blln-20260331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

FORM 10-Q

___________________________________

(Mark One)


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

For the quarterly period ended March 31, 2026


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

For the transition period from _____ to _____

Commission file number 001-42934

___________________________________

BillionToOne, Inc.

(Exact name of registrant as specified in its charter)

___________________________________


Delaware						81-1082020
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

1035 O’Brien Drive
Menlo Park, CA						94025
(Address of Principal Executive Offices)						(Zip Code)

(650) 460-2551

Registrant’s telephone number, including area code

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, par value	BLLN	The Nasdaq Stock Market LLC
$0.00001 per share

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 x No o

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 x No o

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 Act).

Yes o No x

As of May 4, 2026, there were 41,442,834 shares of Class A common stock and 4,552,650 shares of Class B common stock, each with a par value $0.00001 per share, outstanding.

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TABLE OF CONTENTS


		Page
Part I Financial Information		4

Item 1.	Financial Statements (Unaudited)	4
	Balance Sheets	4
	Statements of Operations and Comprehensive Income (Loss)	5
	Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit)	6
	Statements of Cash Flows	7
	Notes to Unaudited Interim Financial Statements	9
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	36
Item 4.	Controls and Procedures	37

Part II Other Information		39

Item 1.	Legal Proceedings	39
Item 1A.	Risk Factors	39
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	39
Item 3.	Defaults Upon Senior Securities	39
Item 4.	Mine Safety Disclosures	39
Item 5.	Other Information	40
Item 6.	Exhibits	40

Signatures		42

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Special Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q (this “Quarterly Report”) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. All statements other than statements of historical facts contained in this Quarterly Report, including statements regarding our future operating results and financial position, our business strategy and plans, our market growth, and our objectives for future operations, are forward-looking statements.

The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “design,” “intend,” “expect,” “forecast,” “could,” “plan,” “potential,” “predict,” “seek,” “target,” “should,” “would,” or the negative version of these words and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, strategy, short- and long-term business operations and objectives, and financial needs. Forward-looking statements contained in this Quarterly Report include, but are not limited to, statements about:

•the level of demand for any of our products, which may vary significantly;

•our ability to increase the adoption of our products in the prenatal and oncology markets and in large healthcare systems;

•our ability to generate persuasive clinical validity and utility evidence;

•our ability to expand our portfolio of molecular diagnostic tests;

•our ability to use AI effectively and efficiently;

•our ability to execute our reimbursement strategy and expand coverage of our tests;

•our ability to replicate positive results from trials or studies conducted by us or third parties in current or future trials or studies;

•the potential for our UNITY Fetal Antigen CTA to become the first non-invasive prenatal test (NIPT) to have a companion diagnostics indication pending;

•the successful completion of Johnson & Johnson’s AZALEA Phase 3 clinical trial;

•the implementation of our business model and strategic plans;

•our ability to realize the benefits of current and future collaborations for the development of our products;

•our ability to maintain, expand and protect our intellectual property;

•developments relating to our competitors and our industry, including with respect to the possibility of competitors initiating legal proceedings against us;

•existing regulations and regulatory developments in the United States and other jurisdictions;

•general economic, industry, and market conditions, including tariffs or other trade actions, inflation and war;

•our ability to attract, hire, and retain our key personnel and additional qualified personnel;

•our anticipated use of our existing cash and cash equivalents;

•our estimates regarding expenses, future revenue, capital requirements and needs for additional financing;

•our ability to remediate the material weaknesses in our internal control over financial reporting or additional material weaknesses or other deficiencies in the future or to maintain effective disclosure controls and procedures and internal control over financial reporting; and

•other risks and uncertainties, including those listed in the section titled “Risk Factors.”

We caution you that the foregoing list may not contain all of the forward-looking statements made in this Quarterly Report.

These forward-looking statements are subject to a number of risks, uncertainties, and assumptions, including those described in the section titled “Risk Factors.” Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties, and assumptions, the forward-looking events

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and circumstances discussed in this Quarterly Report may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, performance or achievements. The forward-looking statements made in this Quarterly Report are given only as of the date on which the statements are made. We undertake no obligation to update any of these forward-looking statements for any reason after the date of this Quarterly Report or to conform these statements to actual results or to changes in our expectations, except as required by law.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into or review of all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

You should read this Quarterly Report and the documents that we reference in this Quarterly Report and have filed as exhibits with the understanding that our actual future results, levels of activity, performance and achievements may be different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.

