On June 22, 2025, the Company entered into the Purchase Agreement with Illumina for the divestiture of the SomaScan Business. On January 30, 2026, the Company completed the sale of the Disposed Entities to Illumina pursuant to the Purchase Agreement. The Disposed Entities comprised the Company's SomaScan Business, including its SomaScan assay platform and related products and services. The Company retained its mass cytometry and microfluidics businesses, which were not part of the Transaction.

At closing, the Company received net cash consideration of $363.2 million and recognized $25.0 million of consideration receivable based on the achievement of specified revenue thresholds during fiscal year 2025, for total net consideration of $388.2 million. The total consideration is subject to customary post-closing adjustments for working capital. In addition, the Company is eligible to receive additional contingent earnout payments of up to $50.0 million based on the achievement of specified revenue thresholds for SomaScan assay services and related products during fiscal year 2026. The Company will recognize the contingent earnout consideration as it becomes realizable.

The Company recognized a pre-tax gain of $172.3 million on the sale, calculated as the excess of the fair value of consideration received and consideration receivable over the carrying value of the net assets of the Disposed Entities, including allocated goodwill. As a result of this gain, the Company recognized $39.2 million of income tax expense. The gain and income tax expense are reflected in income from discontinued operations, net of tax.

In connection with the closing, the Company and Illumina entered into (i) a royalty agreement, pursuant to which the Company is entitled to a specified royalty stream on net revenues generated from sales of SOMAmer-based next-generation sequencing library preparation kits, (ii) a license agreement, pursuant to which Illumina provided a specified license to the Company for the intellectual property relating to Single SOMAmers for potential development and commercialization of Single SOMAmer reagents for use in single plex affinity assays, and (iii) a royalty agreement, pursuant to which the Company is entitled to a specified royalty stream on net revenues generated from sales of Single SOMAmers. The royalty rates are low- to mid-single digit percentages. The royalty arrangements described in (i) and (iii) are considered to be contingent consideration for the sale of the SomaScan Business. The Company has elected to account for this contingent consideration as a gain contingency under ASC 450-30 and will recognize royalty income when it is realized or becomes realizable.

As a result of the closing of the Transaction, the Company no longer has any subsidiary that is a party to the collaboration agreement that the Company previously entered into with Illumina in December 2021 (the “Collaboration Agreement”), and neither the Company nor any of its subsidiaries is entitled to any royalties or other payments under the Collaboration Agreement.


	Three Months Ended March 31,
	2026			2025
Revenue(1)	$	37,172		$	20,573
Costs and expenses
Cost of revenue		4,504			11,880
Selling, general and administrative expenses		6,055			8,883
Research and development		2,881			5,888
Transaction and integration expenses		15,237			-
Total operating costs and expenses		28,677			26,651
Operating income (loss)		8,495			(6,078	)
Other income, net		131			3,383
Gain on sale of business		172,289			-
Income (loss) from discontinued operations before income taxes		180,915			(2,695	)
Income tax (expense) benefit		(39,221	)		32
Income (loss) from discontinued operations, net of tax	$	141,694		$	(2,663	)

(1)

During the three months ended March 31, 2026, the Company recognized revenue of $29.8 million related to the transaction price under the Collaboration Agreement with Illumina, which primarily reflects the release of the deferred revenue balance previously established under the Collaboration Agreement upon the sale of the SomaScan Business. The Company has classified the $29.8 million within discontinued operations consistent with the treatment of all SomaScan Business-related activities. Out of the $29.8 million recognized, $0.6 million reflects Illumina’s exercise of its material right to be provided with SOMAmer reagents for commercialization of the co-branded kits.

Details of non-cash operating expenses and capital expenditures of the discontinued operations are as follows:


	Three Months Ended March 31,
	2026		2025
Depreciation and amortization	$	—	$	1,184
Amortization of acquired intangible assets		—		898
Capital expenditures		—		854
Stock-based compensation expense		3,823		962
Non-cash lease expense		124		335