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Item 1. Financial Statements

2026-08-07 compared with 2026-05-08 · 162 added, 87 removed, 464 unchanged (35% of the section changed)

FINANCIAL STATEMENTS (UNAUDITED)

FINANCIAL STATEMENTS

ORASURE TECHNOLOGIES, INC.

2 unchanged sentences

(in thousands, except per share amounts)

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Current Assets:

49 unchanged sentences

(in thousands, except per share amounts)

For the Three Months Ended March 31,

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

2026 2025 2026 2025

NET REVENUES:

11 unchanged sentences

7,877 31,185 42,950 61,234

Operating loss ( 23,269 ) ( 17,750 )

Operating income (loss) 5,440 ( 18,026 ) ( 17,829 ) ( 35,776 )

OTHER INCOME 1,377 1,135 2,925 2,913

Loss before income taxes and equity investment ( 21,721 ) ( 15,972 )

INCOME TAX BENEFIT ( 432 ) ( 456 )

LOSS BEFORE EQUITY INVESTMENT ( 21,289 ) ( 15,516 )

Income (loss) before income taxes and equity investment 6,817 ( 16,891 ) ( 14,904 ) ( 32,863 )

INCOME TAX EXPENSE (BENEFIT) 55 2,000 ( 377 ) 1,544

INCOME (LOSS) BEFORE EQUITY INVESTMENT 6,762 ( 18,891 ) ( 14,527 ) ( 34,407 )

LOSS ON EQUITY INVESTMENT ( 513 ) ( 802 ) ( 1,601 ) ( 1,326 )

NET LOSS $ ( 22,377 ) $ ( 16,040 )

LOSS PER SHARE:

NET INCOME (LOSS) $ 6,249 $ ( 19,693 ) $ ( 16,128 ) $ ( 35,733 )

EARNINGS (LOSS) PER SHARE

BASIC $ 0.09 $ ( 0.26 ) $ ( 0.23 ) $ ( 0.48 )

DILUTED $ 0.09 $ ( 0.26 ) $ ( 0.23 ) $ ( 0.48 )

SHARES USED IN COMPUTING LOSS PER SHARE:

SHARES USED IN COMPUTING EARNINGS (LOSS) PER SHARE:

BASIC 69,003 74,541 69,337 74,703

3 unchanged sentences

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)

For the Three Months Ended March 31,

NET LOSS ( 22,377 ) ( 16,040 )

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

2026 2025 2026 2025

NET INCOME (LOSS) $ 6,249 $ ( 19,693 ) $ ( 16,128 ) $ ( 35,733 )

OTHER COMPREHENSIVE (LOSS) INCOME

Currency translation adjustments ( 1,860 ) 6,751 ( 3,493 ) 6,989

COMPREHENSIVE LOSS $ ( 24,010 ) $ ( 15,802 )

COMPREHENSIVE INCOME (LOSS) $ 4,389 $ ( 12,942 ) $ ( 19,621 ) $ ( 28,744 )

See accompanying notes to the consolidated financial statements.

3 unchanged sentences

(in thousands)

For the Three Months Ended March 31,

For the Six Months Ended June 30,

OPERATING ACTIVITIES:

5 unchanged sentences

Provision for credit losses 288 ( 296 )

Unrealized foreign currency (gain) loss ( 153 ) 194

Unrealized foreign currency loss 285 470

Interest expense on finance leases 6 4

14 unchanged sentences

Purchases of property and equipment ( 3,341 ) ( 2,356 )

Net cash (used in) provided by investing activities ( 913 ) 370

Net cash used in investing activities ( 3,321 ) ( 1,566 )

FINANCING ACTIVITIES:

22 unchanged sentences

(“Diversigen”), Sherlock Biosciences, Inc.

("Sherlock"), and BioMedomics, Inc.

and its wholly-owned subsidiary Sense Biodetection Limited (collectively, "Sherlock"), and BioMedomics, Inc.

