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You should review the sections titled “Note Regarding Forward-Looking Statements” for a discussion of forward-looking statements and in Part I, Item 1A, “Risk Factors” for a discussion of factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and elsewhere in this Annual Report on Form 10-K.
−Removed: We develop, market, and sell advanced cancer genomic tests and services.
−Removed: Our services are used by pharmaceutical companies for translational research, biomarker discovery, the development of personalized cancer therapies, and for clinical trials.
−Removed: Our tests are used by physicians to detect residual or recurrent cancer in patients, monitor cancer response to therapy, and uncover insights for therapy selection.
−Removed: We also provide whole exome and whole genome sequencing services for other diagnostic companies and population sequencing initiatives.
−Removed: Today, our products are routinely used by many of the largest oncology-focused pharmaceutical companies for analysis of patient samples in their clinical trials and drug development programs.
−Removed: Our advanced genomic sequencing and analytics also support the development of personalized neoantigen therapies for cancer and other next-generation cancer immunotherapies.
−Removed: For example, we are providing genomic testing to Moderna, Inc.
−Removed: ("Moderna") in its ongoing clinical trials evaluating a personalized cancer therapy.
−Removed: In addition, we partner with diagnostics companies by providing our advanced tumor profiling and analysis capabilities as an input to their products.
−Removed: More recently, we launched new diagnostic offerings for the clinical setting and, in November 2023, entered into an agreement with Tempus to commercialize our NeXT Personal Dx test.
−Removed: We have also pursued non-cancer related business opportunities, specifically within the population sequencing market, by providing whole genome sequencing ("WGS") services under contract with the U.S.
−Removed: Department of Veterans Affairs Million Veteran Program ("VA MVP").
−Removed: We are working with a growing number of leading cancer centers and world-class academic research institutions to build and publish the clinical evidence-base to support our products and our key indications, as well as to obtain reimbursement coverage from Medicare and other payors.
+Added: We develop, market, and sell advanced cancer genomic testing services.
+Added: Our testing services are used by physicians to detect residual or recurrent cancer in patients, monitor cancer response to therapy, and uncover insights for therapy selection.
+Added: Our testing services are used by pharmaceutical companies for translational research, biomarker discovery, the development of personalized cancer therapies, and clinical trials.
+Added: We also provide whole exome sequencing services for other diagnostic companies and whole genome sequencing services for population sequencing initiatives.
+Added: We are working with a growing number of leading cancer centers and world-class academic research institutions to build and publish the clinical evidence-base to support our testing services and our key indications, as well as to obtain reimbursement coverage from Medicare and other payors.
Because of the ultra-high analytical sensitivity of our technology, we are primarily focusing on three indications:
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University Medical Center Hamburg-Eppendorf (also known as UKE);
−Removed: and Criterium and the Academic Breast Cancer Consortium, that will focus on building the evidence-base for our technology and these indications.
+Added: Criterium and the Academic Breast Cancer Consortium;
+Added: Yale Cancer Center;
+Added: Aarhus University;
+Added: British Columbia Cancer;
+Added: and University Health Network, that will focus on building the evidence-base for our technology and these indications.
+Added: Today, our testing services are routinely used by many of the largest oncology-focused pharmaceutical companies for analysis of patient samples in their clinical trials and drug development programs.
+Added: Our advanced genomic sequencing and analytics also support the development of personalized neoantigen therapies for cancer and other next-generation cancer immunotherapies.
+Added: For example, we are providing genomic testing services to ModernaTX, Inc.
+Added: ("Moderna") in its ongoing clinical trials evaluating a personalized cancer therapy.
+Added: In addition, we partner with diagnostics companies by providing our advanced tumor profiling and analysis capabilities as an input to their products.
+Added: More recently, we launched new diagnostic offerings for the clinical setting and, in November 2023, entered into an agreement with Tempus to commercialize our NeXT Personal Dx test.
+Added: In late 2024, we expanded our collaboration partnership with Tempus to enable Tempus to market and sell NeXT Personal to Tempus' pharmaceutical and biotech customers who wish to bundle MRD testing with other Tempus offerings in a given study.
+Added: In July 2025, we further expanded our collaboration partnership with Tempus to authorize Tempus to market NeXT Personal Dx for colorectal cancer and extend the term of the Tempus Agreement through November 25, 2029.
+Added: We have also pursued non-cancer related business opportunities, specifically within the population sequencing market, by providing whole genome sequencing ("WGS") services under contract with the U.S.
+Added: Department of Veterans Affairs Million Veteran Program ("VA MVP").
Our work in oncology is underpinned by our experience and capacity for next-generation sequencing at scale.
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2025 Highlights
−Removed: Total revenue of $84.6 million increased 15%, or $11.1 million, during 2024 compared to 2023, primarily driven by higher revenue from pharma tests.
−Removed: Revenue from pharma tests was $50.9 million in 2024 compared to $31.9 million in 2023, an increase of 60%.
−Removed: This increase was partially offset by lower revenue from enterprise sales, which declined $6.4 million, or 20%.
+Added: Total revenue of $69.6 million decreased 18%, or $15.0 million, during 2025 compared to 2024, primarily due to lower expected revenue from Enterprise sales, which was primarily Natera.
+Added: Revenue from Enterprise sales was $5.9 million in 2025 compared to $25.4 million in 2024 and the decline was due to the winding down of the project with Natera.
+Added: This decrease was partially offset by higher revenue from population sequencing, which increased $4.3 million, or 58%.
Key business accomplishments and financial updates in 2025 and early 2026 include:
−Removed: • Received Medicare coverage for NeXT Dx, our comprehensive tumor profiling test and we are currently seeking Medicare coverage for our separate liquid biopsy molecular residual disease ("MRD") test, Next Personal Dx.
−Removed: • Delivered 3,285 total molecular tests in 2024, compared with 177 tests in the prior year.
−Removed: • Announced a new publication validating our NeXT Personal test, an ultra-sensitive, tumor-informed circulating tumor DNA (ctDNA) assay for detecting MRD, monitoring therapy response, and detecting recurrence in patients diagnosed with solid tumor cancers.
−Removed: o The analytical validation study was published in Oncotarget on March 14, 2024.
−Removed: o The test demonstrated a detection threshold of 1.67 parts per million (PPM) of ctDNA with 100% analytical specificity;
−Removed: enabling an ultra-sensitive range leading to early cancer detection.
−Removed: • Multiple clinical data results demonstrating the clinical performance of NeXT Personal were presented at the American College of Clinical Oncology meeting in Chicago.
−Removed: Key presentations include:
−Removed: o Compelling early-stage breast cancer detection results presented by Dr.
−Removed: Isaac Garcia-Murillas and team (Institute of Cancer Research, London) and Prof.
−Removed: Nicolas Turner and team (Royal Marsden NHS Foundation Trust UK).
−Removed: In this study, they found:
−Removed: ▪ NeXT Personal enabled earlier detection of recurrence, with a ~15-month lead time over imaging.
−Removed: ▪ 100% of patients that recurred were detected with NeXT Personal and 100% of patients that were ctDNA negative on longitudinal testing were cancer-free.
−Removed: o A presentation by Dr.
−Removed: Rodrigo Toledo of the Vall d’Hebron Institute of Oncology (VHIO) highlighted the importance of NeXT Personal’s use for immunotherapy monitoring.
−Removed: This data showed:
−Removed: ▪ Baseline levels and the changes in levels of ctDNA detected by NeXT Personal predict therapy response and clinical outcomes for late-stage cancer patients receiving immunotherapy.
−Removed: ▪ NeXT Personal had an average lead time for detecting cancer progression of 81 days over imaging.
−Removed: • Highlighted clinical performance of NeXT Personal at the European Society of Medical Oncology (ESMO) Congress 2024 in Barcelona, Spain:
−Removed: o Significant results from the TRACERx study presented by Professor Charles Swanton of University College London and the Francis Crick Institute with an expanded study cohort of non-small cell lung cancer (NSCLC) patients with strong detection rates for residual cancer in the challenging landmark period (first 10 to 120 days immediately after surgery).
−Removed: o Compelling data for late-stage cancer patients on immunotherapy presented by Dr.
−Removed: Rodrigo Toledo of the Vall d’Hebron Institute of Oncology that accurately linked significant decreases in ctDNA levels in response to immunotherapy to longer overall survival than patients who did not respond well.
−Removed: • Commenced NeXT Personal Dx commercialization efforts with Tempus.
−Removed: • Expanded Tempus collaboration to the biopharma industry, which enables Tempus to market NeXT Personal to Tempus' pharmaceutical and biotech customers who wish to bundle MRD testing with other Tempus offerings in a given study.
−Removed: • Executed a cross-license agreement with Myriad Genetics, Inc.
−Removed: covering patent estates for tumor-informed approaches to detect MRD.
−Removed: • Entered into an agreement with Foresight Diagnostics Inc.
−Removed: to settle and dismiss pending claims of intellectual property infringement by licensing our patents.
−Removed: Foresight agreed to pay a low single-digit tiered royalty on sales covered by the patents.
−Removed: • Raised approximately $35.0 million in net financing proceeds from Tempus, consisting of $18.4 million from Tempus’ exercise of all its common stock warrants, at an average price of $2.00 per share, and $16.6 million net of expenses, from Tempus' purchase of common stock at a price of $5.07 per share.
−Removed: • Raised an additional $30.1 million in net proceeds from selling common stock under our At-The-Market ("ATM") program at a weighted-average price of $4.61 per share.
−Removed: • Advanced business strategy with investment of $50.0 million from Merck and extended collaboration with Moderna.
−Removed: • Received a new task order in the amount of $7.5 million from the VA MVP.
+Added: • Secured Milestone Medicare Coverages for Breast & Lung Cancer :
+Added: Received Medicare coverage approval in the fourth quarter for the surveillance of cancer recurrence in breast cancer patients, and also, received Medicare coverage for Stage I to III NSCLC in the first quarter of 2026;
+Added: both are expected to be key catalysts for clinical revenue generation and market share growth in the MRD space
+Added: • Published Landmark TRACERx Data:
+Added: Highlighted data from one of the largest and most comprehensive NSCLC patient cohorts to date in the journal Cell, demonstrating the clinical importance of Personalis’ ultrasensitive MRD approach
+Added: • Validated ctDNA Dynamics:
+Added: Published VHIO data in Clinical Cancer Research titled "Broad Utility of Ultrasensitive Analysis of ctDNA Dynamics across Solid Tumors Treated with Immunotherapy," further reinforcing the clinical validity of the NeXT Personal ® platform in a broad array of cancer types
+Added: • Clinical Momentum:
+Added: Clinical test revenue of $2.0 million, more than double the $0.8 million in 2024
+Added: • Volume Performance:
+Added: Clinical test volume reached 16,233 tests, a nearly 400% increase over the 3,285 test volume in 2024
+Added: • Strong Cash Position:
+Added: Ended the year with approximately $240.0 million in cash, cash equivalents, and short-term investments.
+Added: This includes approximately $109.0 million in net proceeds from our At-The-Market (ATM) sales program, executed at a weighted-average price of $8.43 per share
Factors Affecting Our Performance
−Removed: We believe there are several important factors that we expect to impact our operating performance and results of operations, including:
+Added: There are several important factors that we expect to impact our operating performance and results of operations, including:
+Added: • The adoption of ultrasensitive MRD testing.
+Added: We are pioneering the ultrasensitive MRD testing market with the belief that an ultrasensitive approach will lead to earlier intervention and the ability to better trust that a negative MRD patient is likely cancer-free.
+Added: There are no assurances that the market will value ultrasensitive testing over other ways to monitor cancer and look for recurrence and disease.
• The continued development of the market for genomic-based tests.
Our performance depends on the willingness of pharmaceutical companies, enterprise customers, and oncologists to continue to seek more comprehensive molecular information to develop more efficacious cancer therapies.
−Removed: • The adoption of ultra-sensitive MRD testing.
−Removed: We are pioneering the ultra-sensitive MRD testing market with the belief that an ultra-sensitive approach will lead to earlier intervention and the ability to better trust that a negative MRD patient is likely cancer-free.
−Removed: There are no assurances that the market will value ultra-sensitive testing over other ways to monitor cancer and look for recurrence and disease.
−Removed: • Increasing adoption of our products and solutions by existing bio-pharma customers.
+Added: • Increasing adoption of our testing services and solutions by existing bio-pharma customers.
Our performance depends on our ability to retain and broaden adoption with existing customers.
−Removed: Because our technology is novel, some customers begin using our products by initiating pilot studies involving a small number of samples to gain experience with our service.
+Added: Because our technology is novel, some customers begin using our testing services by initiating pilot studies involving a small number of samples to gain experience with our service.
As a result, historically a significant portion of our revenue has come from existing customers.
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We expect there may be some variation in the number of samples they choose to test each quarter.
−Removed: • Adoption of our products and solutions by new customers.
−Removed: While new customers initially may not account for significant revenue, we believe that they have the potential to grow substantially over the long term as they gain confidence in our service.
+Added: • Adoption of our testing services by new customers.
+Added: While new customers initially may not account for significant revenue, we believe that they have the potential to grow substantially over the long term as they gain confidence in our testing services.
Our ability to engage new customers is critical to our long-term success.
−Removed: Our publications, posters and presentations at scientific conferences lead to engagement at the scientific level with potential customers who often make the initial decision to gain experience with our products.
−Removed: Accessing these new customers through scientific engagement and marketing to gain initial buy-in is critical to our success and gives us the opportunity to demonstrate the utility of our products.
+Added: Our publications, posters and presentations at scientific conferences lead to engagement at the scientific level with potential customers who often make the initial decision to gain experience with our testing services.
+Added: Accessing these new customers through scientific engagement and marketing to gain initial buy-in is critical to our success and gives us the opportunity to demonstrate the utility of our testing services.
• Obtaining coverage and reimbursement status of our diagnostic tests.
−Removed: Building our clinical laboratory business is subject to a number or reimbursement challenges and we may not be able to establish the medical necessity of our tests (coverage) or payment rates that cover our costs (reimbursement).
−Removed: • Our revenue and cost are affected by the volume of samples we receive from customers from period to period.
+Added: We believe having our tests covered by Medicare is important to—and a key catalyst for—clinical revenue and market share growth in the MRD testing market.
+Added: Our NeXT Personal Dx test received Medicare coverage for post-treatment surveillance of cancer recurrence in patients with Stage II and III breast cancer in November 2025, with an effective date of October 7, 2025.
+Added: Our NeXT Personal Dx test also received Medicare coverage for surveillance of patients with Stage I to III NSCLC in February 2026, with an effective date of January 9, 2026.
