nvta-20230930

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


Form 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2023


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 001-36847

Invitae Corporation

(Exact name of the registrant as specified in its charter)


Delaware						27-1701898
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

1400 16th Street, San Francisco, California 94103

(Address of principal executive offices, Zip Code)

(415) 374-7782

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of exchange on which registered

Common Stock, $0.0001 par value per share

NVTA

New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b 2 of the Exchange Act.

Large accelerated filer

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares of the registrant’s common stock outstanding as of November 6, 2023 was 286,492,840.

TABLE OF CONTENTS


		Page No.


PART I: Financial Information

Item 1.	Condensed Consolidated Financial Statements

	Condensed Consolidated Balance Sheets	1

	Condensed Consolidated Statements of Operations	2

	Condensed Consolidated Statements of Comprehensiv e Loss	3

	Condensed Consolidated Statements of Stockholders' (Deficit) Equity	4

	Condensed Consolidated Statements of Cash Flows	5

	Notes to Condensed Consolidated Financial Statements	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	34

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	55

Item 4.	Controls and Procedures	55

PART II: Other Information

Item 1.	Legal Proceedings	56

Item 1A.	Risk Factors	56







Item 5.	Other Information	83

Item 6.	Exhibits	84

SIGNATURES		85

PART I — Financial Information

ITEM 1. Condensed Consolidated Financial Statements

INVITAE CORPORATION

Condensed Consolidated Balance Sheets

(in thousands)

(unaudited)


	September 30, 2023		December 31, 2022
Assets
Current assets:
Cash and cash equivalents	$	158,007	$	257,489
Marketable securities	96,566		289,611
Accounts receivable	82,507		96,148
Inventory	21,627		30,386
Prepaid expenses and other current assets	19,692		19,496
Total current assets	378,399		693,130
Property and equipment, net	65,446		108,723
Operating lease assets	61,639		106,563
Restricted cash	10,100		10,030

Intangible assets, net	—		1,012,549

Other assets	19,531		23,121
Total assets	$	535,115	$	1,954,116
Liabilities and stockholders’ (deficit) equity
Current liabilities:
Accounts payable	$	25,185	$	13,984
Accrued liabilities	84,729		74,388
Operating lease obligations	17,650		14,600
Finance lease obligations	3,948		5,121
Convertible senior notes, net current portion	26,907		—
Total current liabilities	158,419		108,093
Operating lease obligations, net of current portion	134,945		134,386
Finance lease obligations, net of current portion	855		3,780
Debt	—		122,333
Convertible senior notes, net	1,127,830		1,470,783
Convertible senior secured notes (at fair value)	196,244		—
Deferred tax liability	—		8,130
Other long-term liabilities	226		4,775
Total liabilities	1,618,519		1,852,280
Commitments and contingencies (Note 7)
Stockholders’ (deficit) equity:
Common stock	29		25
Accumulated other comprehensive income (loss)	25,378		(80)
Additional paid-in capital	5,061,131		4,931,032
Accumulated deficit	(6,169,942)		(4,829,141)
Total stockholders’ (deficit) equity	(1,083,404)		101,836
Total liabilities and stockholders’ (deficit) equity	$	535,115	$	1,954,116

See accompanying notes to unaudited condensed consolidated financial statements.

INVITAE CORPORATION

Condensed Consolidated Statements of Operations

(in thousands, except per share data)

(unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Revenue:
Test revenue	$	117,561	$	128,839	$	346,127	$	381,518
Other revenue	3,680		4,697		13,002		12,331
Total revenue	121,241		133,536		359,129		393,849
Operating expenses:
Cost of revenue	82,186		116,956		258,102		324,412
Research and development	58,336		87,177		184,138		330,559
Selling and marketing	37,999		49,193		127,241		172,086
General and administrative	45,619		44,939		160,826		147,221
Goodwill and IPR&D impairment	—		—		—		2,313,047
Restructuring, impairment and other costs	877,289		125,222		1,010,843		130,039


Total operating expenses	1,101,429		423,487		1,741,150		3,417,364
Loss from operations	(980,188)		(289,951)		(1,382,021)		(3,023,515)
Other income (expense), net:
Gain (loss) on extinguishment of debt, net	229		—		(10,593)		—
Debt issuance costs	(845)		—		(20,704)		—
Change in fair value of convertible senior secured notes	33,463		—		72,386		—
Change in fair value of acquisition-related liabilities	70		(527)		337		15,666
Other income, net	4,843		2,399		15,105		3,971
Total other income, net	37,760		1,872		56,531		19,637
Interest expense	(5,850)		(14,145)		(23,366)		(42,149)
Net loss before taxes	(948,278)		(302,224)		(1,348,856)		(3,046,027)
Income tax benefit	6,171		1,068		8,055		39,551
Net loss	$	(942,107)	$	(301,156)	$	(1,340,801)	$	(3,006,476)
Net loss per share, basic and diluted	$	(3.42)	$	(1.27)	$	(5.09)	$	(12.91)

Shares used in computing net loss per share, basic and diluted	275,604		237,974		263,210		232,889

See accompanying notes to unaudited condensed consolidated financial statements.

INVITAE CORPORATION

Condensed Consolidated Statements of Comprehensive Loss

(in thousands)

(unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Net loss	$	(942,107)	$	(301,156)	$	(1,340,801)	$	(3,006,476)
Other comprehensive (loss) income:
Unrealized (loss) income on available-for-sale marketable securities, net of tax	(61)		436		92		(891)
Changes in fair value attributable to instrument-specific credit risk of convertible senior secured notes measured at fair value, net of tax	16,529		—		25,366		—
Comprehensive loss	$	(925,639)	$	(300,720)	$	(1,315,343)	$	(3,007,367)

See accompanying notes to unaudited condensed consolidated financial statements.

INVITAE CORPORATION

Condensed Consolidated Statements of Stockholders' (Deficit) Equity

(in thousands)

(unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Common stock:
Balance, beginning of period	$	27	$	24	$	25	$	23
Common stock issued	2		—		4		1
Balance, end of period	29		24		29		24

Accumulated other comprehensive income (loss):
Balance, beginning of period	8,910		(1,334)		(80)		(7)
Unrealized (loss) income on available-for-sale marketable securities, net of tax	(61)		436		92		(891)
Changes in fair value attributable to instrument-specific credit risk of convertible senior secured notes measured at fair value, net of tax	16,529		—		25,366		—
Balance, end of period	25,378		(898)		25,378		(898)

Additional paid-in capital:
Balance, beginning of period	5,018,112		4,815,383		4,931,032		4,701,230
Common stock issued in connection with the exchange of convertible senior notes due 2024	16,768		—		40,229		—

Common stock issued in connection with public offering, net	(55)		9,658		(55)		9,658
Common stock issued on exercise of stock options, net	—		33		1		630

Common stock issued pursuant to employee stock purchase plan	—		—		2,168		5,637
Common stock and equity awards issued pursuant to acquisitions	309		3,984		2,202		9,253
Stock-based compensation expense	25,997		60,006		85,554		162,656
Balance, end of period	5,061,131		4,889,064		5,061,131		4,889,064

Accumulated deficit:
Balance, beginning of period	(5,227,835)		(4,428,168)		(4,829,141)		(1,722,848)
Net loss	(942,107)		(301,156)		(1,340,801)		(3,006,476)
Balance, end of period	(6,169,942)		(4,729,324)		(6,169,942)		(4,729,324)
Total stockholders' (deficit) equity	$	(1,083,404)	$	158,866	$	(1,083,404)	$	158,866

See accompanying notes to unaudited condensed consolidated financial statements.

INVITAE CORPORATION

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)


	Nine Months Ended September 30,
	2023		2022
Cash flows from operating activities:
Net loss	$	(1,340,801)	$	(3,006,476)
Adjustments to reconcile net loss to net cash used in operating activities:
Goodwill and IPR&D impairment	—		2,313,047
Impairments and losses on disposals of long-lived assets, net	1,012,360		60,317

Depreciation and amortization	100,403		104,726
Stock-based compensation	85,554		164,314
Amortization of debt discount and issuance costs	5,483		11,676
Loss on extinguishment of debt, net	10,593		—
Debt issuance costs	20,704		—
Change in fair value of convertible senior secured notes	(72,386)		—
Remeasurements of liabilities associated with business combinations	(337)		(15,666)
Benefit from income taxes	(8,055)		(39,551)
Post-combination expense for acceleration of unvested equity and deferred stock compensation	1,789		4,980
Amortization of premiums and discounts on investment securities	(6,259)		603
Non-cash lease expense	9,309		6,832
Other	2,211		(1,314)
Changes in operating assets and liabilities, net of businesses acquired:
Accounts receivable	13,641		(22,903)
Inventory	8,759		3,614
Prepaid expenses and other current assets	(196)		9,012
Other assets	(139)		2,740
Accounts payable	8,135		(6,345)
Accrued expenses and other long-term liabilities	(6,966)		(540)
Net cash used in operating activities	(156,198)		(410,934)
Cash flows from investing activities:
Purchases of marketable securities	(231,044)		(789,622)

Proceeds from maturities of marketable securities	430,440		541,313


Purchases of property and equipment	(4,669)		(48,385)
Proceeds from sale of property and equipment	332		—

Net cash provided by (used in) investing activities	195,059		(296,694)
Cash flows from financing activities:
(Loss) proceeds from public offerings of common stock, net of issuance costs	(55)		9,658
Proceeds from issuance of common stock, net	2,170		6,267


Proceeds from issuance of Series B convertible senior secured notes due 2028	30,001		—

Payments for debt issuance costs and prepayment fees	(25,974)		—
Repayment of debt	(135,000)		—



Finance lease principal payments	(3,886)		(4,184)
Settlement of acquisition obligations	(5,529)		(10,582)
Net cash (used in) provided by financing activities	(138,273)		1,159
Net decrease in cash, cash equivalents and restricted cash	(99,412)		(706,469)
Cash, cash equivalents and restricted cash at beginning of period	267,519		933,525
Cash, cash equivalents and restricted cash at end of period	$	168,107	$	227,056

Supplemental cash flow information of non-cash investing and financing activities:

Equipment acquired through finance leases	$	—	$	4,472
Purchases of property and equipment in accounts payable and accrued liabilities	$	764	$	2,531

Common stock issued for settlement of hold-back liabilities	$	413	$	4,274

Exchange of convertible senior notes due 2024	$	(320,039)	$	—
Exchange for convertible senior secured notes due 2028	$	301,171	$	—
Operating lease assets obtained in exchange for lease obligations, net	$	—	$	4,495

See accompanying notes to unaudited condensed consolidated financial statements.

INVITAE CORPORATION

Notes to Condensed Consolidated Financial Statements

1. Organization and description of business

Invitae Corporation ("Invitae," “the Company," "we," "us," and "our") was incorporated in the State of Delaware on January 13, 2010, as Locus Development, Inc. and we changed our name to Invitae Corporation in 2012. We offer high-quality, comprehensive, affordable genetic testing across multiple clinical areas, including hereditary cancer, precision oncology, women's health, and rare diseases. Invitae operates in one segment.

Strategic realignment

On July 18, 2022, the Company initiated a strategic realignment of our operations and began implementing cost reduction programs, which was approved by the board of directors of the Company on July 16, 2022.

See Note 10, "Restructuring, impairment and other costs" for additional information regarding our strategic realignment.

Basis of presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual financial statements. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments (including normal recurring adjustments) considered necessary for a fair presentation. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2022. The results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results expected for the full fiscal year or any other periods.

Liquidity and Going Concern

The accompanying condensed consolidated financial statements have been prepared using the going concern basis of accounting, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business and does not include any adjustments relating to the recoverability and classification of recorded asset and liability amounts that might result from the outcome of the uncertainties described below.

Pursuant to Accounting Standards Codification ("ASC") 205-40, Presentation of Financial Statements — Going Concern (“ASC 205-40”), management must evaluate whether there are conditions and events, considered in aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date that these condensed consolidated financial statements are issued. In accordance with ASC 205-40, management’s analysis can only include the potential mitigating impact of management’s plans that have not been fully implemented as of the issuance date if (a) it is probable that management’s plans will be effectively implemented on a timely basis, and (b) it is probable that the plans, when implemented, will alleviate the relevant conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern.

The Company has generally incurred net losses since its inception and had an accumulated deficit of $6.2 billion and $4.8 billion as of September 30, 2023 and December 31, 2022, respectively. The Company had net losses of $3.1 billion, $379.0 million and $602.2 million for the years ended December 31, 2022, 2021 and 2020, respectively. The Company used net cash in operating activities of $493.0 million, $559.8 million and $298.5 million during the years ended December 31, 2022, 2021 and 2020, respectively. The Company had net losses of $942.1 million and $301.2 million for the three months ended September 30, 2023 and 2022, respectively, and $1.3 billion and $3.0 billion for the nine months ended September 30, 2023 and 2022, respectively. Included in the Company's net loss for the three months ended September 30, 2023 are non-cash items such as $881.2 million for impairments and losses on disposals of long-lived assets, net. Included in the Company's net loss for the three months ended September 30, 2022 are non-cash items such as $55.5 million for impairments and losses on disposals of long-lived assets, net. Included in the Company’s net loss for the nine months ended September 30, 2023 are non-cash items such as $1.0 billion for impairments and losses on disposals of long-lived assets, net. Included in the Company’s net loss for the nine months ended September 30, 2022 are non-cash items such as a $2.3 billion loss on

impairment of goodwill and in-process research and development (“IPR&D”) intangible asset and $60.3 million related to impairments and losses on disposals of long-lived assets, net. See Note 4, “Intangible assets, net” for additional information. The Company used net cash in operating activities of $156.2 million and $410.9 million for the nine months ended September 30, 2023 and 2022, respectively.

At September 30, 2023 and December 31, 2022, the Company had $254.6 million and $547.1 million, respectively, of cash, cash equivalents, and marketable securities. The Company expects to incur additional operating losses and negative operating cash flows in the near term.

As a result of losses, projected cash needs, and current liquidity level, substantial doubt exists about the Company’s ability to continue as a going concern.

The Company’s ability to continue as a going concern is contingent upon successful execution of management’s intended plan over the next twelve months to reduce operating costs and improve the Company’s liquidity, which includes, without limitation:

•Reducing operating costs by a reduction in lab and office space through consolidation, and focusing and eliminating certain business activities and services.

•Seeking additional capital through the issuance of debt or equity securities, or the sale of assets.

While operational improvement efforts and expense control have resulted in margin expansion and stronger financial performance in the nine months ended September 30, 2023, the Company is engaging with stakeholders on a path forward and has formed a special committee of its board of directors focused on improving the Company’s capital position. The Company is exploring a number of options, including, but not limited to, raising capital, asset sales, business and research and development refocusing efforts, capital expenditure and operating expense reductions, and addressing its debt obligations.

The condensed consolidated financial statements do not include any adjustments that may result from the outcome of this going concern uncertainty.

Since inception, the Company’s operations have been financed primarily by fees collected from its customers, net proceeds from sales of its capital stock as well as borrowing from debt facilities and the issuance of convertible senior notes. The Company will need to raise additional funding to finance operations and service or repay debt obligations, however there is no assurance that it will be successful in obtaining such additional financing. If the Company raises additional capital through debt financing, the Company may be subject to covenants limiting or restricting the Company’s ability to take specific actions, such as incurring additional debt, capital expenditures or sale of assets. If the Company raises additional capital through public or private equity offerings, the ownership interest of our existing stockholders would be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the Company’s existing stockholders’ rights. There can be no assurance that additional capital will be available to the Company or, if available, would be available in sufficient amounts or on terms acceptable to us or on a timely basis. If sufficient funds on acceptable terms are not available when needed, the Company could be further required to curtail planned activities to reduce costs, which could include reductions in workforce, elimination of business operations and services, and significant reductions in operating expenses, liquidation of assets or pursuing bankruptcy proceedings. Doing so may potentially have an unfavorable effect on the Company’s ability to execute its business plan and have an adverse effect on the Company’s business, results of operations and future prospects.

2. Summary of significant accounting policies

Principles of consolidation

Our unaudited condensed consolidated financial statements include our accounts and the accounts of our wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Use of estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities as of the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. We base these estimates on current facts, historical and anticipated results, trends and various other assumptions that we believe are reasonable under the circumstances, including assumptions as to

future events. Actual results could differ materially from those judgments, estimates and assumptions. We evaluate our estimates on an ongoing basis.

Prior period reclassifications

Certain prior period amounts have been reclassified to conform with the current period presentation. Loss on disposal of property and equipment and impairment charges related to right-of-use assets and the related leasehold improvements are now included in restructuring, impairment and other costs in the condensed consolidated statements of operations. This reclassification had no effect on the previously reported results of operations.

Concentrations of credit risk and other risks and uncertainties

Financial instruments that potentially subject us to a concentration of credit risk consist of cash, cash equivalents, restricted cash, marketable securities and accounts receivable. Our cash and cash equivalents are primarily held by financial institutions in the United States. Such deposits often exceed federally insured limits.

Cash, cash equivalents and restricted cash

Cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets are reconciled to the amounts reported in the condensed consolidated statements of cash flows as follows (in thousands):


	September 30, 2023		September 30, 2022
Cash and cash equivalents	$	158,007	$	217,029
Restricted cash	10,100		10,027
Total cash, cash equivalents and restricted cash	$	168,107	$	227,056

Fair value of financial instruments

Our financial instruments consist principally of cash and cash equivalents, marketable securities, accounts receivable, accounts payable, accrued liabilities, operating and finance leases obligations, liabilities associated with business combinations, and convertible senior notes. The carrying amounts of certain of these financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued and other current liabilities approximate their current fair value due to the relatively short-term nature of these accounts. Based on borrowing rates available to us, the carrying value of our operating and finance leases approximates their fair values. Liabilities associated with business combinations and our 4.50% Series A convertible senior secured notes due 2028 (the “Series A Notes”) and 4.50% Series B convertible senior secured notes due 2028 (the “Series B Notes” and, together with the Series A Notes, the "Senior Secured 2028 Notes") are recorded at their estimated fair value.

Fair value option election

The fair value option provides an election that allows an entity to irrevocably elect to record certain financial assets and liabilities at fair value on an instrument-by-instrument basis at initial recognition. We have elected to apply the fair value option to the Senior Secured 2028 Notes and stock payable liabilities resulting from business combinations.

The Senior Secured 2028 Notes accounted for under the fair value option election pursuant to ASC 825, Financial Instruments, are each a debt host financial instrument containing embedded features that would otherwise be required to be bifurcated from the debt-host and recognized as separate derivative liabilities subject to initial and recurring estimated fair value measurements under ASC 815, Derivatives and Hedging. Notwithstanding, ASC 825 provides for the fair value option election, to the extent not otherwise prohibited by ASC 825, to be afforded to financial instruments. When the fair value option election is applied to financial liabilities, bifurcation of an embedded derivative is not required, and the financial liability is initially measured at its issue-date estimated fair value and then subsequently remeasured at estimated fair value on a recurring basis as of each reporting period date. The estimated fair value adjustment related to the portion of the change in fair value attributed to a change in the instrument-specific credit risk is recognized as a component of other comprehensive loss, with the remaining amount of the fair value adjustment recognized in other income (expense), net in our condensed consolidated statements of operations. We have elected to present the component related to accrued interest in the change in fair value of the Senior Secured 2028 Notes.

In circumstances where an acquisition involves certain indemnification hold-backs that are settled in shares of our common stock, we recognize a stock payable liability based upon the number of shares that are issuable to the sellers and the quoted closing price of our common stock as of the reporting date. The number of shares that will ultimately be issued is subject to adjustment for indemnified claims that existed as of the closing date for each acquisition. We remeasure this liability each reporting period and record changes in the fair value related to stock payable liabilities in other income (expense), net in our condensed consolidated statements of operations.

Restructuring, impairment and other costs

Restructuring, impairment and other costs are comprised of employee severance and benefits, asset impairments and losses on asset disposals, and other costs. Employee severance and benefit costs are comprised of severance, other termination benefit costs, and stock-based compensation expense for the acceleration of stock awards related to workforce reductions. We recognize costs and liabilities associated with exit and disposal activities in accordance with ASC 420, Exit and Disposal Cost Obligations, and other costs and liabilities associated with nonretirement postemployment benefits in accordance with ASC 712, Nonretirement Postemployment Benefits. Liabilities are based on the estimate of fair value in the period the liabilities are incurred, with subsequent changes to the liability recognized as adjustments in the period of change. We recognize asset impairments and losses on disposals of long-lived assets in accordance with ASC 360, Impairment or Disposal of Long-Lived Assets. Restructuring, impairment and other costs are recognized as an operating expense within the condensed consolidated statements of operations and related liabilities are recorded within accrued liabilities in the condensed consolidated balance sheets.

Recent accounting pronouncements

We evaluate all Accounting Standards Updates (“ASUs”) issued by the Financial Accounting Standards Board (the "FASB") for consideration of their applicability. ASUs not included in the disclosures in this report were assessed and determined to be either not applicable or are not expected to have a material impact on our condensed consolidated financial statements.

Recently adopted accounting pronouncements

In October 2021, the FASB issued ASU 2021-08, Business Combinations ("Topic 805"): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The amendments of this ASU require entities to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC 606, Revenue from Contracts with Customers. The Company adopted the amendments in this update on January 1, 2023 with no impact to our condensed consolidated financial statements at the date of adoption. The amendments will be applied prospectively to any future business combinations.

3. Revenue, accounts receivable and deferred revenue

Test revenue is generated from sales of diagnostic tests and precision oncology products to two groups of customers: patients, consideration for which may be paid directly by the patients or the patients' insurance carriers, and institutions (e.g., hospitals, clinics, medical centers and biopharmaceutical partners). Amounts billed and collected, and the timing of collections, vary based on the type of customer and the corresponding payer, including the patients' insurance carriers that are paying on behalf of the customer. Data and service revenue consists principally of revenue recognized for the performance of activities outlined in biopharmaceutical development contracts and other collaboration and genome network agreements.

The following tables present disaggregated revenue by customer and product offering by category (in thousands):


	Patient				Institution		Three Months Ended September 30, 2023
	Insurance		Direct
Product:
Oncology	$	52,903	$	1,680	$	7,162	$	61,745
Women's health	22,177		3,082		1,597		26,856
Rare diseases	15,534		2,386		5,381		23,301
Data/services	—		—		9,339		9,339
Total revenue	$	90,614	$	7,148	$	23,479	$	121,241


	Patient				Institution		Three Months Ended September 30, 2022
	Insurance		Direct
Product:
Oncology	$	53,104	$	2,205	$	23,862	$	79,171
Women's health	18,887		3,977		1,775		24,639
Rare diseases	8,493		2,577		6,085		17,155
Data/services	—		—		12,571		12,571
Total revenue	$	80,484	$	8,759	$	44,293	$	133,536


	Patient				Institution		Nine Months Ended September 30, 2023
	Insurance		Direct
Product:
Oncology	$	155,663	$	5,233	$	20,957	$	181,853
Women's health	63,921		9,998		4,395		78,314
Rare diseases	40,880		7,337		17,173		65,390
Data/services	—		—		33,572		33,572
Total revenue	$	260,464	$	22,568	$	76,097	$	359,129


	Patient				Institution		Nine Months Ended September 30, 2022
	Insurance		Direct
Product:
Oncology	$	155,298	$	8,499	$	68,753	$	232,550
Women's health	54,963		15,031		6,061		76,055
Rare diseases	23,093		7,806		18,990		49,889
Data/services	—		—		35,355		35,355
Total revenue	$	233,354	$	31,336	$	129,159	$	393,849

We recognize revenue related to billings based on estimates of the amount that will ultimately be realized. Cash collections for certain tests delivered may differ from rates originally estimated. In subsequent periods, we update our estimate of the amounts recognized for previously delivered tests resulting in the following (decrease) increase to revenue and (decrease) increase to our net (loss) income from operations and basic and diluted net (loss) income per share (in millions, except per share data):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Revenue	$	(0.3)	$	1.1	$	(4.5)	$	3.5
(Loss) income from operations	$	(0.3)	$	1.1	$	(4.5)	$	3.5
Net (loss) income per share, basic and diluted	$	—	$	—	$	(0.02)	$	0.02

Accounts receivable

The majority of our accounts receivable represents amounts billed to customers for test, data and service activities, and estimated amounts to be collected from patients' insurance carriers for test services.

We record a contract asset for services delivered under certain biopharmaceutical contracts, which are unbilled as of the end of the period. The contract receivable was $1.8 million and $1.3 million as of September 30, 2023 and December 31, 2022, respectively, and was included in prepaid expenses and other current assets in the condensed consolidated balance sheets.

Deferred revenue

We record a contract liability when cash payments are received or due in advance of our performance related to one or more performance obligations. The deferred revenue balance primarily consists of advanced billings for biopharmaceutical development services, including billings at the initiation of performance-based milestones, and recognized as revenue in the applicable future period when the revenue is earned. Also included are prepayments related to our consumer direct channel. We recognized revenue of $1.9 million and $2.3 million from deferred revenue during the three and nine months ended September 30, 2023, respectively. The current contract liability was $4.8 million as of each of September 30, 2023 and December 31, 2022, which was included in accrued liabilities in the condensed consolidated balance sheets. The long-term contract liability was zero and $0.1 million as of September 30, 2023 and December 31, 2022, respectively, which was included in other long-term liabilities in the condensed consolidated balance sheets.

Refund liability

As part of our strategic realignment, we terminated early or changed the scope of several companion diagnostic development contracts with milestones in progress. Upon termination, we recorded a refund liability related to the remaining outstanding performance-based milestones. During the three months ended March 31, 2023, we recorded settlement activity associated with the early termination of a companion diagnostic contract. The refund liability was $1.6 million and $4.7 million as of September 30, 2023 and December 31, 2022, respectively, which was included in accrued liabilities in the condensed consolidated balance sheets.

Performance obligations

Test and other revenue are generally recognized upon completion of our performance obligation when or as control of the promised good or service is transferred to the customer, which is typically a test report, or upon shipment of our precision oncology products or other contractually defined milestone(s). The Company has applied the practical expedient in relation to information about our remaining performance obligations, as we have a right to consideration from a customer in an amount that corresponds directly with the value to the customer of the Company’s performance completed to date. Most remaining performance obligations are primarily related to personalized cancer monitoring ("PCM") services included in test revenue in our condensed consolidated statements of operations and are generally satisfied over one to six months.

4. Intangible assets, net

The following table presents details of our acquired intangible assets as of September 30, 2023 (in thousands):


	September 30, 2023
	Cost		Accumulated Amortization		Asset Disposals/Impairments		Net		Weighted-Average Useful Life (In Years)
Customer relationships	$	40,928	$	(20,838)	$	(20,090)	$	—	10.8
Developed technology	1,138,702		(243,969)		(894,733)		—		11.1

Trade name	21,072		(5,268)		(15,804)		—		—


	$	1,200,702	$	(270,075)	$	(930,627)	$	—	11.1

The following table presents details of our acquired intangible assets as of December 31, 2022 (in thousands):


	December 31, 2022
	Cost		Accumulated Amortization		Asset Disposals/Impairments		Net		Weighted-Average Useful Life (In Years)
Customer relationships	$	41,515	$	(17,675)	$	(359)	$	23,481	10.8
Developed technology	1,174,506		(183,133)		(19,426)		971,947		10.8
Non-compete agreement	286		(286)		—		—		—
Trade name	21,085		(3,964)		—		17,121		12.0
Patent assets and licenses	495		(156)		(339)		—		—
Right to develop new technology	19,359		(2,474)		(16,885)		—		—
	$	1,257,246	$	(207,688)	$	(37,009)	$	1,012,549	10.8

Acquisition-related intangibles included in the above tables were generally definite-lived and were carried at cost less accumulated amortization. Customer relationships were being amortized on an accelerated basis in proportion to estimated cash flows. All other definite-lived acquisition-related intangibles were being amortized on a straight-line basis over their estimated lives, which approximated the pattern in which the economic benefits of the intangible assets were expected to be realized. Amortization expense was $25.6 million and $29.6 million for the three months ended September 30, 2023 and 2022, respectively, and $81.9 million and $79.8 million for the nine months ended September 30, 2023 and 2022, respectively. Amortization expense is recorded in cost of revenue, research and development, and selling and marketing expenses in our condensed consolidated statements of operations.

Impairment assessment

Goodwill and indefinite-lived intangible assets are assessed for impairment on an annual basis and whenever events or changes in circumstances indicate that these assets may be impaired. We evaluate the fair value of long-lived assets, which include property and equipment, right-of-use assets and definite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amounts of the asset may not be fully recoverable. In testing for goodwill impairment, we have the option of first performing a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. If we elect to bypass the qualitative assessment, or if a qualitative assessment indicates it is more likely than not that the carrying value exceeds its fair value, we perform a quantitative goodwill impairment test to compare to the fair value of our reporting unit to its carrying value, including goodwill. If the carrying value, including goodwill, exceeds the reporting unit’s fair value, we will recognize an impairment loss for the amount by which the carrying amount exceeds the reporting unit’s fair value.

During the three months ended June 30, 2022, as a result of the significant, sustained decline in our stock price and related market capitalization and lower than expected financial performance, we performed an impairment assessment of goodwill, IPR&D intangible assets, and long-lived assets, including definite-lived intangibles. Based on this analysis, we recognized a non-cash, pre-tax goodwill impairment charge of $2.3 billion during the three months ended June 30, 2022, which was included in goodwill and IPR&D impairment expense in the condensed consolidated statements of operations. The goodwill was fully impaired as of June 30, 2022.

We also identified indicators of impairment related to the IPR&D intangible asset initially recognized as part of the acquisition of Singular Bio, Inc. ("Singular Bio") that it was more likely than not that the asset is impaired. We recognized a non-cash, pre-tax impairment charge of $30.0 million during the three months ended June 30, 2022 related to the IPR&D intangible asset. The impairment charges are recorded in goodwill and IPR&D impairment expense in the condensed consolidated statements of operations. The indefinite-lived intangible asset was fully impaired as of June 30, 2022. Additionally, we recognized a loss on disposal of property and equipment of $4.8 million during the three months ended June 30, 2022 related to specific equipment that is no longer being utilized on this project and has no alternative future use. The loss on disposal is recorded in restructuring, impairment and other costs in the condensed consolidated statements of operations for the nine months ended September 30, 2022.

In March 2023, we decided to cease the use of acquired technology focused on informing clinical decisions as management continued our portfolio optimization. During the three months ended March 31, 2023, we wrote-off the remaining carrying value of the related developed technology intangible asset of $2.1 million and recognized $1.0 million for related contractual obligations, which are included in restructuring, impairment and other costs in the condensed consolidated statements of operations for the nine months ended September 30, 2023. See Note 10, "Restructuring, impairment and other costs" for additional information.

In June 2023, we decided to cease the use of acquired technology focused on pharmacogenetic testing as management continued our portfolio optimization. During the three months ended June 30, 2023, we wrote-off the remaining carrying value of the related developed technology intangible asset of $5.5 million, which is included in restructuring, impairment and other costs in the condensed consolidated statements of operations for the nine months ended September 30, 2023. See Note 10, "Restructuring, impairment and other costs" for additional information.

During the three months ended June 30, 2023, while exploring strategic alternatives in relation to the use of our acquired technology for our patient data platform to help patients collect, organize, store and share their medical records digitally, the developed technology was tested for recoverability. Based on the results of our testing, we wrote-off the remaining carrying value of the related developed technology intangible asset of $74.8 million, which is included in restructuring, impairment and other costs in the condensed consolidated statements of operations for the nine months ended September 30, 2023.

In September 2023, we decided to cease the use of acquired technology focused on additional pharmacogenetic testing and cancer risk stratification, along with an acquired tradename. During the three months ended September 30, 2023, we wrote-off the remaining carrying value of the related developed technology and tradename intangible assets of $43.7 million and $15.8 million, respectively, which are included in restructuring, impairment and other costs in the condensed consolidated statements of operations. See Note 10, "Restructuring, impairment and other costs" for additional information.

