Standard BioTools Inc., previously known as Fluidigm Corp., is an American life science tools company that offers analytical mass cytometry systems for flow cytometry and tissue imaging, along with associated assays and reagents, as well as an automated genomic analysis instrument and a variety of microfluidic arrays, or integrated fluidic circuits (IFCs), and consumables with fully kitted reagents. Custom assays and services are available with all systems and applications.3Wikipedia text CC BY-SA 4.0
Standard BioTools Inc., previously known as Fluidigm Corp., is an American life science tools company that offers analytical mass cytometry systems for flow cytometry and tissue imaging, along with associated assays and reagents, as well as an automated genomic analysis instrument and a variety of microfluidic arrays, or integrated fluidic circuits (IFCs), and consumables with fully kitted reagents. Custom assays and services are available with all systems and applications.3
Financials
From the company’s reports to the SEC. Every number links to the filing it came from.
Cost of revenueResearch and developmentSelling, general and adminIncome tax
Cost of revenue20¢$42.8M
Research and development12¢$26.0M
Selling, general and admin51¢$109.9M
Income tax17¢$37.9M
Out of $85.3M in revenue.9 The company lost money this year.
Financial statements
Revenue1011129$85.3M in 2025−27% since 2019Gross profit13129$42.5M in 2025−34% since 2019Operating income1011129-$110.2M in 2025+113% since 2019Net income1011129-$74.9M in 2025+16% since 2019
Revenue141516$20.1M in Q2 FY2026+3% since Q3 FY2025Gross profit141516$10.5M in Q2 FY2026+11% since Q3 FY2025Operating income141516-$25.4M in Q2 FY2026−23% since Q3 FY2025Net income141516-$26.8M in Q2 FY2026−23% since Q3 FY2025
Every line of the income statement as filed: the last 3 fiscal years, latest first.9
Period ending
2025-12-31
2024-12-31
2023-12-31
Total revenue
$85.3M
$91.0M
$106.3M
Total cost of revenue
$42.8M
$46.1M
$55.9M
Gross profit
$42.5M
$44.9M
$50.5M
Research and development
$26.0M
$28.8M
$25.9M
Selling, general and administrative
$109.9M
$103.1M
$87.5M
Restructuring and related charges
$14.8M
$12.5M
$7.1M
Transaction and integration expenses
$2.2M
$28.0M
$6.5M
Total operating expenses
$152.8M
$172.4M
$127.0M
Loss from continuing operations
-$110.2M
-$127.5M
-$76.6M
Bargain purchase gain
$0
$25.2M
$0
Interest income
$9.2M
$20.2M
$5.6M
Interest expense
-$26.0K
-$3.3M
-$4.6M
Other income (expense), net
$4.4M
-$5.0M
$1.4M
Loss before income taxes
-$96.7M
-$90.4M
-$74.2M
Income tax benefit (expense)
$37.9M
-$542.0K
-$452.0K
Net loss from continuing operations
-$58.8M
-$90.9M
-$74.7M
Loss from discontinued operations, net of tax
-$16.1M
-$47.9M
$0
Net loss
-$74.9M
-$138.9M
-$74.7M
Less: Induced conversion of redeemable preferred stock
$0
-$46.0M
$0
Net loss attributable to common stockholders
-$74.9M
-$184.9M
-$74.7M
Net loss per share from continuing operations, basic (in dollars per share)
-$0
-$0
-$1
Net loss per share from continuing operations, diluted (in dollars per share)
-$0
-$0
-$1
Net loss per share from discontinued operations, basic (in dollars per share)
-$0
-$0
$0
Net loss per share from discontinued operations, diluted (in dollars per share)
-$0
-$0
$0
Net loss per share attributable to common stockholders, basic (in dollars per share)
-$0.20
-$0.52
-$0.94
Net loss per share attributable to common stockholders, diluted (in dollars per share)
-$0.20
-$0.52
-$0.94
Shares used in computing net loss per share attributable to common stockholders, basic (in shares)
381.6M shares
353.2M shares
79.2M shares
Shares used in computing net loss per share attributable to common stockholders, diluted (in shares)
381.6M shares
353.2M shares
79.2M shares
No quarter-by-quarter statement was filed.
