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 earned based on the achievement of specified revenue thresholds during fiscal year 2025. The Company was also 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. Consistent with its accounting policy, the Company recognizes contingent consideration when it is determined to be realizable. Accordingly, no amount related to the 2026 earnout was recognized at closing.

On July 24, 2026, the Company entered into a Termination, Waiver and Release Agreement with Illumina (the “Termination Agreement”). Under the Termination Agreement, the Company received a cash payment of $30.0 million in exchange for waiving its right to the 2026 earnout and terminating the royalty and license agreements described below. The Company recognized the $30.0 million as an additional gain on the sale of the SomaScan Business during the three months ended September 30, 2026. The gain is included in income from discontinued operations, net of tax. Following the Termination Agreement, the Company is not entitled to any further earnout, royalty or other contingent payments from Illumina related to the Transaction.

Additionally, in July 2026, the Company paid $7.5 million to settle certain litigation matters for which it had agreed to indemnify Illumina in connection with the Transaction, as described in footnote (2) to the table below. As a result, during the nine months ended September 30, 2026, the Company received net cash proceeds of $410.7 million from the sale of the SomaScan Business, consisting of $388.2 million received at closing and $30.0 million received under the Termination Agreement, net of the $7.5 million of indemnification payments. These proceeds are presented as proceeds from sale of business, net within investing activities in the condensed consolidated statements of cash flows.

Upon closing on January 30, 2026, 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, and recognized $39.2 million of related income tax expense. Including the $30.0 million gain recognized in connection with the Termination Agreement, the Company recognized a total pre-tax gain on the sale of $202.3 million for the nine months ended September 30, 2026. 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 was 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, and the Company elected to account for this contingent consideration as a gain contingency under ASC 450-30. These agreements were terminated on July 24, 2026 pursuant to the Termination Agreement. No royalty income was recognized under these agreements prior to termination.

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 September 30,						Nine Months Ended September 30,
	2026			2025			2026			2025
Revenue(1)	$	—		$	26,693		$	37,172		$	67,466
Costs and expenses
Cost of revenue		—			14,352			4,504			37,784
Selling, general and administrative expenses		—			8,474			6,055			25,573
Research and development		—			4,849			2,881			16,587
Transaction expenses		—			2,203			15,237			12,710
Total operating costs and expenses		—			29,878			28,677			92,654
Operating income (loss)		—			(3,185	)		8,495			(25,188	)
Other income, net		—			181			131			3,578
Gain on sale of business		29,989			—			202,278			—
Indemnification-related loss(2)		—			—			(4,212	)		—
Income (loss) from discontinued operations before income taxes		29,989			(3,004	)		206,692			(21,610	)
Income tax benefit (expense)		(1,529	)		1			(41,771	)		158
Income (loss) from discontinued operations, net of tax	$	28,460		$	(3,003	)	$	164,921		$	(21,452	)

(1)

During the nine months ended September 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. The Company paid $7.5 million in July 2026 in full settlement of these matters, and no indemnification liability remained as of September 30, 2026.

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


	Nine Months Ended September 30,
	2026		2025
Depreciation and amortization	$	—	$	2,280
Amortization of acquired intangible assets		—		1,715
Capital expenditures		—		2,421
Stock-based compensation expense		3,823		2,913
Non-cash lease expense		124		1,004