Precipio, Inc. 10-K

Item 8. Financial Statements and Supplementary Data Report of Independent Registered Public Accounting Firm ​ To the Stockholders and Board of Directors of Precipio, Inc. ​ Opinion on the Financial Statements ​ We have audited the accompanying consolidated balance sheet of Precipio, Inc. (the “Company”) as of December 31, 2025, the related consolidated statements of operations , stockholders’ equity and cash flows for the year ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, based on our audit, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. ​ Explanatory Paragraph – Going Concern ​ The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 1, the Company has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. ​ Basis for Opinion ​ These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. ​ We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. ​ Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. ​ 62 Table of Contents Critical Audit Matters ​ The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. ​ Assessment of the estimation for collections over diagnostic testing for which revenue is recognized. ​ Description of Matter As described in Note 2 to the financial statements, the Company records its service revenues from diagnostic testing net of contractual and collection allowances that are estimated based on historical trends and anticipated reimbursement from third party payers. As of December 31, 2025, the Company recognized gross revenue of approximately $53.5 million along with contractual allowances of approximately $29.2 million and collection allowances of approximately $0.2 million. The net revenue figure of approximately $24.0 million is recorded as net sales on the consolidated statements of operations. ​ The principal considerations for our determination that performing procedures over revenue recognition relating to the service revenue is a critical audit matter are based on the significant judgments by management in estimating the amount to be recognized as revenue as well as the effort and complexity in assessing audit evidence in performing procedures to evaluate the amount recognized. The calculation involves estimating adjustments to gross revenue based upon sales mix and third-party contractual terms,such as Medicare rates or variations of Medicare rates. ​ How We Addressed the Matter We obtained an understanding of the design of controls in place over the Company’s process to calculate the various allowances. Our audit procedures included the evaluation of significant inputs through the evaluation of the Company's retrospective analysis of allowances as compared to actual payments received, evaluation of estimates based on historical collections by payer, and performance of analytical procedures and sensitivity analyses over the Company’s significant inputs to assess the Company’s ability to accurately estimate the allowances. We also tested the underlying data used in management’s calculations for accuracy and completeness, which included detail testing of the service revenue. ​ ​ ​ ​ /s/ CBIZ CPAs P.C. ​ CBIZ CPAs P.C. ​ We have served as the Company’s auditor since 2016 (such date takes into account the acquisition of the attest business of Marcum llp by CBIZ CPAs P.C. effective November 1, 2024). ​ New Haven, CT March 30, 2026 63 Table of Contents Report of Independent Registered Public Accounting Firm ​ To the Shareholders and Board of Directors of Precipio, Inc. ​ Opinion on the Financial Statements ​ We have audited the accompanying consolidated balance sheet of Precipio, Inc. (the “Company”) as of December 31, 2024, the related consolidated statements of operations, stockholders’ equity and cash flows for the year ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the year ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America. ​ Explanatory Paragraph – Going Concern ​ The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 1, the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. ​ Basis for Opinion ​ These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. ​ We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. ​ Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. ​ ​ ​ 64 Table of Contents ​ ​ Marcum LLP ​ We served as the Company’s auditor from 2016 through 2025. ​ New Haven, CT March 27, 2025, except for Note 9, as to which the date is March 30, 2026 ​ 65 Table of Contents PRECIPIO, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS December 31, 2025 and 2024 (Dollars in thousands, except share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ASSETS ​ ​ ​ ​ ​ ​ CURRENT ASSETS: ​ ​ ​ ​ ​ ​ Cash ​ $ 2,651 ​ $ 1,389 Accounts receivable (net of allowance for credit losses of $ 1,045 and $ 995 , respectively) ​ 1,984 ​ ​ 799 Inventories ​ 935 ​ ​ 724 Other current assets ​ 469 ​ ​ 539 Total current assets ​ 6,039 ​ ​ 3,451 ​ ​ ​ ​ ​ ​ ​ PROPERTY AND EQUIPMENT, NET ​ 729 ​ ​ 719 ​ ​ ​ ​ ​ ​ ​ OTHER ASSETS: ​ ​ ​ ​ ​ ​ Finance lease right-of-use assets, net ​ ​ 998 ​ ​ 517 Operating lease right-of-use assets, net ​ ​ 2,565 ​ ​ 395 Intangibles, net ​ 10,919 ​ ​ 11,869 Other assets ​ 67 ​ ​ 45 Total assets ​ $ 21,317 ​ $ 16,996 LIABILITIES AND STOCKHOLDERS’ EQUITY ​ ​ ​ ​ ​ ​ CURRENT LIABILITIES: ​ ​ ​ ​ ​ ​ Current maturities of long-term debt, less debt issuance costs ​ $ 30 ​ $ 297 Current maturities of finance lease liabilities ​ 209 ​ ​ 124 Current maturities of operating lease liabilities ​ 410 ​ ​ 201 Accounts payable ​ 1,131 ​ ​ 618 Accrued expenses ​ 1,690 ​ ​ 2,799 Deferred revenue ​ 282 ​ ​ 232 Total current liabilities ​ 3,752 ​ ​ 4,271 LONG TERM LIABILITIES: ​ ​ ​ ​ ​ ​ Long-term debt, less current maturities and debt issuance costs ​ 47 ​ ​ 77 Finance lease liabilities, less current maturities ​ 751 ​ ​ 348 Operating lease liabilities, less current maturities ​ 2,206 ​ ​ 206 Total liabilities ​ 6,756 ​ ​ 4,902 COMMITMENTS AND CONTINGENCIES (Note 8) ​ ​ ​ ​ ​ ​ STOCKHOLDERS’ EQUITY: ​ ​ ​ ​ ​ ​ Preferred stock - $ 0.01 par value, 15,000,000 shares authorized at December 31, 2025 and December 31, 2024, 47 shares issued and outstanding at December 31, 2025 and December 31, 2024, liquidation preference of $ 135 at December 31, 2025 ​ — ​ ​ — Common stock, $ 0.01 par value, 150,000,000 shares authorized at December 31, 2025 and December 31, 2024, 1,780,899 and 1,493,639 shares issued and outstanding at December 31, 2025 and December 31, 2024, respectively ​ 18 ​ ​ 15 Additional paid-in capital ​ 117,346 ​ ​ 114,519 Accumulated deficit ​ ( 102,803 ) ​ ​ ( 102,440 ) Total stockholders’ equity ​ ​ 14,561 ​ ​ 12,094 Total liabilities and stockholders’ equity ​ $ 21,317 ​ $ 16,996 ​ ​ See notes to consolidated financial statements. ​ 66 Table of Contents PRECIPIO, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS For the Years Ended December 31, 2025 and 2024 (Dollars in thousands, except per share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 SALES: ​ ​ ​ ​ ​ Service revenue, net ​ $ 21,506 ​ $ 15,965 Product revenue ​ 2,740 ​ 2,611 Revenue, net of contractual allowances and adjustments ​ 24,246 ​ 18,576 Adjustment for allowance for credit losses ​ ( 197 ) ​ ( 44 ) Net sales ​ 24,049 ​ 18,532 COST OF SALES: ​ ​ ​ ​ Cost of service revenue ​ 12,088 ​ 9,643 Cost of product revenue ​ 1,255 ​ 1,330 Total cost of sales ​ 13,343 ​ 10,973 Gross profit ​ 10,706 ​ 7,559 OPERATING EXPENSES: ​ ​ ​ ​ Operating expenses ​ 11,908 ​ 11,775 OPERATING LOSS ​ ( 1,202 ) ​ ( 4,216 ) OTHER INCOME (EXPENSE): ​ ​ ​ ​ Interest expense, net ​ ( 73 ) ​ ( 74 ) Gain on settlement of liability ​ 143 ​ — Employee Retention Credit ​ ​ 789 ​ ​ — Other expense ​ ( 20 ) ​ — Total other income (expense) ​ 839 ​ ( 74 ) LOSS BEFORE INCOME TAXES ​ ( 363 ) ​ ( 4,290 ) INCOME TAX EXPENSE ​ – ​ — NET LOSS ​ $ ( 363 ) ​ $ ( 4,290 ) ​ ​ ​ ​ ​ ​ ​ Net loss per common share: ​ ​ ​ ​ ​ ​ BASIC AND DILUTED LOSS PER COMMON SHARE ​ $ ( 0.23 ) ​ $ ( 2.93 ) BASIC AND DILUTED WEIGHTED-AVERAGE SHARES OF COMMON STOCK OUTSTANDING ​ 1,605,080 ​ 1,465,518 ​ See notes to consolidated financial statements. ​ 67 Table of Contents PRECIPIO, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY For the Years Ended December 31, 2025 and 2024 (Dollars in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Preferred Stock ​ Common Stock ​ Additional ​ ​ ​ ​ ​ ​ ​ ​ Outstanding ​ Par ​ ​ ​ Outstanding ​ ​ ​ Par ​ Paid-in ​ Accumulated ​ Total ​ ​ ​ ​ Shares ​ ​ ​ Value ​ ​ ​ Shares ​ ​ ​ Value ​ ​ ​ Capital ​ ​ ​ Deficit ​ ​ ​ Precipio, Inc. Balance, January 1, 2024 47 ​ $ — 1,420,125 ​ $ 14 ​ $ 112,565 ​ $ ( 98,150 ) ​ $ 14,429 Net loss — ​ — — ​ — ​ — ​ ( 4,290 ) ​ ​ ( 4,290 ) Issuance of common stock in connection with at the market offering, net of issuance costs ​ — ​ ​ — ​ 11,822 ​ ​ — ​ ​ 78 ​ ​ — ​ ​ 78 Issuance of common stock for Board fees and consulting services ​ — ​ — 61,692 ​ 1 ​ 385 ​ — ​ ​ 386 Non-cash stock-based compensation in connection with stock options — ​ — — ​ — ​ 1,491 ​ — ​ ​ 1,491 Balance, December 31, 2024 47 ​ $ — 1,493,639 ​ $ 15 ​ $ 114,519 ​ $ ( 102,440 ) ​ $ 12,094 Net loss — ​ — — ​ — ​ — ​ ( 363 ) ​ ​ ( 363 ) Proceeds upon issuance of common stock from exercise of warrants ​ — ​ ​ — ​ 242,562 ​ ​ 3 ​ ​ 1,258 ​ ​ — ​ ​ 1,261 Proceeds upon issuance of common stock from exercise of stock options ​ — ​ ​ — ​ 15,279 ​ ​ — ​ ​ 119 ​ ​ — ​ ​ 119 Issuance of common stock for Board fees and consulting services — ​ — 29,419 ​ — ​ 241 ​ — ​ ​ 241 Non-cash stock-based compensation in connection with stock options — ​ — — ​ — ​ 1,209 ​ — ​ ​ 1,209 Balance, December 31, 2025 47 ​ $ — 1,780,899 ​ $ 18 ​ $ 117,346 ​ $ ( 102,803 ) ​ $ 14,561 ​ ​ ​ See notes to consolidated financial statements. ​ 68 Table of Contents PRECIPIO, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS For the Years Ended December 31, 2025 and 2024 (Dollars in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 CASH FLOWS FROM OPERATING ACTIVITIES: ​ ​ ​ ​ ​ ​ Net loss ​ $ ( 363 ) ​ $ ( 4,290 ) ​ ​ ​ ​ ​ ​ ​ Adjustments to reconcile net loss to net cash flows provided by operating activities: ​ ​ ​ ​ Depreciation and amortization ​ 1,245 ​ 1,199 Amortization of operating lease right-of-use asset ​ ​ 319 ​ ​ 217 Amortization of finance lease right-of-use asset ​ ​ 188 ​ ​ 97 Amortization of deferred financing costs, debt discounts and debt premiums ​ 3 ​ 3 Gain on settlement of liability ​ ( 143 ) ​ — Stock-based compensation ​ 1,209 ​ 1,491 Value of stock issued in payment of Board fees and consulting services ​ 241 ​ 386 Provision for credit losses ​ 177 ​ 64 Derecognition of finance lease right-of-use asset and liability ​ ​ ( 4 ) ​ ​ 2 Derecognition of operating lease right-of-use asset and liability ​ ​ ( 38 ) ​ ​ — Loss on disposal of asset ​ ​ 20 ​ ​ — Changes in operating assets and liabilities: ​ ​ ​ ​ Accounts receivable ​ ( 1,362 ) ​ 438 Inventories ​ ( 211 ) ​ ( 340 ) Other assets ​ 48 ​ 303 Accounts payable ​ 513 ​ ( 10 ) Operating lease liabilities ​ ​ ( 241 ) ​ ​ ( 218 ) Deferred revenue ​ ​ 50 ​ ​ 122 Accrued expenses ​ ( 966 ) ​ 975 Net cash provided by operating activities ​ 685 ​ 439 CASH FLOWS FROM INVESTING ACTIVITIES: ​ ​ ​ ​ Purchase of property and equipment ​ ( 326 ) ​ ( 223 ) Net cash used in investing activities ​ ( 326 ) ​ ( 223 ) CASH FLOWS FROM FINANCING ACTIVITIES: ​ ​ ​ ​ Principal payments on finance lease obligations ​ ( 157 ) ​ ( 92 ) Deposits on finance lease right-of-use assets ​ ​ ( 20 ) ​ ​ ( 28 ) Issuance of common stock, net of issuance costs ​ ​ — ​ ​ 78 Proceeds from exercise of warrants ​ 1,261 ​ — Proceeds from exercise of stock options ​ ​ 119 ​ ​ — Proceeds from debt ​ — ​ 250 Principal payments on long-term debt ​ ( 300 ) ​ ( 537 ) Net cash flows provided by (used in) financing activities ​ 903 ​ ( 329 ) NET CHANGE IN CASH ​ 1,262 ​ ( 113 ) CASH AT BEGINNING OF PERIOD ​ 1,389 ​ 1,502 CASH AT END OF PERIOD ​ $ 2,651 ​ $ 1,389 ​ ​ ​ ​ ​ ​ ​ ​ See notes to consolidated financial statements. ​ ​ 69 Table of Contents PRECIPIO, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS - continued For the