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SUBSEQUENT EVENTS | 6 Months Ended
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Jun. 30, 2025
Subsequent Events [Abstract] |
SUBSEQUENT EVENTS | (17) SUBSEQUENT EVENTS On July 22, 2025, the Company committed to a plan to restructure certain support functions (the “Restructure”), as part of a multi-year productivity plan (the “Plan”). The Plan includes several initiatives that will drive sustainable growth, improve operating leverage, and amplify the Company's ability to invest in innovation and serve more patients. These savings will primarily come from general and administrative efficiencies, that in addition to restructuring certain support functions, include external spend optimization, and accelerating the use of artificial intelligence and automation in core operations. The Company currently expects the Restructure will result in general and administrative costs of approximately $30 million throughout the second half of 2025 and 2026, a majority of which will be incurred in the third quarter of 2025, primarily related to employee termination costs and consulting fees. These estimates and the timing thereof, are subject to a number of assumptions and actual results may differ from current expectations. The Company may also record other charges or cash expenditures not currently contemplated due to events that may occur as a result of, or associated with, the initiatives. On August 4, 2025, the Company entered into a Collaboration and License Agreement (the “Agreement”) with Freenome Holdings, Inc. (“Freenome”), under which the Company and Freenome will collaborate to develop and commercialize certain blood-based screening and diagnostic products (“Collaboration Products”) for colorectal cancer (“CRC”). Beginning from the execution of the Agreement, the Company has co-exclusive rights to commercialize Freenome’s existing CRC screening test as a laboratory developed test in the United States (the “Field”). Upon the later of (1) certain requirements related to antitrust clearance being satisfied (the “Antitrust Clearance Date”) and (2) receipt of first-line U.S. Food and Drug Administration (“FDA”) approval for a Collaboration Product, the Company will obtain exclusive rights to commercialize such Collaboration Product in the in the Field. Under the terms of the Freenome Agreement, the Company is obligated to pay to Freenome $75.0 million in cash upon the earlier to occur of (1) the Antitrust Clearance Date and (2) November 3, 2025. Up to an additional $700.0 million will be payable based upon the achievement of certain development and regulatory milestones. In addition, the Company will be obligated to pay Freenome royalty payments on net sales of Collaboration Products ranging from 0% to 10% depending on the test’s profitability to the Company and subject to customary royalty stacking provisions. Pursuant to the Freenome Agreement, the Company also agreed to a research and development commitment under which, beginning on the Antitrust Clearance Date, the Company will contribute $20.0 million in development costs annually over three years. If the Freenome Agreement is terminated pursuant to certain provisions related to antitrust laws, the Company may be entitled to a refund of the Upfront Payment or receive Freenome securities with a value of $75 million. The Company also entered into a note purchase agreement with Freenome under which the Company agreed to purchase from Freenome a $50.0 million senior convertible note with a 5.0% coupon rate due in 2030.

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/855/tableOfContent Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Topic 855 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 2 -Subparagraph (a) -Publisher FASB -URI https://asc.fasb.org/1943274/2147483399/855-10-50-2 + Details
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