Adaptive Biotechnologies reports $83.9M revenue for Q3 2026
- Form
- 10-Q
- Filed
- Importance
- Notable
- Accession
- 0001193125-26-447411
- Revenue: $83.9 million for the three months ended Sep 30, 2026
- Net income: $2.88 million for the three months ended Sep 30, 2026
- Cash and equivalents: $75.62 million at Sep 30, 2026
Written from the 10-Q on EDGAR. AI can make mistakes. Check the filing.
What changed
9 changes since the June 2026 10-Q
Compared with the 10-Q 0001193125-26-332940, filed Aug 4, 2026.
New legal mention
As of September 30, 2026, we had reserved shares of common stock for the following:
From the filings
Now
As of September 30, 2026, we had reserved shares of common stock for the following:New legal mention
The shares issuable in connection with a make-whole fundamental change were not considered common stock equivalents in these calculations.
From the filings
Now
The shares issuable in connection with a make-whole fundamental change were not considered common stock equivalents in these calculations.New legal mention
(3) Represents restructuring expenses related to one-time termination benefits and ongoing benefit arrangements.
From the filings
Now
(3) Represents restructuring expenses related to one-time termination benefits and ongoing benefit arrangements.EPS up 108% from Jun 30
$0.02, was −$0.25.
From the filings
Before
−$0.25Now
$0.02Net income up 107% from Jun 30
$2.9M, was −$39.8M.
From the filings
Before
−$39.8MNow
$2.9MCash down 56% from Jun 30
$75.6M, was $170M.
From the filings
Before
$170MNow
$75.6MRevenue up 17% from Jun 30
$83.9M, was $71.6M.
From the filings
Before
$71.6MNow
$83.9MImmune Medicine leverages our proprietary ability to sequence, map, pair and characterize T cell receptors…
Adds "Immune Medicine leverages our proprietary ability to sequence, map, pair and…"; drops "our intention".
From the filings
Before
In June 2026, we announced our intention to pursue a separation of our Immune Medicine and MRD businesses, with the intent to identify our preferred path of separation by year-end 2026. Additionally, in July 2026, we decided to wind down our research-use-only pharma services offering for T-cell receptor sequencing, or Adaptive Immunosequencing. The change will enable the Immune Medicine business to focus on our proprietary TCR-antigen dataset, our artificial intelligence and machine learning digital models and our target discovery platform for autoimmune disease.Now
Immune Medicine leverages our proprietary ability to sequence, map, pair and characterize T cell receptors ("TCRs") and B cell receptors at scale to drive opportunities in cancer and autoimmune disorders. In June 2026, we announced plans to pursue a separation of our MRD and Immune Medicine businesses, which remains ongoing. Following any such separation, Harlan Robins, our co-founder, former Chief Scientific Officer and brother of Chief Executive Officer Chad Robins, may hold a meaningful role in the Immune Medicine business. In July 2026, we decided to wind down our research-use-only pharma services offering for TCR sequencing, or Adaptive Immunosequencing. This change enables the Immune Medicine business to focus on our proprietary TCR-antigen dataset, our artificial intelligence and machine learning digital models and our target discovery platform for autoimmune disease.(3) Represents restructuring expenses related to one-time termination benefits and ongoing benefit…
New paragraph in MD&A.
From the filings
Now
(3) Represents restructuring expenses related to one-time termination benefits and ongoing benefit arrangements.
Show the redline
Section by section. Added words and removed words against the earlier filing.
Cover page 2 changes
3 unchanged paragraphs
For the quarterly period ended June September 30, 2026
24 unchanged paragraphs
As of July 31, October 30, 2026 , the registrant had 159,595,842 161,876,694 shares of common stock, $0.0001 par value per share, outstanding.
1 unchanged paragraph
Forward-looking statements 2 changes
4 unchanged paragraphs
• our ability to understand the T-cell mediated response across different indications and develop products leveraging our T cell receptor ("TCR")-antigen binding data; and
• our review of strategic and structural alternatives for our Immune Medicine business, including the timing and outcome of that review and our ability to identify and pursue a preferred path to separation of the Immune Medicine business from our MRD business; and
6 unchanged paragraphs
Financial St atements (Unaudited) 84 changes
3 unchanged paragraphs
Short-term marketable securities (amortized cost of $ 174,510 223,807 and $ 156,246 , respectively)
5 unchanged paragraphs
Long-term marketable securities (amortized cost of $ 27,564 102,044 and $ 13,220 , respectively)
15 unchanged paragraphs
Preferred stock: $ 0.0001 par value, 10,000,000 shares authorized at June September 30, 2026 and December 31, 2025; no shares issued and outstanding at June September 30, 2026 and December 31, 2025
Common stock: $ 0.0001 par value, 340,000,000 shares authorized at June September 30, 2026 and December 31, 2025; 159,059,622 161,566,952 and 153,779,418 shares issued and outstanding at June September 30, 2026 and December 31, 2025, respectively
3 unchanged paragraphs
Noncontrolling interest
Noncontrolling interests
6 unchanged paragraphs
Six Months Ended June 30,
Three Months Ended June September 30,
Nine Months Ended September 30,
4 unchanged paragraphs
Loss from operations
(Loss) income from operations
2 unchanged paragraphs
Add: Net loss (income) attributable to noncontrolling interest ( 21 interests ( 43 42
Net income (loss) attributable to Adaptive Biotechnologies Corporation ( 39,788 ( 25,614 ( 59,821 ( 55,466
Weighted-average shares used in computing Net income (loss) per share attributable to Adaptive Biotechnologies Corporation common shareholders, basic and diluted
Weighted-average shares used in computing net income (loss) per share attributable to Adaptive Biotechnologies Corporation common shareholders basic and diluted ( 0.25 ( 0.17 ( 0.38 ( 0.37
2 unchanged paragraphs
Six Months Ended June 30,
Condensed Consolidated Statements of Co mprehensive Income (Loss)
Three Months Ended June September 30,
Nine Months Ended September 30,
Other comprehensive (loss) income
1 unchanged paragraph
Comprehensive income (loss)
Add: Comprehensive loss (income) attributable to noncontrolling interest ( 21 interests ( 43 42
Comprehensive income (loss) attributable to Adaptive Biotechnologies Corporation ( 39,972 ( 25,675 ( 60,286 ( 55,559
6 unchanged paragraphs
Balance at March 31, 2025
Balance at June 30, 2025
3 unchanged paragraphs
Balance at March 31, 2026
Other comprehensive loss income
Balance at June September 30, 2025
Balance at June 30, 2026
3 unchanged paragraphs
Repurchase of common stock
Purchase of capped calls
1 unchanged paragraph
Balance at June September 30, 2026
10 unchanged paragraphs
Other comprehensive loss income
Balance at June September 30, 2025
8 unchanged paragraphs
Balance at June September 30, 2026
3 unchanged paragraphs
Six Months Ended June 30,
Nine Months Ended September 30,
9 unchanged paragraphs
Revenue interest purchase agreement and convertible senior notes interest ( 6,789 6,287 ( 1,441
18 unchanged paragraphs
Net increase (decrease) in cash, cash equivalents and restricted cash ( 4,934
2 unchanged paragraphs
Noncash investing and financing activities
Noncash investing activities
1 unchanged paragraph
Convertible senior notes issuance costs included in accounts payable and accrued liabilities
14 unchanged paragraphs
We consolidate entities in which we have a controlling financial interest and subsidiaries in which we hold less than a majority interest when we have the ability to direct the activities that most significantly affect economic performance and when other investors do not have substantive rights to participate in those decisions. The unaudited condensed consolidated financial statements include the accounts of Adaptive Biotechnologies Corporation, Adaptive Biotechnologies B.V., our wholly-owned subsidiary, and Digital Biotechnologies, Inc., a subsidiary in which we had a 46 % ownership interest as of June September 30, 2026 and have certain control rights. The remaining interest interests in Digital Biotechnologies, Inc., held by certain of our related parties, their related family trusts and Series A Preferred Stock holders , are shown in the unaudited condensed consolidated financial statements as noncontrolling interest. interests. All intercompany transactions and balances have been eliminated upon consolidation.
The preparation of condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP") requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and the related disclosures at the date of the condensed consolidated financial statements, as well as the reported amounts of revenues and expenses during the periods presented. We base our estimates on historical experience and other relevant assumptions that we believe to be reasonable under the circumstances. Estimates are used in several areas including, but not limited to, estimates of progress to date for certain performance obligations and the transaction price for certain contracts with customers, share-based compensation, imputing interest for our revenue interest purchase agreement (the "Purchase Agreement") (prior to settlement), the provision for income taxes, including related reserves, the analysis of goodwill impairment and the recoverability and impairment of long-lived assets, among others. These estimates generally involve complex issues and require judgments, involve the analysis of historical results and prediction of future trends, can require extended periods of time to resolve and are subject to change from period to period. Actual results may differ materially from management's estimates.