("BioMedomics").

4 unchanged sentences

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, 2025.

Results of operations for the three months ended March 31, 2026 are not necessarily indicative of the results of operations expected for the full year.

Results of operations for the three and six months ended June 30, 2026 are not necessarily indicative of the results of operations expected for the full year.

Summary of Significant Accounting Policies

1 unchanged sentence

Cash Equivalents & Short-Term Investments

The Company considers all investments in debt securities to be available-for-sale securities.

The Company considers all its investments in debt securities to be available-for-sale securities.

These securities consist of guaranteed investment certificates purchased with maturities greater than ninety days and are considered short-term investments.

6 unchanged sentences

Fair Value of Financial Instruments

As of March 31, 2026 and December 31, 2025, 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 June 30, 2026 and December 31, 2025, 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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The following table provides a summary of the recognized assets and liabilities that are measured at fair value on a recurring basis:

March 31, December 31,

June 30, December 31,

Level 2026 2025

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$ 5,233 $ 27,713

Included in cash and cash equivalents at March 31, 2026 and December 31, 2025 was $ 13.0 million and $ 13.1 million, respectively, invested in guaranteed investment certificates.

Included in cash and cash equivalents at March 31, 2026 and December 31, 2025, was $ 69.0 million and $ 68.4 million, respectively, invested in government money market funds.

Included in cash and cash equivalents at June 30, 2026 and December 31, 2025 was $ 12.8 million and $ 13.1 million, respectively, invested in guaranteed investment certificates.

Included in cash and cash equivalents at June 30, 2026 and December 31, 2025, was $ 49.6 million and $ 68.4 million, respectively, invested in government money market funds.

These funds have investments in U.S.

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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 March 31, 2026 and December 31, 2025 was $ 0.5 million, and was calculated using the quoted market prices of the assets as of those dates.

The fair value of the plan assets as of June 30, 2026 and December 31, 2025 was $ 0.5 million, 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.

5 unchanged sentences

The significant quantitative unobservable inputs for the milestone payments are the discount rate and probability of achieving regulatory approval milestones.

In December 2025, the Company submitted a premarket notification, or 510(k), to the U.S.

Food and Drug Administration (the “FDA”) for clearance of its rapid molecular self-test for chlamydia trachomatis and Neisseria gonorrhoeae (“CT/NG”) on the Sherlock platform.

Following constructive interactions with the FDA, the Company is updating its submission plan for the CT/NG test on the Sherlock platform to incorporate feedback received from the agency.

As part of this process, in July 2026, the Company elected to withdraw its current submission and plans to pursue a future submission based on a new clinical trial.

Due to this withdrawal, the Company has concluded that it will not obtain FDA clearance by December 31, 2026 as outlined in the terms of the merger agreement.

Accordingly, the Company will not be obligated to pay the milestone contingent payments and the milestone contingent consideration liability was reduced to zero .

Furthermore, as a result in the delay in the commercialization of the CT/NG product, the royalty based contingent consideration liability was reduced to reflect the delay in recognizing revenue from the sale of the CT/NG product and increase in discount rate associated with the cash flows.

During the three and six months ended June 30, 2026, to reflect these changes in these liabilities, a decrease in the estimated fair value of acquisition-related contingent consideration of $ 22.6 million and $ 22.5 million, respectively, was recorded on the Company's consolidated statement of operations.

The fair value methodology for royalty payments is based on a discounted cash flow model.

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Significant quantitative unobservable inputs are future expected cash flows, discount rate and volatility rate.

There was an increase of $ 4.7 million in the fair value of the Company's contingent consideration from date of acquisition to March 31, 2026 due to the milestone and royalty payments.

There has been a net decrease of $ 17.9 million in the fair value of the Company's contingent consideration from date of acquisition to June 30, 2026 primarily due to the release of the milestone liability and a reduction in royalty liability as described above.

