What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2026-08-06 compared with 2026-05-08 · 51 added, 42 removed, 1082 unchanged (8% of the section changed)

24 unchanged sentences

• our ability to attract customers and increase sales of current and future products;

• our reliance on a limited number of customers for a significant portion of our revenues, including academic, research and government institutions, which may be impacted by reductions in funding or targeted cancellations of certain grants or contracts by the U.S.

• our reliance on a limited number of customers for a significant portion of our revenues, including academic, research and government institutions, which have been and may continue to be impacted by reductions in funding or targeted cancellations of certain grants or contracts by the U.S.

federal government;

16 unchanged sentences

The commercialization and sales of our current or future products may be unsuccessful or less successful than anticipated.

While we plan to continue pursuing new products and expanding into adjacent markets, we have limited experience in managing and selling multiple products and, as a result, may face challenges selling in new markets and fail to successfully carry out these initiatives, which may adversely impact our business, financial condition or results of operation.

We have made and expect to continue making substantial investments to develop new products and enhance our existing products through our acquisitions and research and development efforts.

38 unchanged sentences

Balance Sheet Components in Part II, Item 8 of our 2025 Annual Report.

Additionally, amortization of acquired intangible assets during the year ended December 31, 2025 included $ 359.3 million of accelerated amortization pertaining to the Company's change in estimate of its remaining useful life of the developed technology acquired in connection with the 2021 Omniome acquisition as described in additional detail in Note 6.

Additionally, amortization of acquired intangible assets during the year ended December 31, 2025 included $359.3 million of accelerated amortization pertaining to the Company's change in estimate of its remaining useful life of the developed technology acquired in connection with the 2021 Omniome, Inc.

acquisition as described in additional detail in Note 6.

Restructuring in Part II, Item 8 of our 2025 Annual Report.

5 unchanged sentences

We expect to continue to incur substantial losses and negative cash flow from operations for the foreseeable future.

Although we initiated expense reduction plans during the second quarter of 2024 and initiated further expense reduction plans during the first quarter of 2025, we do not expect to be profitable in 2026, and there can be no assurance that these expense reduction initiatives will be successful in helping us achieve profitability.

Although we initiated expense reduction plans during the second quarter of 2024 and the first quarter of 2025 and additional reductions in July of 2026, we do not expect to be profitable for the remainder of 2026, and there can be no assurance that these expense reduction initiatives will be successful in helping us achieve profitability.

Our net losses since inception and our expectation of incurring substantial losses and negative cash flow for the foreseeable future could:

7 unchanged sentences

In addition, inflationary pressure, including as a result of supply shortages, has adversely impacted and could continue to adversely impact our financial results, and our operating costs may increase.

For example, we have experienced and may continue to experience inflationary pressure with respect to certain components of certain of our products, including with respect to semiconductor materials, such as memory chips, due in part to accelerated demand associated with data processing and storage applications.

For example, we have experienced and expect to continue to experience inflationary pressure with respect to certain components of certain of our products, including with respect to semiconductor materials, such as memory chips, due in part to accelerated demand associated with data processing and storage applications, for the foreseeable future.

We may not fully offset these cost increases by raising prices for our products and services, which could result in downward pressure on our margins.

5 unchanged sentences

Expense reduction initiatives could be disruptive to our operations and adversely affect our results of operations and financial condition, and we may not realize some or all of the anticipated benefits of these initiatives, whether in the time frame anticipated or at all.

Our expense reduction initiatives comprise, among other things, workforce reductions, facilities downsizing and a refined pipeline of development activities.

For example, during the second quarter of 2024 we initiated plans to reduce certain of our annualized run-rate operating expenses by the end of the year, with the intent of better aligning our organizational structure and resources with our strategic initiatives, and during the first quarter of 2025 we initiated further plans to reduce certain of our annualized run-rate operating expenses by the end of the year, given persistent uncertainty surrounding academic and NIH funding, along with the introduction and impact of new or changing tariffs.