+Added: Coverage decision for one additional indication is pending.
+Added: We may not be able to establish the medical necessity of this additional indication (coverage) or payment rates that cover our costs (reimbursement).
+Added: • Our revenues and costs are affected by the volume of samples we receive from customers from period to period.
The timing and size of sample shipments received after orders have been placed is variable.
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Since many of our customers request defined turnaround times, we employ project managers to coordinate and manage the complex process from sample receipt to sequencing and delivery of results.
−Removed: • Investment in product innovation to support growth.
−Removed: Investment in research and development, including the development of new products and capabilities is critical to establish and maintain our leading position.
−Removed: We have invested significantly in our NeXT platform, introducing new products and additional capabilities.
−Removed: We are also collaborating with KOLs to support the clinical utility of our products.
+Added: • Investment in service innovation to support growth.
+Added: Investment in research and development, including the development of new services and capabilities is critical to establish and maintain our leading position.
+Added: We have invested significantly in our NeXT platform, introducing new services and additional capabilities.
+Added: We are also collaborating with KOLs to support the clinical utility of our testing services.
We believe this work is critical to gaining customer adoption and expect our investments in these efforts to continue.
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We have invested significantly in our sample processing capabilities and commercial infrastructure.
−Removed: With our current operating model and infrastructure, we can increase our production and commercialize new generations of our products.
+Added: With our current operating model and infrastructure, we can increase our production and commercialize new generations of our testing services.
We expect to grow our revenue and spread our costs over a larger volume of services.
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We derive our revenue primarily from sales of genomic testing services to the following five customer types:
−Removed: • Pharma tests and services includes sales of testing services and data analytics for clinical trials and research to pharmaceutical companies in support of their drug development programs.
+Added: • Pharma testing services includes sales of testing services and data analytics for clinical trials and research to pharmaceutical companies in support of their oncology drug development programs.
• Enterprise sales includes sales of tumor profiling and diagnostic tests directly to another business as an input to their products.
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All of the revenue in this category is from our partnership with the VA MVP.
−Removed: • Clinical diagnostic includes sales of comprehensive tumor profiling test that is used to help select therapy for a cancer patient and identify potential clinical trials for a patient, and sales of ultra-sensitive, tumor-informed diagnostic tests, ordered by healthcare providers for cancer patients.
+Added: • Clinical diagnostic includes sales of comprehensive tumor profiling test that is used to help select therapy for a cancer patient and identify potential clinical trials for a patient, and sales of ultrasensitive, tumor-informed diagnostic tests, ordered by healthcare providers for cancer patients.
Revenue in this category is derived from Medicare and private insurance reimbursements.
• Other includes sales of genomic tests and analytics to universities and non-profits.
+Added: Other also includes royalty payments for the patents licensed by the Company.
Our ability to increase revenue will depend on our ability to further increase sales to these groups of customers and expand our customer base within each group.
−Removed: To do this, we are developing a growing set of state-of-the-art services and products;
+Added: To do this, we are developing a growing set of state-of-the-art services;
advancing our operational infrastructure;
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focusing our marketing efforts on large pharmaceutical companies;
−Removed: building and publishing the clinical evidence-base to support our products and services in our key indications, pursuing reimbursement coverage from Medicare and other payors;
+Added: building and publishing the clinical evidence-base to support our testing services in our key indications, pursuing reimbursement coverage from Medicare and other payors;
and seeking additional partnerships.
−Removed: We market to biopharma customers and doctors through a small
−Removed: direct sales force.
−Removed: In late 2023, we entered into an agreement with Tempus to co-commercialize NeXT Personal Dx in the clinical diagnostics market and will be leveraging Tempus' significantly larger sales force as a key vector to grow our clinical diagnostic business.
+Added: We market to biopharma customers and doctors through a small direct sales force.
+Added: In late 2023, we entered into an agreement with Tempus to commercialize NeXT Personal Dx in the clinical diagnostics market and will be leveraging Tempus' significantly larger sales force as a key vector to grow our clinical diagnostic business.
In late 2024, we expanded our collaboration partnership with Tempus to enable Tempus to market and sell NeXT Personal to Tempus' pharmaceutical and biotech customers who wish to bundle MRD testing with other Tempus offerings in a given study.
−Removed: We have one reportable segment which is providing advanced cancer genomic tests for precision oncology and personalized testing.
+Added: In July 2025, we further expanded our collaboration partnership with Tempus to authorize Tempus to market NeXT Personal Dx for colorectal cancer and extend the term of the Tempus Agreement through November 25, 2029.
+Added: We have one reportable segment which is to provide advanced cancer genomic testing services for precision oncology applications, personalized testing and other tests.
Most of our revenue to date has been derived from sales in the United States.
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Cost of Revenue
−Removed: Cost of revenue consists of raw materials costs, personnel costs (salaries, bonuses, stock-based compensation, payroll taxes, and benefits), laboratory supplies and consumables, depreciation and maintenance on equipment, and allocated facilities and information technology (“IT”) costs.
+Added: Cost of revenue consists of raw materials costs, personnel costs (salaries, bonuses, stock-based compensation, payroll taxes, and benefits), laboratory supplies and consumables, depreciation and maintenance on equipment, allocated facilities and information technology (“IT”) costs and clinical diagnostic test costs.
We expect variability in our gross margins over the medium-term due to fluctuations in customer mix and volume, investments in newer sequencing platforms and new capabilities such as automation of laboratory workflows, processing of diagnostic tests for the clinical market while we work to secure reimbursement, and costs related to our Fremont facility.
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Research and Development Expenses
−Removed: Research and development expenses consist of costs incurred for the research and development of our services and products and costs related to conducting studies and collaborations with partners to validate the clinical utility of our offerings.
+Added: Research and development expenses consist of costs incurred for the research and development of our testing services and costs related to conducting studies and collaborations with partners to validate the clinical utility of our offerings.
The expenses primarily consist of personnel costs (salaries, bonuses, stock-based compensation, payroll taxes, and benefits);
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We expense our research and development costs in the period in which they are incurred.
−Removed: We expect research and development expenses to remain consistent in the short-term since the completion of our reductions in workforce in 2023.
+Added: We expect research and development expenses to increase over time to support the growth of our clinical diagnostic offerings.
Selling, General and Administrative Expenses
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We expense all selling, general and administrative costs as incurred.
−Removed: Selling, general and administrative expenses have decreased since the completion of our reductions in workforce in 2023.
−Removed: But we expect them to increase over the medium term as we commercialize our clinical diagnostic offerings.
−Removed: Lease Impairment
−Removed: We recognized an impairment loss for operating lease right-of-use assets as a result of the change in use of our Menlo Park facility during the third quarter of 2023.
−Removed: Restructuring and Other Charges
−Removed: Restructuring and other charges consists of charges in connection with our reductions in workforce and charges in connection with the closure of our China operations.
+Added: We expect selling, general and administrative expenses to increase over time to support the growth of our clinical diagnostic offerings and expected gain of market share.
Interest Income and Interest Expense
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Other Income (Expense), Net
−Removed: In connection with our November 2023 agreement with Tempus, we issued two warrants to Tempus to purchase, in the aggregate, up to 9,218,800 shares of our common stock (the “Tempus Warrants”).
−Removed: Other income (expense), net consists primarily of a noncash loss related to the remeasurement and settlement of the Tempus Warrants.
−Removed: Other income (expense), net also includes foreign currency exchange gains and losses.
+Added: Other income (expense), net includes foreign currency exchange gains and losses.
+Added: Other income (expense), net during the year ended December 31, 2024 consisted primarily of a noncash loss related to the remeasurement of the warrants issued in connection with our November 2023 agreement with Tempus, which was exercised in full and settled in August 2024.
Trend Financial Information
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Weighted-average shares outstanding, basic and diluted
−Removed: (1) Includes related party revenue of $2.0 million for the year ended December 31, 2024.
−Removed: (2) Includes related party sales and marketing expenses of $0.5 million for the year ended December 31, 2024.
+Added: (1) Includes related party revenue of $5.4 million and $2.0 million for the years ended December 31, 2025 and December 31, 2024, respectively.
+Added: (2) Includes related party sales and marketing expenses of $4.6 million and $0.5 million for the years ended December 31, 2025 and December 31, 2024, respectively.
(3) Includes related party other expense of $18.3 million in connection with the change in fair value of Tempus Warrants for the year ended December 31, 2024.
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Working capital
+Added: Total assets (1)
Long-term obligations
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Total stockholders' equity
+Added: (1) Includes related party accounts receivable of $2.5 million as of December 31, 2025 and December 31, 2024.
+Added: (2) Includes related party liabilities of $5.7 million and $2.9 million as of December 31, 2025 and December 31, 2024, respectively.
Results of Operations
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The following table shows revenue by customer type (in thousands, except percentages):
−Removed: Year Ended December 31,
−Removed: Pharma tests and services (1)
+Added: Years Ended December 31,
+Added: Pharma testing services (1)
Enterprise sales
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Total revenue
−Removed: (1) Includes related party revenue of $2.0 million for the year ended December 31, 2024.
+Added: (1) Includes related party revenue of $5.4 million and $2.0 million for the years ended December 31, 2025 and December 31, 2024, respectively.
The following table shows customers that made up at least 10% of total revenue in each year presented:
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* Less than 10% of revenue
−Removed: Pharma tests and services
−Removed: The primary driver for the increase in pharma tests and services revenue in 2024 was due to increases in revenue from one of our personalized cancer therapy customers that ramped up clinical trial patient enrollments.
−Removed: Revenue from this customer increased $20.0 million in 2024 compared with the prior year.
−Removed: Revenue from this customer is expected to decline over the next few quarters until this customer is ready to commercialize its personalized cancer therapy program, or until other projects increase in size.
+Added: Pharma testing services
+Added: The decrease in pharma testing services revenue in 2025 was primarily due to a decrease in the clinical trial samples processed for Moderna in addition to a small decline in selling prices.
+Added: This decline was primarily due to conclusion of the patient enrollment for Moderna’s Phase 3 melanoma trial in 2024.
+Added: We expect variability in revenue from pharmaceutical companies in the future due to the timing of their patient enrollment for clinical trials or project schedules.
Enterprise sales
−Removed: Revenue from enterprise sales decreased in 2024 due to lower average selling prices.
−Removed: The number of samples we processed for Natera increased by over 7%, but such increase was offset by lower selling prices.
−Removed: We launched a reduced-cost version of our exome product offering for Natera near the end of the first quarter of 2024 to support their requirement for an overall reduction in price.
−Removed: Our agreement with Natera included minimum volume commitments through the end of 2024.
−Removed: We amended our agreement with Natera during the fourth quarter of 2024 to extend minimum volume commitments through the second quarter of 2025.
+Added: The decrease in revenue from enterprise sales in 2025 was mainly due to the expected decrease in the number of samples processed for Natera after the second quarter of 2025 when the minimum volume commitments in our agreement with Natera expired.
+Added: We no longer have a material commercial relationship with Natera and do not expect to have one going forward.
Population sequencing
Revenue recognized each period from population sequencing is impacted by timing of our fulfillment of samples under each annual task order.
−Removed: The decrease in revenue in 2024 was due to a decrease in the number of samples we processed in addition to a small decline in selling prices.
+Added: The increase in revenue in 2025 was due to an increase in the total number of samples we processed.
Our annual task orders received in 2025 and 2024 were $13.5 million and $7.5 million, respectively.
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Therefore, we may modulate the volume of samples processed from the VA MVP to accommodate sample volumes from other customers, which can vary from period to period.
−Removed: We anticipate fulfilling the new task order received in September 2024 during the first three quarters of 2025.
+Added: We anticipate fulfilling the new task order received in August 2025 during the first three quarters of 2026.
Clinical diagnostic
−Removed: Clinical diagnostic revenue is generated from Medicare and private insurance payors, In January 2024, we received a Medicare coverage determination for NeXT Dx, our ultra-comprehensive tumor genomic profiling assay.
−Removed: The revenue of $0.8 million in 2024 was mainly due to an increase in NeXT Dx tests reimbursed by Medicare.
−Removed: We delivered a total of 3,285 molecular cancer tests in 2024.
+Added: Clinical diagnostic test revenue is generated from Medicare and private insurance payors.
+Added: In January 2024, we received a Medicare coverage determination for NeXT Dx, our ultra-comprehensive tumor genomic profiling assay.
+Added: In November 2025, we received Medicare coverage determination for NeXT Personal Dx for post-treatment surveillance of cancer recurrence in patients with Stage II and III breast cancer, with an effective date of October 7, 2025.
+Added: In February 2026, we also received Medicare coverage for NeXT Personal Dx for surveillance of patients with Stage I to III NSCLC, with an effective date of January 9, 2026.
+Added: The increase in clinical diagnostic revenue was mainly attributable to an increase in NeXT Dx test volume and NeXT Personal Dx reimbursements received from certain private payors.
+Added: The increase in other revenue was mainly due to royalty payments for patents licensed by the Company.
Costs and Expenses
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Selling, general and administrative
−Removed: Lease impairment
−Removed: Restructuring and other charges
Total costs and expenses
−Removed: * Not meaningful
Cost of revenue
−Removed: The increase in cost of revenue in 2024 was primarily due to higher revenue levels (revenue increased 15% over the same period).
−Removed: Cost of revenue increased at a lesser rate as compared to the corresponding revenue increases primarily because of lower labor costs resulting from prior workforce reductions and operational efficiencies.
−Removed: Specific components of the increase were a $4.0 million increase in direct material costs due to support higher revenue levels, a $2.1 million increase in allocated facilities and equipment costs (mainly due to moving our laboratory from our Menlo Park facility to our Fremont facility in the third quarter of 2023), partially offset by a
−Removed: $2.8 million decrease in labor costs and a $0.7 million decrease in shared laboratory costs due to greater usage of our laboratory capacity for R&D projects.
+Added: The decrease in cost of revenue in 2025 was primarily due to lower revenue levels (revenue decreased 18% over the same period).
+Added: Cost of revenue decreased at a lesser rate as compared to the corresponding revenue decreases, primarily due to lower fixed overhead absorption and increased clinical diagnostic test costs where the corresponding revenue and reimbursement amounts were less than the cost of the testing services due to selling testing services in advance of reimbursement in order to gain market share.
+Added: Specific components of the decrease were a $10.3 million decrease in direct material costs due to lower biopharma revenue levels, a $0.7 million decrease in depreciation expenses resulting from capital equipment spend timing, partially offset by a $4.6 million increase in diagnostic test costs, a $1.5 million increase in laboratory supplies, a $0.7 million increase in equipment repairs and maintenance and a $0.3 million increase in personnel costs.