Balance at December 31, 2025 $ 27,713

Change in fair value ( 22,480 )

Balance at March 31, 2026 $ 27,806

Balance at June 30, 2026 $ 5,233

The below table illustrates the discount rate sensitivity to the fair value of the royalty liability when performing the fair value analysis as of June 30, 2026.

The fair value analysis as of June 30, 2026, utilized a 20.4% discount rate.

Fair Value of Royalty Payments

Discount Rate

18.4% 19.4% 20.4% 21.4% 22.4%

$ 5,600 $ 5,300 $ 5,000 $ 4,700 $ 4,400

Indefinite-Lived Intangible Asset

Indefinite-lived intangible assets are not amortized but rather tested annually for impairment or more frequently if the Company believes that indicators of impairment exist.

Current generally accepted accounting principles permit the Company to make a qualitative evaluation about the likelihood of indefinite-lived intangible asset impairment.

If the Company concludes that it is more likely than not that the carrying value of an indefinite-lived intangible asset is greater than its fair value, then the Company would be required to perform a quantitative analysis.

The Company would recognize an impairment charge for the amount by which the carrying amount exceeds the fair value.

In December 2025, the Company submitted a 510(k) to the FDA for clearance of its rapid molecular self-test for CT/NG.

Following constructive interactions with the FDA, the Company is updating its submission plan for the CT/NG test on the Sherlock platform to incorporate feedback received from the agency.

As part of this process, in July 2026, the Company elected to withdraw its current submission and plans to pursue a future submission.

This withdrawal was considered an indicator of impairment, which necessitates review of the facts and circumstances underlying the value of the in-process research and development ("IPR&D") technology intangible asset as of June 30, 2026.

The Company performed a quantitative indefinite-lived intangible asset impairment test on the IPR&D technology which concluded that the carrying value of the Company's IPR&D technology was below its fair value indicating there was no impairment as of June 30, 2026.

The carrying value was 6 % below its fair value.

As of June 30, 2026, the IPR&D technology intangible asset was $ 17.0 million .

The impairment analysis used an income approach.

The income approach estimates fair value for an asset based on the present value of cash flows projected to be generated by the asset.

Projected cash flows are discounted at a required rate of return that reflects the relative risk of achieving the cash flows and the time value of money.

The revenue and cash flows assumes CT/NG receives regulatory authorization and market competition of future products is low.

The revenues assume market growth will accelerate each year.

If there are delays to attaining regulatory approval or successfully launching CT/NG, this could have a negative outcome on the indefinite-lived intangible asset impairment analysis.

The below table illustrates the discount rate sensitivity to the fair value of the IPR&D technology intangible asset when performing the impairment analysis as of June 30, 2026.

In the IPR&D technology intangible asset impairment analysis as of June 30, 2026, the impairment analysis utilized a 40% discount rate.

Discount Rate

38.0% 39.0% 40.0% 41.0% 42.0%

$ 22,000 $ 20,000 $ 18,000 $ 17,000 $ 15,000

Equity Method Investee

2 unchanged sentences

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 March 31, 2026, the Company had funded $ 30.0 million for its interest in Sapphiros.

As of June 30, 2026, 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.

1 unchanged sentence

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 value of the investment in Sapphiros of $ 24.9 million as of March 31, 2026 is included in the investment in equity method investee line of the Company's balance sheet.

The value of the investment in Sapphiros of $ 24.4 million as of June 30, 2026 is included in the investment in equity method investee line of the Company's balance sheet.

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 March 31, 2026 financial statements, the Company evaluated the investment in Sapphiros for impairment and concluded there was no such impairment.

In conjunction with the preparation of the Company's June 30, 2026 financial statements, the Company evaluated the investment in Sapphiros for impairment and concluded there was no such impairment.

The Company's investment in Sapphiros was valued at $ 26.0 million as of December 31, 2025.