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Part I - Financial Information

Item 1. Financial Statements (Unaudited)

BillionToOne, Inc.

Balance Sheets

(in thousands, except share amounts, unaudited)


	March 31, 2026		December 31, 2025
Assets
Current assets:
Cash and cash equivalents	$	537,450	$	495,975
Accounts receivable	61,305		41,617
Inventories	19,217		17,545
Prepaid expenses and other current assets	6,166		5,421
Total current assets	624,138		560,558
Property and equipment, net	22,277		20,361
Operating lease right-of-use assets, net	49,396		46,742
Other non-current assets	4,916		4,993
Total assets	$	700,727	$	632,654
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	8,702	$	7,184
Accrued expenses and other current liabilities	8,634		7,247
Accrued commissions	3,581		3,912
Accrued compensation and employee benefits	18,283		12,551
Common stock warrant liability	8,924		9,282
Deferred revenue, current	2,796		2,188
Operating lease liabilities, current	5,818		5,079
Financing lease liabilities, current	424		519
Total current liabilities	57,162		47,962
Operating lease liabilities, non-current	47,695		45,723
Financing lease liabilities, non-current	245		348
Deferred revenue, non-current	-		1,290
Long-term debt	90,005		57,226

Total liabilities	195,107		152,549
Commitments and contingencies (Note 5)

Stockholders’ equity:
Class A common stock, $0.00001 par value, 800,000,000 shares authorized as of March 31, 2026 and December 31, 2025; 41,428,242 and 41,252,105 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively	-		-
Class B common stock, $0.00001 par value; 10,000,000 shares authorized as of March 31, 2026 and December 31, 2025; 4,552,650 shares issued and outstanding as of March 31, 2026 and December 31, 2025	-		-
Additional paid-in capital	764,189		756,644
Accumulated other comprehensive loss	(1,792)		(1,792)
Accumulated deficit	(256,777)		(274,747)
Total stockholders’ equity	505,620		480,105
Total liabilities and stockholders’ equity	$	700,727	$	632,654

The accompanying notes are an integral part of these interim financial statements.

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BillionToOne, Inc.

Statements of Operations and Comprehensive Income (Loss)

(in thousands, except per share amounts, unaudited)


	Three Months Ended March 31,
	2026		2025
Revenue	$	108,388	$	58,963
Cost of revenue	29,292		20,991
Gross profit	79,096		37,972
Operating expenses:
Research and development	14,692		10,430
Selling, general and administrative	46,570		29,857
Total operating expenses	61,262		40,287
Income (loss) from operations	17,834		(2,315)
Other income (expense):
Interest income	4,645		1,506
Interest expense	(10)		(40)
Change in fair value of term loan	(4,261)		(3,092)
Other expense, net	301		53
Total other (expense) income	675		(1,573)
Income (loss) before provision for income taxes	18,509		(3,888)
Provision for income taxes	539		100
Net income (loss) and comprehensive income (loss)	$	17,970	$	(3,988)


Net income (loss) per share, basic and diluted:
Net income (loss) per share, basic	$	0.39	$	(0.39)
Net income (loss) per share, diluted	$	0.34	$	(0.39)
Weighted-average shares used in calculating net income (loss) per share, basic and diluted:
Weighted-average shares used in calculating net income (loss) per share, basic	45,932,719		10,312,892
Weighted-average shares used in calculating net income (loss) per share, diluted	53,028,360		10,312,892

The accompanying notes are an integral part of these interim financial statements.

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BillionToOne, Inc.

Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit)

(in thousands, except share data, unaudited)























	Three Months Ended March 31, 2026
	Redeemable Convertible Preferred Stock			Common Stock			Additional Paid-In Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total Stockholders’ Deficit
	Shares	Amount		Shares	Amount

Balance at December 31, 2025	-	$	-	45,804,755	$	-	$	756,644	$	(1,792)	$	(274,747)	$	480,105
Issuance of Class A common stock upon exercise of stock options	-	-		176,137	-		1,255		-		-		1,255
Stock-based compensation	-	-		-	-		6,290		-		-		6,290
Net income	-	-		-	-		-		-		17,970		17,970
Balance at March 31, 2026	-	$	-	45,980,892	$	-	$	764,189	$	(1,792)	$	(256,777)	$	505,620


	Three Months Ended March 31, 2025
	Redeemable Convertible Preferred Stock			Common Stock			Additional Paid-In Capital		Accumulated Other Comprehensive Loss		Accumulated Deficit		Total Stockholders’ Deficit
	Shares	Amount		Shares	Amount