Research and development
−Removed: The decrease in research and development expenses in 2024 was primarily due to cost savings from our workforce reductions in 2023 and lower sample processing costs for product development, collaborations, and clinical evidence generation.
−Removed: Specific components of the decrease include a $6.3 million decrease in personnel-related costs driven by our workforce reductions, a $4.7 million decrease in allocated facilities costs (primarily due to a reduction in R&D usage of our facilities relative to other functions, as well as lower facilities costs in general), and a $4.9 million decrease in sample processing costs incurred in our laboratory for product development, collaborations, and clinical evidence generation.
+Added: The increase in research and development expenses in 2025 was primarily due to an increase in expenses related to collaborations and development of clinical evidence to support reimbursement initiatives, technology development, automation of laboratory processes, personnel-related costs and professional service, partially offset by decrease in lab supplies utilized.
+Added: Specific components of the increase were a $1.6 million increase in research and development collaboration costs, a $0.6 million increase in personnel and personnel-related costs driven by increased headcount in 2025, a $0.3 million increase in professional service, a $0.3 million increase in repairs and maintenance and a $0.1 million increase in depreciation expense, partially offset by a $1.5 million decrease in lab supplies utilized.
Selling, general and administrative
−Removed: The decrease in selling, general and administrative expenses was primarily due to lower professional outside services expenses and cost savings from our workforce reductions in 2023.
−Removed: Specific components of the decrease were a $3.1 million decrease in professional outside services, a $2.9 million decrease in personnel-related costs driven by our workforce reductions, and a $0.5 million decrease in office equipment costs;
−Removed: partially offset by a $1.4 million increase in allocated facilities costs, $1.0 million increase in other outside services and office expenses and a $0.6 million increase in other marketing costs, including trade shows expenses.
−Removed: Lease impairment
−Removed: During the third quarter of 2023, we completed the move of our laboratory operations from our Menlo Park facility to our Fremont facility and began actively marketing the Menlo Park space for sublease.
−Removed: Accordingly, we evaluated the ongoing value of the operating lease right-of-use asset associated with the Menlo Park facility.
−Removed: Based on this evaluation, we determined that the right-of-use asset with a carrying amount of $6.7 million was no longer recoverable and was impaired and wrote it down to its estimated fair value of $1.1 million, which resulted in a noncash impairment loss of $5.6 million.
−Removed: Estimated fair value was based on expected future sublease cash flows (with the assistance of a third-party real estate broker), net of brokerage commissions and estimated tenant incentives, discounted at a market rate of return on similar assets.
−Removed: The estimation of fair value also included expected downtime prior to the commencement of a future sublease.
−Removed: Restructuring and other charges
−Removed: We reduced our workforce during the first quarter of 2023 and the fourth quarter of 2023 to reduce our cash burn and increase operating efficiencies, which combined affected about 100 employees.
−Removed: We also closed our China operations.
−Removed: The $8.1 million in restructuring and other charges recognized in 2023 is comprised of $7.5 million in one-time employee termination benefits (including costs related to termination of our former China employees) and $0.6 million of other noncash charges (primarily asset disposals and impairments in connection with the closure of our China operations).
+Added: The increase in selling, general and administrative expenses was primarily due to an increase in commercial related expenses associated with increases in testing volume for NeXT Personal Dx.
+Added: Specific components of the increase were a $4.5 million increase in marketing and marketing-related expenses such as trade show expenses and Tempus' sales & marketing expenses, a $2.3 million increase in personnel and personnel-related costs driven by increased headcount in 2025, a $1.3 million increase in costs for marketing to physicians, a $0.6 million increase in office expenses, partially offset by a $0.6 million decrease in depreciation costs, a $0.4 million decrease in repairs and maintenance costs, and a $0.3 million decrease in facilities expenses.
Interest Income, Interest Expense and Other Income (Expense), Net
5 unchanged sentences
Interest income and interest expense
−Removed: The decrease in interest income was due to lower average investment balances in 2024, partially offset by increased yields on our investments.
+Added: The increase in interest income was driven by higher average investment balances, partially offset by decreased yields.
Interest expense is the recognition of imputed interest on noninterest bearing loans.
Other income (expense), net
−Removed: In connection with our November 2023 agreement with Tempus, we issued two warrants to purchase, in the aggregate, up to 9,218,800 shares of our common stock ("Tempus Warrants") at an average exercise price of $2.00 per share.
−Removed: If Tempus acquired any shares of common stock directly from us other than by exercising the warrants, then the total number of shares issuable upon exercise of the warrants would have been reduced by such shares.
−Removed: Because the number of shares issuable upon settlement were subject to adjustment, the warrants were classified as liability instruments while outstanding and were subject to remeasurement at each balance
−Removed: sheet date, with changes in fair value recognized as other income (expense), net.
−Removed: In August 2024, Tempus exercised in full the Tempus Warrants for $18.4 million in cash;
−Removed: as such there will be no further noncash gains or losses associated with the Tempus Warrants going forward.
−Removed: Prior to the exercise, we recognized noncash losses of $18.3 million as a result of increases in the fair value of the Tempus Warrants in other income (expense), net in the consolidated statements of operations during the year ended December 31, 2024.
−Removed: The initial fair value at the time of issuance of the warrants of $6.9 million exceeded the total proceeds received from Tempus of $6.0 million, which resulted in a loss of $0.9 million.
−Removed: In addition, we recognized noncash losses of $3.1 million as a result of increases in the fair value of the Tempus Warrants after the issuance date in 2023.
−Removed: The increase in fair value, plus the immediate loss of $0.9 million, resulted in a $4.0 million expense, which was recognized in other income (expense), net in the consolidated statements of operations during the year ended December 31, 2023.
−Removed: Separately, upon dissolution of our China entity (Personalis (Shanghai) Ltd) during the first quarter of 2024, we reclassified an accumulated foreign currency translation loss of $0.2 million to other income (expense), net.
+Added: Other income (expense), net in 2025, consisted mainly of foreign currency remeasurements.
+Added: Other income (expense), net in 2024, consisted mainly of an $18.3 million noncash loss, recognized as a result of remeasurement of the Tempus Warrants, which were exercised in full in August 2024.
Liquidity and Capital Resources
1 unchanged sentence
Cash and cash equivalents, and short-term investments
−Removed: Property and equipment, net
Contract liabilities
5 unchanged sentences
We have based these future funding requirements on assumptions that may prove to be wrong, and we could utilize our available capital resources sooner than we expect.
−Removed: If our available cash balances and anticipated cash flow from operations are insufficient to satisfy our liquidity requirements, including because of lower demand for our services or other risks described in this Annual Report on Form 10-K, we may seek to sell additional common or preferred equity or convertible debt securities, enter into an additional credit facility or another form of third-party funding or seek other debt financing.
−Removed: We filed a sales agreement prospectus supplement in December 2024, pursuant to which we may offer and sell up to $50.0 million of shares of our common stock through our ATM facility.
+Added: If our available cash balances and anticipated cash flow from operations are insufficient to satisfy our liquidity requirements, including because of lower demand for our testing services or other risks described in this Annual Report on Form 10-K, we may seek to sell additional common or preferred equity or convertible debt securities, enter into an additional credit facility or another form of third-party funding or seek other debt financing.
+Added: We filed a sales agreement prospectus supplement in November 2025, pursuant to which we offered and sold $100.0 million of shares of our common stock through our ATM facility.
+Added: As of December 31, 2025, approximately $21.3 million remained available for sale, which was subsequently sold in January 2026.
The sale of equity and convertible debt securities may result in dilution to our stockholders and, in the case of convertible debt, those securities could provide for rights, preferences or privileges senior to those of our common stock.
−Removed: The terms of debt securities issued or borrowings pursuant to a credit agreement could impose significant restrictions on our operations.
+Added: The terms of debt securities issued or borrowings pursuant to
+Added: a credit agreement could impose significant restrictions on our operations.
Additional capital may not be available on reasonable terms, or at all.
3 unchanged sentences
Net cash used in operating activities
−Removed: Net cash provided by (used in) investing activities
+Added: Net cash used in investing activities
Net cash provided by financing activities
−Removed: The $11.1 million decrease in cash used in operating activities in 2024 was primarily due to lower operating expenses, particularly lower payroll expenses as a result of our workforce reductions in 2023 and higher gross margin, due to a combination of higher revenue levels and higher gross margin percentage.
−Removed: These increases in operating cash flow were partially offset by changes in working capital.
−Removed: Notably, during the first half of 2023 we received significant customer deposits in connection with our agreement with Moderna to support its ongoing clinical trials project for development of a personalized cancer therapy and the customer deposit did not repeat in 2024.
−Removed: We also paid more in rent in 2024 as compared to 2023 for our Fremont headquarters due to the end of a free rent period plus escalating rent payments.
−Removed: Furthermore, we paid more to vendors in 2024 as compared to 2023 due to timing of vendor shipments and billings.
−Removed: The $48.2 million decrease in cash provided by investing activities in 2024 was due to increase in investments of our cash into short-term investments by $17.8 million and reduction in maturities of our short-term investments by $40.0 million, partially offset by a $9.3 million reduction in capital expenditures.
−Removed: The $103.6 million increase in cash provided by financing activities was driven by $50 million from Merck purchasing shares under an investment agreement, $36.2 million from Tempus exercising warrants and purchasing additional shares under an investment agreement, $26.6 million higher net proceeds from sales of common stock under our ATM facility, and $2.1 million lower repayments of loans;
−Removed: partially offset by $1.2 million payments of costs associated with the Tempus and Merck investments, and $0.6 million lower proceeds from our employee incentive plans.
−Removed: In addition, we received $6.0 million in proceeds from the issuance of Tempus Warrants and $3.4 million from loans in 2023, which did not occur in 2024.
+Added: The increase in cash used in operating activities was primarily due to working capital needs and lower revenue with reduced gross margin.
+Added: The decrease in cash used in investing activities was due to a $15.6 million decrease in investment of our cash into short-term investments, partially offset by a $3.1 million increase in capital expenditures.
+Added: The increase in cash provided by financing activities was due to $96.7 million higher net proceeds from sales of common stock under our ATM facility, $2.6 million higher proceeds from loans, $2.4 million higher proceeds from issuance of common stock under our equity incentive plans, and $1.0 million lower payments of costs associated with the Tempus and Merck investments, partially offset by $50.0 million in net proceeds from sale of common stock under the Merck investment agreement and $36.2 million in net proceeds of the Tempus warrant exercise and stock sale in 2024, and a $0.9 million higher repayments of loans.
Material Cash Requirements
8 unchanged sentences
Our primary use of cash relates to employee compensation, spend on professional services, spend related to research and development projects, and other costs related to our research and development, selling, general and administrative functions.
−Removed: We currently expect our spending in these areas to remain similar to the levels in 2024.
+Added: We currently expect our spending in these areas to increase compared to the levels in 2025 to support the growth of our clinical diagnostic offerings.
On a long-term basis, we manage future cash requirements relative to our long-term business plans.
2 unchanged sentences
Going forward, our capital expenditures are expected to consist primarily of laboratory equipment and computer equipment.
−Removed: We currently expect capital expenditures to be approximately $8.0 million in 2025 and between $7 million to $10 million in each of the years 2026 and 2027.
+Added: We currently expect capital expenditures to be between $8 million to $10 million in 2026 and between $10 million to $12 million in each of the years 2027 and 2028.
Property leases .
2 unchanged sentences
As of December 31, 2025, we have an outstanding noninterest bearing loan that was used to finance the purchase of equipment for our laboratory.
−Removed: We owe a total of $1.8 million, of which the majority is payable in 2025.
+Added: We owe a total of $2.1 million, of which $1.2 million was paid in January 2026 and $0.9 million is payable in 2027.
Further discussion of this loan can be found in Part II, Item 8 of this Form 10-K in the Notes to Consolidated Financial Statements in Note 6, “Loans.”
2 unchanged sentences
The preparation of our consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses, and related disclosures.
−Removed: Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources.
+Added: Our estimates are based on our historical experience and on various other factors that we believe are
+Added: reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources.
Actual results may differ from these estimates under different assumptions or conditions.
9 unchanged sentences
The fixed prices identified in the arrangements only change if a pricing amendment is agreed with a customer.
−Removed: In limited cases we provide our customers a discount if samples received above a certain volume are purchased.
+Added: In some cases, we provide our customers a discount if samples received above a certain volume are purchased.
In such cases, the discount applies prospectively.
1 unchanged sentence
We have concluded that such discounts generally do not represent a material right provided to a customer since they are not deemed to be incremental to the pricing offered to the customer or are not enforceable options to acquire additional goods.
−Removed: As a result, these discounts do not constitute a material right and do not meet the definition of a separate performance obligation, except in limited instances.
+Added: As a result, these discounts do not constitute a material right and do not meet the definition of a separate performance obligation.
We do not offer retrospective discounts or rebates.
6 unchanged sentences
Our concluded incremental borrowing rate for this remeasured lease was 10.5%, which resulted in a lease liability and right-of-use asset of $31.8 million.
−Removed: During the third quarter of 2023, we completed the move of our laboratory operations from our Menlo Park facility to our Fremont facility and began actively marketing the Menlo Park space for sublease.
−Removed: Accordingly, we evaluated the ongoing value of the operating lease right-of-use asset associated with the Menlo Park facility.
−Removed: Based on this evaluation, we determined that the right-of-use asset with a carrying amount of $6.7 million was no longer recoverable and was impaired and wrote it down to its estimated fair value of $1.1 million, which resulted in a noncash impairment loss of $5.6 million.
−Removed: Estimated fair value was based on expected future sublease cash flows (with the assistance of a third-party real estate broker), net of brokerage commissions and estimated tenant incentives, discounted at a market rate of return on similar assets.
−Removed: The estimation of fair value also included expected downtime prior to the commencement of a future sublease.
+Added: During the third quarter of 2023, we completed the move of our laboratory operations from our Menlo Park facility to our Fremont facility, resulting in a lease impairment charge at that time.
+Added: We are actively marketing the Menlo Park space for sublease.
+Added: In September 2025, we entered into an agreement to lease lab equipment for 36 months with 33 monthly payments of $0.1 million, commencing in January 2026.
+Added: We classified this as a finance lease because the agreement contains an early buyout option that we are reasonably certain to exercise.
+Added: Accordingly, we recognized a finance lease asset and a finance lease liability at the lease commencement date.
+Added: In accordance with the agreement, in January 2026, we exercised the purchase option and paid $2.1 million.