Total assets17101118129$567.8M in 2025+114% since 2019Total liabilities17101118129$143.5M in 2025+29% since 2019Shareholders’ equity1011129$424.3M in 2025+176% since 2019Cash17101118129$120.9M in 2025+458% since 2019Long-term debt1812$299.0K in 2024−100% since 2022
Total assets141516$627.2M in Q2 FY2026+16% since Q3 FY2025Total liabilities141516$87.2M in Q2 FY2026−38% since Q3 FY2025Shareholders’ equity141516$540.0M in Q2 FY2026+35% since Q3 FY2025Cash141516$270.0M in Q2 FY2026+109% since Q3 FY2025
Every line of the balance sheet as filed: the last 4 fiscal years (annual) or 4 quarters (quarterly), latest first.9
Period ending
2025-12-31
2024-12-31
2023-12-31
2022-12-31
Cash and cash equivalents
$120.9M
$166.7M
Short-term investments
$66.7M
$126.1M
Accounts receivable, net
$13.4M
$14.7M
Inventory
$20.0M
$20.7M
Prepaid expenses and other current assets
$4.9M
$4.6M
Current assets held for sale
$228.4M
$43.0M
Total current assets
$454.3M
$375.9M
Property and equipment, net
$19.3M
$22.8M
Operating lease right-of-use asset, net
$26.7M
$26.6M
Other non-current assets
$3.2M
$3.5M
Long-term investments
$25.7M
$0
Deferred tax asset, non-current
$38.6M
$138.0K
Non-current assets held for sale
$0
$183.4M
Total assets
$567.8M
$612.3M
Accounts payable
$5.4M
$5.0M
Accrued liabilities
$29.8M
$21.4M
Operating lease liabilities, current
$5.5M
$4.8M
Deferred revenue, current
$38.9M
$10.3M
Deferred grant income, current
$3.0M
$3.5M
Current liabilities held for sale
$25.6M
$20.8M
Total current liabilities
$108.3M
$65.9M
Convertible notes, non-current
$299.0K
$299.0K
Deferred tax liability
$810.0K
$1.1M
Operating lease liabilities, non-current
$25.0M
$25.6M
Deferred revenue, non-current
$3.5M
$32.7M
Deferred grant income, non-current
$4.3M
$7.2M
Other non-current liabilities
$1.2M
$1.1M
Non-current liabilities held for sale
$6.8M
Total liabilities
$143.5M
$140.6M
Common stock: $0.001 par value, 600,000 shares authorized at December 31, 2025 and 2024; 404,961 and 396,110 shares issued at December 31, 2025 and 2024, respectively; 386,381 and 377,530 shares outstanding at December 31, 2025 and 2024, respectively
$404.0K
$396.0K
Additional paid-in capital
$1.7B
$1.7B
Accumulated other comprehensive income (loss)
-$1.5M
$1.2M
Accumulated deficit
-$1.3B
-$1.2B
Treasury stock at cost: 18,580 shares at December 31, 2025 and 2024
-$46.5M
-$46.5M
Total stockholders' equity
$424.3M
$471.7M
-$148.1M
-$81.5M
Total liabilities and stockholders' equity
$567.8M
$612.3M
Preferred stock, par value (in dollars per share)
$0.00
$0.00
Preferred stock, shares authorized (in shares)
10.0M shares
10.0M shares
Preferred stock, shares issued (in shares)
0 shares
0 shares
Preferred stock, shares outstanding (in shares)
0 shares
0 shares
Common stock, par value (in dollars per share)
$0.00
$0.00
Common stock, shares authorized (in shares)
600.0M shares
600.0M shares
Common stock, shares issued (in shares)
405.0M shares
396.1M shares
Common stock, shares outstanding (in shares)
386.4M shares
377.5M shares
Treasury stock (in shares)
18.6M shares
18.6M shares
Period ending
2025-12-31
2024-12-31
2023-12-31
2022-12-31
Cash and cash equivalents
$120.9M
$166.7M
Short-term investments
$66.7M
$126.1M
Accounts receivable, net
$13.4M
$14.7M
Inventory
$20.0M
$20.7M
Prepaid expenses and other current assets
$4.9M
$4.6M
Current assets held for sale
$228.4M
$43.0M
Total current assets
$454.3M
$375.9M
Property and equipment, net
$19.3M
$22.8M
Operating lease right-of-use asset, net
$26.7M
$26.6M
Other non-current assets
$3.2M
$3.5M
Long-term investments
$25.7M
$0
Deferred tax asset, non-current
$38.6M
$138.0K
Non-current assets held for sale
$0
$183.4M
Total assets
$567.8M
$612.3M
Accounts payable
$5.4M
$5.0M
Accrued liabilities
$29.8M