Years Ended December 31, 2025 and 2024 (Dollars in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2025 ​ ​ ​ 2024 SUPPLEMENTAL CASH FLOW INFORMATION ​ ​ ​ ​ ​ ​ Cash paid during the period for interest ​ $ 100 ​ $ 85 ​ ​ ​ ​ ​ ​ ​ SUPPLEMENTAL DISCLOSURE OF CONSULTING SERVICES OR ANY OTHER NON-CASH COMMON STOCK RELATED ACTIVITY ​ ​ ​ ​ Purchases of equipment financed through accounts payable ​ ​ — ​ ​ 6 Prepaid insurance financed with loan ​ ​ — ​ ​ 317 Operating lease right-of-use assets obtained in exchange for operating lease obligations ​ ​ 2,489 ​ ​ — Finance lease right-of-use assets obtained in exchange for finance lease obligations ​ ​ 649 ​ ​ 414 ​ See notes to consolidated financial statements. ​ ​ ​ ​ ​ 70 Table of Contents PRECIPIO, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the Years Ended December 31, 2025 and 2024 1. BUSINESS DESCRIPTION Business Description. Precipio, Inc., and its subsidiaries, (collectively, “we”, “us”, “our”, the “Company” or “Precipio”) is a healthcare biotechnology company focused on improving cancer diagnostics. The Company’s objective is to enhance diagnostic accuracy and accessibility while building a sustainable business model that supports ongoing innovation . The Company can achieve this through a combination of clinical laboratory services and proprietary diagnostic product development. By integrating diagnostic services with product development, the Company’s service business doubles as a self-funded research and development (R&D) unit, enabling the Company to achieve rapid and cost-efficient innovation rather than being a major cost center of the Company. ​ This unique integrated operating structure is the foundation of the Company’s approach to research, development, and product commercialization. Unlike companies that rely primarily on stand-alone research facilities or external clinical validation programs, the Company’s clinical laboratory operations enables its R&D team to evaluate, refine, and validate diagnostic products in the course of routine clinical testing activities, and at minimal incremental cost. Through these activities, the Company generates clinical data, operational experience, and specimen access that support ongoing assay development and product improvement. While these activities are initially conducted to provide diagnostic services to patients and their healthcare providers, they also contribute to product development and validation processes. ​ Precipio has a single operating segment but operates two business divisions that are complementary to each other. The Company’s pathology services division provides specialized cancer diagnostic testing services to physicians, hospitals, and laboratories. This division generates revenue and supports the development of the Company’s expertise in oncology diagnostics. The pathology services division delivers specialized diagnostic testing focused primarily on hematologic cancers and operates a full laboratory that includes all the equipment, personnel, and work processes required to receive patient samples daily, and deliver clinical results to the physicians under the proper compliance umbrella, while also generating profitable revenue to the company. While reimbursement levels and testing volumes may vary, the Company views this division as an important foundation for both current operations and future product development. ​ The Company’s product division develops and commercializes proprietary diagnostic assay kits designed for use by clinical laboratories. These products allow the Company to expand its reach by enabling other laboratories to benefit from the diagnostic products developed by the Company, while building scalable diagnostic solutions. The Company believes this dual structure provides a unique model for R&D development of clinically applicable products, while delivering operational stability and supporting innovation and future growth. Furthermore, it provides the Company with substantial competitive advantages in terms of the economics of product development, and time to market. The products division focuses on developing proprietary diagnostic assays and kits intended for use by other clinical laboratories. These products are designed to improve testing accessibility and laboratory workflow efficiency while enabling broader market reach without requiring Precipio to perform all testing internally. Product revenues may offer greater scalability than traditional laboratory services, although adoption depends on regulatory, reimbursement, and market factors. ​ To deliver our strategy, we have structured our organization to develop diagnostic products, including our laboratory and research and development (“R&D”) facilities located in New Haven, Connecticut and Omaha, Nebraska, respectively, which house teams that collaborate on the development of new products and services. We operate clinical laboratory improvement amendment (“CLIA”) laboratories in both New Haven, Connecticut and Omaha, Nebraska where we provide essential blood cancer diagnostics to office-based oncologists in many states nationwide. To deliver on our strategy of mitigating misdiagnoses we rely heavily on our CLIA laboratories to support R&D beta-testing of the products we develop, in a clinical environment. ​ Our operating structure promotes the harnessing of our proprietary technology and genetic diagnostic expertise to bring to market our robust pipeline of innovative solutions designed to address the root causes of misdiagnoses . 71 Table of Contents Going Concern. The consolidated financial statements have been prepared using accounting principles generally accepted in the United States of America (“GAAP”) applicable for a going concern, which assume that the Company will realize its assets and discharge its liabilities in the ordinary course of business and do not include any adjustments that might result should the Company be unable to continue as a going concern. The Company has incurred substantial operating losses and has typically used cash in its operating activities for the past several years. For the year ended December 31, 2025, the Company had an operating loss of $ 1.2 million and net cash provided by operating activities of $ 0.7 million. As of December 31, 2025, the Company had an accumulated deficit of $ 102.8 million and working capital of $ 2.3 million. The Company’s ability to continue as a going concern, over the next twelve months from the date of issuance of these consolidated financial statements in this Annual Report on Form 10-K, is dependent upon a combination of achieving its business plan, including generating additional revenue and avoiding potential business disruption due to the macroeconomic environment and geopolitical instability, and raising additional financing, if needed, to meet its debt obligations and paying liabilities arising from normal business operations when they come due. There remains substantial doubt about the Company’s ability to continue as a going concern for the next twelve months from the date these consolidated financial statements were issued. There can be no assurance that the Company will be able to successfully achieve its initiatives summarized above in order to continue as a going concern over the next twelve months from the date of issuance of this Annual Report Form 10-K . The accompanying financial statements have been prepared assuming the Company will continue as a going concern over the next twelve months from the date of issuance of this Annual Report Form 10-K . 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation. The consolidated financial statements include the accounts of Precipio, Inc. and our wholly owned subsidiaries. All inter-company balances and transactions have been eliminated in consolidation. Use of Estimates. The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of net sales and expenses during the reporting period. The most significant estimates and assumptions with regard to these consolidated financial statements relate to the allowance for credit losses, assumptions used within the fair value of debt and equity transactions and contractual allowances. These assumptions require considerable judgment by management. Actual results could differ from the estimates and assumptions used in preparing these consolidated financial statements. Risks and Uncertainties. Certain risks and uncertainties are inherent in our day-to-day operations and in the process of preparing our financial statements. The more significant of those risks are presented below and throughout the notes to the consolidated financial statements. The Company operates in the healthcare industry which is subject to numerous laws and regulations of federal, state and local governments. These laws and regulations include, but are not necessarily limited to, matters such as licensure, accreditation, government healthcare program participation requirements, reimbursement for patient services, and Medicare and Medicaid fraud and abuse. Government activity has increased with respect to investigations and allegations concerning possible violations of fraud and abuse statutes and regulations by healthcare providers. Violations of these laws and regulations could result in expulsion from government healthcare programs together with the imposition of significant fines and penalties, as well as significant repayments for patient services previously billed. Management believes that the Company is in compliance with fraud and abuse regulations, as well as other applicable government laws 72 Table of Contents and regulations. While no material regulatory inquiries have been made, compliance with such laws and regulations can be subject to future government review and interpretation as well as regulatory actions unknown or unasserted at this time. Fair Value. Unless otherwise specified, book value approximates fair value. Our common stock warrant liabilities are recorded at fair value. See Note 11 – “Fair Value” for additional information. Other Current Assets. Other current assets of $ 0.5 million as of December 31, 2025 include prepaid insurance of approximately $ 0.3 million and prepaid and other assets of $ 0.2 million. Other current assets of $ 0.5 million as of December 31, 2024 include prepaid insurance of $ 0.3 million and prepaid and other assets of $ 0.2 million. Concentrations of Risk. From time to time, we may maintain a cash position with financial institutions in amounts that exceed Federal Deposit Insurance Corporation insured limits of up to $250,000 per depositor per financial institution. We have not experienced any losses on such accounts as of December 31, 2025. Service companies in the health care industry typically grant credit without collateral to patients. The majority of these patients are insured under third-party insurance agreements. The services provided by the Company are routinely billed utilizing the Current Procedural Terminology (CPT) code set designed to communicate uniform information about medical services and procedures among physicians, coders, patients, accreditation organizations, and payers for administrative, financial, and analytical purposes. CPT codes are currently identified by the Centers for Medicare and Medicaid Services and third-party payers. The Company utilizes CPT codes for Pathology and Laboratory Services contained within codes 80000-89398. Inventories. Inventories consist of laboratory supplies and diagnostic assay kits and are valued at cost (determined on an average cost basis, which approximates the first-in, first-out method) or net realizable value, whichever is lower. We evaluate inventory for items that are slow moving or obsolete and record an appropriate reserve for obsolescence if needed. The allowance for slow moving or obsolete inventory was zero at December 31, 2025 and 2024, respectively. Property and Equipment, net. Property and equipment are carried at cost, net of accumulated depreciation and amortization. Expenditures for maintenance and repairs are