8-K
Ginkgo Bioworks Holdings, Inc. (DNA)
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): May 6, 2025
______________________________________________________________
GINKGO BIOWORKS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
______________________________________________________________
| Delaware | 001-40097 | 87-2652913 |
|---|---|---|
| (State or other jurisdiction<br>of incorporation) | (Commission<br>File Number) | (IRS Employer<br>Identification No.) |
27 Drydock Avenue
8th Floor
Boston, MA 02210
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (877) 422-5362
(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:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | 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<br>Symbol(s) | Name of each exchange<br>on which registered |
|---|---|---|
| Class A common stock, par value $0.0001 per share | DNA | NYSE |
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). o
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. o
Item 2.02. Results of Operations and Financial Condition.
On May 6, 2025, Ginkgo Bioworks Holdings, Inc. issued a press release announcing its financial results for the first quarter ended March 31, 2025. A copy of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits.
| Exhibit<br>Number | Description |
|---|---|
| 99.1 | Press Release, issued by Ginkgo Bioworks Holdings, Inc. onMay6, 2025 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GINKGO BIOWORKS HOLDINGS, INC. | ||
|---|---|---|
| Date: May 6, 2025 | By: | /s/ Mark Dmytruk |
| Name: | Mark Dmytruk | |
| Title: | Chief Financial Officer |
Document
Exhibit 99.1
Ginkgo Bioworks Reports First Quarter 2025 Financial Results
Ginkgo provides an update on its restructuring, including progress towards its expanded $250 million cost savings target
Ginkgo and partners awarded $29 million contract by ARPA-H to develop distributed manufacturing of essential medicines using wheat germ cell-free expression systems
BOSTON, Mass – May 6, 2025 – Ginkgo Bioworks Holdings, Inc. (NYSE: DNA, “Ginkgo”), which is building the leading platform for cell programming and biosecurity, today announced its results for the first quarter ended March 31, 2025. The update, including a webcast slide presentation with additional details on the first quarter, as well as supplemental financial information will be available at investors.ginkgobioworks.com.
First Quarter 2025 Financial Results
•First quarter 2025 Total revenue of $48 million, up from $38 million in the comparable prior year period, an increase of 27% primarily due to $7 million of non-cash revenue from the release of deferred revenue relating to the mutual termination of a customer agreement. Excluding this impact, Total revenue in the quarter was $41 million, an increase of 8% over the prior year period.
◦Excluding the $7 million non-cash deferred revenue release, first quarter 2025 Cell Engineering revenue of $31 million, up from $28 million in the comparable prior year period, an increase of 10%, primarily driven by growth with biopharma and government customers
◦First quarter 2025 Biosecurity revenue of $10 million, flat to $10 million in the comparable prior year period
•First quarter 2025 GAAP net loss of $(91) million, compared to $(166) million in the comparable prior year period
•First quarter 2025 Adjusted EBITDA of $(47) million, up from $(117) million in the comparable prior year period, driven by the increase in revenue as well as a decrease in operating expenses
•Cash, cash equivalents and marketable securities balance as of March 31, 2025 of $517 million
“We're starting the year on a solid base thanks to the significant restructuring efforts of the past year,” said Jason Kelly, co-founder and CEO of Ginkgo Bioworks. “Our Solutions business has become a trusted R&D service provider to the US Government and biopharma industry, meanwhile our Tools businesses have traction with existing offerings and are positioned to meet emergent opportunities in areas like AI, which are driving demand for large scale biological datasets. Through all of this, we are maintaining our commitment to achieving our cost reduction targets.”
Recent Business Highlights & Strategic Positioning
•Biotechnology remains a critical emerging technology area in the US and Ginkgo is well positioned to provide biosecurity and R&D services
◦Office of Science and Technology Policy (OSTP) Director Michael Kratsios and the National Security Commission on Emerging Biotechnology (NSCEB) report have both recently emphasized biotech as an area of national importance
◦We have 28 US Government projects across Cell Engineering and Biosecurity with ~$180M of contracted backlog and unfunded potential backlog
•Ginkgo’s Datapoints and Automation offerings are seeing new deals and opportunities emerging
◦Datapoints published GDPa1, an antibody developability dataset for 246 IgGs across 10 assays, generated using Ginkgo's high-throughput PROPHET-Ab platform
◦Automation signed a deal recently with Aura Genetics, our first diagnostics company customer
•We made progress on our objective to reach Adjusted EBITDA breakeven by the end of 2026
◦Ginkgo’s reduction in force and other cost cutting measures have achieved an annualized run-rate cost reduction of $205 million as of the first quarter of 2025, with a target to achieve $250 million in cost reduction by the end of the third quarter of 2025. Site consolidation efforts were substantially completed by the year ended 2024, with excess space available for sublease.
Full Year 2025 Guidance
•Ginkgo previously issued 2025 guidance for Total revenue of $160-$180 million, Cell Engineering revenue of $110-$130 million; and Biosecurity revenue of at least $50 million. Ginkgo updates its previously issued guidance solely to reflect the impact of the previously mentioned $7 million non-cash deferred revenue release in the first quarter to:
◦Total revenue of $167-$187 million in 2025;
◦Cell engineering revenue of $117-$137 million in 2025; and
◦Biosecurity revenue of at least $50 million in 2025.