$21.4M
Operating lease liabilities, current
$5.5M
$4.8M
Deferred revenue, current
$38.9M
$10.3M
Deferred grant income, current
$3.0M
$3.5M
Current liabilities held for sale
$25.6M
$20.8M
Total current liabilities
$108.3M
$65.9M
Convertible notes, non-current
$299.0K
$299.0K
Deferred tax liability
$810.0K
$1.1M
Operating lease liabilities, non-current
$25.0M
$25.6M
Deferred revenue, non-current
$3.5M
$32.7M
Deferred grant income, non-current
$4.3M
$7.2M
Other non-current liabilities
$1.2M
$1.1M
Non-current liabilities held for sale
$6.8M
Total liabilities
$143.5M
$140.6M
Common stock: $0.001 par value, 600,000 shares authorized at December 31, 2025 and 2024; 404,961 and 396,110 shares issued at December 31, 2025 and 2024, respectively; 386,381 and 377,530 shares outstanding at December 31, 2025 and 2024, respectively
$404.0K
$396.0K
Additional paid-in capital
$1.7B
$1.7B
Accumulated other comprehensive income (loss)
-$1.5M
$1.2M
Accumulated deficit
-$1.3B
-$1.2B
Treasury stock at cost: 18,580 shares at December 31, 2025 and 2024
-$46.5M
-$46.5M
Total stockholders' equity
$424.3M
$471.7M
-$148.1M
-$81.5M
Total liabilities and stockholders' equity
$567.8M
$612.3M
Preferred stock, par value (in dollars per share)
$0.00
$0.00
Preferred stock, shares authorized (in shares)
10.0M shares
10.0M shares
Preferred stock, shares issued (in shares)
0 shares
0 shares
Preferred stock, shares outstanding (in shares)
0 shares
0 shares
Common stock, par value (in dollars per share)
$0.00
$0.00
Common stock, shares authorized (in shares)
600.0M shares
600.0M shares
Common stock, shares issued (in shares)
405.0M shares
396.1M shares
Common stock, shares outstanding (in shares)
386.4M shares
377.5M shares
Treasury stock (in shares)
18.6M shares
18.6M shares
Cash from operations1011129-$74.3M in 2025+111% since 2019Capital spending1011129$8.3M in 2025+228% since 2019Free cash flow1011129-$82.6M in 2025+119% since 2019Share buybacks11129$0 in 2025
Cash flow is reported year to date, not quarter by quarter, so there are no separate quarterly figures.
Every line of the cash flow as filed: the last 3 fiscal years, latest first.9
Period ending
2025-12-31
2024-12-31
2023-12-31
Net loss
-$74.9M
-$138.9M
-$74.7M
Bargain purchase gain
$0
-$25.2M
$0
Stock-based compensation expense
$29.6M
$31.7M
$13.1M
Amortization of acquired intangible assets
$1.7M
$4.3M
$11.2M
Depreciation and amortization
$9.3M
$12.5M
$4.0M
Accretion of discount on short-term investments, net
-$2.6M
-$7.4M
-$1.3M
Unrealized loss on equity investments
$602.0K
$0
$0
Non-cash lease expense
$6.0M
$5.8M
$3.9M
Provision for excess and obsolete inventory
$3.5M
$2.5M
$1.5M
Change in fair value of warrants
-$232.0K
-$632.0K
$0
Change in fair value of contingent consideration
-$3.2M
$0
$0
Other non-cash items
$905.0K
$1.0M
$939.0K
Accounts receivable, net
-$1.4M
$9.0M
-$3.0M
Inventory
-$11.5M
-$9.9M
-$4.9M
Prepaid expenses and other assets
$1.1M
-$1.9M
$862.0K
Deferred tax asset, non-current
-$38.1M
-$6.0K
$98.0K
Accounts payable
$2.4M
-$13.0M
$1.6M
Accrued liabilities
$10.4M
$815.0K
$6.2M
Deferred revenue
-$1.3M
-$4.1M
$884.0K
Operating lease liabilities
-$6.4M
-$5.9M
-$3.8M
Other liabilities
-$208.0K
-$4.2M
$47.0K
Net cash used in operating activities
-$74.3M
-$143.5M
-$43.3M
Cash and restricted cash acquired in the Merger
$0
$280.0M
$0
Acquisition of business, net of cash acquired
$0
-$1.4M
$0
Purchases of short-term marketable debt securities
-$99.1M
-$256.1M
-$94.9M
Purchases of long-term marketable debt securities
-$32.3M
$0
$0
Purchases of marketable equity securities
-$6.9M
$0
$0
Purchase of convertible note receivable
-$5.0M
$0
$0
Proceeds from sales and maturities of investments
$179.0M
$349.0M
$118.0M
Purchases of property and equipment