The Company evaluates the carrying value of long-lived assets, which include definite-lived intangible assets, property and equipment, net and right-of-use assets, for impairment whenever events or changes in circumstances indicate that the carrying amounts of the asset or asset group may not be fully recoverable. If the sum of the expected future cash flows, on an undiscounted basis, is less than the carrying amount of the asset group, an impairment loss equal to the excess of the carrying amount over the fair value of the individual asset within the asset group is recognized.

During the three months ended September 30, 2023, as a result of difficult debt markets to obtain additional financing and the substantial doubt about the Company’s ability to continue as a going concern an impairment assessment of long-lived assets was performed. A recoverability test was performed for the long-lived assets, including definite-lived intangibles, using the undiscounted cash flows approach, which included unobservable inputs including management's forecasts of projected revenue associated with future cash flows, and residual value. The cash flow estimates reflected the Company’s assumptions about its use of the long-lived assets and eventual disposition of the asset group. The Company determined that our long-lived assets held and used, including intangible assets that are subject to amortization, did not have identifiable cash flows that are largely independent of the cash flows of other assets and liabilities and of other asset groups. Therefore, the Company evaluated its long-lived assets for impairment on an entity-wide level. The Company concluded that the carrying value of the entity-wide asset group was not recoverable as it exceeded the future net undiscounted cash flows that are expected to be generated from the use and/or eventual disposition of the asset group.

To measure, allocate and recognize the impairment loss, the Company, with the assistance of a third-party valuation specialist, determined the fair value of the asset group using the discounted cash flow method using the income approach. To determine the fair value of the individual assets within the asset group, the Company utilized the discounted cash flow method of the income approach for its intangible assets, the replacement cost less depreciation approach for property and equipment and the income approach for the right-of-use assets. Based on the analysis, the Company recognized non-cash impairment charges of $788.7 million on its definite-lived intangible assets during the three and nine months ended September 30, 2023, which is included in restructuring, impairment and other costs in the condensed consolidated statements of operations. See Note 10, "Restructuring, impairment and other costs" for additional information.

The fair value assessments represent Level 3 non-recurring fair value measurements. The fair value of the assets involves unobservable inputs including, but not limited to, management’s forecasts of projected revenue associated with future cash flows and risk-adjusted discount rates.

5. Balance sheet components

Inventory

Inventory consisted of the following (in thousands):


	September 30, 2023		December 31, 2022
Raw materials	$	21,368	$	29,992
Work in progress	259		382
Finished goods	—		12
Total inventory	$	21,627	$	30,386

During the second quarter of 2023, management decided to exit certain product offerings. During the three months ended June 30, 2023, we wrote-off the remaining inventory related to these product offerings of $0.7 million, which is included in cost of revenue in the condensed consolidated statements of operations for the nine months ended September 30, 2023.

Property and equipment, net

Property and equipment consisted of the following (in thousands):


	September 30, 2023		December 31, 2022
Leasehold improvements	$	56,392	$	73,095
Laboratory equipment	50,465		67,261
Computer equipment	11,147		13,511
Furniture and fixtures	996		1,427
Construction-in-progress	7,621		21,006
Other	8,110		2,996
Total property and equipment, gross	134,731		179,296
Accumulated depreciation	(69,285)		(70,573)
Total property and equipment, net	$	65,446	$	108,723

Depreciation expense was $5.2 million and $9.7 million for the three months ended September 30, 2023 and 2022, respectively, and $15.6 million and $21.1 million for the nine months ended September 30, 2023 and 2022, respectively.

During the first quarter of 2023, we decided to exit certain leased premises and we recognized a loss on disposal of property and equipment, net of $8.5 million during the three months ended March 31, 2023 for related lab equipment and leasehold improvements, which was included in restructuring, impairment and other costs in our condensed consolidated statements of operations. See Note 4, "Intangible assets, net" for additional information on impairment assessment.

During the third quarter of 2023, we decided to exit certain leased premises and we recognized a loss on disposal of property and equipment, net of $21.6 million for the related leasehold improvements, construction-in-process, and computer equipment, which was included in restructuring, impairment and other costs in our condensed consolidated statements of operations. See Note 4, "Intangible assets, net for additional information on impairment assessment.

See Note 7, "Commitments and contingencies" and Note 10, "Restructuring, impairment and other costs" for additional information including further discussion related to right-of-use asset impairments.

Accrued liabilities

Accrued liabilities consisted of the following (in thousands):


	September 30, 2023		December 31, 2022
Accrued compensation and related expenses	$	39,345	$	25,315
Accrued litigation expense	20,761		905
Accrued expenses	14,349		23,628
Deferred revenue	4,788		4,814
Other accrued liabilities	3,265		4,568
Accrued royalties	2,176		3,177
Accrued interest	45		6,646
Compensation and other liabilities associated with business combinations	—		5,335
Total accrued liabilities	$	84,729	$	74,388

6. Fair value measurements

Financial assets and liabilities are recorded at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The authoritative guidance establishes a three-level valuation hierarchy that prioritizes the inputs to valuation techniques used to measure fair value based upon whether such inputs are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions made by the reporting entity.

The three-level hierarchy for the inputs to valuation techniques is summarized as follows:

Level 1—Observable inputs such as quoted prices (unadjusted) for identical instruments in active markets.

Level 2—Observable inputs such as quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, or model-derived valuations whose significant inputs are observable.

Level 3—Unobservable inputs that reflect the reporting entity’s own assumptions.

The following tables set forth the fair value of our financial instruments that were measured at fair value on a recurring basis (in thousands):


	September 30, 2023
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
									Level 1		Level 2		Level 3
Financial assets:
Money market funds	$	163,424	$	—	$	—	$	163,424	$	163,424	$	—	$	—


U.S. Treasury notes	18,848		—		(1)		18,847		18,847		—		—
U.S. government agency securities	77,707		19		(7)		77,719		—		77,719		—
Total financial assets	$	259,979	$	19	$	(8)	$	259,990	$	182,271	$	77,719	$	—

Financial liabilities:

Convertible senior secured notes							$	196,244	$	—	$	—	$	196,244
Contingent consideration							25		—		—		25
Total financial liabilities							$	196,269	$	—	$	—	$	196,269


	September 30, 2023
Reported as:
Cash equivalents	$	153,324
Restricted cash	10,100
Marketable securities	96,566
Total cash equivalents, restricted cash, and marketable securities	$	259,990



Convertible senior secured notes	$	196,244
Other long-term liabilities	25
Total liabilities	$	196,269


	December 31, 2022
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
									Level 1		Level 2		Level 3
Financial assets:
Money market funds	$	158,931	$	—	$	—	$	158,931	$	158,931	$	—	$	—


U.S. Treasury notes	193,685		1		(123)		193,563		193,563		—		—
U.S. government agency securities	96,006		55		(13)		96,048		—		96,048		—
Total financial assets	$	448,622	$	56	$	(136)	$	448,542	$	352,494	$	96,048	$	—

Financial liabilities:
Stock payable liability							$	744	$	—	$	—	$	744
Contingent consideration							25		—		—		25
Total financial liabilities							$	769	$	—	$	—	$	769


	December 31, 2022
Reported as:
Cash equivalents	$	148,901
Restricted cash	10,030
Marketable securities	289,611
Total cash equivalents, restricted cash, and marketable securities	$	448,542


Other long-term liabilities	$	769

There were no transfers between Level 1, Level 2 and Level 3 during the periods presented. Our debt securities of U.S. government agencies are classified as Level 2 as they are valued based upon quoted market prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs obtained from various third-party data providers, including but not limited to benchmark yields, interest rate curves, reported trades, broker/dealer quotes and reference data. At September 30, 2023, the remaining contractual maturities of available-for-sale securities ranged from one to five months. Interest income generated from our investments was $2.2 million and $2.0 million during the three months ended September 30, 2023 and 2022, respectively, and $6.5 million and $5.0 million for the nine months ended September 30, 2023 and 2022, respectively, which was included in other income (expense), net in the condensed consolidated statements of operations.

The total fair value of investments with unrealized losses at September 30, 2023 was $36.1 million. None of the available-for-sale securities held as of September 30, 2023 have been in an unrealized loss position for more than one year. The Company evaluates investments that are in an unrealized loss position for impairment as a result of credit loss. It was determined that no credit losses exist as of September 30, 2023, because the change in market value of those securities has resulted from fluctuations in market interest rates since the time of purchase, rather than a deterioration of the credit worthiness of the issuers. For marketable securities in an unrealized loss position, we assess our intent to sell, or whether it is more likely than not that we will be required to sell the security before recovery of its amortized cost basis. We intend to hold our marketable securities to maturity and it is unlikely that they would be sold before their cost bases are recovered. The cost of securities sold is based on the specific identification method.

The following tables include a rollforward of the stock payable liability, contingent consideration, and Senior Secured 2028 Notes classified within Level 3 of the fair value hierarchy (in thousands):


	Three Months Ended September 30, 2023
	Stock Payable Liability		Contingent Consideration		Convertible Senior Secured Notes
Fair value at June 30, 2023	$	251	$	25	$	249,571
Issuance of convertible senior secured notes at fair value	—		—		100
Changes in fair value	(70)		—		(33,463)
Changes in fair value related to instrument-specific credit risk	—		—		(16,529)
Settlements	(181)		—		—
Cash payments for interest	—		—		(3,435)
Fair value at September 30, 2023	$	—	$	25	$	196,244


	Nine Months Ended September 30, 2023
	Stock Payable Liability		Contingent Consideration		Convertible Senior Secured Notes
Fair value at December 31, 2022	$	744	$	25	$	—
Issuance of convertible senior secured notes at fair value	—		—		301,171
Changes in fair value	(337)		—		(72,386)
Changes in fair value related to instrument-specific credit risk	—		—		(25,366)
Settlements	(407)		—		—
Cash payments for interest	—		—		(7,175)
Fair value at September 30, 2023	$	—	$	25	$	196,244


	Three Months Ended September 30, 2022
	Stock Payable Liability		Contingent Consideration
Fair value at June 30, 2022	$	2,782	$	25

Change in fair value	527		—
Settlements	(2,324)		—
Fair value at September 30, 2022	$	985	$	25


	Nine Months Ended September 30, 2022
	Stock Payable Liability		Contingent Consideration
Fair value at December 31, 2021	$	20,925	$	1,875

Change in fair value	(15,666)		(1,850)
Settlements	(4,274)		—
Fair value at September 30, 2022	$	985	$	25

Stock payable liabilities relate to certain indemnification hold-backs resulting from business combinations that are settled in shares of our common stock. We elected to account for these liabilities using the fair value option due to the inherent nature of the liabilities and the changes in value of the underlying shares that will ultimately be issued to settle the liabilities. The estimated fair value of these liabilities is classified as Level 3 and determined based upon the number of shares that are issuable to the sellers and the quoted closing price of our common stock as of the reporting date. The number of shares that will ultimately be issued is subject to adjustment for indemnified claims that existed as of the closing date for each acquisition. Changes in the number of shares issued and share price can significantly affect the estimated fair value of the liabilities. The change in fair value related to stock payable liabilities was income of $0.1 million and $0.5 million during the three months ended September 30, 2023 and 2022, respectively, and income of $0.4 million and $15.7 million for the nine months ended September 30, 2023 and 2022, respectively, which was recorded in change in fair value of acquisition-related liabilities in the condensed consolidated statements of operations.

Contingent consideration relates to the obligation we may be required to pay in the form of additional shares of our common stock resulting from the acquisition of Genelex in April 2020. The amount of the contingent obligation is dependent upon the achievement of a certain product milestone, at which time we would issue shares of our common stock with a value equal to a portion of the gross revenues actually received by us for a pharmacogenetic product reimbursed through certain payers during an earn-out period of up to four years. The estimated fair value of the contingent consideration is based upon significant inputs not observable in the market and, therefore, represents a Level 3 measurement. The material factors that may impact the fair value of the contingent consideration, and therefore, this liability, are the probabilities and timing of achieving the related milestone, the estimated revenues achieved for a pharmacogenetic product and the discount rate used to estimate the fair value. Significant changes in any of the probabilities of success would result in a significant change in the estimated fair value of the liability. The change in fair value related to contingent consideration recorded to general and administrative expense was zero during both the three months ended September 30, 2023 and 2022, respectively, and zero and a gain of $1.8 million during the nine months ended September 30, 2023 and 2022, respectively.

In March 2023, the Company issued Series A Notes in an aggregate principal amount of $275.3 million, and Series B Notes in an aggregate principal amount of $30.0 million. In August 2023, the Company issued additional Series A Notes in an aggregate principal amount of $0.1 million.

The Company elected the fair value option to account for the Senior Secured 2028 Notes. We utilize the binomial lattice model, specifically a lattice model to estimate the fair value of the Senior Secured 2028 Notes at issuance and subsequent reporting dates. The estimated fair value of the Senior Secured 2028 Notes is determined using Level 3 inputs and assumptions unobservable in the market. This model incorporates the terms and conditions of the Senior Secured 2028 Notes and assumptions related to stock price, expected stock price volatility, risk-free interest rate, market credit spread, and cost of debt. The stock price is based on the publicly traded price of our common stock as of the measurement date. We estimate the volatility of our stock price based on the historical and implied volatilities of our publicly traded common stock. The risk-free interest rate is based on interpolated U.S. Treasury rates, commensurate with a similar term to the Senior Secured 2028 Notes. The most significant assumptions in the binomial lattice model impacting the fair value of the Senior Secured 2028 Notes are (i) the estimated stock price, (ii) the estimated cost of debt, and (iii) the volatility of our common stock. Significant changes in any of these inputs may result in a significant change in the fair value of the Senior Secured 2028 Notes.

Under the fair value election as prescribed by ASC 825, we record changes in fair value, inclusive of related accrued interest, through the condensed consolidated statements of operations as a fair value adjustment of the convertible senior secured debt each reporting period, with the portion of the change that results from a change in the instrument-specific credit risk recorded separately in other comprehensive loss, if applicable. The portion of total changes in fair value of debt attributable to changes in instrument-specific credit risk are determined through specific measurement of periodic changes in the risk-free interest rate, credit spread, and cost of debt assumptions. The initial carrying amount of the Senior Secured 2028 Notes, measured at the estimated fair value on the date of issuance, was $301.1 million. As of September 30, 2023, the estimated fair value was $196.2 million. During the three and nine months ended September 30, 2023, the corresponding change in fair value of the Senior Secured 2028 Notes was a gain of $33.5 million and $72.4 million, respectively, which is included in other income (expense), net in the condensed consolidated statements of operations. The change in fair value related to instrument-specific credit risk was $16.5 million and $25.4 million during the three and nine months ended September 30, 2023, respectively, which is included in the condensed consolidated statements of comprehensive loss. See Note 7, "Commitments and contingencies" under the heading "Convertible senior notes—Convertible senior secured notes due 2028" for a description of the Senior Secured 2028 Notes.

Significant inputs into the binomial lattice model as of September 30, 2023 and March 7, 2023 were as follows:


	September 30, 2023		March 7, 2023
Stock price	$0.61		$1.65
Conversion price	$2.58		$2.58
Volatility	110.0	%	107.5	%
Risk-free interest rate	4.71	%	4.35	%
Credit spread	17.92	%	13.76	%
Cost of debt	22.6	%	18.1	%
Term (years)	4.46		5.02

7. Commitments and contingencies

Leases

The Company has entered into various non-cancellable operating lease agreements for office and laboratory space domestically and internationally. The Company's current leases have remaining terms ranging from approximately 1 to 12 years, some of which include options to extend the leases. The renewal options were not included in the calculation of the operating lease assets and the operating lease liabilities as they are not reasonably certain of being exercised. The security deposits for our operating leases are included in restricted cash in our condensed consolidated balance sheets.

In 2015, we entered into a non-cancelable operating lease agreement for our headquarters and main production facility in San Francisco, California, which commenced in 2016 with an initial lease term extending through 2026. In 2020, we entered into a non-cancelable operating lease agreement for additional office and laboratory space in San Francisco, California, which commenced in 2021 and has an initial lease term extending through 2031. In 2021, we entered into a non-cancelable operating lease agreement for a new laboratory and production facilities in Morrisville, North Carolina, which commenced in the same year with an initial lease term extending through 2035. See the discussion below regarding management's decision to exit the operating leases for additional office and laboratory space in San Francisco, California and the new laboratory and production facilities in Morrisville, North Carolina and the related impairments in 2023.

We have entered into various finance lease agreements to obtain laboratory equipment. The terms of our finance leases are generally three years and are typically secured by the underlying equipment. The portion of the future payments designated as principal repayment and related interest was classified as a finance lease obligation in our condensed consolidated balance sheets. Finance lease assets are recorded within other assets in our condensed consolidated balance sheets.

During the first quarter of 2023, we decided to exit certain leased premises and actively began looking to sublease certain facilities, including the related leasehold improvements. We determined that the changes in the intended use of these locations represented an indicator of impairment and performed a test of recoverability as of March 31, 2023. For operating leases where the carrying values of the asset group were higher than the undiscounted cash flows expected through sublease, we impaired the asset group to their fair value. The fair value was determined by utilizing the discounted cash flow method under the income approach. The key inputs to this valuation were expected sublease rental income ranging from $7.6 million to $35.7 million and a discount rate ranging from 7.0% to 8.0%. This fair value measurement is based on significant inputs not observable in the market and, therefore, represents a Level 3 measurement. During the three months ended March 31, 2023, we recognized an impairment charge of $37.8 million related to the right-of-use assets and $2.0 million for the related leasehold improvements, which was included in restructuring, impairment and other costs in our condensed consolidated statements of operations.

During the first quarter of 2023, we reassessed certain leases previously impaired as part of the strategic realignment for additional impairment due to the continued decline in market conditions and changes in the ability to sublease the properties. We determined that the changes in market conditions represented an indicator of impairment and performed a test of recoverability as of March 31, 2023. For operating leases where the carrying values of the asset group were higher than the undiscounted cash flows expected through sublease, we further impaired the asset group to their fair value. The fair value was determined by utilizing the discounted cash flow method under the income approach. The key inputs to this valuation were expected sublease rental income ranging from $0.3 million to $1.9 million and discount rates ranging from 7.50% to 7.75%. This fair value measurement is based on significant inputs not observable in the market and, therefore, represents a Level 3 measurement. During the three months ended March 31, 2023, we recognized an impairment charge of $2.3 million related to the right-of-use assets, which was included in restructuring, impairment and other costs in our consolidated statements of operations.

During the second quarter of 2023, we reassessed certain leases previously impaired as part of the strategic realignment for additional impairment due to the continued decline in market conditions and changes in the ability to sublease the properties. We determined that the changes in market conditions represented an indicator of impairment and performed a test of recoverability as of June 30, 2023. For operating leases where the carrying values of the asset group were higher than the undiscounted cash flows expected through sublease, we further impaired the asset group to their fair value. The fair value was determined by utilizing the discounted cash flow method under the income approach. The key inputs to this valuation were expected sublease rental income ranging from $0.1 million to $0.4 million and a discount rate of 7.75%. This fair value measurement is based on significant inputs not observable in the market and, therefore, represents a Level 3 measurement. During the three months

ended June 30, 2023, we recognized an impairment charge of $0.6 million related to the right-of-use assets, which was included in restructuring, impairment and other costs in our consolidated statements of operations.

During the third quarter of 2023, we decided to exit certain leased premises and actively began looking to sublease certain facilities, including the related leasehold improvements. We determined that the changes in the intended use of these locations represented an indicator of impairment and performed a test of recoverability as of September 30, 2023. For operating leases where the carrying values of the asset group were higher than the undiscounted cash flows expected through sublease, we impaired the asset group to their fair value. The fair value was determined by utilizing the discounted cash flow method under the income approach. The key inputs to this valuation were expected sublease rental income of $50.9 million and a discount rate of 7.5%. This fair value measurement is based on significant inputs not observable in the market and, therefore, represents a Level 3 measurement. During the three months ended September 30, 2023, we recognized an impairment charge of $9.9 million related to the right-of-use assets and $17.1 million for the related leasehold improvements, which was included in restructuring, impairment and other costs in our condensed consolidated statements of operations.

During the third quarter of 2023, we reassessed certain leases previously impaired as part of the strategic realignment for additional impairment due to the continued decline in market conditions and changes in the ability to sublease the properties. We determined that the changes in market conditions represented an indicator of impairment and performed a test of recoverability as of September 30, 2023. For operating leases where the carrying values of the asset group were higher than the undiscounted cash flows expected through sublease, we impaired the asset group to their fair value. The fair value was determined by utilizing the discounted cash flow method under the income approach. The key inputs to this valuation were expected sublease rental income ranging from less than $0.1 million to $33.6 million and a discount rate range of 7.50% to 7.75%. This fair value measurement is based on significant inputs not observable in the market and, therefore, represents a Level 3 measurement. During the three months ended September 30, 2023, we recognized an impairment charge of $0.6 million related to the right-of-use assets which was included in restructuring, impairment and other costs in our condensed consolidated statements of operations.

During the three months ended September 30, 2023, as a result of the exit of the leased space described above, the Company also recognized an impairment charge of $0.8 million related to a finance lease which was included in restructuring, impairment and other costs in our condensed consolidated statements of operations.

Sublease income was $0.4 million and $1.1 million during the three and nine months ended September 30, 2023, respectively, which is included in other income (expense), net in the condensed consolidated statements of operations. There was no sublease income for the three and nine months ended September 30, 2022, respectively.

Debt financing

In October 2020, we entered into a credit agreement with a financial institution under which we borrowed $135.0 million (the "2020 Term Loan") concurrent with the closing of the ArcherDX, Inc. ("ArcherDX") acquisition. The 2020 Term Loan bore interest at an annual rate equal to three-month LIBOR, subject to a 2.00% LIBOR floor, plus a margin of 8.75%. If the 2020 Term Loan is prepaid (whether such prepayment is optional or mandatory), we were required to pay a prepayment fee of 6% if the prepayment occurs prior to the third anniversary of the closing date or 4% if the prepayment occurs after the third anniversary of the closing date and we were also required to pay a make-whole fee if the prepayment occurs prior to the second anniversary of the closing date.

Debt discounts, including debt issuance costs, related to the 2020 Term Loan of $32.8 million were recorded as a direct deduction from the debt liability and are being amortized to interest expense over the term of the 2020 Term Loan. Interest expense related to our debt financings, excluding the impact of our convertible senior notes (defined below), was zero and $6.0 million for the three months ended September 30, 2023 and 2022, respectively, and $4.1 million and $17.8 million for the nine months ended September 30, 2023 and 2022, respectively.

In February 2023, we repaid, prior to the maturity date, the principal balance outstanding of $135.0 million plus accrued interest of $2.6 million. During the three months ended March 31, 2023, we incurred debt extinguishment costs of $19.3 million related to the prepayment, which included the write-off of unamortized debt issuance costs of $11.2 million and prepayment fees of $8.1 million, which was included in loss on extinguishment of debt, net in the condensed consolidated statements of operations.

Convertible senior notes

Convertible senior notes due 2024

In September 2019, we issued, at par value, $350.0 million aggregate principal amount of 2.00% convertible senior notes due 2024 (the "2024 Notes") in a private offering. The 2024 Notes are our senior unsecured obligations and will mature on September 1, 2024, unless earlier converted, redeemed or repurchased. The 2024 Notes bear cash interest at a rate of 2.0% per year, payable semi-annually in arrears on March 1 and September 1 of each year, beginning on March 1, 2020.

Upon conversion, the 2024 Notes will be convertible into cash, shares of our common stock or a combination of cash and shares of our common stock, at our election. The initial conversion rate for the 2024 Notes is 33.6293 shares of our common stock per $1,000 principal amount of the 2024 Notes (equivalent to an initial conversion price of approximately $29.74 per share of common stock).

If we undergo a fundamental change (as defined in the indenture governing the 2024 Notes), the holders of the 2024 Notes may require us to repurchase all or any portion of their 2024 Notes for cash at a repurchase price equal to 100% of the principal amount of the 2024 Notes to be repurchased plus accrued and unpaid interest to, but excluding, the redemption date.

The 2024 Notes will be convertible at the option of the holders at any time prior to the close of business on the business day immediately preceding March 1, 2024, only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on December 31, 2019 (and only during such calendar quarter), if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price for the 2024 Notes on each applicable trading day; (2) during the five business day period after any five consecutive trading day period (the “measurement period”) in which the trading price per $1,000 principal amount of 2024 Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate on each such trading day; (3) if we call any or all of the 2024 Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or (4) upon the occurrence of specified corporate events. On or after March 1, 2024 until the close of business on the business day immediately preceding the maturity date, holders may convert their 2024 Notes at any time, regardless of the foregoing circumstances. Since issuance, these notes were convertible at the option of the holders during the quarters beginning on January 1, 2021 and April 1, 2021 due to the sale price of our common stock during the quarters ended December 31, 2020 and March 31, 2021, respectively. The notes were not convertible during the nine months ended September 30, 2023 and there have been no significant conversions in the periods in which they were convertible.

We may redeem for cash all or any portion of the 2024 Notes, at our option, on or after September 6, 2022 and on or before the 30th scheduled trading day immediately before the maturity date if the last reported sale price of the common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.

See the discussion below regarding the purchase and exchange agreements with certain holders of the outstanding 2024 Notes. As of September 30, 2023, the outstanding principal balance of the 2024 Notes was $27.1 million.

Convertible senior notes due 2028

In April 2021, we issued, at 99% of par value, $1,150.0 million aggregate principal amount of 1.5% convertible senior notes due 2028 (the "2028 Notes") in a private offering. The 2028 Notes are our senior unsecured obligations and will mature on April 1, 2028, unless earlier converted, redeemed or repurchased. The 2028 Notes bear cash interest at a rate of 1.5% per year, payable semi-annually in arrears on April 1 and October 1 of each year, beginning on October 1, 2021. Upon conversion, the 2028 Notes will be convertible into cash, shares of our common stock or a combination of cash and shares of our common stock, at our election.

The 2028 Notes will be convertible at the option of the holder at any time until the second scheduled trading day prior to the maturity date, including in connection with a redemption by us. The 2028 Notes will be convertible into shares of our common stock based on an initial conversion rate of 23.1589 shares of common stock per $1,000

principal amount of the 2028 Notes (which is equal to an initial conversion price of $43.18 per share), in each case subject to customary anti-dilution and other adjustments as a result of certain extraordinary transactions. None of the 2028 Notes have been converted to date.

We may not redeem the 2028 Notes prior to April 6, 2025. On or after April 6, 2025, the 2028 Notes will be redeemable by us in the event that the closing sale price of our common stock has been at least 150% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which we provide the redemption notice at a redemption price of 100% of the principal amount of such 2028 Notes, plus accrued and unpaid interest to, but excluding, the redemption date.

With certain exceptions, upon a change of control of the Company or the failure of our common stock to be listed on certain stock exchanges, the holders of the 2028 Notes may require that we repurchase all or part of the principal amount of the Notes at a repurchase price of 100% of the principal amount of the 2028 Notes to be repurchased, plus unpaid interest to, but excluding, the maturity date.

Summary of convertible senior notes

Our 2024 Notes and 2028 Notes (collectively, our "Convertible Senior Notes") consisted of the following (in thousands):


	September 30, 2023		December 31, 2022
Outstanding principal	$	1,177,058	$	1,499,996
Unamortized debt discount and issuance costs	(22,321)		(29,213)

Net carrying amount	$	1,154,737	$	1,470,783

As of September 30, 2023, the estimated fair value of the 2024 Notes and 2028 Notes was $24.5 million and $445.7 million, respectively. The estimated fair value of the 2024 Notes and 2028 Notes, which use Level 2 fair value inputs, was determined based on yields on debt of companies with similar credit risk, debt maturity and market conditions including the price and volatility of our common stock and comparable company information. The effective interest rates were 2.54% and 1.95% for the 2024 Notes and 2028 Notes, respectively. We recognized $5.7 million and $7.7 million of interest expense related to our Convertible Senior Notes during the three months ended September 30, 2023 and 2022, respectively, and $18.7 million and $23.1 million during the nine months ended September 30, 2023 and 2022, respectively. Of the interest expense recognized, $1.3 million and $1.7 million during the three months ended September 30, 2023 and 2022, respectively, and $4.0 million and $5.0 million during the nine months ended September 30, 2023 and 2022, respectively, was related to amortization of issuance costs and the remainder was related to contractual interest incurred.

Convertible senior secured notes due 2028

In February 2023, we entered into purchase and exchange agreements with certain holders of the outstanding 2024 Notes. Under the terms of the agreements, we (a) exchanged $305.7 million aggregate principal amount of 2024 Notes for $275.3 million aggregate principal amount of Series A Notes and 14,219,859 shares of the Company’s common stock and (b) issued and sold $30.0 million aggregate principal amount of Series B Notes for cash.

In August 2023, we entered into an exchange agreement with a holder of outstanding 2024 Notes. Under the terms of the agreement, we exchanged $17.2 million aggregate principal amount of the 2024 Notes for $0.1 million aggregate principal amount of Series A Notes and 15,819,604 shares of the Company's common stock.

The Senior Secured 2028 Notes are our senior secured obligations and will mature on March 15, 2028, unless earlier converted, redeemed or repurchased. The Senior Secured 2028 Notes bear cash interest at a rate of 4.50% per year, payable quarterly in arrears on March 15, June 15, September 15 and December 15 of each year, beginning on June 15, 2023.

Based on the initial conversion price of $2.58, the Senior Secured 2028 Notes will be initially convertible into an aggregate of 118,316,667 shares of common stock, and after taking into account the maximum number of additional shares issuable in certain circumstances as described in the indenture, an aggregate of 141,979,975 shares of common stock.

At any time prior to the 60th day prior to the maturity date of the Senior Secured 2028 Notes, we have the option to redeem all or any portion of the principal amount of the Senior Secured 2028 Notes for cash equal to the

principal amount of the Senior Secured 2028 Notes to be redeemed. Upon redemption of any Senior Secured 2028 Notes, we will (i) issue warrants to purchase shares of common stock, unless the aggregate principal amount of Senior Secured 2028 Notes outstanding represents less than 10% of the aggregate principal amount of Senior Secured 2028 Notes initially issued and certain other conditions are satisfied, and (ii) make a make-whole payment as determined pursuant to the indenture governing the Senior Secured 2028 Notes, together with accrued and unpaid interest through the redemption date. In addition, in certain circumstances, we may be required to issue additional shares of common stock for any Senior Secured 2028 Notes converted in connection with a notice of optional redemption. The indenture governing the Senior Secured 2028 Notes also provides for the issuance of warrants to purchase shares of common stock in connection with the prepayment of the Senior Secured 2028 Notes upon acceleration of the Senior Secured 2028 Notes following the occurrence of an event of default under the indenture as a result of the failure by the Company to settle any conversion. Any warrants issued will cover the same number of shares of the common stock underlying and at an exercise price equal to the conversion price of the redeemed or prepaid Senior Secured 2028 Notes. The number of shares issuable upon conversion or exercise is subject to customary anti-dilution and other adjustments (as defined in the indenture governing the Senior Secured 2028 Notes).

The Senior Secured 2028 Notes will be convertible at any time prior to the maturity date at the option of the holders, subject to a beneficial ownership cap.

If we undergo a major transaction (as defined in the indenture), holders may require us to repurchase for cash all or part of their Senior Secured 2028 Notes at a purchase price equal to 100% of the principal amount of the Senior Secured 2028 Notes to be repurchased, plus (i) accrued and unpaid interest to, but excluding, the repurchase date and (ii) the make-whole amount as determined pursuant to the indenture governing the Senior Secured 2028 Notes. In addition, at the election of the holders of the Senior Secured 2028 Notes, we may be required to issue additional shares of common stock for any Senior Secured 2028 Notes converted in connection with a major transaction.