2 unchanged sentences

The loan plus interest is due in December 2026.

During the year ended December 31, 2025, the Company entered into an agreement with Sapphiros to develop certain products for Sapphiros.

A total of $ 0.1 million of revenue was recognized from this agreement for the three months ended March 31, 2026.

No equivalent amount was recognized for the three months ended March 31, 2025.

During the year ended December 31, 2025, the Company entered into an agreement with Sapphiros to assist in the development of certain products for Sapphiros.

A total of $ 0.1 million and $ 0.2 million of products and services revenue was recognized from this agreement for the for the three and six months ended June 30, 2026.

No equivalent amounts were recognized for the three and six months ended June 30, 2025.

Uncertain Tax Positions

3 unchanged sentences

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 $ 0.2 million and $( 0.4 ) million for the three months ended March 31, 2026 and 2025, respectively.

Net foreign exchange losses resulting from foreign currency transactions that are included in other income in the Company's consolidated statements of operations were $ 0.1 million and $ 0.9 million for the three months ended June 30, 2026 and 2025, respectively.

Net foreign exchange gains (losses) resulting from foreign currency transactions for the six months ended June 30, 2026 and 2025 were $ 0.1 million and $( 1.3 ) million respectively.

Accumulated Other Comprehensive Loss

3 unchanged sentences

Other comprehensive loss ( 3,493 ) ( 3,493 )

Balance at March 31, 2026 $ ( 20,037 ) $ ( 20,037 )

Balance at June 30, 2026 $ ( 21,897 ) $ ( 21,897 )

Recent Accounting Pronouncements

33 unchanged sentences

Management is evaluating the impact on the Company's consolidated financial statements.

March 31, December 31,

June 30, December 31,

Raw materials $ 15,781 $ 14,831

4 unchanged sentences

PROPERTY, PLANT, AND EQUIPMENT, NET:

March 31, December 31,

June 30, December 31,

Land $ 1,118 $ 1,118

8 unchanged sentences

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES:

March 31, December 31,

June 30, December 31,

Payroll and related benefits $ 8,140 $ 5,255

7 unchanged sentences

As of March 31, 2026 the Company had paid the full $ 1.7 million related to the reduction in workforce.

No additional charges were incurred during the three months ended March 31, 2026.

This reduction in workforce was completed by March 31, 2026.

This reduction in workforce was completed by March 31, 2026 and no additional charges were incurred during the six months ended June 30, 2026.

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.

During the third quarter of 2024, the Company executed a reduction in workforce 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.

As of March 31, 2026, the Company had $ 0.1 million accrued and had paid $ 1.1 million related to the reduction in workforce.

The Company expects this reduction in workforce to be completed by September 2026.

As of June 30, 2026, the Company had $ 0.1 million accrued and had paid $ 1.2 million related to this reduction in workforce.

No additional charges were incurred during the six months ended June 30, 2026.

The Company expects this reduction in workforce to be completed by October 2026.

Q1 2026 Reduction in Workforce

1 unchanged sentence

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

For the Three Months Ended March 31,

For the Six Months Ended June 30,

Cost of products and services sold $ 65

2 unchanged sentences

General and administrative 680

As of March 31, 2026, the Company had $ 1.0 million accrued and had paid $ 0.2 million related to the reduction in workforce.

As of June 30, 2026, the Company had $ 0.5 million accrued and had paid $ 0.8 million related to the reduction in workforce.

No additional charges were incurred during the six months ended June 30, 2026.

The Company expects this reduction in workforce to be completed by February 2027.

