neo-20260331

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 March 31, 2026


☐			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: 001-35756

NEOGENOMICS, INC.

(Exact name of registrant as specified in its charter)


Nevada		74-2897368
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

9490 NeoGenomics Way,	Fort Myers,
Florida		33912
(Address of principal executive offices)		(Zip Code)

(239) 768-0600

(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 each exchange on which registered

Common stock ($0.001 par value)

NEO

The Nasdaq Stock Market LLC

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 S 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 S 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 S

As of April 24, 2026, the registrant had 130,211,780 shares of common stock, par value $0.001 per share outstanding.

TABLE OF CONTENTS


PART I FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)						5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations						22
Item 3. Quantitative and Qualitative Disclosures About Market Risk						33
Item 4. Controls and Procedures						33

PART II OTHER INFORMATION
Item 1. Legal Proceedings						34
Item 1A. Risk Factors						34
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds						34
Item 3. Defaults Upon Senior Securities						34
Item 4. Mine Safety Disclosures						34
Item 5. Other Information						34
Item 6. Exhibits						35
SIGNATURES						36

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements. These forward-looking statements generally can be identified by the use of words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “goal,” “intends,” “may,” “plan,” “potential,” , “project,”, “seek,” “will,” “would,” and similar words and expressions, although not all forward-looking statements contain these identifying words. These forward-looking statements address various matters, including the Company’s strategy, planned future operations and related expectations with respect to timing and performance, future financial position, future revenues, growth potential and expected growth drivers, the timing, performance and anticipated benefits of collaboration, partnership and licensing activities, projected costs and capital expenditures, prospects and plans, and objectives of management. The Company may not actually achieve the plans, intentions or expectations disclosed in the forward-looking statements and you should not place undue reliance on the forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties that could cause the Company's actual results, performance or achievements to differ materially from those expressed or implied by the forward-looking statements. Applicable risks and uncertainties include, among others, the Company's ability to identify and implement appropriate financial and operational initiatives to execute on its strategic priorities, to enter new markets and increase market share in both current and new markets, to assemble and maintain an effective executive team, to continue gaining new customers, develop and commercialize new types of tests, integrate its acquisitions, manage the effects of seasonality, execute on its long-range strategic priorities, and otherwise implement its business plans, as well as the potential impact of evolving regulatory requirements related to laboratory developed tests, the impact of tariffs and trade policy uncertainty on the Company's supply chain and costs, and any potential reimbursement changes by the government and commercial payors, and the risks set forth in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the Securities and Exchange Commission (the “SEC”) on February 17, 2026.

The forward-looking statements included in this Quarterly Report on Form 10-Q speak only as of the date of this report, and the Company undertakes no obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. New risk factors emerge from time to time and it is not possible for management to predict all of such risk factors, nor can it assess the impact of each such factor on the Company's 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.

Glossary

Throughout this Quarterly Report on Form 10-Q, we may use certain abbreviations, acronyms and terms which are described below:



ACLA						American Clinical Laboratory Association

CAP						College of American Pathologists

CLIA						Clinical Laboratory Improvement Amendments of 1988
CMS						Centers for Medicare and Medicaid Services
CRO						Contract research organizations


FDA						U.S. Food and Drug Administration
FISH						Fluorescence In-Situ Hybridization
GAAP						U.S. generally accepted accounting principles


IHC						Immunohistochemistry
LDT						Laboratory developed tests
LIMS						Laboratory Information Management System

MRD						Molecular residual disease
NGS						Next-generation sequencing
OIG						The Office of Inspector General of the Department of Health and Human Services
PCR						Polymerase chain reaction

PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

NEOGENOMICS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)


	(unaudited) March 31, 2026		December 31, 2025
ASSETS
Current assets
Cash and cash equivalents	$	146,143	$	159,618

Accounts receivable, net	167,424		159,242
Inventories	29,837		28,566
Prepaid assets	23,666		21,443
Other current assets	6,614		7,417

Total current assets	373,684		376,286
Property and equipment (net of accumulated depreciation of $215,966 and $209,057, respectively)	83,659		84,834
Operating lease right-of-use assets	76,703		78,444
Intangible assets, net	278,895		286,528
Goodwill	523,995		524,344