The Senior Secured 2028 Notes are guaranteed by our material subsidiaries and secured by (i) a security interest in substantially all of the assets of the Company and its domestic material subsidiaries and (ii) a pledge of the equity interests of the Company's direct and indirect subsidiaries, subject to certain customary exceptions. The indenture contains certain specified events of default, the occurrence of which would entitle the holders of the Senior Secured 2028 Notes to demand repayment of all outstanding principal and accrued interest on the Notes, together with a make-whole payment as determined pursuant to the indenture. The indenture also includes specific affirmative and restrictive covenants agreed to by the Company. In addition, the indenture also contains financial covenants that will require us to maintain revenue in the prior four quarters of not less than $250.0 million and, starting with the quarter ending March 31, 2025, a minimum liquidity of at least 15% of the amount of our secured indebtedness then outstanding. As of September 30, 2023, we are in compliance with all restrictive and financial covenants.

We elected the fair value option to account for the Senior Secured 2028 Notes, which requires the notes to be accounted for as a single liability initially measured at its issue-date estimated fair value and then subsequently remeasured at estimated fair value on a recurring basis as of each reporting date. We have elected not to present the interest expenses separate from the fair value changes of the Senior Secured 2028 Notes. Considering the terms of settlement noted above, we elected the fair value option for the Senior Secured 2028 Notes as we believe it best reflects the underlying economics and also for simplification and cost-benefit considerations of accounting such Senior Secured 2028 Notes at fair value versus bifurcation of the embedded derivatives.

The initial carrying amount of the Senior Secured 2028 Notes, measured at the estimated fair value on the date of issuance, was $301.1 million. As of September 30, 2023, the estimated fair value of the Senior Secured 2028 Notes was $196.2 million and was recorded as a long-term liability in the condensed consolidated balance sheets. Classification of the Senior Secured 2028 Notes as a long-term liability represents our intent and ability to settle the obligations by issuing shares. During the three and nine months ended September 30, 2023, the corresponding change in fair value of the Senior Secured 2028 Notes was a gain of $33.5 million and $72.4 million, respectively, which was included in other income (expense), net in the condensed consolidated statements of operations. During the three and nine months ended September 30, 2023, the change in fair value related to instrument-specific credit risk was $16.5 million and $25.4 million, respectively, which was included in the condensed consolidated statements of comprehensive loss.

In connection with the issuance of the Senior Secured 2028 Notes, we incurred approximately $19.9 million of debt issuance costs primarily related to legal and consulting fees paid to third parties, which were expensed as incurred during the three months ended March 31, 2023 and included in other income (expense), net in the condensed consolidated statements of operations.

The exchange of the 2024 Notes for the Senior Secured 2028 Notes was treated as an extinguishment of debt. During the three months ended March 31, 2023, we recognized a gain on extinguishment of $8.5 million representing the difference between the fair value of the Series A Notes immediately prior to the exchange plus the fair value of common shares issued and the carrying amount of the 2024 Notes, which was included in loss on extinguishment of debt, net in the condensed consolidated statements of operations.

During the three months ended September 30, 2023, in connection with the issuance of the additional Series A Notes, we incurred approximately $0.7 million of debt issuance costs primarily related to legal and consulting fees paid to third parties, which were expensed as incurred and were included in other income (expense), net in the condensed consolidated statements of operations.

The exchange of the 2024 Notes for the Series A Notes was treated as an extinguishment of debt. During the three months ended September 30, 2023, we recognized a gain on extinguishment of $0.2 million representing the difference between the fair value of the Series A Notes immediately prior to the exchange plus the fair value of common shares issued and the carrying amount of the 2024 Notes, which was included in gain (loss) on extinguishment of debt, net in the condensed consolidated statements of operations.

Other commitments

In the normal course of business, we enter into various purchase commitments primarily related to service agreements and laboratory supplies. At September 30, 2023, our total future payments under noncancelable unconditional purchase commitments having a remaining term of over one year were $16.2 million. As of September 30, 2023, the total remaining commitment due and expected to be fulfilled in 2023 including through the purchase of the sequencing consumables and equipment is $11.6 million. See Note 10, "Restructuring, impairment and other costs" for additional information.

Guarantees and indemnification

As permitted under Delaware law and in accordance with our bylaws, we indemnify our directors and officers for certain events or occurrences while the officer or director is or was serving in such capacity. The maximum amount of potential future indemnification is unlimited; however, we maintain director and officer liability insurance. This insurance allows the transfer of the risk associated with our exposure and may enable us to recover a portion of any future amounts paid. We believe the fair value of these indemnification agreements is minimal. Accordingly, we did not record any liabilities associated with these indemnification agreements at September 30, 2023 or December 31, 2022.

Contingencies

We are and may from time to time be involved in various legal proceedings and claims arising in the ordinary course of business. Legal proceedings, including litigation, government investigations and enforcement actions could result in material costs, occupy significant management resources and entail civil and criminal penalties, even if we ultimately prevail. If an investigation results in a proceeding against us, an adverse outcome could include us being required to pay treble damages, and incur attorneys’ fees, civil or criminal penalties and other adverse actions that could materially and adversely affect our business, financial condition and results of operations. While we believe any such claims are unsubstantiated, and we believe we are in compliance with applicable laws and regulations applicable to our business, the resolution of any such claims could be material.

We were not a party to any material legal proceedings at September 30, 2023, or at the date of this report except for matters listed below. We cannot currently predict the outcome of these actions.

Natera, Inc.

On January 27, 2020, Natera filed a lawsuit against ArcherDX (a subsidiary of Invitae effective October 2, 2020) in the United States District Court for the District of Delaware, alleging that ArcherDX’s products using Anchored Multiplex PCR ("AMP") chemistry, and the manufacture, use, sale, and offer for sale of such products, infringe U.S. Patent No. 10,538,814. On March 25, 2020, ArcherDX filed an answer denying Natera’s allegations and asserting certain affirmative defenses and counterclaims, including that U.S. Patent No. 10,538,814 is invalid and not infringed. On April 15, 2020, Natera filed an answer denying ArcherDX’s counterclaims and filed an amended complaint alleging that ArcherDX’s products using AMP chemistry, including STRATAFIDE, PCM, LiquidPlex, ArcherMET, FusionPlex, and VariantPlex, and the manufacture, use, sale, and offer for sale of such products, infringe U.S. Patent No. 10,538,814, U.S. Patent No. 10,557,172, U.S. Patent No. 10,590,482, and U.S. Patent No. 10,597,708, each of which is held by Natera. Natera seeks, among other things, damages and other

monetary relief, costs and attorneys’ fees, and an order enjoining ArcherDX from further infringement of such patents. On May 13, 2020, ArcherDX filed an answer to Natera’s amended complaint denying Natera’s allegations and asserting certain affirmative defenses and counterclaims, including that the asserted patents are invalid and not infringed. On June 3, 2020, Natera filed an answer denying ArcherDX’s counterclaims. On June 4, 2020, ArcherDX filed a motion seeking dismissal of Natera’s infringement claims against STRATAFIDE, PCM, and ArcherMET, and for a judgment that U.S. Patent No. 10,538,814, U.S. Patent No. 10,557,172, and U.S. Patent No. 10,590,482 are invalid. On August 6, 2020, Natera filed another complaint against ArcherDX in the United States District Court for the District of Delaware alleging that ArcherDX’s products using AMP chemistry, including STRATAFIDE, PCM, LiquidPlex, ArcherMET, and VariantPlex, and the manufacture, use, sale, and offer for sale of such products, infringe U.S. Patent No. 10,731,220. Natera seeks, among other things, damages and other monetary relief, costs and attorneys’ fees, and an order enjoining ArcherDX from further infringement of the patent. On October 13, 2020, the court issued an order denying ArcherDX's motion for dismissal of Natera’s infringement claims against STRATAFIDE, PCM, and ArcherMET, and declined to enter judgment that U.S. Patent No. 10,538,814, U.S. Patent No. 10,557,172, and U.S. Patent No. 10,590,482 are invalid. On January 12, 2021, the court issued an order granting Natera leave to amend its complaint to add Invitae as a co-defendant and plead allegations that ArcherDX and Invitae induce end-users to infringe the patents-in-suit. Natera filed its second amended complaint (“Second Amended Complaint”) on the same day, with service completed on January 15, 2021. ArcherDX and Invitae filed answers to the Second Amended Complaint on January 26, 2021 and February 5, 2021, respectively, denying Natera's allegations and restating certain affirmative defenses and counterclaims of non-infringement and invalidity. The litigations have now been consolidated for all purposes. A claim construction order was issued on June 28, 2021. On October 27, 2021, Natera filed its third amended complaint (“Third Amended Complaint”) to add a Certificate of Correction to U.S. Patent No. 10,590,482. On November 3, 2021, ArcherDX filed its answer and counterclaims to Natera's Third Amended Complaint, adding an inequitable conduct defense and declaratory judgment counterclaims. Discovery concluded in December 2021. On January 21, 2022, Natera, ArcherDX and Invitae moved for summary judgment, wherein Natera seeks a determination on certain legal and equitable defenses and ArcherDX and Invitae seek a determination of non-infringement and invalidity of the asserted patents. Those motions were denied by order dated February 6, 2023. Following a one-week jury trial, on May 15, 2023, a jury found the asserted claims of U.S. Patent Nos. 10,557,172, 10,731,220, and 10,597,708 valid and directly infringed, with no finding of indirect infringement by ArcherDX’s customers, and awarded damages totaling $19.4 million in lost profits and reasonable royalties. On June 15, 2023, Natera moved to permanently enjoin infringing sales of PCM in light of the jury verdict, which ArcherDX opposed on numerous grounds in its response filed on July 18, 2023; the motion remains pending. Following a bench trial on June 22, 2023, the court issued a ruling on September 5, 2023 that U.S. Patent Nos. 10,557,172 and 10,731,220 are not unenforceable under the doctrine of prosecution laches. Judgment was entered on September 19, 2023 and post-trial briefing is underway; the case is not yet ripe for appeal. We have accrued $19.4 million during the nine months ended September 30, 2023, associated with this matter, which is included in general and administrative expenses on the condensed consolidated statements of operations.

In addition, on October 6, 2020, Natera filed a complaint against Genosity in the United States District Court for the District of Delaware, alleging that Genosity's use of its AsTra products, and the manufacture, use, sale, and offer for sale of such products, infringes U.S. Patent No. 10,731,220. Natera's complaint further alleges that Genosity's accused products use ArcherDX's ctDNA and region-specific primers. Genosity filed an answer to the complaint on February 15, 2021, denying Natera's allegations and setting forth affirmative defenses and counterclaims of non-infringement, invalidity and unenforceability due to inequitable conduct. On March 8, 2021, Natera filed a motion to dismiss and strike certain affirmative defenses and counterclaims brought by Genosity relating to inequitable conduct. The court denied that motion on March 14, 2022. The court granted an order granting the parties' stipulated request to stay the case on April 1, 2022.

QIAGEN Sciences

On July 10, 2018, ArcherDX and the General Hospital Corporation d/b/a Massachusetts General Hospital, which we refer to as MGH, filed a lawsuit in the United States District Court for the District of Delaware against QIAGEN Sciences, LLC, QIAGEN LLC, QIAGEN Beverly, Inc., QIAGEN Gaithersburg, Inc., QIAGEN GmbH and QIAGEN N.V., which is collectively referred to herein as QIAGEN, and a named QIAGEN executive who was a former member of ArcherDX’s board of directors, alleging several causes of action, including infringement of the ’810 Patent, trade secret misappropriation, breach of fiduciary duty, false advertising, tortious interference and deceptive trade practices. The ’810 Patent relates to methods for preparing a nucleic acid for sequencing and aspects of ArcherDX’s AMP technology. On October 30, 2019, with the permission of the Court, ArcherDX amended ArcherDX’s complaint to add a claim for infringement of the ’597 Patent. The ’597 Patent relates to methods of preparing and analyzing nucleic acids, such as by enriching target sequences prior to sequencing, and aspects of

ArcherDX’s AMP technology. The QIAGEN products that ArcherDX alleges infringe the ’810 Patent and the ’597 Patent include, but are not limited to, QIAseq Targeted DNA Panels, QIAseq Targeted RNAscan Panels, QIAseq Index Kits and QIAseq Immune Repertoire RNA Library Kits. ArcherDX is seeking, among other things, damages for ArcherDX’s lost profits due to QIAGEN’s infringement and a permanent injunction enjoining QIAGEN from marketing and selling the infringing products and from using ArcherDX’s trade secrets. On December 5, 2019, QIAGEN and the named QIAGEN executive submitted their answer denying the allegations in ArcherDX’s complaint and asserting affirmative defenses that, among other things, the ’810 Patent and ’597 Patent are not infringed by QIAGEN’s products, that both patents are invalid, and that the complaint fails to state any claim for which relief may be granted. On March 1, 2021, each of ArcherDX and QIAGEN moved for summary judgment on issues relating to infringement and validity of ArcherDX's patents, breach of fiduciary duty and trade secret misappropriation. On June 18, 2021, ArcherDX informed the court that it would not assert the following claims to streamline the issues for trial: trade secret misappropriation, false advertising, deceptive trade practices, and tortious interference. The court denied QIAGEN's motion for summary judgment on trade secret misappropriation as moot on June 21, 2021, denied QIAGEN's motion for summary judgment on breach of fiduciary duty on July 26, 2021, and granted QIAGEN's motion for summary judgment of no literal infringement of the '810 Patent on August 21, 2021. Trial proceeded on August 23 through August 27, 2021, resulting in a unanimous jury verdict, which found that: (i) all asserted claims of the '810 and '597 Patents are valid, (ii) QIAGEN willfully infringed the asserted claims of the '810 patent (under the doctrine of equivalents) and the '597 patent (literal infringement), and (iii) ArcherDX and MGH are entitled to recover approximately $4.7 million in damages. On September 30, 2022, the court issued an order denying QIAGEN's post-trial motion for a new trial or altered verdict, granting ArcherDX's post-trial motion for ongoing royalty at a rate of 7% along with supplemental damages and interest, and denying ArcherDX's motion for an injunction with leave to renew after an evidentiary hearing. On August 2, 2023, the court denied ArcherDX’s request to modify the scope of its proposed permanent injunction. The court entered final judgment on August 8, 2023. QIAGEN and ArcherDX filed Notices of Appeal on August 28, 2023 and August 29, 2023, respectively. The appellate matter has been docketed before the United States District Court for the Federal Circuit as Case No. 23-2350.

Tecan Genomics

On October 6, 2023, Tecan Genomics, Inc. ("TG") filed a lawsuit against Invitae and ArcherDX, along with Integrated DNA Technologies, Inc. ("IDT"), in the United States District Court for the District of Delaware. TG alleges that Invitae's products using AMP chemistry (including Invitae PCM, along with FusionPlex, VariantPlex, and LiquidPlex kits now sold by IDT) infringe five patents. TG seeks, among other things, damages and other monetary relief, costs and attorneys' fees, and an order enjoining Invitae from further infringing the asserted patents. The complaint was served on Invitae on October 10, 2023. A response to the complaint is due on December 15, 2023.

8. Stockholders' equity

Shares outstanding

Shares of common stock were as follows (in thousands):


	Three Months Ended September 30,		Nine Months Ended September 30,
	2023	2022	2023	2022





Common stock:
Shares outstanding, beginning of period	266,762	234,767	245,562	228,116
Common stock issued in connection with the convertible senior notes exchange	15,820	—	30,040	—
Common stock issued in connection with public offering	50	2,429	50	2,429
Common stock issued on exercise of stock options, net	—	17	2	150
Common stock issued pursuant to vesting of RSUs	3,408	4,645	8,374	9,401

Common stock issued pursuant to employee stock purchase plan	—	—	1,835	1,535
Common stock issued pursuant to acquisitions	453	972	630	1,199



Shares outstanding, end of period	286,493	242,830	286,493	242,830

Common Stock

As of September 30, 2023 and December 31 2022, we had 600 million shares of common stock authorized with a par value of $0.0001.

Convertible preferred stock

In August 2017, in a private placement to certain accredited investors, we issued shares of our Series A convertible preferred stock which are convertible into common stock on a one-for-one basis, subject to adjustment for events such as stock splits, combinations and the like. The Series A convertible preferred stock is a non-voting common stock equivalent with a par value of $0.0001 and has the right to receive dividends first or simultaneously with payment of dividends on common stock. In the event of any liquidation or dissolution of the Company, the Series A preferred stock is entitled to receive $0.001 per share prior to the payment of any amount to any holders of capital stock ranking junior to the Series A preferred stock and thereafter shall participate pari passu with the holders of our common stock (on an as-if-converted-to-common-stock basis). As of September 30, 2023 and December 31, 2022, we had 20 million shares of preferred stock authorized, of which 3,458,823 shares were designated as Series A convertible preferred stock. As of September 30, 2023 and December 31, 2022, there were no shares of preferred stock or Series A convertible preferred stock outstanding.

Sales Agreement

In May 2021, we entered into a sales agreement (the "2021 Sales Agreement") with Cowen and Company, LLC (“Cowen”) under which we may offer and sell from time to time at our sole discretion shares of our common stock through Cowen as our sales agent, in an aggregate amount not to exceed $400.0 million. Per the terms of the agreement, Cowen will receive a commission of up to 3% of the gross proceeds of the sales price of all shares sold through it as sales agent under the 2021 Sales Agreement.

During the three and nine months ended September 30, 2023, we sold 50,400 shares of common stock under the 2021 Sales Agreement at a price of $1.10 per share, for gross proceeds of $0.1 million and gross fees of $0.1 million. During the three and nine months ended September 30, 2022, we sold 2.4 million shares of common stock under the 2021 Sales Agreement at a weighted average price of $3.99 per share, for gross proceeds of $10.0 million and net proceeds of $9.7 million.

Senior Secured 2028 Notes

In connection with the issuance of the Senior Secured 2028 Notes on March 7, 2023, we and Deerfield Partners, L.P. (the "selling stockholder"), also entered into a registration rights agreement ("Registration Rights Agreement"). Pursuant to the Registration Rights Agreement, on March 17, 2023, we filed a registration statement to register 111,627,888 shares of common stock issuable upon conversion of the Series B Notes or exercise of the warrants ("Registrable Securities") issuable in connection with certain prepayments of the Series B Notes or Series A Notes, which registration statement was declared effective on April 21, 2023. The selling stockholder may from time to time offer and sell any or all of such issued shares of common stock. We will not receive any proceeds from the sale of shares of our common stock by the selling stockholder. We will receive the proceeds from any exercise of the warrants on a cash basis.

Additionally, under the terms of the purchase and exchange agreements, we exchanged $305.7 million aggregate principal amount of 2024 Notes for $275.3 million aggregate principal amount of Series A Notes and 14,219,859 shares of the Company’s common stock, and we issued and sold $30.0 million aggregate principal amount of Series B Notes for cash. See Note 7, "Commitments and contingencies" under the heading "Convertible senior notes—Convertible senior secured notes due 2028" for additional information.

9. Stock incentive plans

Stock incentive plans

In 2010, we adopted the 2010 Incentive Plan (the “2010 Plan”). The 2010 Plan provides for the granting of stock-based awards to employees, directors and consultants under terms and provisions established by our board of directors. Under the terms of the 2010 Plan, options may be granted at an exercise price not less than the fair market value of our common stock. For employees holding more than 10% of the voting rights of all classes of

stock, the exercise prices for incentive and nonstatutory stock options must be at least 110% of fair market value of our common stock on the grant date, as determined by our board of directors. The terms of options granted under the 2010 Plan may not exceed ten years.

In January 2015, we adopted the 2015 Stock Incentive Plan (the “2015 Plan”), which became effective upon the closing of our initial public offering. Shares outstanding under the 2010 Plan were transferred to the 2015 Plan upon effectiveness of the 2015 Plan. The 2015 Plan provides for automatic annual increases in shares available for grant, beginning on January 1, 2016 through January 1, 2025. In addition, shares subject to awards under the 2010 Plan that are forfeited or terminated will be added to the 2015 Plan. The 2015 Plan provides for the grant of incentive stock options, nonstatutory stock options, restricted stock awards, stock units, stock appreciation rights and other forms of equity compensation, all of which may be granted to employees, including officers, non-employee directors and consultants. Additionally, the 2015 Plan provides for the grant of cash-based awards.

Options granted generally vest over a period of four years. Typically, the vesting schedule for options granted to newly hired employees provides that 1/4 of the award vests upon the first anniversary of the employee’s date of hire, with the remainder of the award vesting monthly thereafter at a rate of 1/48 of the total shares subject to the option. All other options typically vest in equal monthly installments over the four-year vesting schedule. Upon the acquisition of ArcherDX in October 2020, any option that was outstanding was converted into a fully vested option to purchase a share of our common stock, which resulted in the issuance of options to purchase 3.7 million shares of our common stock.

Restricted stock units ("RSUs") generally vest ratably in quarterly installments over a period of two years, with certain awards that include a portion that vests immediately upon grant. The vesting schedule for grants to the executive team and periods prior to 2022 generally vest ratably in annual installments over a period of three years, commencing on the first anniversary of the grant date. We have also granted certain awards in connection with our management incentive plan that vest over a period of two years. Performance-based restricted stock units ("PRSUs") vest upon the achievement of certain performance conditions subject to the employees' continued service relationship with us.

In April 2021, we granted RSUs in connection with the acquisition of Genosity Inc. ("Genosity") having a value of up to $5.0 million to certain continuing employees. We recognized stock-based compensation expense of $0.4 million during each of the three months ended September 30, 2023 and 2022, respectively, and $1.2 million and $1.3 million during the nine months ended September 30, 2023 and 2022, respectively, which was primarily included in research and development expense in our condensed consolidated statements of operations. In September 2021, we granted RSUs in connection with the acquisition of the Ciitizen Corporation ("Ciitizen") having a value of up to $246.9 million to certain continuing employees. We recognized stock-based compensation expense of $15.8 million and $22.2 million during the three months ended September 30, 2023 and 2022, respectively, and $46.7 million and $72.2 million during the nine months ended September 30, 2023 and 2022, respectively, which was primarily included in research and development expense in our condensed consolidated statements of operations.

Activity under the 2010 Plan and the 2015 Plan is set forth below (in thousands, except per share data and years):


	Shares Available For Grant	Stock Options Outstanding	Weighted-Average Exercise Price Per Share		Weighted-Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value
Balances at December 31, 2022	12,625	2,541	$	8.49	6.6	$	16
Additional shares reserved	9,822	—
Options granted	(325)	325	1.46
Options cancelled	381	(381)	9.25
Options exercised	—	(2)	0.86
RSUs and PRSUs granted	(17,448)	—
RSUs and PRSUs cancelled	2,835	—
Balances at September 30, 2023	7,890	2,483	$	7.46	6.7	$	—
Options exercisable at September 30, 2023		1,498	$	9.78	5.2	$	—
Options vested and expected to vest at September 30, 2023		2,335	$	7.76	6.5	$	—

The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying stock options and the fair value of our common stock for stock options that were in-the-money.

The following table summarizes RSU, including PRSU, activity (in thousands, except per share data):


	Number of Shares	Weighted- Average Grant Date Fair Value Per Share
Balance at December 31, 2022	11,895	$	11.70
RSUs granted	17,448	$	1.12


RSUs vested	(8,374)	$	13.81
RSUs cancelled	(2,835)	$	7.02
Balance at September 30, 2023	18,134	$	1.28

Stock-based compensation

The following table summarizes stock-based compensation expense included in the condensed consolidated statements of operations (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Cost of revenue	$	755	$	1,203	$	2,791	$	5,702
Research and development	19,081		24,301		58,800		94,661
Selling and marketing	1,354		2,625		6,245		10,498
General and administrative	4,755		7,477		17,661		28,646
Restructuring, impairment and other costs	52		24,807		57		24,807
Total stock-based compensation expense	$	25,997	$	60,413	$	85,554	$	164,314

Stock-based compensation expense included in restructuring expense was primarily related to the accelerated vesting of RSUs held by certain employees whose employment was terminated as part of the strategic realignment. Additionally, certain employees were granted retention-related RSUs in August 2022 as part of the strategic realignment, which vest on the first anniversary of the grant date. During the three months ended June 30, 2023, two employees that were granted retention-related RSUs exited the Company, which resulted in the reversal of the related stock-based compensation expense.

10. Restructuring, impairment and other costs

The following table summarizes the expenses recognized in restructuring, impairment and other costs in our condensed consolidated statements of operations (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Employee severance and benefits	$	1,022	$	57,903	$	2,285	$	57,903
Impairments and losses on disposals of long-lived assets, net	881,165		55,500		1,012,360		60,317
Other restructuring costs	(4,898)		11,819		(3,802)		11,819
Total restructuring, impairment and other costs	$	877,289	$	125,222	$	1,010,843	$	130,039

In July 2022, we initiated a strategic realignment of our operations to reduce operating costs. The strategic realignment is complete and includes a reduction in workforce, lab and office space consolidation, elimination of business activities and services, decrease in other operating expenses, as well as a reduced international footprint. Under this strategic realignment, we reduced our workforce by approximately 1,000 employees with a majority of these employees separating from the Company by September 30, 2022 and the remaining affected employees transitioned over the last 12 months. Employees who were impacted by the restructuring were eligible to receive severance benefits contingent upon an impacted employee’s execution (and non-revocation, where applicable) of a separation agreement, which included a general release of claims against us.

Employee severance and benefits are comprised of severance, other termination benefit costs, and stock-based compensation expense for the acceleration of RSUs related to workforce reductions. See Note 9, "Stock incentive plans" for additional information about the accelerated vesting of RSUs.

Impairments and losses on disposals of long-lived assets, net include the write-off of the remaining carrying value of developed technology intangible assets, the write-off of a tradename intangible asset, right-of-use assets, and losses on disposals of leasehold improvements associated with the exit of certain lab and office space and the related property and equipment. See Note 4, "Intangible assets, net" for additional information about the write-off of developed technology and tradename intangible assets. See Note 7, "Commitments and contingencies" under the heading "Leases" for additional information about right-of-use asset impairments. See Note 5, "Balance sheet components" for additional information about net losses on disposal of property and equipment.

Other restructuring costs include professional fees in relation to restructuring activities and contract exit costs including our decision to cease the use or exploration of strategic alternatives for our developed technologies. During each of the three and nine months ended September 30, 2023, we recognized a gain of $5.5 million on extinguishment of a contractual liability as a result of a settlement agreement. The loss associated with the contractual liability was also previously recorded in ‘Other restructuring costs’. See Note 4, "Intangible assets, net" for additional information.

The following table summarizes the changes in liabilities associated with our strategic realignment initiatives, including restructuring, impairment and other costs incurred and cash payments (in thousands):



	Employee severance and benefits		Other restructuring costs		Total
Beginning balance	$	—	$	—	$	—
Accruals	35,237		7,405		42,642
Payments	(32,974)		(5,464)		(38,438)
Balance at December 31, 2022	2,263		1,941		4,204
Accruals	2,228		1,866		4,094

Payments	(3,316)		(3,010)		(6,326)
Balance at September 30, 2023	$	1,175	$	797	$	1,972

The restructuring liabilities are included in accrued liabilities in the condensed consolidated balance sheets. We expect that substantially all of the remaining accrued restructuring liabilities will be paid in cash in 2023. The charges recognized in the roll forward of our accrued restructuring liabilities do not include items charged directly to expense for asset impairments and losses on disposals of long-lived assets, accelerated vesting of RSUs, and other periodic exit costs, as those items are not reflected in our restructuring liabilities in our condensed consolidated balance sheets.

11. Income taxes

We recorded income tax benefit of $6.2 million and $1.1 million during the three months ended September 30, 2023 and 2022, respectively, and $8.1 million and $39.6 million during the nine months ended September 30, 2023 and 2022, respectively, which was included in income tax benefit in the condensed consolidated statements of operations. The income tax benefit for the three months ended September 30, 2023 is primarily related to impairment of foreign acquired intangibles and the associated deferred tax liability which was not previously netted against deferred tax assets in the Company's presentation. The income tax benefit for the nine months ended September 30, 2023 is primarily related to a $6.5 million income tax benefit related to amortization and the impairment of foreign acquired intangibles and a $1.6 million release of federal valuation allowances as a result of the impact on our deferred taxes related to Internal Revenue Code Section 174 research and experimental

expense capitalization and right-of-use asset impairments, which enabled the associated deferred tax liability to serve as a source of income to support the realization of existing deferred tax assets for which a valuation allowance had previously been established.

As of September 30, 2023, we maintained $59.3 million of unrecognized tax benefits, of which $0.2 million, if recognized, would affect the Company’s effective tax rate. The remainder has been recorded as a reduction to the Company’s deferred tax assets and, if recognized, would not have an impact on the effective tax rate due to existing valuation allowance against such deferred tax assets. It is possible that the Company’s unrecognized tax benefits could change within the next twelve months due to activities of tax authorities, including possible settlement of audits, should any arise, or through normal expiration of statutes of limitations.

The Company’s policy is to include penalties and interest expense related to income taxes as a component of tax expense. As of September 30, 2023, there were no accrued interest and penalties related to the unrecognized tax benefits.

Effective for tax years beginning on or after January 1, 2022, pursuant to the Tax Cuts and Jobs Act of 2017, companies are required to capitalize and amortize Internal Revenue Code Section 174 research and experimental expenses paid or incurred over five years for research and development performed in the United States and 15 years for research and development performed outside of the United States. As a result of the Internal Revenue Code Section 174 research and experimental expense capitalization, the Company recognized a deferred tax asset for the future tax benefit of the amortization deductions with offsetting increase in the valuation allowance on deferred tax assets.

The Inflation Reduction Act of 2022 ("IRA") was signed into law on August 16, 2022. The bill was meant to address the high inflation rate in the U.S. through various climate, energy, healthcare and other incentives. These incentives are meant to be paid for by the tax provisions included in the IRA, such as a new 15 percent corporate minimum tax, a 1 percent new excise tax on stock buybacks, additional IRS funding to improve taxpayer compliance and others. At this time, none of the IRA tax provisions are expected to have a material impact to the Company's tax provision. The Company will continue to monitor for updates to the Company's business along with guidance issued with respect to the IRA to determine whether any adjustments are needed to the Company's tax provision in future periods.

12. Net loss per share

The following table presents the calculation of basic and diluted net loss per share (in thousands, except per share data):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022


Net loss	$	(942,107)	$	(301,156)	$	(1,340,801)	$	(3,006,476)










Shares used in computing net loss per share, basic and diluted	275,604		237,974		263,210		232,889









Net loss per share, basic and diluted	$	(3.42)	$	(1.27)	$	(5.09)	$	(12.91)

Common stock issuable in connection with our Convertible Senior Notes and the Senior Secured 2028 Notes participate in any dividends that may be declared by the Company and are therefore considered to be participating securities. The net losses were attributable entirely to common stockholders since the participating securities did not have a contractual obligation to share in the Company’s losses.

The following common stock equivalents have been excluded from diluted net loss per share because their inclusion would be anti-dilutive (in thousands):


	Three Months Ended September 30,		Nine Months Ended September 30,
	2023	2022	2023	2022
Shares of common stock subject to outstanding options	2,503	3,621	2,456	3,174

Shares of common stock subject to outstanding RSUs and PRSUs	16,637	18,660	15,749	18,587
Shares of common stock pursuant to ESPP	3,436	1,600	3,580	2,292

Shares of common stock subject to convertible senior notes conversion	27,543	38,403	27,543	38,403
Shares of common stock subject to convertible senior secured notes conversion	118,334	—	90,163	—
Total shares of common stock equivalents	168,453	62,284	139,491	62,456

13. Geographic information

Revenue by country is determined based on the billing address of the customer and is summarized as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
United States	$	113,723	$	117,316	$	337,457	$	345,721
Canada	1,886		2,099		6,276		6,567
United Kingdom	1,401		3,004		3,235		7,872
Rest of world	4,231		11,117		12,161		33,689
Total revenue	$	121,241	$	133,536	$	359,129	$	393,849

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion of our financial condition and results of operations should be read in conjunction with our condensed consolidated financial statements and the related notes and other financial information included in Part I, Item 1. of this Form 10-Q, and together with our audited consolidated financial statements and the related notes and other information included in our Annual Report on Form 10-K for the year ended December 31, 2022. Historic results are not necessarily indicative of future results.