During the third quarter of 2026, we announced plans to reduce certain of our annualized run-rate operating expenses by the end of the year, with the intent of better aligning our organizational structure and resources with our strategic initiatives.

Our expense reduction initiatives comprise, among other things, workforce reductions and a refined pipeline of development activities.

Additionally, for example, during the second quarter of 2024 we initiated plans to reduce certain of our annualized run-rate operating expenses by the end of the year, with the intent of better aligning our organizational structure and resources with our strategic initiatives, and during the first quarter of 2025 we initiated further plans to reduce certain of our annualized run-rate operating expenses by the end of the year, given persistent uncertainty surrounding academic and NIH funding, along with the introduction and impact of new or changing tariffs.

The implementation of these expense reduction initiatives, including the impact of workforce reductions, could impair our ability to invest in developing, marketing and selling new and existing products, be disruptive to our operations, make it difficult to attract or retain employees, result in higher than anticipated charges, divert the attention of management, result in a loss of accumulated knowledge, impact our customer and supplier relationships, and otherwise adversely affect our results of operations and financial condition.

In addition, our ability to complete our expense reduction initiatives and achieve the anticipated benefits within the expected time frame is subject to estimates and assumptions and may vary

In addition, our ability to complete our expense

Q2 Fiscal 2026 Form 10-Q

materially from our expectations, including as a result of factors that are beyond our control.

reduction initiatives and achieve the anticipated benefits within the expected time frame is subject to estimates and assumptions and may vary materially from our expectations, including as a result of factors that are beyond our control.

Furthermore, our efforts to stabilize our business may not be successful.

3 unchanged sentences

We have incurred significant debt, and we may incur additional debt in the future.

As of March 31, 2026, we had outstanding approximately $200.0 million aggregate principal amount of our 1.50% Convertible Senior Notes due 2029 (the “2029 Notes”) and $441.0 million aggregate principal amount of our 1.375% Convertible Senior Notes due 2030 (the “2030 Notes” and together with the 2029 Notes, the “Notes”).

As of June 30, 2026, we had outstanding approximately $200.0 million aggregate principal amount of our 1.50% Convertible Senior Notes due 2029 (the “2029 Notes”) and $441.0 million aggregate principal amount of our 1.375% Convertible Senior Notes due 2030 (the “2030 Notes” and together with the 2029 Notes, the “Notes”).

As discussed in Note 4.

17 unchanged sentences

On January 30, 2026, we completed a disposition of assets to Buyer in accordance with the terms of the Asset Purchase Agreement, pursuant to which, among other matters, Buyer acquired certain intellectual property and other assets related to our short-read DNA sequencing technology and related clustering, sequencing reagent, and detection technologies.

Pursuant to the Asset Purchase Agreement, we have retained certain liabilities arising from our short-read DNA sequencing technology and related clustering, sequencing reagent, and detection technologies as they existed

Q2 Fiscal 2026 Form 10-Q

prior to the closing of the Asset Sale.

While we are not aware of any such liabilities that may be material and have adequately accrued for these liabilities, there can be no assurances that additional expenditures will not be incurred in resolving these liabilities, which may have a material adverse effect on our business, operations, financial condition, operations and prospects.

We have made acquisitions and, in the future, may continue to acquire businesses, technologies or assets, form joint ventures or make other strategic investments with companies that could adversely affect our operating results, dilute our stockholders’ ownership, or cause us to incur debt or significant expense.

23 unchanged sentences

Additional funds may not be available on terms that are favorable to us, or at all.

If we fail to address the foregoing risks or other problems encountered in connection with past or future acquisitions of businesses, new technologies, services, and other assets and strategic investments, or if we fail to successfully integrate such acquisitions or investments, our business, financial condition, and results of operations could be adversely affected, including potential impairments of goodwill and intangible assets.

Q2 Fiscal 2026 Form 10-Q

to successfully integrate such acquisitions or investments, our business, financial condition, and results of operations could be adversely affected, including potential impairments of goodwill and intangible assets.