1 unchanged sentence

The following table represents total net revenues by product line:

For the Three Months Ended March 31,

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

2026 2025 2026 2025

HIV $ 14,170 $ 14,398 $ 27,189 $ 27,298

Sample Management Solutions (1)

9,875 9,855 18,933 18,965

HCV 3,393 4,126 6,056 8,459

Other product and services revenues (2)

2,285 994 3,903 1,767

Risk Assessment Testing (4)

— 446 — 1,866

Net product and services revenues $ 29,724 $ 29,847 $ 56,100 $ 58,844

Non-product and services revenues (5)

915 1,395 2,464 2,329

Net revenues $ 30,639 $ 31,242 $ 58,564 $ 61,173

6 unchanged sentences

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

For the Three Months Ended March 31,

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

2026 2025 2026 2025

United States $ 20,235 $ 19,852 $ 38,907 $ 40,187

5 unchanged sentences

The following table represents customer concentration risk:

For the Three Months Ended March 31,

Net Revenues 2026 2025

Commercial customer 12 % N/A

March 31, December 31,

June 30, December 31,

Accounts Receivable 2026 2025

1 unchanged sentence

Commercial customer (1)

(1) Each commercial customer is different.

(1) Each commercial customer is a different international distributor.

Vendor Concentrations.

5 unchanged sentences

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

Deferred revenue as of March 31, 2026 and December 31, 2025 was comprised of customer prepayments of $ 0.9 million and $ 1.2 million, respectively.

Deferred revenue as of June 30, 2026 and December 31, 2025 was comprised of customer prepayments of $ 0.9 million and $ 1.2 million, respectively.

Deferred revenue as of December 31, 2025 was also comprised of $ 0.4 million of unearned grant income.

The Company had no unearned grant income in deferred revenue as of March 31, 2026.

The Company had no unearned grant income in deferred revenue as of June 30, 2026.

The following table represents deferred revenue recognized:

For the Three Months Ended March 31,

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

Deferred Revenue Recognized 2026 2025 2026 2025

1 unchanged sentence

INCOME TAXES:

The components of the income tax benefit are as follows:

For the Three Months Ended March 31,

The components of the income tax expense (benefit) are as follows:

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

2026 2025 2026 2025

Federal income tax expense $ 3 $ 157 $ 7 $ 165

State income tax expense 26 2,394 54 2,403

Foreign income tax benefit ( 463 ) ( 473 )

Foreign income tax expense (benefit) 26 ( 551 ) ( 438 ) ( 1,024 )

$ 55 $ 2,000 $ ( 377 ) $ 1,544

During the three months ended March 31, 2026 and 2025, the Company recorded income tax benefit of $ 0.4 million and $ 0.5 million, respectively.

The three months ended March 31, 2026 and 2025 net tax benefits are due to having a U.S.

and foreign pretax loss in 2026 and 2025, respectively.

During the three months ended March 31, 2026 and 2025, the Company had an effective tax rate of 2.0 % and 2.9 %, respectively.

The decrease in the Company's effective tax rate was primarily due to an increase in the valuation allowance associated with the Company's U.S.

During the three months ended June 30, 2026 and 2025, the Company recorded income tax expense of $ 0.1 million and $ 2.0 million, respectively.

During the six months ended June 30, 2026 and 2025, the Company recorded an income tax benefit of $ 0.4 million and income tax expense of $ 1.5 million, respectively.

The higher federal and state income tax expense in 2025 is largely due to recording an uncertain tax position for certain tax matters, including penalties and interest.

During the three and six months ended June 30, 2026, the Company had an effective tax rate of 0.8 % and 2.5 %, respectively.

During the three and six months ended June 30, 2025, the Company had an effective tax rate of ( 11.8 )% and ( 4.7 )%, respectively.

The increase in the Company's tax rate was primarily due to the recording of the uncertain tax position in 2025 and projected break-even results in foreign operations in 2026 versus projected losses in 2025.

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.

1 unchanged sentence

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

deferred tax assets as of March 31, 2026 and December 31, 2025.

Uncertain tax positions were approximately $ 2.0 million as of March 31, 2026 and December 31, 2025.

deferred tax assets as of June 30, 2026 and December 31, 2025.

