v3.25.0.1
Subsequent Events
12 Months Ended
Dec. 31, 2024
Subsequent Events [Abstract]  
Subsequent Events
17.
SUBSEQUENT EVENTS

Acquisition of Ambry Genetics Corporation

On November 4, 2024, the Company entered into a Securities Purchase Agreement (the "Purchase Agreement") with Realm IDX, Inc., a Delaware corporation (the “Seller”) and the Seller’s ultimate parent, Konica Minolta, Inc., a Japanese corporation, as guarantor, pursuant to which the Company agreed to purchase all of the outstanding shares of capital stock of Ambry Genetics Corporation, a Delaware corporation ("Ambry"), a leader in genetic testing that aims to improve health by understanding the relationship between genetics and disease (the "Acquisition"). Pursuant to the terms of the Purchase Agreement, consideration for the Acquisition consisted of $375.0 million in cash, subject to adjustment for cash, unpaid indebtedness, unpaid transaction expenses and net working capital of Ambry, plus the issuance of an aggregate of 4,843,136 shares of our Class A common stock (the "Stock Consideration").

The Company issued the Stock Consideration to the Seller on February 3, 2025 upon the closing of the Acquisition. Pursuant to the terms of the Purchase Agreement, 2,152,505 of the shares issued as Stock Consideration are subject to a lock-up for a period of one year following the closing date of the Acquisition. The shares issued to the Seller as Stock Consideration for the Acquisition have not been registered under the Securities Act, and were issued in reliance on an exemption from such registration. The Company is registering the resale of the shares issued as stock consideration as required by the registration rights contained in the Purchase Agreement.

On February 3, 2025 (the "Closing Date"), in conjunction with the closing of the Acquisition, the Company entered into a Third Amendment to the Credit Agreement with Ares (the "Amendment Agreement"), which established (i) $200.0 million in additional senior secured loan commitments (the "Third Amendment Term Loan Facility") and (ii) $100.0 million in priority revolving commitments (the "Priority ABL Facility"). The Company borrowed $200.0 million under the Third Amendment Term Loan Facility and $100.0 million under the Priority ABL Facility on the Closing Date to fund, in part, the consideration payable in connection with the Acquisition. We are required to maintain a minimum liquidity of at least $25 million and maintain specified amounts of consolidated revenues for the trailing twelve month period ending on the last day of each fiscal quarter. Minimum consolidated revenues shall equal either $1.0 billion for the immediately trailing twelve month period or $1.0 billion on a pro forma basis and for the fiscal quarters ending March 31, 2025 though December 31, 2025, and shall equal $1.1 billion for the fiscal quarters ending March 31, 2026 through December 31, 2026. The Credit Agreement also contains a maximum first lien leverage from and after the fiscal quarter ending March 31, 2027.

Ambry is a leader in hereditary cancer screening. The Acquisition will provide the Company with expanded testing capabilities for inherited cancer risk. In addition, the Acquisition will complement the Company's strategy of using data to advance clinical and scientific innovation. Ambry's extensive product offerings will allow the Company to expand into new disease categories, including pediatrics, rare disease, immunology, women's reproductive health, and cardiology.

The Acquisition will be accounted for as a business combination under ASC 805. Due to the limited time since the closing, the initial accounting for the Acquisition is still in process. The remaining disclosures under ASC 805, Business Combinations, will be provided upon finalization of our preliminary purchase accounting. During the year ended December 31, 2024, the Company recognized acquisition-related costs of $2.7 million, which are reflected within Selling, general and administrative in the consolidated statements of operations and comprehensive loss.

Amendment to Convertible Promissory Note

On February 22, 2025, the Company amended its Amended Note with Google, under which the maturity date of the Amended Note was extended to December 31, 2030. In addition, the amendment provides the Company the option upon maturity to repay up to 50% of the outstanding principal and accrued interest balance in the Company's Class A common stock.

In connection with the amendment of the Amended Note, the Company also signed an addendum to its Google Cloud Master Agreement to extend the services thereunder for a period of five years. Consistent with the original agreement, the addendum provides for a cancellation fee of 20% of the total unsatisfied minimum commitment, and a portion of the annual spend will reduce the principal balance of the Amended Note. The addendum will increase the Company's future purchase obligations by $43.4 million.