If we are unable to successfully develop and timely manufacture our current and future products, our business may be adversely affected.

6 unchanged sentences

The performance of our consumables is critical to our customers’ successful utilization of our products, and any defects or performance issues with our consumables would adversely affect our business.

All of the foregoing could have a material adverse effect on our ability to sell our products or result in other material adverse effects on our business, operations, financial condition, operations and prospects.

The development of our products is complex and costly.

36 unchanged sentences

Significant changes to our leadership team and the resulting management transitions might harm our future operating results.

We have in recent years experienced significant changes to our leadership team, and although we believe these leadership transitions are in the best interest of our stakeholders, these transitions may result in the loss of personnel with deep institutional or technical knowledge.

We have in recent years experienced significant chan ges to our leadership team.

On July 30, 2026, our Board of Directors appointed Mark Van Oene as our President and Chief Executive Officer and as a member of our Board of Directors, effective August 5, 2026.

Van Oene succeeds Christian Henry, who stepped down as our President and Chief Executive Officer, effective August 5, 2026.

Henry will continue to serve on our Board of Directors.

Although we believe these leadership transitions are in t he best interest of our stakeholders, these transitions may result in the loss of personnel with deep institutional or technical knowledge.

Further, the transition could potentially disrupt our operations and relationships with employees, suppliers, partners, and customers due to added costs, operational inefficiencies, decreased employee morale and productivity and increased turnover.

14 unchanged sentences

We also compete for qualified sales personnel to support the commercialization of our existing and new products.

Workforce reductions, such as the workforce reduction we implemented in 2024 and 2025, and other expense reduction efforts may be negatively received by potential or current employees, and accordingly result in attrition or difficulty in recruiting desirable candidates.

Workforce reductions, such as the workforce reduction we implemented during the third quarter of 2026 and the workforce reductions we implemented in 2024 and 2025, and other expense reduction efforts may be negatively received by potential or current employees, and accordingly result in attrition or difficulty in recruiting desirable candidates.

Additionally, we may face challenges in retaining and recruiting key personnel due to sustained declines in our stock price that could reduce the retentive value of stock options, restricted stock units and other equity awards we issue as compensation.

2 unchanged sentences

The loss of qualified employees, or an inability to attract, retain, and motivate employees, could prevent us from pursuing collaborations and materially and adversely affect our support of existing products, product development and launches, business growth prospects, results of operations and financial condition.

Q2 Fiscal 2026 Form 10-Q

Further, changes to U.S.

3 unchanged sentences

If some of our employees’ temporary work permits expire and are not renewed, we may face increased turnover rates and labor shortages, which could result in higher labor costs.

Q1 Fiscal 2026 Form 10-Q

If one or more of our senior executives or other key personnel were unable or unwilling to continue in their present positions, we may not be able to replace them easily or at all, and other senior management may be required to divert attention from other aspects of the business.

21 unchanged sentences

We need to continue to expand and update our internal capabilities or to collaborate with other partners, or both, in order to successfully expand sales of our products in the applications that we seek to reach, which we may be unable to do at the scale required to support our business.

If the demand for our products grows slower than anticipated, if we are unable to successfully scale or otherwise ensure sufficient manufacturing capacity for new products to meet demand, if we are not able to successfully market and sell our products, if competitors develop better or more cost-effective products, if our product launches and commercialization are not successful, or if we are unable to further grow our customer base or do not realize the growth with existing customers that we are expecting, our current and future sales and revenue may be materially and adversely harmed, our gross margins and operating results may decline, our

Q2 Fiscal 2026 Form 10-Q

cash flows and liquidity may be negatively impacted, our long-term growth strategy may not be realized, and our business may not succeed.

successfully market and sell our products, if competitors develop better or more cost-effective products, if our product launches and commercialization are not successful, or if we are unable to further grow our customer base or do not realize the growth with existing customers that we are expecting, our current and future sales and revenue may be materially and adversely harmed, our gross margins and operating results may decline, our cash flows and liquidity may be negatively impacted, our long-term growth strategy may not be realized, and our business may not succeed.

