BillionToOne, Inc 8-K, filed Mar 4, 2026
BillionToOne, Inc. (BLLN)
8-K
2026-03-04
For: 2026-03-04
View Original
Added on
April 07, 2026
About this 8-K
BillionToOne, Inc filed this 8-K on March 4, 2026.
Items reported
- Item 2.02: Financial results
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
FORM 8-K
___________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 4, 2026
___________________________________
(Exact name of Registrant as specified in its charter)
___________________________________
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(Address of principal executive offices including zip code)
Registrant’s telephone number, including area code: (650 ) 460-2551
(Former name or former address, if changed since last report)
___________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item 2.02 Results of Operations and Financial Condition.
On March 4, 2026 , BillionToOne, Inc. (the “Company”) issued a press release announcing financial results for the quarter and year ended December 31, 2025. A copy of the Company’s press release is attached hereto as Exhibit 99.1.
The information in this Current Report on Form 8-K and the accompanying Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is not to be incorporated by reference into any filing by the Company under the Securities Act of 1933, as amended or the Exchange Act, regardless of any general incorporation language contained in such filing, unless otherwise expressly stated in such filing.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 4, 2026, the Board of Directors (the “Board”) of BillionToOne, Inc. (the “Company”), based upon the recommendation of the Compensation Committee of the Board (the “Compensation Committee”), approved and adopted the BillionToOne Annual Incentive Plan (the “Bonus Plan”) to be effective for performance periods beginning January 1, 2026. The Bonus Plan is intended to attract, retain and motivate top performing employees, and reward exceptional individual performance. The Company’s executive officers and such other employees as designated by the Company’s Chief Executive Officer are eligible to receive incentive bonuses under the Plan. With respect to the Company’s executive officers, the Bonus Plan is administered by the Compensation Committee and by the Company’s Chief Executive Officer with respect to all other participants.
Incentive bonuses under the Bonus Plan will be paid based on the achievement of performance goals for the applicable performance period (which the Company expects to be each fiscal year), in each case, as determined by the administrator. Payment of incentive bonuses under the Bonus Plan may be made in the form of cash or fully vested shares of the Company’s Class A Common Stock granted under the Company’s 2025 Equity Incentive Plan, as determined by the administrator, and may be prorated for new hires and promotions. A participant will generally be required to remain employed through the applicable payment date in order to be eligible to receive payment of an incentive bonus under the Bonus Plan. The Board and the Compensation Committee may amend or terminate the Bonus Plan at any time. Incentive bonuses paid under the Bonus Plan are subject to the Company’s clawback policy and applicable law.
The foregoing summary of the Bonus Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Bonus Plan, which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit | Description | ||||
| 99.1 | |||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
BillionToOne, Inc. | |||||||||||||||||
Date: | By: | /s/ Ross Taylor | |||||||||||||||
Name: | Ross Taylor | ||||||||||||||||
Title: | Chief Financial Officer | ||||||||||||||||
BillionToOne Reports Fourth Quarter and Full Year 2025 Results and Raises 2026 Revenue Guidance
MENLO PARK, CA, March 4, 2026 - BillionToOne, Inc. (NASDAQ: BLLN), a next-generation molecular diagnostics company with a mission to create powerful and accurate tests that are accessible to all, today reported its financial results for the fourth quarter and full year ended December 31, 2025 and raised guidance for full year 2026.
Financial Highlights:
●Total revenue of $96.1 million in the fourth quarter of 2025, compared to $45.1 million in the fourth quarter of 2024, an increase of 113%.
●Prenatal clinical testing revenue was $86.1 million in the fourth quarter of 2025, an increase of 99% from the fourth quarter 2024.
●Oncology clinical testing revenue was $9.1 million in the fourth quarter of 2025, more than 8x higher than the $1.1 million reported in the fourth quarter of 2024.
●Gross profit margin was 71% in the fourth quarter of 2025, compared to 57% in the fourth quarter of 2024, a 14 percentage-point increase year-over-year.
●170,000 tests delivered in the fourth quarter of 2025, compared to 116,000 tests delivered in the fourth quarter of 2024, an increase of 47%.
●Operating income of $10.3 million in the fourth quarter of 2025, compared to a $11.7 million operating loss in the fourth quarter of 2024.
●Net cash flow, excluding the net proceeds received from the issuance of common stock in connection with the IPO, was $8.8 million in the fourth quarter of 2025 and $12.5 million in the full year 2025.
●Raised 2026 full year revenue guidance to be in a range of $430 million to $445 million, which represents 41% to 46% growth over 2025.
●Expects positive operating income for the full year 2026.
