On April 4, 2025 (the “Pathline Acquisition Date”), the Company completed the acquisition of a 100% ownership interest in Pathline LLC (“Pathline”), a CLIA/CAP/NYS-certified laboratory based in New Jersey. The purchase price consisted of (i) gross initial consideration of $8.0 million, which was reduced by a net adjustment of $0.7 million reflective of cash and other adjustments and (ii) up to $2.0 million of contingent consideration if Pathline completes certain validation milestones within a specific timeline. As of the Pathline Acquisition Date, the Company estimated the contingent consideration liability to be $1.0 million, reflecting its best estimate regarding the achievement of the validation milestone. In September 2025, the Company met the contingent consideration threshold of $1.0 million upon achievement of the validation milestone. The Pathline acquisition aligns with the Company's strategic objective of expanding its presence, capabilities, and offerings in the Northeastern United States.

The acquisition of Pathline was determined to be a business combination and has been accounted for using the acquisition method. The purchase price and purchase price allocation were based upon management’s best estimates and assumptions and were considered final as of March 31, 2026. The following table summarizes the purchase consideration recorded for the acquisition of Pathline, the fair value of the net assets acquired and liabilities assumed, and the calculation of goodwill based on the excess of the consideration transferred over the fair value of the net assets acquired and liabilities assumed at the Pathline Acquisition Date (in thousands, except per share data):


	April 4, 2025 (as initially reported)		Measurement Period Adjustments		April 4, 2025 (as adjusted)
Purchase consideration:
Initial cash consideration, net(1)	$	7,275	$	220	$	7,495


Contingent consideration	1,000		—		1,000
Total purchase consideration	$	8,275	$	220	$	8,495

Allocation of the purchase consideration:
Cash and cash equivalents	$	317	$	—	$	317
Accounts receivable, net	3,324		—		3,324
Inventories	657		—		657
Prepaid and other current assets	443		234		677
Intangible assets	1,200		—		1,200
Property and equipment	1,264		—		1,264
Operating lease right-of-use assets	6,632		(161)		6,471
Other non-current assets	200		—		200
Total identifiable assets acquired	14,037		73		14,110




Total identifiable liabilities assumed	10,602		(258)		10,344
Net identifiable assets acquired	3,435		331		3,766
Goodwill(2)	4,840		(111)		4,729
Total purchase consideration	$	8,275	$	220	$	8,495

The goodwill recognized was primarily attributable to expected synergies of the combined businesses, increased market penetration, and expanded service capabilities in the Northeast resulting from the acquisition. A majority of the goodwill resulting from the acquisition of Pathline is expected to be deductible for income tax purposes.

Acquired intangible assets consist of customer relationships, which were valued using an income-based approach by discounting expected cash flows from existing customer relationships to determine the economic benefit expected to be realized post-acquisition. These assets will be amortized over a weighted average period of seven years.

On December 31, 2025, the Company completed the sale of substantially all of the operating assets of Trapelo Health, LLC (“Trapelo”), its wholly owned subsidiary, for upfront consideration of $2.5 million and contingent consideration of up to $5.0 million upon achievement of certain revenue milestones within a specified period. During the three and six months ended June 30, 2026, there were no changes to the Company's estimate of contingent consideration. An impairment charge of $8.2 million, consisting of a $3.5 million loss on goodwill and a $4.7 million loss on developed technology, was recognized for both the three and six months ended June 30, 2025, which were included under impairment charges in the Consolidated Statements of Operations. There were no such charges for the three and six months ended June 30, 2026.