Balance at December 31, 2024	29,084,235	$	419,409	10,925,950	$	-	$	30,545	$	-	$	(282,201)	$	(251,656)
Issuance of common stock upon exercise of stock options	-	-		130,387	-		365		-		-		365
Stock-based compensation	-	-		-	-		2,374		-		-		2,374
Net loss	-	-		-	-		-		-		(3,988)		(3,988)
Balance at March 31, 2025	29,084,235	$	419,409	11,056,337	$	-	$	33,284	$	-	$	(286,189)	$	(252,905)

The accompanying notes are an integral part of these interim financial statements.

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BillionToOne, Inc.

Statements of Cash Flows

(in thousands, unaudited)


	Three Months Ended March 31,
	2026		2025

Cash flows from operating activities:
Net income (loss)	$	17,970	$	(3,988)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Stock-based compensation	6,510		2,374
Depreciation and amortization	1,738		1,793


Amortization of operating right-of-use assets	1,252		1,217
Loss on disposal of fixed assets	57		3
Change in fair value of common stock warrant liability	(358)		(58)
Change in fair value of redeemable convertible preferred stock warrant liability	-		2


Change in fair value of term loan	2,779		1,797
Changes in operating assets and liabilities:
Accounts receivable	(19,688)		(4,881)
Inventories	(1,672)		(3,326)
Prepaid expenses and other current assets	(708)		515
Other non-current assets	77		(275)
Accounts payable	1,686		3,218
Accrued expenses and other current liabilities	2,483		1,856
Accrued commissions	(331)		916
Accrued compensation and employee benefits	5,512		2,716
Deferred revenue	(682)		(203)
Operating lease liabilities	(1,195)		(1,051)
Net cash provided by operating activities	15,430		2,625
Cash flows from investing activities:
Purchases of property and equipment	(4,471)		(2,347)
Net cash used in investing activities	(4,471)		(2,347)

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BillionToOne, Inc.

Statements of Cash Flows

(in thousands, unaudited)


	Three Months Ended March 31,
	2026		2025

Cash flows from financing activities:
Proceeds from issuance of debt	30,000		-


Principal payments on finance lease liabilities	(198)		(521)


Payment of deferred offering costs	(504)		-
Proceeds from exercise of stock options	1,218		365

Net cash provided by (used in) financing activities	30,516		(156)
Net increase in cash and cash equivalents	41,475		122
Cash and cash equivalents at beginning of period	495,975		191,477
Cash and cash equivalents at end of period	$	537,450	$	191,599

Supplemental cash flow disclosure:
Cash payments for interest	$	1,491	$	1,334
Cash paid for income taxes	$	129	$	-
Supplemental non-cash investing and financing activities:
Purchases of property and equipment in accounts payable and accrued expenses and other current liabilities	$	1,632	$	1,604

Deferred offering costs in accounts payable and accrued expenses and other current liabilities	$	-	$	237
Right-of-use assets obtained in exchange for new operating lease liabilities	$	4,010	$	-
Cash paid for amounts included in the measurement of operating lease liabilities	$	2,368	$	2,188

Operating cash flows from financing leases (interest paid)	$	10	$	39
Exercise of stock options for which cash had not been received	$	40	$	-

The accompanying notes are an integral part of these interim financial statements.

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BillionToOne, Inc.

Notes to Unaudited Interim Financial Statements

(1) Description of Business

BillionToOne, Inc. (the “Company”, “we”, or “our”) was formed in 2016 and is headquartered in Menlo Park, California. The Company is a precision diagnostics company that quantifies biology to create molecular diagnostics. The Company’s proprietary molecular counting platform is designed to detect and measure DNA molecules at the single-count level to help improve disease detection. The Company currently applies the proprietary technology to non-invasive prenatal screening (“Prenatal”) and liquid biopsy (“Oncology”).

(2) Summary of Significant Accounting Policies

Basis of Presentation

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). All intercompany transactions and balances have been eliminated upon consolidation.

The unaudited interim financial statements should be read in conjunction with the audited financial statements and related notes for the year ended December 31, 2025 included in the Company’s Annual Report on Form 10-K filed with the SEC on March 11, 2026.

For a summary of the Company’s significant accounting policies refer to “Note 2. Summary of Significant Accounting Policies” in the notes to the financial statements as of and for the year ended December 31, 2025 included in the Company’s Annual Report on Form 10-K. There have been no significant changes to these policies during the three months ended March 31, 2026.