Recent Operating Highlights:
●In February, we launched our expanded Red Blood Cell Fetal Antigen NIPT offering and our Platelet Fetal Antigen NIPT offering in prenatal product lines. These two products represent the first, and only, non-invasive prenatal tests in the U.S. designed to determine fetal antigen status across both red blood cell and platelet antigens in pregnancies affected by or at risk for Hemolytic Disease of the Fetus and Newborn (HDFN) and Fetal and Neonatal Alloimmune Thrombocytopenia (FNAIT).
●Also in Q1 of 2026, we launched Northstar PGx and Northstar Select CH in oncology products. Northstar PGx and Northstar CH are add-on applications for our Northstar Select test, and expand the Northstar platform beyond genomic profiling to address chemotherapy safety (PGx) and clonal hematopoiesis (CH)—two critical decision points in selecting the right therapy for patients.
"2025 demonstrated how the compounding power of a differentiated technology platform, category-defining products, and disciplined execution can produce an extraordinary outcome,” said Dr. Oguzhan Atay, Co-Founder and CEO of BillionToOne. "With new prenatal and oncology products already launched, expanding payer coverage, and a growing base of providers choosing our tests, we are executing to solve
the hardest problems in healthcare and give patients the answers they need. Entering 2026, we believe we are still in the earliest chapters of what is possible, and remain confident that our smNGS platform will continue to unlock diagnostic capabilities that transform patient lives one molecule at a time.”
| Three Months Ended December 31, (Unaudited) | Year Ended December 31, (Unaudited) | ||||||||||||||||||||||||||||||||||
| 2025 | 2024 | % | 2025 | 2024 | % | ||||||||||||||||||||||||||||||
| Revenue ($ in millions) | |||||||||||||||||||||||||||||||||||
| Prenatal | $ | 86.1 | $ | 43.2 | 99 | % | $ | 277.1 | $ | 145.9 | 90 | % | |||||||||||||||||||||||
| Oncology | $ | 9.1 | $ | 1.1 | 735 | % | $ | 25.0 | $ | 2.9 | 748 | % | |||||||||||||||||||||||
| Clinical Trial Support and Other Services | $ | 0.8 | $ | 0.8 | 6 | % | $ | 3.1 | $ | 3.7 | (18) | % | |||||||||||||||||||||||
| Total Revenue | $ | 96.1 | $ | 45.1 | 113 | % | $ | 305.1 | $ | 152.6 | 100 | % | |||||||||||||||||||||||
| Note: Numbers may not add due to rounding | |||||||||||||||||||||||||||||||||||
| Three Months Ended December 31, (Unaudited) | Year Ended December 31, (Unaudited) | ||||||||||||||||||||||||||||||||||
| 2025 | 2024 | % | 2025 | 2024 | % | ||||||||||||||||||||||||||||||
| Total tests accessioned | 168,000 | 115,000 | 46 | % | 616,000 | 410,000 | 50 | % | |||||||||||||||||||||||||||
| Total tests delivered | 170,000 | 116,000 | 47 | % | 610,000 | 405,000 | 51 | % | |||||||||||||||||||||||||||
| Overall ASP | $ | 561 | $ | 382 | 47 | % | $ | 495 | $ | 368 | 35 | % | |||||||||||||||||||||||
Fourth Quarter 2025 Financial Results
Total revenue was $96.1 million in the fourth quarter of 2025 compared to $45.1 million in the fourth quarter of 2024, an increase of 113%. The increase in total revenue was driven by a 47% increase in the number of total tests delivered and a 47% increase in Overall ASP. Both prenatal and oncology delivered strong test volume growth quarter-over-quarter and year-over-year.
Gross profit was $68.6 million in the fourth quarter of 2025, compared to $25.7 million in the fourth quarter of 2024, representing a gross margin of 71% in the fourth quarter of 2025 and 57% in the fourth quarter of 2024. Increases in Overall ASP and reductions in Overall Cost-Per-Test drove the improvement in gross profit margin compared to the fourth quarter of 2024.
Total operating expenses were $58.3 million in the fourth quarter of 2025, compared to $37.4 million in the fourth quarter of 2024 an increase of 56%.
Operating income was $10.3 million in the fourth quarter of 2025, compared to an operating loss of $11.7 million in the fourth quarter of 2024. Operating margin was 11% in the fourth quarter of 2025.
Net income available to common shareholders in the fourth quarter of 2025 was $4.4 million, or $0.11 per diluted share, compared to a net loss of $11.5 million, or $1.13 per diluted share, in the fourth quarter of 2024.
Full Year 2025 Financial Results
Total revenue was $305.1 million in 2025 compared to $152.6 million in 2024, an increase of 100%. The increase in total revenues was driven by a 51% increase in the number of total tests delivered and a 35%
increase in Overall ASP. Both prenatal and oncology delivered strong test volume growth compared to 2024.