Common Stock Warrants
1 unchanged sentence
In connection with this agreement, we issued to Tempus two warrants to purchase, in the aggregate, up to 9,218,800 shares of our common stock.
−Removed: In August 2024, Tempus exercised the warrants in full to purchase 9,218,800 shares of Personalis common stock for $18.4 million in cash, at an average exercise price of $2.00 per share.
+Added: In August 2024, Tempus exercised the warrants in full to purchase 9,218,800 shares of our common stock for $18.4 million in cash, at an average exercise price of $2.00 per share.
The Tempus Warrants included a provision under which the total number of shares issuable upon settlement were subject to adjustment.
5 unchanged sentences
• Expected Term —The expected term assumption represents the contractual period of each of the two warrants.
−Removed: • Expected Volatility —Expected volatility was based on the Company's actual historical volatility over the expected terms of the warrants.
+Added: • Expected Volatility —Expected volatility was based on the actual historical volatility of our common stock over the expected terms of the warrants.
• Expected Dividend Yield —The Black-Scholes option-pricing valuation model calls for a single expected dividend yield as an input.
20 unchanged sentences
Related Party Transactions
−Removed: Restructuring and Other Charges
Stock-Based Compensation
7 unchanged sentences
CONSOLIDATED BALAN CE SHEETS
−Removed: (in thousands, except share and per share data)
+Added: (in thousands, except share and per value data)
+Added: December 31, 2025
+Added: December 31, 2024
Current assets
13 unchanged sentences
Contract liabilities
−Removed: Short-term warrant liability
Total current liabilities
Long-term operating lease liabilities
−Removed: Long-term warrant liability
Other long-term liabilities (3)
6 unchanged sentences
Additional paid-in capital
−Removed: Accumulated other comprehensive loss
+Added: Accumulated other comprehensive income (loss)
Accumulated deficit
1 unchanged sentence
Total liabilities and stockholders’ equity
−Removed: (1) Includes related party accounts receivable of $ 2.5 million as of December 31, 2024.
−Removed: (2) Includes related party liabilities of $ 1.7 million as of December 31, 2024.
+Added: (1) Includes related party accounts receivable of $ 2.5 million as of December 31, 2025 and December 31, 2024, respectively.
+Added: (2) Includes related party liabilities of $ 5.7 million and $ 1.7 million as of December 31, 20 25 and December 31, 2024, respectively.
(3) Includes related party liabilities of $ 1.2 million as of December 31, 2024.
−Removed: See notes to consolidated financial statements.
+Added: See Notes to the Consolidated Financial Statements.
PERSONALIS, INC.
6 unchanged sentences
Selling, general and administrative (2)
−Removed: Lease impairment
−Removed: Restructuring and other charges
Total costs and expenses
7 unchanged sentences
Weighted-average shares outstanding, basic and diluted
−Removed: (1) Includes related party revenue of $ 2.0 million for the year ended December 31, 2024.
−Removed: (2) Includes related party sales and marketing expenses of $ 0.5 million for the year ended December 31, 2024.
+Added: (1) Includes related party revenue of $ 5.4 million and $ 2.0 million for the years ended December 31, 2025 and December 31, 2024, respectively.
+Added: (2) Includes related party sales and marketing expenses of $ 4.6 million and $ 0.5 million for the years ended December 31, 2025 and December 31, 2024, respectively.
(3) Includes related party other expense of $ 18.3 million in connection with the change in fair value of Tempus Warrants for the year ended December 31, 2024.
−Removed: See notes to consolidated financial statements.
+Added: See Notes to the Consolidated Financial Statements.
PERSONALIS, INC.
9 unchanged sentences
Comprehensive loss
−Removed: See notes to consolidated financial statements.
+Added: See Notes to the Consolidated Financial Statements.
PERSONALIS, INC.
5 unchanged sentences
Balance—December 31, 2023
+Added: Proceeds from sale of common stock under Merck Investment Agreement, net of issuance costs
+Added: Exercise of Tempus Warrants
+Added: Proceeds from sale of common stock under Tempus Investment Agreement, net of issuance costs
Proceeds from sales of common stock under ATM facility, net of commissions
6 unchanged sentences
Balance—December 31, 2024
−Removed: Proceeds from sale of common stock under Merck Investment Agreement, net of issuance costs
−Removed: Exercise of Tempus Warrants
−Removed: Proceeds from sale of common stock under Tempus Investment Agreement, net of issuance costs
Proceeds from sales of common stock under ATM facility, net of commissions
6 unchanged sentences
Balance—December 31, 2025
−Removed: See notes to consolidated financial statements
+Added: See Notes to the Consolidated Financial Statements.
PERSONALIS, INC.
7 unchanged sentences
Noncash operating lease cost
−Removed: Noncash charges related to liability classified Tempus Warrants
+Added: Noncash gain related to liability classified Tempus Warrants
Amortization of discount on short-term investments
−Removed: Noncash restructuring and other charges
−Removed: Noncash lease impairment expense
Changes in operating assets and liabilities
Accounts receivable
−Removed: Inventory and other deferred costs
+Added: Inventories and other deferred costs
Prepaid expenses and other assets
10 unchanged sentences
Proceeds from sales of property and equipment
−Removed: Net cash (used in) provided by investing activities
+Added: Net cash used in investing activities
Cash flows from financing activities:
Proceeds from sales of common stock under ATM facility, net of commissions
−Removed: Proceeds from issuance of Tempus Warrants
Proceeds from exercise of Tempus Warrants
17 unchanged sentences
Acquisition of property and equipment included in accounts payable and accrued liabilities
−Removed: (1) Includes a change in related party receivable of $ 2.0 million for the year ended December 31, 2024.
−Removed: (2) Includes a change in related party payable and accruals of $ 0.7 million for the year ended December 31, 2024.
−Removed: See notes to consolidated financial statements.
+Added: Finance lease assets obtained in exchange for finance lease liabilities
+Added: (1) Includes a change in related party liabilities of $ 2.8 million for the year ended December 31, 2025.
+Added: See Notes to the Consolidated Financial Statements.
PERSONALIS, INC.
2 unchanged sentences
Personalis, Inc.
−Removed: (the "Company" or "Personalis") develops, markets, and sells advanced cancer genomic tests and services.
−Removed: The services are used by pharmaceutical companies for translational research, biomarker discovery, the development of personalized cancer therapies, and for clinical trials.
−Removed: The tests are used by physicians to detect residual or recurrent cancer in patients, monitor cancer response to therapy, and uncover insights for therapy selection.
−Removed: The Company also provides whole exome and whole genome sequencing services for other diagnostic companies and population sequencing initiatives.
−Removed: The principal markets for the Company’s tests and services are in the United States and Europe.
−Removed: The Company is expanding its business model to offer genomic tests directly to cancer patients in a clinical setting.
+Added: (the "Company" or "Personalis") develops, markets, and sells advanced cancer genomic testing services.
+Added: The testing services are used by physicians to detect residual or recurrent cancer in patients, monitor cancer response to therapy, and uncover insights for therapy selection.
+Added: The testing services are used by pharmaceutical companies for translational research, biomarker discovery, the development of personalized cancer therapies, and clinical trials.
+Added: The Company also provides whole exome sequencing services for other diagnostic companies and whole genome sequencing services for population sequencing initiatives.
+Added: The principal markets for the Company’s testing services are in the United States and Europe.
+Added: The Company is expanding its business model to offer genomic testing services directly to cancer patients in a clinical setting.
However, revenue generated from clinical customers was not significant for any periods presented in these consolidated financial statements.
2 unchanged sentences
During the first half of 2023, the Company terminated its operations in China and the Company completed the process of dissolving the Personalis (Shanghai) Ltd entity in February 2024.
−Removed: Refer to Note 9, Restructuring and Other Charges, for further information.
−Removed: The Company operates and manages its business as one reportable operating segment, which is providing advanced cancer genomic tests and services for precision oncology applications, personalized testing, and other tests.
+Added: The Company operates and manages its business as one reportable operating segment, which is to provide advanced cancer genomic testing services for precision oncology applications, personalized testing, and other tests.
The Company has incurred losses to date and expects to incur additional losses for the foreseeable future.
−Removed: The Company continues to invest the majority of its resources in the development and growth of its business, including investments in product development and sales and marketing efforts.
+Added: The Company continues to invest the majority of its resources in the development and growth of its business, including investments in research and development and sales and marketing efforts.
The Company’s activities have been financed to date primarily through the sale of its equity securities and cash from operations.
5 unchanged sentences
and its wholly owned subsidiaries, Personalis (UK) Ltd.
−Removed: and Personalis (Shanghai) Ltd.
+Added: and Personalis (Shanghai) Ltd (the latter entity until its dissolution during the first quarter of 2024) .
All intercompany balances and transactions have been eliminated in consolidation.
4 unchanged sentences
The estimates include, but are not limited to, revenue recognition, useful lives assigned to long-lived assets, discount rates for lease accounting, the valuation of stock options, the valuation of common stock warrants, provisions for income taxes, and fair value of lease right-of-use assets.
−Removed: Actual results could differ from these estimates, and such differences could be material to the Company’s consolidated financial position and results of operations.
−Removed: At-the-Market Equity Offerings
−Removed: In December 2021, the Company entered into an At-the-Market ("ATM") Sales Agreement with BTIG, LLC (“BTIG”), as amended in December 2023 (the “Sales Agreement”), under which it was permitted to offer and sell its common stock from time to time through BTIG as its sales agent.
−Removed: BTIG agreed to use commercially reasonable efforts to sell the Company’s common stock from time to time, based upon instructions from the Company (including any price, time or size limits or other customary parameters or conditions the Company may impose).
−Removed: The Company agreed to pay BTIG a commission of up to 3 % of the gross sales proceeds of any common stock sold through BTIG under the Sales Agreement.
−Removed: The Company was not obligated to make any sales of common stock under the Sales Agreement.
−Removed: The Company issued and sold 6,660,731 and 1,935,214 shares of its common stock at a weighted-average price of $ 4.61 and $ 1.85 per share under the Sales Agreement and received $ 30.1 million and $ 3.5 million in proceeds, net of commissions, during 2024 and 2023, respectively.
−Removed: In December 2024, the Company entered into an Amended and Restated At-the-Market Sales Agreement (the “Amended Sales Agreement”) with Piper Sandler & Co.
−Removed: (“Piper”) and BTIG.
−Removed: The Amended Sales Agreement amends and restates the Sales Agreement with BTIG, previously entered into in December 2021, as amended in December 2023, to add Piper as a sales agent (Piper and BTIG,
−Removed: together, the “Sales Agents”), among certain other changes.
−Removed: The Sales Agents have agreed to use commercially reasonable efforts to sell the Company’s common stock from time to time, based upon instructions from the Company (including any price, time or size limits or other customary parameters or conditions the Company may impose).
−Removed: The Company will pay the applicable Sales Agent a commission of up to 3 % of the gross sales proceeds of any common stock sold through such Sales Agent under the Amended Sales Agreement.
−Removed: The Company is not obligated to make any sales of common stock under the Amended Sales Agreement.
+Added: Actual results could differ from these estimates, and such diff erences could be material to the Company’s consolidated financial position and results of operations.
Concentration of Credit Risk and Other Risks and Uncertainties
20 unchanged sentences
Moderna, Inc.
+Added: US Department of Veterans Affairs
Merck & Co., Inc.
+Added: AstraZeneca UK Ltd
* Less than 10 % of revenue or accounts receivable
7 unchanged sentences
The Company has elected to exclude all sales and value added taxes from the measurement of the transaction price.
−Removed: Standard payment terms are typically 90 days or less from the invoice date, but may vary.
+Added: Standar d payment terms are typically 90 days or less from the invoice date, but they may vary.
In instances where the timing of revenue recognition differs from the timing of invoicing, the Company does not assess whether a contract has a significant financing component if the expectation at contract inception is such that the period between payment by the customer and the transfer of the promised services to the customer will be one year or less.
−Removed: After assessing each of its revenue-generating arrangements to determine whether a significant financing component exists, the Company concluded that a significant financing component does not exist in any of its arrangements.
+Added: After assessing each of its revenue-generating arrangements to determine whether a significant financing component exists, the Company concluded that a significant financing component does n ot exist in any of its arrangements.
The primary purpose of the Company's invoicing terms is to provide customers with simplified and predictable ways of purchasing services and to provide payment protection for the Company.
3 unchanged sentences
Cost of Revenue
−Removed: Cost of revenue consists of raw materials costs, personnel costs (salaries, bonuses, benefits, payroll taxes, and stock-based compensation), laboratory supplies and consumables, depreciation and maintenance on equipment, and allocated facilities and information technology (“IT”) costs.
+Added: Cost of revenue consists of raw materials costs, personnel costs (salaries, bonuses, benefits, payroll taxes, and stock-based compensation), laboratory supplies and consumables, depreciation and maintenance on equipment, allocated facilities and information technology (“IT”) costs and clinical diagnostic test costs .
Research and Development Expenses
6 unchanged sentences
Stock-Based Compensation
−Removed: The Company measures and recognizes compensation cost for all share-based awards, including stock options, restricted stock awards ("RSAs"), restricted stock unit awards ("RSUs"), performance stock awards ("PSAs") and employee stock purchases related to the Employee Stock Purchase Plan ("ESPP").
+Added: The Company measures and recognizes compensation cost for all share-based awards, including service-based stock options, performance-based stock options ("PSOs"), restricted stock awards ("RSAs"), restricted stock unit awards ("RSUs"), performance-based restricted stock unit awards ("PSUs"), performance stock awards ("PSAs") and employee stock purchases related to the Employee Stock Purchase Plan ("ESPP").
For options granted to employees, non-employees, and directors, stock-based compensation is measured at grant date based on the fair value of the award.
The Company determines the grant-date fair value of options using the Black-Scholes option-pricing model, except for certain performance-based awards for which an alternative valuation method may be used.
−Removed: The Company determines the fair value of restricted stock unit awards using the closing market price of the Company’s common stock on the date of grant.
+Added: determines the fair value of restricted stock unit awards using the closing market price of the Company’s common stock on the date of grant.
Grant-date fair value of awards is amortized over the employees’ requisite service period on a straight-line basis, or the non-employees’ vesting period as the goods are received or services rendered.
8 unchanged sentences
Expected Volatility.
−Removed: The Company used an average historical stock price volatility of its own stock price as well as a peer group of publicly traded companies to be representative of its expected future stock price volatility, as sufficient trading history for the Company's common stock does not yet exist.