3 unchanged paragraphs
We had a restricted cash balance of $ 2.7 million as of June September 30, 2026 and December 31, 2025 . Our restricted cash primarily relates to certain balances we are required to maintain under lease arrangements for certain of our facility leases.
11 unchanged paragraphs
For our target discovery agreement, we received an initial upfront payment and rights to additional consideration upon the delivery of completed disease-specific TCRs pursuant to a research plan. We identified two distinct performance obligations: (1) to provide Adaptive Immunosequencing services for customer provided customer-provided specimens; and (2) the delivery of the disease-specific TCRs with the associated license rights, which took place during the three months ended September 30, 2026. The consideration allocated to each of the respective performance obligations is recognized as Immune Medicine service and licensing revenue upon the delivery of the respective datasets. If the customer elects to further develop therapeutics, we may be eligible to receive additional development, commercial and sales milestone payments that could total up to $ 877.5 million. All such development, commercial and sales‑based milestone payments are fully constrained until the underlying triggering events occur. The customer is solely responsible for any subsequent development costs following the conclusion of the research plan.
7 unchanged paragraphs
Six Months Ended June 30,
Three Months Ended June September 30,
Nine Months Ended September 30,
6 unchanged paragraphs
During the three months ended June September 30, 2026 and 2025 , we recognized $ 3.0 3.2 million and $ 2.1 2.9 million, respectively, in MRD service revenue related to Medicare reimbursements resulting from our determination that the likelihood of additional testing for specific patients was remote and cancelled customer contracts.
During the six nine months ended June September 30, 2026 and 2025 , we recognized $ 5.6 8.9 million and $ 4.1 7.3 million, respectively, in MRD service revenue related to Medicare reimbursements resulting from our determination that the likelihood of additional testing for specific patients was remote and canceled customer contracts.
As of June September 30, 2026, we could receive up to an additional $ 386.0 million in milestone payments in future periods if certain regulatory approvals are obtained by our customers' therapeutics in connection with MRD data generated from our MRD product.
We expect our current deferred revenue to be recognized as revenue within 12 months. We expect the majority of our non-current deferred revenue to be recognized as revenue over a period of approximately two years from June September 30, 2026. This period of time represents an estimate of the ongoing sample testing for our customers' therapeutic development efforts.
Changes in deferred revenue during the six nine months ended June September 30, 2026 were as follows (in thousands):
3 unchanged paragraphs
Deferred revenue balance at June September 30, 2026
During the six nine months ended June September 30, 2026, $ 19.0 25.4 million was recognized as revenue that was included in the deferred revenue balance at December 31, 2025 .
3 unchanged paragraphs
The following tables set forth the fair values of financial assets as of June September 30, 2026 and December 31, 2025 that were measured at fair value on a recurring basis (in thousands):
4 unchanged paragraphs
Level 1 securities include highly liquid money market funds, for which we measure the fair value based on quoted prices in active markets for identical assets or liabilities. Level 2 securities consist of United States ("U.S.") government treasury and agency securities, commercial paper and corporate bonds and commercial paper, and are valued based on recent trades of securities in inactive markets or on quoted market prices of similar instruments and other significant inputs derived from or corroborated by observable market data . Of the June September 30, 2026 Level 2 commercial paper balance, $ 2.5 6.0 million is recorded as cash and cash equivalents on our unaudited condensed consolidated balance sheet.
1 unchanged paragraph
Available-for-sale investments consisted of the following as of June September 30, 2026 and December 31, 2025 (in thousands):
16 unchanged paragraphs
All the U.S. government treasury and agency securities, commercial paper and corporate bonds and commercial paper designated as short-term marketable securities have an effective maturity date that is equal to or less than one year from the respective condensed consolidated balance sheet date. Those that are designated as long-term marketable securities have an effective maturity date that is more than one year from the respective condensed consolidated balance sheet date.
Accrued interest receivable is excluded from the amortized cost and estimated fair value of our marketable securities. Accrued interest receivable of $ 1.8 2.6 million and $ 1.5 million was is presented separately within the prepaid expenses and other current assets balance on the unaudited condensed consolidated balance sheet as of June September 30, 2026 and on the condensed consolidated balance sheet as of December 31, 2025, respectively.
The following table presents the gross unrealized holding losses and fair values for investments in an unrealized loss position, and the length of time individual securities have been in a continuous loss position, as of June September 30, 2026 (in thousands):
4 unchanged paragraphs
As of June September 30, 2026, we did not intend, nor were we more likely than not to be required, to sell our available-for-sale investments before the recovery of their amortized cost basis, which may be maturity. Based on our assessment, we concluded all impairment as of June September 30, 2026 to be due to factors other than credit loss, such as changes in interest rates. A credit allowance was not recognized and the impairment of our available-for-sale securities was recorded in other comprehensive loss.
2 unchanged paragraphs
We have operating lease agreements for laboratory, office and warehouse facilities in Seattle, Washington, South San Francisco, California and Bothell, Washington. As of June September 30, 2026, we were not party to any finance leases.
The following table reconciles our undiscounted operating lease cash flows to our operating lease liabilities, less current portion balance on the unaudited condensed consolidated balance sheet as of June September 30, 2026 (in thousands):
2026 (excluding the six nine months ended June September 30, 2026)
5 unchanged paragraphs
During the six nine months ended June September 30, 2026 and 2025, cash paid for amounts included in the measurement of lease liabilities was $ 6.4 9.3 million and $ 7.2 10.7 million, respectively.
1 unchanged paragraph
Adaptive Biotechnologies Corporation
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
7 unchanged paragraphs
Adaptive Biotechnologies Corporation
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
During the three and six nine months ended June September 30, 2026, the conditions allowing the noteholders to convert were not met. We recognize the Notes, at par, net of unamortized issuance costs, as a long-term liability under the convertible senior notes, net line item on the unaudited condensed consolidated balance sheets. Issuance costs are being amortized over the term of the Notes using the effective interest method, recognized as interest expense on the unaudited condensed consolidated statements of operations. We recognized $ 43,000 0.5 million in interest expense related to the Notes during the three and six nine months ended June September 30, 2026.
The net carrying amounts of the liability components of the Notes were as follows as of June September 30, 2026 (in thousands):
2 unchanged paragraphs
As of June September 30, 2026, the total estimated fair value of the Notes was $ 403.4 484.6 million. The fair value was estimated based on quoted trading prices on the last day of trading for the period (Level 2).
2 unchanged paragraphs
The Capped Call Transactions are separate transactions entered into by us with the Option Counterparties, are not part of the terms of the Notes and will not change the noteholders' rights. Noteholders will not have any rights with respect to the Capped Call Transactions. All of the capped calls were outstanding as of June 30, 2026.
Adaptive Biotechnologies Corporation
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
terms of the Notes and will not change the noteholders' rights. Noteholders will not have any rights with respect to the Capped Call Transactions. All of the capped calls were outstanding as of September 30, 2026.
2 unchanged paragraphs
On June 22, 2026, we used $ 156.9 million of proceeds from the Notes offering to repurchase all Revenue Interests outstanding and satisfied all obligations under the Purchase Agreement, effectively terminating the Purchase Agreement. In connection with the termination and in accordance with Accounting Standards Codification Topic 470, Debt , we recorded a loss on debt extinguishment of $ 23.7 million in the loss on revenue interest liability extinguishment line item of the condensed consolidated statements of operations for the three and six nine months ended June September 30, 2026.
3 unchanged paragraphs
Adaptive Biotechnologies Corporation
1 unchanged paragraph
4 unchanged paragraphs
1 unchanged paragraph
and 4 more changes in the filing
Legal proceedings 83 changes
We are subject to claims and assessments from time to time in the ordinary course of business. We will accrue a liability for such matters when it is probable that a liability has been incurred and the amount can be reasonably estimated. When only a range of possible loss can be established, the most probable amount in the range is accrued. If no amount within this range is a better estimate than any other amount within the range, the minimum amount in the range is accrued. We were not party to any material legal proceedings as of June September 30, 2026.
Adaptive Biotechnologies Corporation
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
4 unchanged paragraphs
Our 2019 Equity Incentive Plan (the "2019 Plan") provides for annual increases in the number of shares that may be issued under the 2019 Plan on January 1, 2020 and on each subsequent January 1 thereafter, by a number of shares equal to the lesser of (a) 5 % of the number of shares of common stock issued and outstanding on the immediately preceding December 31, or (b) an amount determined by our board of directors.
Furthermore, our Employee Stock Purchase Plan (the "ESPP") provides for annual increases in the number of shares available for issuance under our ESPP on January 1, 2020 and on each January 1 thereafter, by a number of shares equal to the smallest of (a) 1 % of the number of shares of common stock issued and outstanding on the immediately preceding December 31, or (b) an amount determined by our board of directors.
