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Business Combinations
 6 Months Ended
Jun. 30, 2026
Business Combination [Abstract]  
Business Combinations

Note 15. Business Combinations

Bako Business Combination

On March 17, 2026, or the Bako acquisition date, Inform Diagnostics, Inc., a wholly owned subsidiary of the Company, completed an acquisition of substantially all of the assets and certain specified liabilities of Bako Diagnostics, a premier pathology laboratory, or Bako, and 100% of the issued and outstanding equity of StrataDx, a premier dermatopathology laboratory. Under the terms of the asset purchase agreement, as well as the purchase and sale agreement, both dated December 20, 2025, the total purchase price was approximately $55.7 million, net of cash received. These acquisitions, or collectively, the Bako Acquisition, enable the Company to further strengthen its laboratory services business by adding new products and services and further expand its national client base, national sales team, and team of expert pathologists.

The financial results of the Bako Acquisition are included in the condensed consolidated financial statements from the date of acquisition.

The Company accounted for the acquisitions as a business combination under Accounting Standards Codification Topic 805, Business Combinations, or “ASC 805.” Accordingly, the total consideration transferred has been allocated to the tangible assets and identified intangible assets acquired and liabilities assumed based on their estimated fair values as of the Bako acquisition date. The excess of the consideration transferred over the fair value of net identifiable assets acquired has been recognized as goodwill. The purchase price allocation is preliminary and remains subject to change, primarily with respect to deferred taxes. As additional information becomes available — including the filing and finalization of federal and state tax returns for periods prior to the Bako acquisition date, and the resolution of other post-closing matters — the Company may further update the preliminary purchase price allocation during the remainder of the measurement period (up to one year from the Bako acquisition date).

During the three months ended June 30, 2026, the Company finalized the post-closing purchase price adjustment for the Bako Acquisition pursuant to the terms of the purchase agreements, resulting in an excess payment of $0.1 million owed to the seller. This amount was recorded as a measurement period adjustment under ASC 805, increasing goodwill as of the Bako acquisition date. The adjustment had no impact on the Company’s consolidated statements of operations for the six months ended June 30, 2026.

 

The following tables summarize the updated purchase price allocation:

 

As Initially Reported

 

 

Measurement Period Adjustment

 

 

As Revised

 

 

(in thousands)

 

Considerations

 

 

 

 

 

 

 

 

Cash paid

$

56,111

 

 

$

—

 

 

$

56,111

 

Considerations not paid yet (in accrued liabilities)

 

141

 

 

 

146

 

 

$

287

 

Total considerations

$

56,252

 

 

$

146

 

 

$

56,398

 

 

 

 

 

 

 

 

 

 

Recognized amounts of identifiable assets acquired and liabilities assumed

 

 

 

 

 

 

 

 

Cash and cash equivalents

$

544

 

 

$

—

 

 

$

544

 

Trade accounts receivable

 

2,090

 

 

 

—

 

 

$

2,090

 

Inventory

 

1,561

 

 

 

—

 

 

$

1,561

 

Prepaid expenses

 

2,353

 

 

 

—

 

 

$

2,353

 

Fixed assets

 

1,459

 

 

 

—

 

 

$

1,459

 

ROU assets - operating

 

2,839

 

 

 

—

 

 

$

2,839

 

Other long-term assets

 

25

 

 

 

—

 

 

$

25

 

Identifiable intangible assets

 

22,700

 

 

 

—

 

 

$

22,700

 

Accounts payable

 

(1,952

)

 

 

—

 

 

$

(1,952

)

Accrued liabilities

 

(2,741

)

 

 

16

 

 

$

(2,725

)

Operating lease liabilities

 

(2,839

)

 

 

—

 

 

$

(2,839

)

Deferred tax liabilities

 

(1,166

)

 

 

—

 

 

$

(1,166

)

Recognized amounts of identifiable assets acquired and liabilities assumed, net

 

24,873

 

 

 

16

 

 

 

24,889

 

Goodwill

 

31,379

 

 

 

130

 

 

$

31,509

 

Total

$

56,252

 

 

$

146

 

 

$

56,398

 

The goodwill of $31.5 million arising from the acquisition is attributed to the expected synergies, assembled workforce, and other benefits that will potentially be generated from the business combination along with deferred tax. The goodwill recognized is not deductible for tax purposes.

The identified intangible assets acquired consisted of $22.0 million in customer relationships with an estimated amortization life of ten years and $0.7 million in trade name with an estimated amortization life of three years.

The fair value of the customer relationships was estimated using the Multiperiod Excess Earnings Method, or MPEEM, of the income approach. Under the MPEEM, an intangible asset’s fair value is equal to the present value of the incremental after-tax cash flows attributable only to the subject intangible asset after deducting contributory asset charges. The incremental after-tax cash flows attributable to the customer relationships are then discounted to their present value at a risk-adjusted rate of return. The fair value of the trade name was estimated using the relief from royalty, or RFR, method. The RFR method estimates the portion of the Company’s earnings attributable to an intangible asset based on the royalty rate the Company would have paid for the use of the asset if it did not own it. The useful lives of the intangible assets for amortization purposes were determined by considering the period of expected cash flows used to measure the fair values of the intangible assets adjusted as appropriate for entity-specific factors including legal, regulatory, contractual, competitive, economic and other factors that may limit the useful life. The customer relationships and trade name are amortized on a straight-line basis over their estimated useful lives.

