v3.26.3
Related Party Transactions
9 Months Ended
Sep. 30, 2026
Related Party Transactions [Abstract]  
Related Party Transactions Related Party Transactions
Transactions with Affiliates
The Company considers Roche Holdings, Inc. and its affiliates (the “Roche Group”) to be related parties due to the Roche Group’s beneficial ownership in the Company, which exceeded 10% of the voting interests in the Company as of September 30, 2026, and December 31, 2025. The Company has entered into certain agreements with the Roche Group for the purchase or use of equipment, consumable products such as reagents and supplies, and services. In addition, the Company has entered into certain material transfer agreements in which the Company transfers certain samples to the Roche Group for research, testing and evaluation. The Company incurred approximately $1.9 million and $0.6 million during the three months ended September 30, 2026 and 2025, respectively, and $3.7 million and $1.3 million during the nine months ended September 30, 2026 and 2025, respectively under these agreements, which are recognized as R&D expenses in the consolidated statements of operations. The Company has entered into a Research Service Agreement with a member of the Roche Group, pursuant to which the Company uses its multiomics platform to perform tests and data analysis on samples provided by the Roche Group. The Company recognized no revenue for the three and nine months ended September 30, 2026, compared with $0.3 million for the corresponding periods in 2025.
In November 2025, the Company entered into the Roche License and Option Agreement with Roche Sequencing and the Roche Promissory Note Agreement with Roche Holdings for which the Company received total proceeds of $75.0 million. On July 20, 2026, in connection with the closing of the Business Combination, the Roche Convertible Note (principal of $75.0 million and accrued paid-in-kind interest of $2.5 million, net of an unamortized discount of $8.9 million) automatically converted into 6,460,616 shares of the Company’s common stock, and its carrying amount of $68.6 million was reclassified to stockholders’ equity. The $15.0 million of proceeds allocated to the Roche License and Option Agreement was recorded in other long-term liabilities as of December 31, 2025 and was reclassified to deferred revenue upon delivery of the SBX Platform on September 29, 2026. Upon delivery of the SBX Platform, the Company recorded an $8.0 million receivable from Roche Sequencing, a $3.4 million charge to research and development expense for the sample cohort received at no charge, and a $0.6 million contract asset for reagents to be received.

As of September 30, 2026, the Company had deferred revenue related to Roche of $24.6 million, all of which was non-current. In addition, $1.2 million related to the SBX platform evaluation was included in accrued expenses and other current liabilities, and $1.1 million allocated to the SBX evaluation in other long-term liabilities. The Company recorded interest expense related to the Roche Convertible Note of $0.8 million and $7.3 million for the three and nine months ended September 30, 2026, respectively, including coupon interest of $0.2 million and $2.1 million, respectively. See Note 7 for further description of the Roche License and Option Agreement with Roche Sequencing and Note 8 for further description of the Roche Convertible Note.


PIPE Financing

Certain related parties participated in the PIPE Financing, including affiliates of Perceptive Advisors, LLC (an affiliate of the Company’s sponsor), which purchased 5,500,000 shares of common stock for aggregate proceeds of $55.0 million, and RA Capital, a holder of more than 10% of the Company’s common stock, which purchased 5,255,376 shares of common stock for aggregate proceeds of $52.6 million.