Unaudited interim financial information

The unaudited financial statements do not include all disclosures, including certain notes required by GAAP on an annual reporting basis. The unaudited interim financial statements have been prepared on the same basis as the annual financial statements. In management’s opinion, the unaudited financial statements reflect all normal recurring adjustments necessary to state fairly the balance sheets, statements of operations and comprehensive income (loss), statements of redeemable convertible preferred stock and stockholders’ equity (deficit), and statements of cash flows for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the full fiscal year or any future period.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On a regular basis, management evaluates estimates, including, but not limited to: stock-based compensation, deferred tax assets and liabilities, useful lives of long-lived assets, the incremental borrowing rate applied to operating and finance leases, determination of revenue recognition and accounts receivable, and valuation of debt and common stock warrants. These estimates are inherently subject to judgment and actual results could differ from those estimates.

Risks and Uncertainties

Certain of the Company’s product candidates are in development. If the Company is unable to advance its product candidates through development, clinical validation and ultimately commercialize its product candidates, or experiences significant delays in doing so, the Company’s business will be materially harmed. Even if the Company completes the necessary validation studies and product development, the process to meet any applicable regulatory requirements can be expensive. As a result, the Company cannot predict when, or if, it will be able to commercialize a product candidate.

The Company is subject to certain risks and uncertainties that the Company believes could have a material adverse effect on its future financial position or results of operations. As of the date of issuance of the financial statements, the Company is not aware of any specific event or circumstance that would require it to update its estimates, judgments, or the carrying value of its assets or liabilities. These estimates may change as new

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BillionToOne, Inc.

Notes to Unaudited Interim Financial Statements

events occur and additional information is obtained and are recognized in the financial statements as soon as they become known. Actual results could differ from those estimates, and any such differences may be material to the Company’s financial statements.

The Company is subject to regulation and enforcement by the federal government and by authorities in state and foreign jurisdictions in which the Company conducts business. Such laws include, without limitation, state and federal anti-kickback, fraud and abuse, false claims, privacy and security laws and regulations. If the Company’s operations are found to be in violation of any such laws or government regulations that apply to use, the Company may be subject to penalties, including, without limitation, civil and criminal penalties, damages, fines, the curtailment or restructuring of operations and exclusion from participation in federal and state healthcare programs.

Revenue

The Company recognizes revenue upon transfer of control of promised goods and services in an amount that reflects the consideration it expects to be entitled to receive in exchange for those goods and services. Under ASC 606—Revenue from Contracts with Customers ("ASC 606"), the Company applies the following five-step approach:

•Identify the contract with a customer

•Identify the performance obligations in the contract

•Determine the transaction price

•Allocate the transaction price to the performance obligations in the contract

•Recognize revenue when, or as, a performance obligation is satisfied

The Company generates revenue primarily from prenatal and oncology testing services, which are referred to as testing services or test results. The Company considers the patient as its customer, that requests a test service through their physician. Test results are the single performance obligation being provided to customers. Testing service revenue is recognized at a point in time when test results are delivered to the ordering physician. The Company generally bills an insurance carrier, Medicaid, Medicare, the patient, or a combination upon delivery of test results.

The Company enters into contracts with third-party payors, including insurance carriers, Medicaid and Medicare, to set the pricing for tests provided to patients. Due to the nature of these third-party payor contract arrangements, the total consideration the Company expects to collect for test results is variable as they are dependent on the terms negotiated with the third-party payor. The predominance of the Company’s revenue is derived from payments by third-party insurance carriers.

The Company uses the expected value method of estimating variable consideration. The total consideration the Company expects to collect in exchange for the Company’s products is an estimate and is largely variable in nature. Consideration includes reimbursement from both patients and third-party payors. The Company establishes variable consideration by considering historical payment trends for tests delivered, test reimbursement disallowances, and contractual arrangements in place, among other factors, which is adjusted for current expectations. Current expectations of cash collections factor in changes in reimbursement rate trends, historical events not expected to recur, and future known changes such as anticipated contractual pricing changes or changes to insurance coverage. The Company also considers hindsight, where applicable, in estimates established for variable consideration and updates those estimates when actual experience supports doing so. In establishing variable consideration, the Company considers payors with similar reimbursement characteristics together. The Company monitors the cash collections against the estimated variable consideration over the expected cash collection period and any difference is recognized as an adjustment to estimated revenues after such estimated cash collection period has closed.