+Added: The Company used an average historical stock price volatility of its own stock price as well as a peer group of publicly traded companies to be representative of its expected future stock price volatility.
For purposes of identifying these peer companies, the Company considered the industry, stage of development, size, and financial leverage of potential comparable companies.
94 unchanged sentences
Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell.
−Removed: During the year ended December 31, 2023, the Company recorded a lease impairment charge of $ 5.6 million related to one of its right-of-use assets.
−Removed: Refer to Note 7, Leases, for more details.
−Removed: There were no impairments of long-lived assets during the years ended December 31, 2024.
+Added: There were no impairments of long-lived assets during the years ended December 31, 2025 and December 31, 2024, respectively .
The Company determines if an arrangement includes a lease at inception and categorizes leases with contractual terms longer than 12 months as either operating or finance leases.
1 unchanged sentence
All other leases are categorized as operating leases.
−Removed: As of December 31, 2024, the Company had no finance leases.
Certain lease contracts include obligations to pay for other services, such as maintenance.
1 unchanged sentence
Lease liabilities are recognized at the present value of the fixed lease payments using a discount rate based on the Company’s current borrowing rate at the lease commencement date, adjusted for various factors including level of collateralization and term (the “incremental borrowing rate”), unless the rate implicit in the lease is readily determinable.
−Removed: The current portion of lease liabilities is included in “Accrued and other current liabilities.” At the lease commencement date, lease assets are recognized based on the initial present value of the fixed lease payments plus any direct costs from executing the leases and any lease prepayments.
−Removed: Lease assets are presented as “Operating lease right-of-use assets” as a long-term asset.
+Added: The current portion of operating lease liabilities and finance lease liabilities is included in “Accrued and other current liabilities." The long-term portions of operating lease liabilities and finance lease liabilities are included in "Long-term operating lease liabilities" and "Other long-term liabilities," respectively.
+Added: At the lease commencement date, lease assets are recognized based on the initial present value of the fixed lease payments plus any direct costs from executing the leases and any lease prepayments.
+Added: Operating lease assets and finance lease assets are included in “Operating lease right-of-use assets” and "Other long-term assets," respectively, and are classified as long-term assets.
Leasehold improvements are capitalized at cost and amortized over the lesser of their expected useful life or the lease term.
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New Accounting Pronouncements Adopted
−Removed: In November 2023, the FASB issued ASU No.
−Removed: 2023-07, Segment Reporting (Topic 280):
−Removed: Improvements to Reportable Segment Disclosures ("ASU 2023-07") , which requires an enhanced disclosure of significant segment expenses on an annual and interim basis.
−Removed: The Company adopted the new guidance retrospectively in fiscal year 2024 .
−Removed: New Accounting Pronouncements Not Yet Adopted
In December 2023, the FASB issued ASU No.
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ASU 2023-09 should be applied on a prospective basis, but retrospective application is permitted.
−Removed: The Company is currently evaluating the potential impact of adopting this new guidance on our consolidated financial statements and related disclosures.
+Added: The Company adopted the new guidance retrospectively in fiscal year 2025 .
+Added: New Accounting Pronouncements Not Yet Adopted
In November 2024, the FASB issued ASU No.
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The Company disaggregates revenue by the following five customer types:
−Removed: • Pharma tests and services includes sales of testing services and data analytics for clinical trials and research to pharmaceutical companies in support of their drug development programs.
+Added: • Pharma testing services includes sales of testing services and data analytics for clinical trials and research to pharmaceutical companies in support of their oncology drug development programs.
Contracts typically contemplate a single project and involve a range of tests and analytics to fulfill the requirements of each particular project.
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All of the revenue within this category is from the Company's partnership with the VA MVP.
−Removed: • Clinical diagnostic includes sales of ultra-sensitive, tumor-informed diagnostics tests, ordered by healthcare providers for cancer patients, that can detect cancer recurrence earlier and aids in treatment decision-making.
+Added: • Clinical diagnostic includes sales of ultrasensitive, tumor-informed diagnostics tests, ordered by healthcare providers for cancer patients, that can detect cancer recurrence earlier and aids in treatment decision-making.
Revenue is derived from Medicare and private insurance reimbursements.
• Other includes sales of genomic tests and analytics to universities and non-profits.
−Removed: Other also includes sales of diagnostics tests ordered by healthcare providers for cancer patients, which was insignificant for periods presented.
+Added: Other also includes royalty payments for patents licensed by the Company.
The following table presents the Company's revenue disaggregated by customer type (in thousands):
−Removed: Year Ended December 31,
−Removed: Pharma tests and services (1)
+Added: Pharma testing services (1)
Enterprise sales
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Total revenue
−Removed: (1) Includes related party revenue of $ 2.0 million for the year ended December 31, 2024.
+Added: (1) Includes related party revenue of $ 5.4 million and $ 2.0 million for the years ended December 31, 2025 and December 31, 2024, respectively.
Contract Assets and Liabilities
9 unchanged sentences
Short-term contract liabilities
−Removed: Long-term contract liabilities (included in other long-term liabilities)
Total contract liabilities
2 unchanged sentences
The associated revenue is recognized, and the contract liability is reduced, as the services are subsequently performed.
−Removed: Performance Obligations ("RPO") are comprised mainly of contract liabilities, and to a lesser extent, unbilled service revenue from non-cancellable contracts for which the Company has not invoiced and has an obligation to perform, and for which revenue has not yet been recognized in the financial statements.
−Removed: As of December 31, 2024, amounts related to unfulfilled services under contracts with an original expected duration of more than one year was $ 1.3 million.
−Removed: The Company expects to recognize the entire amount of $ 1.3 million in the next 12 months.
−Removed: Revenue recognized that was included in the contract liability balance at the beginning of each reporting period was $ 4.7 million and $ 0.4 million for the years ended December 31, 2024 and 2023, respectively.
+Added: Remaining performance obligations are comprised mainly of contract liabilities, and to a lesser extent, non-cancellable contracts for which the Company has not invoiced and has an obligation to perform, and for which revenue has not yet been recognized in the financial statements.
+Added: As of December 31, 2025, amounts related to unfulfilled services under contracts with an original expected duration of more than one year were immaterial .
+Added: Revenue recognized that was included in the contract liability balance at the beginning of each reporting period was $ 1.9 milli on and $ 4.7 million for the years ended December 31, 2025 and 2024, respectively.
Balance Sheet Details
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Employee ESPP contributions
−Removed: Accrued and other current liabilities
+Added: Other current liabilities
Total accrued and other current liabilities
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Fair Value Level
−Removed: Cash and cash equivalents:
Money market funds
Commercial paper
−Removed: agency securities
+Added: Commercial paper
Total cash and cash equivalents
1 unchanged sentence
Commercial paper
+Added: Commercial paper
Corporate debt securities
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agency securities
−Removed: government securities
Total cash and cash equivalents
1 unchanged sentence
Commercial paper
+Added: Corporate debt securities
agency securities
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Less than 1 year
−Removed: No security has been in a continuous unrealized loss position for more than 12 months and the Company does not consider any of its marketable debt securities to be impaired.
+Added: Unrealized losses have not been recognized as losses in the consolidated statements of operations as the Company neither intends to sell, nor anticipates that it is more likely than not that the Company will be required to sell the securities before recovery of their amortized cost basis.
+Added: The declines in fair value are due primarily to changes in market interest rates, rather than credit losses.
Tempus Warrants
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Expected volatility was based on the Company's actual historical volatility over the expected terms of the warrants.
−Removed: The risk-free interest
−Removed: rate was based on the U.S.
+Added: The risk-free interest rate was based on the U.S.
Treasury yield curve over the expected term of the warrants.
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Beginning balance
−Removed: Initial fair value of warrant liabilities upon issuance
Change in fair value—recognized as loss within Other income (expense), net in the consolidated statements of operations
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Equipment and Software Loans
−Removed: In April 2021, the Company entered into a secured payment agreement with a financing entity to finance the purchase of $ 2.4 million of internal use software licenses and related software maintenance from a vendor.
+Added: In July 2022, the Company entered into a secured payment agreement with a financing entity to finance the purchase of internal use software licenses and related ongoing support from a vendor.
+Added: As of December 31, 2024, $ 0.4 million was outstanding, which was waived entirely in January 2025 as part of a settlement agreement with the vendor related to a service claim on the ongoing support component of the agreement.
+Added: The $ 0.4 million settlement was recognized as a gain and presented as an offset to maintenance costs upon the settlement, included as part of selling, general and administrative expenses in the consolidated statements of operations.
+Added: In January 2025, the Company entered into another secured payment agreement to finance the purchase of $ 2.8 million of internal use software licenses and related ongoing support (the "January 2025 Agreement").
+Added: The Company agreed to repay the financed amount in three payments of $ 0.7 million in February of 2025, $ 1.2 million in February 2026, and $ 0.9 million in February 2027.
The financing entity and vendor are not related.
−Removed: The Company repaid the financed amount in three equal payments of $ 0.8 million in May 2021, May 2022, and May 2023.
−Removed: The payment agreement was noninterest bearing and the Company concluded that such interest rate ( zero ) did not represent fair and adequate compensation to the financing entity for the use of the related funds.
+Added: The payment agreement is noninterest bearing and the Company concluded that the stated zero interest rate did not represent fair and adequate compensation to the financing entity for the use of the related funds.
Accordingly, the Company approximated the rate at which it could obtain financing of a similar nature from other sources at the date of the transaction.
The resulting imputed interest rate was 8.9 % and was used to establish the present value of the payment agreement.
−Removed: The discount is recognized as an interest expense in the consolidated statements of operations over the life of the payment agreement.
−Removed: The Company entered into two more secured payment agreements in April 2021 and July 2022, with the same financing entity, to finance the purchase of $ 3.1 million of computer hardware and related hardware maintenance and $ 1.3 million of internal use software licenses and related ongoing support, respectively.
−Removed: The Company repaid the financed amount in three equal payments of $ 1.0 million in July 2021, June 2022, and June 2023 for the first agreement, and two equal payments of $ 0.4 million in September 2022 and September 2023 for the second agreement.
−Removed: The third payment of $ 0.4 million for the second agreement, which was supposed to be paid in September 2024, was settled in January 2025.
−Removed: As of December 31, 2024, this amount was included in the accrued and other current liabilities in the consolidated balance sheets.
−Removed: The nature of these agreements and resulting accounting treatment are the same as the payment agreement described in the preceding paragraph, except the imputed interest rate was 9 % for the July 2022 agreement.
−Removed: The total initial present value of the payment agreements was $ 6.4 million and presented as proceeds from loans in the financing activities section of the consolidated statements of cash flows.
−Removed: Such proceeds were used to purchase equipment, software, and related maintenance and are reflected as cash outflows in the investing and operating activities sections.
−Removed: Repayments of $ 2.2 million, comprised of $ 0.8 million related to April 2021 internal use software license agreement, $ 1.0 million related to April 2021 computer hardware agreement, and $ 0.4 million related to July 2022 internal use software license agreement, were presented as financing cash outflows during the year ended December 31, 2023 in the consolidated statements of cash flows.
−Removed: Imputed noncash interest expense was immaterial and $ 0.1 million for the year ended December 31, 2024 and 2023, respectively.
+Added: The total initial present value of the January 2025 Agreement was $ 2.6 million.
+Added: The discount of $ 0.2 million is being recognized as interest expense in the consolidated statements of operations over the life of the payment agreement.
+Added: The first repayment of $ 0.7 million was billed in March 2025 and paid in April 2025.
+Added: The second repayment of $ 1.2 million was billed and paid in January 2026.
+Added: Interest expense was immaterial for the year ended December 31, 2025.
Lab Equipment Loan
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Extended payment terms were provided to the Company through a financial solutions partner of the vendor.
−Removed: Terms included a 30 % down payment and 24 equal monthly payments for the remaining balance, with such monthly payments commencing in January 2024 and the last payment due in January 2026, and no interest or financing charges.
+Added: Terms included a 30 % down payment and 24 equal monthly payments for the remaining balance, with such monthly payments commencing in January 2024 and the last payment due in January 2026, which the Company paid in December 2025, and no interest or financing charges.
Title for the lab equipment transferred immediately upon delivery to the Company.
−Removed: The financial solutions partner retains a security interest until payoff is complete at the end of 2025.
+Added: The financial solutions partner retained a security interest until the Company completed the monthly payments in December 2025.
The purchase price for the lab equipment was equal to the cash price and thus the impact of imputing interest would have been de minimis.
−Removed: The total financed amount of $ 3.4 million was presented as proceeds from loans in the financing activities section of the consolidated statements of cash flows during the year ended December 31, 2023.
−Removed: Such amounts were used to purchase lab equipment and are reflected as purchases of property and equipment in the investing activities section of the consolidated statements of cash flows during the year ended December 31, 2023.
−Removed: Repayments, including both the down payment and future monthly payments, were $ 1.0 million and $ 1.1 million during the years ended December 31, 2023 and 2024, respectively, are presented as financing cash outflows in the consolidated statements of cash flows.
+Added: Repay ments were $ 1.3 million and $ 1.1 million during the years ended December 31, 2025 and 2024, respectively.
In 2021, the Company entered into a noncancelable operating lease for approximately 100,000 square feet in Fremont, California used for laboratory operations and its corporate headquarters.
7 unchanged sentences
The lease includes escalating rent payments.
−Removed: In 2021, the Company expanded the leased premises by an additional 14,710 square feet of space (the “Expansion Lease”).
−Removed: The Expansion Lease expired at the end of December 2022 and was not extended .
−Removed: The Company moved all laboratory operations to the Fremont facility during the third quarter of 2023 and recorded a $ 5.6 million impairment loss in its consolidated statements of operations during the year ended December 31, 2023 for operating lease right-of-use assets as a result of the change in use of the Menlo Park office as mentioned below.
+Added: The Company moved all laboratory operations to the Fremont facility during the third quarter of 2023, resulting in a lease impairment charge at that time.
The Company is actively marketing the vacated Menlo Park space for sublease.
1 unchanged sentence
The leases include renewal options that the Company determined are not reasonably certain to be exercised .
−Removed: During 2023, the data center operator agreed to terminate a portion of the lease at no cost.
−Removed: The Company remeasured the remaining lease liability and derecognized $ 0.6 million of operating lease liabilities and right-of-use assets.
−Removed: The Company had an operating lease for laboratory space in Shanghai, China that was terminated early upon both parties' approval during 2023.
−Removed: The early termination did not result in any material penalties or charges in the Company's consolidated statements of operations.
Separately, the Company also has various other short-term leases.
