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 $388.2 million, which included $25.0 million of contingent consideration received based on the achievement of specified revenue thresholds during fiscal year 2025. 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 recognizes contingent earnout consideration when it becomes realizable, and accordingly no amount was recorded as of June 30, 2026. In July 2026, the Company agreed to settle the remaining contingent earnout for $30.0 million in cash. See Note 15, Subsequent Events.

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 was entitled to a specified royalty stream on net revenues generated from sales of Single SOMAmers. The royalty rates were low- to mid-single digit percentages. The royalty arrangements described in (i) and (iii) were considered to be contingent consideration for the sale of the SomaScan Business. The Company elected to account for this contingent consideration as a gain contingency under ASC 450-30. These agreements were terminated in July 2026. See Note 15, Subsequent Events.

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 June 30,						Six Months Ended June 30,
	2026			2025			2026			2025
Revenue(1)	$	—		$	20,200		$	37,172		$	40,773
Costs and expenses
Cost of revenue		—			11,552			4,504			23,432
Selling, general and administrative expenses		—			8,216			6,055			17,099
Research and development		—			5,850			2,881			11,738
Transaction expenses		—			10,507			15,237			10,507
Total operating costs and expenses		—			36,125			28,677			62,776
Operating income (loss)		—			(15,925	)		8,495			(22,003	)
Other income, net		—			14			131			3,397
Gain on sale of business		—			—			172,289			—
Indemnification-related loss(2)		(4,212	)		—			(4,212	)		—
(Loss) income from discontinued operations before income taxes		(4,212	)		(15,911	)		176,703			(18,606	)
Income tax benefit (expense)		(1,021	)		125			(40,242	)		157
(Loss) income from discontinued operations, net of tax	$	(5,233	)	$	(15,786	)	$	136,461		$	(18,449	)

(1)

During the six months ended June 30, 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.

(2)

In connection with the sale of SomaLogic to Illumina, the Company agreed to indemnify Illumina for certain litigation matters. The Company recorded a liability of $3.3 million as of the closing date, which remained unchanged as of March 31, 2026. During the three months ended June 30, 2026, the Company recorded an additional charge of $4.2 million related to the litigation matters, which were settled in July 2026.

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


	Six Months Ended June 30,
	2026		2025
Depreciation and amortization	$	—	$	2,356
Amortization of acquired intangible assets		—		1,715
Capital expenditures		—		1,644
Stock-based compensation expense		3,823		1,975
Non-cash lease expense		124		649