1 unchanged paragraph
Adaptive Biotechnologies Corporation
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
1 unchanged paragraph
As of June September 30, 2026, we had reserved shares of common stock for the following:
9 unchanged paragraphs
Adaptive Biotechnologies Corporation
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
1 unchanged paragraph
The 2019 Plan became effective immediately prior to the closing of our initial public offering in July 2019. The 2019 Plan provides for the issuance of awards in the form of stock options and other share-based awards for employees, directors and consultants. Under the 2019 Plan, the stock option exercise price per share shall not be less than the fair market value of a share of stock on the effective date of grant, as defined by the 2019 Plan, unless explicitly qualified under the provisions of Section 409A or Section 424(a) of the Internal Revenue Code of 1986. Additionally, unless otherwise specified, stock options granted under this plan expire no later than ten years from the grant date and vesting is established at the time of grant. Except for certain awards granted to non-employee directors, stock options and restricted stock units granted under the 2019 Plan generally vest over a four-year period, subject to continuous service through each applicable vesting date. As of June September 30, 2026, we had 36,822,515 35,802,073 shares of common stock authorized for issuance under the 2019 Plan.
Changes in shares available for grant during the six nine months ended June September 30, 2026 were as follows:
3 unchanged paragraphs
Stock options and restricted stock units granted and the maximum performance-based and market-based restricted stock units granted eligible to be earned ( 3,281,902 3,309,846
1 unchanged paragraph
Adaptive Biotechnologies Corporation
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
Shares available for grant at June September 30, 2026
Stock option activity under the 2009 Plan and 2019 Plan during the six nine months ended June September 30, 2026 was as follows:
7 unchanged paragraphs
Stock options outstanding at June September 30, 2026
Stock options vested and exercisable at June September 30, 2026
The weighted-average remaining contractual life for stock options outstanding as of June September 30, 2026 was 4.6 4.7 years. The weighted-average remaining contractual life for stock options vested and exercisable as of June September 30, 2026 was 4.2 4.3 years.
1 unchanged paragraph
Restricted stock unit activity under the 2019 Plan during the six nine months ended June September 30, 2026 was as follows:
7 unchanged paragraphs
Nonvested restricted stock units outstanding at June September 30, 2026
1 unchanged paragraph
Separately, during the six months ended June 30, 2026, our executive officers were granted awards of performance-based restricted stock units. The total number of shares of common stock that may be earned under the respective awards range from zero shares to 603,746 shares and are calculated based on an MRD revenue compound annual growth rate metric, as measured over a three-year performance period. Except as expressly provided in the terms of each award ' s agreement, vesting is subject to the respective grantee ' s continuous service through the end of the three-year performance period.
Market-Based Restricted Stock Units
Separate from the restricted stock units described above, our executive officers have been granted awards of market-based restricted stock units. The number of shares of common stock that may be earned under the respective awards range from zero shares to a defined maximum number of shares and are calculated based on our total shareholder return during a three-year performance period as measured against that of the group of companies comprising the S&P Biotechnology Select Industry Index as of the grant date or other applicable date, subject to certain adjustments to such index group. Except as expressly provided in the terms of each award ' s agreement, vesting is subject to the respective grantee ' s continuous service through the end of the three-year performance period.
One of our executive officers was granted an award of 124,976 shares of performance-based restricted stock units in 2025 (which had a grant date fair value of $ 7.28 per share), which was subsequently forfeited during the six nine months ended June September 30, 2026, given the related financial metric was not achieved.
2 unchanged paragraphs
Separately, during the nine months ended September 30, 2026, our executive officers were granted awards of performance-based restricted stock units. The total number of shares of common stock that may be earned under the respective awards range from zero shares to 603,746 shares and are calculated based on an MRD revenue compound annual growth rate metric, as measured over a three-year performance period. Except as expressly provided in the terms of each award ' s agreement, vesting is subject to the respective grantee ' s continuous service through the end of the three-year performance period.
Market-Based Restricted Stock Units
Separate from the restricted stock units described above, our executive officers have been granted awards of market-based restricted stock units. The number of shares of common stock that may be earned under the respective awards range from zero shares to a defined maximum number of shares and are calculated based on our total shareholder return during a three-year performance period as measured against that of the group of companies comprising the S&P Biotechnology Select Industry Index as of the grant date or other applicable date, subject to certain adjustments to such index group. Except as expressly provided in the terms of each award ' s agreement, vesting is subject to the respective grantee ' s continuous service through the end of the three-year performance period.
Market-based restricted stock unit activity under the 2019 Plan during the six nine months ended June September 30, 2026 was as follows:
7 unchanged paragraphs
Nonvested maximum market-based restricted stock units outstanding at June September 30, 2026
1 unchanged paragraph
Six Months Ended June 30,
The grant date fair value of restricted stock units granted is based on the closing price of our common stock on the date of grant, or other relevant determination date, as reported on The Nasdaq Global Select Market. The weighted-average grant date fair value per share of restricted stock units granted during the six nine months ended June September 30, 2026 and 2025 was $ 16.38 16.49 and $ 8.13 8.18 , respectively.
The weighted-average grant date fair value per share of the performance-based restricted stock units granted during the six nine months ended June September 30, 2026 and 2025 was $ 16.44 and $ 7.28 , respectively, and was based on the closing price of our common stock on the date of grant, as reported on The Nasdaq Global Select Market. Expense is recognized ratably over the requisite service period, at the estimated attainment level, only if achievement of the performance attainment level is deemed probable. Previously recognized compensation cost will be reversed to the extent a prior attainment level is no longer deemed probable or is deemed not met. Probability of achievement is assessed periodically. If a grantee ceases to provide continued service through the applicable vesting date for reasons other than those expressly provided in the terms of the respective award, compensation cost recognized for unvested shares will be reversed in the period in which service ceased.
The weighted-average grant date fair value per share of the market-based restricted stock units granted during the six nine months ended June September 30, 2026 and 2025 was $ 27.15 and $ 13.50 , respectively, and was determined using a Monte Carlo valuation model, which uses assumptions such as volatility, risk-free interest rate and dividend estimated for the respective performance periods. Aggregate share-based compensation expense is calculated based on the target payout level of shares granted and is recognized on a straight-line basis over the respective grants' performance periods, which are also the requisite service periods. Attainment of each grant's respective market condition and the number of shares earned and vested does not impact the related share-based compensation expense recognized. Share-based compensation expense is reversed only if the respective grantee does not provide continuous service through the respective performance period for reasons other than those expressly provided in the terms of the respective award.
Adaptive Biotechnologies Corporation
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
The compensation cost related to stock options, restricted stock units, performance-based restricted stock units and market-based restricted stock units for the three and six nine months ended June September 30, 2026 and 2025, respectively, are included on the unaudited condensed consolidated statements of operations as follows (in thousands):
Three Months Ended June September 30,
Nine Months Ended September 30,
3 unchanged paragraphs
Adaptive Biotechnologies Corporation
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
As of June September 30, 2026, unrecognized share-based compensation expense and the remaining weighted-average recognition period were as follows:
7 unchanged paragraphs
Six Months Ended June 30,
Net loss attributable to Adaptive Biotechnologies Corporation ( 39,788 ( 25,614 ( 59,821 ( 55,466
Net loss per share attributable to Adaptive Biotechnologies Corporation common shareholders, basic and diluted ( 0.25 ( 0.17 ( 0.38 ( 0.37
Given the loss position for all periods presented, basic net loss per share attributable to our common shareholders is the same as diluted net loss per share attributable to our common shareholders, as the inclusion of all potential shares of common stock outstanding would have been anti-dilutive.
14. Segment Information
There are no inter-segment revenues. See Note 3, Revenue for more information about each segment ' s revenue. Our chief operating decision maker ("CODM") is not regularly provided and does not review assets to assess each segment ' s performance, make strategic decisions or allocate resources. As such, assets for reportable segments are not disclosed.
13. Net Income (Loss) Per Share Attributable to Adaptive Biotechnologies Corporation Common Shareholders
The following table sets forth the computation of basic and diluted net income (loss) per share attributable to our common shareholders for the three and six nine months ended June September 30, 2026 and 2025, respectively (in thousands, except share and per share amounts):
Three Months Ended June September 30,
Nine Months Ended September 30,
Basic: Net income (loss) attributable to Adaptive Biotechnologies Corporation
Interest on convertible senior notes due 2031
Diluted: Net income (loss) attributable to Adaptive Biotechnologies Corporation
Basic: Weighted-average shares outstanding
Incremental shares attributable to share-based compensation plans
Incremental shares attributable to convertible senior notes due 2031
Diluted: Weighted-average shares outstanding
Weighted-average shares used in computing Net income (loss) per share attributable to Adaptive Biotechnologies Corporation common shareholders, basic and diluted
The number of weighted-average common stock equivalents excluded from the calculation of diluted net income (loss) per share attributable to our common shareholders because of their anti-dilutive effect were 24.3 was 2.6 million and 28.8 5.9 million for the three months ended June September 30, 2026 and 2025, respectively, and 25.0 28.4 million and 27.9 28.0 million for the six nine months ended June September 30, 2026 and 2025 , respectively. These Common stock equivalents are comprised of shares that may be issued under our stock option, restricted stock, performance-based restricted stock and market-based restricted stock programs, as well as under the Notes using the if-converted method. The shares issuable in connection with a make-whole fundamental change were not considered common stock equivalents when calculating the number of weighted-average common stock equivalents excluded from the calculation of diluted net loss per share attributable to our common shareholders during the three and six months ended June 30, 2026.