−Removed: As of December 31, 2024 and 2023, operating leases had a weighted-average remaining lease term of 9.9 years and 10.4 years, respectively and a weighted-average discount rate of 10.6 % and 10.5 %, respectively.
+Added: As of December 31, 2025 and 2024, operating leases had a weighted-average remaining lease term of 9.4 years and 9.9 years, respectively, and a weighted-average discount rate of 10.6 % for each year.
Discount rates are based on estimates of the Company's incremental borrowing rate, as the discount rates implicit in the leases cannot be readily determined.
6 unchanged sentences
Long-term operating lease liabilities
−Removed: Cash paid for operating lease liabilities, included in cash flows from operating activities in the consolidated statements of cash flows, for the years ended December 31, 2024 and 2023 was $ 8.1 million, and $ 6.0 million, respectively.
−Removed: Right-of-use assets obtained in exchange for new operating lease liabilities during the years ended December 31, 2024 and 2023 were zero and $ 1.3 million, respectively.
+Added: Cash paid for operating lease liabilities, included in cash flows from operating activities in the consolidated statements of cash flows, was $ 8.1 million for each of the years ended December 31, 2025 and 2024.
Components of lease cost were as follows (in thousands):
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Total lease cost
−Removed: Lease Impairment
−Removed: As mentioned above, the Company completed the move of its laboratory operations from its Menlo Park facility to its Fremont facility and began actively marketing the Menlo Park space for sublease during 2023.
−Removed: Accordingly, the Company evaluated the ongoing value of the operating lease right-of-use asset associated with the Menlo Park facility.
−Removed: Based on this evaluation, the Company determined that the right-of-use asset with a carrying amount of $ 6.7 million was no longer recoverable and was impaired and wrote it down to its estimated fair value of $ 1.1 million, which resulted in a noncash impairment loss of $ 5.6 million in its consolidated statements of operations during the year ended December 31, 2023.
−Removed: Estimated fair value was based on expected future sublease cash flows (with the assistance of a third-party real estate broker), net of brokerage commissions and estimated tenant incentives, discounted at a market rate of return on similar assets.
−Removed: The estimation of fair value also included expected downtime prior to the commencement of a future sublease.
+Added: In September 2025, the Company entered into an agreement to lease lab equipment for 36 months with 33 monthly payments of $ 0.1 million, commencing in January 2026 .
+Added: The Company classified this lease as a finance lease as the agreement contains an early buyout option which the Company was reasonably certain to exercise.
+Added: Pursuant to the early buyout option, the Company can purchase the equipment and simultaneously terminate the agreement by paying the purchase price of $ 2.1 million in January 2026.
+Added: In accordance with the agreement, in January 2026, the Company exercised the purchase option and paid $ 2.1 million.
+Added: The purchase price was recognized as part of finance lease assets and finance lease liabilities.
+Added: As of December 31, 2025, finance lease assets and liabilities were $ 3.1 million and $ 3.2 million, respectively.
+Added: Finance lease cost was immaterial for the year ended December 31, 2025.
+Added: As of December 31, 2024, the Company had no finance leases.
+Added: Finance lease liabilities with payments due within one year are classified as short-term liabilities and reported within the "Accrued and other current liabilities" line in the consolidated balance sheets.
+Added: Finance lease liabilities with payments due beyond one year are classified as long-term liabilities and reported with the "Other long-term liabilities" line in the consolidated balance sheets.
+Added: The classification of the finance lease liabilities as of December 31, 2025 is as follows (in thousands):
+Added: Finance lease liabilities - current
+Added: Finance lease liabilities - non-current
+Added: Total finance lease liabilities
Related Party Transactions
2 unchanged sentences
Overview of Tempus Agreement
−Removed: In November 2023, the Company entered into a Commercialization and Reference Laboratory Agreement (the “Tempus Agreement”) with Tempus pursuant to which Tempus markets the Company's NeXT Personal Dx test in the United States.
+Added: In November 2023, the Company entered into a Commercialization and Reference Laboratory Agreement (as amended by Amendment No.
+Added: 1, dated August 16, 2024, Amendment No.
+Added: 2, dated September 20, 2024, Amendment No.
+Added: 3, dated December 13, 2024, Amendment No.
+Added: 4, dated July 8, 2025 and Amendment No.
+Added: 5, dated September 11, 2025, collectively, the “Tempus Agreement”) with Tempus pursuant to which Tempus markets the Company's NeXT Personal Dx test in the United States.
The Company performs tests ordered by patients through Tempus and the Company bills the patients or payors.
The Company compensates Tempus for orders obtained and results delivered on a per-test basis.
−Removed: The term of the Tempus Agreement is five years, which may be extended for successive one-year terms.
+Added: The term of the Tempus Agreement is six years, which may be extended for successive one-year terms.
Either party may terminate the Tempus Agreement for convenience upon 30 months' prior written notice.
1 unchanged sentence
breast cancer, lung cancer and immuno-oncology monitoring.
−Removed: In consideration of the Company performing such development activities, Tempus agreed to pay the Company fees of $ 12.0 million (the "Market Development Fees"), consisting of an activation fee of $ 3.0 million, a first milestone fee of $ 3.0 million (upon achievement of one clinical validation), and a second milestone fee payable in six quarterly installments totaling $ 6.0 million (upon achievement of the two remaining clinical validations).
−Removed: If the Company does not achieve the second milestone by June 2024, Tempus may withhold installment payments, and Tempus will have the right to terminate the Tempus Agreement or convert it to a non-exclusive arrangement.
−Removed: Upon termination or conversion, the Company will refund to Tempus fees received other than the activation fee, subject to certain reductions.
−Removed: The Company has achieved all three clinical validations, thus both milestones have been met.
−Removed: Separately, the parties are performing co-promotion activities and the Company is compensating Tempus for promotional and commercialization services through the end of 2026 in an amount up to $ 9.6 million.
+Added: In consideration of the Company performing such development activities, in addition to the activation and first milestone fees, Tempus ag reed to pay the Company a second milestone fee of $ 6.0 million (the "Market Development Fee"), payable in six equal quarterly installments.
+Added: Separately, the parties are performing co-promotion activities, and the Company is compensating Tempus for promotional and commercialization services through the end of 2026.
The Tempus Agreement also granted Tempus access to initial and longitudinal genomic data derived from performance of the tests and Tempus will have the right to use such data.
−Removed: If Tempus licenses such data to a third party and Tempus recognizes revenue from such license, Tempus will pay the Company a percentage of its gross revenues attributable to such license that is in the range of 10 to 20 percent.
+Added: If Tempus licenses such data to a third party and Tempus recognizes revenue from such license, Tempus will pay the Company a percentage of its gross revenues attributable to such license that is in the range of 10 % to 20 %.
Such revenue share shall be payable during the term of the agreement and for 10 years thereafter.
−Removed: Pursuant to the Tempus Agreement, the Company will not allow another third party to market the test in such indications and Tempus will not market another tumor-informed molecular residual disease test for use in such indications (whether its own or that of a third party), in each case subject to certain exceptions.
−Removed: These exclusivity obligations terminate on December 31, 2027, to the extent they
−Removed: do not expire earlier.
−Removed: In addition, each party has the right to convert the Tempus Agreement to a non-exclusive arrangement upon the occurrence of certain specified events.
+Added: There was no revenue share recognized for the years ended December 31, 2025 and December 31, 2024.
Additionally, as partial consideration of Tempus' obligations to the Company under the Tempus Agreement, the Company issued warrants to Tempus.
See "Tempus Warrants" section below.
+Added: In July 2025, the Company and Tempus entered into an amendment to the Tempus Agreement pursuant to which the Company authorized Tempus to market NeXT Personal Dx in a fourth indication, colorectal cancer, on the same terms as Tempus’ marketing of the other indications covered by the Tempus Agreement and the parties extended the term of the Tempus Agreement through November 25, 2029.
+Added: In addition, the amendment extended the time period to December 31, 2028, during which the Company will not allow any third party (other than an acquiror of the Company or any affiliates of such acquiror) to market NeXT Personal Dx in any of the indications and Tempus will not market another tumor-informed molecular residual disease assay indicated for use in such indications (whether its own or that of a third party), in each case subject to certain exceptions and to the extent they do not expire earlier (the “Exclusivity Period”).
+Added: The amendment modified the term of certain customary standstill restrictions agreed to by Tempus in the Tempus Agreement such that they will automatically expire on the earlier of (i) June 4, 2027 and (ii) the expiration or termination of the Exclusivity Period.
+Added: In September 2025, the Company and Tempus entered into an amendment to the Tempus Agreement, pursuant to which the existing standstill was amended to allow Tempus to acquire shares of the Company's common stock in open market purchases as long as Tempus's beneficial ownership of the Company's common stock does not exceed 19.99 %.
Tempus Warrants
−Removed: In consideration of Tempus’ obligations to Personalis under the Tempus Agreement, on November 28, 2023, the Company issued to Tempus (1) a warrant to purchase up to 4,609,400 shares of Personalis common stock at an exercise price per share of $ 1.50 , with an expiration date of December 31, 2024 (the “First Warrant”), and (2) a warrant to purchase up to 4,609,400 shares of Personalis common stock at an exercise price per share of $ 2.50 , with an expiration date of December 31, 2025 (the “Second Warrant” and, together with the First Warrant, the “Tempus Warrants”).
−Removed: The Tempus Warrants were exercisable for cash at any time prior to the applicable expiration date, may be net exercised in certain circumstances, and automatically net exercisable in connection with a change of control of Personalis if the value ascribed to the consideration to be paid for one share of common stock exceeds the applicable exercise price.
−Removed: If Tempus acquires any shares of common stock directly from the Company other than by exercising the Warrants (any such shares, “Non-Warrant Shares”), then the total number of shares issuable upon exercise of the Tempus Warrants will be reduced by the Non-Warrant Shares on a share-for-share basis, proportionally between the First Warrant and the Second Warrant based on how many shares are then underlying the Warrants.
−Removed: Subject to limited exceptions, neither the warrants nor any interest therein may be transferred or assigned without the prior written consent of Personalis.
−Removed: Since the Tempus Warrants included a provision under which the total number of shares issuable upon settlement were subject to adjustment, the Tempus Warrants were classified as liability instruments while outstanding and subject to remeasurement at each balance sheet date, with changes in fair value recognized as other income (expense), net in the consolidated statements of operations.
−Removed: Fair value of the two warrants were estimated at the date of issuance, November 28, 2023, using the Black-Scholes option-pricing model.
−Removed: Since the initial fair value of $ 6.9 million exceeded the total proceeds from Tempus of $ 6.0 million, a loss of $ 0.9 million was immediately recognized within other income (expense), net.
−Removed: None of the remaining Market Development Fees of $ 6.0 million were allocated to the warrants as such proceeds are contingent upon the Company achieving additional clinical validation milestones.
+Added: In consideration of Tempus’ obligations to Personalis under the Tempus Agreement, on November 28, 2023, the Company issued to Tempus two warrants to purchase up to 9,218,800 shares of Personalis common stock at an average exercise price of $ 2.00 per share (the “Tempus Warrants”).
+Added: In August 2024, concurrently with the execution of the Tempus Investment Agreement (described below), Tempus exercised in full the Tempus Warrants for $ 18.4 million in cash.
+Added: The Tempus Warrants included a provision under which the total number of shares issuable upon settlement were subject to adjustment, which caused the Tempus Warrants to be classified as liability instruments while outstanding and subject to remeasurement at each balance sheet date, with changes in fair value recognized as other income (expense), net in the consolidated statements of operations.
Fair values of the warrants were estimated using the Black-Scholes option-pricing model.
−Removed: See Note 5, Fair Value Measurements for discussion of inputs used in the measurements of the Tempus Warrants and the resulting noncash losses recognized in the consolidated statements of operations.
−Removed: After the issuance of warrants in November 2023, f air value of the Tempus Warrants increased by $ 3.1 million as of December 31, 2023.
−Removed: The increase in fair value, plus the immediate loss of $ 0.9 million recognized upon issuance, resulted in a $ 4.0 million expense recognized in other income (expense), net in the consolidated statements of operations during the year ended December 31, 2023.
−Removed: Prior to the exercise of Tempus Warrants in August 2024, the Company recognized a charge of $ 18.3 million due to the increase in fair value of Tempus Warrants, which was recorded in other income (expense), net in the consolidated statements of operations during the year ended December 31, 2024.
−Removed: In August 2024, concurrently with the execution of the Tempus Investment Agreement (described below), Tempus exercised in full the Tempus Warrants to purchase 9,218,800 shares of Personalis common stock for $ 18.4 million in cash, at an average exercise price of $ 2.00 per share, which is presented as financing cash flows in the consolidated statements of cash flows for the year ended December 31, 2024.
−Removed: The fair value of Tempus Warrants at the time of exercise was $ 28.3 million based on intrinsic value of Company's common stock at a per share price of $ 3.07 , which is the difference between the last reported closing price of the common stock and its average exercise price at the time of exercise.
+Added: See Note 5, Fair Value
+Added: Measurements for discussion of inputs used in the measurements of the Tempus Warrants and the resulting noncash loss recognized in the consolidated statements of operations.
+Added: For the year ended December 31, 2024, the Company recognized noncash losses of $ 18.3 million for the change in fair value of the Tempus Warrants.
Investment Agreement with Tempus
−Removed: In August 2024, the Company entered into an investment agreement (the "Tempus Investment Agreement") with Tempus under which the Company issued and sold 3,500,000 shares of common stock at a price per share of $ 5.07 , representing the last reported closing price of the common stock.
−Removed: The Company received $ 17.7 million of cash from the sale of the shares and incurred $ 1.1 million of issuance costs directly related to the sale, which are presented as financing cash flows in the consolidated statements of cash flows for the year ended December 31, 2024.
+Added: In August 2024, the Company entered into an investment agreement (the "Tempus Investment Agreement") with Tempus under w hich the Company issued and sold 3,500,000 shares of common stock at a price per share of $ 5.07 and received $ 17.7 million of cash from the sale of the shares.
Impact of Tempus Agreement on the Financial Statements
−Removed: The Company had achieved the first clinical validation milestone at the time of entering the Tempus Agreement and was therefore entitled to Market Development Fees of $ 6.0 million, consisting of the first milestone fee of $ 3.0 million and the activation fee of $ 3.0 million.
−Removed: These proceeds of $ 6.0 million were received in 2023 and treated as consideration for the Tempus Warrants.
−Removed: These proceeds were presented as financing cash inflows in the consolidated statements of cash flows during the year ended December 31, 2023.