expensed as incurred. Depreciation and amortization are computed by the straight-line method over the estimated useful lives of the related assets as follows: ​ ​ ​ Furniture and fixtures ​ ​ ​ 5 to 7 years Leasehold improvements ​ Lesser of useful life or lease term Laboratory equipment 3 to 10 years Computer equipment and software 3 to 7 years ​ For assets sold or otherwise disposed of, the cost and related accumulated depreciation and amortization are removed from the accounts, and any related gain or loss is reflected in operations for the period. Expenditures for major betterments that extend the useful lives of property and equipment are capitalized. Intangible Assets. We review our amortizable long-lived assets for impairment annually or whenever events indicate that the carrying amount of the asset (group) may not be recoverable. An impairment loss may be needed if the sum of the future 73 Table of Contents undiscounted cash flows is less than the carrying amount of the asset (group). The amount of the loss would be determined by comparing the fair value of the asset to the carrying amount of the asset (group). There were no impairment charges on our amortizable long-lived assets during the years ended December 31, 2025 and 2024. Debt Issuance Costs Debt issuance costs are being amortized over the lives of the related financings on a basis that approximates the effective interest method. Costs are presented as a reduction of the related debt in the accompanying balance sheets. The amortization expense recorded was less than $ 0.1 million for the years ended December 31, 2025 and 2024, respectively. See Note 5 – “Long Term Debt” for further discussion. Stock-Based Compensation. All stock-based awards to date have exercise prices equal to the market price of our common stock on the date of grant and have ten-year contractual terms. Stock-based compensation cost is based on the fair value of the portion of stock-based awards that is ultimately expected to vest. The Company utilizes the Black-Scholes or other option pricing models for determining the estimated fair value for stock-based awards. As of December 31, 2025 unvested awards with time-based vesting had vesting periods of up to four years from the date of grant. As of December 31, 2025 and 2024, the Company had unvested awards with market-condition vesting of 30,000 and zero , respectively. No awards outstanding at December 31, 2025 and 2024, respectively, are subject to performance vesting conditions. Net Sales Recognition. Revenue recognition occurs when a customer obtains control of the promised goods and service. Revenue assigned to the goods and services reflects the consideration which the Company expects to receive in exchange for those goods and services. ​ The Company derives its revenues from diagnostic testing - histology, flow cytometry, cytology and molecular testing; clinical research from bio-pharma customers, state and federal grant programs; biomarker testing from bio-pharma customers and from other product sales including revenues from equipment leases and reagent sales associated with our HSRR program . All sources of revenue are recorded net of accruals for estimated chargebacks, rebates, cash discounts, other allowances, and returns. Due to differences in the substance of these revenue types, the transactions require, and the Company utilizes, different revenue recognition policies for each. See more detailed information on revenue in Note 13 – Sales Service Revenue, Net And Accounts Receivable. ​ The Company recognizes revenue utilizing the five-step framework of ASC 606. Control of the laboratory testing services is transferred to the customer at a point in time. As such, the Company recognizes revenue for diagnostic testing at a point in time based on the delivery method (web-portal access or fax) for a patient’s laboratory report. Diagnostic testing service revenue is reported at the estimated net realizable amounts from patients, third-party payers and others for services rendered, including retroactive adjustment under reimbursement agreements with third-party payers. Provisions for third-party payer settlements are provided in the period in which the related services are rendered and adjusted in the future periods, as final settlements are determined. For clinical research and biomarker services, the Company utilizes an “effort based” method of assessing performance and measures progress towards satisfaction of the performance obligation based upon the delivery of results per the contract. Control of reagents and other diagnostic products are transferred to the customer at a point in time and, as such, the Company recognizes these revenues at a point in time based on the delivery method. When we receive payment in advance, we initially defer the revenue and recognize it when we deliver the service. ​ Taxes collected from customers and remitted to government agencies for specific net sales producing transactions are recorded net with no effect on the statements of operations. Accounts Receivable Accounts Receivable result from diagnostic services provided to self-pay and insured patients, project based testing services and clinical research. The payment for services provided by the Company are generally due within 30 days 74 Table of Contents from the invoice date. Accounts receivable are reduced by an allowance for credit losses. In evaluating the collectability of accounts receivable, the Company analyzes and identifies trends for each of its sources of revenue to estimate the appropriate allowance for credit losses. For receivables associated with self-pay patients, including patients with insurance and a deductible and copayment, the Company records an allowance for credit losses in the period of services on the basis of past experience of patients unable or unwilling to pay for service fee for which they are financially responsible. For receivables associated with services provided to patients with third-party coverage, the Company analyzes contractually due amounts and provides an allowance, if necessary. The difference between the standard rates and the amounts actually collected after all reasonable collection efforts have been exhausted is charged against the allowance for credit losses. Presentation of Insurance Claims and Related Insurance Recoveries. The Company accounts for its insurance claims and related insurance recoveries at their gross values as standards for health care entities do not allow the Company to net insurance recoveries against the related claim liabilities. There were no insurance claims or insurance recoveries recorded during the years ended December 31, 2025 and 2024. Advertising Costs. Advertising costs are expensed as incurred and are included in operating expenses on the consolidated statements of operations. Advertising costs charged to operations were approximately $ 0.1 million in 2025 and 2024, respectively. Research and Development Costs. All costs associated with internal research and development are expensed as incurred. These costs include salaries and employee related expenses, operating supplies and facility-related expenses. Research and development costs charged to operations totaled $ 1.6 million and $ 1.3 million for the years ended December 31, 2025 and 2024, respectively. Income Taxes. Deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax basis of assets and liabilities at each balance sheet date using tax rates expected to be in effect in the year the differences are expected to reverse. The effect on the deferred tax assets and liabilities of a change in tax rates is recognized in the period when the change in tax rates is enacted. A valuation allowance is established when it is determined that it is more likely than not that some portion or all of the deferred tax assets will not be realized. A full valuation allowance has been applied against the Company’s net deferred tax assets as of December 31, 2025 and 2024, due to projected losses and because it is not more likely than not that the Company will realize future benefits associated with these deferred tax assets. Management’s conclusions regarding uncertain tax positions may be subject to review and adjustment at a later date based upon ongoing analysis of, or changes in tax laws, regulations and interpretations thereof as well as other factors. The Company’s policy is to record interest and penalties directly related to income taxes as income tax expense in the accompanying consolidated statements of operations, of which there was none for the years ended December 31, 2025 and 2024. Common Stock Warrants. The Company classifies the issuance of common stock warrants as equity any contracts that (i) require physical settlement or net-stock settlement or (ii) gives the Company a choice of net-cash settlement or settlement in its own stocks (physical settlement or net-stock settlement). The Company classifies as assets or liabilities any contracts that (i) require net-cash settlement (including a requirement to net-cash settle the contract if an event occurs and if that event is outside of the Company’s control), or (ii) gives the counterparty a choice of net-cash settlement or settlement in stock (physical settlement or net-stock settlement). 75 Table of Contents Historically, certain of our issued warrants to purchase common stock did not qualify to be treated as equity and accordingly, were recorded as a liability (“Common Stock Warrant Liability”). We are required to present these instruments at fair value at each reporting date and any changes in fair values are recorded as an adjustment to earnings. Consolidation of Variable Interest Entities. We evaluate any entity in which we are involved to determine if the entity is a VIE and if so, whether we hold a variable interest and are the primary beneficiary. We consolidate VIEs that are subject to assessment when we are deemed to be the primary beneficiary of the VIE. The process for determining whether we are the primary beneficiary of the VIE is to conclude whether we are a party to the VIE holding a variable interest that meets both of the following criteria: (1) has the power to make decisions that most significantly affect the economic performance of the VIE, and (2) has the obligation to absorb losses or the right to receive benefits that in either case could potentially be significant to the VIE. Loss Per Share. Basic loss per share is calculated based on the weighted-average number of common shares outstanding during each period. Diluted loss per share includes shares issuable upon exercise of outstanding stock options, warrants or conversion rights that have exercise or conversion prices below the market value of our common stock. Options, warrants and conversion rights pertaining to 375,181 and 754,251 shares of our common stock have been excluded from the computation of diluted loss per share at December 31, 2025 and 2024, respectively, because the effect is anti-dilutive due to the net loss. The following table summarizes the outstanding securities not included in the computation of diluted net loss per share: ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Stock options 359,306 303,932 Warrants 10,000 444,444 Preferred stock 5,875 5,875 Total 375,181 754,251 ​ Recently Adopted Accounting Pronouncements In December 2023, the FASB issued ASU 2023-09—Income Taxes (Topic 740)—Improvements to Income Tax Disclosures (“ASU 2023-09”) which amends the Codification to enhance the transparency and decision usefulness of income tax disclosures. ASU 2023-09 requires additional disaggregation of the reconciliation between the statutory and effective tax rate for an entity and of income taxes paid, both of which are disclosures required by current GAAP. The amendments improve the transparency of income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid to be disaggregated by jurisdiction. The amendments in ASU 2023-09 apply to all entities that are subject to Topic 740, Income Taxes. For public business entities, the amendments in ASU 2023-09 are effective for annual periods beginning after December 15, 2024, with early adoption permitted. The Company has adopted this standard with retrospective application in the 2025 annual financial statements and have included the additional disclosures in Note 9 - Income Taxes. Recent Accounting Pronouncements Not Yet Adopted. In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income (Topic 220): Expense Disaggregation Disclosures (ASU 2024-03”). This update requires entities to disaggregate operating expenses into specific categories, such as purchases of inventory, compensation, depreciation, and amortization, to provide enhanced transparency into the nature and function of expenses. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, with early adoption permitted. ASU 2024-03 may be applied retrospectively or prospectively. The Company is currently evaluating the impact of this standard on its financial statement presentation and disclosures. 76 Table of Contents In July 2025, the FASB issued ASU 2025-05, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets , which provides a practical expedient related to the estimation of expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606, including those assets acquired in a business combination. The practical expedient permits all entities to assume that current conditions as of the balance sheet date do not change for the remaining life of the asset. This ASU is effective for fiscal years beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. The Company is currently evaluating the impact of adopting this standard on its consolidated financial statements and disclosures. In September 2025, the FASB issued ASU 2025-06, Intangibles — Goodwill and Other — Internal-use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which eliminates the previous stage-based model for capitalizing software costs and replaces it with a principles-based framework. This new guidance is designed to be more adaptable to modern, agile software development methods, clarifying when an entity should capitalize software costs based on a “probable-to-complete” threshold. This ASU is effective for fiscal years beginning after December 15, 2027, and interim reporting periods within those annual reporting periods, and may be applied using a prospective, modified, or retrospective transition approach. The Company is currently evaluating the impact of adopting this standard on its consolidated financial statements and disclosures. ​ 3 . PROPERTY AND EQUIPMENT, NET A summary of property and equipment at December 31, 2025 and 2024 is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Furniture and fixtures and leasehold improvements ​ $ 26 ​ $ 34 Laboratory equipment ​ 1,233 ​ 1,017 Computer equipment and laboratory software ​ 1,309 ​ 1,209 Construction in process ​ 27 ​ 86 ​ ​ 2,595 ​ 2,346 Less—accumulated depreciation and amortization ​ ( 1,866 ) ​ ( 1,627 ) Total ​ $ 729 ​ $ 719 ​ Depreciation expense was approximately $ 0.3 million and $ 0.3 million for the years ended December 31, 2025 and 2024, respectively. 4 . INTANGIBLES Intangible assets consist of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Dollars in Thousands ​ ​ December 31, 2025 ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ Net Book ​ ​ Cost ​ Amortization ​ Value Technology ​ $ 18,990 ​ $ 8,071 ​ $ 10,919 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Dollars in Thousands ​ ​ December 31, 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ Net Book ​ ​ Cost ​ Amortization ​ Value Technology ​ $ 18,990 ​ $ 7,121 ​ $ 11,869 ​ ​ ​ ​ ​ ​ ​ ​ ​ Estimated Useful Life ​ Technology 20 years ​ 77 Table of Contents Amortization expense for intangible assets was $ 1.0 million during the years ended December 31, 2025 and 2024, respectively. Amortization expense for intangible assets is expected to be $ 1.0 million for each of the years ending December 31, 2026, 2027 , 2028 , 2029 and 2030 , respectively. 5 . LONG-TERM DEBT Long-term debt consists of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ Dollars in Thousands ​ ​ ​ ​ December 31, 2025 ​ ​ ​ December 31, 2024 Connecticut Department of Economic and Community Development (DECD) ​ $ 83 ​ $ 115 DECD debt issuance costs ​ ( 6 ) ​ ( 9 ) Financed insurance loan ​ — ​ 177 Business loan agreement ​ ​ — ​ ​ 91 Total long-term debt ​ 77 ​ 374 Current portion of long-term debt ​ ( 30 ) ​ ( 297 ) Long-term debt, net of current maturities ​ $ 47 ​ $ 77 ​ Department of Economic and Community Development On January 8, 2018, the Company entered into an agreement with DECD by which the Company received a loan of $ 300,000 secured by substantially all of the Company’s assets (the “DECD 2018 Loan”). The DECD 2018 Loan is a ten-year loan due on December 31, 2027 and includes interest paid monthly at 3.25 %. The maturity date of the DECD 2018 Loan was extended to May 31, 2028 and the modification did not have a material impact on the Company’s cash flows. ​ Debt issuance costs associated with the DECD 2018 Loan were approximately $ 31.0 thousand. Amortization of the debt issuance cost was approximately $ 3.0 thousand and $ 3.0 thousand for the years ended December 31, 2025 and 2024, respectively. Net debt issuance costs were approximately $ 6.0 thousand and $ 9.0 thousand at December 31, 2025 and 2024, respectively, and are presented as a reduction of the related debt in the accompanying consolidated balance sheets. Amortization for each of the next two years is expected to be approximately $ 3.0 thousand. Financed Insurance Loan. The Company finances certain of its insurance premiums (the “Financed Insurance Loans”). In July 2024, the Company financed $ 0.3 million with a 9.99 % interest rate and made payments on a monthly basis through June 2025. As of December 31, 2025 and 2024, the Financed Insurance Loan’s outstanding balance of zero and $ 0.2 million, respectively, was included in current maturities of long-term debt in the Company’s consolidated balance sheets. A corresponding prepaid asset was included in other current assets in the Company’s consolidated balance sheets. ​ Business Loan Agreement. ​ On May 1, 2024, the Company entered into a Business Loan and Security Agreement (the “Loan Agreement”) with Altbanq Lending LLC, pursuant to which the Company obtained a loan in the principal amount of $ 250,000 (the “Secured Loan”). According to the Loan Agreement, the Company granted the lender a continuing security interest in certain collateral (as defined in the Loan Agreement). Furthermore, the Company’s Chief Executive Officer provided a personal guaranty for the Secured Loan. The Secured Loan has a term of one year and an interest rate of 20 % , such that pursuant to the Loan Agreement, the Company is obligated to pay the Lender fifty-two payments of $ 5,769 on a weekly basis and the total sum of the Secured Loan and interest (not including any fees) is equal to a total repayment amount of $ 300,000 (“the Repayment Amount“). If the Company defaulted on payments then a default fee of $ 15,000 shall be payable to the lender. As of the date hereof, the Repayment Amount was paid in full and the Company did not default on any payments 78 Table of Contents As of December 31, 2025 and December 31, 2024, the outstanding balance of zero and $ 0.1 million, respectively, under the Loan Agreement, was included in current maturities of long-term debt in the Company’s consolidated balance sheets. ​ The aggregate future maturities required on gross long-term debt at December 31, 2025 are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2026 ​ ​ ​ 2027 ​ ​ ​ 2028 ​ ​ ​ Total DECD loan ​ $ 33 ​ $ 34 ​ $ 16 ​ $ 83 ​ ​ 6 . ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES. Accrued expenses at December 31, 2025 and 2024 are as follows: ​ ​ ​ ​ ​ ​ ​ (dollars in thousands) ​ ​ ​ December 31, 2025 ​ ​ ​ December 31, 2024 Accrued expenses ​ $ 402 ​ $ 595 Accrued compensation ​ 977 ​ 955 Accrued franchise, property and sales and use taxes ​ ​ 209 ​ ​ 173 CHC temporary funding assistance ​ ​ 83 ​ ​ 1,057 Accrued interest ​ 19 ​ 19 ​ ​ $ 1,690 ​ $ 2,799 ​ The Company uses Change Healthcare (“CHC”), a healthcare technology company owned by UnitedHealth Group, to process some of its patient claims billings. In February 2024, CHC announced that it had experienced a cyberattack and as a result had to temporarily shut down some of its information technology systems. This system shut down caused delays in billing and reimbursement processes to CHC’s customers and, as a result, CHC established a Temporary Funding Assistance Program to help bridge the gap in short-term cash flow needs for customers affected by the disruption of its services due to the cyberattack. Funding distributed through this program is interest free and has no other fees or costs associated with it. During the year ended December 31, 2024, the Company received approximately $ 1.1 million through CHC’s Temporary Assistance Program. On October 28, 2024, the Company received a notice from CHC stating that they have restored the connectivity of their systems and are requesting repayment of the funds the Company received through the Temporary Assistance Program. The repayment date contained in the notice was January 2, 2025. During the year ended December 31, 2025, we made approximately $ 0.9 million in repayments to CHC and wrote off another $ 0.1 million, leaving a balance of approximately $ 0.1 million as of December 31, 2025 . In January 2026, the Company paid the remaining amount due and as of the issuance of this Annual Report on Form 10-K there was no amount due to CHC. 7 . LEASES The Company leases administrative facilities and laboratory equipment through operating lease agreements. In addition we rent various equipment used in our diagnostic lab and in our administrative offices through finance lease arrangements. Our operating leases include both lease (e.g., fixed payments including rent) and non-lease components (e.g., common area or other maintenance costs). The facility leases include one or more options to renew, from 1 to 5 years or more. The exercise of lease renewal options is typically at our sole discretion, therefore, the renewals to extend the lease terms are not included in our right-of-use (“ROU”) assets and lease liabilities as they are not reasonably certain of exercise. We regularly evaluate the renewal options and, when they are reasonably certain of exercise, we include the renewal period in our lease term. As our leases do not provide an implicit rate, we use our collateralized incremental borrowing rate based on the information available at the lease commencement date in determining the present value of the lease payments. 79 Table of Contents Operating leases result in the recognition of ROU assets and lease liabilities on the balance sheet. ROU assets represent our right to use the leased asset for the lease term and lease liabilities represent our obligation to make lease payments. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Lease expense is recognized on a straight-line basis over the lease term. Leases with an initial term of 12 months or less are not recorded on the balance sheet. The primary leases we enter into with initial terms of 12 months or less are for equipment. The Company also recognizes ROU assets from finance leases in connection with its HSRR program. For certain customers in the HSRR program, the Company leases diagnostic testing equipment and then subleases the equipment to the customer. Finance lease ROU assets and finance lease liabilities are recognized at the lease commencement date, and at the sublease commencement date the finance lease ROU asset is derecognized and is recorded as cost of sales in the consolidated statements of operations. There were no derecognized finance lease ROU assets related to the HSRR program for the years ended December 31, 2025 and 2024. Where Precipio is the lessor, customers lease diagnostic testing equipment from the Company with the transfer of ownership to the customer at the end of the lease term at no additional cost. For these contracts, the Company accounts for the arrangements as sales-type leases. The lease asset for sales-type leases is the net investment in leased asset, which is recorded once the finance lease ROU asset is derecognized and a related gain or loss is noted. The net investment in leased assets was zero and less than $ 0.1 million as of December 31, 2025 and 2024, respectively, and is included in other current assets and other assets in our consolidated balance sheets. The balance sheet presentation of our operating and finance leases is as follows: ​ ​ ​ ​ ​ ​ ​ ​ (dollars in thousands) ​ ​ ​ ​ ​ ​ Classification on the Consolidated Balance Sheet ​ December 31, 2025 ​ December 31, 2024 Assets: ​ ​ ​ ​ ​ ​ Operating lease right-of-use assets, net ​ $ 2,565 ​ $ 395 Finance lease right-of-use assets, net ​ ​ 998 ​ ​ 517 Total lease assets ​ $ 3,563 ​ $ 912 ​ ​ ​ ​ ​ ​ ​ Liabilities: ​ ​ ​ ​ ​ ​ Current: ​ ​ ​ ​ ​ ​ Current maturities of operating lease liabilities ​ $ 410 ​ $ 201 Current maturities of finance lease liabilities ​ ​ 209 ​ ​ 124 Noncurrent: ​ ​ ​ ​ ​ ​ Operating lease liabilities, less current maturities ​ ​ 2,206 ​ ​ 206 Finance lease liabilities, less current maturities ​ ​ 751 ​ ​ 348 Total lease liabilities ​ $ 3,576 ​ $ 879 ​ 80 Table of Contents As of December 31, 2025, the estimated future minimum lease payments, excluding non-lease components, are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (dollars in thousands) ​ ​ ​ Operating Leases ​ Finance Leases ​ Total ​ ​ ​ December 31, ​ ​ December 31, ​ ​ December 31, ​ ​ ​ 2025 ​ ​ 2025 ​ ​ 2025 2026 ​ $ 648 ​ $ 300 ​ $ 948 2027 ​ 701 ​ 274 ​ 975 2028 ​ 745 ​ 234 ​ 979 2029 ​ 787 ​ ​ 186 ​ 973 2030 ​ ​ 299 ​ ​ 129 ​ ​ 428 Thereafter ​ 93 ​ 78 ​ 171 Total lease obligations ​ 3,273 ​ 1,201 ​ 4,474 Less: Amount representing interest ​ ( 657 ) ​ ( 241 ) ​ ( 898 ) Present value of net minimum lease obligations ​ 2,616 ​ 960 ​ 3,576 Less, current portion ​ ( 410 ) ​ ( 209 ) ​ ( 619 ) Long term portion ​ $ 2,206 ​ $ 751 ​ $ 2,957 ​ Other information as of December 31, 2025 and 2024: ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ 2025 ​ 2024 Weighted-average remaining lease term (years): ​ ​ ​ Operating leases 4.6 ​ 1.9 Finance leases 4.5 ​ 4.4 Weighted-average discount rate: ​ ​ ​ Operating leases 10.00 % ​ 8.00 % Finance leases 10.70 % ​ 11.20 % ​ During the years ended December 31, 2025 and 2024, operating cash flows from operating leases were $ 0.2 million, respectively, and operating lease ROU assets obtained in exchange for operating lease liabilities were $ 2.5 million and zero , respectively. Operating Lease Costs Operating lease costs were $ 0.3 million and $ 0.2 million during the years ended December 31, 2025 and 2024, respectively. These costs are primarily related to long-term operating leases for the Company’s facilities and laboratory equipment. Short-term and variable lease costs were less than $ 0.1 million for the years ended December 31, 2025 and 2024, respectively. Finance Lease Costs Finance lease amortization and interest expenses are included in the consolidated statements of operations for the years ended December 31, 2025 and 2024. The balances within these accounts are approximately $ 0.3 million and $ 0.1 million, respectively. ​ ​ 81 Table of Contents 8. COMMITMENTS AND CONTINGENCIES PURCHASE COMMITMENTS The Company has entered into purchase commitments for reagents from suppliers. Some of these agreements run through 2031. The Company and the suppliers will true up the amounts on an annual basis. The future minimum purchase commitments under these and other purchase agreements are as follows: ​ ​ ​ ​ ​ Years ending December 31, ​ ​ ​ ​ (dollars in thousands) 2026 ​ $ 2,290 2027 ​ 158 2028 ​ 158 2029 ​ 158 2030 ​ ​ 158 Thereafter ​ ​ 158 ​ ​ $ 3,080 ​ LITIGATIONS The Company is involved in legal proceedings related to matters, which are incidental to its business. Also, the Company is delinquent on the payment of outstanding accounts payable for certain vendors and suppliers who have taken or have threatened to take legal action to collect such outstanding amounts. See below for a discussion on these matters. CPA Global provides us with certain patent management services. On February 6, 2017, CPA Global claimed that we owe approximately $ 0.2 million for certain patent maintenance services rendered. CPA Global has not filed claims against us in connection with this allegation. A liability of less than $ 0.1 million has been recorded and is reflected in accounts payable within the accompanying consolidated balance sheets at December 31, 2025 and 2024. During the year ended December 31, 2025, the Company was involved in a legal proceeding brought by a former employee before the court in San Antonio, Texas, alleging unfair dismissal and seeking monetary damages. The matter was resolved in 2025 through a settlement agreement. The settlement was reached without any admission of liability and is not material to the Company’s financial statements. Accordingly, the matter is considered closed . LEGAL AND REGULATORY ENVIRONMENT The healthcare industry is subject to numerous laws and regulations of federal, state and local governments. These laws and regulations include, but are not limited to, matters such as licensure, accreditation, government healthcare program participation requirement, reimbursement for patient services and Medicare and Medicaid fraud and abuse. Government activity has increased with respect to investigations and allegations concerning possible violations of fraud and abuse statutes and regulations by healthcare providers. Violations of these laws and regulations could result in expulsion from government healthcare programs together with the imposition of significant fines and penalties, as well as significant repayments for patient services previously billed. Management believes that the Company is in compliance with fraud and abuse regulations, as well as other applicable government laws and regulations. While no material regulatory inquiries have been made, compliance with such laws and regulations can be subject to future government review and interpretation, as well as regulatory actions unknown or unasserted at this time. 82 Table of Contents 9. INCOME TAXES Net loss before income tax expense for the years ended December 31, 2025 and 2024 is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Dollars in Thousands ​ ​ ​ ​ 2025 ​ ​ ​ 2024 U.S. Operations ​ $ ( 363 ) ​ $ ( 4,290 ) Total ​ $ ( 363 ) ​ $ ( 4,290 ) ​ ​ ​ ​ ​ ​ ​ ​ The income tax expense consists of the following for the years ended December 31, 2025 and 2024. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Dollars in Thousands ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Federal: ​ ​ ​ ​ Current ​ $ — ​ $ — Deferred ​ — ​ — Total Federal ​ $ — ​ $ — State: ​ ​ ​ ​ Current ​ $ — ​ $ — Deferred ​ — ​ — Total State ​ $ — ​ $ — Foreign: ​ ​ ​ ​ Current ​ $ — ​ $ — Deferred ​ — ​ — Total Foreign ​ $ — ​ $ — Total Tax Provision ​ $ — ​ $ — ​ The Company’s provision for income taxes for the years ended December 31, 2025 and December 31, 2024 relates to income taxes in states and other jurisdictions and differs from the amounts determined by applying the statutory federal income tax rate to the loss before income taxes for the following reasons: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Dollars in Thousands ​ ​ 2025 ​ 2024 ​ ​ $ % ​ $ % US Federal Statutory Tax Rate ​ ( 76 ) 21 % ​ ( 901 ) 21 % State and Local Income Taxes—net of Federal Income Tax Effect * ​ ( 16 ) 4 % ​ ( 175 ) 4 % Foreign Tax Effects ​ ​ ​ ​ ​ ​ Other foreign jurisdictions ​ — 0 % ​ — 0 % Effect of changes in tax laws or rates enacted in the current period ​ ​ ​ ​ ​ ​ Other ​ ( 17 ) 5 % ​ ( 53 ) 1 % Effect of Cross-Border Tax Laws ​ ​ ​ ​ ​ ​ Other ​ — 0 % ​ — 0 % Tax Credits ​ ​ ​ ​ ​ ​ Research and development credits ​ ( 120 ) 33 % ​ ( 204 ) 5 % Foreign tax credits ​ — 0 % ​ — 0 % Changes in valuation allowances ​ ( 2,243 ) 618 % ​ 1,274 ( 30 )% Nontaxable or Nondeductible Items ​ ​ ​ ​ ​ ​ Public company expense ​ 56 ( 15 )% ​ 44 ( 1 )% Incentive stock options ​ 2,400 ( 661 )% ​ — 0 % Other ​ 16 ( 4 )% ​ 15 0 % Changes in unrecognized tax benefits ​ — 0 % ​ — 0 % 83 Table of Contents Other Adjustments ​ ​ ​ ​ ​ ​ Other ​ — 0 % ​ — 0 % Effective Tax Rate ​ — — ​ — — ​ *State taxes in New Jersey and Florida made up the majority (greater than 50%) of the tax effect in this category. The following table presents the components of income taxes paid, net of refunds. ​ ​ ​ ​ ​ Dollars in Thousands ​ 2025 Federal $ - State $ - Total $ - ​ ​ ​ ​ Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company’s net deferred tax assets relate primarily to its net operating loss carryforwards, allowance for credit losses and stock-based compensation, partially offset by property and equipment and intangible assets. The Company has recorded a full valuation allowance to offset the net deferred tax assets, as it is more likely than not that the Company will not realize future benefits associated with these net deferred tax assets at December 31, 2025 and 2024. At December 31, 2025 and 2024, the Company had net deferred tax assets of $ 19.0 million and $ 21.2 million, respectively, against which a full valuation allowance has been recorded. The increase in the valuation allowance for the years ended December 31, 2025 is a decrease of $ 2.2 million resulting from a change in the tax treatment of stock-based compensation. The change required a decrease in the deferred tax asset resulting from the cumulative effect related to the tax treatment of incentive stock options as opposed to non-qualified stock options. This change is offset by an adjustment to the valuation allowance. In 2024, there was an increase of $ 1.3 million resulting from additional net operating losses generated in the year. The deferred tax liabilities associated with the book versus tax basis difference of intangible assets are the result of an asset step-up pursuant to a June 2017 merger transaction (the “Merger”). Significant components of the Company’s net deferred tax assets at December 31, 2025 and 2024 are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Dollars in Thousands ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Deferred tax assets: ​ ​ ​ ​ Net operating loss and credit carryforwards ​ $ 20,419 ​ $ 19,748 Allowance for credit losses ​ ​ 265 ​ ​ 249 Stock-based compensation ​ 586 ​ 2,659 Other ​ 164 ​ 458 Gross deferred tax assets ​ 21,434 ​ 23,114 Deferred tax liabilities: ​ ​ ​ ​ Property and equipment ​ ( 398 ) ​ ( 233 ) Intangible assets ​ ( 2,072 ) ​ ( 1,673 ) Other ​ — ​ — Gross deferred tax liabilities ​ ( 2,470 ) ​ ( 1,906 ) Net deferred tax assets ​ 18,964 ​ 21,208 Less valuation allowance ​ ( 18,964 ) ​ ( 21,208 ) Net deferred liability ​ $ — ​ $ — ​ The Company had available gross federal net operating loss (“NOL”) carryforwards of approximately $ 81 million, and state NOL carryforwards of $ 2.7 million as of December 31, 2025. Approximately $ 28 million of the federal NOLs will expire at various dates beginning in 2036 through 2037 if not utilized, while the remaining amount will have an indefinite life. After passage of the Tax Cuts and Jobs Act of 2017, federal loss NOL carryforwards arising in taxable 84 Table of Contents years beginning after December 31, 2017 have an unlimited carryforward period; however, such losses can only offset 80% of taxable income in any one year. Included in the total NOLs for 2025 are $ 53 million of federal losses that fall under these rules. State NOLs expire on various dates. Section 382 of the Internal Revenue Code, and similar state regulations, contain provisions that may limit the NOL carryforwards available to be used to offset income in any given year upon the occurrence of certain events, including changes in the ownership interests of significant stockholders. In the event of a cumulative change in ownership in excess of 50% over a three-year period, the amount of the NOL carryforwards that the Company may utilize in any one year may be limited. The Company reduced its tax attributes (NOLs and tax credits) and generated a limitation on utilization of such attributes resulting from the Merger. At December 31, 2025, and as a result of the limitations under Section 382 of the Internal Revenue Code, the Company had a total of unused federal tax net operating loss carryforwards with expiration dates as follows: ​ ​ ​ ​ ​ ​ ​ Dollars in ​ ​ Thousands ​ ​ ​ ​ 2025 2036 ​ $ 14,277 2037 ​ ​ 13,641 Unlimited life ​ 53,010 Total Federal ​ $ 80,928 ​ The Company has adopted guidance on accounting for uncertainty in income taxes which clarified the accounting for income taxes by prescribing the minimum threshold a tax position is required to meet before being recognized in the financial statements as well as guidance on de-recognition, measurement, classification and disclosure of tax positions. There are no material uncertain tax positions that would require recognition in the financial statements. The Company is obligated to file income tax returns in the U.S. federal jurisdiction and various U.S. states. Since the Company had losses in the past, all prior years that generated NOLs are open and subject to audit examination in relation to the NOL generated from those years. During the year ended December 31, 2022, the IRS completed an exam of the Company’s 2019 tax year, which resulted in a change to the NOL carryforward. Our evaluation of uncertain tax positions was performed for the tax years open to examination. 