 66.9 million and $ 66.6 million, respectively, invested in guaranteed investment certificates.

Included in cash and cash equivalents at September 30, 2025 and December 31, 2024, was $ 122.4 million and $ 118.5 million, respectively, invested in government money market funds.

These funds have investments in U.S.

government securities and are measured as Level 1 instruments.

The Company offers a nonqualified deferred compensation plan for certain eligible employees and members of its Board of Directors.

The Company offers a nonqualified deferred compensation plan for certain eligible employees and members of the Company's Board of Directors.

The assets of the plan are held in the name of the Company at a third-party financial institution.

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The assets of the plan are held in mutual funds and Company stock.

The fair value of the plan assets as of June 30, 2025 and December 31, 2024 was $ 0.5 million and $ 0.7 million, respectively, and was calculated using the quoted market prices of the assets as of those dates.

All investments in the plan are classified as trading securities and measured as Level 1 financial instruments.

The fair value of plan assets is included in both current assets and noncurrent assets with the same amount included in accrued expenses and other noncurrent liabilities in the accompanying consolidated balance sheets.

The fair value of the plan assets as of September 30, 2025 and December 31, 2024 was $ 0.6 million and $ 0.7 million, respectively, and was calculated using the quoted market prices of the assets as of those dates.

All investments in the plan are classified as trading securities and measured as Level 1 instruments.

The fair value of plan assets is included in both current assets and other noncurrent assets with the same amounts included in accrued expenses and other noncurrent liabilities in the accompanying consolidated balance sheets .

Contingent Consideration

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The royalty payments represent a mid-single digit percentage of the net sales through 2034 associated with the acquired in-process and research developed intangible asset.

There was an increase of $1.2 million in the fair value of the Company's contingent consideration from date of acquisition to June 30, 2025.

There was an increase of $ 1.6 million in the fair value of the Company's contingent consideration from date of acquisition to September 30, 2025.

Equity Method Investee

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Through this relationship, the Company expects to be able to offer a more comprehensive range of low-cost diagnostic tests and molecular sample management solutions to the Company's customers globally.

As of June 30, 2025, the Company had funded $ 30.0 million for its interest in Sapphiros.

As of September 30, 2025, the Company had funded $ 30.0 million for its interest in Sapphiros.

The Company recorded the investment using the equity method in accordance with Accounting Standards Codification ("ASC") Topic 323, Investments—Equity Method and Joint Ventures—Overall.

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The Company has elected as its accounting policy to recognize its share of any income or loss in Sapphiros on a three-month lag.

The investment in Sapphiros of $ 27.0 million as of June 30, 2025 is included in the investment in equity method investee line of the Company's balance sheet and is measured as a Level 3 investment.

The investment in Sapphiros of $ 26.6 million as of September 30, 2025 is included in the investment in equity method investee line of the Company's balance sheet and is measured as a Level 3 investment.

The Company has no unconditional obligations or guarantees to, or in support of, its equity method investee and its operations.

In conjunction with the preparation of the Company's June 30, 2025 financial statements, the Company considered whether the carrying value of the investment in Sapphiros was impaired and concluded that no such impairment existed.

In conjunction with the preparation of the Company's September 30, 2025 financial statements, the Company considered whether there were any triggering events that may indicate impairment in the investment in Sapphiros and concluded that no such triggers existed.

The Company's investment in Sapphiros was valued at $ 28.3 million as of December 31, 2024.

Foreign Currency Transactions

Net foreign exchange gains (losses) resulting from foreign currency transactions that are included in other income in the Company's consolidated statements of operations were $( 0.9 ) million and $ 0.1 million for the three months ended June 30, 2025 and 2024, respectively.

Net foreign exchange gains (losses) resulting from foreign currency transactions for the six months ended June 30, 2025 and 2024 were $( 1.3 ) million and $ 0.3 million respectively.

Net foreign exchange gains (losses) resulting from foreign currency transactions that are included in other income in the Company's consolidated statements of operations were $ 0.6 million and $( 0.2 ) million for the three months ended September 30, 2025 and 2024, respectively.

Net foreign exchange gains (losses) resulting from foreign currency transactions for the nine months ended September 30, 2025 and 2024 were $( 0.7 ) million and $ 0.1 million respectively.