-$8.3M
-$8.4M
-$2.8M
Net cash provided by investing activities
$27.4M
$363.2M
$20.2M
Repayment of term loan and convertible notes
$0
-$63.2M
-$2.1M
Payment of term loan fee
$0
-$545.0K
$0
Repurchase of common stock
$0
-$40.5M
-$5.4M
Proceeds from ESPP stock issuance
$523.0K
$918.0K
$723.0K
Payments for taxes related to net share settlement of equity awards and other
-$484.0K
-$459.0K
-$139.0K
Proceeds from exercise of stock options
$531.0K
$1.2M
$104.0K
Net cash provided by (used in) financing activities
$570.0K
-$102.6M
-$6.8M
Effect of foreign exchange rate fluctuations on cash and cash equivalents
$842.0K
-$785.0K
$34.0K
Net increase (decrease) in cash, cash equivalents and restricted cash
-$45.5M
$116.3M
-$29.8M
Equity consideration transferred in connection with business combinations
$0
$450.1M
$0
Cash paid for interest
$15.0K
$3.1M
$3.8M
(Cash paid) cash refund received for income taxes
-$73.0K
$607.0K
$801.0K
Purchases of property and equipment included in accounts payable
$851.0K
$1.8M
$0
Non-cash right-of-use assets and lease liabilities
Standard BioTools Inc. sits at the top of its group. 15 entities, 13 countries on record. Switch between the flow chart and the network, and select any entity to see its details.
SB Sciences Inc. Subsidiary · Delaware, United States
Standard BioTools (Shanghai) Instrument Technology Company Limited Subsidiary · China
Standard BioTools Australia Pty. Ltd. Subsidiary · Australia
Standard BioTools Canada Inc. Subsidiary · Ontario, Canada
Standard BioTools Europe B.V. Subsidiary · Netherlands
Standard BioTools France SARL Subsidiary · France
Standard BioTools Italy S.r.l. Subsidiary · Italy
Standard BioTools K.K. Subsidiary · Japan
Standard BioTools Singapore Pte. Ltd. Subsidiary · Singapore
Standard BioTools Spain S.l. Subsidiary · Spain
Standard BioTools Sweden A.B. Subsidiary · Sweden
Standard BioTools Switzerland GmbH Subsidiary · Switzerland
Standard BioTools UK Limited Subsidiary · United Kingdom
Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; subsidiaries, stakes and holdings from Wikidata (CC0); major holders from Schedules 13D and 13G. Each entity in the chart links to its source.
What it owns
What Standard BioTools Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.
We lease approximately 78,000 square feet of office and laboratory space at our former headquarters in South San Francisco, California (“SSF”) under a 10-year operating lease that commenced in March 2020 and expires on April 30, 2030. On December 31, 2025, we transferred our corporate headquarters to Boston, Massachusetts and vacated our SSF office. In Singapore, we lease approximately 45,000 square feet of office, laboratory and manufacturing space that expires in June 2027. In Ontario, Canada, we lease a 44,500 square feet property that that expires in March 2036 and a 19,000 square feet property that expires in March 2027. As of December 31, 2025, we also lease office space in Japan, China, and France under arrangements that expire through November 2026.
On February 28, 2023, we entered into an agreement with an unrelated party to sublease 25% of the SSF facility. We expect to recognize $9.1 million in sublease income over the 77-month term of the agreement, which commenced in December 2023 and expires concurrent with the expiration of the head-lease in April 2030.
The rest of Item 2
We believe that all of our leased properties are in good condition and are adequate and suitable to use for their intended purpose, and that suitable additional space would be available on commercially reasonable terms if required. Refer to Note 7 of our consolidated financial statements for additional information about leased properties in this Annual Report.