This report contains forward‑looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements in this report other than statements of historical fact, including statements identified by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect” and similar expressions, are forward‑looking statements. Forward‑looking statements include, but are not limited to, statements about:

•our views regarding the future of genetic testing and its role in mainstream medical practice;

•our mission and strategy for our business, products and technology;

•our ability to continue as a going concern;

•our ability to improve our capital position, including the various options we are exploring;

•our ability to regain compliance with the minimum share price continued listing standard of the New York Stock Exchange (the “NYSE”) within the applicable cure period;

•the implementation of our business model and the scope and success of our strategic realignment efforts;

•the expected costs and benefits of our strategic realignment;

•the expected benefits from and our ability to integrate our acquisitions;

•our ability to obtain regulatory approvals for our tests;

•the rate and degree of market acceptance of our tests and genetic testing generally;

•our ability to scale our infrastructure and operations in a cost‑effective manner;

•our expectations regarding our platform and future offerings;

•the timing and results of studies with respect to our tests;

•developments and projections relating to our competitors and our industry;

•our competitive strengths;

•the degree to which individuals will share genetic information generally, as well as share any related potential economic opportunities with us;

•our commercial plans;

•our ability to obtain and maintain adequate reimbursement for our tests;

•regulatory, political and other developments in the United States and foreign countries;

•our ability to attract and retain key scientific, sales, engineering or management personnel;

•our expectations regarding our ability to obtain and maintain intellectual property protection and not infringe on the rights of others;

•the effects of litigation or investigations on our business;

•our ability to obtain funding for our operations and to service and repay our debt;

•our future financial performance;

•our beliefs regarding our future growth and the drivers of such growth;

•our expectations regarding environmental, social and governance matters;

•the impact of accounting pronouncements and our critical accounting policies, judgments, estimates and assumptions on our financial results;

•our expectations regarding our future revenue, cost of revenue, operating expenses and capital expenditures, and our future capital requirements and access to capital;

•the impact of macroeconomic conditions, including inflation and recession, on our business; and

•the impact of tax laws on our business.

Forward‑looking statements are subject to a number of risks and uncertainties that could cause actual results to differ materially from those expected. These risks and uncertainties include, but are not limited to, those

risks discussed in Part II, Item 1A. "Risk Factors" in this Quarterly Report on Form 10-Q. Although we believe that the expectations and assumptions reflected in the forward‑looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Any forward‑looking statements in this report speak only as of the date of this report. We expressly disclaim any obligation or undertaking to update any forward‑looking statements.

In this report, all references to “Invitae,” “we,” “us,” “our,” or “the Company” mean Invitae Corporation.

Invitae and the Invitae logo are trademarks of Invitae Corporation. We also refer to trademarks of other companies and organizations in this report.

Summary of risk factors

Our business is subject to numerous risks and uncertainties that could affect our ability to successfully implement our business strategy and affect our financial results. You should carefully consider all of the information in this Quarterly Report and, in particular, the following principal risks and all of the other specific factors described in Part II, Item 1A. "Risk Factors" in this Quarterly Report on Form 10-Q before deciding whether to invest in our company.

•We have had a history of operating losses that have impacted our overall cash flows and we have identified conditions and events that raise substantial doubt about our ability to continue as a going concern. We will need to adjust our operating expenditures to be commensurate with our expected levels of revenue and raise additional capital to finance operations. Our inability to raise additional capital on acceptable terms in the future may limit our ability to maintain an adequate amount of available liquidity and execute our current operating plan.

•We have a large amount of debt. Servicing our debt requires a significant amount of cash, we may not have sufficient cash flow from our business to repay the principal or service our debt, and we may need to refinance all or a significant portion of our debt, and our business, financial condition and results of operations may be materially and adversely affected.

•We expect to continue incurring significant losses, and we may not successfully execute our plan to achieve or sustain profitability.

•Our strategic realignment and the associated headcount reduction have significantly changed our business, resulted in significant expense, may not result in anticipated savings, and has and will continue to disrupt our business.

•We rely on highly skilled personnel in a broad array of disciplines and, if we are unable to hire, retain or motivate these individuals, or maintain our corporate culture, we may not be able to maintain the quality of our services or grow effectively.

•If third-party payers, including managed care organizations, private health insurers and government health plans, do not provide adequate reimbursement for our tests or we are unable to comply with their requirements for reimbursement, our commercial success could be negatively affected.

•We need to scale our infrastructure in advance of demand for our tests and other services, and our failure to generate sufficient demand for our tests and other services would have a negative impact on our business and our ability to attain profitability.

•The global macroeconomic environment could negatively impact our business, our financial position and our results of operations.

•We face intense competition, which is likely to intensify further as existing competitors devote additional resources to, and new participants enter, the markets in which we operate. If we cannot compete successfully, we may be unable to increase our revenue or achieve and sustain profitability.

•Security breaches, privacy issues, loss of data and other incidents could compromise sensitive or personal information related to our business or prevent us from accessing critical information and expose us to liability, which could adversely affect our business and our reputation.

•If we are not able to continue to generate substantial demand for our tests, our commercial success will be negatively affected.

•Our success will depend on our ability to use rapidly changing genetic data to interpret test results accurately and consistently, and our failure to do so would have an adverse effect on our operating results and business, harm our reputation and could result in substantial liabilities that exceed our resources.

•Impairment in the value of our intangible assets has and may in the future have a material adverse effect on our operating results and financial condition.

•If the FDA regulates the tests we currently offer as LDTs as medical devices, we could incur substantial costs and our business, financial condition and results of operations could be adversely affected.

•A jury found that our Anchored Multiplex PCR, or AMP, chemistry and products using AMP infringe the intellectual property of one of our competitors, and we may be required to redesign the technology, obtain a license, cease using the AMP chemistry altogether and/or pay significant damages, among other consequences, any of which would have a material adverse effect on our business as well as our financial condition and results of operations.

•If we do not regain compliance with NYSE's listing standards pertaining to a minimum average price per share, NYSE may delist our common stock, which could result in adverse consequences to our company and our common stock's liquidity, and potential events of default under certain of our debt agreements.

Mission and strategy

Invitae’s mission is to bring comprehensive genetic information into mainstream medical practice to improve the quality of healthcare for billions of people.

We were founded on four core principles:

•Patients should own and control their own genetic information;

•Healthcare professionals are fundamental in ordering and interpreting genetic information;

•Driving down the price of genetic information will increase its clinical and personal utility; and

•Genetic information is more valuable when shared.

Our strategy for long-term, profitable growth centers on seven key drivers of our business, which we believe work in conjunction to create a flywheel effect extending our leadership position in the new market we are building:

Those key drivers include:

•Customer experience: We see customer experience for patients, providers, and partners as integral to our long-term growth strategy and as an under-utilized catalyst to move genetics into mainstream

medicine. Our view is that providing great service and enabling "ease-of-use", such as efficient ordering, comprehensive choices, and reliable turnaround time, are especially important for physicians.

•Adoption: As we improve customer experience, we expect more physicians would be open and more willing to increase genetic information in their practice. This is particularly true in fostering adoption among non-genetic experts, who are often the first contact for patients in a health journey. This work will be in parallel with our efforts in producing research supporting guideline expansion and broader advocacy for the benefits of genetic testing.

•Attract partners: As we continue to gain adoption and expand our reach, our value proposition to potential partners should increase. These include patient advocacy groups, biopharma partners that utilize our data, testing, network, and services, as well as health systems that intend to implement comprehensive precision medicine.

•Insights and solutions: In parallel with bringing new tools and products to the market, our capability to combine phenotypic and genotypic data, through both our genetic testing and third-party patient data, we believe produces a rich dataset that is highly attractive to biopharma partners, patient advocacy groups and more. We believe our services allow our strategic partners to be more precise and move faster with their efforts, such as identifying and recruiting patients, enabling Investigational New Drug (IND) filings, structuring clinical trials, and eventually bringing new therapies to market.

•Lower cost and higher reimbursement: As our network continues to scale, we expect to lower our costs and increase our margin, while continuing our pursuit of affordable prices to drive accessibility of genetic information. Our ability to sustainably provide affordable pricing is also expected to be balanced by our success in improving reimbursements and cash collection. Through the generation of scientific evidence and proactive engagement with stakeholders, we intend to pursue better payment and additional coverage.

•Affordability and accessibility: As we progress, we anticipate having more flexibility in our pricing strategy, aiming at more affordability and accessibility of our products for more patients.

•More patients served: All of these efforts should compound upon each other, expanding our reach and increasing the value of each offering, ultimately serving more patients.

Ultimately, we anticipate more solutions to further improve customer experiences, which in turn feed more answers for patients, foster greater adoption, and bring on more partners to create a flywheel effect.

Business overview

We are focused on making comprehensive, high-quality medical genetic testing information more accessible and instrumental to the healthcare ecosystem and stakeholders, including patients, healthcare providers, payers, biopharma partners, patient advocacy groups and more. We offer genetic testing across multiple clinical areas, including hereditary cancer, precision oncology, women’s health, and rare diseases. Medical genetics is central to health outcomes and we are working to bring it to the mainstream by enhancing the customer experience, lowering costs, removing barriers to adoption, and expanding insights and solutions. Ultimately, we expect the utility of the accumulated data will compound, enabling improved individual and population health and advancing the benefits of molecular medicine around the globe.

For the years ended December 31, 2022, 2021 and 2020, our revenue was $516.3 million, $460.4 million, and $279.6 million, respectively, and we incurred net losses of $3.1 billion, $379.0 million, and $602.2 million, respectively. For the nine months ended September 30, 2023 and 2022, our revenue was $359.1 million and $393.8 million, respectively, and we recognized net losses of $1.3 billion and $3.0 billion, respectively. At September 30, 2023, our accumulated deficit was $6.2 billion.

In 2022, 2021 and 2020, we generated 1,290,000, 1,169,000 and 659,000 billable units, respectively. In the nine months ended September 30, 2023, we generated 771,000 billable units compared to 990,000 billable units in the same period in 2022. We calculate volume using billable units, which are billable events that include individual test reports released and individual reactions shipped related to our precision oncology products. We refer to the set of reagents needed to perform a next generation sequencing ("NGS") test for our research use only ("RUO") product as a "reaction." As part of the strategic realignment, we discontinued the sale of and sublicensed to others our distributed precision oncology products, which includes our RUO kit and in vitro diagnostic ("IVD") product offerings. Approximately 35% of the billable volume generated in the first nine months of 2023 were billable to patients and institutional customers (e.g., hospitals, clinics, medical centers, biopharmaceutical partners), and the remainder were billable to government and private insurance payers. Many of the gene tests on our assays are

reimbursable by health insurance companies. In some cases, we may have difficulty obtaining timely reimbursement with health insurance companies due to the enhanced data and records required to obtain those reimbursements. Additionally, when we do not have reimbursement policies or contracts with private insurers, or at times due to other situations, our claims for reimbursement may be denied upon submission, and we must appeal the claims. The appeals process is time consuming and expensive, and may not result in payment. Even if we are successful in achieving reimbursement, we may be paid at lower rates than if we were under contract with the third-party payer. When there is not a contracted rate for reimbursement, there is typically a greater payment requirement from the patient that may result in further delay in payment for these tests.

We believe that the keys to long-term profitable growth are:

•Consistently improve the client experience: efficient ordering; comprehensive choices; reliable turnaround time; easy-to-use;

•Lower costs and higher reimbursement: align our cost structure with our streamlined product portfolio and implement operational discipline; reduce the costs associated with performing our genetic tests; achieve broad reimbursement coverage for our tests from third-party payers and increase the amount we receive from other types of payers; focus our efforts on testing categories that are more regularly reimbursed to avoid the process of appeals and slow or non-existing payment;

•Advance insights and solutions: optimize the amount of genetic content we offer and is used by providers across the range of healthcare platforms; deliver actionable insights through digital health solutions; develop our data services;

•Improve affordability and accessibility and serve more patients: provide affordable pricing for genetic analysis and interpretation; partner to reach underserved populations; expand call points;

•Drive adoption: increase physician and patient utilization of our platform for ordering and delivery of results; and

•Attract new partners: increasing the number of strategic partners working with us to add value for all our customer segments.

Strategic realignment

On July 18, 2022, we initiated a strategic realignment of our operations and began implementing cost reduction programs. We have realigned our focus on the portfolio of businesses that we believe can generate margins and deliver returns to fuel future investment. In the testing business, we have shifted operational and commercial efforts to accelerate positive cash flow by maintaining robust support of the higher-margin, higher-growth testing opportunities among hereditary cancer, precision oncology, women's health, and rare disease. We plan to continue our expansion and integration of key digital health-based technologies and services in order to create a differentiated model in genetic health. We remain committed to our data platform, and believe that our data products can provide genetic insights to many different partners and collaborators.

The strategic realignment included a reduction in workforce of approximately 1,000 positions, lab and office space consolidation, elimination of business activities and services, decrease in other operating expenses, as well as a reduced international footprint. Other than additional minor costs, the strategic realignment was completed in September 2023 and costs incurred were less than $170 million for associated employee severance and benefits, asset impairments and losses on disposals of long-lived assets, and other restructuring costs related to the realignment. This excludes the impact of decisions undertaken in 2023 related to certain of the Company's long-lived assets including developed technologies. The estimate of total cost incurred excludes the $47.4 million gain on the sale of the RUO kit assets recognized during the three months ended December 31, 2022. We have annualized cash savings in excess of $326 million that was realized in 2023. We expect to continue to incur operating losses for the near term as we seek to realize the additional expected benefits of the strategic realignment. If we are unable to achieve these objectives and successfully grow revenue and manage our costs, we may not be able to achieve positive operating cash flow in the near term or at all.

Russia and Ukraine Conflict

During the first quarter of 2022, Russia commenced a military invasion of Ukraine, and the ensuing conflict has created disruption in the region and around the world. We have suspended operations in Russia, which has not had and is not expected to have a material impact on our operating results. We serve customers globally across a broad geographic base. Neither Russia nor Ukraine has comprised or is expected to comprise a material portion of our total revenue, net loss, or net assets. We continue to closely monitor the ongoing conflict and related sanctions,

which could impact our financial results in the future. Other impacts due to this evolving situation are currently unknown and could potentially subject our business to adverse consequences should the situation escalate beyond its current scope. See Part II, Item 1A. "Risk Factors" in this Quarterly Report on Form 10-Q for additional information about the conflict between Russia and Ukraine and its potential effect on our business and results of operations.

Adverse macroeconomic conditions

Factors affecting our performance

Number of billable units

Our test revenue is tied to the number of tests which we bill patients, third-party payers that pay on behalf of patients, and institutions (e.g., hospitals, clinics, medical centers, biopharmaceutical partners). We refer to billable events that include individual test reports released and individual reactions shipped as billable units. We refer to the set of reagents needed to perform an NGS test for our RUO kit product as a "reaction." We typically bill for our services following delivery of the billable report derived from testing samples and interpreting the results. For units manufactured for use by customers in distributed facilities, we typically bill customers upon shipment of those units. Test orders are placed under signed requisitions or contractual agreements, as we often enter into contracts with insurance companies and institutions. We incur the expenses associated with a unit in the period in which the unit is processed regardless of when payment is received with respect to that unit. We believe the number of billable units in any period is an important indicator of the growth in our testing business, and with time, this will translate into the number of customers accessing our platform.

Number and size of research and commercial partnerships

Pharma development service revenue, which we recognize within other revenue in our condensed consolidated statements of operations, is generated primarily from services provided to biopharmaceutical companies and other partners and is related to companion diagnostic development, clinical research, and clinical trial services across the research, development and commercialization phases of collaborations. The result of these relationships may include the development of new targeted companion diagnostics, which underscore and expand the need for genetic testing and in some cases may lead to intellectual property and/or revenue sharing opportunities with third-party partners. As a result of the strategic realignment, we terminated early or changed the scope of certain collaborations as part of our pharma development services, and agreed to support wind-down activities for certain companion diagnostic development agreements to conclude existing contracts.

Success obtaining and maintaining reimbursement

Our ability to increase volume and revenue will depend in part on our success achieving broad reimbursement coverage and laboratory service contracts for our tests from third-party payers and agreements with institutions and partners. Reimbursement may depend on a number of factors, including a payer’s determination that a test is appropriate, medically necessary and cost-effective, as well as whether we are in contract, where we get paid more consistently and at higher rates. Because each payer makes its own decision as to whether to establish a policy or enter into a contract to reimburse for our testing services and specific tests, seeking these approvals is a time-consuming and costly process. In addition, clinicians and patients may decide not to order our tests if the cost of the test is not covered by insurance. Because we require an ordering physician to requisition a test, our revenue growth also depends on our ability to successfully promote the adoption of our testing services and expand our base of ordering clinicians. We believe that establishing coverage and obtaining contracts from third-party payers is an important factor in gaining adoption by ordering clinicians. Our arrangements for laboratory services with payers cover approximately 333 million lives, comprised of Medicare, all national commercial health plans, and Medicaid in most states, including California (Medi-Cal), our home state.

Ability to lower the costs associated with performing our tests

Reducing the costs associated with performing our genetic tests is both a focus and a strategic objective of ours. Over the long term, we will need to reduce the cost of raw materials by improving the output efficiency of our assays and laboratory processes, modifying our platform-agnostic assays and laboratory processes to use materials and technologies that provide equal or greater quality at lower cost, improve how we manage our materials, port some tests onto a next generation sequencing platform and negotiate favorable terms for our materials purchases. We also intend to continue to design and implement hardware and software tools that are designed to reduce personnel-related costs for both laboratory and clinical operations/medical interpretation by increasing personnel efficiency and thus lowering labor costs per test.

Ability to optimize our genetic content in meeting market needs and create new pathways to test

We intend to continue to reduce the average cost per test, optimize our test menus and content, and offer the tests at affordable prices in order to meet customer and patient needs. In addition, we have and intend to continue to identify new ways to connect our testing services and information to patients. These include direct patient outreach and ordering capacity, the use of automated assistants for physician customers to improve the ease of ordering and processing genetic tests and programs designed to reach underserved patient populations with genetic testing. We also continue to collaborate with strategic partners and identify new market and channel opportunities.

Realignment of our business and timing of expenses

As part of the strategic business realignment of our operations announced in July 2022, we completed a comprehensive plan focused on supporting business lines and geographies that we believe can generate sustainable margins, provide the best return to fuel future investment and accelerate the company's path to positive cash flow. We believe the plan further helped ensure we remain at the forefront of innovation and advancements in genomics by allocating resources towards our core genetic testing and data platform that have the potential to improve healthcare outcomes.

We conducted an assessment of our product portfolio as well as the associated research and development and commercial spending. Our plan shifts the focus to programs relevant to the core testing business to drive profitable growth. We also performed an extensive review of internal and external costs and how those expenses align with our business structure. Additionally, we review our costs on a recurring basis for alignment with our cost optimization initiatives. Additional savings are expected to be generated through the ongoing digitization of workflows, elimination of duplication and streamlined processes across the core platforms and rationalization of technology and external services.

We deploy state-of-the-art technologies in our genetic testing services, and we intend to continue to scale our infrastructure, including our testing capacity and capabilities as well as our information systems. We also expect to incur software development costs as we seek to further digitize and automate our laboratory processes and our genetic interpretation and report sign-out procedures, scale our customer service capabilities to improve our clients' experience, and expand the functionality of our website. We will continue to incur costs related to marketing and branding as we expand our initiatives beyond our current customer base and focus on providing access to customers through our website. In addition, we will incur ongoing expenses as a result of operating as a public company. The expenses we incur may vary significantly by quarter as we focus on different aspects of our business.

During the three months ended September 30, 2023, the Company's board of directors formed a special committee focused on improving the Company's capital position. The Company is exploring a number of options, including, but not limited to, raising capital, asset sales, business and research and development refocusing efforts, capital expenditure and operating expense reductions and addressing our debt obligations.

How we recognize revenue

We generally recognize revenue on an accrual basis, which is when a customer obtains control of the promised goods or services, typically a test report, or upon shipment of our precision oncology products. Accrual amounts recognized are based on estimates of the consideration that we expect to receive, and such estimates are adjusted and subsequently recorded until fully settled. Changes to such estimates may increase or decrease revenue recognized in future periods. Revenue from our tests may not be equal to billed amounts due to a number of factors, including differences in reimbursement rates, the amounts of patient payments, the existence of secondary payers and claim denials. Some test orders are placed under signed requisitions or contractual

agreements, and we often enter into contracts with insurance companies and institutions that include pricing provisions under which such tests are billed.

Pharma development service revenue is generated primarily from custom assay design services, sample processing activities and consultative inputs, which is separate from revenue generated by any related or unrelated product component. Subsequent to the strategic realignment, pharma development service revenue is generated from PCM services and sample processing activities. Revenue is recognized as services are provided using the input method based on our assessment of performance completed to date toward completion of a contract.

Financial overview

Revenue

We primarily generate revenue from testing services and sales of distributed precision oncology products. Customers are typically billed upon delivery of test results or shipment of products. We also generate revenue from development agreements, access to data, data analytics and other related services provided for biopharma partners and other parties. Our ability to increase our revenue will depend on our ability to increase our market penetration, obtain contracted reimbursement coverage from third-party payers and increase the amount we receive from other types of payers, improve payer collections, and grow our relationships with biopharma partners.

As a result of the strategic realignment, we exited certain product lines including our distributed precision oncology products and terminated early or changed the scope of certain collaborations as part of our pharma development services. We also agreed to support wind-down activities for certain companion diagnostic development agreements to conclude existing contracts.

Cost of revenue

Cost of revenue reflects the aggregate costs incurred in delivering our products and services and includes expenses for materials and supplies, personnel-related costs, freight, costs for lab services, genetic interpretation and clinical trial support, equipment and infrastructure expenses and allocated overhead including rent, information technology, equipment depreciation, amortization of acquired intangibles, and utilities. We expect cost of revenue to generally increase in line with an increase in billable volume. The amortization expense in 2023 and future amortization will be lower due to the impairment charge during the nine months ended September 30, 2023. We anticipate our cost per unit for existing tests will generally decrease over time due to the efficiencies we expect to gain as volume increases, and from other cost reductions achieved through automation, supply chain and logistics initiatives, process standardization, and other cost reductions. These reductions in cost per unit will likely be offset by new offerings, which often have higher costs per unit during the introductory phases before we are able to gain efficiencies. The cost per unit may fluctuate significantly from quarter to quarter.

Operating expenses

Our operating expenses are classified into three categories related to our operational activities: research and development, selling and marketing, and general and administrative. For each category, the largest component is generally personnel-related costs, which include salaries, employee benefit costs, bonuses, commissions, as applicable, and stock-based compensation expense. Operating expenses also include goodwill and IPR&D impairment and restructuring, impairment and other costs, which are discussed below.

Research and development

Research and development expenses represent costs incurred to develop our technology and future offerings. These costs are principally for process development associated with our efforts to expand the number of genes we can evaluate, our efforts to lower the costs per unit and our development of new products to expand our platform. We have and may continue to partner with other companies to develop new technologies and capabilities we expect to invest capital and incur significant operating costs to support these development efforts. In addition, we incur process development costs to further develop the software we use to operate our laboratories, analyze generated data, process customer orders, validate clinical activities, enable ease of customer ordering, deliver reports and automate our business processes. These costs consist of personnel-related costs, laboratory supplies and equipment expenses, consulting costs, amortization of acquired intangible assets, and allocated overhead including rent, information technology, equipment depreciation and utilities.

We expense all research and development costs in the periods in which they are incurred. We expect our research and development expenses to decrease in fiscal year 2023 as compared to fiscal year 2022 as we

streamline our product portfolio, shift investments, including the exit of certain business lines and commercial geographies, and reduce labor costs through a reduction in workforce. We expect to make investments to reduce costs and streamline our technology to provide patients access to testing aligned to scale with our long-term profitable growth targets.

Selling and marketing

Selling and marketing expenses consist of personnel-related costs, including commissions, client service expenses, advertising and marketing expenses, educational and promotional expenses, market research and analysis, and allocated overhead including rent, information technology, equipment depreciation, amortization of acquired intangibles, and utilities. We expect our selling and marketing expenses to decrease in fiscal year 2023 as compared to fiscal year 2022 as a result of a reduction in workforce, targeted sales force expansion and lower marketing spending as a result of a more efficient sales and marketing approach to support our core genetic testing platform.

General and administrative

General and administrative expenses include executive, finance and accounting, billing and collections, legal and human resources functions as well as other administrative costs. These expenses include personnel-related costs; audit, accounting and legal expenses; consulting costs; allocated overhead including rent, information technology, equipment depreciation, and utilities; costs incurred in relation to our co-development agreements; and post-combination expenses incurred in relation to companies we acquire.

Goodwill and IPR&D impairment

Goodwill and IPR&D impairment expenses include the impairment loss recognized on goodwill and the IPR&D indefinite-lived intangible asset initially recognized as part of the acquisition of Singular Bio. Goodwill and indefinite-lived intangible assets are assessed for impairment on an annual basis and whenever events and circumstances indicate that these assets may be impaired. We compare the fair value of our reporting unit to its carrying value, including goodwill. If the carrying value, including goodwill, exceeds the reporting unit’s fair value, we will recognize an impairment loss for the amount by which the carrying amount exceeds the reporting unit’s fair value.

Restructuring, impairment and other costs

Restructuring, impairment and other costs include employee severance and benefits, asset impairments and losses on disposals of long-lived assets and other costs. Employee severance and benefit costs are comprised of severance, other termination benefit costs, and stock-based compensation expense for the acceleration of RSUs related to workforce reductions. Employee severance and benefit costs include one-time termination benefits that are recognized as a liability at estimated fair value, at the time of communication to employees, unless future service is required, in which case the costs are recognized ratably over the future service period. Ongoing termination benefits are recognized as a liability at estimated fair value when the amount of such benefits is probable and reasonably estimable. Impairments and losses on disposals of long-lived assets include the write-off of the remaining carrying value of developed technology intangible assets as a result of management's decision to cease the use of or exploration of strategic alternatives for such developed technologies, tradenames, right-of-use assets, and losses on disposals of property and equipment and leasehold improvements associated with the exit of certain lab and office space and the related equipment. Other restructuring costs include professional fees and contract exit costs offset by a gain on extinguishment of a contractual liability as a result of a settlement agreement.

Other income (expense), net

Other income (expense), net primarily consists of gain (loss) on extinguishment of debt, net, debt issuance costs, changes in the fair value of Senior Secured 2028 Notes and our acquisition-related liabilities, and interest income generated from our cash equivalents and marketable securities.

Interest expense

Interest expense is primarily attributable to interest incurred related to our debt and finance leases. See Note 7, "Commitments and contingencies" in Notes to Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q for additional information.

Income tax benefit

Since we generally establish a full valuation allowance against our deferred tax assets, our income tax benefit primarily consists of changes in our deferred tax realization assessments as a result of taxable temporary differences assumed in connection with our acquisitions and changes in the expected timing of the reversal of taxable temporary differences.

Critical accounting policies and estimates

Management’s discussion and analysis of our financial condition and results of operations is based on our condensed consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles, or U.S. GAAP. The preparation of these financial statements requires us to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported revenue generated and expenses incurred during the reporting periods. We evaluate our estimates on an ongoing basis. Our estimates are based on current facts, our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions and any such differences may be material. We believe that our accounting policies discussed below are critical to understanding our historical and future performance, as these policies relate to the more significant areas involving management’s judgments and estimates.

The following discussion is related to the impairment of long-lived assets and estimating the fair value of our Senior Secured 2028 Notes as of September 30, 2023, and should be read in conjunction with our critical accounting policies and estimates disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022. Except as presented below, there have been no material changes from the critical accounting policies and estimates described in our Annual Report on Form 10-K. See Note 2, "Summary of significant accounting policies" in the Notes to Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q for information regarding recent accounting pronouncements.

Impairment of Long-lived Assets

Long‑lived assets, including definite-lived intangibles, property and equipment, and right-of-use assets are evaluated for recoverability when events or changes in circumstances indicate that the asset group may have been impaired. In evaluating an asset group for recoverability, the Company considers the future cash flows expected to result from the continued use of the asset group and the eventual disposition of the asset group. If the sum of the expected future cash flows, on an undiscounted basis, is less than the carrying amount of the asset group, an impairment loss equal to the excess of the carrying amount over the fair value of the individual asset within the asset group is recognized.

To measure, allocate and recognize the impairment loss, the Company, with the assistance of a third-party valuation specialist, determined the fair value of the asset group using the discounted cash flow method of the income approach. To determine the fair value of the individual assets within the asset group, the Company utilized the discounted cash flow method of the income approach for its intangible assets and right-of-use assets and the replacement cost approach for property and equipment. Based on the analysis, the Company recorded non-cash impairment charges of $788.7 million on its definite-lived intangible assets during the three and nine months ended September 30, 2023, which is included in restructuring, impairment and other costs in the condensed consolidated statements of operations. See Note 10, "Restructuring, impairment and other costs" in notes to the condensed consolidated financial statements in Part I, Item 1. of this Quarterly Report on Form 10-Q for further information.

Change in fair value of Senior Secured 2028 Notes

We elected the fair value option to measure our Senior Secured 2028 Notes due to the complexity of the various conversion and settlement options available to both the holders of such notes and Invitae. We utilize the binomial lattice model, specifically a lattice model to estimate the fair value of the Senior Secured 2028 Notes at issuance and subsequent reporting dates. The estimated fair value of the Senior Secured 2028 Notes is determined using Level 3 inputs and assumptions unobservable in the market. This model incorporates the terms and

conditions of the Senior Secured 2028 Notes and assumptions related to stock price, expected stock price volatility, risk-free interest rate, market credit spread, and cost of debt. The stock price is based on the publicly traded price of our common stock as of the measurement date. We estimate the volatility of our stock price based on the historical and implied volatilities of our publicly traded common stock. The risk-free interest rate is based on interpolated U.S. Treasury rates, commensurate with a similar term to the Senior Secured 2028 Notes. We will record changes in fair value, inclusive of accrued interest, through the condensed consolidated statements of operations as a fair value adjustment of the convertible senior secured debt each reporting period, with the portion of the change that results from a change in the instrument-specific credit risk recorded separately in the condensed consolidated statements of comprehensive loss, if applicable.

As of September 30, 2023, the estimated fair value of the Senior Secured 2028 Notes was $196.2 million. The determination of fair value requires considerable judgment and is highly sensitive to changes in underlying assumptions. Remeasuring the fair value of our Senior Secured 2028 Notes on a recurring basis through earnings requires the estimation of significant unobservable inputs, which involve inherent uncertainties and application of management judgment. Using different estimates or assumptions would have materially affected our results. For example, as of September 30, 2023:

•A 1,000 basis point, or ten percent, decrease or increase to the estimated stock price assumption would have decreased or increased, respectively, the estimated fair value of our Senior Secured 2028 Notes and increased or decreased, respectively, the associated gains recognized through third quarter 2023 earnings by $4.3 million and $4.8 million, respectively.

•A 1,000 basis point, or ten percent, decrease or increase to the cost of debt assumption would have increased or decreased, respectively, the estimated fair value of our Senior Secured 2028 Notes and decreased or increased, respectively, the associated gains recognized through third quarter 2023 earnings by $12.8 million and $11.6 million, respectively.

•A 1,000 basis point, or ten percent, decrease or increase to the estimated stock price volatility assumption would have decreased or increased, respectively, the estimated fair value of our Senior Secured 2028 Notes and increased or decreased, respectively, the associated gains recognized through third quarter 2023 earnings by $2.1 million and $3.5 million, respectively.