Accumulated Other Comprehensive Loss

Change in accumulated other comprehensive loss by component is listed below (in thousands):

Change in accumulated other comprehensive loss by component is listed below:

Foreign Currency Total

1 unchanged sentence

Other comprehensive gain 4,187 4,187

Balance at June 30, 2025 $ ( 17,371 ) $ ( 17,371 )

Balance at September 30, 2025 $ ( 20,173 ) $ ( 20,173 )

Uncertain Tax Positions

Assets and liabilities are established for uncertain tax positions taken or positions expected to be taken in income tax returns when such positions fail to meet the "more likely than not" threshold based on the technical merits of the positions.

We assess whether previously unrecognized tax benefits may be recognized when tax positions is (1) more likely than not of being sustained based on its technical merits, (2) effectively settled through examination, negotiation or litigation, or (3) settled through actual expiration of the relevant tax statures.

The assessment of an uncertain tax position requires significant judgement.

We assess whether previously unrecognized tax benefits may be recognized when tax positions are (1) more likely than not of being sustained based on their technical merits, (2) effectively settled through examination, negotiation or litigation, or (3) settled through actual expiration of the relevant tax statures.

The assessment of an uncertain tax position requires significant judgment.

Recent Accounting Pronouncements

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2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures .

The purpose of the update was to address investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes

paid information.

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

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In March 2024, the FASB issued ASU No.

2024-01, Compensation—Stock Compensation (Topic 718), Scope Application of Profits Interest and Similar Awards .

2024-01, Compensation—Stock Compensation (Topic 718), Measurement of Credit Losses for Accounts Receivable and Contract Assets .

The purpose of this update was to provide illustrative examples to demonstrate how an entity should apply guidance to determine whether profits interests and similar awards should be accounted for in accordance with Topic 718.

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Management does not expect an impact on the Company's consolidated financial statements.

Inventories (in thousands)

June 30, December 31,

In July 2025, the FASB issued ASU No.

2025-05, Financial Instruments—Credit Losses (Topic 326), Scope Application of Profits Interest and Similar Awards .

The purpose of this update was to address challenges encountered when applying the guidance in Topic 326, Financial Instruments—Credit Losses, to current accounts receivable and current contract assets arising from transactions accounted for under Topic 606, Revenue from Contracts with Customers illustrative examples to demonstrate how an entity should apply guidance to determine whether profits interests and similar awards should be accounted for in accordance with Topic 718.

For all business entities, the amendments in this ASU are effective for fiscal years beginning after December 15, 2025, and interim periods within those fiscal periods.

The amendments are applied prospectively, and early adoption is permitted.

Management does not expect an impact on the Company's consolidated financial statements.

In September 2025, the FASB issued ASU No.

2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40), Targeted Improvements to the Accounting for Internal-Use Software .

The purpose of this update was to modernize the accounting for software costs.

For all business entities, the amendments in this ASU are effective for fiscal years beginning after December 15, 2027, and interim periods within those fiscal periods.

The amendments can be applied prospectively, a modified transition or retrospectively.

Early adoption is permitted as of the beginning of an annual reporting period.

Management does not expect an impact on the Company's consolidated financial statements.

September 30, December 31,

Raw materials $ 15,039 $ 17,002

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$ 33,401 $ 34,197

Property, Plant and Equipment, net (in thousands)

June 30, December 31,

PROPERTY, PLANT, AND EQUIPMENT, NET:

September 30, December 31,

Land $ 1,118 $ 1,118

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$ 40,795 $ 45,105

Accrued Expenses and Other Current Liabilities (in thousands)

June 30, December 31,

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES:

September 30, December 31,

Payroll and related benefits $ 7,385 $ 11,147

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This was accounted for pursuant to ASC 420, Exit or Disposal Cost Obligations .

The charges for termination benefits included in the Company's consolidated statements of operations are as follows (in thousands):

For the Six Months Ended June 30,

The charges for termination benefits included in the Company's consolidated statement of operations are as follows:

For the Nine Months Ended September 30,

Cost of products and services sold $ 231

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General and administrative 17

As of June 30, 2025, the Company had fully paid the $ 0.4 million related to the reduction in workforce.

As of September 30, 2025, the Company had fully paid the $ 0.4 million related to the reduction in workforce.

This reduction in workforce was completed by December 31, 2024.

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This was accounted for pursuant to ASC 420, Exit or Disposal Cost Obligations .

For the Six Months Ended June 30,

The charges for termination benefits included in the Company's consolidated statements of operations are as follows:

For the Nine Months Ended September 30,

Cost of products and services sold $ 889

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General and administrative 160

As of June 30, 2025 the Company had $ 0.3 million accrued and had paid $ 1.4 million related to the reduction in workforce.