Things Wikidata records the company as owning, with the share when stated.1
The story
The company was founded in 1999 as Mycometrix by Stephen Quake and Gajus Worthington. The company was formed to commercialize technology developed by Quake at the California Institute of Technology referred to as microfluidic large-scale integration and branded IFCs[1]. Richard DeLateur, a 20-year veteran of Intel, came on as chief financial officer in 2006. Worthington was the company’s chief executive officer from its inception in 1999 to 2016. Quake has remained a member of the company’s scientific advisory board.
The company’s founders created integrated circuits that carried fluids rather than electrons. In 2009, the company was described as “the world’s leading manufacturer of microfluidic devices.” The company’s original microfluidics products were aimed for use in applications such as protein crystallization, genotyping, DNA analysis and PCR.
The company completed a successful initial public offering (IPO) in February 2011, raising about $75 million. This followed a failed, ill-timed IPO in 2008. As of the 2011 IPO, Fluidigm had not yet become profitable. Following a $250 million investment from Casdin Capital, LLC and Viking Global Investors LP in April 2022, Fluidigm changed its name to Standard BioTools. This change in name emphasized their mission to create a diversified, scalable innovation-focused life science tools company serving the pharma research markets.
The company acquired Nasdaq-listed SomaLogic in January 2024 in an all-stock deal.
Standard BioTools is a public company traded on the Nasdaq stock exchange, previously under the ticker symbol FLDM, currently under LAB.
Its genomic analysis products create microfluidic devices or IFCs. Genomics applications using IFCs processed on the Biomark™ X9 System for High-Throughput Genomics include gene expression and genotyping by PCR and NGS library preparation for pathogen detection, agrigenomics, sample identification and pharmacogenomics.
Its proteomic analysis products are based on technology developed by DVS Sciences, acquired by Fluidigm® in 2014. DVS is best known for its multiparameter single-cell protein analysis systems, which analyze antibody/metal complexes using atomic mass spectrometry. The technology enables precise, high-parameter single-cell protein analysis for applications in life sciences research.
The company has remained a pioneer in integrated microfluidic technology, with continued iterations of IFCs for a growing variety of applications. It is also the only company developing mass cytometry technologies for both flow cytometry and imaging applications.
Read the full text
Operations
At the end of 2023, Standard BioTools had a headcount of 500 personnel.
In addition to its headquarters and laboratory facility in South San Francisco, California, which it expanded in 2014, the company established the first biochip manufacturing facility in Singapore in 2005.
In 2022, Standard BioTools expanded their offices and manufacturing and research and development facility in Markham, Ontario.
Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar
Filings
462 filings to the SEC since October 2021: 6 annual reports, 15 quarterly reports, 79 major events, 187 insider forms, 55 large holders, 120 other. The latest 20:
84 open-market trades by officers, directors and large owners since October 2021: 75 buys and 9 sales. Grants, option exercises and gifts are left out.
What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.
Year
Executive
Age
Salary
Total pay
2025
Michael Egholm, Ph.D.President, Chief Executive Officer, and Director
The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 100. Change is in shares since the quarter before.
13F reports cover disclosed long positions in U.S. stocks only.
SEC filer profile
How Standard BioTools Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.
From the cover page of the 10-K filed Mar 16, 2026 (Section 12(b) of the Exchange Act).19
Risk factors and legal proceedings
The risks Standard BioTools Inc. names in Item 1A of its 10-K filed Mar 16, 2026: 48 risks under these headings, as written.19
Risks Related to our Business, Industry, and Strategy
Risks Related to the Transaction with Illumina and Merger with SomaLogic
Risks Related to Operations and Reliance on Third Parties
Risks Related to Quality and the Regulatory Environment
Risks Related to Economic Conditions and Operating a Global Business
Financial, Tax, and Accounting Risks
Risks Related to Intellectual Property
RISKS RELATED TO OUR BUSINESS, INDUSTRY, AND STRATEGY
Our financial results and revenue growth rates have varied significantly from quarter-to-quarter and year-to-year due to a number of factors, and a significant variance in our operating results or rates of growth from our financial guidance or market expectations, if any, could lead to substantial volatility in our stock price.
If we engage in future acquisitions or strategic collaborations, our capital requirements may increase, our stockholders may be diluted, we may incur debt or assume contingent liabilities, and we may be subject to other risks.
We have incurred losses since inception, and we may continue to incur substantial losses for the foreseeable future.
We are subject to risks associated with natural disasters and global events.
