v3.26.3
Related Parties
9 Months Ended
Sep. 30, 2026
Related Party Transactions [Abstract]  
Related Parties
16.
RELATED PARTIES

Strategic Investment

The Company's Founder and Chief Executive Officer is a co-founder and serves as Executive Chairman of the board of Pathos AI, Inc. ("Pathos"). On August 19, 2021, the Company entered into a Master Agreement with Pathos, which was subsequently

amended on February 12, 2024 (as amended, the "Amended and Restated Master Agreement"), for the purpose of furthering the commercialization efforts of drug development. In connection therewith, the Company received a warrant to purchase 23,456,790 shares, or approximately 15% of the current outstanding equity in Pathos, for $0.0125 per share. The warrant will automatically exercise upon a change of control (as defined therein) or upon an IPO of Pathos’ securities. The Company also has an optional exercise election window during the last 10 days of the 20 year term of the warrant agreement. The Amended and Restated Master Agreement provides for an initial term of five years, measured from February 2024, with a subsequent five-year renewal provision unless the agreement is terminated. Either party may terminate the agreement after the initial five-year term by prior written notice to the other party.

On April 17, 2025, the Company entered into an Order Form (the "Order Form") regarding both the development of a foundation large multimodal model in the field of oncology (the “Foundation Model”) and the licensing of certain de-identified multi-modal data to assist in the development of the Foundation Model, with Pathos under the Amended and Restated Master Agreement (the Amended and Restated Master Agreement and the Order Form collectively referred to herein as the “Pathos Master Agreement”). Pursuant to the Pathos Master Agreement, (i) Pathos will be responsible for Foundation Model development activities under the Statement of Work with AstraZeneca under the Master Services Agreement, dated November 17, 2021 between the Company and AstraZeneca, as amended from time to time (the Master Services Agreement and the Statement of Work are collectively referred to herein as the “MSA”), (ii) the Company will license Pathos a comprehensive de-identified multi-modal dataset for the sole purpose of assisting in the development and training of the Foundation Model under the MSA, (iii) Pathos will pay the Company data license fees of $200 million over a three-year period, including an upfront payment of $50.0 million paid as of April 2025, (iv) the Company will provide a secure cloud environment to host the Foundation Model, for which Pathos will pay the Company the first $60.0 million of cloud compute costs, (v) the Company will receive a license to use the Foundation Model upon its completion (with certain field restrictions and the right of sublicense to AstraZeneca), and (vi) in consideration of Pathos’ commitments under the Pathos Master Agreement, the Company has paid Pathos $35.0 million, of which $25.0 million was paid in July 2025 and $10.0 million was paid in October 2026. Pathos, in its sole discretion, may pay up to 50% of the data license fees owed to the Company in shares of Pathos’ Series D Preferred Stock. In both June 2026 and August 2026, Pathos paid $8.8 million of the data license fees in Pathos' Series D Preferred Stock, for a total of $17.5 million, which is presented in Investment in related party on the condensed consolidated balance sheets and recorded under the measurement alternative for equity investments (refer to Note 15). As part of the transaction, the Company became a party to Pathos’ standard investment documents. The Pathos' Series D Preferred Stock is entitled to cumulative dividends at an annual rate of 5.0%. As of September 30, 2026, no dividends have been declared by the Pathos board of directors.

Consulting Arrangement and Equity Grant

On February 16, 2026, the Company entered into an Independent Contractor Agreement (the “Huerga Contractor Agreement”) with Iker Huerga, Chief Executive Officer of Pathos, pursuant to which Mr. Huerga agreed to assist the Company in negotiating, managing, and expanding a new commercial agreement (the "Commercial Agreement"). Compensation under the Huerga Contractor Agreement consists solely of RSUs and PSUs. Mr. Huerga will earn 25,000 RSUs for services rendered in 2025 and expected to be rendered in 2026. Mr. Huerga has the potential to earn an additional 175,000 PSUs based on milestones that include certain minimum purchase commitments. A special committee of disinterested directors of the Board of Directors approved Mr. Huerga's 175,000 PSUs on October 22, 2026.

The Company has entered into various agreements with our related parties, which primarily encompasses the development of the Foundation Model, access to the Company's Lens product, sequencing, clinical research organization and other data services. The Company has recognized $22.1 million and $25.2 million of revenue from related parties for the three months ended September 30, 2026 and 2025, respectively. The Company has recognized $65.9 million, and $41.7 million of revenue from related parties for the nine months ended September 30, 2026 and 2025, respectively.

As of September 30, 2026 and December 31, 2025, there was no amount due to related parties. As of September 30, 2026 and December 31, 2025, the amount due from related parties was $12.1 million and $6.4 million, respectively.

As of September 30, 2026, Related party asset and Related party asset, less current portion were $17.5 million and $10.2 million, respectively. As of December 31, 2025, the related party asset and related party asset, less current portion were $8.8 million and $16.2 million, respectively. The related party asset represents future services to be provided by Pathos under the Pathos Master Agreement.

As of September 30, 2026 and December 31, 2025, related party payable was $10.0 million and $0 million, respectively. The related party payable represents the amount due to Pathos in consideration of Pathos' commitments under the Pathos Master Agreement.

As of September 30, 2026, deferred revenue includes $0.1 million of related party deferred revenue. As of December 31, 2025, deferred revenue includes $3.9 million of related party deferred revenue.

The Company subleases a portion of office space to a related party on a month-to-month basis. Sublease income received from the related party was insignificant for the three months ended September 30, 2026 and 2025. Sublease income received from the related party was $0.2 million and $0.1 million for the nine months ended September 30, 2026 and 2025.