2 unchanged paragraphs
method. The shares issuable in connection with a make-whole fundamental change were not considered common stock equivalents in these calculations.
14. Segment Information
There are no inter-segment revenues. See Note 3, Revenue for more information about each segment ' s revenue. Our chief operating decision maker ("CODM") is not regularly provided and does not review assets to assess each segment ' s performance, make strategic decisions or allocate resources. As such, assets for reportable segments are not disclosed.
The following tables set forth our segment information, including significant segment expenses that are (or are easily computable from) information regularly provided to our CODM, for the three and six nine months ended June September 30, 2026 and 2025, respectively (in thousands):
Three Months Ended June September 30, 2026
Three Months Ended June September 30, 2025
5 unchanged paragraphs
Impairment of long-lived assets (3)
2 unchanged paragraphs
Items to reconcile to consolidated net loss: income:
2 unchanged paragraphs
*Non-significant segment expenses for Immune Medicine.
Six Months Ended June 30, 2026
Six Months Ended June 30, 2025
Nine Months Ended September 30, 2026
Nine Months Ended September 30, 2025
5 unchanged paragraphs
Impairment of long-lived assets (3) (6)
5 unchanged paragraphs
Adaptive Biotechnologies Corporation
Notes to Unaudited Condensed Consolidated Financial Statements (Continued)
3 unchanged paragraphs
(3) Represents expenses recognized in conjunction with a restructuring that primarily impacted research and development activities.
Adaptive Biotechnologies Corporation
2 unchanged paragraphs
1 unchanged paragraph
and 3 more changes in the filing
MD&A 130 changes
3 unchanged paragraphs
Immune Medicine leverages our proprietary ability to sequence, map, pair and characterize TCRs and B cell receptors at scale to drive opportunities in cancer and autoimmune disorders. Our capabilities enable us to offer an expanding suite of solutions including immune receptor sequencing, licensing of our proprietary data, TCR-antigen prediction models and our target discovery capabilities. We are applying artificial intelligence and machine learning models to map at scale TCR sequences to the diseases they bind to enable commercial offerings and our own product research initiatives .
We recognized revenue of $71.6 million and $58.9 million for the three months ended June 30, 2026 and 2025, respectively, and $142.4 million and $111.3 million for the six months ended June 30, 2026 and 2025, respectively. Net loss attributable to Adaptive Biotechnologies Corporation was $39.8 million and $25.6 million for the three months ended June 30, 2026 and 2025, respectively, and $59.8 million and $55.5 million for the six months ended June 30, 2026 and 2025, respectively. We have funded our operations to date principally from the sale of convertible preferred stock and common stock, including the sale of common stock in our initial public offering and follow-on offering, revenue, proceeds received from the revenue interest purchase agreement entered into in September 2022 (the "Purchase Agreement") and proceeds received from the June 2026 issuance of 0% convertible senior notes due 2031 (the "Notes"). As of June 30, 2026 and December 31, 2025, we had cash, cash equivalents and marketable securities of $371.7 million and $240.2 million, respectively. These balances include $15.1 million and $13.1 million of cash and cash equivalents held by Digital Biotechnologies, Inc., respectively.
Our current product and service offerings in MRD related to the MRD market are our clonoSEQ clinical diagnostic test, offered to clinicians, and our clonoSEQ or MRD assay, offered to biopharmaceutical partners to advance drug development efforts. Our first clinical diagnostic product, clonoSEQ, is the first test authorized by the Food and Drug Administration for the detection and monitoring of MRD in patients with multiple myeloma ("MM"), B cell acute lymphoblastic leukemia and chronic lymphocytic leukemia, and is also available as a CLIA-validated laboratory developed test for patients with other lymphoid cancers, including diffuse large B cell lymphoma and mantle cell lymphoma ("MCL"). In the fourth quarter of 2024, we obtained Medicare coverage for MCL and initiated promotional efforts in MCL. We also obtained a new Medicare Clinical Laboratory Fee Schedule rate of $2,007 per test for clonoSEQ and MolDX separately updated the clonoSEQ episode pricing to $8,029 for all covered indications. This represented a 17% increase from the previous episode price. In April 2025, Palmetto GBA expanded coverage of clonoSEQ to include single time point testing to monitor for recurrence in patients with a history of MCL. This expanded coverage is in addition to the existing Medicare episode payment structure for clonoSEQ. During the third quarter of 2026, the National Comprehensive Cancer Network ® Guidelines for MM were updated, strengthening MRD testing recommendations and specifically referencing clonoSEQ. Separately, on behalf of the International Myeloma Society and International Myeloma Working Group, global experts presented a new consensus definition of cure for MM, which includes at least four MRD assessments over a five-year treatment-free period, and requires sustained MRD negativity at 10 -6 sensitivity. With the use of clonoSEQ, we are transforming how lymphoid cancers are treated by working with providers, pharmaceutical partners and payors. In an effort to enable easier test ordering, we have integrated our clonoSEQ test into the electronic medical record systems, including Epic Systems Corporation ' s Aura and Flatiron Health, Inc. ' s OncoEMR ® , of numerous accounts.
Immune Medicine leverages our proprietary ability to sequence, map, pair and characterize T cell receptors ("TCRs") and B cell receptors at scale to drive opportunities in cancer and autoimmune disorders. In June 2026, we announced plans to pursue a separation of our MRD and Immune Medicine businesses, which remains ongoing. Following any such separation, Harlan Robins, our co-founder, former Chief Scientific Officer and brother of Chief Executive Officer Chad Robins, may hold a meaningful role in the Immune Medicine business. In July 2026, we decided to wind down our research-use-only pharma services offering for TCR sequencing, or Adaptive Immunosequencing. This change enables the Immune Medicine business to focus on our proprietary TCR-antigen dataset, our artificial intelligence and machine learning digital models and our target discovery platform for autoimmune disease.
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In June 2026, we announced our intention to pursue a separation of our Immune Medicine and MRD businesses, with the intent to identify our preferred path of separation by year-end 2026. Additionally, in July 2026, we decided to wind down our research-use-only pharma services offering for T-cell receptor sequencing, or Adaptive Immunosequencing. The change will enable the Immune Medicine business to focus on our proprietary TCR-antigen dataset, our artificial intelligence and machine learning digital models and our target discovery platform for autoimmune disease.
Also in June 2026, we issued $345.0 million in aggregate principal amount of Notes and used $25.6 million of the proceeds to enter into privately negotiated capped call transactions. The capped call transactions are generally expected to reduce the potential dilution to our common stock upon any conversion of the Notes and/or offset any potential cash payments we are required to make in excess of the principal amount of converted Notes, as the case may be, with such reduction and/or offset subject to a cap. We also used $156.9 million of the proceeds to extinguish our revenue interest liability under the Purchase Agreement and $25.0 million to repurchase 1,451,800 shares of our common stock.
We recognized revenue of $83.9 million and $94.0 million for the three months ended September 30, 2026 and 2025, respectively, and $226.3 million and $205.3 million for the nine months ended September 30, 2026 and 2025, respectively. Net income attributable to Adaptive Biotechnologies Corporation was $2.9 million and $9.5 million for the three months ended September 30, 2026 and 2025, respectively. Net loss attributable to Adaptive Biotechnologies Corporation was $56.9 million and $45.9 million for the nine months ended September 30, 2026 and 2025, respectively. We have funded our operations to date principally from the sale of convertible preferred stock and common stock, including the sale of common stock in our initial public offering and follow-on offering, revenue, proceeds received from the revenue interest purchase agreement entered into in September 2022 (the "Purchase Agreement") and proceeds received from the June 2026 issuance of 0% convertible senior notes due 2031 (the "Notes"). As of September 30, 2026 and December 31, 2025, we had cash, cash equivalents and marketable securities of $400.2 million and $240.2 million, respectively. These balances include $13.8 million and $13.1 million of cash and cash equivalents held by Digital Biotechnologies, Inc., respectively.