Gross profit was $208.5 million in 2025, compared to $80.9 million in 2024, representing a gross margin of 68% in 2025 and 53% in 2024. Increases in Overall ASP and reductions in Overall Cost-Per-Test drove the improvement in the gross profit margin compared to 2024.
Total operating expenses were $192.4 million in 2025, compared to $128.1 million in 2024, an increase of 50%.
Operating income was $16.0 million in 2025, compared to an operating loss of $47.1 million in 2024. Operating margin was 5% in 2025.
Net income available to common shareholders for 2025 was $2.9 million, or $0.14 per diluted share, compared to a net loss of $41.6 million, or $4.12 per diluted share, for 2024.
As of December 31, 2025, BillionToOne held approximately $496.0 million in cash and cash equivalents.
Financial Outlook
BillionToOne now expects full year 2026 total revenue of $430 million to $445 million, representing growth of 41% to 46% compared to full year 2025. This compares to the company’s previous guidance of $415 million to $430 million.
BillionToOne also expects positive GAAP operating income for the full year 2026.
Webcast and Conference Call Information
BillionToOne will host a conference call today, March 4, 2026, at 1:30pm Pacific Time / 4:30pm Eastern Time. Investors interested in listening to the conference call are required to register online. A live and archived webcast of the event can be accessed at https://investors.billiontoone.com/.
About BillionToOne
Headquartered in Menlo Park, California, BillionToOne is a molecular diagnostics company with a mission to create powerful and accurate tests that are accessible to all. The company's patented Quantitative Counting Templates™ (QCT™) molecular counting platform is the only multiplex technology that can accurately count DNA molecules at the single-molecule level.
Forward-Looking Statements
This press release contains certain forward-looking statements within the meaning of federal securities laws. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Forward-looking statements in this press release include, but are not limited to, statements regarding revenue, income and other financial information for the full year of 2026. These statements are based on management’s current expectations, forecasts and assumptions, and actual outcomes and results could differ materially from
these statements due to a number of factors, some of which are beyond BillionToOne’s control. These and additional risks and uncertainties that could affect BillionToOne’s financial and operating results and cause actual results to differ materially from those indicated by the forward-looking statements made in this press release. These risks and uncertainties include those discussed under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operation” and elsewhere in BillionToOne’s most recently filed quarterly report on Form 10-Q, the annual report on Form 10-K that BillionToOne will file for the year ended December 31, 2025, and other filings BillionToOne makes with the Securities and Exchange Commission from time to time. The forward-looking statements in this press release are based on information available to BillionToOne as of the date hereof, and BillionToOne disclaims any obligation to update any forward-looking statements provided to reflect any change in its expectations or any change in events, conditions, or circumstances on which any such statement is based, except as required by law. These forward-looking statements should not be relied upon as representing BillionToOne’s views as of any date subsequent to the date of this press release.
BillionToOne, Inc.
Statements of Operations
(in thousands, except per share amounts, unaudited)
| Three Months Ended December 31, | Year Ended December 31, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Revenue | $ | 96,053 | $ | 45,077 | $ | 305,112 | $ | 152,582 | |||||||||||||||
| Cost of revenue | 27,449 | 19,358 | 96,654 | 71,667 | |||||||||||||||||||
| Gross profit | 68,604 | 25,719 | 208,458 | 80,915 | |||||||||||||||||||
| Operating expenses: | - | - | |||||||||||||||||||||
| Research and development | 14,250 | 10,996 | 49,384 | 36,596 | |||||||||||||||||||
| Selling, general and administrative | 44,022 | 26,415 | 143,051 | 91,465 | |||||||||||||||||||
| Total operating expenses | 58,272 | 37,411 | 192,435 | 128,061 | |||||||||||||||||||
| Income (loss) from operations | 10,332 | (11,692) | 16,023 | (47,146) | |||||||||||||||||||
| Other income (expense): | |||||||||||||||||||||||
| Interest income | 3,258 | 1,671 | 7,750 | 5,819 | |||||||||||||||||||
| Interest expense | (3) | (47) | (95) | (2,386) | |||||||||||||||||||
| Net gain on extinguishment of debt | - | - | - | 7,289 | |||||||||||||||||||
| Change in fair value of term loan | (1,471) | (854) | (8,509) | (3,137) | |||||||||||||||||||
| Change in fair value of convertible notes | - | - | - | (835) | |||||||||||||||||||
| Other expense, net | (5,819) | (531) | (7,410) | (1,145) | |||||||||||||||||||
| Total other income (expense) | (4,035) | 239 | (8,264) | 5,605 | |||||||||||||||||||
| Income (loss) before provision for income taxes | 6,297 | (11,453) | 7,759 | (41,541) | |||||||||||||||||||
| Provision for income taxes | 320 | 24 | 305 | 29 | |||||||||||||||||||
| Net income (loss) | $ | 5,977 | $ | (11,477) | $ | 7,454 | $ | (41,570) | |||||||||||||||
| Less: Net income (loss) attributable to participating securities | (1,561) | - | (4,535) | - | |||||||||||||||||||
| Net income (loss) attributable to common stockholders | $ | 4,416 | $ | (11,477) | $ | 2,919 | $ | (41,570) | |||||||||||||||
| Net income (loss) per share attributable to common stockholders, basic and diluted: | |||||||||||||||||||||||
| Net income (loss) per share, basic | $ | 0.14 | $ | (1.13) | $ | 0.18 | $ | (4.12) | |||||||||||||||
| Net income (loss) per share, diluted | $ | 0.11 | $ | (1.13) | $ | 0.14 | $ | (4.12) | |||||||||||||||
| Weighted-average shares used in calculating net income (loss) per share attributable to common stockholders, basic and diluted: | |||||||||||||||||||||||
| Weighted-average shares used in calculating net income (loss) per share, basic | 32,192,298 | 10,171,740 | 15,875,091 | 10,079,925 | |||||||||||||||||||
| Weighted-average shares used in calculating net income (loss) per share, diluted | 39,391,610 | 10,171,740 | 21,230,752 | 10,079,925 | |||||||||||||||||||
BillionToOne, Inc.