We rely on other companies for the manufacture of certain of our products, components and sub-assemblies and intend to outsource additional sub-assemblies in the future, some of which are sole sources.

126 unchanged sentences

Current and potential customers for our current or future products include academic and government institutions, genome centers, medical research institutions, clinical laboratories, pharmaceutical, agricultural, biotechnology, diagnostic and chemical companies.

Their spending budgets can have a significant effect on the demand for our products.

Their spending budgets have had and may continue to have a significant effect on the demand for our products.

Spending budgets are based on a wide variety of factors, including the allocation of available resources to make purchases, funding from government sources which is highly uncertain and subject to change, including the persistent uncertainty surrounding NIH and academic funding, the spending priorities among various types of research equipment, policies regarding capital expenditures during economically uncertain periods and the potential impacts from health epidemics or pandemics.

40 unchanged sentences

Any such changes could directly and adversely impact our financial results and results of operations.

For more information, see “— E nhanced trade tariffs, import restrictions, export restrictions , or other trade barriers may materially harm our business .”

For more information, see “— Enhanced trade tariffs, import restrictions, export restrictions, or other trade barriers may materially harm our business .”

Other risks could include:

288 unchanged sentences

government may decide to levy additional tariffs on products under these authorities.

For example, the U.S.

Trade Representative in June 2026 proposed a new Section 301 tariff of 10 to 12.5% for virtually all of the largest U.S.

trading partners, premised on a finding that those countries’ enforcement with respect to the use of forced labor is inadequate, which could in the future be implemented by the U.S.

Although, the Supreme Court ruled against President Trump’s use of IEEPA to impose tariffs on global trade partners, the full impact of this decision on previous tariffs that we have paid —including the availability and timing of possible refunds for these amounts—is not yet clear.

27 unchanged sentences

This self-disclosure was closed out by BIS in September 2025 without penalties with a warning letter.

There is currently significant uncertainty about the future relationship between the U.S.

and various other countries, most significantly China, with respect to trade restrictions, treaties, foreign investment laws, data

Q2 Fiscal 2026 Form 10-Q

transfer restrictions, and other limitations on cross-border operations.

There is currently significant uncertainty about the future relationship between the U.S.

and various other countries, most significantly China, with respect to trade restrictions, treaties, foreign investment laws, data transfer restrictions, and other limitations on cross-border operations.

government has made and continues to make significant additional changes in U.S.

28 unchanged sentences

• export requirements and import or trade restrictions;

Q2 Fiscal 2026 Form 10-Q

• laws and business practices favoring local companies;

• restrictions on both inbound and outbound cross-border investment;

Q1 Fiscal 2026 Form 10-Q

• foreign currency exchange, longer payment cycles and difficulties in enforcing agreements and collecting receivables through certain foreign legal systems;

20 unchanged sentences

Governmental authorities could, for safety, social or other purposes, call for limits on or regulation of the use of genetic testing, and may consider or adopt such regulations or other restrictions.

Such concerns or governmental restrictions could limit the use of our products or be costly and burdensome to comply with, and actual or perceived violations of any such restrictions may lead to the imposition of substantial fines and penalties, remediation costs, claims and litigation, regulatory investigations and proceedings, and other liability, any of which could have a material adverse effect on our business, financial condition, and results of operations.

Q2 Fiscal 2026 Form 10-Q

any of which could have a material adverse effect on our business, financial condition, and results of operations.

Regulations related to conflict minerals has caused us to incur, and will continue to cause us to incur, additional expenses and could limit the supply and increase the costs of certain materials used in the manufacture of our products.

