Debt |
9 Months Ended |
|---|---|
Sep. 30, 2026 | |
| Debt Disclosure [Abstract] | |
| Debt | Debt Exact Note Purchase Agreement with Exact In August 2025, the Company entered into a Convertible Promissory Note Purchase Agreement (the “Exact Sciences Note Purchase Agreement”) with Exact (now a subsidiary of Abbott), pursuant to which the Company issued the Exact Convertible Note with an aggregate principal amount of $50.0 million. On September 8, 2026, approximately $50.5 million of principal and accrued and unpaid interest (consisting of $50.0 million of principal and $0.5 million of accrued and unpaid interest from July 1, 2026 through September 8, 2026) under the Exact Convertible Note automatically converted into 3,364,814 shares of the Company’s common stock at a conversion price of $15.00 per share. The Company elected the fair value option to account for the Exact Convertible Note before its conversion. The conversion on September 8, 2026, was accounted for as a noncash financing transaction, except for the cash payment made in lieu of issuing a fractional share. The carrying value of the Exact Convertible Note was $41.6 million as of December 31, 2025, and no carrying value remained as of September 30, 2026. Immediately prior to conversion, the Exact Convertible Note was remeasured to its fair value of $53.8 million, on September 8, 2026, compared to a carrying value of $41.7 million as of June 30, 2026. The Company recognized a loss on remeasurement of $11.6 million and $11.7 million for the three and nine months ended September 30, 2026, respectively. These amounts exclude $0.5 million of accrued interest, which was recorded separately in the condensed consolidated statements of operations. Upon conversion, the $53.8 million fair value, inclusive of accrued interest, was reclassified to stockholders’ equity, substantially all of which was recorded in additional paid-in capital, with the par value of the common stock issued recorded in common stock. Promissory Note Agreement with Roche Holdings, a related party In November 2025, the Company executed the Roche Promissory Note Agreement with Roche Holdings, a related party, for $75.0 million convertible promissory note, bearing an annual interest rate of 5%. The Roche Agreements were evaluated together as a single arrangement for revenue recognition because they were negotiated as a package with a single commercial objective and the consideration in one agreement depended on the price of the other. See Note 7 for the allocation of the $75.0 million of total proceeds. The $60.0 million allocated to the Roche Convertible Note represented its fair value at issuance. Upon the July 20, 2026 closing of the Business Combination, the outstanding principal of $75.0 million and accrued interest of $2.5 million, or $77.5 million in total, under the Roche Convertible Note automatically converted into 6,460,616 shares of the Company’s common stock at a conversion price of $12.00 per share. Interest expense was recognized using the interest method through the conversion date in accordance with ASC 835-30. The conversion was accounted for as a noncash financing transaction, and the carrying value of the Roche Convertible Note at conversion of $68.6 million, consisting of $75.0 million of principal and $2.5 million of accrued interest, net of $8.9 million of unamortized discount and debt issuance costs written off upon conversion, was reclassified to common stock and additional paid-in capital. No gain or loss was recognized on conversion because the Roche Convertible Note converted automatically in accordance with its original terms. The Company recognized total interest expense of $0.8 million and $7.3 million related to the Roche Convertible Note for the three and nine months ended September 30, 2026, respectively, including coupon interest expense of $0.2 million and $2.1 million, respectively.
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