In January 2023, the Company entered a partnership with Johnson & Johnson ("J&J") under which the Company is licensing the Company’s proprietary knowledge, performing clinical trial support services including developing a clinical study assay, and other testing services to support a clinical trial for the counterparty. In March 2026, the Company amended and restated the agreement governing the partnership with J&J to amend

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BillionToOne, Inc.

Notes to Unaudited Interim Financial Statements

pricing and extend the term of the agreement, the extension is expected to have a duration of approximately three years. The Company concluded that the agreement and the amended agreement with J&J were within the scope of ASC 606 because the counterparty in the agreement meets the definition of a customer. The Company evaluated the terms of the agreement for revenue recognition, including whether the services are capable of being distinct and considered distinct within the context of the contract. The Company concluded that the licensing of the know how is not distinct from the other promises within the agreement and, as a result, was treated as a single performance obligation. Under this contract, the Company receives payments upon the achievement of milestones, including (i) receipt of approval of the trial, which was achieved in 2023, (ii) various patient enrollment milestones, and (iii) subsequent full trial completion, as well as reimbursement for testing services. In making an assessment of whether variable consideration should be included in the transaction price, the Company considers the degree of complexity and uncertainty associated with each milestone and related testing services, and whether achievement of the milestones and testing services are dependent on parties other than the Company.

In July 2025, the Company entered into a partnership with J&J for the development and commercialization of a companion diagnostic (CDx), intended for use with a new drug candidate of J&J. The Company is providing services related to regulatory filings to support companion diagnostic submissions for the Company’s assay. The development and regulatory support services represent a single performance obligation as the Company performs a significant integration service, such as analytical validation and regulatory submissions. The individual promises are not separately identifiable from other promises in the contract, and therefore, not distinct. The Company receives payment from achievement of milestones, including (i) various CDx development milestones, (ii) FDA regulatory submission and pre-approval, and (iii) CDx approval by FDA. For the companion diagnostic development and regulatory approval performed, the Company is compensated through a combination of an upfront fee and performance-based, non-refundable regulatory and development milestones. The transaction price represents variable consideration and the Company uses the most likely amount to estimate variable consideration. Application of the constraint for variable consideration to milestone payments is an area that requires significant judgment. The Company evaluates factors such as the scientific, clinical, regulatory, and other risks that must be managed to achieve the respective milestone and the level of effort and investment required to achieve the respective milestone. In making this assessment, the Company considers its historical experience with similar milestones, the degree of complexity and uncertainty associated with each milestone, and whether the achievement of the milestone is dependent on parties other than the Company. The constraint for variable consideration is applied to the contract price such that it is probable a significant cumulative reversal of revenue will not occur when the uncertainty associated with the contingency is resolved. Application of the constraint for variable consideration is assessed and updated at each reporting period as a revision to the estimated transaction price.

The Company recognizes revenue for the single performance obligation for each of the J&J partnership agreements over the period the services are provided. Specifically, the Company recognizes revenue using an input method to measure progress, utilizing costs incurred to-date relative to the total expected costs as a measure of progress. The Company assesses the changes to the total expected cost estimates in determining the revenue recognition for each reporting period.

The Company applies the practical expedient not to disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less. As of March 31, 2026, the Company’s remaining performance obligations beyond one year were approximately $7.6 million.

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BillionToOne, Inc.

Notes to Unaudited Interim Financial Statements

Disaggregation of revenue

The following table presents disaggregation of revenue by Prenatal, Oncology and Clinical trial support and other services for the three months ended March 31, 2026 and 2025 (in thousands):


	Three Months Ended March 31,
	2026		2025
Prenatal	$	96,525	$	56,076
Oncology	10,720		2,177
Clinical trial support and other services	1,143		710
Total revenues	$	108,388	$	58,963

Substantially all revenues recognized for the three months ended March 31, 2026 and 2025 were generated in the United States.

Revenue related to performance obligations satisfied in prior periods

For the three months ended March 31, 2026 and 2025, the Company recorded $9.2 million and $2.9 million, respectively, as revenue related to performance obligations satisfied in prior periods.

In 2026, the Company entered into new agreements with payors that resulted in an increase of revenue related to expected payments on the reprocessing of claims from the three months ended March 31, 2026 and the year ended December 31, 2025. Revenue related to services performed during the year ended December 31, 2025 that were covered by these payors contributed slightly more than half of the $9.2 million in revenue related to performance obligations satisfied in prior periods for the three months ended March 31, 2026.