25 unchanged sentences

• reports, guidance and ratings issued by securities or industry analysts;

• operating results below the expectations of securities analysts or investors;

Q2 Fiscal 2026 Form 10-Q

• operating results below the expectations of securities analysts or investors;

• general economic and market conditions, which could be impacted by various events including health epidemics or pandemics, interest rate fluctuations, increases in fuel prices, foreign currency fluctuations, changing international trade policies, acts of terrorism, hostilities or the perception that hostilities may be imminent, and military conflict and acts of war.

If any of the forgoing occurs, it would cause our stock price or trading volume to decline.

If any of the foregoing occurs, it would cause our stock price or trading volume to decline.

Stock markets in general and the market for companies in our industry in particular have experienced price and volume fluctuations;

21 unchanged sentences

• require that any action to be taken by our stockholders be effected at a duly called annual or special meeting and not by written consent;

• specify that special meetings of our stockholders can be called only by our board of directors, the Chair of the Board, the Chief Executive Officer or the President;

Q2 Fiscal 2026 Form 10-Q

• specify that special meetings of our stockholders can be called only by our board of directors, the Chair of the Board, the Chief Executive Officer or the President;

• establish advance notice procedures for stockholder approvals to be brought before an annual meeting of our stockholders, including proposed nominations of persons for election to our board of directors;

11 unchanged sentences

To prevent having to litigate claims in multiple jurisdictions and the threat of inconsistent or contrary rulings by different courts, among other considerations, our amended and restated bylaws also provide that, unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States of America will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act including, without limitation and for the avoidance of doubt, any auditor, underwriter, expert, control person or other defendant.

Q2 Fiscal 2026 Form 10-Q

Any person or entity purchasing, holding or otherwise acquiring any interest in any of our securities shall be deemed to have notice of and consented to the foregoing bylaw provisions.

3 unchanged sentences

Further, in the event a court finds either exclusive forum provision contained in our bylaws to be unenforceable or inapplicable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our results of operations.

Q1 Fiscal 2026 Form 10-Q

Our large number of authorized but unissued shares of common stock may potentially dilute existing stockholders’ stockholdings.

8 unchanged sentences

We may not have the ability to raise the funds necessary to settle conversions of the Notes in cash or to repurchase the Notes upon a fundamental change, and our future debt may contain limitations on our ability to pay cash upon conversion or repurchase of the Notes.

As of March 31, 2026, we had outstanding approximately $200.0 million aggregate principal amount of our 2029 Notes and $441.0 million aggregate principal amount of our 2030 Notes.

As of June 30, 2026, we had outstanding approximately $200.0 million aggregate principal amount of our 2029 Notes and $441.0 million aggregate principal amount of our 2030 Notes.

The 2029 Notes will mature on August 15, 2029, subject to earlier conversion, redemption or repurchase, including upon a fundamental change.

5 unchanged sentences

However, we may not have enough available cash or be able to obtain financing at the time we are required to make repurchases of Notes surrendered therefor or pay cash with respect to Notes being converted or at their maturity.

Q2 Fiscal 2026 Form 10-Q

In addition, our ability to repurchase the Notes or to pay cash upon conversions of Notes or at the applicable maturity may be limited by law, regulatory authority or agreements governing our future indebtedness.

5 unchanged sentences

On November 21, 2024, in connection with the issuance of the 2029 Notes, the Company and SB Northstar LP (“SBN”) entered into a letter agreement (the “Letter Agreement”) pursuant to which the Company and SBN agreed that, for so long as SBN and its affiliates hold at least $180 million aggregate principal amount of the 2029 Notes, the Company and its subsidiaries are subject to certain negative covenants that restrict the Company’s and its subsidiaries’ ability to incur additional indebtedness and create liens, in each case, subject to the exceptions set forth in the Letter Agreement, including exceptions which permit the Company to incur up to $75 million in aggregate principal amount of secured indebtedness pursuant to Credit Facilities (as defined in the Letter Agreement).

Q1 Fiscal 2026 Form 10-Q

Additionally, the Letter Agreement restricts the ability of the Company and its subsidiaries from guaranteeing any indebtedness or incurring certain indebtedness outside of the ordinary course of business unless, in each case, the Company and its subsidiaries concurrently provide a guarantee of the Company’s obligations under the 2029 Notes.