Other assets	9,595		9,394
Total non-current assets	972,847		983,544
Total assets	$	1,346,531	$	1,359,830
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	25,898	$	23,090
Accrued compensation	40,576		47,580
Accrued expenses and other liabilities	12,727		12,003

Current portion of operating lease liabilities	4,828		4,776



Contract liabilities	561		851

Total current liabilities	84,590		88,300
Long-term liabilities

Operating lease liabilities	61,461		62,822
Convertible senior notes, net	342,240		341,858


Deferred income tax liabilities, net	17,450		18,219
Other long-term liabilities	12,030		12,069
Total long-term liabilities	433,181		434,968
Total liabilities	$	517,771	$	523,268
Commitments and contingencies (Note 11)
Stockholders’ equity
Common stock, $0.001 par value, (250,000,000 shares authorized; 129,653,642 and 128,989,152 shares issued and outstanding, respectively)	$	129	$	129
Additional paid-in capital	1,279,539		1,270,235
Accumulated other comprehensive income (loss)	4		4
Accumulated deficit	(450,912)		(433,806)


Total stockholders' equity	$	828,760	$	836,562
Total liabilities and stockholders’ equity	$	1,346,531	$	1,359,830

See the accompanying notes to the unaudited Condensed Consolidated Financial Statements.

NEOGENOMICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(unaudited)


	Three Months Ended March 31,
	2026		2025
NET REVENUE	$	186,672	$	168,035

COST OF REVENUE	105,808		94,789

GROSS PROFIT	80,864		73,246
Operating expenses:
General and administrative	65,741		68,207
Research and development	9,534		10,181
Sales and marketing	23,830		22,683


Total operating expenses	99,105		101,071
LOSS FROM OPERATIONS	(18,241)		(27,825)
Interest income	(1,273)		(3,721)
Interest expense	598		1,618
Other expense (income), net	12		(65)
Loss before taxes	(17,578)		(25,657)
Income tax (benefit) expense	(472)		266
NET LOSS	$	(17,106)	$	(25,923)








NET LOSS PER SHARE
Basic	$	(0.13)	$	(0.20)
Diluted	$	(0.13)	$	(0.20)

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
Basic	129,166		127,376
Diluted	129,166		127,376

See the accompanying notes to the unaudited Condensed Consolidated Financial Statements.

NEOGENOMICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(in thousands)

(unaudited)


	Three Months Ended March 31,
	2026		2025
NET LOSS	$	(17,106)	$	(25,923)

OTHER COMPREHENSIVE INCOME:

Net unrealized gain on marketable securities, net of tax	—		150


Total other comprehensive income, net of tax	—		150
COMPREHENSIVE LOSS	$	(17,106)	$	(25,773)

See the accompanying notes to the unaudited Condensed Consolidated Financial Statements.

NEOGENOMICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(unaudited, in thousands, except share data)


	Common Stock		Additional Paid-In Capital			Accumulated Other Comprehensive Income		Accumulated Deficit				Total
		Shares			Amount
Balance, December 31, 2025		128,989,152	$	129		$	1,270,235	$	4	$	(433,806)		$	836,562
Issuance of common stock for ESPP		94,795	—			909		—		—			909
Issuance of restricted stock, net of forfeitures		485,573	—			(2,002)		—		—			(2,002)
Issuance of common stock for stock options		84,122	—			764		—		—			764
Stock issuance fees and expenses		—	—			(3)		—		—			(3)
Stock-based compensation expense		—	—			9,636		—		—			9,636



Net loss		—	—			—		—		(17,106)			(17,106)
Balance, March 31, 2026		129,653,642	$	129		$	1,279,539	$	4	$	(450,912)		$	828,760


	Common Stock		Additional Paid-In Capital			Accumulated Other Comprehensive Loss		Accumulated Deficit		Total
		Shares			Amount
Balance, December 31, 2024		128,145,333	$	128		$	1,228,198	$	(206)	$	(325,781)	$	902,339
Issuance of common stock for ESPP		132,961	—			1,424		—		—		1,424
Issuance of restricted stock, net of forfeitures		70,829	—			(530)		—		—		(530)
Issuance of common stock for stock options		7,204	—			58		—		—		58
Stock issuance fees and expenses		—	—			(3)		—		—		(3)
Stock-based compensation expense		—	—			10,754		—		—		10,754
Net unrealized gain on marketable securities, net of tax		—	—			—		150		—		150

Net loss		—	—			—		—		(25,923)		(25,923)
Balance, March 31, 2025		128,356,327	$	128		$	1,239,901	$	(56)	$	(351,704)	$	888,269

See the accompanying notes to the unaudited Condensed Consolidated Financial Statements.

NEOGENOMICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)


	Three Months Ended March 31,
	2026		2025
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(17,106)	$	(25,923)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	8,780		9,366
Amortization of intangibles	7,633		8,362
Stock-based compensation	9,636		10,754
Non-cash operating lease expense	1,720		1,584






Other adjustments	402		772
Changes in assets and liabilities, net
Accounts receivable, net	(8,182)		(668)
Inventories	(1,271)		(3,024)
Prepaid and other assets	(1,395)		(3,105)
Operating lease liabilities	(1,299)		(1,090)
Deferred income tax liabilities, net	(769)		(541)
Accrued compensation	(7,004)		(22,957)


Accounts payable and other liabilities	718		1,143
Net cash used in operating activities	(8,137)		(25,327)
CASH FLOWS FROM INVESTING ACTIVITIES

Proceeds from maturities of marketable securities	—		8,060

Purchases of property and equipment	(5,000)		(4,500)



Net cash (used in) provided by investing activities	(5,000)		3,560
CASH FLOWS FROM FINANCING ACTIVITIES

Issuance of common stock, net	(338)		949

Net cash (used in) provided by financing activities	(338)		949



Net change in cash and cash equivalents	(13,475)		(20,818)
Cash and cash equivalents, beginning of period	159,618		367,012
Cash and cash equivalents, end of period	$	146,143	$	346,194


Supplemental disclosure of cash flow information:
Interest paid	$	431	$	1
Income taxes paid	$	—	$	—
Supplemental disclosure of non-cash investing and financing information:




Purchases of property and equipment included in accounts payable	$	4,321	$	1,376

See the accompanying notes to the unaudited Condensed Consolidated Financial Statements.

NEOGENOMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Note 1. Nature of the Business

NeoGenomics, Inc., a Nevada corporation (the “Company” or “NeoGenomics”), and its subsidiaries provide a wide range of oncology diagnostic testing and consultative services, including technical laboratory services and professional interpretation of laboratory test results by licensed physicians or molecular experts who specialize in pathology and oncology. The Company operates a network of cancer-focused testing laboratories in the United States and the United Kingdom.

Note 2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying interim Condensed Consolidated Financial Statements (“Consolidated Financial Statements”) are unaudited and have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information. All intercompany transactions and balances have been eliminated in the accompanying Consolidated Financial Statements.

The accounting policies of the Company are the same as those set forth in Note 2. Summary of Significant Accounting Policies, to the audited Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Unaudited Interim Financial Information

Certain information and footnote disclosures normally included in the Company’s annual audited Consolidated Financial Statements and accompanying notes have been condensed or omitted in the accompanying interim Consolidated Financial Statements and footnotes. Accordingly, the accompanying interim unaudited Consolidated Financial Statements included herein should be read in conjunction with the audited Consolidated Financial Statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

The results of operations presented in this Quarterly Report on Form 10-Q are not necessarily indicative of the results of operations that may be expected for any future periods. In the opinion of Management, these unaudited Consolidated Financial Statements include all adjustments and accruals, consisting only of normal, recurring adjustments that are necessary for a fair statement of the results of all interim periods reported herein.

Use of Estimates

The Company prepares its Consolidated Financial Statements in conformity with GAAP. These principles require management to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, together with amounts disclosed in the related notes to the Consolidated Financial Statements. Actual results and outcomes may differ from management’s estimates, judgments and assumptions. Significant estimates, judgments and assumptions used in these Consolidated Financial Statements include, but are not limited, to those related to revenue recognition and the determination of the amount expected to be collected, including estimates of implicit price concessions, accounts receivable and related allowances, contingencies, self-insurance exposures, useful lives and recovery of long-term assets and intangible assets, the fair value of assets and liabilities acquired in business combinations, income taxes and valuation allowances, stock-based compensation, and impairment analysis of goodwill. These estimates, judgments, and assumptions are reviewed periodically and the effects of material revisions in estimates are reflected on the Consolidated Financial Statements prospectively from the date of the change in estimate.