Deferred revenue

Deferred revenue, which is a contract liability, consists of billings or cash received for services in advance of revenue recognition and is recognized as revenue when all the Company’s revenue recognition criteria are met. As of March 31, 2026 and December 31, 2025, the deferred revenue balance was $2.8 million and $3.5 million, respectively. All deferred revenue as of March 31, 2026 was classified as current. As of December 31, 2025, $1.3 million of the deferred revenue balance was classified as non-current and $2.2 million was classified as current. For the three months ended March 31, 2026 and 2025, revenue recognized from deferred revenue at the beginning of the period was $1.0 million and $0.7 million, respectively.

Comprehensive Income (Loss)

During the three months ended March 31, 2026 and 2025, the Company did not have any other comprehensive income (loss) and, therefore, the net income (loss) and comprehensive income (loss) was the same.

Segment information

Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources and assess performance. The Company’s Chief Executive Officer is the Company’s CODM. The CODM reviews financial information presented on a company-wide basis to make operating decisions, allocating resources, and evaluating financial performance. As such, the Company has determined that it is managed as one operating segment and one reportable segment.

Key areas of focus for the CODM when making decisions on the allocations of resources is cash used in operations as well as revenue, gross margin and net income (loss) and comprehensive income (loss); this information is used by the CODM and compared to budgeted amounts in order for the CODM to make decisions on how resources should be allocated across the organization. The Company’s segment measure of profitability is net income (loss) and comprehensive income (loss).

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BillionToOne, Inc.

Notes to Unaudited Interim Financial Statements

Segment revenues are predominantly derived from prenatal and oncology testing results, leveraging the Company’s diagnostic technology platform, which are delivered to patients, who are the Company’s customer. The Company’s customers are predominantly located in the United States. Substantially all of the Company’s long-lived assets are located in the United States. The Company’s technology platform is applied similarly in both the prenatal and oncology settings.

The financial statements provide the CODM with a view of the Company’s financial condition as it pertains to the Company’s assets, liabilities and expenses. Significant expense categories align with the expense categories and amounts presented on the statements of operations.

Recently Adopted Accounting Pronouncements

In July 2025, the FASB issued ASU 2025-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides for a practical expedient to estimate credit losses related to accounts receivable and contract assets from revenue contracts accounted for in accordance with ASC 606 using information as of the balance sheet date. The Company adopted this ASU effective for the Company’s fiscal year beginning January 1, 2026 and it did not have a material impact on the Company’s its financial statements and related disclosures.

Recently Issued Accounting Pronouncements not yet Adopted

In November 2024 and January 2025, the FASB issued ASU 2024-03 and ASU 2025-01, respectively, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires disclosure in the notes to the financial statements of specified information about an entity’s certain costs and expenses. The amendments to the standards are effective for the Company’s fiscal year beginning January 1, 2027 and interim periods beginning January 1, 2028. Early adoption is permitted. The amendments should be applied either prospectively to the financial statements issued for reporting periods after the effective date of this ASU or retrospectively to any or all prior periods presented in the financial statements. The Company is currently evaluating this ASU to determine the impact it may have on its financial statements and related disclosures.

In September 2025, the FASB issued ASU 2025-06, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which clarifies and expands the existing guidance on capitalizing implementation costs for cloud computing arrangements that are service contracts. The new guidance is effective for public business entities for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating this ASU to determine the impact it may have on its financial statements and related disclosures.

In September 2025, the FASB issued ASU 2025-07, Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract, which amends the guidance under ASC Topic 815 (Derivatives and Hedging) and ASC Topic 606 (Revenue from Contracts with Customers). The ASU (i) refines the scope for derivative accounting to exclude certain non-exchange-traded contracts whose underlyings are based on the operations or activities specific to one of the parties to the contract, and (ii) provides clarification on how to account for share-based noncash consideration from customers (such as equity instruments, warrants, or shares) received in exchange for the transfer of goods or services under a revenue contract. The new guidance is effective for public business entities for fiscal years beginning after December 15, 2026, and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating this ASU to determine the impact it may have on its financial statements and related disclosures.

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BillionToOne, Inc.