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Adaptive Biotechnologies Corporation
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Adaptive Biotechnologies Corporation
For our target discovery agreement, we received an initial upfront payment and rights to additional consideration upon the delivery of completed disease-specific TCRs pursuant to a research plan. We identified two distinct performance obligations: (1) to provide Adaptive Immunosequencing services for customer provided customer-provided specimens; and (2) the delivery of the disease-specific TCRs with the associated license rights, which took place during the three months ended September 30, 2026. The consideration allocated to each of the respective performance obligations is recognized as Immune Medicine service and licensing revenue upon the delivery of the respective datasets. If the customer elects to further develop therapeutics, we may be eligible to receive additional development, commercial and sales milestone payments that could total up to $877.5 million. All such development, commercial and sales‑based milestone payments are fully constrained until the underlying triggering events occur. The customer is solely responsible for any subsequent development costs following the conclusion of the research plan.
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We expect our Immune Medicine revenue to decrease in the short term as we continue to wind down Adaptive Immunosequencing services over the second half of 2026 and focus on target discovery business development efforts. Following the wind down of Adaptive Immunosequencing services, Our Immune Medicine revenue may also fluctuate from period to period due to the potential recognition of milestones under our target discovery agreement and any future licensing agreements.
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We expect research and development expenses to moderately decrease be relatively stable in the short term and to decrease as a percentage of revenue in the long term, although the percentage may fluctuate from period to period due to the timing and extent of our development and commercialization efforts.
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Interest expense includes the amortization of deferred costs related to issuance of the Notes, and, for periods prior to the third quarter of 2026, costs associated with our now settled revenue interest liability and the noncash interest costs associated with the full amortization of deferred issuance costs related to the Purchase Agreement. as well as the amortization of deferred costs related to issuance of the Notes. We impute interest expense using the effective interest method.
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Six Months Ended June 30,
Three Months Ended June September 30,
Nine Months Ended September 30,
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Loss from operations
(Loss) income from operations
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Add: Net loss (income) attributable to noncontrolling interest (21 (43 interests (42
Net income (loss) attributable to Adaptive Biotechnologies Corporation (39,788 (25,614 (59,821 (55,466
Weighted-average shares used in computing Net income (loss) per share attributable to Adaptive Biotechnologies Corporation common shareholders, basic and diluted
Weighted-average shares used in computing net income (loss) per share attributable to Adaptive Biotechnologies Corporation common shareholders basic and diluted (0.25 (0.17 (0.38 (0.37
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(1) Adjusted EBITDA is a non-GAAP financial measure that we define as net income (loss) attributable to Adaptive Biotechnologies Corporation adjusted for interest and other income, net, interest expense, income tax (expense) benefit, depreciation and amortization expense, impairment costs for long-lived assets, restructuring expense, share-based compensation expense and revenue interest liability extinguishment loss. See "Adjusted EBITDA" below for a reconciliation between Adjusted EBITDA and net income (loss) attributable to Adaptive Biotechnologies Corporation, the most directly comparable GAAP financial measure, and a discussion about the limitations of Adjusted EBITDA.
Adaptive Biotechnologies Corporation
Comparison of the Three Months Ended June September 30, 2026 and 2025
Three Months Ended June September 30,
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Adaptive Biotechnologies Corporation
The $16.2 $15.8 million increase in MRD revenue was primarily due to a $17.0 $17.8 million increase in revenue generated from providing clonoSEQ to clinical customers and a $4.5 $6.5 million increase in revenue generated from providing MRD sample testing services to biopharmaceutical customers. These increases were partially offset by a $5.5 $6.5 million decrease in revenue recognized upon the achievement of regulatory milestones by our biopharmaceutical customers and a $2.2 million decrease in revenue generated from providing MRD sample testing services to investigator-led clinical trials. Our clonoSEQ test volume increased by 43% 46% to 36,111 39,587 tests delivered in the three months ended June September 30, 2026 from 25,321 27,111 tests delivered in the three months ended June September 30, 2025.
The $3.6 $25.8 million decrease in Immune Medicine revenue was primarily due to a $3.9 $33.7 million decrease in revenue generated from the Genentech Agreement, resulting from the termination of the Genentech Agreement in August 2025, and a $1.1 million decrease in revenue generated from our immunosequencing services. These decreases were partially offset by a $0.4 $9.0 million increase in revenue generated from our biopharmaceutical and academic customers. target discovery agreement.
Three Months Ended June September 30,
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The $2.2 $1.8 million increase in cost of revenue was primarily attributable to a $1.1 $0.7 million increase in labor and overhead costs, a $0.7 million increase in cost of materials and a $0.8 $0.6 million increase in shipping and handling expenses.
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Three Months Ended June September 30,
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Three Months Ended June September 30,
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The $5.0 million decrease in research and development expenses was primarily attributable to a $2.2 million decrease in personnel costs, a $1.9 million decrease in depreciation and other expenses, a $1.3 million decrease in laboratory materials and allocated production laboratory expenses, which was driven primarily by decreased investments in drug discovery and clonoSEQ efforts, and a $0.5 million decrease in allocable facility expenses. These decreases were partially offset by a $0.8 million increase in software and cloud services expenses.
Three Months Ended June 30,
(in thousands, except percentages)
The $2.8 million increase in sales and marketing expenses was primarily attributable to a $1.3 million increase in personnel costs, a $0.7 million increase in computer and software expenses, a $0.4 million increase in consulting costs and a $0.3 million increase in travel and customer event related expenses.
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The $5.0 million decrease in research and development expenses was primarily attributable to a $2.6 million decrease in personnel costs, a $1.3 million decrease in depreciation and other expenses, a $0.4 million decrease in laboratory materials and allocated production laboratory expenses, which was driven primarily by decreased investments in our broad platform, a $0.4 million decrease in allocable facility expenses and a $0.4 million decrease in software and cloud services expenses.
Three Months Ended September 30,
(in thousands, except percentages)
The $3.4 million increase in sales and marketing expenses was primarily attributable to a $1.7 million increase in personnel costs, a $1.0 million increase in computer and software expenses, a $0.5 million increase in consulting costs and a $0.4 million increase in travel and customer event related expenses.
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Three Months Ended June September 30,
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The $3.4 $0.5 million increase in general and administrative expenses was primarily attributable to a $1.3 million increase in legal expenses, $0.8 $0.6 million increase in third-party billing service fees, personnel costs and a $0.5 $0.4 million increase in computer accounting and software legal expenses. and These increases were partially offset by a $0.4 $0.5 million increase decrease in personnel costs. third-party billing service fees.
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Three Months Ended June September 30,
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(in thousands, except percentages)
The $0.3 million decrease in interest expense was primarily attributable to the early settlement of our revenue interest liability under the Purchase Agreement.
Loss on Revenue Interest Liability Extinguishment
Three Months Ended June 30,
The $0.1 $1.5 million decrease increase in interest and other income, net was primarily attributable to a nominal decrease an increase in net interest income and investment amortization driven by increased holdings of and interest rates pertaining to our cash, cash equivalents and marketable securities.
Three Months Ended June September 30,
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Loss on revenue interest liability extinguishment
The $23.7 million increase in loss on revenue interest liability extinguishment represents the loss incurred in June 2026 in connection with our early settlement of the revenue interest liability under the Purchase Agreement.
The $2.5 million decrease in interest expense was primarily attributable to the early settlement of our revenue interest liability under the Purchase Agreement, partially offset by amortization of deferred costs related to issuance of the Notes.
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Three Months Ended June September 30,
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Six Months Ended June 30,
The $7.2 $8.2 million improvement in MRD Adjusted EBITDA was primarily attributable to a $16.2 $15.8 million increase in MRD revenue, partially offset by a $9.0 $7.6 million increase in operating expenses, excluding segment non-cash and restructuring expenses. The increase in these operating expenses was primarily due to a $3.4 $3.9 million increase in general sales and administrative marketing expenses primarily driven largely by increased legal expenses, third-party billing service fees and computer personnel costs and electronic medical record software expenses, a $2.8 $1.9 million increase in sales and marketing cost of revenue expenses driven primarily largely by increased market access testing volumes and personnel related shipping expenses and a $2.5 $1.0 million increase in cost of revenue general and administrative expenses driven largely by increased testing volumes. personnel costs.
The $0.5 $20.9 million increase decrease in Immune Medicine Adjusted EBITDA deficit was primarily attributable to a $3.6 $25.8 million decrease in Immune Medicine revenue, resulting largely from the termination of the Genentech Agreement in August 2025, partially offset by a $3.1 $5.0 million decrease in operating expenses, excluding segment non-cash and restructuring expenses. The decrease in these operating expenses was primarily due to a decrease in research and development expenses driven largely by reduced personnel expenses, facility-related expenses and laboratory, materials material and depreciation costs.