The revenue and net loss of the acquiree since the Bako acquisition date are $19.5 million and $3.4 million, respectively, which are included in the accompanying Condensed Consolidated Statements of Operations.

The acquisition-related costs associated with the acquisition of Bako consisted primarily of legal, regulatory and financial advisory fees of approximately $0.3 million for the second quarter of 2026, $2.6 million for the first quarter of 2026, and $1.5 million incurred in the fourth quarter of 2025. These acquisition-related costs were expensed as incurred as general and administrative expenses.

ANP Technologies, Inc.

On July 9, 2025, or the ANP acquisition date, the Company completed an acquisition of 100% of the outstanding equity of ANP, an innovation-driven company, which has developed multiple proprietary product platforms. The acquisition was structured as a combination of cash and stock, net of cash received. This acquisition enables the Company to secure ownership of the patents previously licensed from ANP, which are currently utilized in ongoing clinical studies. By securing full ownership of these intellectual property rights, the Company aims to enhance its control over the development and commercialization of related therapeutic candidates, thereby aligning with its strategic objectives to advance clinical programs.

The financial results of ANP are included in the consolidated financial statements from the date of acquisition.

During the three months ended March 31, 2026, the Company finalized the federal and state income tax returns for ANP for periods prior to the ANP acquisition date. As a result of this finalization, the Company identified a measurement period adjustment resulting in a decrease to deferred tax liabilities of $2.7 million, with a corresponding decrease to goodwill of $2.7 million. This adjustment is reflected retrospectively as of the ANP acquisition date in accordance with ASC 805. The adjustment had no impact on the Company’s consolidated statements of operations for the six months ended June 30, 2026.

The following table summarizes the updated and finalized purchase price allocation:

 

As Initially Reported

 

 

Measurement Period Adjustment

 

 

As Revised

 

 

(in thousands)

 

Considerations

 

 

 

 

 

 

 

 

Cash paid

$

14,322

 

 

 

—

 

 

$

14,322

 

Cash held back

 

1,887

 

 

 

—

 

 

 

1,887

 

Settlement of pre-existing accounts payable

 

(290

)

 

 

—

 

 

 

(290

)

Contingent consideration

 

5,731

 

 

 

—

 

 

 

5,731

 

Total considerations

$

21,650

 

 

$

—

 

 

$

21,650

 

 

 

 

 

 

 

 

 

 

Recognized amounts of identifiable assets acquired and liabilities assumed

 

 

 

 

 

 

 

 

Cash and cash equivalents

$

18,097

 

 

 

—

 

 

$

18,097

 

Trade accounts receivable

 

7

 

 

 

—

 

 

 

7

 

Other current assets

 

97

 

 

 

—

 

 

 

97

 

ROU assets - operating

 

612

 

 

 

—

 

 

 

612

 

Other long-term assets

 

15

 

 

 

—

 

 

 

15

 

Identifiable intangible assets

 

6,200

 

 

 

—

 

 

 

6,200

 

Accounts payable

 

(75

)

 

 

—

 

 

 

(75

)

Accrued liabilities

 

(591

)

 

 

—

 

 

 

(591

)

Operating lease liabilities

 

(612

)

 

 

—

 

 

 

(612

)

Income tax payable

 

(1,562

)

 

 

—

 

 

 

(1,562

)

Other long-term liabilities

 

(3,563

)

 

 

2,728

 

 

 

(835

)

Recognized amounts of identifiable assets acquired and liabilities assumed, net

 

18,625

 

 

 

2,728

 

 

 

21,353

 

Goodwill

 

3,025

 

 

 

(2,728

)

 

 

297

 

Total

$

21,650

 

 

$

—

 

 

$

21,650

 

The acquisition includes a contingent consideration arrangement that requires the Company to issue up to 292,682 shares of the Company’s common stock to the sellers of ANP upon ANP’s achievement of certain minimum levels of cash receipts over the next two years. The contingent consideration is classified as equity, and the fair value of $5.7 million was calculated based on the stock price of the Company’s common stock on the ANP acquisition date. The fair value of the contingent consideration does not need to be remeasured, as the subsequent settlement will be accounted for as equity.

The merger agreement, as amended, called for the Company to hold back $1.9 million to serve as collateral for indemnification of the equity holders. $1.0 million of the holdback will be released to the sellers of ANP after the initial survival date (three years after closing), and the remaining amount is to be released four years after the closing date.

The goodwill of $0.3 million arising from the acquisition is attributed to the expected synergies, assembled workforce and other benefits that will potentially be generated from the business combination along with deferred tax. The goodwill recognized is not deductible for tax purposes.

The identified intangible assets acquired consisted of $3.9 million IPR&D which is an indefinite-lived asset and as such is not amortized, and $2.3 million customer relationships with an estimated amortization life of 18 years.

The fair value of the IPR&D was estimated using the cost to recreate method of the cost approach. The cost to recreate method estimates the expense to the Company if the intangible assets were to be recreated. The fair value of the customer relationships was estimated using the MPEEM under the income approach, see above for additional details. The useful lives of the intangible assets for amortization purposes were determined by considering the period of expected cash flows used to measure the fair values of the intangible assets adjusted as appropriate for entity-specific factors including legal, regulatory, contractual, competitive, economic and other factors that may limit the useful life. The customer relationships are amortized on a straight-line basis over the estimated useful lives.

During the three months ended June 30, 2026, the Company recorded a full impairment of the customer relationships intangible asset. See Note 17. Goodwill and Intangible Assets, for further details.