Results of operations

Three Months Ended September 30, 2023 and 2022

The following sets forth our condensed consolidated statements of operations data for each of the periods indicated (in thousands, except percentage changes). Our historical results are not necessarily indicative of our results of operations to be expected for any future period.


	Three Months Ended September 30,				Dollar Change		% Change
	2023		2022
Revenue:
Test revenue	$	117,561	$	128,839	$	(11,278)	(9)%
Other revenue	3,680		4,697		(1,017)		(22)%
Total revenue	121,241		133,536		(12,295)		(9)%
Operating expenses:
Cost of revenue	82,186		116,956		(34,770)		(30)%
Research and development	58,336		87,177		(28,841)		(33)%
Selling and marketing	37,999		49,193		(11,194)		(23)%
General and administrative	45,619		44,939		680		2%

Restructuring, impairment and other costs	877,289		125,222		752,067		NM


Total operating expenses	1,101,429		423,487		677,942		NM
Loss from operations	(980,188)		(289,951)		(690,237)		NM
Other income, net:
Gain on extinguishment of debt, net	229		—		229		100%
Debt issuance costs	(845)		—		(845)		(100)%
Change in fair value of convertible senior secured notes	33,463		—		33,463		100%
Change in fair value of acquisition-related liabilities	70		(527)		597		NM
Other income, net	4,843		2,399		2,444		NM
Total other income, net	37,760		1,872		35,888		NM
Interest expense	(5,850)		(14,145)		8,295		59%
Net loss before taxes	(948,278)		(302,224)		(646,054)		NM
Income tax benefit	6,171		1,068		5,103		NM
Net loss	$	(942,107)	$	(301,156)	$	(640,951)	NM

NM - Not Meaningful

Revenue

The decrease in total revenue of $12.3 million for the three months ended September 30, 2023 compared to the same period in 2022 was primarily due to decreased billable volume partially offset by higher average revenue per billable unit. Billable volume decreased due to the exit of certain product offerings, including the RUO kit and IVD product offerings, and geographies as a result of the strategic realignment. Billable volume decreased to approximately 255,000 in the three months ended September 30, 2023 compared to 324,000 in the same period of 2022, a decrease of 21%. Average revenue per billable unit was $461 per unit in the three months ended September 30, 2023 compared to $398 per unit in the comparable prior period primarily due to changes in payer and product mix.

Cost of revenue

The decrease in the cost of revenue of $34.8 million for the three months ended September 30, 2023 compared to the same period in 2022 was primarily due to decreases in lab materials costs of $24.7 million as a result of lower volume related to the exit of certain product offerings and geographies as part of our strategic realignment and a change in the mix of materials, decreases in amortization of acquired intangible assets of $3.6 million, decreases in personnel-related costs of $3.6 million due to a reduction in workforce related to our strategic realignment, decreases in information technology costs of $1.1 million due to lower spending on network and cloud computing services, and decreases in other expenses of $1.8 million.

Research and development

The decrease in research and development expense of $28.8 million for the three months ended September 30, 2023 compared to the same period in 2022 was primarily due to lower personnel-related expenses of $17.5 million due to the reduction in workforce related to our strategic realignment, decreases in amortization and depreciation of $3.7 million primarily related to accelerated depreciation for lab equipment related to the exit of certain product offerings in 2022, decreases in lab-related expenses of $3.0 million as a result of lower costs related to external development projects and lab supplies and services, decreases in information technology costs of $2.6 million due to lower spending on software licenses and cloud computing, decreases in acquisition-related costs of $1.8 million, and decreases in other expenses of $0.2 million.

Selling and marketing

The decrease in selling and marketing expense of $11.2 million for the three months ended September 30, 2023 compared to the same period in 2022 was primarily driven by lower personnel-related expenses of $11.2 million due to the reduction in workforce related to our strategic realignment.

General and administrative

The increase in general and administrative expense of $0.7 million for the three months ended September 30, 2023 compared to the same period in 2022 was primarily due to an increase in professional fees of $1.6 million related to higher external contractor services and audit and recruiting fees, an increase in litigation-related expenses of $1.2 million representing a legal reserve and outside counsel fees related to the Natera legal proceedings, higher information technology expenses of $1.0 million and increases in other corporate expenses of $0.9 million. These increases were partially offset by lower personnel-related costs of $2.5 million primarily due to the reduction in workforce related to our strategic realignment, and decreases in acquisition-related costs of $1.5 million.

Restructuring, impairment and other costs

During the three months ended September 30, 2023, we incurred restructuring, impairment and other costs of $877.3 million. Restructuring, impairment and other costs were comprised of $881.2 million in impairments and losses on disposals of long-lived assets, net, including impairments of definite-lived intangible assets, property and equipment, right-of-use assets and the related leasehold improvements and $1.0 million in employee severance and benefits, which was partially offset by $4.9 million net gain in other restructuring costs due to extinguishment of a contractual liability as a result of a settlement agreement.

During the three months ended September 30, 2022, we incurred restructuring, impairment and other costs of $125.2 million. Restructuring, impairment and other costs were comprised of $57.9 million in employee severance and benefits, $55.5 million in impairments and losses on disposals of long-lived assets, net and $11.8 million in other restructuring costs.

See Note 10, "Restructuring, impairment and other costs" in Notes to the Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q for further information.

Change in fair value of convertible senior secured notes

During the three months ended September 30, 2023, we recorded a gain of $33.5 million related to the change in fair value of our Senior Secured 2028 Notes. We elected the fair value option to account for our Senior Secured 2028 Notes, which requires the notes to be measured at their issue-date estimated fair value and then subsequently remeasured at estimated fair value as of each reporting date. During the three months ended September 30, 2023, the gain related to the change in fair value of our Senior Secured 2028 Notes was primarily due to the increase in the cost of debt assumption and the decrease in our stock price since the June 30, 2023 estimated fair value. See Note 6, "Fair value measurements" and Note 7, "Commitments and contingencies" in Notes to the Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q for further information.

Change in fair value of acquisition-related liabilities

The decrease in change in fair value of acquisition-related liabilities of $0.6 million for the three months ended September 30, 2023 compared to the same period in 2022 was primarily due to a decrease in fair value

adjustments related to our stock payable liabilities as a result of the decrease in the price of our common stock and settlement of acquisition-related hold-backs.

Other income, net

The increase in other income, net of $2.4 million for the three months ended September 30, 2023 compared to the same period in 2022 was primarily due to an increase in interest income earned on our marketable securities investments and an increase in sublease income.

Interest expense

The decrease in interest expense of $8.3 million for the three months ended September 30, 2023 compared to the same period in 2022 was primarily due to the repayment of the 2020 Term Loan in February 2023, and lower interest expense associated with the 2024 Notes subsequent to the purchase and exchange agreements reducing the outstanding principal balance. See Note 7, "Commitments and contingencies" in Notes to the Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q for further information.

Income tax benefit

The increase in income tax benefit of $5.1 million for the three months ended September 30, 2023 compared to the same period in 2022 was primarily related to a $6.2 million income tax benefit related to the impairment of foreign acquired intangibles and the associated deferred tax liability which was not previously netted against deferred tax assets in the Company's presentation, for the three months ended September 30, 2023.

Nine Months Ended September 30, 2023 and 2022


	Nine Months Ended September 30,				Dollar Change		% Change
	2023		2022
Revenue:
Test revenue	$	346,127	$	381,518	$	(35,391)	(9)%
Other revenue	13,002		12,331		671		5%
Total revenue	359,129		393,849		(34,720)		(9)%
Operating expenses:
Cost of revenue	258,102		324,412		(66,310)		(20)%
Research and development	184,138		330,559		(146,421)		(44)%
Selling and marketing	127,241		172,086		(44,845)		(26)%
General and administrative	160,826		147,221		13,605		9%
Goodwill and IPR&D impairment	—		2,313,047		(2,313,047)		(100)%
Restructuring, impairment and other costs	1,010,843		130,039		880,804		NM


Total operating expenses	1,741,150		3,417,364		(1,676,214)		(49)%
Loss from operations	(1,382,021)		(3,023,515)		1,641,494		54%
Other income (expense), net
Loss on extinguishment of debt, net	(10,593)		—		(10,593)		(100)%
Debt issuance costs	(20,704)		—		(20,704)		(100)%
Change in fair value of convertible senior secured notes	72,386		—		72,386		100%
Change in fair value of acquisition-related liabilities	337		15,666		(15,329)		(98)%
Other income, net	15,105		3,971		11,134		NM
Total other income, net	56,531		19,637		36,894		NM
Interest expense	(23,366)		(42,149)		18,783		45%
Net loss before taxes	(1,348,856)		(3,046,027)		1,697,171		56%
Income tax benefit	8,055		39,551		(31,496)		(80)%
Net loss	$	(1,340,801)	$	(3,006,476)	$	1,665,675	55%

NM - Not Meaningful

Revenue

The decrease in total revenue of $34.7 million for the nine months ended September 30, 2023 compared to the same period in 2022 was due primarily to decreased billable volume partially offset by higher average revenue per billable unit. Billable volume decreased due to the exit of certain product offerings, including the RUO kit and IVD product offerings, and geographies as a result of the strategic realignment. Billable volume decreased to 771,000 in the nine months ended September 30, 2023 compared to 990,000 in the same period of 2022, a decrease of 22%. Average revenue per billable unit increased to $449 per unit in the nine months ended September 30, 2023 compared to $385 per unit in the comparable prior period primarily due to changes in payer and product mix.

Cost of revenue

The decrease in the cost of revenue of $66.3 million for the nine months ended September 30, 2023 compared to the same period in 2022 was primarily due to decreases in lab materials costs of $50.0 million as a result of lower volume related to the exit of certain product offerings and geographies as part of our strategic realignment and a change in the mix of materials, decreases in personnel-related costs of $12.3 million due to a reduction in workforce related to our strategic realignment, decreases in information technology costs of $2.9 million due to lower spending on network and cloud computing services, decreases in rent and building expenses of $1.4 million due to a reduction in workforce and leased spaces, and decreases in other costs of $3.2 million. The

decreases were partially offset by increases in amortization of $3.5 million due to the commencement of amortization of an acquired developed technology intangible asset in April 2022.

Research and development

The decrease in research and development expense of $146.4 million for the nine months ended September 30, 2023 compared to the same period in 2022 was primarily due to lower personnel-related costs of $98.9 million due to the reduction in workforce related to our strategic realignment, decreases in lab-related expenses of $12.8 million as a result of lower costs related to external development projects and lab supplies and services, decreases in information technology costs of $10.3 million due to lower spending on software licenses and network and cloud computing, decreases in professional fees of $8.5 million due to lower contract labor, decreases in facilities-related expenses of $6.1 million due to lower lease expenses and security and building support costs, decreases in depreciation and amortization of $5.9 million, and decreases in acquisition-related costs of $5.4 million. These decreases were partially offset by increases in other expenses of $1.5 million.

Selling and marketing

The decrease in selling and marketing expense of $44.8 million for the nine months ended September 30, 2023 compared to the same period in 2022 was primarily due to lower personnel-related costs of $40.1 million due to the reduction in workforce related to our strategic realignment, decreases in marketing costs of $1.7 million as a result of lower spending on sales materials, brand initiatives and advertising, decreases in facilities-related expenses of $1.6 million due to lower lease expenses, decreases in information technology costs of $1.1 million due to lower spending on software licenses due to the reduction in workforce, and decreases in other expenses of $0.3 million.

General and administrative

The increase in general and administrative expense of $13.6 million for the nine months ended September 30, 2023 compared to the same period in 2022 was primarily due to an increase in litigation-related expenses of $26.4 million representing a legal reserve and outside counsel fees related to the Natera legal proceedings, and a $4.7 million, $4.0 million and $3.0 million increase in facilities expense, IT expense and corporate expense, respectively, due to an overall reduction in the Company's workforce, and as a result, a larger percentage of these expenses were allocated to general and administrative expense.

These increases were partially offset by lower personnel-related costs of $18.6 million primarily due to the reduction in workforce related to our strategic realignment, decreases in professional fees of $4.3 million due to lower contract labor, and decreases in acquisition-related costs of $1.6 million.

Goodwill and IPR&D impairment

We completed an interim impairment test for goodwill and the IPR&D indefinite-lived intangible asset acquired as part of the Singular Bio acquisition as of June 30, 2022, and as a result recorded a non-cash impairment charge of $2.3 billion. We did not have similar impairment charges during the nine months ended September 30, 2023. See Note 4, "Intangible assets, net" in Notes to the Condensed Consolidated Financial Statements in "Part 1, Item 1. Condensed Consolidated Financial Statements" of this Quarterly Report on Form 10-Q for further information.

Restructuring, impairment and other costs

During the nine months ended September 30, 2023, we incurred restructuring, impairment and other costs of $1.0 billion. Restructuring, impairment and other costs were comprised of $1.0 billion in impairments and losses on disposals of long-lived assets, net, including impairments of definite-lived intangibles, property and equipment, right-of-use assets and the related leasehold improvements along with $2.3 million in employee severance and benefits, which was partially offset by $3.8 million net gain in other restructuring costs due to extinguishment of a contractual liability as a result of a settlement agreement.

During the nine months ended September 30, 2022, we incurred restructuring, impairment and other costs of $130.0 million. Restructuring, impairment and other costs were comprised of $60.3 million in impairments and

losses on disposals of long-lived assets, net, $57.9 million in employee severance and benefits, and $11.8 million in other restructuring costs.

See Note 10, "Restructuring, impairment and other costs" in Notes to the Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q for further information.

Loss on extinguishment of debt, net

During the nine months ended September 30, 2023, we incurred a net loss on extinguishment of debt of $10.6 million. In connection with the settlement of our 2020 Term Loan in February 2023, we incurred debt extinguishment costs of $19.3 million, composed of an $11.2 million write-off of unamortized debt issuance costs and $8.1 million of prepayment fees. In February 2023, we also entered into purchase and exchange agreements with certain holders of our outstanding 2024 Notes for newly issued Senior Secured 2028 Notes, shares of common stock, and cash. These exchanges resulted in a gain on extinguishment of debt of $8.5 million related to the 2024 Notes. In August 2023, we entered into a purchase and exchange agreement with a holder of the outstanding 2024 Notes for Senior Secured 2028 Notes and shares of common stock. This exchange resulted in a gain on extinguishment of debt of $0.2 million related to the 2024 Notes. See Note 7, "Commitments and contingencies" in Notes to the Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q for further information.

Debt issuance costs

During the nine months ended September 30, 2023, we incurred debt issuance costs of $20.7 million related to the issuance of our Senior Secured 2028 Notes. See Note 7, "Commitments and contingencies" in Notes to the Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q for further information.

Change in fair value of convertible senior secured notes

During the nine months ended September 30, 2023, we recorded a gain of $72.4 million related to the change in fair value of our Senior Secured 2028 Notes. We elected the fair value option to account for our Senior Secured 2028 Notes, which requires the notes to be measured at their issue-date estimated fair value and then subsequently remeasured at estimated fair value as of each reporting date. During the nine months ended September 30, 2023, the gain related to the change in fair value of our Senior Secured 2028 Notes was primarily due to the decrease in our stock price and the increase in the cost of debt assumption since the issue-date estimated fair value. See Note 6, "Fair value measurements" and Note 7, "Commitments and contingencies" in Notes to the Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q for further information.

Change in fair value of acquisition-related liabilities

The decrease in change in fair value of acquisition-related liabilities of $15.3 million for the nine months ended September 30, 2023 compared to the same period in 2022 was primarily due to a decrease in fair value adjustments related to our stock payable liabilities as a result of the decrease in the price of our common stock and settlement of acquisition-related hold-backs.

Other income, net

The increase in other income, net of $11.1 million for the nine months ended September 30, 2023 compared to the same period in 2022 was primarily due to an increase in interest income earned on our marketable securities investments and an increase in sublease income.

Interest expense

The decrease in interest expense of $18.8 million for the nine months ended September 30, 2023 compared to the same period in 2022 was primarily due to the repayment of the 2020 Term Loan in February 2023, and lower interest expense associated with the 2024 Notes subsequent to the purchase and exchange agreements reducing the outstanding principal balance. See Note 7, "Commitments and contingencies" in Notes to the Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q for further information.

Income tax benefit

The decrease in income tax benefit of $31.5 million for the nine months ended September 30, 2023 compared to the same period in 2022 was primarily due to a $34.6 million release of federal and state valuation allowances as a result of the reclassification of the IVD and PCM IPR&D intangibles from indefinite-lived intangibles to developed technology, which enabled the associated deferred tax liability to serve as a source of income to existing definite-lived deferred tax assets for which was not previously netted against deferred tax assets in the Company's presentation.

Liquidity and capital resources

Overview

Liquidity and Going Concern

As a result of losses, projected cash needs, and current liquidity level, substantial doubt exists about the Company’s ability to continue as a going concern.

•Reducing operating costs by a reduction in lab and office space through consolidation, and focusing and eliminating certain business activities and services.

•Seeking additional capital through the issuance of debt or equity securities, or the sale of assets.

The condensed consolidated financial statements do not include any adjustments that may result from the outcome of this going concern uncertainty.

Long-term debt and equity

A discussion of our long-term debt and equity financings as of September 30, 2023 is provided in Note 7, "Commitments and contingencies" and Note 8, "Stockholders' equity" in Notes to the Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q.

In September 2019, we issued $350.0 million of aggregate principal amount of 2024 Notes, which bear cash interest at a rate of 2.0% per year. Also in September 2019, we used the funds received through the issuance of the 2024 Notes to settle our note purchase agreement we entered into in November 2018. In April 2021, we issued $1,150.0 million of aggregate principal amount of 2028 Notes, which bear cash interest at a rate of 1.5% per year.

In October 2020, in connection with our acquisition of ArcherDX, we entered into a credit facility to borrow $135.0 million which closed concurrently with the merger. The terms of this credit facility restrict our ability to incur certain indebtedness, pay dividends, make acquisitions and take other actions. In February 2023, we repaid, prior to maturity date, the principal balance outstanding of $135.0 million plus, accrued interest of $2.6 million and prepayment fees of $8.1 million.

In the third quarter of 2022, we issued 2.4 million shares of common stock at an average price of $3.99 per share in an "at the market" offering for aggregate proceeds of $10.0 million and net proceeds of $9.7 million.

In February 2023, we entered into purchase and exchange agreements with certain holders of the outstanding 2024 Notes. Under the terms of the agreements, we (a) exchanged $305.7 million aggregate principal amount of 2024 Notes for $275.3 million aggregate principal amount of Series A Notes and 14,219,859 shares of common stock and (b) issued and sold $30.0 million aggregate principal amount of Series B Notes for cash. The Senior Secured 2028 Notes bear cash interest at a rate of 4.50% per year.

In August 2023, we entered into an exchange agreement with a holder of the outstanding 2024 Notes. Under the terms of the agreement, we exchanged $17.2 million aggregate principal amount of the 2024 Notes for $0.1 million aggregate principal amount of Series A Notes and 15,819,604 shares of the Company's common stock.

In the third quarter of 2023, we issued 50,400 shares of common stock at a price of $1.10 per share in an "at the market" offering for aggregate gross proceeds of $0.1 million and gross fees of $0.1 million.

service our debt, including paying off the principal when due, and make necessary capital expenditures. Holders of our outstanding unsecured convertible notes have the right to require us to repurchase all or any portion of their notes upon the occurrence of a fundamental change, as defined in the respective indentures governing our outstanding unsecured convertible notes, at a fundamental change repurchase price equal to 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid interest, if any. The repurchase price for our 2028 Notes will also include unpaid interest on such notes to the maturity date. Similarly, holders of our Senior Secured 2028 Notes will have the right to require us to repurchase all or any portion of their notes upon the occurrence of a major transaction, as defined in the indenture governing our Senior Secured 2028 Notes, for an amount equal to 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid interest and a make-whole amount as set forth in such indenture. In addition, upon conversion of the notes, unless we elect to deliver solely shares of our common stock to settle such conversion (other than paying cash in lieu of delivering any fractional share), we will be required to make cash payments, which could adversely affect our liquidity. However, the indenture governing our Senior Secured 2028 Notes will limit our ability to pay cash to repurchase our unsecured convertible notes. Even if such limitation is no longer in effect, we may not have enough available cash or be able to obtain financing at the time we are required to make repurchases of notes surrendered for repurchase or to repay outstanding notes when they mature.

Cash flows

The following table summarizes our cash flows (in thousands):


	Nine Months Ended September 30,
	2023		2022
Net cash used in operating activities	$	(156,198)	$	(410,934)
Net cash provided by (used in) investing activities	195,059		(296,694)
Net cash (used in) provided by financing activities	(138,273)		1,159
Net decrease in cash, cash equivalents and restricted cash	$	(99,412)	$	(706,469)

Cash flows from operating activities

For the nine months ended September 30, 2023, cash used in operating activities of $156.2 million principally resulted from our net loss of $1.3 billion, a $72.4 million gain related to the change in fair value of our Senior Secured 2028 Notes, a $8.1 million income tax benefit, $6.3 million of amortization of premiums and discounts on investment securities, and non-cash charges for remeasurements of liabilities in connection with business combinations of $0.3 million. These were partially offset by non-cash charges of $1.0 billion related to impairments and losses on disposals of long-lived assets, $100.4 million for depreciation and amortization, $85.6 million for stock-based compensation, $20.7 million of debt issuance costs, $10.6 million of loss on extinguishment of debt, $9.3 million of non-cash lease expense, $5.5 million for amortization of debt discount and issuance costs related to our outstanding debt, $1.8 million of post-combination share-based compensation expense, and other activities of $2.2 million. The net effect on cash for changes in net operating assets was an increase of cash of $23.2 million.

For the nine months ended September 30, 2022, cash used in operating activities of $410.9 million principally resulted from our net loss of $3.0 billion, a $39.6 million income tax benefit, non-cash charges for remeasurements of liabilities in connection with business combinations of $15.7 million, and other activities of $1.3 million. These were partially offset by non-cash charges of $2.3 billion for goodwill and IPR&D impairment, $164.3 million for stock-based compensation, $104.7 million for depreciation and amortization, $60.3 million related to impairments and losses on disposals of long-lived assets, $11.7 million for amortization of debt discount and issuance costs related to our outstanding debt, $6.8 million of non-cash lease expense, $5.0 million of post-combination share-based compensation expense, and $0.6 million of amortization of premiums and discounts on investment securities. The net effect on cash for changes in net operating assets was a decrease of cash of $14.4 million.

Cash flows from investing activities

For the nine months ended September 30, 2023, cash provided by investing activities of $195.1 million was primarily due to net purchases and maturities of marketable securities of $199.4 million, partially offset by purchases of property and equipment of $4.7 million, and proceeds from the sale of property and equipment of $0.3 million.

For the nine months ended September 30, 2022, cash used in investing activities of $296.7 million was primarily due to net purchases and maturities of marketable securities of $248.3 million, partially offset by purchases of property and equipment of $48.4 million.

Cash flows from financing activities

For the nine months ended September 30, 2023, cash used in financing activities of $138.3 million primarily consisted of the repayment of the 2020 Term Loan of $135.0 million, debt issuance costs related to the convertible senior notes exchange and prepayment fees on our 2020 Term Loan of $26.0 million, settlement of acquisition obligations of $5.5 million, finance lease principal payments of $3.9 million, and net loss from the sale of stock of $0.1 million. These were partially offset by proceeds from the issuance of Series B Notes of $30.0 million and proceeds from issuances of common stock, net of $2.2 million.

For the nine months ended September 30, 2022, cash provided by financing activities of $1.2 million primarily consisted of cash received from net proceeds from the sale of common stock of $9.7 million and issuances of common stock of $6.3 million. These were partially offset by cash to settle acquisition obligations of $10.6 million and finance lease principal payments of $4.2 million.

Contractual obligations

The following table summarizes our contractual obligations, including interest, as of September 30, 2023 (in thousands):


Contractual obligations:	Remainder of 2023		2024 and 2025		2026 and 2027		2028 and beyond		Total
Operating leases	$	5,998	$	53,991	$	39,063	$	98,967	$	198,019
Finance leases	1,319		3,839		—		—		5,158
Convertible senior notes	—		27,058		—		1,150,000		1,177,058
Convertible senior secured notes	—		—		—		305,357		305,357
Purchase commitments	3,251		12,155		750		—		16,156
Total	$	10,568	$	97,043	$	39,813	$	1,554,324	$	1,701,748

Operating lease maturity amounts included in the table above do not include sublease income expected to be received under our subleases. We expect to receive sublease income for fiscal years ending December 31, 2023, 2024 and 2025 of $0.3 million, $1.3 million and $0.2 million, respectively.

See Note 7, "Commitments and contingencies" in the Notes to Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q for additional details regarding our leases, convertible senior notes, and purchase commitments.

Off-balance sheet arrangements

We have not entered into any off-balance sheet arrangements.

Recent accounting pronouncements

See “Recent accounting pronouncements” in Note 2, "Summary of significant accounting policies" in the Notes to Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q for a discussion of recently adopted accounting pronouncements and accounting pronouncements not yet adopted, and their expected effect on our financial position and results of operations.

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risks in the ordinary course of our business. These risks primarily relate to interest rates. Our cash, cash equivalents, restricted cash and marketable securities totaled $264.7 million at September 30, 2023, and consisted primarily of bank deposits, money market funds, U.S. treasury notes, and U.S. government agency securities. Such interest-bearing instruments carry a degree of risk; however, because our investments are primarily high-quality credit instruments with short-term durations with high-quality institutions, we have not been exposed to, nor do we anticipate being exposed to, material risks due to changes in interest rates. At September 30, 2023, a hypothetical 1.0% (100 basis points) increase or decrease in interest rates would not have resulted in a material change in the fair value of our cash equivalents and marketable securities. Fluctuations in the value of our cash equivalents and marketable securities caused by a change in interest rates (gains or losses on the carrying value) are recorded in other comprehensive (loss) income and are realized if we sell the underlying securities prior to maturity.

In February 2023, we repaid our 2020 Term Loan including the principal balance outstanding of $135.0 million plus accrued interest of $2.6 million. We did not use interest rate derivative instruments to manage our exposure to interest rate fluctuations related to our 2020 Term Loan prior to repayment.

Although our convertible senior notes are based on a fixed rate, changes in interest rates could impact their fair market value. As of September 30, 2023, the fair market value of the 2024 Notes and 2028 Notes was $24.5 million and $445.7 million, respectively. We elected the fair value option to account for the Senior Secured 2028 Notes, which requires the notes to be remeasured at estimated fair value as of each reporting date. Under the fair value election, we will record changes in fair value, inclusive of related accrued interest, through the condensed consolidated statements of operations as a fair value adjustment of the Senior Secured 2028 Notes each reporting period, with the portion of the change that results from a change in the instrument-specific credit risk recorded separately in other comprehensive income, if applicable. Fluctuations and volatility of our stock price can significantly affect the estimated fair value of the Senior Secured 2028 Notes and the corresponding change in fair value as of each reporting period. For additional information about the convertible senior notes, see Note 6, "Fair value measurements" and Note 7, "Commitments and contingencies" in Notes to Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q.

ITEM 4. Controls and Procedures

(a) Evaluation of disclosure controls and procedures

We maintain “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, or Exchange Act, that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission ("SEC") rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Our disclosure controls and procedures have been designed to meet reasonable assurance standards. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Based on their evaluation as of the end of the period covered by this Quarterly Report on Form 10-Q, our Chief Executive Officer (our principal executive officer) and Chief Financial Officer (our principal financial officer) have concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

(b) Changes in internal control over financial reporting

During the quarterly period covered by this Quarterly Report on Form 10-Q, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II — Other Information

ITEM 1. Legal Proceedings.

For discussion of legal matters as of September 30, 2023, see Note 7, "Commitments and contingencies" in Notes to Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report on Form 10-Q, which is incorporated by reference to this item.

ITEM 1A. Risk Factors

Risks related to our business and strategy

We have had a history of operating losses that have impacted our overall cash flows and we have identified conditions and events that raise substantial doubt about our ability to continue as a going concern. We will need to adjust our operating expenditures to be commensurate with our expected levels of revenue and raise additional capital to finance operations. Our inability to raise additional capital on acceptable terms in the future may limit our ability to maintain an adequate amount of available liquidity and execute our current operating plan.

As described further under Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and capital resources-Overview-Liquidity and Going Concern”, which disclosure is incorporated into this risk factor, several conditions and events raise substantial doubt about our ability to continue as a going concern.

At September 30, 2023 and December 31, 2022, we had $168.1 million and $267.5 million, respectively, of cash, cash equivalents, and restricted cash and marketable securities of $96.6 million and $289.6 million, respectively. Despite recent cost optimization initiatives, to maintain an adequate amount of available liquidity and execute our current operating plan beyond one year from the date of issuance of this Quarterly Report on Form 10-Q, we will need to continue to raise additional funds from external sources, such as through the issuance of equity or debt securities; however, any such financing activities are subject to availability and market conditions, among other things. We may seek to raise additional capital through equity offerings, debt financings, collaborations or licensing arrangements. Additional funding may not be available to us on acceptable terms, or at all. In addition, the terms of our indenture governing our Senior Secured 2028 Notes restrict our ability to incur certain indebtedness and issue certain equity securities. If we raise funds by issuing equity securities, dilution to our stockholders would result. Any equity securities issued also may provide for rights, preferences or privileges senior to those of holders of our common stock. The terms of debt securities issued or borrowings, if available, could impose significant restrictions on our operations.

The incurrence of additional indebtedness or the issuance of certain equity securities could result in increased fixed payment obligations and could also result in restrictive covenants, such as limitations on our ability to incur additional debt or issue additional equity, limitations on our ability to acquire companies or acquire or license intellectual property rights, and other operating restrictions that could adversely affect our ability to conduct our business. In addition, the issuance of additional equity securities by us, or the possibility of such issuance, may cause the market price of our common stock to decline. In the event we enter into collaborations or licensing arrangements to raise capital, we may be required to accept unfavorable terms. These agreements may require that we relinquish or license to a third party on unfavorable terms our rights to tests we otherwise would seek to develop or commercialize ourselves, or reserve certain opportunities for future potential arrangements when we might be able to achieve more favorable terms.

Our ability to continue as a going concern is dependent on our ability to obtain the necessary financing to meet our obligations and repay our liabilities arising from the ordinary course of business operations when they become due. The outcome of these matters cannot be predicted with any certainty at this time. If we are not able to secure additional funding when needed, we may be required to adopt one or more alternatives, including, but not limited to, selling assets, exiting business lines, reducing our capital expenditures, delaying, reducing the scope of or eliminating one or more research and development programs, selling and marketing initiatives, or potential acquisitions, and restructuring our existing debt obligations on new terms that may be less favorable than the existing terms, if available at all. In addition, we may be required to work with a partner on one or more aspects of our tests or market development programs, which could lower the economic value of those tests or programs to our company. Should we fail to control discretionary expenditures, secure further financing, or execute any of the aforementioned strategies when necessary, it may become imperative to scale back our planned initiatives to reduce costs. This could entail further workforce downsizing, ceasing certain business operations and services,

additional cuts in operating costs, asset liquidation, or even pursuing bankruptcy proceedings. Such measures would likely have an adverse effect on our capacity to implement our business strategy, negatively affecting our business, operational outcomes, and long-term growth potential.

We have a large amount of debt. Servicing our debt requires a significant amount of cash, we may not have sufficient cash flow from our business to repay the principal or service our debt, and we may need to refinance all or a significant portion of our debt, and our business, financial condition and results of operations may be materially and adversely affected.