No additional expense was incurred during the six months ended June 30, 2025.

The Company expects this plan to be completed by September 2025.

As of September 30, 2025 the Company had $ 0.3 million accrued and had paid $ 1.4 million related to the reduction in workforce.

No additional expenses were incurred during the nine months ended September 30, 2025.

The Company expects this reduction in workforce to be completed by October 2025.

Q3 2024 Reduction in Workforce

During the third quarter of 2024, the Company executed a reduction in workforce largely as the Company notified certain employees of its intention to discontinue its risk assessment business.

Additional employees were notified in the fourth quarter of 2024 and additional severance costs will be incurred.

Additional employees were notified in the fourth quarter of 2024.

This was accounted for pursuant to ASC 420, Exit or Disposal Cost Obligations .

As of June 30, 2025 the Company had $ 0.5 million accrued and had paid $ 0.7 million related to the reduction in workforce.

No additional expense was incurred during the six months ended June 30, 2025.

The Company expects this plan to be completed by the third quarter of 2026.

The charges for termination benefits included in the Company's consolidated statements of operations are as follows:

For the Three Months Ended September 30,

Cost of products and services sold $ 7

Research and development —

Sales and marketing 346

General and administrative —

As of September 30, 2025 the Company had $ 0.2 million accrued and had paid $ 1.0 million related to the reduction in workforce.

No additional expense was incurred during the nine months ended September 30, 2025.

The Company expects this reduction in workforce to be completed by December 2025.

Revenues by Product Line .

The following table represents total net revenues by product line (in thousands):

For the Three Months Ended June 30, For the Six Months Ended June 30,

The following table represents total net revenues by product line:

For the Three Months Ended September 30, For the Nine Months Ended September 30,

2025 2024 2025 2024

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HCV 2,604 3,228 11,063 10,962

Risk Assessment Testing (2)

446 2,308 1,866 4,352

Other product and services revenues (2)

1 unchanged sentence

89 2,155 578 44,222

Risk Assessment Testing (4)

— 1,911 1,866 6,265

Molecular Services — 9 — 1,692

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(1) Includes Genomics, Microbiome and Colli-Pee ® product revenues.

(2) Includes substance abuse testing product revenues.

(2) Includes Syphilis revenues.

(3) Includes COVID-19 Diagnostics and COVID-19 Sample Management Solutions revenues.

(4) Includes substance abuse testing product revenues.

(5) Includes funded research and development contracts, royalty income and grant revenues.

Revenues by Geographic Area .

The following table represents total net revenues by geographic area, based on the location of the customer (in thousands):

For the Three Months Ended June 30, For the Six Months Ended June 30,

The following table represents total net revenues by geographic area, based on the location of the customer:

For the Three Months Ended September 30, For the Nine Months Ended September 30,

2025 2024 2025 2024

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$ 27,085 $ 39,915 $ 88,258 $ 148,382

Customer Concentration .

Customer Concentrations.

The following table represents customer concentration risk:

For the Three Months Ended June 30, For the Six Months Ended June 30,

2025 2024 2025 2024

Non-commercial customer N/A 33 % N/A 37 %

June 30, December 31,

For the Three Months Ended September 30, For the Nine Months Ended September 30,

Commercial customer (1)

Non-commercial customer N/A 26 %

September 30, December 31,

Accounts Receivable

Commercial customer 20 % 10 %

Vendor Concentration.

The Company currently purchases certain products and critical components of its products from sole-supply vendors.

If these vendors are unable or unwilling to supply the required components and products, the Company could be subject to increased costs and substantial delays in the delivery of its products to its customers.

(1) Each commercial customer is different.

There were no customers that accounted for over 10% of the Company's consolidated net revenues during the three and nine months ended September 30, 2025.

Vendor concentrations.

The Company currently purchases certain products and critical components of the Company's products from sole-supply vendors.

Third-party suppliers also manufacture certain products.

The Company's inability to have a timely supply of any of these components and products could have a material adverse effect on its business, as well as its financial condition and results of operations.

The Company's inability to have a timely supply of any of these components and products could have a material adverse effect on the Company's business, as well as the Company's financial condition and results of operations.

Deferred Revenue.

The Company records deferred revenue when funds are received prior to the recognition of the associated revenue.

Deferred revenue as of June 30, 2025 and December 31, 2024 was comprised of customer prepayments of $ 2.4 million and $ 3.0 million, respectively.

