v3.26.1
FINANCIAL INSTRUMENTS
3 Months Ended
Mar. 31, 2026
Investments, All Other Investments [Abstract]  
FINANCIAL INSTRUMENTS
NOTE 2. FINANCIAL INSTRUMENTS
Fair Value of Financial Instruments
Fair value is the exchange price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
The fair value hierarchy established under U.S. GAAP requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The three levels of inputs that may be used to measure fair value are as follows:
Level 1: quoted prices in active markets for identical assets or liabilities;
Level 2: inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and
Level 3: unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
We consider an active market as one in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Conversely, we view an inactive market as one in which there are few transactions for the asset or liability, the prices are not current, or price quotations vary substantially either over time or among market makers. Where appropriate, our non-performance risk, or that of our counterparty, is considered in determining the fair values of liabilities and assets, respectively.
We classify our cash deposits and money market funds within Level 1 of the fair value hierarchy because they are valued using bank balances or quoted market prices. We classify our investments as Level 2 instruments based on market pricing and other observable inputs. We did not classify any of our investments within Level 3 of the fair value hierarchy.
Assets and liabilities measured at fair value are classified in their entirety based on the lowest level input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the entire fair value measurement requires management to make judgments and consider factors specific to the asset or liability.
The carrying amount of our accounts receivable, prepaid expenses, other current assets, accounts payable, accrued expenses and other liabilities, current, approximate fair value due to their short maturities.
Assets Measured at Fair Value on a Recurring Basis
The following table sets forth the fair value of our financial assets that were measured on a recurring basis:
March 31, 2026December 31, 2025
(In thousands)
Level 1Level 2Level 3TotalLevel 1Level 2Level 3Total
Assets
Cash and cash equivalents $56,274 $— $— $56,274 $60,496 $3,211 $— $63,707 
Investments:
Commercial paper — — — — — — — — 
Corporate debt securities — 20,238 — 20,238 — 23,250 — 23,250 
U.S. government & agency securities— 199,450 — 199,450 — 192,549 — 192,549 
Total investments — 219,688 — 219,688 — 215,799 — 215,799 
Short-term restricted cash19 — — 19 20 — — 20 
Long-term restricted cash1,571 — — 1,571 1,532 — — 1,532 
Total assets measured at fair value $57,864 $219,688 $— $277,552 $62,048 $219,010 $— $281,058 
During the three months ended March 31, 2026, there were no transfers between Level 1, Level 2, or Level 3 assets reported at fair value on a recurring basis, and our valuation techniques did not change compared to the prior year.
Contingent Consideration
In connection with the August 2023 Apton Biosystems, Inc. (“Apton”) acquisition, contingent consideration of $25.0 million, which we could elect to pay in cash, shares of our common stock or a combination of cash and shares of our common stock, was due upon the achievement of a milestone, defined as the achievement of $50.0 million in revenue associated with Apton's technology, provided that the milestone event occurred prior to the five-year anniversary of the closing date of the acquisition.
On January 30, 2026, we completed a disposition of certain assets (the "Asset Sale") to Illumina Cambridge Limited (the “Buyer”) pursuant to an Asset Purchase Agreement dated January 30, 2026. Under the agreement, Buyer acquired certain intellectual property and other assets related to our short-read DNA sequencing technology and related clustering, sequencing reagent, and detection technologies. In consideration, Buyer paid $50.0 million in cash, assumed certain liabilities, and granted us a non-exclusive license to certain intellectual property included in the purchased assets.
During the three months ended March 31, 2026, in connection with the Asset Sale, Buyer paid, at our direction, 4% of the net cash proceeds to the former equity holders of Apton in connection with the waiver of remaining milestone obligations from the Apton acquisition. As a result, we received approximately $48.1 million in net cash proceeds from the Asset Sale. In connection with the transaction, the Company incurred transaction costs of $2.3M in the first quarter of 2026 that are offset against the gain on disposal of assets on our condensed consolidated statements of operations and comprehensive loss.
The contingent consideration was accounted for as a liability at fair value, with changes during each reporting period recognized in our condensed consolidated statements of operations and comprehensive loss. The fair value of the contingent consideration liability was calculated using a Monte Carlo Simulation to estimate the volatility and systematic relative risk of revenues subject to sales milestone payments and discounting the associated cash payment amounts to their present values using a credit-risk-adjusted interest rate.
We classified contingent consideration within Level 3, as factors used to develop the estimate of fair value include unobservable inputs that are not supported by market activity and are significant to the fair value. Estimates and assumptions used in the Monte Carlo simulation include risk-adjusted forecasted revenues for products and services leveraging Apton's technology and an estimated credit spread.
As of March 31, 2025, primarily due to management's decision to cease development of the high-throughput short-read system, and the resulting changes in the expected future revenues, among other factors, and as the milestone event needed to occur prior to the five-year anniversary of the closing date of the acquisition, the estimated fair value of the contingent consideration liability was $0, resulting in a change in fair value for the
first quarter of 2025 of $18.7 million. Changes to the fair value are recorded as change in fair value of contingent consideration in the condensed consolidated statements of operations and comprehensive loss.
Cash, Cash Equivalents, Restricted Cash, and Investments
The following tables summarize our cash, cash equivalents, restricted cash, and investments:
As of March 31, 2026
(In thousands)
Amortized
Cost
Gross
unrealized
gains
Gross
unrealized
losses
Fair
Value
Cash and cash equivalents$56,274 $— $— $56,274 
Investments:
Corporate debt securities 20,245 28 (35)20,238 
U.S. government & agency securities199,590 88 (228)199,450 
Total investments 219,835 116 (263)219,688 
Total cash, cash equivalents and investments $276,109 $116 $(263)$275,962 
Short-term restricted cash$19 $— $— $19 
Long-term restricted cash$1,571 $— $— $1,571 
As of December 31, 2025
(In thousands)
Amortized
Cost
Gross
unrealized
gains
Gross
unrealized
losses
Fair
Value
Cash and cash equivalents$63,707 $— $— $63,707 
Investments:
Corporate debt securities23,172 78 — 23,250 
U.S. government & agency securities192,170 380 (1)192,549 
Total investments215,342 458 (1)215,799 
Total cash, cash equivalents and investments$279,049 $458 $(1)$279,506 
Short-term restricted cash$20 $— $— $20 
Long-term restricted cash$1,532 $— $— $1,532 
The following table summarizes the contractual maturities of our cash equivalents and available-for-sale investments, excluding money market funds, as of March 31, 2026:
(In thousands)
Fair Value
Due in one year or less $136,535 
Due after one year through five years 83,153 
Total$219,688 
Actual maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations without call or prepayment penalties.
Investment income included in other income, net on the condensed consolidated statements of operations and comprehensive loss was $2.5 million for the three months ended March 31, 2026 and $3.9 million for the three months ended March 31, 2025, respectively.