Notes to Unaudited Interim Financial Statements

(3) Fair Value Measurements

The fair value measurements of assets and liabilities that are measured at fair value on a recurring basis consisted of the following as of March 31, 2026 (in thousands):


	As of March 31, 2026
	Level 1		Level 2		Level 3		Total
Current assets:
Money market funds	$	392,993	$	-	$	-	$	392,993
Total assets	$	392,993	$	-	$	-	$	392,993
Liabilities:
Common stock warrants	$	-	$	8,924	$	-	$	8,924
Term loan	-		-		90,005		90,005
Total liabilities	$	-	$	8,924	$	90,005	$	98,929

The fair value measurements of assets and liabilities that are measured at fair value on a recurring basis consisted of the following as of December 31, 2025 (in thousands):


	As of December 31, 2025
	Level 1		Level 2		Level 3		Total
Current assets:
Money market funds	$	359,813	$	-	$	-	$	359,813
Total assets	$	359,813	$	-	$	-	$	359,813
Liabilities:
Common stock warrants	$	-	$	9,282	$	-	$	9,282
Term loan	-		-		57,226		57,226
Total liabilities	$	-	$	9,282	$	57,226	$	66,508

Level 3 instruments consist of the Company’s term loan due to the lack of relevant observable market data for the respective fair value inputs of the instrument.

In August 2024, the Company entered into a term loan agreement which the Company elected to account for using the fair value option. As such, the fair value of the debt is calculated by using the probability weighting of the present value of settlement scenarios (See Note 6).

The significant assumptions used in preparing the income approach model for valuing the term loan as of March 31, 2026 and December 31, 2025, are as follows:


	March 31, 2026		December 31, 2025
Discount rate	7.10	%	7.10	%
Annual interest rate	8.00	%	8.00	%
Expected term (years) – Scenario 1	4		4.25
Expected term (years) – Scenario 2	5.35		5.6

The fair values of the common stock warrants are measured using a probability weighted option pricing model.

The significant assumptions used in preparing the option pricing model for valuing the common stock warrant liability as of March 31, 2026 and December 31, 2025 are as follows:

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BillionToOne, Inc.

Notes to Unaudited Interim Financial Statements


	March 31, 2026		December 31, 2025

Exercise price	$2.80 - $10.92		$2.80 – $10.92
Volatility	70.9	%	53.5	%
Expected term (years)	0.1		0.3
Risk-free rate	3.74	%	3.63	%
Dividend yield	-	%	-	%

The redeemable convertible preferred stock warrant liability was reclassified to equity upon the exercise of the underlying warrants; as such, the redeemable convertible preferred stock warrant liability fair value was determined as of the date of exercise, on November 14, 2025.

The following tables present a summary of the changes in the fair value of the Company’s Level 3 financial instruments (in thousands):


	Term Loan
Balance at December 31, 2025	$	57,226
Additions	30,000
Adjustments to fair value	2,779
Balance at March 31, 2026	$	90,005


	Common Stock Warrants		Redeemable Convertible Preferred Stock Warrants		Term Loan
Balance at December 31, 2024	$	2,533	$	230	$	51,481
Adjustments to fair value	(58)		2		1,797
Balance at March 31, 2025	$	2,475	$	232	$	53,278

For the three months ended March 31, 2026 and 2025, the Company recognized losses related to the change in fair value of the term loan in change in fair value of term loan in the statements of operations and comprehensive income (loss).

For the three months ended March 31, 2026 and 2025, the Company recognized gains (losses) related to the change in the fair value of the common stock warrant liability and for the three months ended March 31, 2025, the Company recognized a loss related to the change in convertible preferred stock warrant liability in other expense, net in the statements of operations and comprehensive income (loss).

The common stock warrant liability is recorded within common stock warrant liability on the balance sheet as of March 31, 2026 and December 31, 2025. The term loan is recorded within long-term debt on the balance sheets as of March 31, 2026 and December 31, 2025.

During the three months ended March 31, 2026 and 2025, the Company had no transfers of financial assets or liabilities between different levels of the fair value hierarchy.

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BillionToOne, Inc.

Notes to Unaudited Interim Financial Statements

(4) Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following (in thousands):


	March 31, 2026		December 31, 2025
Accrued professional services	$	1,989	$	2,591
Accrued inventory purchases	2,307		995
Accrued fixed asset purchases	482		1,006
Accrued property and other taxes	155		188
Accrued information technology purchases	532		462
Accrued legal expense	787		968
Accrued phlebotomy expense	341		200

Accrued rent	54		174
Accrued clinical expenses	224		35
Other	1,763		628
Accrued expenses and other current liabilities	$	8,634	$	7,247

(5) Commitments and Contingencies

Legal Proceedings

From time to time, the Company is party to certain claims in the ordinary course of business. The Company, in conjunction with its legal counsel, assesses the need to record a liability for litigation or contingencies. A liability is recorded when and if it is determined that such a liability for litigation or contingencies is both probable and the amount can be reasonably estimated. The Company believes that it is not presently a party to any litigation of which the outcome, if determined adversely, would individually or in the aggregate be expected to have a material and adverse effect on the business, operating results, cash flows, or financial position. Legal fees are expensed in the period in which they are incurred.