−Removed: The remainder of Market Development Fees—$ 6.0 million, payable in six quarterly installments—are recorded as a liability when received and offset against promotional fees as they are paid by the Company to Tempus.
−Removed: As of December 31, 2024, $ 3.0 million of such $ 6.0 million Market Development Fees have been received.
+Added: For the year ended December 31, 2025, the Company recognized revenue of $ 0.5 million related to the Tempus Agreement and recorded it in its consolidated statement of operations.
+Added: As of December 31, 2025, $ 0.4 million was outstanding as a receivable from Tempus and is included in accounts receivable in the consolidated balance sheet.
+Added: For the year ended December 31, 2024, the Company recognized no revenue from Tempus and had no outstanding accounts receivable.
+Added: The Market Development Fee for the second milestone is recorded as a liability when received and offset against promotional fees as they are paid by the Company to Tempus.
+Added: As of December 31, 2025, all of the $ 6.0 million Market Development Fee for the second milestone has been received.
Amounts of transactions with Tempus during each income statement period presented, along with amounts due from or to Tempus as of the balance sheet date, follows (in thousands):
Income Statement
−Removed: December 31, 2024
+Added: Year ended December 31, 2025
+Added: Year ended December 31, 2024
Orders and results delivery fees and net promotional fees — Selling, general and administrative expenses
2 unchanged sentences
December 31, 2025
−Removed: Accrued and other current liabilities:
+Added: December 31, 2024
+Added: Accounts payable and accrued and other current liabilities:
Unamortized Market Development Fees
−Removed: Accrued payable to Tempus
−Removed: Total accrued and other current liabilities
+Added: Accounts payable and accrued liabilities to Tempus
+Added: Total accounts payable and accrued and other current liabilities
Other long-term liabilities:
4 unchanged sentences
On December 19, 2024, the Company entered into an investment agreement (the "Merck Investment Agreement") with Merck under which the Company issued and sold 14,044,943 shares of common stock at a price per share of $ 3.56 , representing the last reported closing price of the common stock.
−Removed: The Company received $ 50.0 million of cash from the sale of the shares and incurred $ 0.3 million of issuance costs directly related to the sale, which are presented as financing cash flows in the consolidated statements of cash flows for the year ended December 31, 2024.
+Added: The Company received $ 50.0 million of cash from the sale of the shares and incurred $ 0.3 million of issuance costs directly related to the sale.
Pursuant to the terms of the Merck Investment Agreement, the Company agreed to reserve $ 10.0 million of the proceeds to open an ISO-certified laboratory in a region outside of the United States, with such region mutually agreed upon by the Company and Merck.
−Removed: This cash was not legally restricted under the Merck Investment Agreement and therefore included in cash and cash equivalents as of December 31, 2024.
+Added: This cash was not legally restricted under the Merck Investment Agreement and therefore included in cash and cash equivalents as of December 31, 2025 and December 31, 2024.
Before Merck became a related party in December 2024, the Company entered into a Master Service Agreement (the “Master Agreement”), in June 2017, as amended from time to time, with Merck for the performance of DNA and RNA sequencing analysis and data interpretation services, as well as synthesis and/or analysis of chemical compounds, genetic material and related samples for preclinical research purposes.
In February 2024, the Company entered into an amendment whereby Merck engaged the Company to provide clinical laboratory services in connection with Merck's clinical studies.
−Removed: After Merck became a related party in December 2024, the Company invoiced $ 2.0 million for genomic testing services, pursuant to the terms of the Master Agreement and recorded as revenue in its consolidated statement of operations.
−Removed: As of December 31, 2024, $ 2.5 million was outstanding as a receivable from Merck and included in accounts receivable in the consolidated balance sheets.
−Removed: Restructuring and Other Charges
−Removed: Costs related to the Company's reductions in workforce and closure of its China operations are included within Restructuring and Other Charges in the consolidated statements of operations.
−Removed: A reconciliation of the beginning and ending related liability balances, included within Accrued and Other Current Liabilities in the consolidated balance sheets, is as follows (in thousands):
−Removed: One-time employee termination benefits
−Removed: Other costs (primarily China asset disposals and impairments)
−Removed: Total restructuring and other charges
−Removed: Restructuring liability balance—December 31, 2022
−Removed: Costs incurred and charged to expense
−Removed: Costs paid or otherwise settled
−Removed: Restructuring liability balance—December 31, 2023
−Removed: Costs paid or otherwise settled
−Removed: Restructuring liability balance—December 31, 2024
−Removed: Restructuring
−Removed: In January 2023, the Company initiated a reduction in workforce to reduce operating costs and improve operating efficiency.
−Removed: The workforce reduction affected nearly 100 employees and was substantially completed during the first quarter of 2023.
−Removed: The Company recognized $ 3.1 million in one-time employee termination benefits in connection with the reduction in workforce in its consolidated statements of operations during the year ended December 31, 2023, comprising separation pay and healthcare benefits payable in cash, all of which were paid by the end of the second quarter of 2023.
−Removed: In December 2023, the Company initiated a second reduction in workforce to further reduce operating costs and improve operating efficiency.
−Removed: The workforce reduction affected approximately 60 employees and will be completed during the first quarter of 2024 .
−Removed: The Company recognized $ 4.0 million in one-time employee termination benefits in connection with the reduction in workforce in its consolidated statements of operations during the year ended December 31, 2023, comprising separation pay and healthcare benefits payable in cash.
−Removed: The Company paid $ 3.1 million of such expenses were paid during the first quarter of 2024.
−Removed: Closure of China Operations
−Removed: During the first half of 2023, the Company terminated its operations in China with the objective of streamlining international operations and reducing operating costs.
−Removed: The disposal did not qualify for reporting as a discontinued operation because it did not represent a strategic shift that would have a major effect on our operations and financial results.
−Removed: The Company completed the process of dissolving the Personalis (Shanghai) Ltd entity in February 2024.
−Removed: Expenses of $ 0.9 million were recognized in connection with closure activities in the Company's consolidated statements of operations during the year ended December 31, 2023, of which $ 0.3 million was related to one-time employee termination benefits for the Company's 12 former employees located in China and were payable in cash.
−Removed: Substantially all of the terminations were completed during the first quarter of 2023, along with the related cash outlays.
−Removed: The remaining $ 0.6 million in expenses were comprised primarily of noncash charges, including losses on disposal of fixed assets and impairments of other assets.
+Added: For the years ended December 31, 2025 and December 31, 2024, the Company invoiced $ 4.9 million and $ 2.0 million, respectively, pursuant to the terms of the Master Agreement and recorded as revenue in its consolidated statement of operations.
+Added: As of December 31, 2025 and December 31, 2024, $ 2.0 million and $ 2.5 million, respectively, was outstanding as a receivable from Merck and included in accounts receivable in the consolidated balance sheets.
S tock-Based Compensation
2 unchanged sentences
In 2011, the Company established its 2011 Equity Incentive Plan (the “2011 Plan”) that provided for the granting of stock options to employees and nonemployees of the Company.
−Removed: Under the 2011 Plan, the Company had the ability to issue incentive stock options (“ISOs”), nonstatutory stock options (“NSOs”), stock appreciation rights ("SARs"), RSAs, and RSUs.
+Added: Under the 2011 Plan, the Company had the ability to issue incentive stock options (“ISOs”), non-statutory stock options (“NSOs”), stock appreciation rights ("SARs"), RSAs, and RSUs.
Options under the 2011 Plan could be granted for periods of up to 10 years.
17 unchanged sentences
These Awards must be approved by either a majority of the Company’s independent directors or the Company’s compensation committee, provided such committee comprises solely independent directors (the “Independent Compensation Committee”) in order to comply with the exemption from the stockholder approval requirement for inducement grants provided under the Nasdaq Marketplace Rules.
−Removed: Pursuant to the Inducement Plan, the aggregate number of shares of Common Stock that may be issued will not exceed 1,000,000 shares.
+Added: Pursuant to the Inducement Plan, which was last amended in February 2026, the aggregate number of shares of Common Stock that may be issued will not exceed 2 ,050,000 shares.
2019 Employee Stock Purchase Plan
11 unchanged sentences
Total common stock reserved for stock awards
−Removed: Stock Option Activity
−Removed: A summary of the Company’s stock option activity (excluding performance-based stock option activity summarized further below) for the years ended December 31, 2024 and 2023 is as follows:
+Added: Service-Based Stock Option Activity
+Added: A summary of the Company’s stock option activity (excluding performance-based stock option activity, which is presented separately below) for the years ended December 31, 2025 and 2024 is as follows:
Outstanding Options
17 unchanged sentences
The weighted-average grant date fair value of options granted was $ 3.20 and $ 1.53 per share for the years ended December 31, 2025 and 2024, respectively.
+Added: During the year ended December 31, 2025 and 2024, the total intrinsic value of options exercised was $ 1.6 million and $ 0.2 million, respectively.
+Added: The income tax benefit related to the stock options exercised was $ 0.3 million and immaterial for the years ended December 31, 2025 and 2024, respectively.
As of December 31, 2025, the unrecognized stock-based compensation of unvested options was $ 14.2 million, which is expected to be recognized over a weighted-average period of 2.1 years.
−Removed: Valuation of Stock Options
+Added: Valuation of Service-Based Stock Options
The Company estimated the fair value of stock options using the Black-Scholes option-pricing model.
10 unchanged sentences
Performance-Based Stock Option Activity
−Removed: During 2020, the Company granted 421,000 PSAs to the Company's then CEO which were vested in the same year due to fulfillment of the performance condition.
−Removed: These PSAs expired at the end of 2023.
−Removed: During 2024, the Company granted 271,500 PSAs to the executive leadership team.
−Removed: Vesting of the PSAs is based upon attainment of certain Medicare reimbursement coverages by the end of 2025 and subject to continuous service by the executives.
+Added: During 2024, the Company granted performance-based stock options ("PSOs") to the executive leadership team.
+Added: Vesting of the PSOs is based upon attainment of certain Medicare reimbursement coverages by the end of 2025 and subject to continuous service by the executives.
Fair value was estimated using the Black-Scholes option-pricing model.
−Removed: Total grant-date fair value of the PSAs was $ 0.3 million.
+Added: Total grant-date fair value of the PSOs was $ 0.3
+Added: As of December 31, 2025, not all the Medicare reimbursement coverages were obtained and the Company canceled a portion of the PSOs.
+Added: Accordingly, the Company reversed previously recognized stock-based compensation expense associated with the performance conditions that were not met.
+Added: As of December 31, 2025, the recognized stock-based compensation cost related to vested PSOs was immaterial.
A summary of the Company’s performance-based stock option activity for the years ended December 31, 2025 and 2024 is as follows:
3 unchanged sentences
Balance—December 31, 2023
−Removed: Options expired
−Removed: Balance—December 31, 2023
Options granted
Balance—December 31, 2024
+Added: Options forfeited or expired
+Added: Balance—December 31, 2025
Options vested and exercisable as of December 31, 2025
−Removed: RSU Activity and Valuation
+Added: Restricted Stock Units ("RSU") Activity and Valuation
A summary of the Company’s RSU activity for the years ended December 31, 2025 and 2024 is as follows:
12 unchanged sentences
The aggregate fair value of unvested RSUs is calculated using the closing price of the Company’s common stock of $ 7.96 on December 31, 2025.
+Added: During the year ended December 31, 2025 and 2024, the total fair value of shares vested was $ 1.8 million and $ 1.7 million, respectively.
+Added: The income tax benefit related to vested RSUs was $ 0.4 million for each of the years ended December 31, 2025 and 2024.
As of December 31, 2025, the unrecognized stock-based compensation cost of unvested RSUs was $ 0.3 million, which is expected to be recognized over a weighted-average period of 0.8 years.
The Company’s default tax withholding method for RSUs is the sell-to-cover method, in which shares with a market value equivalent to the tax withholding obligation are sold on behalf of the holder of the RSUs upon vesting and settlement to cover the tax withholding liability and the cash proceeds from such sales are remitted by the Company to taxing authorities.
+Added: Performance-Based RSU Activity
+Added: In March 2025, the Company granted performance-based RSUs ("PSUs") to the executive leadership team.
+Added: A percentage of the number of RSUs will vest based upon achieving the Company's operational target as of the end of 2026, and subject to continuous service by the executives throughout March 2028.
+Added: Fifty percent of the aggregate number of achieved PSUs (if any) will vest upon certification in March 2027, with the remaining fifty percent vesting in March 2028.
+Added: The total grant-date fair value of the PSUs was $ 2.1 million.
+Added: As of December 31, 2025, the Company no longer considered the achievement of the operational target to be probable.
+Added: Accordingly, the Company reversed previously recognized stock-based compensation expense and no stock-based compensation cost was recognized for the year ended December 31, 2025.
+Added: Unvested Performance-Based Restricted Stock Units
+Added: (in thousands, except share and per share data)
+Added: Balance—December 31, 2024
+Added: Balance—December 31, 2025
ESPP Activity and Valuation
22 unchanged sentences
Performance-based stock options
+Added: Service-based RSUs
+Added: Performance-based RSUs
Total stock-based compensation expense
+Added: At-the-Market Equity Offerings
+Added: In December 2021, the Company entered into an At-the-Market ("ATM") Sales Agreement with BTIG, LLC (“BTIG”), as amended in December 2023 (the “Sales Agreement”), under which it was permitted to offer and sell its common stock from time to time through BTIG as its sales agent.
+Added: BTIG agreed to use commercially reasonable efforts to sell the Company’s common stock from time to time, based upon instructions from the Company (including any price, time or size limits or other customary parameters or conditions the Company may impose).
+Added: The Company agreed to pay BTIG a commission of up to 3 % of the gross sales proceeds of any common stock sold through BTIG under the Sales Agreement.
+Added: The Company was not obligated to make any sales of common stock under the Sales Agreement.
+Added: In December 2024, the Company entered into an Amended and Restated At-the-Market Sales Agreement (the “Amended Sales Agreement”) with Piper Sandler & Co.
+Added: (“Piper”) and BTIG.
+Added: The Amended Sales Agreement amends and restates the Sales Agreement with BTIG, previously entered into in December 2021, as amended in December 2023, to add Piper as a sales agent (Piper and BTIG, together, the “Sales Agents”), among certain other changes.
+Added: The Sales Agents have agreed to use commercially reasonable efforts to sell the Company’s common stock from time to time, based upon instructions from the Company (including any price, time or size limits or other customary parameters or conditions the Company may impose).
+Added: The Company will pay the applicable Sales Agent a commission
+Added: of up to 3 % of the gross sales proceeds of any common stock sold through such Sales Agent under the Amended Sales Agreement.