As of September 30, 2023, we had outstanding an aggregate of $1,482.5 billion of convertible debt consisting of $27.1 million aggregate principal amount of our 2024 Notes, $1,150.0 million aggregate principal amount of our existing 2028 Notes, and $305.4 million aggregate principal amount of our Senior Secured 2028 Notes. We refer to the 2024 Notes and the 2028 Notes as the unsecured convertible notes, and we refer to the "unsecured convertible notes" and the Senior Secured 2028 Notes collectively as the "outstanding convertible notes."

Our substantial leverage could have significant negative consequences for our future operations, including:

•increasing our vulnerability to general adverse economic and industry conditions;

•limiting our ability to obtain additional financial for working capital, acquisitions, research and development expenditures, and general corporate purposes;

•requiring the dedication of a substantial portion of our cash flow or our existing cash to service our indebtedness, thereby reducing the amount of our cash available for other purposes;

•limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we compete; or

•placing us at a possible competitive disadvantage compared to less leveraged competitors and competitors that have better access to capital resources.

Our ability to make scheduled payments of the principal of, to pay interest on or to refinance our indebtedness depends on our future performance, which is subject to economic, financial, competitive and other factors beyond our control. Our failure to repay or refinance our 2024 Notes may trigger an event of default under our Senior Secured 2028 Notes. If, however, our Senior Secured 2028 Notes are accelerated and any such payment default thereunder is cured or waived, such acceleration will trigger an event of default under our 2028 Notes unless such acceleration shall not, after the expiration of any applicable grace period, have been rescinded or annulled, or our Senior Secured 2028 Notes are not paid or discharged, as the case may be, then the trustee under the indenture that governs our 2028 Notes or holders of at least 25% of the outstanding aggregate principal amount of such 2028 Notes may accelerate 100% of the principal thereof and accrued and unpaid interest thereon. There is substantial doubt about our ability to continue as a going concern and our ability to generate sufficient funds from operations to service our debt and meet our business needs, such as funding working capital. Our business may not generate cash flow from operations in the future sufficient to service our debt, including paying off the principal when due, and make necessary capital expenditures. The respective conversion prices of our unsecured convertible notes are significantly higher than the prevailing market prices for our common stock, and our stock price would have to increase significantly in order for holders to convert our notes prior to maturity. If we are unable to generate cash flow necessary to service or repay our debt at maturity, we may be required to adopt one or more alternatives, including, but not limited to, selling assets, restructuring debt or obtaining additional equity capital on terms that may be onerous or highly dilutive. Our ability to refinance our indebtedness will depend on the capital markets and our financial condition at such time, and the terms of any such refinancing may be less favorable to us than the terms of our current indebtedness. We may not be able to engage in any of these activities or engage in these activities on desirable terms, which could result in a default on our debt obligations. For additional risks related to our convertible debt, see the description of risks under the heading “Risks related to our indebtedness.”

We expect to continue incurring significant losses, and we may not successfully execute our plan to achieve or sustain profitability.

We have incurred substantial losses since our inception. For the nine months ended September 30, 2023 and 2022, we had net losses of $1.3 billion and $3.0 billion, respectively. For the years ended December 31, 2022, 2021 and 2020, our net losses were $3.1 billion, $379.0 million and $602.2 million, respectively. At September 30, 2023, our accumulated deficit was $6.2 billion. We expect to continue to incur significant losses as we invest in our business. We incurred research and development expenses of $184.1 million and $330.6 million for the nine months ended September 30, 2023 and 2022, respectively, and selling and marketing expenses of $127.2 million

and $172.1 million for the nine months ended September 30, 2023 and 2022, respectively. We incurred research and development expenses of $402.1 million, $416.1 million and $240.6 million in 2022, 2021 and 2020, respectively, and selling and marketing expenses of $218.9 million, $225.9 million and $168.3 million in 2022, 2021 and 2020, respectively. Since 2021, widespread inflationary pressures were experienced across global economies, resulting in higher costs for our raw materials, non-material costs, labor and other business costs, and significant increases in the future could adversely affect our results of operations. In addition, as a result of the integration of acquired businesses, we may be subject to unforeseen or additional expenditures, costs or liabilities, including costs and potential liabilities associated with litigation. Our prior losses and expected future losses have had and may continue to have an adverse effect on our stockholders’ equity, working capital and stock price. Our failure to achieve and sustain profitability in the future would negatively affect our business, financial condition, results of operations and cash flows, and could cause the market price of our common stock to decline.

We began operations in January 2010 and commercially launched our initial assay in late November 2013. Our prospects must be considered in light of the risks and difficulties frequently encountered by companies in a similar stage of development, particularly companies in new and rapidly evolving markets such as ours. These risks include an evolving and unpredictable business model and the management of growth. To address these risks, we must, among other things, increase our customer base; continue to implement and successfully execute our business and marketing strategy; successfully enter into other strategic collaborations or relationships; obtain access to capital on acceptable terms and effectively utilize that capital; identify, attract, hire, retain, motivate and successfully integrate employees; continue to expand, automate and upgrade our laboratory, technology and data systems; obtain, maintain and expand coverage and reimbursement by healthcare payers; obtain and maintain sufficient payment by partners, institutions and individuals; provide rapid test turnaround times with accurate results at low prices; provide superior customer service; and respond to competitive developments. We cannot assure you that we will be successful in addressing these risks, and the failure to do so could have a material adverse effect on our business, prospects, financial condition and results of operations.

Our strategic realignment and the associated headcount reduction have significantly changed our business, resulted in significant expense, may not result in anticipated savings, and has and will continue to disrupt our business.

On July 18, 2022, we initiated a strategic realignment of our operations and began implementing cost reduction programs. See Note 10, "Restructuring, impairment and other costs" and the "Strategic Realignment" section of Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations for additional information. The balances include the impact of decisions undertaken in 2023 related to certain of the Company's long-lived assets including developed technologies. Actual costs may be higher than we expect. We may not realize, in full or in part, the anticipated benefits, savings and improvements in our cost structure from our realignment efforts due to difficulties, delays or unexpected costs. If we are unable to realize the expected operational efficiencies and cost savings from the restructuring, our operating results and financial condition would be adversely affected. For example, our divestiture activities may divert management’s attention from our core business operations, result in significant write-offs and other charges, and have an adverse effect on existing relationships with partners, customers, patients and third-party payers. We have also terminated early, changed the scope of, or may not be able to perform under certain contracts as a result of our realignment efforts, and we could incur significant liability if we do not successfully negotiate wind-down provisions or new terms. For example, we have informed certain contractual counterparties that we will not be able to perform under our companion diagnostic development agreements. Any of these or other events could adversely affect our financial condition and results of operations. In addition, we may not be able to retain qualified personnel, which may negatively affect our infrastructure and operations or result in a loss of employees and reduced productivity among remaining employees. For example, our turnaround times in returning test results increased recently. Further, the realignment may yield unintended consequences, such as attrition beyond our intended workforce reduction, reduced employee morale, loss of customers or partners, and other adverse effects on our business.

If our management is unable to successfully manage this transition, or if we are required to take additional actions in order to support our business objectives, our expenses may be more than expected and may vary significantly from period to period and we may be unable to implement our business strategy. As a result, our future financial performance, operations, and prospects would be negatively affected.

We rely on highly skilled personnel in a broad array of disciplines and, if we are unable to hire, retain or motivate these individuals, or maintain our corporate culture, we may not be able to maintain the quality of our services or grow effectively.

Our performance, including our research and development programs and laboratory operations, largely depend on our continuing ability to identify, hire, develop, motivate and retain highly skilled personnel for all areas of our organization, including software developers, geneticists, biostatisticians, certified laboratory scientists and other scientific and technical personnel to process and interpret our genetic tests. In addition, we may need to continue to expand our sales force with qualified and experienced personnel. In July 2022, we initiated a strategic realignment of our operations and began implementing cost reduction programs that reduced our workforce by approximately 1,000 employees. This reduction in workforce has and will continue to result in the loss of institutional knowledge and expertise and the reallocation of and combination of certain roles and responsibilities across the organization, all of which could adversely affect our operations. Further, the realignment has and may continue to yield unintended consequences, such as attrition beyond our intended workforce reduction and reduced employee morale. Competition in our industry for qualified employees is intense, and we may not be able to attract or retain qualified personnel in the future due to the competition for qualified personnel among life science and technology businesses as well as universities and public and private research institutions, particularly in the San Francisco Bay Area. In addition, our compensation arrangements, such as our equity award programs, may not always be successful in attracting new employees and retaining and motivating our existing employees. If the value of our common stock declines significantly, and remains depressed, as it has in the recent past, or if we do not have enough shares authorized to grant equity awards to new and existing employees, we may not be able to recruit and retain qualified employees. If we are not able to attract and retain the necessary personnel to accomplish our business objectives, we may experience constraints that could adversely affect our ability to scale our business and support our research and development efforts and our clinical laboratory. We believe that our corporate culture fosters innovation, creativity and teamwork. However, as our organization grows and evolves, we may find it increasingly difficult to maintain the beneficial aspects of our corporate culture. This could negatively impact our ability to retain and attract employees and our future success.

If third-party payers, including managed care organizations, private health insurers and government health plans, do not provide adequate reimbursement for our tests or we are unable to comply with their requirements for reimbursement, our commercial success could be negatively affected.

Our ability to increase the number of billable tests and our revenue will depend on our success achieving reimbursement for our tests from third-party payers. Reimbursement by a payer may depend on a number of factors, including a payer’s determination that a test is appropriate, medically necessary, and cost-effective, and/or whether the patient has received prior authorization.

Since each payer makes its own decision as to whether to establish a policy or enter into a contract to cover our tests, as well as the amount it will reimburse for a test, seeking these approvals is a time-consuming and costly process. In addition, the determination by a payer to cover and the amount it will reimburse for our tests will likely be made on an indication-by-indication basis. To date, we have obtained policy-level reimbursement approval or contractual reimbursement for some indications for our germline tests from most of the large commercial third-party payers in the United States, and the Centers for Medicare & Medicaid Services, or CMS, provides reimbursement for our multi-gene tests for hereditary breast and ovarian cancer-related disorders as well as colon cancer. We believe that establishing adequate reimbursement from Medicare is an important factor in gaining adoption from healthcare providers. Our claims for reimbursement from third-party payers may be denied upon submission, and we must appeal the claims. The appeals process is time consuming and expensive and may not result in payment. In cases where there is not a contracted rate for reimbursement, there is typically a greater coinsurance or copayment requirement from the patient, which may result in further delay or decreased likelihood of collection.

In cases where we have established reimbursement rates with third-party payers, we face additional challenges in complying with their procedural requirements for reimbursement. These requirements often vary from payer to payer, and we have needed additional time and resources to comply with them. We have also experienced, and may continue to experience, delays in or denials of coverage if we do not adequately comply with these requirements. Our third-party payers have also requested, and in the future may request, audits of the amounts paid to us. We have been required to repay certain amounts to payers as a result of such audits, and we could be adversely affected if we are required to repay other payers for alleged overpayments due to lack of compliance with their reimbursement policies. In addition, we have experienced, and may continue to experience, delays in reimbursement when we transition to being an in-network provider with a payer.

We expect to continue to focus our resources on increasing adoption of, and expanding coverage and reimbursement for, our current tests and any future tests we may develop or acquire. If we fail to expand and maintain broad adoption of, and coverage and reimbursement for, our tests, our ability to generate revenue could be harmed and our future prospects and our business could suffer.

We need to scale our infrastructure in advance of demand for our tests and other services, and our failure to generate sufficient demand for our tests and other services would have a negative impact on our business and our ability to attain profitability.

Our success depends in large part on our ability to extend our market position, to develop new services, to provide customers with high-quality test reports quickly and at a lower price than our competitors, and to achieve sufficient test volume to realize economies of scale. In order to execute our business model, we intend to continue to invest heavily in order to significantly scale our infrastructure, including our testing capacity and information systems, expand our commercial operations, customer service, billing and systems processes and enhance our internal quality assurance program. We expect that much of this infrastructure growth will be in advance of demand for our tests and other services. Many of our current and future expense levels are fixed. Because the timing and amount of revenue from our services is difficult to forecast, when revenue does not meet our expectations, we may not be able to adjust our spending promptly or reduce our spending to levels commensurate with our revenue. Even if we are able to successfully scale our infrastructure and operations, we cannot assure you that demand for our services will increase at levels consistent with the growth of our infrastructure. If we fail to generate demand commensurate with this growth or if we fail to scale our infrastructure sufficiently in advance of demand to successfully meet such demand, our business, prospects, financial condition and results of operations could be adversely affected.

The global macroeconomic environment could negatively impact our business, our financial position and our results of operations.

Adverse macroeconomic developments, including inflation, slowing growth, rising interest rates, or recession, may adversely affect our business and financial condition. These developments have caused, and could in the future cause, disruptions and volatility in global financial markets and increased rates of default and bankruptcy, and negatively affect business and consumer spending. Adverse economic conditions have and may continue to increase the costs of operating our business, including vendor, supplier and workforce expenses, and may limit our access to capital or may significantly increase our cost of capital. Management continues to evaluate the impact of macroeconomic events, including inflation, on our business and our future plans and intends to take appropriate measures to help alleviate their impact, but there can be no assurance that these efforts will be successful. A weak or declining economy also could strain our suppliers, possibly resulting in supply disruption, or cause our customers to delay making payments for our services. A severe or prolonged economic downturn, such as the global financial crisis, could also reduce our ability to raise additional capital when needed on acceptable terms, if at all. Presently, we have customers who have been adversely affected by Russia's invasion of Ukraine, and we have experienced some disruption in our engineering productivity as we have sought to assist contractors in both Ukraine and Russia who have been dislocated or who have chosen to flee Russia. Likewise, the capital and credit markets have been and may continue to be adversely affected by the invasion, the possibility of a wider European or global conflict, and global sanctions imposed in response to the invasion. We cannot predict the future trajectory of these risks, including how the macroeconomic environment will evolve or how it will continue to impact us.

Specifically, difficult macroeconomic conditions, such as cost inflation, decreases in per capita income and level of disposable income, increased and prolonged unemployment or a decline in consumer confidence as a result of COVID-19 or otherwise, as well as limited or significantly reduced points of access of our tests, could have a material adverse effect on the demand for our tests. Under difficult economic conditions, consumers may seek to reduce discretionary spending by forgoing our tests. Decreased demand for our tests, particularly in the United States, has negatively affected and could continue to negatively affect our overall financial performance.

Adverse developments affecting the financial services industry could adversely affect our current and projected business operations and our financial condition and results of operations.

Adverse developments that affect financial institutions have in the past and may in the future lead to bank failures and market-wide liquidity problems. For example, Silicon Valley Bank (“SVB”), Signature Bank and Silvergate Capital Corp. were each placed into receivership in March 2023. In addition, on May 1, 2023, the Federal Deposit Insurance Corporation (“FDIC”) seized First Republic Bank and sold its assets to JPMorgan Chase & Co. Widespread demands for customer withdrawals or other liquidity demands may exceed other banks' access to cash

and similarly be placed into receivership or sold. Additionally, it is uncertain whether the U.S. Department of Treasury, FDIC and Federal Reserve Board will provide access to uninsured funds in the future in the event of the closure of other banks or financial institutions, or that they would do so in a timely fashion.

While we have not experienced any material impact to our liquidity or to our current and projected business operations, financial condition or results of operations as a result of these matters, uncertainty remains over liquidity concerns in the broader financial services industry, and our business, our business partners or industry as a whole may be adversely impacted in ways that we cannot predict at this time.

Although we assess our banking relationships as we believe necessary or appropriate, our access to cash in amounts adequate to finance or capitalize our current and projected future business operations could be significantly impaired by factors that affect the financial institutions with which we have banking relationships. These factors could include, among others, events such as liquidity constraints or failures, the ability to perform obligations under various types of financial, credit or liquidity agreements or arrangements, disruptions or instability in the financial services industry or financial markets, or concerns or negative expectations about the prospects for companies in the financial services industry. These factors could also include factors involving financial markets or the financial services industry generally. The results of events or concerns that involve one or more of these factors could include a variety of material and adverse impacts on our current and projected business operations and our financial condition and results of operations. These could include, but may not be limited to, delayed access to deposits or other financial assets or the uninsured loss of deposits or other financial assets; or termination of cash management arrangements and/or delays in accessing or actual loss of funds subject to cash management arrangements.

In addition, widespread investor concerns regarding the U.S. or international financial systems could result in less favorable commercial financing terms, including higher interest rates or costs and tighter financial and operating covenants, or systemic limitations on access to credit and liquidity sources, thereby making it more difficult for us to acquire financing on acceptable terms or at all. Any decline in available funding or access to our cash and liquidity resources could, among other risks, adversely impact our ability to meet our operating expenses, financial obligations or fulfill our other obligations, result in breaches of our financial and/or contractual obligations or result in violations of federal or state wage and hour laws. Any of these impacts, or any other impacts resulting from the factors described above or other related or similar factors not described above, could have material adverse impacts on our liquidity and our current and/or projected business operations and financial condition and results of operations.

We maintain our cash at financial institutions in balances that exceed federally insured limits.

We maintain the majority of our cash and cash equivalents in accounts at banking institutions in the United States that we believe are of high quality. Cash held in these accounts often exceed the FDIC insurance limits. If such banking institutions were to fail, we could lose all or a portion of amounts held in excess of such insurance limitations. As noted above, the FDIC recently took control of SVB, Signature Bank, Silvergate Capital Corp and First Republic Bank. While we did have an account at SVB, our deposits were not affected as a result of such change. In the event of failure of any of the financial institutions where we maintain our cash and cash equivalents, there can be no assurance that we would be able to access uninsured funds in a timely manner or at all. Any inability to access or delay in accessing these funds could adversely affect our business and financial position.

We hold a significant amount of marketable securities in U.S. Treasury notes and U.S. government agency securities.

At September 30, 2023 and December 31, 2022, we had $168.1 million and $267.5 million, respectively, of cash, cash equivalents, and restricted cash and marketable securities of $96.6 million and $289.6 million, respectively. Our marketable securities are held primarily in the form of U.S. Treasury notes and U.S. government agency securities, and the value of our marketable securities could decline.

We face intense competition, which is likely to intensify further as existing competitors devote additional resources to, and new participants enter, the markets in which we operate. If we cannot compete successfully, we may be unable to increase our revenue or achieve and sustain profitability.

With the development of next generation sequencing, the clinical genetics market is becoming increasingly competitive, and we expect this competition to intensify in the future. We face competition from a variety of sources, including:

•dozens of relatively specialized competitors focused on genetics applied to healthcare, such as Ambry Genetics Corporation, a subsidiary of Realm IDx.; Athena Diagnostics, Inc. and Blueprint Genetics, subsidiaries of Quest Diagnostics Incorporated (“Quest Diagnostics”); Baylor-Miraca Genetics Laboratories LLC; Caris Life Sciences, Inc.; Centogene AG; Color Health, Inc.; Connective Tissue Gene Test LLC, a subsidiary of Health Network Laboratories, L.P.; Cooper Surgical, Inc.; Emory Genetics Laboratory, a subsidiary of Eurofins Scientific; Foundation Medicine, Inc., a subsidiary of Roche Holding AG; Fulgent Genetics, Inc.; Guardant Health, Inc.; Integrated Genetics, Sequenom Inc., Correlagen Diagnostics, Inc., and MNG Laboratories, subsidiaries of Laboratory Corporation of America Holdings (“Labcorp”); Myriad Genetics, Inc.; Natera, Inc. (“Natera”); Perkin-Elmer, Inc.; and GeneDx Holdings Corp (f/k/a Sema4 Holdings Corp); as well as other commercial and academic laboratories;

•a few large, established general testing companies with large market share and significant channel power, such as Labcorp and Quest Diagnostics;

•a large number of clinical laboratories in an academic or healthcare provider setting that perform clinical genetic testing on behalf of their affiliated institutions and often sell and market more broadly; and

•a large number of new entrants into the market for genetic information ranging from informatics and analysis pipeline developers to focused, integrated providers of genetic tools and services for health and wellness including Illumina, which is also one of our suppliers.

Hospitals, academic medical centers and eventually physician practice groups and individual clinicians may also seek to perform at their own facilities the type of genetic testing we would otherwise perform for them. In this regard, continued development of equipment, reagents, and other materials as well as databases and interpretation services may enable broader direct participation in genetic testing and analysis.

Participants in closely related markets such as clinical trial or companion diagnostic testing could converge on offerings that are competitive with the type of tests we perform. Instances where potential competitors are aligned with key suppliers or are themselves suppliers could provide such potential competitors with significant advantages.

In addition, the biotechnology and genetic testing fields are intensely competitive both in terms of service and price, and continue to undergo significant consolidation, permitting larger clinical laboratory service providers to increase cost efficiencies and service levels, resulting in more intense competition.

We also face competition as a result of our 2021 acquisition of Ciitizen. Ciitizen competes with companies in the patient data platform business, including, among others, PicnicHealth, All Stripes Research Inc., Seqster PDM, Inc., Apple Inc. ("Apple"), Flatiron Health, Inc.

We believe the principal competitive factors in our market are:

•breadth and depth of content;

•quality;

•reliability;

•accessibility of results;

•turnaround time of testing results;

•price and quality of tests;

•coverage and reimbursement arrangements with third-party payers;

•convenience of testing;

•brand recognition of test provider;

•additional value-added services and informatics tools;

•client service; and

•quality of website content.

Many of our competitors and potential competitors have longer operating histories, larger customer bases, greater brand recognition and market penetration, higher margins on their tests, substantially greater financial, technological and research and development resources, selling and marketing capabilities, lobbying efforts, and more experience dealing with third-party payers. As a result, they may be able to respond more quickly to changes

in customer requirements, devote greater resources to the development, promotion and sale of their tests than we do, sell their tests at prices designed to win significant levels of market share, or obtain reimbursement from more third-party payers and at higher prices than we do. We may not be able to compete effectively against these organizations. Increased competition and cost-saving initiatives on the part of governmental entities and other third-party payers are likely to result in pricing pressures, which could harm our sales, profitability or ability to gain market share. In addition, competitors may be acquired by, receive investments from or enter into other commercial relationships with larger, well-established and well-financed companies as use of next generation sequencing for clinical diagnosis and preventative care increases. Certain of our competitors may be able to secure key inputs from vendors on more favorable terms, devote greater resources to marketing and promotional campaigns, adopt more aggressive pricing policies and devote substantially more resources to website and systems development than we can. In the past, our competitors have been successful in recruiting our employees and may continue to recruit qualified employees from us. In addition, companies or governments that control access to genetic testing through umbrella contracts or regional preferences could promote our competitors or prevent us from performing certain services. Some of our competitors have obtained approval or clearance for certain of their tests from the FDA. If payers decide to reimburse only for tests that are FDA-approved or FDA-cleared, or if they are more likely to reimburse for such tests, we may not be able to compete effectively unless we obtain similar approval or clearance for our tests. If we are unable to compete successfully against current and future competitors, we may be unable to increase market acceptance and sales of our tests, which could prevent us from increasing our revenue or achieving profitability and could cause our stock price to decline.

Security breaches, privacy issues, loss of data and other incidents could compromise sensitive or personal information related to our business or prevent us from accessing critical information and expose us to liability, which could adversely affect our business and our reputation.

In the ordinary course of our business, we collect and store sensitive data, including protected health information, or PHI, personally identifiable information, genetic information, credit card information, intellectual property and proprietary business information owned or controlled by ourselves or our customers, payers and other parties. We manage and maintain our applications and data utilizing a combination of on-site systems, managed data center systems and cloud-based systems. We also communicate PHI and other sensitive patient data through our various customer tools and platforms. In addition to storing and transmitting sensitive data that is subject to multiple legal protections, these applications and data encompass a wide variety of business-critical information including research and development information, commercial information, and business and financial information. We face a number of risks relative to protecting this critical information, including loss of access risk, inappropriate disclosure, inappropriate modification, and the risk of our being unable to adequately monitor and modify our controls over our critical information. Any technical problems that may arise in connection with our data and systems, including those that are hosted by third-party providers, could result in interruptions to our business and operations or exposure to security vulnerabilities. These types of problems may be caused by a variety of factors, including infrastructure changes, intentional or accidental human actions or omissions, software errors, malware, viruses, security attacks, ransomware fraud, spikes in customer usage and denial of service issues. There continues to be a significant level of ransomware and cyber security attacks related to the ongoing conflict between Russia and Ukraine, which could result in substantial harm to internal systems necessary for running our critical operations and revenue generating services.

The secure processing, storage, maintenance and transmission of this critical information are vital to our operations and business strategy, and we devote significant resources to protecting such information. Although we take what we believe to be reasonable and appropriate measures, including a formal, dedicated enterprise security program, to protect sensitive information from various compromises (including unauthorized access, disclosure, or modification or lack of availability), our information technology and infrastructure may be vulnerable to attacks by hackers or viruses or breached due to employee error, malfeasance or other disruptions. For example, we have been subject to phishing incidents in the past, and we may experience additional incidents in the future. Any such breach or interruption could compromise our networks, and the information stored therein could be accessed by unauthorized parties, altered, publicly disclosed, lost or stolen.

Unauthorized access, loss or dissemination could also disrupt our operations including our ability to conduct our analyses, provide test results, bill payers or patients, process claims and appeals, provide customer assistance, conduct research and development activities, collect, process and prepare company financial information, provide information about our tests and other patient and physician education and outreach efforts through our website, and manage the administrative aspects of our business.

In addition to data security risks, we face privacy risks. Should we actually violate, or be perceived to have violated, any privacy commitments we make to patients or consumers, we could be subject to a complaint from an

affected individual or interested privacy regulator, such as the U.S. Department of Health and Human Services (HHS) Office for Civil Rights (OCR), the FTC, a state Attorney General, an EU Member State Data Protection Authority, or a data protection authority in another international jurisdiction. This risk is heightened given the sensitivity of the data we collect.

Any security compromise that causes an apparent privacy violation could also result in legal claims or proceedings and liability and penalties under federal, state, foreign, or multinational laws that regulate the privacy, security, or breach of personal information, such as but not limited to HIPAA, HITECH, the FTC Act, state UDAP data security and data breach notification laws, the GDPR and the UK Data Protection Act of 2018.

There has been unprecedented activity in the development of data protection regulation around the world. As a result, the interpretation and application of consumer, health-related and data protection laws in the United States, Europe and elsewhere are often uncertain, contradictory and in flux. The GDPR took effect in May 2018. The GDPR applies to any entity established in the EU as well as extraterritorially to any entity outside the EU that offers goods or services to, or monitors the behavior of, individuals who are located in the EU. Among other requirements, the GDPR imposes strict rules on controllers and processors of personal data, including enhanced protections for “special categories” of personal data, which includes sensitive information such as health and genetic information of data subjects. Maximum penalties for violations of the GDPR are capped at 20.0 million euros or 4% of an organization’s annual global revenue, whichever is greater.

Additionally, the implementation of GDPR has led other jurisdictions to either amend or propose legislation to amend their existing data privacy and cybersecurity laws to resemble the requirements of GDPR. For example, in June 2018, California adopted the California Consumer Privacy Act of 2018, or the CCPA. The CCPA, is a comprehensive consumer privacy law that took effect in January 2020 and was further amended as of January 1, 2023. The CCPA regulates how certain for-profit businesses that meet one or more CCPA applicability thresholds collect, use, and disclose the personal information of natural persons who reside in California. The CCPA does not apply to personal information that is PHI under HIPAA. The CCPA also does not apply to a HIPAA-regulated entity to the extent that the entity maintains patient information in the same manner as PHI. In addition, de-identified data as defined under HIPAA is also exempt from the CCPA. Accordingly, we do not have CCPA compliance obligations with respect to most genetic testing and patient information we collect and process. However, we are required to comply with the CCPA insofar as we collect other categories of California consumers’ personal information.

Several other states in the United States have either recently enacted or are currently considering similar consumer data privacy laws, which could impact our operations if enacted. Some observers have noted that the CCPA could mark the beginning of a trend toward more stringent privacy legislation in the United States, which could increase our potential liability and adversely affect our business, results of operations, and financial condition.

It is possible the GDPR, CCPA and other emerging United States and international data protection laws may be interpreted and applied in a manner that is inconsistent with our practices. If so, this could result in government-imposed fines or orders requiring that we change our practices, which could adversely affect our business. In addition, these privacy laws and regulations may differ from country to country and state to state, and our obligations under these laws and regulations vary based on the nature of our activities in the particular jurisdiction, such as whether we collect samples from individuals in the local jurisdiction, perform testing in the local jurisdiction, or process personal information regarding employees or other individuals in the local jurisdiction. Complying with these various laws and regulations could cause us to incur substantial costs or require us to change our business practices and compliance procedures in a manner adverse to our business. We can provide no assurance that we are or will remain in compliance with diverse privacy and data security requirements in all of the jurisdictions in which we do business. In addition, in July 2023, the SEC adopted rules generally requiring the disclosure of information about a material cybersecurity incident on Form 8-K within four business days of determining that the incident is material, once the rules become effective. Additionally, these rules require disclosures describing the processes used to identify, assess and manage cybersecurity risks, management's role in assessing and managing material risks from cybersecurity threats and the board of directors' role in overseeing cybersecurity risks. Failure to comply with privacy, breach notification and data security requirements could result in a variety of consequences, including civil or criminal penalties, litigation, or damage to our reputation, any of which could have a material adverse effect on our business.

If we are not able to continue to generate substantial demand for our tests, our commercial success will be negatively affected.

Our business model assumes that we will be able to generate significant test volume, and we may not succeed in continuing to drive adoption of our tests to achieve sufficient volumes. Inasmuch as detailed genetic data from broad-based testing panels such as our tests have only recently become available at relatively affordable

prices, the continued pace and degree of clinical acceptance of the utility of such testing is uncertain. Specifically, it is uncertain how much genetic data will be accepted as necessary or useful, as well as how detailed that data should be, particularly since medical practitioners may have become accustomed to genetic testing that is specific to one or a few genes. Given the substantial amount of additional information available from a broad-based testing panel such as ours, there may be distrust as to the reliability of such information when compared with more limited and focused genetic tests. To generate further demand for our tests, we will need to continue to make clinicians aware of the benefits of our tests, including the price, the breadth of our testing options, and the benefits of having additional genetic data available from which to make treatment decisions. A lack of or delay in clinical acceptance of broad-based panels such as our tests would negatively impact sales and market acceptance of our tests and limit our revenue growth and potential profitability. Genetic testing can be expensive and many potential customers may be sensitive to pricing. In addition, potential customers may not adopt our tests if adequate reimbursement is not available, or if we are not able to maintain low prices relative to our competitors. Also, we may not be successful in increasing demand for our tests through our direct channel, in which we facilitate the ordering of our genetic tests by consumers through an online network of physicians.

If we are not able to generate demand for our tests at sufficient volume, or if it takes significantly more time to generate this demand than we anticipate, our business, prospects, financial condition and results of operations could be materially harmed.

We have devoted a portion of our resources to research and development activities related to our Personalized Cancer Monitoring, or PCM, service for cancer monitoring. The demand for this service is unproven, and we may not be successful in achieving market awareness and demand for these services through our sales and marketing operations.

Our success will depend on our ability to use rapidly changing genetic data to interpret test results accurately and consistently, and our failure to do so would have an adverse effect on our operating results and business, harm our reputation and could result in substantial liabilities that exceed our resources.

Our success depends on our ability to provide reliable, high-quality tests that incorporate rapidly evolving information about the role of genes and gene variants in disease and clinically relevant outcomes associated with those variants. Errors, such as failure to detect genomic variants with high accuracy, or mistakes, such as failure to identify, or incompletely or incorrectly identifying, gene variants or their significance, could have a significant adverse impact on our business.

Hundreds of genes can be implicated in some disorders, and overlapping networks of genes and symptoms can be implicated in multiple conditions. As a result, a substantial amount of judgment is required in order to interpret testing results for an individual patient and to develop an appropriate patient report. We classify variants in accordance with published guidelines as benign, likely benign, variants of uncertain significance, likely pathogenic or pathogenic, and these guidelines are subject to change. In addition, it is our practice to offer support to clinicians and geneticists ordering our tests regarding which genes or panels to order as well as interpretation of genetic variants. We also rely on clinicians to interpret what we report and to incorporate specific information about an individual patient into the physician’s treatment decision.