Comparison of the Six Nine Months Ended June September 30, 2026 and 2025
Nine Months Ended September 30,
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Six Months Ended June 30,
(in thousands, except percentages)
The $39.6 $55.4 million increase in MRD revenue was primarily due to a $32.9 $50.7 million increase in revenue generated from providing clonoSEQ to clinical customers and an $8.0 a $14.6 million increase in revenue generated from providing MRD sample testing services to biopharmaceutical customers. These increases were partially offset by a $1.0 $7.5 million decrease in revenue recognized upon the achievement of regulatory milestones by our biopharmaceutical customers and a $0.6 $2.8 million decrease in revenue generated from providing MRD sample testing services to investigator-led clinical trials. Our clonoSEQ test volume increased by 42% 43% to 68,706 108,293 tests delivered in the six nine months ended June September 30, 2026 from 48,438 75,549 tests delivered in the six nine months ended June September 30, 2025.
The $8.5 $34.3 million decrease in Immune Medicine revenue was primarily due to a $7.5 $41.3 million decrease in revenue generated from the Genentech Agreement, resulting from the termination of the Genentech Agreement in August 2025, and a $1.0 $2.1 million decrease in revenue generated from our biopharmaceutical and academic customers. immunosequencing services. These decreases were partially offset by a $9.0 million increase in revenue generated from our target discovery agreement.
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Nine Months Ended September 30,
(in thousands, except percentages)
The $3.9 $5.7 million increase in cost of revenue was primarily attributable to a $1.8 $2.5 million increase in labor and overhead costs, a $1.7 $2.2 million increase in shipping and handling expenses and a $0.2 $0.9 million increase in cost of materials.
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Six Months Ended June 30,
Nine Months Ended September 30,
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Six Months Ended June 30,
Nine Months Ended September 30,
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Six Months Ended June 30,
The $5.6 $10.6 million decrease in research and development expenses was primarily attributable to a $2.8 $4.3 million decrease in personnel costs (inclusive of a $1.1 million increase resulting from personnel-related restructuring costs), a $4.1 million decrease in depreciation and other expenses, a $1.9 $2.3 million decrease in laboratory materials and allocated production laboratory expenses, which was driven primarily by decreased investments in our broad platform, clonoSEQ and drug discovery efforts, a $1.7 million decrease in personnel costs and a $0.5 $0.9 million decrease in allocable facility expenses. These decreases were partially offset by a $1.4 $1.0 million increase in software and cloud services expenses. A $2.6 million decrease in depreciation expense, $0.8 million decrease in expenses related to clinical study and validation activities and $0.7 million decrease in asset disposal costs were the primary drivers of the change in depreciation and other expenses.
Nine Months Ended September 30,
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The $6.1 $9.6 million increase in sales and marketing expenses was primarily attributable to a $3.1 $4.8 million increase in personnel costs, a $1.1 $2.1 million increase in travel computer and customer event related software expenses, a $1.1 $1.5 million increase in computer travel and software customer event related expenses and a $0.5 $1.0 million increase in consulting costs.
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Six Months Ended June 30,
Nine Months Ended September 30,
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The $7.0 $7.5 million increase in general and administrative expenses was primarily attributable to a $2.1 $2.7 million increase in personnel costs, a $1.7 million increase in third-party billing service fees, a $1.6 $2.1 million increase in legal expenses and accounting expenses, a $1.5 $1.7 million increase in computer and software expenses and a $1.1 million increase in third-party billing service fees.
Adaptive Biotechnologies Corporation
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Six Months Ended June 30,
Nine Months Ended September 30,
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and 50 more changes in the filing
Market risk 1 change
We are exposed to market risk for changes in interest rates related primarily to our cash and cash equivalents and marketable securities. As of June September 30, 2026, there have been no material changes to our market risks as previously disclosed in our Annual Report filed with the SEC on February 26, 2026. We do not enter into investments for trading purposes and have not used any derivative financial instruments to manage our interest rate risk exposure.
Controls and procedures 1 change
Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act") as of the end of the period covered by this report. Based on that evaluation, our chief executive officer and chief financial officer have concluded that our disclosure controls and procedures were effective as of June September 30, 2026. There was not any change in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) during the three months ended June September 30, 2026 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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Risk factors 17 changes
Our indebtedness and liabilities could limit the cash flow available for our operations, expose us to risks that could adversely affect our business, financial condition and results of operations and impair our ability to satisfy our obligations under the Notes.
In June 2026, we completed our offering of an aggregate principal amount of $345.0 million of Notes. We may also incur additional indebtedness to meet future financing needs. Our indebtedness could have significant negative consequences for our security holders and our business, results of operations and financial condition by, among other things:
• increasing our vulnerability to adverse economic and industry conditions;
• limiting our ability to obtain additional financing;
• requiring the dedication of a substantial portion of our cash flow from operations to service our indebtedness, which will reduce the amount of cash available for other purposes;
• limiting our flexibility to plan for, or react to, changes in our business;
• diluting the interests of our existing shareholders as a result of issuing shares of our common stock upon conversion of the notes; and
• placing us at a possible competitive disadvantage with competitors that are less leveraged than us or have better access to capital.
Our business may not generate sufficient funds, and we may otherwise be unable to maintain sufficient cash reserves, to pay amounts due under our indebtedness, including the Notes, and our cash needs may increase in the future. Our ability to meet our payment and other obligations under our debt instruments depends on our ability to generate significant cash flow in the future, which is, to some extent, subject to general economic, financial, competitive, legislative and regulatory factors as well as other factors that are beyond our control.
We may not have enough available cash or be able to obtain financing at the time we are required to repurchase the Notes or pay any cash amounts due upon their maturity or conversion. In addition, applicable law, regulatory authorities and any agreements governing other indebtedness may restrict our ability to repurchase the Notes or to pay any cash amounts due upon their maturity or conversion. Our failure to repurchase notes or to pay any cash amounts due upon their maturity or conversion when required will constitute a default under the indenture. A default under the indenture or the fundamental change itself could also lead to a default under agreements governing our other indebtedness, which may result in that other indebtedness becoming immediately payable in full.
Any of the above-listed factors could have an adverse effect on our business, financial condition and results of operations and our ability to meet our payment obligations under the Notes and our other debt.
Adaptive Biotechnologies Corporation
Transactions relating to our Notes may affect the value of our common stock or have other adverse effects.
Certain transactions relating to the Notes could adversely affect the value of your investment. For example, the conversion of some or all of the Notes, when convertible, would dilute the ownership interests of existing shareholders to the extent we satisfy our conversion obligation by delivering common stock upon such conversion. In addition, we will have the right to redeem the Notes, in whole or in part, in certain circumstances on or after July 1, 2029, which if exercised would reduce our cash available for other purposes. Moreover, in the event of a fundamental change (as defined in the Indenture), noteholders will have the right to require us to repurchase their Notes for cash as provided in the indenture and, if a takeover constitutes a make-whole fundamental change, we may be required to temporarily increase the conversion rate. In either case, and in other cases, our obligations under the Notes and the indenture could increase the cost of acquiring us or otherwise discourage a third party from acquiring us or removing incumbent management, including in a transaction that holders of our common stock may view as favorable. In addition, the option counterparties in the capped call transactions we entered into in connection with the Notes offering may modify their hedge positions, which could also cause or avoid an increase or a decrease in the market price of our common stock. Accordingly, potential future transactions relating to the Notes could have an adverse effect on our business, our financial condition and the value of your investment.
We may not realize the anticipated benefits of separating our Immune Medicine business from our MRD business.
As our Immune Medicine business enters its next phase of growth, we believe the long-term potential of its differentiated assets may be best realized outside of the diagnostic commercial model of our MRD business. Accordingly, we have announced that we plan to separate our Immune Medicine business from our MRD business. However, we may not achieve the anticipated operational, financial, strategic and other benefits of the separation. If strategic and structural alternatives for Immune Medicine do not emerge, we may not succeed in separating it from our MRD business, and any alternatives that do become available to us may have commercially challenging terms. Even if we do separate our Immune Medicine business, it may be unable to access the required capital, personnel, technology, or other resources necessary for the business to separately pursue its growth opportunities. Whether or not the separation is successful, pursuing the separation may distract our management, require time and resources, or adversely impact our operations, employee retention and morale, customer and partner retention, and other important relationships. As a result, we may not realize the anticipated benefits of separating our Immune Medicine business from our MRD business.
Investing in our common stock involves a high degree of risk. We operate in a rapidly changing environment that involves a number of risks that could materially affect our business, financial condition or future results, some of which are beyond our control. In addition to the other information set forth in this report, the risks and uncertainties that we believe are most important for you to consider are discussed in Part I, Item 1A under the caption "Risk Factors" in our Annual Report filed with the SEC on February 26, 2026 and in Part II, Item 1A under the caption "Risk Factors" in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 ( the "Second Quarterly Report") filed with the SEC on August 4, 2026. The risk factors may be important to understanding other statements in this report and should be read in conjunction with the unaudited condensed consolidated financial statements and related notes in this report. The occurrence of any single risk or any combination of risks could materially and adversely affect our business, operations, product pipeline, operating results, financial condition or liquidity, and consequently, the value of our securities. Further, additional risks that we currently do not know about or that we currently believe to be immaterial may also impair our business, financial condition, operating results and prospects. Other than the risk factors set forth below, There have been no material changes to the risk factors described in our Annual Report filed with the SEC on February 26, 2026 and our Second Quarterly Report filed with the SEC on August 4, 2026.