Deferred revenue as of September 30, 2025 and December 31, 2024 was comprised of customer prepayments of $ 1.9 million and $ 3.0 million, respectively.

The following table represents deferred revenue recognized:

For the Three Months Ended June 30, For the Six Months Ended June 30,

For the Three Months Ended September 30, For the Nine Months Ended September 30,

Deferred Revenue Recognized 2025 2024 2025 2024

Accrued at beginning of period $ 974 $ 774 $ 1,461 $ 1,194

The components of income tax expense are as follows (in thousands):

For the Three Months Ended June 30, For the Six Months Ended June 30,

Accrued at beginning of year $ 529 $ 171 $ 1,991 $ 1,365

INCOME TAXES:

The components of income tax expense are as follows:

For the Three Months Ended September 30, For the Nine Months Ended September 30,

2025 2024 2025 2024

Federal income tax expense $ 3 $ — $ 168 $ —

State income tax expense (benefit) 2,394 3 2,403 ( 228 )

Foreign income tax (benefit) expense ( 551 ) 378 ( 1,024 ) 591

State income tax (benefit) expense ( 612 ) 18 1,792 ( 209 )

Foreign income tax expense (benefit) 656 660 ( 369 ) 1,250

$ 47 $ 678 $ 1,591 $ 1,041

During the three months ended June 30, 2025 and 2024, the Company recorded income tax expense of $ 2.0 million and $ 0.4 million, respectively.

During the six months ended June 30, 2025 and 2024, the Company recorded income tax expense of $ 1.5 million and $ 0.4 million, respectively.

The net tax expense increase in both periods is largely due to recording an uncertain tax position for certain tax matters, including penalties and interest.

During the three months ended September 30, 2025 and 2024, the Company recorded income tax expense of $ 47.0 thousand and $ 0.7 million, respectively.

The state income tax benefit for the three months ended September 30, 2025 is largely comprised of an adjustment made to the Company's liability for uncertain tax position for certain tax matters, including penalty and interest.

During the nine months ended September 30, 2025 and 2024, the Company recorded income tax expense of $ 1.6 million and $ 1.0 million, respectively.

The state income tax expense for the nine months ended September 30, 2025 is largely due to recording an uncertain tax position for certain tax matters, including penalty and interest.

The decline in foreign taxes for the nine months ended September 30, 2025 is due to lower pretax earnings in 2025 as compared to 2024.

Income tax expense reflects taxes due to the taxing authorities and the tax effects of temporary differences between the basis of assets and liabilities recognized for financial reporting and tax purposes, and net operating loss and tax credit carryforwards.

The significant components of the Company's total deferred tax asset as of June 30, 2025 and at December 31, 2024 relate to the tax effects of the basis difference of acquired intangible assets.

The significant components of the Company's total deferred tax asset as of September 30, 2025 and at December 31, 2024 relate to the tax effects of the basis difference of acquired intangible assets.

A valuation allowance is recorded to the extent it is more likely than not that some portion or all of the deferred tax assets will not be realized.

A full valuation allowance was recorded on the Company’s U.S.

deferred tax assets as of June 30, 2025 and December 31, 2024.

As of December 31, 2024 and June 30, 2025, uncertain tax positions were approximately $ 0.0 million and $ 2.5 million.

deferred tax assets as of September 30, 2025 and December 31, 2024.

Uncertain tax positions were approximately $ 1.9 million and $ 0.0 million, as of September 30, 2025 and December 31, 2024, respectively.

The Company’s uncertain tax position relates to U.S.

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Any assessments or settlements could result in changes to our contingencies related to positions on prior years’ tax filings.

On July 4, 2025, Congress enacted the One Big Beautiful Bill Act (“OBBBA”), which includes several changes to the Internal Revenue Code which may result in changes to the Company’s income tax expense.

The Company is currently evaluating the impacts of the OBBBA but does not believe that changes in tax law will materially affect the Company’s operating performance or financial position.

On July 4, 2025, Congress enacted the One Big Beautiful Bill Act (“OBBBA”), which includes several changes to the Internal Revenue Code which will result in changes to the Company’s income tax expense.

The Company has evaluated the impacts of the OBBBA and determined changes in tax law will not materially affect the Company’s operating performance or financial position.

INCOME (LOSS) PER SHARE:

Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during the period.