The marketing, sale and use of our genetic tests could subject us to liability for errors in, misunderstandings of, or inappropriate reliance on, information we provide to clinicians, geneticists or patients, and has led and may lead to claims against us if someone were to allege that a test failed to perform as it was designed, if we failed to correctly interpret the test results, if we failed to update the test results due to a reclassification of the variants according to new published guidelines, or if the ordering physician were to misinterpret test results or improperly rely on them when making a clinical decision. In addition, the reproductive health and pharmacogenetic testing markets expose us to increased liability. A product liability or professional liability claim could result in substantial damages and be costly and time-consuming for us to defend. Although we maintain liability insurance, including for errors and omissions, we cannot assure you that such insurance would fully protect us from the financial impact of defending against these types of claims or any judgments, fines or settlement costs arising out of any such claims. Any liability claim, including an errors and omissions liability claim, brought against us, with or without merit, could increase our insurance rates or prevent us from securing insurance coverage in the future. Additionally, any liability lawsuit could cause injury to our reputation or cause us to suspend sales of our tests. The occurrence of any of these events could have an adverse effect on our reputation and results of operations.

Our industry is subject to rapidly changing technology and new and increasing amounts of scientific data related to genes and genetic variants and their role in disease. Our failure to develop tests to keep pace with these changes could make us obsolete.

In recent years, there have been numerous advances in methods used to analyze very large amounts of genomic information and the role of genetics and gene variants in disease and treatment therapies. Our industry has and will continue to be characterized by rapid technological change, increasingly larger amounts of data, frequent new testing service introductions and evolving industry standards, all of which could make our tests obsolete. Our future success will also depend on our ability to keep pace with the evolving needs of our customers on a timely and cost-effective basis and to pursue new market opportunities that develop as a result of technological and scientific advances. Our tests could become obsolete and our business adversely affected unless we continually update our offerings to reflect new scientific knowledge about genes and genetic variations and their role in diseases and treatment therapies.

Our success will depend in part on our ability to generate sales using our internal sales team and through alternative marketing strategies.

We may not be able to market or sell our current tests and any future tests we may develop or acquire effectively enough to drive demand sufficient to support our business. We currently sell our tests primarily through our internal sales force. Historically, our sales efforts have been focused primarily on hereditary cancer and more recently on reproductive health. Our efforts to sell our tests to clinicians and patients outside of oncology may not be successful, or may be difficult to do successfully without significant additional selling and marketing efforts and expense. In addition to the efforts of our sales force, future sales will depend in large part on our ability to develop and substantially expand awareness of our company and our tests through alternative strategies including through education of key opinion leaders, through social media-related and online outreach, education and marketing efforts, and through focused channel partner strategies designed to drive demand for our tests. We also may continue to spend on consumer advertising in connection with our direct channel to consumers, which could be costly. We have limited experience implementing these types of marketing efforts. We may not be able to drive sufficient levels of revenue using these sales and marketing methods and strategies necessary to support our business, and our failure to do so could limit our revenue and potential profitability.

We also use a limited number of distributors to assist internationally with sales, logistics, education and customer support. Sales practices utilized by our distributors that are locally acceptable may not comply with sales practices standards required under U.S. laws that apply to us, which could create additional compliance risk. If our sales and marketing efforts are not successful outside the United States, we may not achieve significant market acceptance for our tests outside the United States, which could adversely impact our business.

Impairment in the value of our intangible assets has and may in the future have a material adverse effect on our operating results and financial condition.

We record intangible assets at fair value upon the acquisition of a business. Indefinite-lived intangible assets are evaluated for impairment annually, or more frequently if conditions warrant, by comparing the carrying value of a reporting unit to its estimated fair value. Intangible assets with definite lives are reviewed for impairment when events or circumstances indicate that their carrying value may not be recoverable. Declines in operating results, divestitures, sustained market declines and other factors that impact the fair value of our reporting unit has and may in the future result in an impairment of intangible assets and, in turn, a charge to net income.

For instance, during the three months ended September 30, 2023, we recognized a non-cash impairment charge of $788.7 million on our definite-lived intangible assets, which is included in restructuring, impairment and other costs in the condensed consolidated statements of operations. See Note 4, "Intangible assets, net" and Note 10, "Restructuring, impairment and other costs" for additional information.

We rely on a limited number of suppliers or, in some cases, sole suppliers, for some of our laboratory instruments, materials and services, and we may not be able to find replacements or immediately transition to alternative suppliers.

We rely on a limited number of suppliers, or, in some cases, sole suppliers, including Illumina, Integrated DNA Technologies Incorporated, QIAGEN N.V., Roche Holdings Ltd. and Twist Bioscience Corporation for certain laboratory substances used in the chemical reactions incorporated into our processes, which we refer to as reagents, as well as sequencers and other equipment and materials which we use in our laboratory operations. We do not have short- or long-term agreements with most of our suppliers, and our suppliers could cease supplying these materials and equipment at any time, or fail to provide us with sufficient quantities of materials or materials that meet our specifications. Our laboratory operations could be interrupted if we encounter delays or difficulties in securing these reagents, sequencers or other equipment or materials, and if we cannot obtain an acceptable substitute. Any such interruption could significantly affect our business, financial condition, results of operations and reputation. We rely on Illumina as the sole supplier of next generation sequencers and associated reagents and as

the sole provider of maintenance and repair services for these sequencers. Any disruption in Illumina’s operations could impact our supply chain and laboratory operations as well as our ability to conduct our tests, and it could take a substantial amount of time to integrate replacement equipment into our laboratory operations.

We believe that there are only a few other manufacturers that are currently capable of supplying and servicing the equipment necessary for our laboratory operations, including sequencers and various associated reagents. The use of equipment or materials provided by these replacement suppliers would require us to alter our laboratory operations. Transitioning to a new supplier would be time consuming and expensive, may result in interruptions in our laboratory operations, could affect the performance specifications of our laboratory operations or could require that we revalidate our tests. We cannot assure you that we will be able to secure alternative equipment, reagents and other materials, and bring such equipment, reagents and materials online and revalidate them without experiencing interruptions in our workflow. In the case of an alternative supplier for Illumina, we cannot assure you that replacement sequencers and associated reagents will be available or will meet our quality control and performance requirements for our laboratory operations. If we encounter delays or difficulties in securing, reconfiguring or revalidating the equipment and reagents we require for our tests, our business, financial condition, results of operations and reputation could be adversely affected.

We depend on our information technology systems, and any failure of these systems could harm our business.

We depend on information technology and telecommunications systems for significant elements of our operations, including our laboratory information management system, our bioinformatics analytical software systems, our database of information relating to genetic variations and their role in disease process and drug metabolism, our patient data platform, our clinical report optimization systems, our customer-facing web-based software, our customer reporting, and our various customer tools and platforms. We have installed, and expect to expand, a number of enterprise software systems that affect a broad range of business processes and functional areas, including for example, systems handling human resources, financial controls and reporting, customer relationship management, regulatory compliance and other infrastructure operations. In addition, we intend to extend the capabilities of both our preventative and detective security controls by augmenting the monitoring and alerting functions, the network design, and the automatic countermeasure operations of our technical systems. These information technology and telecommunications systems support a variety of functions, including laboratory operations, test validation, sample tracking, quality control, customer service support, billing and reimbursement, research and development activities, scientific and medical curation, and general administrative activities, including financial reporting.

Information technology and telecommunications systems are vulnerable to damage from a variety of sources, including telecommunications or network failures, malicious human acts and natural disasters. Moreover, despite network security and back-up measures, some of our servers are potentially vulnerable to physical or electronic break-ins, computer viruses and similar disruptive problems. Despite the precautionary measures we have taken to prevent unanticipated problems that could affect our information technology and telecommunications systems, failures or significant downtime of our information technology or telecommunications systems or those used by our third-party service providers could prevent us from conducting tests, preparing and providing reports to clinicians, billing payers, processing reimbursement appeals, handling physician or patient inquiries, conducting research and development activities, and managing the administrative and financial aspects of our business. Any disruption or loss of information technology or telecommunications systems on which critical aspects of our operations depend could have an adverse effect on our business and results of operations.

Technical problems have arisen, and may arise in the future, in connection with our data and systems, including those that are hosted by third-party providers, which have in the past and may in the future result in interruptions in our business and operations. These types of problems may be caused by a variety of factors, including infrastructure changes, human or software errors, viruses, security attacks, fraud, spikes in customer usage and denial of service issues. From time to time, large third-party web hosting providers have experienced outages or other problems that have resulted in their systems being offline and inaccessible. Such outages could materially impact our business and operations.

If our laboratories or other facilities become inoperable due to disasters, health epidemics or for any other reasons, we will be unable to perform our tests and our business will be harmed.

We perform all of our tests at our production facilities in San Francisco, California and in Iselin, New Jersey. Our laboratories and the equipment we use to perform our tests would be costly to replace and could require substantial lead time to replace and qualify for use. Our laboratories may be harmed or rendered inoperable or

inaccessible due to natural or man-made disasters, including earthquakes, hurricanes, flooding, fire and power outages, or by health epidemics, such as the COVID-19 pandemic, which may render it difficult or impossible for us to perform our tests for some period of time. This risk of natural disaster is especially high for us since we perform the majority of our tests at our San Francisco laboratory, which is located in an active seismic region, and we do not have a redundant facility to perform the same tests in the event our San Francisco laboratory is inoperable. The inability to perform our tests or the backlog that could develop if our laboratories are inoperable for even a short period of time may result in the loss of customers or harm our reputation. If a natural disaster were to damage one of our facilities significantly or if other events were to cause our operations to fail or be significantly curtailed, we may be unable to provide our services, or develop new services. Although we maintain insurance for damage to our property and the disruption of our business, this insurance may not cover all of our potential losses and may not continue to be available to us on acceptable terms, if at all.

Development of new tests is a complex process, and we may be unable to commercialize new tests on a timely basis, or at all.

We cannot assure you that we will be able to develop and commercialize new tests on a timely basis. Before we can commercialize any new tests, we will need to expend significant funds in order to:

•conduct research and development;

•further develop and scale our laboratory processes; and

•further develop and scale our infrastructure to be able to analyze increasingly larger and more diverse amounts of data.

Our testing service development process involves risk, and development efforts may fail for many reasons, including:

•failure of any test to perform as expected;

•lack of validation or reference data; or

•failure to demonstrate utility of a test.

As we develop tests, we will have to make significant investments in development, marketing and selling resources. In addition, competitors may develop and commercialize competing tests faster than we are able to do so.

Ethical, legal and social concerns related to the use of genetic information could reduce demand for our tests.

Genetic testing has raised ethical, legal and social issues regarding privacy rights and the appropriate uses of the resulting information. Governmental authorities could, for social or other purposes, limit or regulate the use of genetic information or genetic testing or prohibit testing for genetic predisposition to certain conditions, particularly for those that have no known cure. Similarly, these concerns may lead patients to refuse to use, or clinicians to be reluctant to order, genomic tests even if permissible. These and other ethical, legal and social concerns may limit market acceptance of our tests or reduce the potential markets for our tests, either of which could have an adverse effect on our business, financial condition or results of operations.

We have acquired businesses and assets that have caused and may in the future cause us to incur debt or significant expense.

Since 2017, we have acquired numerous companies. Acquisitions by us have, and may in the future, result in significant write-offs or the incurrence of debt and contingent liabilities, any of which could harm our operating results. Furthermore, as we experienced in the past, the loss of customers, payers, partners, suppliers or key management following the completion of any acquisitions by us could harm our business. In addition, as part of our strategic realignment, we have and may continue to divest assets acquired in previous acquisitions at substantial discounts to the price we paid, or without realizing the benefits we intended at the time of the acquisition. Changes in services, sources of revenue, and branding or rebranding initiatives may involve substantial costs and may not be favorably received by customers, resulting in an adverse impact on our financial results, financial condition and stock price. Integration of an acquired company or business also may require management’s time and resources that otherwise would be available for ongoing development of our existing business. We may also need to divert cash from other uses to fund these integration activities and these new businesses. In some instances, we have

not, and for future acquisitions, we may not realize the anticipated benefits of any acquisition, technology license, strategic alliance, joint venture or investment, or these benefits may take longer to realize than we expected.

In connection with certain of our completed acquisitions, we have agreed to pay cash and/or stock consideration that is contingent upon the achievement of specified objectives, such as development objectives, regulatory submissions, regulatory approvals and revenue related to certain products. As of the date of the applicable acquisition, we record a contingent liability representing the estimated fair value of the contingent consideration we expect to pay. On a quarterly basis, we reassess these obligations and, in the event our estimate of the fair value of the contingent consideration changes, we record increases or decreases in the fair value as an adjustment to operating expense, which has had and may in the future have a material impact on our results of operations. In addition, in connection with our strategic realignment, we have recently divested or sublicensed certain product offerings, technologies and assets that we had acquired in prior years, and may do so again in the future.

The market for patient data software is competitive, and our business will be adversely affected if we are unable to successfully compete.

The market for patient data software is competitive. Other than product innovation and access to healthcare data, there are no substantial barriers to entry in this market, and established or new entities may enter this market in the future. While software internally developed by enterprises represents indirect competition, we also compete directly with packaged application software vendors. In addition, we face actual or potential competition from larger companies such as Apple, and similar companies that may attempt to sell customer engagement software to their installed base.

We believe competition will continue to be substantial as current competitors increase the sophistication of their offerings and as new participants enter the market. Many of our current and potential competitors have longer operating histories, larger customer bases, broader brand recognition, and significantly greater financial, marketing and other resources. With more established and better-financed competitors, these companies may be able to undertake more extensive marketing campaigns, adopt more aggressive pricing policies, and make more attractive offers to businesses to induce them to use their products or services. If we are unable to compete successfully, our business will be adversely affected.

Our international business exposes us to business, regulatory, political, operational, financial and economic risks associated with doing business outside of the United States.

Doing business internationally involves a number of risks, including:

•multiple, conflicting and changing laws and regulations such as privacy regulations, tax laws, export and import restrictions, employment laws, regulatory requirements, and other governmental approvals, permits and licenses;

•failure by us or our distributors to obtain regulatory approvals for the use of our tests in various countries;

•complexities and difficulties in obtaining protection and enforcing our intellectual property;

•difficulties in staffing and managing foreign operations;

•complexities associated with managing multiple payer reimbursement regimes, government payers or patient self-pay systems;

•logistics and regulations associated with shipping samples, including infrastructure conditions, customs and transportation delays;

•limits on our ability to penetrate international markets if we do not to conduct our tests locally;

•natural disasters and outbreaks of disease;

•political and economic instability, including wars such as the current conflict in Ukraine, terrorism and political unrest, boycotts, curtailment of trade, government sanctions and other business restrictions;

•inflationary pressures, such as those the global market is currently experiencing, which have and may increase costs for materials, supplies, and services; and

•regulatory and compliance risks that relate to maintaining accurate information and control over activities that may fall within the purview of the U.S. Foreign Corrupt Practices Act, or FCPA, its books and records provisions, or its anti-bribery provisions.

Any of these factors could significantly harm our international operations and, consequently, our revenue and results of operations.

In addition, applicable export or import laws and regulations such as prohibitions on the export of samples imposed by countries outside of the United States, or international privacy or data restrictions that are different or more stringent than those of the United States, may require that we build additional laboratories or engage in joint ventures or other business partnerships in order to offer our tests internationally in the future. Any such restrictions would impair our ability to offer our tests in such countries and could have an adverse effect on our business, financial condition and results of operations.

Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited.

As of September 30, 2023, we have substantial deferred tax assets consisting of federal and state net operating losses and tax credit carryforwards. At December 31, 2022, our total gross deferred tax assets were $795.5 million. Due to our lack of earnings history and uncertainties surrounding our ability to generate future taxable income, our net deferred tax assets have been fully offset by a valuation allowance. Under Section 382 of the Internal Revenue Code of 1986, as amended, or the Internal Revenue Code, if a corporation undergoes an “ownership change,” the corporation’s ability to use its pre-change net operating loss carryforwards, or NOLs, and other pre-change tax attributes (such as research tax credits) to offset its future taxable income may be limited. In general, an “ownership change” occurs if there is a cumulative change in our ownership by “5% stockholders” that exceeds 50 percentage points over a rolling three-year period. Some of our prior acquisitions have resulted in an ownership change, and we may experience ownership changes in the future. Our existing NOLs and tax credit carryovers may be subject to limitations arising from previous ownership changes, and if we undergo one or more ownership changes in connection with completed acquisitions, or other future transactions in our stock, our ability to utilize NOLs and tax credit carryovers could be further limited by Section 382 of the Internal Revenue Code. As a result, if we earn net taxable income, our ability to use our pre-change net operating loss and tax credit carryforwards to offset U.S. federal taxable income may be subject to limitations, which could potentially result in increased future tax liability to us. The annual limitation may result in the expiration of certain net operating loss and tax credit carryforwards before their utilization. In addition, the Tax Cuts and Jobs Act limits the deduction for NOLs to 80% of current year taxable income and eliminates NOL carrybacks. Also, at the state level, there may be periods during which the use of NOLs is suspended or otherwise limited, which could accelerate or permanently increase state taxes owed.

Risks related to our indebtedness

The terms of our Senior Secured 2028 Notes will require us to meet certain operating and financial covenants and place restrictions on our operating and financial flexibility. If we raise additional capital through debt financing, the terms of any new debt could further restrict our ability to operate our business.

In February 2023, we issued $305.3 million aggregate principal amount of our Senior Secured 2028 Notes. The Senior Secured 2028 Notes are secured by a first priority lien on substantially all of our and our subsidiaries’ assets (including our intellectual property) and are guaranteed by our subsidiaries, in each case, excluding certain excluded assets and immaterial subsidiaries.

The indenture governing our Senior Secured 2028 Notes restricts our ability to, among other restrictions, pursue certain dispositions, mergers or acquisitions, encumber our intellectual property, incur indebtedness or liens, pay dividends or make other payments in respect of our capital stock, make investments and engage in certain other business transactions. In addition, the indenture contains financial covenants that will require us to maintain revenue in the prior four quarters of not less than $250.0 million and, starting with the quarter ending March 31, 2025, a minimum liquidity of at least 15% of the amount of our secured indebtedness then outstanding. In addition, the indenture requires, beginning with the Company's annual report on Form 10-K for the fiscal year ending December 31, 2024, that any audit or report of the Company’s independent certified public accountants on any financial statements included in any of our SEC Document shall not include any explanatory paragraph expressing substantial doubt as to going concern status (other than solely with respect to the maturity date of the Senior Secured 2028 Notes). If we fail to comply with these or any of the other covenants under the indenture and are unable to obtain a waiver or amendment, the holders of the Senior Secured 2028 Notes may, among other things, declare all of the Senior Secured 2028 Notes due and payable and exercise rights with respect to collateral securing

those notes, each of which could significantly harm our business, financial condition and prospects and could cause the price of our common stock to decline.

If we raise any additional debt financing, the terms of such additional debt could further restrict our operating and financial flexibility.

We may not have the ability to raise the funds necessary to repurchase our outstanding convertible notes upon a fundamental change or major transaction, as applicable, and the indenture governing our current senior secured notes contains, and our future debt may contain, limitations on our ability to pay cash to repurchase our outstanding convertible notes and other debt.

Holders of our outstanding unsecured convertible notes have the right to require us to repurchase all or any portion of their notes upon the occurrence of a fundamental change, as defined in the respective indentures governing our outstanding unsecured convertible notes, at a fundamental change repurchase price equal to 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid interest, if any. The repurchase price for our 2028 Notes will also include unpaid interest on such notes to the maturity date. Similarly, holders of our Senior Secured 2028 Notes will have the right to require us to repurchase all or any portion of their notes upon the occurrence of a major transaction, as defined in the indenture governing our Senior Secured 2028 Notes, for an amount equal to 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid interest and a make whole amount as set forth in such indenture. The indenture governing our Senior Secured 2028 Notes will limit our ability to pay cash to repurchase our unsecured convertible notes, and we may not have enough available cash or be able to obtain financing at the time we are required to make repurchases of notes surrendered for repurchase. In addition, our ability to repurchase our outstanding convertible notes may be limited by law, by regulatory authority or by agreements governing our future indebtedness. Our failure to repurchase notes at a time when the repurchase is required by the respective indentures governing the notes would constitute a default under the relevant indentures. A default under an indenture or the occurrence of the fundamental change or major transaction itself could also lead to a default under the indentures governing our other convertible notes or any agreements governing our future indebtedness. If the repayment of the related indebtedness were to be accelerated after any applicable notice or grace periods, we may not have sufficient funds to repay the indebtedness and to repay or repurchase our convertible notes.

The conditional conversion feature of our 2024 Notes, if triggered, may adversely affect our financial condition and operating results.

In the event the conditional conversion feature of our 2024 Notes is triggered, holders of such notes will be entitled to convert the notes at any time during specified periods at their option. If one or more holders elect to convert their notes, unless we elect to satisfy our conversion obligation by delivering solely shares of our common stock (other than paying cash in lieu of delivering any fractional share), we would be required to settle a portion or all of our conversion obligation through the payment of cash, which could adversely affect our liquidity. In addition, even if holders do not elect to convert their notes, we could be required under applicable accounting rules to reclassify all or a portion of the outstanding principal of the notes as a current rather than long-term liability, which would result in a material reduction of our net working capital.

Risks related to government regulation

If the FDA regulates the tests we currently offer as LDTs as medical devices, we could incur substantial costs and our business, financial condition and results of operations could be adversely affected.

We provide many of our tests as laboratory-developed tests, or LDTs. CMS and certain state agencies regulate the performance of LDTs (as authorized by CLIA, and state law, respectively).

Historically, the FDA has exercised enforcement discretion with respect to most LDTs and has not required laboratories that furnish LDTs to comply with the agency’s requirements for medical devices (e.g., establishment registration, device listing, quality system regulations, premarket clearance or premarket approval, and post-market controls). See Part I, Item 1. of our Annual Report on Form 10-K for the year ended December 31, 2022, under the heading "Regulation—Federal oversight of laboratory developed tests" for a description of applicable federal regulations, which is incorporated by reference herein. The FDA has recently proposed a rule seeking to amend its regulations to categorize LDTs as devices under the Federal Food, Drug, and Cosmetic Act, and is considering phasing out its long-standing enforcement discretion approach to LDTs.

If the FDA ultimately regulates certain LDTs whether via individualized enforcement action, more generally as outlined in final guidance or final regulation, or as instructed by Congress, our tests may be subject to certain additional regulatory requirements. Complying with the FDA’s requirements can be expensive, time-consuming and subject us to significant or unanticipated delays. Insofar as we may be required to obtain premarket clearance or approval to perform or continue performing an LDT, we cannot assure you that we will be able to obtain such authorization. Even if we obtain regulatory clearance or approval where required, such authorization may not be for the intended uses that we believe are commercially attractive or are critical to the commercial success of our tests. As a result, the application of the FDA’s requirements to our tests could materially and adversely affect our business, financial condition and results of operations.

Failure to comply with applicable FDA regulatory requirements may trigger a range of enforcement actions by the FDA including warning letters, civil monetary penalties, injunctions, criminal prosecution, recall or seizure, operating restrictions, partial suspension or total shutdown of operations, and denial of or challenges to applications for clearance or approval, as well as significant adverse publicity.

If we fail to comply with federal, state and foreign laboratory licensing requirements, we could lose the ability to perform our tests or experience disruptions to our business.

We are subject to CLIA, a federal law that regulates clinical laboratories that perform testing on specimens derived from humans for the purpose of providing information for the diagnosis, prevention or treatment of any disease or impairment of, or the assessment of health of, human beings. CLIA regulations establish specific requirements and standards with respect to personnel qualifications, facility administration, proficiency testing, quality control, quality assurance and inspections. CLIA certification is also required in order for us to be eligible to bill state and federal healthcare programs, as well as many private third-party payers, for our tests.

We are also required to maintain certain in-state and out-of-state laboratory licenses and approvals to conduct testing. For more information about our federal (CLIA) and state laboratory licenses and approvals, please see Part I, Item 1. of our Annual Report on Form 10-K for the year ended December 31, 2022, under the headings "Regulation—Clinical Laboratory Improvement Amendments of 1988, or CLIA" and “Regulation—State laboratory licensure requirements,” which are incorporated by reference herein. We may also be subject to regulation in foreign jurisdictions as we seek to expand international utilization of our tests or such jurisdictions adopt new licensure requirements, which may require review of our tests in order to offer them or may have other limitations such as restrictions on the transport of samples necessary for us to perform our tests that may limit our ability to make our tests available outside of the United States. Complying with licensure requirements in new jurisdictions may be expensive, time-consuming, and subject us to significant and unanticipated delays.

In order to eventually market certain of our current or future products and services in any particular foreign jurisdiction, we must establish and comply with numerous and varying regulatory requirements on a jurisdiction-by-jurisdiction basis regarding quality, safety, performance and efficacy. In addition, clinical trials or clinical investigations conducted in one country may not be accepted by regulatory authorities in other countries, and regulatory clearance, authorization or approval in one country does not guarantee regulatory clearance, authorization or approval in any other country. For example, the performance characteristics of certain of our products and services may need to be validated separately in specific ethnic and genetic populations. Approval processes vary among countries and can involve additional product testing and validation and additional administrative review periods.

Seeking foreign regulatory clearance, authorization or approval could result in difficulties and costs for us and our collaborators and require additional preclinical studies, clinical trials or clinical investigations which could be costly and time-consuming. Regulatory requirements and ethical approval obligations can vary widely from country to country and could delay or prevent the introduction of certain of our products and services in those countries. The foreign regulatory clearance, authorization or approval process involves all of the risks and uncertainties associated with FDA clearance, authorization or approval. If we or our collaborators fail to comply with regulatory requirements in international markets or to obtain and maintain required regulatory clearances, authorizations or approvals in international markets, or if those approvals are delayed, our target market will be reduced and our ability to realize the full market potential of our products and services will be unrealized.

Failure to comply with applicable clinical laboratory licensure requirements may result in a range of enforcement actions, including license suspension, limitation, or revocation, directed plan of action, onsite monitoring, civil monetary penalties, criminal sanctions, cancellation of the laboratory’s approval to receive Medicare and Medicaid payment for its services, exclusion from some healthcare systems' programs, as well as significant adverse publicity. Any sanction imposed under CLIA, its implementing regulations, or state or foreign laws or regulations governing clinical laboratory licensure, or our failure to renew our CLIA certifications, a state or foreign

license, or accreditation, could have a material adverse effect on our business, financial condition and results of operations. Even if we were able to bring our laboratory back into compliance, we could incur significant expenses and potentially lose revenue in doing so.

The College of American Pathologists, or CAP, maintains a clinical laboratory accreditation program. CAP asserts that its program is “designed to go well beyond regulatory compliance” and helps laboratories achieve the highest standards of excellence to positively impact patient care. While not required to operate a CLIA-certified laboratory, many private insurers require CAP accreditation as a condition to contracting with clinical laboratories to cover their tests. In addition, some countries outside the United States require CAP accreditation as a condition to permitting clinical laboratories to test samples taken from their citizens. We have CAP accreditations for our laboratories. Failure to maintain CAP accreditation could have a material adverse effect on the sales of our tests and the results of our operations.

Complying with numerous statutes and regulations pertaining to our business is an expensive and time-consuming process, and any failure to comply could result in substantial penalties.

Our operations are subject to other extensive federal, state, local and foreign laws and regulations, all of which are subject to change. These laws and regulations currently include, among others:

•HIPAA and HITECH, which set forth comprehensive federal standards with respect to the privacy and security of protected health information, breach notification requirements, and requirements for the use of certain standardized electronic transactions;

•the GDPR, which imposes strict privacy and security requirements on controllers and processors of personal data, including enhanced protections for “special categories” of personal data, including sensitive information such as health and genetic information of data subjects;

•the CCPA and other, similar state consumer privacy laws, which, among other things, regulate how subject businesses may collect, use, and disclose the personal information of consumers in the regulated state, afford rights to consumers that they may exercise against businesses that collect their information, and require implementation of reasonable security measures to safeguard personal information of consumers;

•the federal Anti-Kickback Statute, which prohibits knowingly and willfully offering, paying, soliciting or receiving remuneration, directly or indirectly, overtly or covertly, in cash or in kind, to induce or in return for the referral of an individual, for the furnishing of or arrangement for the furnishing of any item or service for which payment may be made in whole or in part by a federal healthcare program, or the purchasing, leasing, ordering, arranging for, or recommend purchasing, leasing or ordering, any good, facility, item or service for which payment may be made, in whole or in part, under a federal healthcare program;

•The Eliminating Kickbacks in Recovery Act of 2018, or EKRA, which prohibits payments for referrals to recovery homes, clinical treatment facilities, and laboratories and reaches beyond federal health care programs, to include private insurance;

•the federal physician self-referral law, known as the Stark Law, which prohibits a physician from making a referral to an entity for certain designated health services covered by the Medicare program, including laboratory and pathology services, if the physician or an immediate family member has a financial relationship with the entity unless an exception applies, and prohibits an entity from billing for designated health services furnished pursuant to a prohibited referral;

•the federal false claims law, which imposes liability on any person or entity that, among other things, knowingly presents, or causes to be presented, a false or fraudulent claim for payment to the federal government;

•the federal Civil Monetary Penalties Law, which prohibits, among other things, the offering or transfer of remuneration to a Medicare or state healthcare program beneficiary if the person knows or should know it is likely to influence the beneficiary’s selection of a particular provider, practitioner or supplier of services reimbursable by Medicare or a state healthcare program, unless an exception applies;

•the HIPAA fraud and abuse provisions, which create new federal criminal statutes that prohibit, among other things, defrauding health care benefit programs, willfully obstructing a criminal investigation of a healthcare offense and falsifying or concealing a material fact or making any materially false statements in connection with the payment for healthcare benefits, items or services;

•other federal and state fraud and abuse laws, such as anti-kickback laws, prohibitions on self-referral, fee-splitting restrictions, insurance fraud laws, anti-markup laws, prohibitions on the provision of tests at no or

discounted cost to induce physician or patient adoption, and false claims acts, which may extend to services reimbursable by any third-party payer, including private insurers;

•the 21st Century Cures Act information blocking prohibition, which prohibits covered actors from engaging in certain practices that are likely to interfere with the access, exchange, or use of electronic health information;

•the federal Physician Payments Sunshine Act, which requires reporting of certain payments and other transfers of value made by applicable manufacturers, directly or indirectly, to or on behalf of various healthcare professionals (including doctors, physician assistants, and nurse practitioners) and teaching hospitals, and requires reporting of certain ownership and investment interests held by physicians and their immediate family members as well as similar state laws that require reporting of information in addition to what is required under the federal Physician Payments Sunshine Act;

•state laws that limit or prohibit the provision of certain payments and other transfers of value to certain covered healthcare providers;

•the prohibition on reassignment of Medicare claims, which, subject to certain exceptions, precludes the reassignment of Medicare claims to any other party;

•state laws that prohibit other specified practices, such as billing clinicians for testing that they order; waiving coinsurance, copayments, deductibles and other amounts owed by patients; billing a state Medicaid program at a price that is higher than what is charged to one or more other payers; and

•similar foreign laws and regulations that apply to us in the countries in which we operate or may operate in the future.