10. STOCKHOLDERS’ EQUITY Common Stock Pursuant to our Third Amended and Restated Certificate of Incorporation, as amended, we currently have 150,000,000 shares of common stock authorized for issuance. On December 20, 2018, the Company’s shareholders approved the proposal to authorize the Company’s Board of Directors to, in its discretion, amend the Company’s Third Amended and Restated Certificate of Incorporation to increase the total number of authorized shares of common stock from 150,000,000 shares to 250,000,000 shares. The Company has not yet implemented this increase. During the years ended December 31, 2025 and 2024, the Company issued 15,279 and zero shares of its common stock, respectively, in connection with the exercise of 15,279 and zero stock options, respectively. The stock option exercises resulted in net cash proceeds to the Company of $ 0.1 million and zero during the years ended December 31, 2025 and 2024, respectively. During the years ended December 31, 2025 and 2024, the Company issued 29,419 and 61,692 shares of its common stock, respectively, in connection with Board fees and consulting services of approximately $ 0.2 million and $ 0.4 million, respectively. At The Market Offering Agreement ​ AGP 2023 Sales Agreement 85 Table of Contents ​ On April 14, 2023, the Company entered into the AGP 2023 Sales Agreement, in an “at the market offering” (as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended) of the shares of common stock. AGP will be entitled to a commission at a fixed rate of 3.0 % of the gross proceeds from each sale of shares of Common Stock pursuant to the AGP 2023 Sales Agreement. ​ The sale of our shares of Common Stock to or through AGP, pursuant to the AGP 2023 Sales Agreement, are made pursuant to the 2023 Registration Statement on Form S-3 (File No. 333-271277), filed by the Company with the SEC on April 14, 2023, as amended by Amendment No. 1 filed by the Company with the SEC on April 25, 2023, and declared effective on April 27, 2023, for an aggregate offering price of up to $ 5.8 million. ​ On April 8, 2024, we filed a prospectus supplement (the “April 2024 Prospectus Supplement”) to our prospectus dated April 25, 2023 registering the offer and sale of up to $ 1,061,478 of shares of our common stock. ​ During the year ended December 31, 2025, there were no sales of common stock pursuant to the AGP 2023 Sales Agreement. During the year ended December 31, 2024, we received net proceeds of $ 0.1 million, from the sale of 11,822 shares of common stock pursuant to the AGP 2023 Sales Agreement. ​ The Company terminated the AGP 2023 Sales Agreement effective September 2, 2025. Following the termination of the AGP 2023 Sales Agreement, the Company may not offer or sell any additional shares of common stock under the AGP 2023 Sales Agreement. As of the date of issuance of this Annual Report on Form 10-K, we have received an aggregate of $ 0.1 million in net proceeds, after issuance costs of approximately $ 2 thousand, from the sales of 11,847 shares of common stock through AGP. ​ Preferred Stock The Company’s Board of Directors is authorized to issue up to 15,000,000 shares of preferred stock in one or more series, from time to time, with such designations, powers, preferences and rights and such qualifications, limitations and restrictions as may be provided in a resolution or resolutions adopted by the Board of Directors. The authority of the Board of Directors includes, but is not limited to, the determination or fixing of the following with respect to shares of such class or any series thereof: (i) the number of shares; (ii) the dividend rate, whether dividends shall be cumulative and, if so, from which date; (iii) whether shares are to be redeemable and, if so, the terms and amount of any sinking fund providing for the purchase or redemption of such shares; (iv) whether shares shall be convertible and, if so, the terms and provisions thereof; (v) what restrictions are to apply, if any, on the issue or reissue of any additional preferred stock; and (vi) whether shares have voting rights. The preferred stock may be issued with a preference over the common stock as to the payment of dividends. We have no current plans to issue any additional preferred stock. Classes of stock such as the preferred stock may be used, in certain circumstances, to create voting impediments on extraordinary corporate transactions or to frustrate persons seeking to effect a merger or otherwise to gain control of the Company. For the foregoing reasons, any additional preferred stock issued by the Company could have an adverse effect on the rights of the holders of the common stock. Series B Preferred Stock The Company filed a Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock (“Series B Preferred Stock”) with the State of Delaware, which designates 6,900 shares of our preferred stock as Series B Preferred Stock. The Series B Preferred Stock has a stated value of $ 1,000 per share and a par value of $ 0.01 per share. The Series B Preferred Stock includes a beneficial ownership blocker but has no dividend rights (except to the extent dividends are also paid on the common stock). On August 28, 2017, the Company completed an underwritten public offering consisting of the Company’s Series B Preferred Stock and warrants. The conversion price of the Series B Preferred Stock contains a down round feature. The Company will recognize the effect of the down round feature when it is triggered. At that time, the effect would be treated as a deemed dividend and as a reduction of income available to common shareholders in our basic earnings per share calculation. 86 Table of Contents There were no conversions of Series B Preferred Stock during the years ended December 31, 2025 and 2024, respectively. At December 31, 2025 and 2024, the Company had 6,900 shares of Series B designated and issued and 47 shares of Series B outstanding. Based on the stated value of $ 1,000 per share and a conversion price of $ 8.00 per share, the outstanding shares of Series B Preferred Stock at December 31, 2025 were convertible into 5,875 shares of common stock. Liquidation Preferences The following is the liquidation preferences for the Company’s preferred stock; Upon any liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, the holders shall be entitled to receive out of the assets of the Corporation an amount equal to the par value, plus any accrued and unpaid dividends thereon, for each share of Preferred Stock before any distribution or payment shall be made to the holders of the Common Stock, and if the assets of the Corporation shall be insufficient to pay in full such amounts, then the entire assets to be distributed to the holders shall be ratably distributed among the holders in accordance with the respective amounts that would be payable on such shares. If all amounts were paid in full; and thereafter, the holders shall be entitled to receive out of the assets, whether capital or surplus, of the Corporation the same amount that a holder of Common Stock would receive if the Preferred Stock were fully converted to Common Stock which amount shall be paid pari passu with all holders of Common Stock. Common Stock Warrants The following represents a summary of the warrants outstanding as of December 31, 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Underlying ​ ​ ​ Exercise ​ ​ Issue Year ​ Expiration ​ Shares ​ Price Warrants ​ ​ ​ ​ ​ ​ ​ ​ ​ (1) ​ 2025 ​ February 2027 ​ 10,000 ​ $ 60.00 (1) These warrants were issued to a consultant in connection with services performed . ​ During the years ended December 31, 2025 and 2024, zero and 15,091 warrants expired. These warrants had been issued in connection with transactions which were completed in 2019. RDO Common Warrants . In connection with the Registered Direct Offering in June 2023, the Company issued 444,444 warrants to purchase up to 444,444 shares of common stock (the “RDO Common Warrants”). The RDO Common Warrants are exercisable beginning six months after the date of issuance, have an exercise price of $ 12.60 per share, and will expire December 12, 2028. During the year e nded December 31, 2025, the Company amended the warrant agreements with certain RDO Common Warrant holders giving the holders the right, at their discretion, to exercise their remaining outstanding warrants in a cashless manner. During the year ended December 31, 2025, 444,444 RDO Common Warrants were exercised for 242,562 shares of our common stock. The Company received net proceeds of approximately $ 1.3 million from these exercises. The intrinsic value of the warrants exercised during the year ended December 31, 2025 was $ 3.4 million. Deemed Dividends Certain of our preferred stock and warrant issuances contain down round provisions which require us to recognize the effect of the down round feature when it is triggered. That effect is treated as a dividend and as a reduction of income available to common shareholders in basic earnings per share. 87 Table of Contents There were no deemed dividends recorded during the years ended December 31, 2025 and 2024. 11. FAIR VALUE FASB guidance on fair value measurements, which defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements for our financial assets and liabilities, as well as for other assets and liabilities that are carried at fair value on a recurring basis in our consolidated financial statements. FASB guidance establishes a three-level fair value hierarchy based upon the assumptions (inputs) used to price assets or liabilities. The three levels of inputs used to measure fair value are as follows: Level 1—Unadjusted quoted prices in active markets for identical assets or liabilities; Level 2—Observable inputs other than those included in Level 1, such as quoted prices for similar assets and liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets; and Level 3—Unobservable inputs reflecting our own assumptions and best estimate of what inputs market participants would use in pricing the asset or liability. Common Stock Warrant Liabilities. Certain of our issued or outstanding warrants to purchase shares of common stock do not qualify to be treated as equity and, accordingly, are recorded as a liability. We are required to record these instruments at fair value at each reporting date and changes are recorded as a non-cash adjustment to earnings. The gains or losses included in earnings are reported in other income (expense) in our consolidated statement of operations. Bridge Note Warrant Liabilities During 2019 and 2018, the Company issued warrants in connection with the issuance of convertible notes. All of these warrants issuances were classified as warrant liabilities (the “Bridge Note Warrant Liabilities”). The Bridge Note Warrant Liabilities are considered Level 3 financial instruments and were valued using the Black Scholes model. During the year ended December 31, 2024, the last remaining warrants related to Bridge Note Warrant Liabilities expired and thus at December 31, 2025 and 2024, respectively, there were no warrant liabilities to be valued. During the year ended December 31, 2024, the change in the fair value of the warrant liabilities measured using significant unobservable inputs (Level 3) was zero . 