Diluted earnings (loss) per share is computed in a manner similar to basic earnings (loss) per share except that the weighted-average number of shares outstanding is increased to include incremental shares from the assumed vesting or exercise of dilutive securities, such as common stock options, unvested restricted stock or performance stock units, unless the impact is antidilutive.

The number of incremental shares is calculated by assuming that outstanding stock options were exercised and unvested restricted shares and performance stock units were vested, and the proceeds from such exercises or vesting were used to acquire shares of common stock at the average market price during the reporting period.

Basic and dilutive computations of net loss per share are the same in periods in which a net loss exists as the dilutive effects of excluded items would be anti-dilutive.

For the three months ended June 30, 2025 and 2024, outstanding common stock options, unvested restricted stock, and unvested performance stock units representing 581 shares and 1,010 shares, respectively, were excluded from the computation of diluted loss per share.

For the six months ended June 30, 2025 and 2024, outstanding common stock options, unvested restricted stock, and unvested performance stock units representing 618 shares and 1,333 shares, respectively, were excluded from the computation of diluted loss per share.

For the three months ended September 30, 2025 and 2024, outstanding common stock options, unvested restricted stock, and unvested performance stock units representing 585 shares and 389 shares, respectively, were excluded from the computation of diluted loss per share.

For the nine months ended September 30, 2025 and 2024, outstanding common stock options, unvested restricted stock, and unvested performance stock units representing 605 shares and 999 shares, respectively, were excluded from the computation of diluted loss per share.

STOCKHOLDERS' EQUITY:

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The amount and timing of share repurchases under the Repurchase Program may be carried out at the discretion of the Company's management through various methods in compliance with applicable state and federal securities laws.

The Company repurchased 1.8 million shares of its common stock under the Repurchase Program during the six months ended June 30, 2025.

The reconciliation of the changes in stockholders' equity for the three and six months ended June 30, 2025 and 2024 is as follows (in thousands):

The Company repurchased 3.3 million shares of its common stock under the Repurchase Program during the nine months ended September 30, 2025.

The reconciliation of the changes in stockholders' equity for the three and nine months ended September 30, 2025 and 2024 is as follows:

Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Loss Accumulated Deficit Total

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Balance at June 30, 2025 73,735 $ — $ 537,256 $ ( 17,371 ) $ ( 139,164 ) $ 380,721

Vesting of restricted stock and performance stock units 76 — — — — —

Purchase and retirement of common shares ( 21 ) — ( 61 ) — — ( 61 )

Stock-based compensation — — 2,835 — — 2,835

Repurchase of common stock ( 1,525 ) — ( 5,001 ) — — ( 5,001 )

Net loss — — — — ( 13,712 ) ( 13,712 )

Currency translation adjustments — — — ( 2,802 ) — ( 2,802 )

Balance at September 30, 2025 72,265 $ — $ 535,029 $ ( 20,173 ) $ ( 152,876 ) $ 361,980

Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Loss Accumulated Deficit Total

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Balance at June 30, 2024 74,568 $ — $ 532,601 $ ( 18,631 ) $ ( 88,130 ) $ 425,840

Vesting of restricted stock and performance stock units 44 — — — — —

Purchase and retirement of common shares ( 19 ) — ( 87 ) — — ( 87 )

Stock-based compensation — — 2,888 — — 2,888

Net loss — — — — ( 4,507 ) ( 4,507 )

Currency translation adjustments — — — 1,431 — 1,431

Balance at September 30, 2024 74,593 $ — $ 535,402 $ ( 17,200 ) $ ( 92,637 ) $ 425,565

BUSINESS SEGMENT INFORMATION:

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The following table represents total long-lived assets by geographic area:

June 30, December 31,

September 30, December 31,

United States $ 37,424 $ 40,286

3 unchanged sentences

$ 53,199 $ 58,692

The following table represents reported segment revenues, segment loss, and significant segment expenses:

For the Three Months Ended June 30, For the Six Months Ended June 30,

The following table represents reported segment revenues, segment profit (loss), and significant segment expenses:

For the Three Months Ended September 30, For the Nine Months Ended September 30,

2025 2024 2025 2024

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Gain on sale of assets — — ( 993 ) —

Operating (loss) income ( 18,026 ) ( 2,740 ) ( 35,776 ) 58,587

Other (expense) income — ( 43 ) ( 16 ) 241

Operating loss ( 16,090 ) ( 5,999 ) ( 51,866 ) ( 15,832 )

Other income 154 95 138 335

Interest revenue 2,051 2,885 6,279 8,938

1 unchanged sentence

594 ( 199 ) ( 705 ) 65

(Loss) income before income taxes ( 16,891 ) 326 ( 32,863 ) ( 3,276 )