We have adopted policies and procedures designed to comply with these laws and regulations. In the ordinary course of our business, we conduct internal reviews of our compliance with these laws. Our compliance may also be subject to governmental review. The growth of our business and our operations outside of the United States may increase the potential of violating these laws or our internal policies and procedures. The risk of our being found in violation of these or other laws and regulations is further increased by the fact that many have not been fully interpreted by the regulatory authorities or the courts, and their provisions are open to a variety of interpretations. In October 2021, we received a subpoena from the U.S. Attorney’s Office for the District of Massachusetts requesting that we produce certain documents regarding our sponsored testing programs. We have produced documents and information in response to the subpoena and are cooperating fully with the investigation. In May 2023, we received a Civil Investigative Demand issued by the U.S. Attorney's Office for the Northern District of California, pursuant to the False Claims Act. The demand seeks information relating to our claims for reimbursement to the federal government. We are in the process of responding and are fully cooperating with the investigation. Although we remain committed to compliance with all applicable laws and regulations, we cannot predict the outcome of these investigations or any other requests or investigations that may arise in the future regarding these or other subject matters. Any action brought against us for violation of the above-referenced or other laws or regulations, even if we successfully defend against it, could cause us to incur significant legal expenses and divert our management’s attention from the operation of our business. If our operations are found to be in violation of any of these laws and regulations, we may be subject to any applicable penalty associated with the violation, including significant administrative, civil and criminal penalties, damages, fines, imprisonment, exclusion from participation in Federal healthcare programs, refunding of payments received by us, and curtailment or cessation of our operations. Any of the foregoing consequences could seriously harm our business and our financial results.

Healthcare policy changes, including legislation reforming the U.S. healthcare system, may have a material adverse effect on our financial condition, results of operations and cash flows.

In March 2010, the Affordable Care Act, was enacted in the United States, which made a number of substantial changes in the way healthcare is financed by both governmental and private insurers. Policy changes or implementation of new health care legislation could result in significant changes to health care systems. In the United States, this could include potential modification or repeal of all or parts of the Affordable Care Act.

In April 2014, Congress passed the Protecting Access to Medicare Act of 2014, or PAMA, which included substantial changes to the way in which clinical laboratory services are paid under Medicare. Under PAMA, as amended, and its implementing regulations, clinical laboratories must report to CMS private payer rates beginning in 2017, and then in 2024 and every three years thereafter for clinical diagnostic laboratory tests that are not advanced diagnostic laboratory tests and every year for advanced diagnostic laboratory tests.

We do not have "advanced diagnostic laboratory test" status for our tests, but in the event that we obtain designation for one or more of our tests as an advanced diagnostic laboratory test and the tests are determined by CMS to meet these criteria or new criteria developed by CMS, we would be required to report private payer data for those tests annually. Otherwise, we will be required to report private payer rates for our tests on an every three-years basis starting in 2023. Laboratories that fail to timely report the required payment information may be subject to substantial civil money penalties.

See Part I, Item 1. of our Annual Report on Form 10-K for the year ended December 31, 2022, under the heading "Regulation—Reimbursement" for a description of how public and private payers pay for our products and services, which is incorporated by reference herein. Changes in these payments and the methodologies used to determine payment amounts could have a significant impact on our financial condition, results of operations and cash flows.

We cannot predict whether future healthcare initiatives will be implemented at the federal or state level, or how any future legislation or regulation may affect us. For instance, the payment reductions imposed by the Affordable Care Act and the expansion of the federal and state governments’ role in the U.S. healthcare industry as well as changes to the reimbursement amounts paid by payers for our tests and future tests or our medical procedure volumes may reduce our profits and have a materially adverse effect on our business, financial condition, results of operations and cash flows. Congress has proposed on several occasions to impose a 20% coinsurance on patients for clinical laboratory tests reimbursed under the clinical laboratory fee schedule, which would increase our billing and collecting costs and decrease our revenue.

If we use hazardous materials in a manner that causes injury, we could be liable for resulting damages.

Our activities currently require the use of hazardous chemicals and biological material. We cannot eliminate the risk of accidental contamination or injury to employees or third parties from the use, storage, handling or disposal of these materials. In the event of contamination or injury, we could be held liable for any resulting damages, and any liability could exceed our resources or any applicable insurance coverage we may have. In 2018, we decommissioned our laboratory in Massachusetts; however, we could be held liable for any damages resulting from our prior use of hazardous chemicals and biological materials at this facility. Additionally, we are subject on an ongoing basis to federal, state and local laws and regulations governing the use, storage, handling and disposal of these materials and specified waste products. The cost of compliance with these laws and regulations may become significant, and our failure to comply may result in substantial fines or other consequences, and either could negatively affect our operating results.

We could be adversely affected by violations of the FCPA and other worldwide anti-bribery laws.

We are subject to the FCPA, which prohibits companies and their intermediaries from making payments in violation of law to non-U.S. government officials for the purpose of obtaining or retaining business or securing any other improper advantage. We use a limited number of independent distributors to sell our tests internationally, which requires a high degree of vigilance in maintaining our policy against participation in corrupt activity, because these distributors could be deemed to be our agents, and we could be held responsible for their actions. Other U.S. companies in the medical device and pharmaceutical fields have faced criminal penalties under the FCPA for allowing their agents to deviate from appropriate practices in doing business with these individuals. We are also subject to similar anti-bribery laws in the jurisdictions in which we operate, including the United Kingdom’s Bribery Act of 2010, which also prohibits commercial bribery and makes it a crime for companies to fail to prevent bribery. These laws are complex and far-reaching in nature, and, as a result, we cannot assure you that we would not be required in the future to alter one or more of our practices to be in compliance with these laws or any changes in these laws or the interpretation thereof. Any violations of these laws, or allegations of such violations, could disrupt our operations, involve significant management distraction, involve significant costs and expenses, including legal fees, and could result in a material adverse effect on our business, prospects, financial condition or results of operations. We could also incur severe penalties, including criminal and civil penalties, disgorgement and other remedial measures.

Risks related to our intellectual property

A jury found that our Anchored Multiplex PCR, or AMP, chemistry and products using AMP infringe the intellectual property of one of our competitors, and we may be required to redesign the technology, obtain a license, cease using the AMP chemistry altogether and/or pay significant damages, among other consequences, any of which would have a material adverse effect on our business as well as our financial condition and results of operations.

Our AMP chemistry is the foundation of our PCM service. One of our competitors, Natera, Inc., or Natera, has filed complaints against ArcherDX, Invitae and Genosity alleging that our products using AMP chemistry, and the manufacture, use, sale, and offer for sale of such products, infringe certain patents. In May 2023, the jury found that our products using AMP chemistry infringe certain Natera patents. The jury awarded Natera a total of $19.4 million in lost profits and reasonable royalties. We plan to appeal the decision. A description of this ongoing litigation is provided in Note 7, "Commitments and contingencies" in Notes to Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report.

If any of our products or our use of AMP chemistry is ultimately found to infringe any of Natera's patents, we could be required to redesign our technology or obtain a license from Natera to continue developing, manufacturing, marketing, selling and commercializing AMP and related products. However, we may not be successful in the redesign of its technology or able to obtain any such license on commercially reasonable terms or at all. Even if we were able to obtain a license, it could be non-exclusive, thereby giving Natera and other third parties the right to use the same technologies licensed to us, and Natera could require us to make substantial licensing, royalty and other payments. We also could be forced, including by court order, to permanently cease developing, manufacturing, marketing and commercializing our products that are found to be infringing. In addition, we could be found liable for significant monetary damages, including treble damages and attorneys’ fees, if we are found to have willfully infringed Natera's asserted patents. Even if we were ultimately to prevail, litigation with Natera could require us to divert substantial financial and management resources that we would otherwise be able to devote to our business.

We cannot reasonably estimate the final outcome, including any potential liability or any range of potential future charges associated with these litigations. However, any finding of infringement by us of Natera's asserted patents could have a material adverse effect on our business, as well as our financial condition and results of operations.

Litigation or other proceedings or third-party claims of intellectual property infringement or misappropriation will require us to spend significant time and money, and could in the future prevent us from selling our tests or impact our stock price.

Our commercial success will depend in part on our avoiding infringement of patents and proprietary rights of third parties, including for example the intellectual property rights of competitors. As we continue to commercialize our tests in their current or an updated form, launch different and expanded tests, and enter new markets, competitors might claim that our tests infringe or misappropriate their intellectual property rights as part of business strategies designed to impede our successful commercialization and entry into new markets. Our activities may be subject to claims that we infringe or otherwise violate patents or other intellectual property rights owned or controlled by third parties. For example, as discussed in the preceding risk factor, we are currently engaged in litigation with Natera alleging infringement, and the jury found that our products using AMP chemistry infringe certain Natera patents. In addition, we were recently sued by another party alleging patent infringement as described in Note 7, "Commitments and contingencies" in Notes to Condensed Consolidated Financial Statements in Part I, Item 1. of this Quarterly Report. We cannot assure you that our operations do not, or will not in the future, infringe existing or future patents. We may be unaware of patents that a third party, including for example a competitor in the genetic testing market, might assert are infringed by our business. There may also be patent applications that, if issued as patents, could be asserted against us. Third parties making claims against us for infringement or misappropriation of their intellectual property rights may seek and obtain injunctive or other equitable relief, which could effectively block our ability to perform our tests. Further, if a patent infringement suit were brought against us, we could be forced to stop or delay our development or sales of any tests or other activities that are the subject of such suit. Defense of these claims, regardless of merit, could cause us to incur substantial expenses and be a substantial diversion of our employee resources. Any adverse ruling or perception of an adverse ruling in defending ourselves could have a material adverse impact on our business and stock price. In the event of a successful claim of infringement against us by a third party, we may have to (1) pay substantial damages, possibly including treble damages and attorneys’ fees if we are found to have willfully infringed patents; (2) obtain one or more licenses, which may not be available on commercially reasonable terms (if at all); (3) pay royalties; and/or (4) redesign any infringing tests or other

activities, which may be impossible or require substantial time and monetary expenditure, all of which could have a material adverse impact on our cash position and business and financial condition.

If licenses to third-party intellectual property rights are or become required for us to engage in our business, we may be unable to obtain them at a reasonable cost, if at all. Even if such licenses are available, we could incur substantial costs related to royalty payments for licenses obtained from third parties, which could negatively affect our gross margins. Moreover, we could encounter delays in the introduction of tests while we attempt to develop alternatives. Defense of any lawsuit or failure to obtain any of these licenses on favorable terms could prevent us from commercializing tests, which could materially affect our ability to grow and thus adversely affect our business and financial condition.

Developments in patent law could have a negative impact on our business.

Although we view current U.S. Supreme Court precedent to be aligned with our belief that naturally occurring DNA sequences and detection of natural correlations between observed facts (such as patient genetic data) and an understanding of that fact’s implications (such as a patient’s risk of disease associated with certain genetic variations) should not be patentable, it is possible that subsequent determinations by the U.S. Supreme Court or other federal courts could limit, alter or potentially overrule current law. Moreover, from time to time the U.S. Supreme Court, other federal courts, the U.S. Congress or the U.S. Patent and Trademark Office, or USPTO, may change the standards of patentability, and any such changes could run contrary to, or otherwise be inconsistent with, our belief that naturally occurring DNA sequences and detection of natural correlations between observed facts and an understanding of that fact’s implications should not be patentable, which could result in third parties newly claiming that our business practices infringe patents drawn from categories of patents which we currently view to be invalid as directed to unpatentable subject matter. For example, on June 22, 2023, Senators Tillis and Coons introduced a bill entitled The Patent Eligibility Restoration Act of 2023 that would overrule current U.S. Supreme Court precedent concerning the scope of patentable subject matter. If the proposed bill or a similar bill were to be enacted into law, there could be an increase in third-party claims to patent rights over correlations between patient genetic data and its interpretation and such third parties may assert that our business practices infringe some of those resulting patent rights.

Our inability to effectively protect our proprietary technologies, including the confidentiality of our trade secrets, could harm our competitive position.

We currently rely upon trade secret protection and copyright, as well as non-disclosure agreements and invention assignment agreements with our employees, consultants and third parties, and to a limited extent patent protection, to protect our confidential and proprietary information. Although our competitors have utilized and are expected to continue utilizing similar methods and have aggregated and are expected to continue to aggregate similar databases of genetic testing information, our success will depend upon our ability to develop proprietary methods and databases and to defend any advantages afforded to us by such methods and databases relative to our competitors. If we do not protect our intellectual property adequately, competitors may be able to use our methods and databases and thereby erode any competitive advantages we may have.

We will be able to protect our proprietary rights from unauthorized use by third parties only to the extent that our proprietary technologies are covered by valid and enforceable patents or are effectively maintained as trade secrets. In this regard, we have applied, and we intend to continue applying, for patents covering such aspects of our technologies as we deem appropriate. However, we expect that potential patent coverage we may obtain will not be sufficient to prevent substantial competition. In this regard, we believe it is probable that others will independently develop similar or alternative technologies or design around those technologies for which we may obtain patent protection. In addition, any patent applications we file may be challenged and may not result in issued patents or may be invalidated or narrowed in scope after they are issued. Questions as to inventorship or ownership may also arise. Any finding that our patents or applications are unenforceable could harm our ability to prevent others from practicing the related technology, and a finding that others have inventorship or ownership rights to our patents and applications could require us to obtain certain rights to practice related technologies, which may not be available on favorable terms, if at all. If we initiate lawsuits to protect or enforce our patents, or litigate against third-party claims, which would be expensive, and, if we lose, we may lose some of our intellectual property rights. Furthermore, these lawsuits may divert the attention of our management and technical personnel.

We expect to rely primarily upon trade secrets and proprietary know-how protection for our confidential and proprietary information, and we have taken security measures to protect this information. These measures, however, may not provide adequate protection for our trade secrets, know-how or other confidential information. For example, the use of artificial intelligence (AI) based software is increasingly common and may lead to the

inadvertent release of our confidential or proprietary information, such as our trade secrets. Among other things, we seek to protect our trade secrets and confidential information by entering into confidentiality agreements with employees and consultants. There can be no assurance that any confidentiality agreements that we have with our employees and consultants will provide meaningful protection for our trade secrets and confidential information or will provide adequate remedies in the event of unauthorized use or disclosure of such information. Accordingly, there also can be no assurance that our trade secrets will not otherwise become known or be independently developed by competitors. Enforcing a claim that a party illegally disclosed or misappropriated a trade secret can be difficult, expensive and time-consuming, and the outcome is unpredictable. In addition, trade secrets may be independently developed by others in a manner that could prevent legal recourse by us. If any of our confidential or proprietary information, such as our trade secrets, were to be disclosed or misappropriated, or if any such information was independently developed by a competitor, our competitive position could be harmed.

We may not be able to enforce our intellectual property rights throughout the world.

The laws of some foreign countries do not protect proprietary rights to the same extent as the laws of the United States, and many companies have encountered significant challenges in establishing and enforcing their proprietary rights outside of the United States. These challenges can be caused by the absence of rules and methods for the establishment and enforcement of intellectual property rights outside of the United States. In addition, the legal systems of some countries, particularly developing countries, do not favor the enforcement of patents and other intellectual property protection, especially those relating to healthcare. This could make it difficult for us to stop the infringement of our patents, if obtained, or the misappropriation of our other intellectual property rights. For example, many foreign countries have compulsory licensing laws under which a patent owner must grant licenses to third parties. In addition, many countries limit the enforceability of patents against third parties, including government agencies or government contractors. In these countries, patents may provide limited or no benefit. Patent protection must ultimately be sought on a country-by-country basis, which is an expensive and time-consuming process with uncertain outcomes. Accordingly, we may choose not to seek patent protection in certain countries, and we will not have the benefit of patent protection in such countries. Proceedings to enforce our patent rights in foreign jurisdictions could result in substantial costs and divert our efforts and attention from other aspects of our business. Accordingly, our efforts to protect our intellectual property rights in such countries may be inadequate. In addition, changes in the law and legal decisions by courts in the United States and foreign countries may affect our ability to obtain adequate protection for our technology and the enforcement of intellectual property.

As an example, the complexity and uncertainty of European patent laws have increased in recent years. In Europe, a new unitary patent system took effect on June 1, 2023, which will significantly impact European patents, including those granted before the introduction of such a system. Under the unitary patent system, European applications have the option, upon grant of a patent, of becoming a Unitary Patent which are subject to the jurisdiction of the Unitary Patent Court (UPC). As the UPC is a new court system, there is no precedent for the court, increasing the uncertainty of any litigation. Patents granted before the implementation of the UPC will have the option of opting out of the jurisdiction of the UPC and remaining as national patents in the UPC countries. Patents that remain under the jurisdiction of the UPC are potentially vulnerable to a single UPC-based revocation challenge that, if successful, could invalidate the patent in all countries who are signatories to the UPC. We cannot predict with certainty the long-term effects of any potential changes.

Third parties may assert that our employees or consultants have wrongfully used or disclosed confidential information or misappropriated trade secrets.

We employ individuals who were previously employed at universities or genetic testing, diagnostic or other healthcare companies, including our competitors or potential competitors. Although we try to ensure that our employees and consultants do not use the proprietary information or know-how of others in their work for us, we may be subject to claims that we or our employees or consultants have inadvertently or otherwise used or disclosed intellectual property, including trade secrets or other proprietary information, of a former employer or other third parties. Further, we may be subject to ownership disputes in the future arising, for example, from conflicting obligations of consultants or others who are involved in developing our intellectual property. Litigation may be necessary to defend against these claims. If we fail in defending any such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights or personnel. Even if we are successful in defending against such claims, litigation could result in substantial costs and be a distraction to management and other employees.

Risks related to being a public company

If we do not regain compliance with NYSE's listing standards pertaining to a minimum average price per share, NYSE may delist our common stock, which could result in adverse consequences to our company and our common stock's liquidity, and potential events of default under certain of our debt agreements.

On September 20, 2023, we received a notice from the NYSE that we were not in compliance with the continued listing standard set forth in Section 802.01C of the NYSE Listed Company Manual because the average closing price of our common stock was less than $1.00 per share over a consecutive 30 trading-day period. Although we have notified the NYSE of our intent to regain compliance, and we are considering all available options to regain compliance, including, but not limited to, a reverse stock split subject to stockholder approval at our 2024 annual meeting, there can be no assurance that such approval will be obtained and furthermore, that we will be able to regain compliance with the NYSE’s minimum share price requirement and that our common stock will remain listed on the NYSE.

Should we fail to regain compliance within the provided cure period, our common stock could face suspension and eventual delisting from the NYSE. This would likely have several adverse effects, including:

•significantly decreasing the liquidity of our common stock, which could adversely affect our stock's market price. Additionally, some institutional investors have policies against holding or acquiring delisted stocks, which could further reduce demand for our stock.

•causing reputational harm, potentially leading to reduced interest from investors, analysts, and other market participants.

•hindering our ability to raise additional funds, impacting our growth, operations and ability to continue as a going concern, and;

•negatively impacting our ability to attract and retain talent via equity compensation.

Furthermore, the indenture governing the Senior Secured 2028 Notes requires us to take all actions necessary to cause our common stock to remain listed on the NYSE or another eligible market. Failure to take such actions may result in an event of default under the indenture. Such an event of default, unless waived or cured, could result in the acceleration of the obligations under the indenture and under other debt agreements to which we are a party through cross-default events of default. If any such event of default leads creditors to demand full, immediate repayment of indebtedness, we might need to liquidate assets or pursue bankruptcy proceedings.

We incur increased costs and demands on management as a result of compliance with laws and regulations applicable to public companies, which could harm our operating results.

As a public company, we incur significant legal, accounting and other expenses, including costs associated with public company reporting requirements. In addition, the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, as well as rules implemented by the SEC and the NYSE, impose a number of requirements on public companies, including with respect to corporate governance practices. The SEC and other regulators have continued to adopt new rules and regulations and make additional changes to existing regulations that require our compliance. In addition, the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act, enacted in 2010, includes significant corporate governance and executive-compensation-related provisions. Our management and other personnel need to devote a substantial amount of time to these compliance and disclosure obligations. If these requirements divert the attention of our management and personnel from other aspects of our business concerns, they could have a material adverse effect on our business, financial condition and results of operations. Moreover, these rules and regulations applicable to public companies substantially increase our legal, accounting and financial compliance costs, require that we hire additional personnel and make some activities more time consuming and costly. It may also be more expensive for us to obtain director and officer liability insurance.

If we are unable to maintain effective internal control over financial reporting, investors may lose confidence in the accuracy and completeness of our reported financial information and the market price of our common stock may be negatively affected.

We are required to maintain internal control over financial reporting and to report any material weaknesses in such internal controls. Section 404 of the Sarbanes-Oxley Act requires that we evaluate and determine the

effectiveness of our internal control over financial reporting and provide a management report on our internal control over financial reporting. If we have a material weakness in our internal control over financial reporting, we may not detect errors on a timely basis and our financial statements may be materially misstated. We have compiled the system and process documentation necessary to perform the evaluation needed to comply with Section 404 of the Sarbanes-Oxley Act. As we acquire companies, we will need to establish adequate controls and integrate them into our internal control system. We need to maintain and enhance these processes and controls as we grow and we have required, and may continue to require, additional personnel and resources to do so.

During the evaluation and testing process, if we identify one or more material weaknesses in our internal controls, our management will be unable to conclude that our internal control over financial reporting is effective. Our independent registered public accounting firm is required to issue an attestation report on the effectiveness of our internal control over financial reporting every fiscal year. Even if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm may conclude that there are material weaknesses with respect to our internal controls or the level at which our internal controls are documented, designed, implemented or reviewed.

If we are unable to conclude that our internal control over financial reporting is effective, or if our auditors were to express an adverse opinion on the effectiveness of our internal control over financial reporting because we had one or more material weaknesses, investors could lose confidence in the accuracy and completeness of our financial disclosures, which could cause the price of our common stock to decline. Internal control deficiencies could also result in the restatement of our financial results in the future.

New climate reporting rules in California and other jurisdictions could require significant time, attention, and resources from management, and could also lead to increased costs and liabilities.

On October 7, 2023, California Governor Gavin Newsom signed into law SB 261, Greenhouse Gases: Climate-Related Financial Risk, and SB 253, the Climate Corporate Data Accountability Act, which significantly expand climate-related disclosure requirements for companies doing business in California. As a company with operations in California, we may fall under the jurisdiction of these new laws, which impose rigorous reporting obligations regarding our climate-related financial risks and extensive requirements for the disclosure of greenhouse gas emissions.

Commencing on January 1, 2026, and biennially thereafter, SB 261 mandates that we publicly disclose our climate-related financial risks. This includes detailing the strategies we have adopted to mitigate and adapt to these risks. Our compliance reports must be made publicly available on our company's website. Non-compliance with the requirements of SB 261 could expose us to a fine of up to $50,000 per reporting year, and we may also be required to pay an annual filing fee.

SB 253, the Climate Corporate Data Accountability Act, introduces extensive requirements for the disclosure of greenhouse gas emissions to companies with annual revenues exceeding $1 billion. Given our current revenue levels, we are not subject to the requirements of SB 253.

We are closely monitoring developments at the federal level, where the SEC has proposed new rules requiring public companies to disclose extensive climate-related information in their registration statements and periodic reports. Announced on March 21, 2022, the proposed rules would mandate disclosures related to climate-related risks and their impacts, greenhouse gas emissions, and climate-related financial statement metrics. The evolving regulatory landscape highlights the increasing importance of climate-related disclosures and the potential for expanded reporting obligations in the future.

Compliance with these climate-related disclosure rules will require substantial time and attention of management and financial resources. We must develop robust systems, processes, and controls for assessing and reporting our climate-related financial risks, as well as ensuring transparency and accuracy in our disclosures.

General risk factors

Our stock price is volatile, and you may not be able to sell shares of our common stock at or above the price you paid.

The trading price of our common stock is volatile and could be subject to wide fluctuations in response to various factors, some of which are beyond our control. These factors include:

•actual or anticipated fluctuations in our operating results;

•effects of our strategic realignment and workforce reduction and our ability to achieve the intended benefits of these activities;

•costs associated with our strategic realignment;

•competition from existing tests or new tests that may emerge;

•announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures, collaborations or capital commitments;

•failure to meet or exceed financial estimates and projections of the investment community or that we provide to the public;

•issuance of new or updated research or reports by securities analysts or changed recommendations for our stock;

•our substantial leverage and market perceptions regarding the same;

•the level of short interest in our stock, and the effect of short sellers on the price of our stock;

•actual or anticipated changes in regulatory oversight of our business;

•additions or departures of key management or other personnel;

•disputes or other developments related to our intellectual property or other proprietary rights, including litigation;

•changes in reimbursement by current or potential payers;

•general economic and market conditions; and

•issuances of significant amounts of our common stock.

In addition, the stock market in general, and the market for stock of life sciences companies in particular, has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies. The closing price of our common stock on the NYSE ranged from $0.52 to $3.61 between November 7, 2022 through November 6, 2023. Broad market and industry factors, as well as general economic, political and geopolitical, and market conditions such as recessions, wars such as the current conflict in Ukraine, elections, interest rate changes, or cost inflation, may seriously affect the market price of our common stock, regardless of our actual operating performance. In addition, in the past, following periods of volatility in the overall market and the market price of a particular company’s securities, securities class action litigation has often been instituted against these companies. This litigation, if instituted against us, could result in substantial costs and a diversion of our management’s attention and resources.

If securities or industry analysts issue an adverse opinion regarding our stock or do not publish research or reports about our company, our stock price and trading volume could decline.

The trading market for our common stock will depend in part on the research and reports that equity research analysts publish about us and our business. We do not control these analysts or the content and opinions included in their reports. Securities analysts may elect not to provide research coverage of our company and such lack of research coverage may adversely affect the market price of our common stock. The price of our common stock could also decline if one or more equity research analysts downgrade our common stock, change their price targets, issue other unfavorable commentary or cease publishing reports about us or our business. If one or more equity research analysts cease coverage of our company, we could lose visibility in the market, which in turn could cause our stock price to decline.

We have never paid dividends on our capital stock, and we do not anticipate paying dividends in the foreseeable future.

We have never paid dividends on any of our capital stock and currently intend to retain any future earnings to fund the growth of our business. In addition, the terms of our indenture governing our Senior Secured 2028 Notes restrict our ability to pay dividends. Any determination to pay dividends in the future will be at the discretion of our board of directors and will depend on our financial condition, operating results, capital requirements, general business conditions and other factors that our board of directors may deem relevant. As a result, capital appreciation, if any, of our common stock will be the sole source of gain for the foreseeable future.

Anti-takeover provisions in our charter documents and under Delaware law could discourage, delay or prevent a change in control and may affect the trading price of our common stock.

Provisions in our restated certificate of incorporation and our amended and restated bylaws may have the effect of delaying or preventing a change of control or changes in our management. Our restated certificate of incorporation and amended and restated bylaws include provisions that:

•authorize our board of directors to issue, without further action by the stockholders, up to 20,000,000 shares of undesignated preferred stock;

•require that any action to be taken by our stockholders be effected at a duly called annual or special meeting and not by written consent;

•specify that special meetings of our stockholders can be called only by our board of directors, our chair of the board or our chief executive officer;

•establish an advance notice procedure for stockholder approvals to be brought before an annual meeting of our stockholders, including proposed nominations of persons for election to our board of directors;

•establish that our board of directors is divided into three classes, Class I, Class II and Class III, with each class serving staggered terms;

•provide that our directors may be removed only for cause;

•provide that vacancies on our board of directors may, except as otherwise required by law, be filled only by a majority of directors then in office, even if less than a quorum; and

•require a super-majority of votes to amend certain of the above-mentioned provisions as well as to amend our bylaws generally.

In addition, we are subject to the provisions of Section 203 of the Delaware General Corporation Law regulating corporate takeovers. Section 203 generally prohibits us from engaging in a business combination with an interested stockholder subject to certain exceptions.

Our certificate of incorporation designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or other employees.

Our certificate of incorporation provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for:

•any derivative action or proceeding brought on our behalf;

•any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, or other employees to us or our stockholders;

•any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law; or

•any action asserting a claim against us governed by the internal affairs doctrine.

Section 27 of the Securities Exchange Act of 1934, or Exchange Act, creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. As a result, the exclusive forum provision in our certificate of incorporation will not apply to suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. Section 22 of the Securities Act of 1933, or Securities Act, creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. As a result, the exclusive forum provision in our certificate of incorporation will not apply to suits brought to enforce any duty or liability created by the Securities Act or any other claim for which the federal and state courts have concurrent jurisdiction.

Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock shall be deemed to have notice of and consented to the provisions of our certificate of incorporation described above. This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage such lawsuits against us and our directors, officers and other employees. Alternatively, if a court were to find these provisions of our certificate of incorporation inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or

proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business, financial condition or results of operations.

Sales of a substantial number of shares of our common stock in the public market could cause our stock price to fall.

Sales of a substantial number of shares of our common stock in the public market or the perception that these sales might occur could depress the market price of our common stock and could impair our ability to raise capital through the sale of additional equity securities. As of September 30, 2023, we had outstanding 286.5 million shares of our common stock, options to purchase 2.5 million shares of our common stock (of which 1.5 million were exercisable as of that date) and outstanding restricted stock units, or RSUs, representing 18.1 million shares of our common stock (which includes an estimated number of RSUs, subject to certain employees' continued service with us, or time-based RSUs, and RSUs that are performance based RSUs, or PRSUs, granted in connection with an acquisition). The foregoing does not include 0.7 million shares of common stock that may be issuable in connection with indemnification hold-backs and contingent consideration related to our acquisitions, shares that may be issuable in the future in connection with the convertible senior notes, or shares issuable pursuant to our May 2021 sales agreement with Cowen under which we may offer and sell from time to time at our sole discretion shares of our common stock in an aggregate amount not to exceed approximately $390.0 million. In addition, as of September 30, 2023, 1.9 million and 2.8 million shares of common stock are available for future issuance under our 2015 Stock Incentive Plan and Employee Stock Purchase Plan, respectively. The sale or the availability for sale of a large number of shares of our common stock in the public market could cause the price of our common stock to decline.

ITEM 5. Other Information

Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements

During the period covered by this Quarterly Report on Form 10-Q, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

ITEM 6. Exhibits.

Incorporated by Reference

Exhibit Number

Description

Form

Exhibit

Filing Date

Filed Herein

4.1

Form of Series A Global Note representing the 4.50% Series A Convertible Senior Secured Notes due 2028, between Invitae Corporation, the guarantor parties from time to time party thereto and U.S. Bank Trust Company, National Association, as trustee and collateral agent .

8-K

4.1

8/23/2023

10.1

Form of Exchange Agreement , dated as of August 22, 2023, by and among Invitae Corporation, the guarantor parties thereto and Deerfield Partners, L.P .

8-K

10.1

8/23/2023

10.2

First Supplemental Indenture, dated as of August 22, 2023, by and among Invitae Corporation, the guarantor parties thereto and U.S. Bank Trust Company, National Association, as trustee and collateral agent .

8-K

10.2

8/23/2023

10.3#

Offer Letter, dated as of September 20, 2023, by and between Invitae Corporation and Ana J. Schrank.

8-K

10.1

9/27/2023

10.4#

Invitae Corporation 2015 Stock Incentive Plan, as amended and restated through October 18, 2023.

31.1

Principal Executive Officer’s Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Principal Financial Officer’s Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1*

Principal Executive Officer’s Certification Pursuant to 18 U.S.C. § 1350 (Section 906 of Sarbanes-Oxley Act of 2002).

32.2*

Principal Financial Officer’s Certification Pursuant to 18 U.S.C. § 1350 (Section 906 of Sarbanes-Oxley Act of 2002).

101.INS

Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH

Inline XBRL Taxonomy Extension Schema

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase

104

Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

# Indicates management contract or compensatory plan or arrangement.

* In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 34-47986, the certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or deemed to be incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933 except to the extent that the registrant specifically incorporates it by reference.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	INVITAE CORPORATION

	By:	/s/ Kenneth D. Knight
		Kenneth D. Knight
		Chief Executive Officer
		Principal Executive Officer

	By:	/s/ Ana J. Schrank
		Ana J. Schrank
		Chief Financial Officer
		Principal Financial Officer

Date: November 8, 2023