1 unchanged sentence

A breach of any of the covenants under the Letter Agreement could result in an event of default under the 2029 Notes.

As of March 31, 2026, we were in compliance with all covenants under the Letter Agreement.

As of June 30, 2026, we were in compliance with all covenants under the Letter Agreement.

However, if an event of default occurs, SBN could accelerate our obligations under the 2029 Notes.

5 unchanged sentences

The existence of the Notes may encourage short selling by market participants because the conversion of the Notes could depress the price of our common stock.

Q2 Fiscal 2026 Form 10-Q

General Risk Factors

8 unchanged sentences

For more information on impairment considerations, see “ — The commercialization and sales of our current or future products may be unsuccessful or less successful than anticipated.

Delivery of our products could be delayed or disrupted by factors beyond our control, and we could lose customers as a result.

4 unchanged sentences

The failure to deliver our products in a safe and timely manner may harm our relationship with our customers, increase our costs and otherwise disrupt our operations.

Q1 Fiscal 2026 Form 10-Q

Doing business internationally creates operational and financial risks for our business.

10 unchanged sentences

• challenges with defending against intellectual property claims in other countries;

Q2 Fiscal 2026 Form 10-Q

• restrictions on both inbound and outbound cross-border investment, including enhanced oversight by the Committee on Foreign Investment in the United States (“CFIUS”) and substantial restrictions on investment from China;

14 unchanged sentences

General Data Protection Regulation.

Q1 Fiscal 2026 Form 10-Q

In conducting our international operations, we are subject to U.S.

10 unchanged sentences

If the current global economic environment deteriorates, our business could be negatively affected.

Q2 Fiscal 2026 Form 10-Q

Moreover, changes in the value of the relevant currencies may affect the cost of certain items required in our operations.

19 unchanged sentences

Pursuant to Section 404 of the Sarbanes-Oxley Act, we perform periodic evaluations of our internal control over financial reporting.

While we have in the past performed this evaluation and concluded that our internal control over financial reporting was operating effectively, there can be no assurance that in the future material

Q1 Fiscal 2026 Form 10-Q

weaknesses or significant deficiencies will not exist or otherwise be discovered.

While we have in the past performed this evaluation and concluded that our internal control over financial reporting was operating effectively, there can be no assurance that in the future material weaknesses or significant deficiencies will not exist or otherwise be discovered.

In addition, if we are unable to produce accurate financial statements on a timely basis, investors could lose confidence in the reliability of our financial statements, which could cause the market price of our common stock to decline and make it more difficult for us to finance our operations and growth.

4 unchanged sentences

federal government of certain grants or contracts may significantly impact the markets in which we compete.

Q2 Fiscal 2026 Form 10-Q

There is significant ongoing uncertainty with respect to potential legislation, regulation and government policy at the federal level, as well as the state and local levels.

2 unchanged sentences

government funding has posed, and may continue to pose, a risk as customers may choose to postpone or reduce spending in response to actual or anticipated restraints on funding.

To the extent changes in the political environment have a negative impact on us or on our markets, our business, results of operation and financial condition could be materially and adversely impacted in the future.

To the extent changes in the political environment have a negative impact on us or on our markets, our business, results of operations and financial condition could be materially and adversely impacted in the future.

Disruption of critical information technology systems or material breaches in the security of our systems could harm our business, customer relations and financial condition.

85 unchanged sentences

If we fail to adopt ESG standards or practices as quickly as stakeholders desire, report on our ESG efforts or practices accurately, or satisfy the expectations of stakeholders, or comply with applicable regulatory requirements, our reputation, business, financial performance, and growth may be adversely impacted.

Q2 Fiscal 2026 Form 10-Q

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

2 unchanged sentences

Not applicable.

Q1 Fiscal 2026 Form 10-Q

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 1A. Risk Factors