+Added: The Company is not obligated to make any sales of common stock under the Amended Sales Agreement.
+Added: The Company issued and sold 16,196,287 and 6,660,731 shares of its common stock at a weighted-average price of $ 7.95 and $ 4.61 per share under the Sales Agreement and received $ 126.8 million and $ 30.1 million in proceeds, net of commissions, during 2025 and 2024, respectively.
Segment and Geographic Information
−Removed: The Company operates in one reportable segment, which is providing advanced cancer genomic tests for precision oncology and personalized testing.
−Removed: The Company develops, markets, and sells these tests to pharmaceutical companies, biopharmaceutical companies, diagnostic companies, universities, non-profits, and government entities.
−Removed: It derives revenue primarily in the United States from the sale of genomic testing services and manages its business activities on a consolidated basis.
+Added: The Company operates in one reportable segment, which is to provide advanced cancer genomic testing services for precision oncology and personalized testing.
+Added: The Company develops, markets, and sells testing services to pharmaceutical companies, biopharmaceutical companies, diagnostic companies, universities, non-profits, governme nt entities and cancer patients.
+Added: It derives revenue primarily in the United States from the sale of genomic testing services and man ages its business activities on a consolidated basis.
The Company does not have intra-entity sales or transfers.
16 unchanged sentences
Repairs and maintenance
−Removed: Lease impairment
−Removed: Restructuring and other charges
Change in fair value of the Tempus Warrants
6 unchanged sentences
Contingencies
−Removed: In June 2024, the Company and Foresight entered into a Settlement and License Agreement (the "S&L Agreement") to settle litigation related to alleged patent infringement by Foresight.
−Removed: The Company filed complaints against Foresight—one in August 2022 and a second in June 2023—for infringement of certain of the Company's patents relating to detection of MRD.
−Removed: Foresight filed counterclaims and alleged that its solid tumor recurrence test does not infringe the Company's patents and invalidated two of the Company's patents, and sought to invalidate certain of the Company's other patents, through inter partes review proceedings with the U.S.
−Removed: Patent Trial and Appeal Board.
−Removed: Pursuant to the S&L Agreement, Foresight and the Company agreed to dismiss the pending claims of infringement and related defenses and counterclaims, and to end the remaining inter partes review proceedings.
−Removed: Under the S&L Agreement, the Company granted Foresight a non-exclusive, worldwide license under certain patents of the Company to develop, manufacture, commercialize and otherwise exploit products and services that use whole genome sequencing and a variable content minimal/molecular residual disease panel that utilizes phased variants in consideration for which Foresight agreed to pay the Company a low single-digit tiered royalty on sales of products and services covered by patents licensed by the Company, subject to customary reductions.
−Removed: The license is perpetual and irrevocable, except in certain limited circumstances, which apply on a patent-by-patent basis.
−Removed: Upon the occurrence of certain specified change of control events with respect to Foresight, the highest percentage of the royalty tiers is subject to a low single-digit increase and Foresight will pay a one-time fee in the low single-digit millions.
−Removed: The term of the S&L Agreement runs through expiration of the patents licensed by the Company to Foresight.
−Removed: The Company is also subject to claims and assessments from time to time in the ordinary course of business, including claims from customers and vendors, pending and potential legal actions for damages, governmental investigations and other matters.
+Added: The Company is subject to claims and assessments from time to time in the ordinary course of business, including claims from customers and vendors, pending and potential legal actions for damages, governmental investigations and other matters.
For example, the Company has received, and may in the future continue to receive letters, claims or complaints from others alleging false advertising, intellectual property infringement, and/or violation of employment practices.
2 unchanged sentences
Significant judgment is required in both the determination of probability of loss and the determination as to whether the amount can be reasonably estimated.
−Removed: Accruals are based only on information available at the time of the assessment due to the uncertain nature of such matters.
+Added: Accruals are based only on information available at the time of the assessment due to the
+Added: uncertain nature of such matters.
As additional information becomes available, management reassesses potential liabilities related to pending claims and litigation and may revise its previous estimates, which could materially affect the Company’s consolidated results of operations in a given period.
−Removed: Except for the matter described in the first two paragraphs of this Note 12, as of December 31, 2024, the Company was not involved in any material legal proceedings.
+Added: As of December 31, 2025, the Company was not involved in any material legal proceedings.
Indemnification
16 unchanged sentences
The following table sets forth the potentially dilutive shares excluded from the computation of diluted net loss per common share because their effect was anti-dilutive:
−Removed: Year Ended December 31,
−Removed: Tempus Warrants
+Added: For the Year Ended December 31,
Options to purchase common stock
1 unchanged sentence
In come Taxes
−Removed: For financial reporting purposes, loss before income taxes includes the following components (in thousands):
+Added: We account for income taxes under the liability method;
+Added: under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax reporting bases of assets and liabilities and are measured using enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse.
+Added: Realization of deferred tax assets is dependent upon future earnings, the timing and amount of which are uncertain.
+Added: We utilize a two-step approach to recognize and measure uncertain tax positions.
+Added: The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained
+Added: upon tax authority examination, including resolution of related appeals or litigation processes, if any.
+Added: The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement.
+Added: For financial reporting purposes, income (loss) before income taxes includes the following components (in thousands):
Year Ended December 31,
Loss before income taxes
−Removed: Provision for Income Taxes
−Removed: The provision for income taxes consists of the following (in thousands):
+Added: Income Taxes Paid
+Added: Income taxes paid, net of refunds received (in thousands):
Year Ended December 31,
−Removed: Total current
−Removed: Total deferred
+Added: state and local
+Added: Other state and local
+Added: United Kingdom
+Added: Other foreign jurisdictions
+Added: Total income taxes paid
+Added: * The amount of income taxes paid during the year does not meet the 5% disaggregation threshold.
Provision for Income Taxes
−Removed: Income tax provision related to continuing operations differ from the amounts computed by applying the statutory income tax rate of 21 % to pretax loss as follows:
+Added: The provision (benefit) for income taxes consists of the following (in thousands):
Year Ended December 31,
−Removed: Expected tax (benefit) at federal statutory rate
+Added: Current tax expense:
+Added: Total current tax expense
+Added: Deferred tax benefit:
+Added: Total deferred tax benefit
+Added: Total income tax expense
+Added: Total provision for income taxes
+Added: Income tax provision (benefit) related to continuing operations differ from the amounts computed by applying the statutory income tax rate of 21 % to pretax loss as follows (in thousands):
+Added: Year Ended December 31,
+Added: At statutory rate
+Added: State income taxes, net of federal effect
Change in valuation allowance
+Added: Nontaxable or nondeductible items
Stock-based compensation
−Removed: Research and development credit
Warrant revaluation
−Removed: Effective tax rate
+Added: Other nontaxable or nondeductible items
+Added: Changes in tax laws or rates
+Added: Federal research and development credits
+Added: Cross-border tax laws
+Added: Worldwide changes in unrecognized tax benefits
+Added: Foreign tax effects
+Added: Foreign jurisdictions
+Added: In 2025, state and local income taxes in California comprised the majority of the state and local income tax expenses, net of federal effect category.
+Added: In 2024, state and local income taxes in California comprised the majority of the state and local income taxes, net of federal effect category.
Deferred Tax Assets and Liabilities
1 unchanged sentence
Significant components of the Company’s deferred tax assets for federal and state income taxes are as follows (in thousands):
+Added: Year ended December 31,
Deferred tax assets:
2 unchanged sentences
Capitalized research and development
−Removed: Property and equipment
Deferred revenue
+Added: Property and equipment
Accruals and reserves
6 unchanged sentences
Deferred tax liabilities:
−Removed: Property and equipment
Operating lease right-of-use assets
6 unchanged sentences
The valuation allowance increased by $ 11.8 million and $ 16.8 million during the years ended December 31, 2025 and 2024, respectively.
+Added: As required under ASU 2023-09, the Company has included only the portion of the valuation allowance related to federal deferred tax assets in the "change in valuation allowance" line of the rate reconciliation.
+Added: The following table presents a reconciliation of the total change in the valuation allowance (in thousands):
+Added: Beginning balance
+Added: Change charged to income tax expense
+Added: Changes charged to OCI
+Added: Ending balance
+Added: Undistributed earnings of the Company’s foreign subsidiary in the UK are considered to be permanently reinvested and accordingly, no deferred U.S.
+Added: income taxes have been provided thereon.
+Added: Upon distribution of those earnings in the form of dividends or otherwise, we would be subject to U.S.
+Added: At the present time it is not practicable to estimate the amount of U.S.
+Added: income taxes that might be payable if these earnings were repatriated.
Net Operating Loss and Tax Credit Carryforwards
As of December 31, 2025, the Company had a net operating loss carryforward for federal income tax purposes of $ 509.5 million, of which $ 86.0 million is subject to expiration beginning in 2031 .
−Removed: The Company had a total state net operating loss carryforward of $ 302.5 million, which will begin to expire in 2031 .
−Removed: Utilization of some of the federal and state net operating loss and credit carryforwards or other tax attributes, such as research tax credits, are subject to annual limitations due to the “change in ownership” provisions of the Internal Revenue Code of 1986, as amended (the "Code"), and similar state provisions.
−Removed: Under Section 382 of the Code, "change in ownership" generally occurs if one or more stockholders or groups of stockholders who own at least 5 % of our stock increase their ownership by more than 50 percentage points over their lowest ownership percentage within a rolling three-year period.
−Removed: Similar rules may apply under state tax laws.
−Removed: It is possible that an ownership change, or any future ownership change, could have a material effect on the use of our net operating loss carryforwards or other tax attributes, which could adversely affect our operating results.
−Removed: As of December 31, 2024, the Company has federal credits of $ 14.2 million, which will begin to expire in 2031 and state research credits of $ 12.0 million, which have no expiration date.
+Added: The Company had a total state net operating loss carryforward of approximately $ 392.3 million, which will begin to expire in 2031 .
+Added: Utilization of some of the federal and state net operating loss and credit carryforwards are subject to annual limitations due to the “change in ownership” provisions of the Internal Revenue Code of 1986 and similar state provisions.
+Added: The annual limitations may result in the expiration of net operating losses and credits before utilization.
+Added: As of December 31, 2025, the Company has federal credits of approximately $ 9.9 million, which will begin to expire in 2031 and state research credits of approximately $ 9.1 million, which have no expiration date.
These tax credits are subject to the same limitations discussed above.
−Removed: The Company determined that the ownership changes identified above had no significant impact on federal and state research credits.
Unrecognized Tax Benefits
−Removed: The Company has incurred net operating losses since inception and does not have any significant unrecognized tax benefits in the balance sheet.
+Added: The Company has incurred net operating losses since inception and does not have any significant unrecognized tax benefits.
The Company’s policy is to include interest and penalties related to unrecognized tax benefits, if any, within the provision for taxes in the consolidated statements of operations.
2 unchanged sentences
Any adjustments to the Company’s uncertain tax positions would result in an adjustment of net operating loss or tax credit carryforwards rather than resulting in a cash outlay.
−Removed: The Company files U.S.
−Removed: federal income tax returns and various state income tax returns.
−Removed: Because of net operating losses and research credit carryovers, substantially all the Company’s tax years remain open to examination.
The Company has the following activity relating to unrecognized tax benefits (in thousands):
Beginning balance
−Removed: Gross increase—tax position in prior periods
−Removed: Gross increase—tax position in current period
+Added: Gross increase—tax positions in prior periods
+Added: Gross decrease—tax positions in prior periods
+Added: Gross increase—tax positions in current period
Ending balance
−Removed: Although it is reasonably possible that certain unrecognized tax benefits may increase or decrease within the next 12 months due to tax examination changes, settlement activities, expirations of statute of limitations, or the impact on recognition and measurement considerations related to the results of published tax cases or other similar activities, the Company does not anticipate any significant changes to unrecognized tax benefits over the next 12 months.
During the years ended December 31, 2025 and 2024, no interest or penalties were required to be recognized relating to unrecognized tax benefits.
+Added: The Company files income tax returns in the U.S.
+Added: We are currently under examination in the U.S.
+Added: for tax year 2023.
+Added: Because of net operating losses and research credit carryovers, substantially all the Company’s tax years remain open to examination.
S ubsequent Events
−Removed: Equipment and Software Purchases
−Removed: In January 2025, the Company entered into a $ 2.9 million non-cancellable purchase agreement to acquire certain equipment and related maintenance services.
−Removed: Under the agreement, the Company is required to make 20 % down payment before the equipment is shipped, with the remaining balance due by January 2026.
−Removed: Additionally, the Company signed a separate purchase agreement with the same vendor for $ 2.8 million in software services and related support.
−Removed: Under this agreement, the Company is also required to make three equal payments of $ 1.0 million in January 2026, January 2027 and January 2028 for a 60-month service term beginning from January 2025 to January 2030.
−Removed: Software Loan
−Removed: In January 2025, the Company entered into a payment agreement with a financing entity to finance a purchase of $ 2.8 million of internal-use software licenses and related software support services from a vendor.
−Removed: The financing entity and vendor are not related.
−Removed: The payment agreement is non-interest bearing and the Company is obligated to repay the financed amount in three installments of $ 0.7 million in February 2025, $ 1.2 million in February 2026 and $ 0.9 million in February 2027.
−Removed: REPORT OF INDEPENDENT REG ISTERED PUBLIC ACCOUNTING FIRM
+Added: At-the-Market Equity Offerings
+Added: In January 2026, the Company issued and sold 2,127,155 of its common stock at an average price of $ 10.00 per share under the Sales Agreement and received $ 21.0 million, net of commissions.
+Added: Report of Independent Registered Public Accounting Firm
Stockholders and Board of Directors
4 unchanged sentences
and subsidiaries (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive loss, stockholders’ equity, and cash flows for each of the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”).
−Removed: In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years then, in conformity with accounting principles generally accepted in the United States of America.
+Added: In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
15 unchanged sentences
(1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.
−Removed: The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.
+Added: The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Revenue Transactions
4 unchanged sentences
We identified the auditing of the occurrence of revenue transactions as a critical audit matter.
−Removed: Auditing the occurrence of revenue was especially challenging due to the significant audit effort in performing procedures related to the occurrence of revenue transactions, given the significance of revenue, the large volume of transactions, and the evaluation of the sufficiency of audit evidence.
+Added: Auditing the occurrence of revenue was especially challenging due to the significant audit effort involved in performing procedures related to the occurrence of revenue transactions, given the significance of revenue, the large volume of transactions, and the evaluation of the sufficiency of audit evidence.
The primary procedures we performed to address this critical audit matter included:
6 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.