12. EQUITY INCENTIVE PLAN The Company currently issues stock awards under its 2017 Stock Option and Incentive Plan, as amended (the "2017 Plan") which will expire on June 5, 2027 . The shares authorized for issuance under the 2017 Plan were 395,380 at December 31, 2025 of which 18,234 were available for future grant. The shares authorized under the 2017 Plan are subject to annual increases on January 1 by 5 % of the number of shares of common stock issued and outstanding on the immediately preceding December 31, or such lessor number of shares determined by the Company’s Board of Directors or Compensation Committee. During the year ended December 31, 2025, the shares authorized for issuance increased by 74,681 shares. The Plan is administered by the Compensation Committee of the Board of Directors (the “Committee”), which has the authority to set the number, exercise price, term and vesting provisions of the awards granted under the Plan, subject to the terms thereof. Either incentive or non-qualified stock options may be granted to employees of the Company, but only non-qualified stock options may be granted to non-employee directors and advisors. However, in either case, the Plan requires that stock options must be granted at exercise prices not less than the fair market value of the common stock 88 Table of Contents on the date of the grant. Options issued under the plan vest over periods as determined by the Committee and expire 10 years after the date the option was granted. Stock Options. The Company accounts for all stock-based compensation payments to employees and directors, including grants of employee stock options, at fair value at the date of grant and expenses the benefit in operating expense in the consolidated statements of operations over the service period of the awards. The Company records the expense for stock-based compensation awards subject to performance-based milestone vesting over the remaining service period when management determines that achievement of the milestone is probable based on the expected satisfaction of the performance conditions as of the reporting date. The Company records the expense for stock-based compensation awards subject to market-condition vesting over a derived service period which is calculated at the grant date. The fair value of each stock option granted is estimated on the date of grant using the Black-Scholes or other option pricing models, which requires various assumptions including estimating stock price volatility, expected life of the stock option, risk free interest rate and estimated forfeiture rate. During the year ended December 31, 2025, the Company granted stock options to purchase up to 89,000 shares of common stock at a weighted average exercise price of $ 6.90 . T he stock options granted have either time-based or market-condition vesting. The awards with time-based vesting have periods of up to four years and had grant date fair values between $ 5.24 and $ 17.56 . The fair value was calculated using the Black-Scholes option pricing model and used the follow assumptions: risk free interest rates of 3.82 % to 4.65 %, based on the U.S. Treasury yield in effect at the time of grant; expected life of five to six years ; and volatility of 121 % to 128 % based on historical volatility of the Company’s common stock over a time that is consistent with the expected life of the option. The awards with market-condition vesting have a derived service period of 1.6 years and had a grant date fair value of $ 5.70 . The fair value was calculated using a Monte Carlo Simulation and used the following assumptions: risk free interest rate of 4.67 % ; remaining term of ten years ; and volatility of 121 % . On August 30, 2024, the Company’s board of directors (the “Board”) approved a one-time stock option repricing (the “Option Repricing”), effective August 31, 2024 (the “Effective Date”). The Option Repricing was undertaken in accordance with, and as permitted by the 2017 Plan. The Option Repricing applies to all Relevant Options (as defined below) granted pursuant to the 2017 Plan that were held by employees, including executive officers and non-employee directors of the Board, to the extent such options had an exercise price in excess of $ 6.56 , the closing price per share of the Company’s Common Stock as reported on The Nasdaq Stock Market on August 30, 2024. “Relevant Options” means all outstanding eligible stock options granted to eligible employees, service providers and non-employee directors of the board of the Company before and including December 31, 2022. As of the Effective Date, all such options were repriced such that the exercise price per share was reduced to $ 6.56 , provided that the original exercise price will apply to stock option exercises during a one year retention period. Under the terms of the Option Repricing, if prior to the first anniversary of the Effective Date (except following a change of control), a Relevant Option is exercised or employment/services are terminated by the Company with cause or voluntarily by the option holder, the option holder will be required to pay the original exercise price of the Relevant Option. If the employment/services of an option holder is terminated by the Company without cause prior to the first anniversary of the Effective Date, the option holder will retain the benefit of the reduced exercise price. The Option Repricing does not change the number of shares, the vesting schedule, or the expiration date of the Relevant Options. ​ Out of the Company’s approximately 304,000 total outstanding options on the Effective Date, approximately 177,000 were repriced. The Board approved the Option Repricing after careful consideration of various alternatives and the recommendation of the compensation committee of the Board that the repricing was fair, just, and reasonable to the Company and its stockholders. Management determined that the Option Repricing represented a modification of the impacted awards and calculated incremental compensation cost of approximately $ 0.5 million resulting from the modification. The incremental expense was recognized over 1.4 years. ​ 89 Table of Contents The following table summarizes stock option activity under our plans during the year ended December 31, 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of ​ ​ ​ Weighted-Average ​ ​ Options ​ Exercise Price Outstanding at January 1, 2025 303,932 ​ $ 7.18 Granted 89,000 ​ 6.90 Exercised ​ ( 15,279 ) ​ ​ 7.78 Forfeited ( 18,347 ) ​ 6.30 Outstanding at December 31, 2025 359,306 ​ $ 7.13 Exercisable at December 31, 2025 237,830 ​ $ 7.28 ​ As of December 31, 2025, there were 307,087 options that were vested or expected to vest with an aggregate intrinsic value of less than $ 4.8 million and a remaining weighted average contractual life of 6.2 years. During the year ended December 31, 2024, there were 76,987 options granted with a weighted average exercise price of $ 5.01 and 5,799 options forfeited with a weighted average exercise price of $ 17.31 . Restricted Stock Awards. Restricted stock awards are subject to vesting restrictions. If a grantee’s service with the Company is terminated prior to vesting of the restricted stock, all unvested shares shall be forfeited and returned to the Company. Upon vesting, the restricted stock award shall no longer be deemed restricted. There were no restricted stock awards granted during the years ended December 31, 2025 and December 31, 2024, respectively. As of December 31, 2025 and 2024, respectively, there were no unvested restricted stock awards. Stock Compensation. During the years ended December 31, 2025 and 2024, we recorded compensation expense for all stock awards of $ 1.2 million and $ 1.5 million, respectively, within operating expense in the accompanying statements of operations. The 2025 and 2024 expense included approximately $ 0.3 million and $ 0.2 million, respectively, of expense related to the Option Repricing. As of December 31, 2025, the unrecognized compensation expense related to unvested stock awards was $ 0.6 million, which is expected to be recognized over a weighted-average period of 2.3 years. 90 Table of Contents 13. SALES SERVICE REVENUE, NET AND ACCOUNTS RECEIVABLE ASC Topic 606, “Revenue from contracts with customers” ​ The Company follows the guidance of ASC 606 for the recognition of revenue from contracts with customers to transfer goods and services. The Company performed a comprehensive review of its existing revenue arrangements following the five-step model: ​ Step 1: Identification of the contract with the customer. Sub-steps include determining the customer in a contract, initial contract identification and determining if multiple contracts should be combined and accounted for as a single transaction. Step 2: Identify the performance obligation in the contract. Sub-steps include identifying the promised goods and services in the contract and identifying which performance obligations within the contract are distinct. Step 3: Determine the transaction price. Sub-steps include variable consideration, constraining estimates of variable consideration, the existence of a significant financing component in the contract, noncash consideration and consideration payable to a customer. Step 4: Allocate transaction price. Sub-steps include assessing the amount of consideration to which the Company expects to be entitled in exchange for transferring the promised goods or services to the customer. Step 5: Satisfaction of performance obligations. Sub-steps include ascertaining the point in time when an asset is transferred to the customer and when the customer obtains control of the asset upon which time the Company recognizes revenue. ​ Nature of Contracts and Customers The Company’s contracts and related performance obligations are similar for its customers and the sales process for all customers starts upon the receipt of requisition forms from the customers for patient diagnostic testing and the execution of contracts for biomarker testing and clinical research. Payment terms for the services provided are 30 days, unless separately negotiated. ​ Diagnostic testing ​ Control of the laboratory testing services is transferred to the customer at a point in time. As such, the Company recognizes revenue for laboratory testing services at a point in time based on the delivery method (web-portal access or fax) for the patient’s laboratory report, per the contract. ​ Clinical research grants ​ Control of the clinical research services are transferred to the customer over time. The Company will recognize revenue utilizing the “effort based” method, measuring its progress toward complete satisfaction of the performance obligation. ​ Biomarker testing and clinical project services ​ Control of the biomarker testing and clinical project services are transferred to the customer over time. The Company utilizes an “effort based” method of assessing performance and measures progress towards satisfaction of the performance obligation based upon the delivery of results. ​ The Company generates revenue from the provision of diagnostic testing provided to patients, biomarker testing provided to bio-pharma customers and clinical research grants funded