Indemnification Agreements

The Company has entered into indemnification agreements with its directors and officers against any liabilities that may arise by reason of their status or service as directors or officers, other than liabilities arising from willful misconduct of the individual.

Additionally, in the ordinary course of business, the Company enters into agreements of varying scope and terms pursuant to which it agrees to indemnify customers, vendors, lessors, business partners, and other parties with respect to certain matters, including, but not limited to, losses arising out of the breach of such agreements, services to be provided by the Company, or from intellectual property infringement claims made by third parties. As of March 31, 2026 and December 31, 2025, no demands have been made upon the Company to provide indemnification under such agreements, and there are no claims that the Company is aware of that could have a material adverse effect on its financial position, results of operations, or cash flows. Accordingly, the Company has no liabilities recorded for these agreements as of March 31, 2026 and December 31, 2025.

(6) Long-term Debt

Oberland Note Purchase Agreement

In August 2024, the Company entered into a note purchase agreement (the “2024 Notes”) with BWCB SA LLC, an entity affiliated with Oberland Capital Management, LLC (“Oberland Capital”), which provided the Company with up to four tranches of capital advances totaling up to $140.0 million. The advanced principal accrues interest at a rate of 8.0% per annum. The first tranche of $50.0 million was advanced on August 5, 2024, with a Maturity Date on the seventh anniversary of the first purchase date (August 5, 2031). The first tranche requires interest-only payments through August 5, 2031 and a lump sum payment due on August 5, 2031.

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BillionToOne, Inc.

Notes to Unaudited Interim Financial Statements

The second tranche of up to $35.0 million in principal was available at the Company’s option at any time prior to September 30, 2025 provided that the trailing six-month worldwide net revenue of the Company is at least $80.0 million. The Company did not elect the option to draw on the second tranche.

The Company was required to sell the third tranche of notes in the amount of $30.0 million prior to March 31, 2026 as the Company achieved the revenue and gross margin thresholds triggering this obligation during the first half of fiscal 2025. The third tranche of $30.0 million was advanced on March 31, 2026, with a Maturity Date on the seventh anniversary of the initial purchase date (August 5, 2031). The third tranche requires interest-only payments through August 5, 2031 and a lump sum payment due on August 5, 2031. The thresholds triggering this tranche were trailing six-month revenue of at least $112.5 million and a trailing six-month gross margin of at least 45%. Gross Margin is defined as (I) net revenue minus cost of goods sold divided by (II) net revenue, expressed as a percentage. The terms of the third tranche are identical to those of the first $50.0 million tranche. Lastly, the fourth tranche of up to $25.0 million in principal was made available to the Company at the mutual agreement of the parties at any time prior to March 31, 2026. The Company did not elect the option to draw on the fourth tranche.

The Company has the option at any time to prepay all of the then-outstanding notes, and Oberland Capital has the option to redeem the notes upon (i) a change in control of the Company, (ii) an event of default, or (iii) the maturity date. The redemption price of the notes shall equal to the following: (1) 130% of principal amounts of notes if the payment is made within 24 months of issuance; (2)145% of principal amounts of notes if the payment is made within 36 months of issuance; (3) If the payment is made within 48 months, an amount that would generate an internal rate of return (“IRR”) of 12.25%; (4) if the payment is made within 60 months of the issuance, an amount that would generate an IRR of 11.75%; (5) if the payment is made thereafter but before maturity, an amount that would generate an IRR of 11.25%; and (6) if the payment is made at maturity, an amount that would generate an IRR of 10.0%.

The Company is required to maintain trailing six-month net revenue based on a schedule that gradually increases up to $120.0 million as of the year ending December 31, 2026.


Period	Minimum Trailing Six-Month Net Revenue Threshold (in millions)
Q1 2026	$	87.2
Q2 2026	$	101.8
Q3 2026	$	117.2

SEC Form 10-Q filed by BillionToOne Inc.