Balance Sheets
(in thousands, except share amounts, unaudited)
| December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 495,975 | $ | 191,477 | |||||||
| Accounts receivable | 41,617 | 24,709 | |||||||||
| Inventories | 17,545 | 8,733 | |||||||||
| Prepaid expenses and other current assets | 5,421 | 2,898 | |||||||||
| Total current assets | 560,558 | 227,817 | |||||||||
| Property and equipment, net | 20,361 | 17,111 | |||||||||
| Operating lease right-of-use assets, net | 46,742 | 51,739 | |||||||||
| Other non-current assets | 4,993 | 5,392 | |||||||||
| Total assets | $ | 632,654 | $ | 302,059 | |||||||
| Liabilities, redeemable convertible preferred stock, and stockholders’ deficit | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | 7,184 | $ | 4,304 | |||||||
| Accrued expenses and other current liabilities | 7,247 | 3,882 | |||||||||
| Accrued commissions | 3,912 | 2,756 | |||||||||
| Accrued compensation and employee benefits | 12,551 | 8,419 | |||||||||
| Common stock warrant liability | 9,282 | — | |||||||||
| Deferred revenue, current | 2,188 | 2,806 | |||||||||
| Operating lease liabilities, current | 5,079 | 4,393 | |||||||||
| Financing lease liabilities, current | 519 | 1,826 | |||||||||
| Total current liabilities | 47,962 | 28,386 | |||||||||
| Operating lease liabilities, non-current | 45,723 | 50,802 | |||||||||
| Financing lease liabilities, non-current | 348 | 874 | |||||||||
| Deferred revenue, non-current | 1,290 | — | |||||||||
| Long-term debt | 57,226 | 51,481 | |||||||||
| Other non-current liabilities | — | 2,763 | |||||||||
| Total liabilities | 152,549 | 134,306 | |||||||||
Redeemable convertible preferred stock, $0.00001 par value; 50,000,000 and 29,544,989 shares authorized as of December 31, 2025 and 2024, respectively; 0 and 29,084,235 shares issued and outstanding as of December 31, 2025 and 2024, respectively; aggregate liquidation preference of $0 and $422,458 as of December 31, 2025 and 2024, respectively | — | 419,409 | |||||||||
| Stockholders’ equity: | |||||||||||
Common stock, $0.00001 par value; 0 and 51,100,000 shares authorized as of December 31, 2025 and 2024, respectively; 0 and 10,925,950 shares issued and outstanding as of December 31, 2025 and 2024, respectively | – | – | |||||||||
Class A common stock, $0.00001 par value; 800,000,000 shares authorized as of December 31, 2025; 41,252,105 shares issued and outstanding as of December 31, 2025 | — | — | |||||||||
Class B common stock, $0.00001 par value; 10,000,000 shares authorized as of December 31, 2025; 4,552,650 shares issued and outstanding as of December 31, 2025 | — | — | |||||||||
| Additional paid-in capital | 756,644 | 30,545 | |||||||||
| Accumulated other comprehensive loss | (1,791) | — | |||||||||
| Accumulated deficit | (274,748) | (282,201) | |||||||||
| Total stockholders’ equity | 480,105 | (251,656) | |||||||||
| Total liabilities, redeemable convertible preferred stock, and stockholders’ equity | $ | 632,654 | $ | 302,059 | |||||||
Investor Contact
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