by both bio-pharma customers and government health programs. ​ 91 Table of Contents Reagents and other diagnostic products Control of reagents and other diagnostic products are transferred to the customer at a point in time and, as such, the Company recognizes these revenues at a point in time based on the delivery method. These revenues include revenues from reagent sets for our HSRR program and other product sales and are included in other revenue in our consolidated statements of operations. ​ Disaggregation of Revenues by Transaction Type ​ We operate in one business segment and, therefore, the results of our operations are reported on a consolidated basis for purposes of segment reporting, consistent with internal management reporting. Service revenue, net for the years ended December 31, 2025 and 2024 was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, (dollars in thousands) ​ Diagnostic Testing ​ ​ ​ ​ 2025 ​ ​ ​ 2024 Medicaid ​ $ 48 ​ $ 42 Medicare ​ 9,613 ​ 6,355 Self-pay ​ 21 ​ 36 Third party payers ​ 11,700 ​ 9,483 Contract diagnostics and other ​ 124 ​ 49 Service revenue, net ​ $ 21,506 ​ $ 15,965 ​ Revenue from the Medicare and Medicaid programs account for a portion of the Company’s patient diagnostic service revenue. Laws and regulations governing those programs are extremely complex and subject to interpretation. As a result, there is at least a reasonable possibility that recorded estimates will change by a material amount in the near term. ​ Revenue Recognition ​ Revenue is recognized when a customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price using the expected value method based on historical experience. The Company does not typically enter arrangements where multiple contracts can be combined as the terms regarding services are generally found within a single agreement/requisition form. The Company derives its revenues from the following types of transactions: diagnostic testing (“Diagnostic”), revenues from the Company’s ICP technology and bio-pharma projects encompassing genetic diagnostics (collectively “Biomarker”), revenues from clinical research grants from state and federal research programs and diagnostic product sales, including revenues from equipment leases and reagent sales associated with our HSRR program . ​ 92 Table of Contents Deferred revenue ​ Deferred revenue, or unearned revenue, refers to advance payments for products or services that are to be delivered in the future. The Company records such prepayment of unearned revenue as a liability, as revenue that has not yet been earned, but represents products or services that are owed to a customer. As the product or service is delivered over time, the Company recognizes the appropriate amount of revenue from deferred revenue. As of December 31, 2025 and 2024, the deferred revenue was $ 0.3 million and $ 0.2 million, respectively. ​ Contractual Allowances and Adjustments We are reimbursed by payers for services we provide. Payments for services covered by payers average less than billed charges. We monitor revenue and receivables from payers and record an estimated contractual allowance for certain revenue and receivable balances as of the revenue recognition date to properly account for anticipated differences between amounts estimated in our billing system and amounts ultimately reimbursed by payers. Accordingly, the total revenue and receivables reported in our consolidated financial statements are recorded at the amounts expected to be received from these payers. For service revenue, the contractual allowance is estimated based on several criteria, including unbilled claims, historical trends based on actual claims paid, current contract and reimbursement terms and changes in customer base and payer/product mix. The billing functions for the remaining portion of our revenue are contracted and fixed fees for specific services and are recorded without an allowance for contractual discounts. The following table presents our revenues initially recognized for each associated payer class during the years ended December 31, 2025 and 2024. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, (dollars in thousands) ​ ​ ​ Contractual Allowances and ​ Revenues, net of Contractual ​ ​ Gross Revenues ​ adjustments ​ Allowances and adjustments ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2025 ​ ​ ​ 2024 Medicaid ​ $ 48 ​ $ 42 ​ $ — ​ $ — ​ $ 48 ​ $ 42 Medicare ​ 9,612 ​ 6,355 ​ — ​ — ​ 9,613 ​ 6,355 Self-pay ​ 21 ​ 36 ​ — ​ — ​ 21 ​ 36 Third party payers ​ 40,946 ​ 32,691 ​ ( 29,246 ) ​ ( 23,208 ) ​ 11,700 ​ 9,483 Contract diagnostics and other ​ 124 ​ 49 ​ — ​ — ​ 124 ​ 49 ​ ​ 50,751 ​ 39,173 ​ ( 29,246 ) ​ ( 23,208 ) ​ 21,506 ​ 15,965 Product ​ 2,741 ​ 2,611 ​ — ​ — ​ 2,740 ​ 2,611 ​ ​ $ 53,492 ​ $ 41,784 ​ $ ( 29,246 ) ​ $ ( 23,208 ) ​ $ 24,246 ​ $ 18,576 ​ ​ 93 Table of Contents Allowance for Credit Losses ​ The Company provides for a general allowance for collectability of services when recording net sales. The Company has adopted the policy of recognizing net sales to the extent it expects to collect that amount. Reference FASB 954-605-45-5 and ASU 2011-07, Health Care Entities: Presentation and Disclosure of Patient Service Revenue, Provision for Credit Loss, and the Allowance for Credit Losses. The change in the allowance for credit losses is directly related to the increase in patient service revenues. The following table presents our reported revenues net of the collection allowance and adjustments for the years ended December 31, 2025 and 2024. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ ​ Revenues, net of ​ ​ ​ (dollars in thousands) ​ Contractual Allowances ​ Allowances for credit ​ ​ ​ and adjustments ​ losses ​ Total ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2025 ​ ​ ​ 2024 Medicaid ​ $ 48 ​ $ 42 ​ $ 31 ​ $ 1 ​ $ 79 ​ $ 43 Medicare ​ 9,613 ​ 6,355 ​ ( 95 ) ​ ( 129 ) ​ 9,518 ​ 6,226 Self-pay ​ 21 ​ 36 ​ ( 1 ) ​ ( 4 ) ​ 20 ​ 32 Third party payers ​ 11,700 ​ 9,483 ​ ( 132 ) ​ 88 ​ 11,568 ​ 9,571 Contract diagnostics and other ​ 124 ​ 49 ​ — ​ — ​ 124 ​ 49 ​ ​ 21,506 ​ 15,965 ​ ( 197 ) ​ ( 44 ) ​ 21,309 ​ 15,921 Product ​ 2,740 ​ 2,611 ​ — ​ — ​ 2,740 ​ 2,611 ​ ​ $ 24,246 ​ $ 18,576 ​ $ ( 197 ) ​ $ ( 44 ) ​ $ 24,049 ​ $ 18,532 ​ Costs to Obtain or Fulfill a Customer Contract ​ Sales commissions are expensed when incurred because the amortization period would have been one year or less. These costs are recorded in operating expenses in the consolidated statements of operations. ​ Shipping and handling costs are comprised of inbound and outbound freight and associated labor. The Company accounts for shipping and handling activities related to contracts with customers as fulfillment costs which are included in cost of sales in the consolidated statements of operations. ​ Accounts Receivable The Company has provided an allowance for potential credit losses, which has been determined based on management’s industry experience. The Company grants credit without collateral to its patients, most of who are insured under third party payer agreements. The following summarizes the mix of receivables as of December 31, 2025 and 2024: ​ ​ ​ ​ ​ ​ ​ (dollars in thousands) ​ ​ ​ December 31, 2025 ​ ​ ​ December 31, 2024 Medicaid ​ $ 19 ​ $ ( 12 ) Medicare ​ 1,838 ​ 1,086 Self-pay ​ 16 ​ 13 Third party payers ​ 859 ​ 530 Contract diagnostic services, product and other ​ 297 ​ 177 ​ ​ $ 3,029 ​ $ 1,794 Less allowance for credit losses ​ ( 1,045 ) ​ ( 995 ) Accounts receivable, net ​ $ 1,984 ​ $ 799 ​ 94 Table of Contents The following table presents the roll-forward of the allowance for credit losses for the years ended December 31, 2025 and 2024. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, (dollars in thousands) ​ ​ 2025 ​ 2024 Balance, January 1 $ ( 995 ) ​ $ ( 2,572 ) Provision for credit losses: ​ ​ ​ ​ ​ Medicaid ​ ​ 31 ​ ​ 1 Medicare ​ ( 95 ) ​ ( 129 ) Self-pay ​ ​ ( 1 ) ​ ​ ( 4 ) Third party payers ​ ( 132 ) ​ 88 ​ ​ ( 197 ) ​ ( 44 ) Credit loss income (expense) ​ ​ 20 ​ ​ ( 20 ) Total charges ​ ( 177 ) ​ ( 64 ) Write-offs ​ ​ 127 ​ ​ 1,641 Balance, December 31 ​ $ ( 1,045 ) ​ $ ( 995 ) ​ Customer Revenue and Accounts Receivable Concentration Customer revenue and accounts receivable concentration amounted to the following for the identified periods. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net sales ​ ​ Accounts receivable, as of ​ ​ ​ Year Ended ​ ​ ​ ​ ​ ​ December 31, ​ ​ December 31, ​ December 31, ​ ​ ​ 2025 ​ 2024 ​ ​ 2025 ​ 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Customer A ​ 26 % 17 % ​ 34 % 29 % Customer B ​ * ​ * ​ ​ 12 % * ​ Customer C ​ * ​ * ​ ​ 10 % * ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ * represents less than 10% ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 14. SEGMENT REPORTING ​ The Company’s chief operating decision maker (CODM) is its Chief Executive Officer. The Company has no segment managers who are held accountable by the CODM for operations, operating results, and planning for levels or components below the consolidated unit level. Accordingly, the Company has determined it has a single operating segment. ​ 95 Table of Contents The CODM uses consolidated net loss for purposes of allocating resources and assessing segment performance, including monitoring actual results versus historical periods. Cost of revenue and operating expenses are considered significant segment expenses that are regularly provided to the CODM and included within consolidated net loss. The measure of segment assets is the total assets on the Company’s consolidated balance sheets. Capital expenditures are reported on a consolidated basis on the Company’s consolidated statements of cash flows. The following table includes the Company's segment revenue, significant segment expenses, and other segment items to reconcile to net loss. ​ ​ ​ ​ ​ ​ ​ ​ ​ Dollars in Thousands ​ Year Ended ​ December 31, ​ 2025 ​ ​ ​ 2024 Net sales $ 24,049 ​ $ 18,532 Less expense (income): ​ ​ ​ ​ ​ Cost of sales 13,343 ​ 10,973 Operating expenses (1) ​ 11,908 ​ ​ 11,775 Other segment expense (income) (2) ( 839 ) ​ 74 Net loss $ ( 363 ) ​ $ ( 4,290 ) ​ (1) Operating expenses include sales and marketing expenses, general and administrative expenses, research and development expenses and stock-based compensation. (2) Other segment items include interest income, interest expense, gain on write-off of liability and other income. ​ 15. EMPLOYEE RETENTION CREDIT ​ On March 27, 2020, the U.S. government enacted the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). Under the provisions of the CARES Act, and the subsequent extensions, the Company became eligible to apply for a refundable Employee Retention Credit (the “ERC”) subject to certain criteria, which could be used to offset payroll tax liabilities. ​ In November 2022, the Company submitted an ERC claim totaling approximately $ 1.5 million. During the year ended December 31, 2025, the Company received payments for part of the ERC claim totaling approximately $ 0.8 million. The Company recorded this as other income in the consolidated statements of operations. ​ The Company retains all rights to pursue and receive the remaining balance of approximately $ 0.7 million and is actively evaluating the likelihood and timing of any additional disbursements. The Company has not waived any claims to the unpaid portion of the ERC and is taking reasonable steps to secure the remaining balance. However, there can be no assurance as to the timing, amount, or certainty of receipt of additional funds, and the Company will continue to assess the collectability of the remaining claim in accordance with applicable accounting standards. 16. SUBSEQUENT EVENTS The Company has evaluated events and transactions subsequent to December 31, 2025 through the date the consolidated financial statements were issued. There are no other events to report other than what has been disclosed in the consolidated financial statements. ​ ​ ​ ​ 96 Table of Contents Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.