The other 44 risks
Market opportunities may not develop as we expect, limiting our ability to successfully sell our products, or our product development and strategic plans may change and our entry into certain markets may be delayed, if it occurs at all.
The life science markets are highly competitive and subject to rapid technological change, and we may not be able to successfully compete.
If our research and product development efforts do not result in commercially viable products within anticipated timelines, if at all, our business and results of operations will be adversely affected.
Our future success is dependent upon our ability to expand our customer base and introduce new applications.
If our products fail to achieve and sustain sufficient market acceptance, our revenue will be adversely affected.
We may not be able to develop new products or enhance the capabilities of our existing systems to keep pace with rapidly changing technology and customer requirements, which could have a material adverse effect on our business, revenue, financial condition, and operating results.
If we fail to achieve the expected financial and operational benefits of our previously announced or future restructuring plans and other strategic initiatives, our business and financial results may be harmed.
Our business growth strategy involves the potential for significant acquisitions, and our operating results and prospects could be harmed if we are unable to integrate future acquisitions successfully.
Our future growth may depend, in part, on our ability to operate in foreign markets, where we would be subject to additional regulatory burdens and other risks and uncertainties.
RISKS RELATED TO THE TRANSACTION WITH ILLUMINA AND MERGER WITH SOMALOGIC
Past and potential future divestitures or other transactions could adversely affect our costs, revenues, profitability, and financial position.
We may be unable to fully realize the expected benefits from the Transaction.
We have been exposed to litigation related to the Merger with SomaLogic and may in the future be exposed to increased litigation, including stockholder litigation, which could have an adverse effect on our business and operations.
RISKS RELATED TO OPERATIONS AND RELIANCE ON THIRD PARTIES
We may experience development or manufacturing problems or delays that could limit the potential growth of our revenue or increase our losses.
Our business depends on research and development spending levels of our customers, a reduction in which could limit our ability to sell our products and adversely affect our business.
If one or more of our manufacturing facilities become unavailable or inoperable, we will be unable to continue manufacturing our instruments, IFCs, assays and/or reagents and, as a result, our business will be harmed until we are able to secure a new facility.
Disruption of our manufacturing facilities or other operations, or in the operations of our customers or business partners, due to earthquake, flood, other natural catastrophic events, public health crises, or terrorism could result in cancellation of orders, delays in deliveries or other business activities, or loss of customers and could seriously harm our business.
We rely on a limited number of third-party suppliers for some of the components and materials used in our products, and the loss of any of these suppliers, or delays or problems in the supply of components and materials could harm our business.
We may not be able to convert our orders in backlog into revenue.
Any disruption or delay in the shipping or off-loading of our products, whether domestically or internationally, may have an adverse effect on our financial condition and results of operations.
Our business operations depend upon the continuing efforts of our management team and other skilled and experienced personnel, and if we are unable to retain them or to recruit and train new key executives, scientists, and technical support personnel, we may be unable to achieve our goals.
If our direct sales, field support, and marketing forces and distribution capabilities are not sufficient to adequately address our customers’ needs, our business will be adversely affected.
To use our products—our X9, CyTOF, and Hyperion systems in particular—customers typically need to purchase specialized reagents. Any interruption in the availability of these reagents for use in our products could limit our ability to market them.
Security incidents, loss of data, cyberattacks, and other information technology failures could disrupt our operations, damage our reputation, and adversely affect our business, operations, and financial results.
The development and use of AI presents risks and challenges that can impact our business, including by posing security risks to our confidential information, proprietary information, and personal data and could give rise to legal and/or regulatory actions, damage our reputation, or otherwise materially harm our business.
RISKS RELATED TO QUALITY AND THE REGULATORY ENVIRONMENT
Our products could have defects or errors, which may give rise to claims against us, adversely affect market adoption of our systems, and adversely affect our business, financial condition, and results of operations.
Disruptions at the SEC, and other government agencies caused by funding shortages, mass layoffs, or global health concerns could hinder their ability to hire and retain key leadership and other personnel, prevent our products from being developed or commercialized in a timely manner, or otherwise prevent those agencies from performing normal business functions on which the operation of our business relies, which could negatively impact our business.
We are currently limited to RUO with respect to many of the materials and components used in our consumable products including our assays.
If the FDA determines that our RUO products are medical devices or if we seek to market our RUO products for clinical diagnostic or health screening use, we will be required to obtain regulatory clearance(s) or approval(s), and may be required to cease or limit sales of our then marketed products, which could materially and adversely affect our business, financial condition and results of operations. Any such regulatory process would be expensive, time-consuming and uncertain both in timing and in outcome.