Uncertain tax positions were approximately $ 2.0 million as of June 30, 2026 and December 31, 2025.

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

1 unchanged sentence

Due to various factors, including the inherent complexities and uncertainties of the judicial, administrative, and regulatory processes in certain jurisdictions, the timing of the resolution of income tax controversies is highly uncertain, and the amounts ultimately paid, if any, upon resolution of the issues raised by the taxing authorities may differ from the amounts accrued.

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

LOSS PER SHARE:

Any assessments or settlements could result in changes to the Company's contingencies related to positions on prior years’ tax filings.

EARNINGS (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 anti-dilutive.

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 March 31, 2026 and 2025, outstanding common stock options, unvested restricted stock, and unvested performance stock units representing 746 shares and 689 shares, respectively, were excluded from the computation of diluted loss per share.

For the three months ended June 30, 2026, outstanding common stock options, unvested restricted stock, and unvested performance stock units representing 4,108 shares were excluded from the computation of diluted earnings per share as their inclusion would have been anti-dilutive.

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

For the six months ended June 30, 2026 and 2025, outstanding common stock options, unvested restricted stock, and unvested performance stock units representing 913 shares and 618 shares, respectively, were excluded from the computation of diluted loss per share.

STOCKHOLDERS' EQUITY:

1 unchanged sentence

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 three months ended March 31, 2026.

The Company did not repurchase any shares of the Company's common stock under the Repurchase Program during the three months ended March 31, 2025.

The reconciliation of the changes in stockholders' equity for the three months ended March 31, 2026 and 2025 is as follows:

The Company repurchased 0.6 million and 1.8 million shares of its common stock under the Repurchase Program during the three months ended June 30, 2026 and 2025.

The Company repurchased 2.4 million and 1.8 million shares of its common stock under the Repurchase Program during the six months ended June 30, 2026 and 2025.

The reconciliation of the changes in stockholders' equity for the three and six months ended June 30, 2026 and 2025 is as follows:

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

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Balance at March 31, 2026 69,397 $ — $ 527,900 $ ( 20,037 ) $ ( 194,539 ) $ 313,324

Vesting of restricted stock and performance stock units 291 — — — — —

Purchase and retirement of common shares in satisfaction of minimum tax withholdings for vested restricted stock and performance stock units ( 73 ) — ( 223 ) — — ( 223 )

Stock-based compensation — — 2,287 — — 2,287

Shares repurchased and retired in connection with share repurchase program ( 647 ) — ( 2,000 ) — — ( 2,000 )

Net income — — — — 6,249 6,249

Currency translation adjustments — — — ( 1,860 ) — ( 1,860 )

Balance at June 30, 2026 68,968 $ — $ 527,964 $ ( 21,897 ) $ ( 188,290 ) $ 317,777

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

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Balance at March 31, 2025 75,114 $ — $ 539,875 $ ( 24,122 ) $ ( 119,471 ) $ 396,282

Vesting of restricted stock and performance stock units 713 — — — — —

Purchase and retirement of common shares in satisfaction of minimum tax withholdings for vested restricted stock and performance stock units ( 271 ) — ( 784 ) — — ( 784 )

Stock-based compensation — — 3,165 — — 3,165

Shares repurchased and retired in connection with share repurchase program ( 1,821 ) ( 5,000 ) — — ( 5,000 )

Net loss — — — — ( 19,693 ) ( 19,693 )

Currency translation adjustments — — — 6,751 — 6,751

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

BUSINESS SEGMENT INFORMATION:

12 unchanged sentences

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

March 31, December 31,

June 30, December 31,

United States $ 36,548 $ 36,254

3 unchanged sentences

$ 49,848 $ 51,321

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

For the Three Months Ended March 31,

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,

2026 2025 2026 2025

Net revenues $ 30,639 $ 31,242 $ 58,564 $ 61,173

3 unchanged sentences

Research and development (2)