Unregistered sales of stock 8 changes
Repurchases of Equity Securities
The following table summarizes purchases of common stock made by us or any "affiliated purchaser" (as defined in Rule 10b-18(a)(3) of the Exchange Act) for the three months ended June 30, 2026:
Total number of shares (or units) purchased
Average price paid per share (or unit)
Total number of shares (or units) purchased as part of publicly announced plans or programs
Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs
(1) Reflects our use of $25.0 million to repurchase 1,451,800 shares of our common stock concurrently with the closing of the Notes offering.
(2) On June 15, 2026, in connection with announcing the commencement of the Notes offering, we announced our intention to use up to $25.0 million of the net proceeds from the Notes offering to repurchase shares of our common stock concurrently with the pricing of the Notes offering in privately negotiated transactions effected through one of the initial purchasers of the Notes or its affiliate.
Defaults on senior securities 1 change
Adaptive Biotechnologies Corporation
Other information 10 changes
On July 30, 2026, we entered into a Data and Model Partnership and Platform Hosting Trial and Agreement (the "Platform Agreement") with Harell Data Corp. ("Harell"), a data-sharing, cloud-computing company. With the approval of our board of directors, our Chief Scientific Officer and Co-founder, Dr. Harlan Robins, founded Harell and has served as a director but not a paid employee. Pursuant to the Platform Agreement, we have agreed to license certain TCR binding datasets and machine learning models for training and use by Harell customers in consideration for specified percentages of the aggregate customer revenue from training, inference, and gross model inference activities, as set forth in the Platform Agreement. We will retain ownership of all datasets and models licensed to Harell, and we have agreed not to provide the datasets to any platform that offers a usage-based model other than Harell.
On July 30, 2026, we entered into a consulting agreement with our former Chief Scientific Officer, Dr. Harlan Robins, effective August 1, 2026 pursuant to our standard form (the "Consulting Agreement"), under which Dr. Robins transitioned to a consultant in a scientific advisory role with us. Through the 12-month initial term, and up to a year thereafter subject to our right to terminate the Consulting Agreement, Dr. Robins has agreed to support research and development efforts for the MRD business and the separation of the Immune Medicine business, for a fee of $12,000 per month and for the vesting of all unvested time-based awards upon a change in control, so long as he is a service provider (as described in our 2019 Equity Incentive Plan).
These descriptions are summaries of the Platform Agreement and the Consulting Agreement, which we intend to file as exhibits to our Form 10-Q for the quarterly period ending September 30, 2026.
On August 21, 2026 , Chad Robins , Chief Executive Officer and Chairman of our Board of Directors , adopted a Rule 10b5-1 trading plan. Mr. Robins' plan provides for the sale of up to 1,410,000 shares of our common stock. The plan's expiration date is June 11, 2027 . This plan was entered into during an open insider trading window and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act and our policies regarding transactions in our securities.
On September 9, 2026 , Sharon Benzeno , Chief Commercial Officer , Immune Medicine, adopted a Rule 10b5-1 trading plan. Dr. Benzeno's plan provides for the sale of up to 128,560 shares of our common stock and 100% of the net vested shares of our common stock received in connection with the vesting of certain restricted stock units. The plan's expiration date is June 30, 2027 . This plan was entered into during an open insider trading window and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act and our policies regarding transactions in our securities.
On September 9, 2026 , Katey Owen , a member of our Board of Directors , adopted a Rule 10b5-1 trading plan. Dr. Owen's plan provides for the sale of 30% of the net vested shares of our common stock received in connection with the vesting of certain restricted stock units. The plan's expiration date is March 31, 2027 . This plan was entered into during an open insider trading window and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act and our policies regarding transactions in our securities.
On September 11, 2026 , Francis Lo , Chief People Officer , adopted a Rule 10b5-1 trading plan. The plan provides for the sale of up to 93,587 shares of our common stock, certain additional shares remaining unsold under specified sale instructions in Mr. Lo's pre-existing Rule 10b5-1 trading plan as of the new plan's selling start date, and 30% of the net vested shares of our common stock received in connection with the vesting of certain restricted stock units. The plan's expiration date is December 17, 2027 . This plan was entered into during an open insider trading window and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act and our policies regarding transactions in our securities.
Adaptive Biotechnologies Corporation
On September 16, 2026 , Susan Bobulsky , Chief Commercial Officer , MRD, adopted a Rule 10b5-1 trading plan. Ms. Bobulsky's plan provides for the sale of up to 96,916 shares of our common stock, up to an additional 2,944 shares remaining unsold under specified sale instructions in Ms. Bobulsky's pre-existing Rule 10b5-1 trading plan as of the new plan's selling start date, and 100% of the net vested shares of our common stock received in connection with the vesting of certain restricted stock units. The plan's expiration date is June 30, 2027 . This plan was entered into during an open insider trading window and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act and our policies regarding transactions in our securities.
On September 16, 2026 , Kyle Piskel , Chief Financial Officer , adopted a Rule 10b5-1 trading plan. Mr. Piskel's plan provides for the sale of up to 57,901 shares of our common stock and 100% of the net vested shares of our common stock received in connection with the vesting of certain restricted stock units. The plan's expiration date is May 31, 2027 . This plan was entered into during an open insider trading window and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act and our policies regarding transactions in our securities.
1 unchanged paragraph
Exhibits 9 changes
7 unchanged paragraphs
Form of Capped Call Confirmation
Waiver Agreement, dated as of June 15, 2026, among Adaptive Biotechnologies Corporation, OrbiMed Royalty & Credit Opportunities IV, LP, OrbiMed Royalty & Credit Opportunities III, LP and OrbiMed Royalty & Credit Opportunities IV Offshore, LP
Form of Consulting Agreement
Amended and Restated Data and Model Partnership and Platform Hosting Trial and Agreement, made and entered into as of October 13, 2026, by and between Adaptive Biotechnologies Corporation and Harrell Data Corp.
7 unchanged paragraphs
Portions of this exhibit have been omitted pursuant to Item 601 of Regulation S-K promulgated under the Securities Act of 1933, as amended, because the registrant customarily and actually treats that information as private or confidential and such information is not material.
3 unchanged paragraphs
Date: August 4, 2026
Date: November 4, 2026
1 unchanged paragraph
Date: August 4, 2026
Date: November 4, 2026
1 unchanged paragraph
Unchanged: Mine Safe ty Disclosures
Compared by code from the two filings' text and XBRL. Not advice.
The reading, claim by claim
- For the quarter ended September 30, 2026, it reported revenue of $83.9 million and net income of $2.9 million.
- The statements of operations (in thousands) show revenue of $83,902 thousand for the three months ended September 30, 2026, against $93,973 thousand a year earlier.
- Total operating expenses were $84,359 thousand, and the loss from operations was $457 thousand.
- Net income per share, basic and diluted, was $0.02.
- For the nine months ended September 30, 2026, revenue was $226,329 thousand and the net loss was $57,150 thousand.
- The statement lists a loss on revenue interest liability extinguishment of $23,733 thousand in that period.
- The balance sheet (in thousands) lists cash and cash equivalents of $75,615 thousand at September 30, 2026, against $70,495 thousand at December 31, 2025.
- Convertible senior notes, net, were $335,379 thousand, and the revenue interest liability was shown as nil, against $126,566 thousand long-term at December 31, 2025.
- Total assets were $683,120 thousand.
- The forward-looking statements section mentions the company's review of strategic and structural alternatives for its Immune Medicine business.
10 of 11 claims matched the filing text.
Not found in the filing text
- Net loss per share was $0.36, against $0.30 for the nine months a year earlier.
From the filing's financial data, not stated in its text
From this 10-Q's financial data (XBRL) for the quarter ended September 30, 2026
- Revenue changed -10.7% from a year earlier.
From the filing
Item 6.
Exhibits
Signatures
Adaptive Biotechnologies Corporation
FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements that are based on management's beliefs and assumptions and on information currently available to management. All statements contained in this report other than statements of historical fact are forward-looking statements, which include but are not limited to, statements about:
• our ability to leverage and extend our immune medicine platform to discover, develop and commercialize our products and services, including further commercialization and development of products and services related to our Minimal Residual Disease ("MRD") and Immune Medicine business areas, particularly in light of the novelty of immune medicine and our methods;
• our ability to achieve and maintain commercial market acceptance of our current products and services, including coverage and reimbursement decisions related to clonoSEQ, as well as our ability to achieve market acceptance for any additional products and services beyond our current portfolio, if developed;
• our ability to realize payments, such as milestone fees or payments, based on our customers' use of our data in connection with their achievement of research or regulatory goals relating to their own products;
• our review of strategic and structural alternatives for our Immune Medicine business10, including the timing and outcome of that review and our ability to identify and pursue a preferred path to separation of the Immune Medicine business from our MRD business; and
• our expected reliance on collaborators and other third parties for development, clinical testing and regulatory approval of current products in new indications and potential product candidates, which may fail at any time due to a number of possible unforeseen events.
