v3.25.2
Business Combinations
 6 Months Ended
Jun. 30, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Business Combinations Business Combinations
As discussed in Note 1, on May 5, 2025, the Company completed the previously announced acquisition to acquire all of the issued and outstanding capital stock of Fabric Genomics for cash consideration of approximately $33.5 million. Fabric Genomics offers its artificial intelligence (“AI”) based platform for Next Generation Sequencing analysis, interpretation, and clinical reporting for rare disease, hereditary risk, and cancer testing with accuracy and scalability.
The Company evaluated the Merger and concluded that it represented a business combination under ASC 805, Business Combinations. Therefore, the Merger has been accounted for under the acquisition method of accounting. Under the acquisition method, the total purchase price of the Merger is allocated to the net tangible and identifiable intangible assets acquired, contingent consideration and liabilities assumed based on the fair value as of the Merger Date. The fair value of consideration totaled $36.9 million, which includes $3.4 million in contingent consideration. See Note 5, “Fair Value Measurements” included within this Quarterly Report for further information on the contingent consideration liability .
The Company recorded the assets acquired, contingent consideration and liabilities assumed as of the Merger Date based on the information available as of that date. As the Company finalizes the fair values of the assets acquired, contingent consideration and liabilities assumed, purchase price adjustments may be recorded during the measurement period and such adjustments could be material. The Company will reflect measurement period adjustments, if any, in the period in which the adjustments are recognized. The amounts recognized will be finalized as the information necessary to complete the analysis is obtained, but no later than one year after the Merger Date.
The following table presents the allocation of the purchase price to the estimated fair value of the assets acquired and liabilities assumed as of the Merger Date:

Cash and cash equivalents$272 
Accounts receivable510 
Prepaid expenses and other current assets334 
Property and equipment, net12 
Other assets59 
Intangible assets, net25,500 
Operating lease right-of-use assets854 
Accounts payable and accrued expenses(1,147)
Deferred revenue(1,609)
Operating lease liability(854)
Fair value of net assets acquired23,931 
Goodwill (1)
12,926 
Aggregate purchase price$36,857 
(1)The goodwill recorded relating to the Merger is the excess of the fair value of the consideration transferred by the acquirer over the fair value of the net identifiable assets acquired and liabilities assumed at the Merger Date, and represents future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. The goodwill recorded is not deductible for tax purposes.
The fair value of acquired intangible assets was based on the present value of expected future cash flows attributable to the respective intangible assets using the net present value approach.
During the three and six months ended June 30, 2025, the Company incurred $0.5 million and $1.7 million in transaction costs associated with the acquisition, respectively. These expenses included third-party professional firms’ services related to due diligence, advisory and legal services and were included in general and administrative expenses in the condensed consolidated statements of operations and comprehensive income (loss). The Company’s results for the three and six months ended June 30, 2025 include $0.9 million of revenue from Fabric Genomics.
The following table reflects the fair values and useful lives of the acquired intangible assets identified based on the Company’s preliminary purchase accounting assessments:
May 5, 2025June 30, 2025Life (in Years)
Trade names and trademarks$4,500 $4,450 15
Developed technology14,900 14,624 9
Customer relationships6,100 6,027 14
$25,500 $25,101 
Amortization expense for trade names and trademarks and developed technology of $0.3 million was recorded in general and administrative for the three months ended June 30, 2025 within the condensed consolidated statements of operations and comprehensive income (loss). Amortization expense for customer relationships of $0.1 million was recorded in selling and marketing for the three months ended June 30, 2025 within the condensed consolidated statements of operations and comprehensive income (loss).
The following table summarizes the Company’s estimated future amortization expense of intangible assets with finite lives as of June 30, 2025:
2025 (remainder of year)$1,196 
20262,391 
20272,391 
20282,391 
20292,391 
Thereafter14,341 
Total estimated future amortization expense$25,101 
Pro forma financial information
The following table provides unaudited pro forma financial information for the three and six months ended June 30, 2025 and 2024 as if the Merger had occurred as of January 1, 2024:

Three months ended June 30,Six months ended June 30,
2025202420252024
Pro forma revenues$103,183 $72,079 $191,577 $135,849 
Pro forma net income (loss)11,112 (31,402)2,621 (53,972)
The pro forma results include the following adjustments based on the Company’s preliminary analysis and are subject to change as additional analysis is performed:
•additional amortization expense resulting from the acquired intangible assets,
•the change in fair value of contingent consideration liability.

The pro forma results do not include any anticipated cost savings or other effects of the plan integration of Fabric Genomics. Accordingly, the pro forma results above are not necessarily indicative of the results that would have been if the Merger had occurred on the dates indicated, nor are the pro forma results indicative of results which may occur in the future.