Loss before income taxes ( 13,291 ) ( 3,218 ) ( 46,154 ) ( 6,494 )

Income tax expense 47 678 1,591 1,041

3 unchanged sentences

(2) The following tables represent additional significant segment expense categories:

For the Three Months Ended June 30, For the Six Months Ended June 30,

For the Three Months Ended September 30, For the Nine Months Ended September 30,

2025 2024 2025 2024

5 unchanged sentences

$ 2,835 $ 2,888 $ 8,687 $ 9,178

For the Three Months Ended June 30, For the Six Months Ended June 30,

For the Three Months Ended September 30, For the Nine Months Ended September 30,

2025 2024 2025 2024

9 unchanged sentences

The Company began operating this entity as of the December 19, 2024 closing date.

The primary reason for the acquisition was Sherlock's first test for Chlamydia Trachomatis (CT) and Neisseria Gonorrhoeae (NG), which is in clinical studies and is expected to be submitted to the FDA for approval by the end of 2025.

Subject to regulatory approvals, this test is expected to expand the Company's portfolio for rapid diagnostics for sexually transmitted infections.

7 unchanged sentences

Pursuant to the Merger Agreement, the Company agreed to pay up to $ 20.0 million of contingent consideration based on the achievement of a regulatory milestone on or before December 31, 2026 as defined in the Merger Agreement.

The fair value of the milestone contingent consideration was $ 15.9 million.

The acquisition-date fair value of the milestone contingent consideration was $ 15.9 million.

The range of outcome for the milestone contingent consideration is zero to $ 20.0 million.

34 unchanged sentences

The goodwill is not deductible for income tax purposes.

The Company continues to evaluate the fair value of certain assets acquired and liabilities assumed.

Additional information, which existed as of the acquisition date, but was at that time unknown to the Company, may become known during the remainder of the measurement period.

Changes to amounts recorded as a result of the final determination may result in a corresponding adjustment to these assets and liabilities, including goodwill.

The determination of the estimated fair values of all assets acquired is expected to be completed within one year from the date of acquisition.

The Company has completed the fair value of the assets acquired and liabilities assumed.

Revenues from Sherlock primarily consist of grant revenues for research and development purposes.

6 unchanged sentences

Accordingly, the unaudited pro forma results are not necessarily indicative of either future results of operations or results that might have been achieved had the acquisition been consummated as of January 1, 2024.

For the Three Months Ended June 30, For the Six Months Ended June 30,

For the Three Months Ended September 30, For the Nine Months Ended September 30,

Net revenues $ 40,424 $ 149,462

2 unchanged sentences

From time to time, the Company is involved in certain legal actions arising in the ordinary course of business.

In management’s opinion, the outcomes of such actions, either individually or in the aggregate, are not expected to have a material adverse effect on the Company's future financial position or results of operations.

In management’s opinion, based upon the advice of counsel, the outcomes of such actions are not expected, individually or in the aggregate, to have a material adverse effect on the Company's future financial position or results of operations.

On November 14, 2024 the Company filed a complaint against NowDiagnostics, Inc.

4 unchanged sentences

NowDx, Berry, and Young agreed to a preliminary injunction which the Court entered on February 27, 2025.

The trial is scheduled for March 9, 2026.

The case is currently in the discovery phase and the schedule for any further proceedings is currently pending.

SUBSEQUENT EVENTS:

On November 5, 2025, the Company signed a definitive merger agreement ( the "Agreement") with BioMedomics, Inc.

(“BioMedomics”), pursuant to which BioMedomics will become a wholly-owned subsidiary of the Company.

The closing of the foregoing transaction is subject to various customary conditions, and is expected to occur within the fourth quarter of 2025.

The upfront purchase price is $ 4.0 million in cash, adjusted for certain transaction costs, indebtedness, holdback amounts and working capital adjustments.

In addition, pursuant to the Agreement, the Company has agreed to pay certain contingent consideration based on achievement of defined revenue targets by December 31, 2031.

Under certain circumstances, the original BioMedomics shareholders may opt to forgo a portion of the final revenue milestone, and instead choose either (i) different revenue milestones related to sales of certain products currently in development by BioMedomics (the “BM Pipeline Products”), or (ii) to share in a portion of the proceeds in the event that the Company enters into a disposition of any of the BM Pipeline Products on or prior to December 31, 2030.

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