Self-Insurance

The Company is self-insured for its employee health care benefits. Liabilities for self-insured exposures are accrued for the amounts expected to be paid based on historical claims experience and actuarial data for forecasted settlements of claims filed and for incurred but not yet reported claims. As of March 31, 2026, the Company has recorded a self-insurance liability of $1.7 million. The Company’s estimate is subject to inherent variability which may lead to ultimate payments being either greater or less than the amounts presented above. Self-insurance liabilities have been classified as a current liability in accrued compensation on the Consolidated Balance Sheets.

Sales and Marketing Expenses

Sales and marketing expenses are primarily attributable to employee-related costs including sales management, sales representatives, sales and marketing consultants, and marketing and customer service personnel. Advertising costs are expensed at the time they are incurred and were immaterial for the three months ended March 31, 2026 and 2025.

NEOGENOMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

Accounting Pronouncements Pending Adoption

In September 2025, the FASB issued ASU No. 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. This update replaces the existing “development phase” model with a principle based threshold approach, allowing capitalization of software development costs once management has authorized funding and it is probable the project will be completed and used as intended, provided there is no significant development uncertainty. ASU 2025-06 is effective for fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of this standard on its financial statement presentation and disclosures.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income (Topic 220): Expense Disaggregation Disclosures. This update requires entities to disaggregate operating expenses into specific categories, such as purchases of inventory, compensation, depreciation, and amortization, to provide enhanced transparency into the nature and function of expenses. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, with early adoption permitted. ASU 2024-03 may be applied retrospectively or prospectively. The Company is currently evaluating the impact of this standard on its financial statement presentation and disclosures.

Note 3. Acquisitions and Disposals

Acquisition of Pathline, LLC

On April 4, 2025 (the “Pathline Acquisition Date”), the Company completed the acquisition of a 100% ownership interest in Pathline LLC (“Pathline”), a CLIA/CAP/NYS-certified laboratory based in New Jersey. The purchase price consisted of (i) gross initial consideration of $8.0 million, which was reduced by a net adjustment of $0.7 million reflective of cash and other adjustments and (ii) up to $2.0 million of contingent consideration if Pathline completes certain validation milestones within a specific timeline. As of the Pathline Acquisition Date, the Company estimated the contingent consideration liability to be $1.0 million, reflecting its best estimate regarding the achievement of the validation milestone. In September 2025, the Company met the contingent consideration threshold of $1.0 million upon achievement of the validation milestone. The Pathline acquisition aligns with the Company's strategic objective of expanding its presence, capabilities, and offerings in the Northeastern United States.

The acquisition of Pathline was determined to be a business combination and has been accounted for using the acquisition method. The purchase price and purchase price allocation were based upon management’s best estimates and assumptions and were considered final as of March 31, 2026. The following table summarizes the purchase consideration recorded for the acquisition of Pathline, the fair value of the net assets acquired and liabilities assumed, and the calculation of goodwill based on the excess of the consideration transferred over the fair value of the net assets acquired and liabilities assumed at the Pathline Acquisition Date (in thousands, except per share data):

NEOGENOMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)


	April 4, 2025 (as initially reported)		Measurement Period Adjustments		April 4, 2025 (as adjusted)
Purchase consideration:
Initial cash consideration, net(1)	$	7,275	$	220	$	7,495


Contingent consideration	1,000		—		1,000
Total purchase consideration	$	8,275	$	220	$	8,495

Allocation of the purchase consideration:
Cash and cash equivalents	$	317	$	—	$	317
Accounts receivable, net	3,324		—		3,324
Inventories	657		—		657
Prepaid and other current assets	443		234		677
Intangible assets	1,200		—		1,200
Property and equipment	1,264		—		1,264
Operating lease right-of-use assets	6,632		(161)		6,471
Other non-current assets	200		—		200
Total identifiable assets acquired	14,037		73		14,110




Total identifiable liabilities assumed	10,602		(258)

SEC Form 10-Q filed by NeoGenomics Inc.