9,437 11,401 23,091 21,004

Sales and marketing (2)

6,604 6,375 13,374 13,234

General and administrative (2)

2 unchanged sentences

Gain on sale of assets ( 20 ) — ( 20 ) ( 993 )

Operating loss ( 23,269 ) ( 17,750 )

Operating income (loss) 5,440 ( 18,026 ) ( 17,829 ) ( 35,776 )

Other income (expense) 235 — 404 ( 16 )

1 unchanged sentence

Other segment items (1)

Loss before income taxes and equity investment ( 21,721 ) ( 15,972 )

Income tax benefit ( 432 ) ( 456 )

( 63 ) ( 938 ) 96 ( 1,299 )

Income (loss) before income taxes and equity investment 6,817 ( 16,891 ) ( 14,904 ) ( 32,863 )

Income tax expense (benefit) 55 2,000 ( 377 ) 1,544

Loss on equity investment ( 513 ) ( 802 ) ( 1,601 ) ( 1,326 )

Net loss $ ( 22,377 ) $ ( 16,040 )

Net income (loss) $ 6,249 $ ( 19,693 ) $ ( 16,128 ) $ ( 35,733 )

(1) Includes interest expense and foreign currency gains (losses).

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

For the Three Months Ended March 31,

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

2026 2025 2026 2025

Stock-based Compensation

4 unchanged sentences

$ 2,287 $ 3,165 $ 5,055 $ 5,852

For the Three Months Ended March 31,

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

2026 2025 2026 2025

Depreciation & Amortization

43 unchanged sentences

The fair value of the earnout contingent consideration was determined using the Monte Carlo simulation model, which required judgment in estimating expected revenue, volatility, expected discount rate and risk-free interest rate.

Goodwill is calculated as the difference between the acquisition date fair value of the consideration transferred and the fair value of the net assets acquired, and represents the future economic benefits that we expect to achieve as a result of the acquisition.

Goodwill is calculated as the difference between the acquisition date fair value of the consideration transferred and the fair value of the net assets acquired, and represents the future economic benefits that the Company expects to achieve as a result of the acquisition.

The Company believes the goodwill related to the acquisition was a result of BioMedomics providing a product that will enable the Company to leverage the product with existing and new customers.

3 unchanged sentences

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 determination of the estimated fair values of all assets acquired was completed as of June 30, 2026.

Revenues from BioMedomics consist of sales from the SickleSCAN ® test.

7 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, 2025.

For the Three Months Ended March 31,

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

Net revenues $ 31,491 $ 61,695

$ ( 52,784 ) $ ( 35,771 )

CONTINGENCIES:

10 unchanged sentences

Young filed a Motion to Dismiss the claims against her, which was denied by the court on February 4, 2025.

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

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

On February 11, 2026, the Court issued an order scheduling trial for January 17, 2027.

The case is currently in the discovery phase.

SUBSEQUENT EVENTS:

In December 2025, the Company submitted a 510(k) to the FDA for clearance of its rapid molecular self-test for CT/NG.

Following constructive interactions with the FDA, the Company is updating its submission plan for the CT/NG Test on the Sherlock platform to incorporate feedback received from the agency.

As part of this process, in July 2026, the Company elected to withdraw its current submission and plans to pursue a future submission based on a new clinical trial.

Due to the withdrawal, the Company has concluded that it will not obtain FDA clearance by December 31, 2026 as outlined in the terms of the merger agreement.

Accordingly, the Company will not be obligated to pay the milestone contingent payments and the milestone contingent consideration liability was reduced to zero.

Furthermore, as a result of the delay in the commercialization of the CT/NG product, the royalty-based contingent consideration liability was reduced to reflect the delay in recognizing revenue from the sale of the CT/NG product.

These reductions in the contingent consideration liabilities are reflected in the change in the estimated fair value of acquisition-related contingent consideration line in the consolidated statement of operations.

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