The forward-looking statements in this report also include statements regarding our research and development efforts and other matters regarding our business strategies, use of capital, results of operations and financial position and plans and objectives for future operations. In some cases, you can identify forward-looking statements by the words "may," "will," "could," "would," "should," "expect," "intend," "plan," "anticipate," "believe," "estimate," "predict," "project," "potential," "continue," "ongoing" or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. These statements involve risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. These risks, uncertainties and other factors are described under "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and elsewhere in this report and in other documents we file with the Securities and Exchange Commission (the "SEC") from time to time. We caution you that forward-looking statements are based on a combination of facts and factors currently known by us and our projections of the future, about which we cannot be certain. As a result, the forward-looking statements may not prove to be accurate. The forward-looking statements in this report represent our views as of the date of this report.
We undertake no obligation to update any forward-looking statements for any reason, except as required by law.
Unless otherwise stated or the context otherwise indicates, references to "we," "us," "our" and similar references refer to Adaptive Biotechnologies Corporation.
Adaptive Biotechnologies Corporation
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
| September 30, 2026 | December 31, 2025 | |
|---|---|---|
| Assets | ||
| Current assets | ||
| Cash and cash equivalents7 | $775,6157 | $770,4957 |
| Short-term marketable securities (amortized cost of $223,807 and $156,246 , respectively) | 223,339 | 156,485 |
| Accounts receivable, net | 66,671 | 50,365 |
| Inventory | 10,055 | 9,820 |
| Prepaid expenses and other current assets | 17,008 | 13,020 |
| Total current assets | 392,688 | 300,185 |
| Long-term assets | ||
| Property and equipment, net | 27,971 | 34,107 |
| Operating lease right-of-use assets | 37,990 | 40,616 |
| Long-term marketable securities (amortized cost of $102,044 and $13,220 , respectively) | 101,227 | 13,234 |
| Restricted cash | 2,705 | 2,689 |
| Intangible assets, net | 456 | 1,726 |
| Goodwill | 118,972 | 118,972 |
| Other assets | 1,111 | 1,207 |
| Total assets9 | $9683,1209 | $9512,7369 |
| Liabilities and shareholders' equity | ||
| Current liabilities | ||
| Accounts payable | $6,527 | $6,467 |
| Accrued liabilities | 8,201 | 7,700 |
| Accrued compensation and benefits | 15,107 | 16,992 |
| Current portion of operating lease liabilities | 9,137 | 8,920 |
| Current portion of deferred revenue | 59,995 | 45,194 |
| Current portion of revenue interest liability, net | — | 4,642 |
| Total current liabilities | 98,967 | 89,915 |
| Long-term liabilities | ||
| Operating lease liabilities, less current portion | 64,455 | 70,228 |
| Deferred revenue, less current portion | 408 | 1,006 |
| Revenue interest liability, net, less current portion8 | —8 | 126,5668 |
| Convertible senior notes, net8 | 335,3798 | —8 |
| Other long-term liabilities | 20 | 20 |
| Total liabilities | 499,229 | 287,735 |
| Commitments and contingencies (Note 10) | ||
| Shareholders' equity | ||
| Preferred stock: $0.0001 par value, 10,000,000 shares authorized at September 30, 2026 and December 31, 2025; no shares issued and outstanding at September 30, 2026 and December 31, 2025 | — | — |
| Common stock: $0.0001 par value, 340,000,000 shares authorized at September 30, 2026 and December 31, 2025; 161,566,952 and 153,779,418 shares issued and outstanding at September 30, 2026 and December 31, 2025, respectively | 16 | 15 |
| Additional paid-in capital | 1,597,750 | 1,581,848 |
| Accumulated other comprehensive (loss) gain | (1,285) | 253 |
| Accumulated deficit | (1,420,268) | (1,363,323) |
| Total Adaptive Biotechnologies Corporation shareholders' equity | 176,213 | 218,793 |
| Noncontrolling interests | 7,678 | 6,208 |
| Total shareholders' equity | 183,891 | 225,001 |
| Total liabilities and shareholders' equity | $683,120 | $512,736 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
Adaptive Biotechnologies Corporation
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Revenue1 | $183,9021 | $293,9732 | $2226,3292 | $2205,2952 |
| Operating expenses | ||||
| Cost of revenue | 19,933 | 18,157 | 58,806 | 53,135 |
| Research and development | 18,638 | 23,669 | 61,414 | 72,006 |
| Sales and marketing | 26,896 | 23,470 | 79,656 | 70,090 |
| General and administrative | 18,464 | 17,959 | 60,616 | 53,144 |
| Amortization of intangible assets | 428 | 428 | 1,270 | 1,270 |
| Total operating expenses3 | 84,3593 | 83,6833 | 261,7623 | 249,6453 |
| (Loss) income from operations3 | (4573)3 | 10,2903 | (35,4333)3 | (44,3503)3 |
| Interest and other income, net | 3,766 | 2,226 | 8,102 | 7,296 |
| Interest expense | (503) | (2,971) | (6,086) | (8,824) |
| Loss on revenue interest liability extinguishment6 | —6 | —6 | (23,7336)6 | —6 |
| Net income (loss)5 | 2,8065 | 9,5455 | (57,1505)5 | (45,8785)5 |
| Add: Net loss (income) attributable to noncontrolling interests | 70 | 1 | 205 | (42) |
| Net income (loss) attributable to Adaptive Biotechnologies Corporation | $2,876 | $9,546 | $(56,945) | $(45,920) |
| Net income (loss) per share attributable to Adaptive Biotechnologies Corporation common shareholders, basic and diluted4 | $40.024 | $40.064 | $4(0.364)4 | $4(0.304)4 |
| Weighted-average shares used in computing net income (loss) per share attributable to Adaptive Biotechnologies Corporation common shareholders | ||||
| Basic | 160,400,525 | 152,432,307 | 158,610,150 | 151,248,398 |
| Diluted | 186,879,656 | 163,162,107 | 158,610,150 | 151,248,398 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
Adaptive Biotechnologies Corporation
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Net income (loss) | $2,806 | $9,545 | $(57,150) | $(45,878) |
| Other comprehensive (loss) income | ||||
| Change in unrealized gains and losses on investments | (1,073) | 138 | (1,538) | 45 |
| Comprehensive income (loss) | 1,733 | 9,683 | (58,688) | (45,833) |
| Add: Comprehensive loss (income) attributable to noncontrolling interests | 70 | 1 | 205 | (42) |
| Comprehensive income (loss) attributable to Adaptive Biotechnologies Corporation | $1,803 | $9,684 | $(58,483) | $(45,875) |
The accompanying notes are an integral part of these condensed consolidated financial statements.
Adaptive Biotechnologies Corporation
| Common Stock | |||||||
|---|---|---|---|---|---|---|---|
| Additional | |||||||
| Accumulated Other | |||||||
| Accumulated | |||||||
| Noncontrolling | |||||||
| Total | |||||||
| Shares | |||||||
| Amount | |||||||
| Paid-In Capital | |||||||
| Comprehensive Gain (Loss) | |||||||
| Deficit | |||||||
| Interests | |||||||
| Shareholders' Equity | |||||||
| Balance at June 30, 2025 | 152,234,772 | $15 | $1,538,919 | $73 | $(1,359,290) | $(181) | $179,536 |
| Issuance of common stock for cash upon exercise of stock options | 273,428 | — | 1,777 | — | — | — | 1,777 |
| Vesting of restricted stock units | 72,842 | — | — | — | — | — | — |
| Share-based compensation expense | — | — | 13,257 | — | — | — | 13,257 |
| Other comprehensive income | — | — | — | 138 | — | — | 138 |
| Net income (loss) | — | — | — | — | 9,546 | (1) | 9,545 |
| Balance at September 30, 2025 | 152,581,042 | $15 | $1,553,953 | $211 | $(1,349,744) | $(182) | $204,253 |
| Balance at June 30, 2026 | 159,059,622 | $16 | $1,566,254 | $(212) | $(1,423,144) | $7,748 | $150,662 |
| Issuance of common stock for cash upon exercise of stock options | 2,444,719 | — | 21,110 | — | — | — | 21,110 |
| Vesting of restricted stock units | 62,611 | — | — | — | — | — | — |
| Share-based compensation expense | — | — | 10,386 | — | — | — | 10,386 |
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