The FTC and/or state enforcement or regulatory agencies may object to the methods and materials we use to promote our products and services and initiate enforcement against us, which could adversely affect our business and financial condition.
RISKS RELATED TO ECONOMIC CONDITIONS AND OPERATING A GLOBAL BUSINESS
We generate a substantial portion of our revenue internationally and our international business exposes us to business, regulatory, political, operational, financial, and economic risks associated with doing business outside of the United States.
Changes in U.S. trade policy and the impact of tariffs may have a material adverse effect on our business, results of operations and financial condition.
Adverse conditions in the domestic and global economy and disruption of financial markets may significantly harm our revenue, profitability, and results of operations.
We are subject to fluctuations in the exchange rate of the U.S. dollar and foreign currencies.
FINANCIAL, TAX, AND ACCOUNTING RISKS
Our future capital needs are uncertain, and we may need to raise additional funds in the future, which may cause dilution to stockholders or may be upon terms that are not favorable to us.
If we fail to maintain proper and effective internal controls, our ability to produce accurate and timely financial statements could be impaired, which could harm our operating results, our ability to operate our business and investors’ views of us.
Our ability to use net operating loss carryforwards to offset future taxable income for U.S. federal income tax purposes and other tax benefits may be limited.
We are subject to risks related to taxation in multiple jurisdictions and our effective income tax rate could be adversely affected and we could have additional tax liability if existing tax laws or regulations change or if taxing authorities disagree with our interpretations of tax laws or regulations.
Changes in accounting principles, or interpretations thereof, could have a significant impact on our financial position and results of operations.
RISKS RELATED TO INTELLECTUAL PROPERTY
Our ability to protect our intellectual property and proprietary technology through patents and other means is uncertain.
We may be involved in lawsuits to protect or enforce our patents and proprietary rights, to determine the scope, coverage and validity of others’ proprietary rights, or to defend against third-party claims of intellectual property infringement, any of which could be time-intensive and costly and may adversely impact our business or stock price.
We may be subject to damages resulting from claims that we or our employees have wrongfully used or disclosed alleged trade secrets of our employees’ former employers or other institutions or third parties with which such employees may have been previously affiliated.
We depend on certain technologies that are licensed to us. We do not control these technologies and any loss of our rights to them could prevent us from selling our products, which would have an adverse effect on our business.
We are subject to certain manufacturing restrictions related to licensed technologies that were developed with the financial assistance of U.S. governmental grants.
We are subject to certain obligations and restrictions relating to technologies developed in cooperation with Canadian government agencies.
Legal proceedings
Shareholder Litigation
On December 12, 2023 two separate stockholder complaints were filed in the District of Delaware. The complaints asserted claims under Section 14(a) of the Exchange Act and Rule 14a-9 promulgated thereunder and Section 20(a) of the Exchange Act for allegedly causing the filing with the SEC on November 14, 2023 of a materially deficient registration statement on Form S-4. Among other remedies, the plaintiffs sought to enjoin a stockholder vote on the proposed Merger. These complaints were voluntarily dismissed. On
December 13, 2023, a complaint was filed in the Court against SomaLogic and certain officers and directors alleging Breach of Fiduciary Duty and Aiding and Abetting Breach of Fiduciary Duty. This complaint also sought an injunction postponing the proposed business combination between SomaLogic and us, which was denied by the Court on January 4, 2024. An amended complaint was filed on June 20, 2024, containing primarily the same allegations, while removing some of the defendants. The remaining defendants filed a motion to dismiss on July 5, 2024, and served an opening brief on August 19, 2024. The Plaintiffs’ opposition brief was filed on December 2, 2024, and the defendants’ reply brief was filed on March 14, 2025. Oral argument was held on the motion to dismiss on July 10, 2025. On August 7, 2025, the Court issued a bench decision denying the defendants’ motion to dismiss. The Company filed its answer and affirmative defenses to the amendment complaint on October 10, 2025. The Court has scheduled a three-day bench trial commencing on March 8, 2027. The parties currently are engaged in discovery. Litigation is inherently uncertain and there can be no assurance regarding the outcome. Whether or not any plaintiffs’ claim is successful, this type of litigation may result in significant costs and divert management’s attention and resources, which could adversely affect the operation of our business.