Conference Call Details
Ginkgo will host a videoconference today, Tuesday, May 6, 2025, beginning at 5:30 p.m. ET. The presentation will include an overview of the first quarter of 2025, recent business updates, a discussion on Ginkgo’s outlook, as well as a moderated question and answer session.
To ask a question ahead of the presentation, please submit your questions to @Ginkgo on X (hashtag #GinkgoResults) or by sending an e-mail to investors@ginkgobioworks.com.
A webcast link is available on Ginkgo's Investor Relations website and a replay will be made available following the presentation.
Ginkgo Investor Website: https://investors.ginkgobioworks.com/events/
Audio-Only Dial Ins:
+1 646 931 3860 (New York)
+1 301 715 8592 (Washington DC)
+1 305 224 1968 (Miami)
+1 312 626 6799 (Chicago)
+1 346 248 7799 (Houston)
+1 408 638 0968 (San Jose)
+1 564 217 2000 (Seattle)
+1 689 278 1000 (Orlando)
Webinar ID: 966 5095 4269
If you experience technical difficulties with any of these dial-ins or if you need international dial-in numbers, please visit our website at https://investors.ginkgobioworks.com/events/ for updated dial-in information.
About Ginkgo Bioworks
Ginkgo Bioworks is the leading horizontal platform for cell programming, providing flexible, end-to-end services that solve challenges for organizations across diverse markets, from food and agriculture to pharmaceuticals to industrial and specialty chemicals. Ginkgo Biosecurity is building and deploying the next-generation infrastructure and technologies that global leaders need to predict, detect, and respond to a wide variety of biological threats. For more information, visit ginkgobioworks.com and ginkgobiosecurity.com, read our blog, or follow us on social media channels such as X (@Ginkgo and @Ginkgo_Biosec), Instagram (@GinkgoBioworks), Threads (@GinkgoBioworks) or LinkedIn.
Forward-Looking Statements of Ginkgo Bioworks
This press release, the presentation, and the conference call and webcast contain certain forward-looking statements within the meaning of the federal securities laws, including statements regarding our plans, strategies, including with respect to our current expectations, operations and anticipated results of operations, both business and financial, including the timing for attaining Adjusted EBITDA breakeven, impacts of our restructuring, potential customer success, including successful application of our offerings by our customers, the regulatory landscape, and expectations with regard to revenue, including our ability to meet all milestones and achieve the maximum revenue available under certain of our customer arrangements, expenses, our full year 2025 outlook, and the market environment, all of which are subject to known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements, market trends, or industry results to differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements generally are identified by the words "believe," "can," "project," "potential," "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. Many factors could cause actual future events to differ materially from the forward-looking statements in this document, including but not limited to: (i) our ability to realize near-term and long-term cost savings associated with our site consolidation plans, including the ability to terminate leases or find sub-lease tenants for unused facilities, (ii) volatility in the price of Ginkgo's securities due to a variety of factors, including changes in the competitive and highly regulated industries in which Ginkgo operates and plans to
operate, variations in performance across competitors, and changes in laws and regulations affecting Ginkgo's business, (iii) the ability to implement business plans, forecasts, and other expectations, and to identify and realize additional business opportunities, including with respect to our solutions and tools offerings, (iv) the risk of downturns in demand for products using synthetic biology, (v) the uncertainty regarding the demand for passive monitoring programs and biosecurity services, (vi) changes to the biosecurity industry, including due to advancements in technology, emerging competition and evolution in industry demands, standards and regulations, (vii) the outcome of any pending or potential legal proceedings against Ginkgo, (viii) our ability to realize the expected benefits from and the success of our Foundry platform programs and Codebase assets, (ix) our ability to successfully develop engineered cells, bioprocesses, data packages or other deliverables, (x) the product development, production or manufacturing success of our customers, (xi) our exposure to the volatility and liquidity risks inherent in holding equity interests in other operating companies and other non-cash consideration we may receive for our services, (xii) the potential negative impact on our business of our restructuring or the failure to realize the anticipated savings associated therewith and (xiii) the uncertainty regarding government budgetary priorities and funding allocated to government agencies. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the "Risk Factors" section of Ginkgo's annual report on Form 10-K filed with the U.S. Securities and Exchange Commission (the "SEC") on February 25, 2025 and other documents filed by Ginkgo from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Ginkgo assumes no obligation to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Ginkgo does not give any assurance that it will achieve its expectations.
Use of Non-GAAP Financial Measures
Certain of the financial measures included in this release, including Adjusted EBITDA, have not been prepared in accordance with generally accepted accounting principles ("GAAP"), and constitute "non-GAAP financial measures" as defined by the SEC. Ginkgo has included these non-GAAP financial measures because it believes they provide an additional tool for investors to use in evaluating Ginkgo's financial performance and prospects. Due to the nature and/or size of the items being excluded, such items do not reflect future gains, losses, expenses or benefits and are not indicative of our future operating performance. These non-GAAP financial measures are supplemental to, and should not be considered in isolation from, or as an alternative to, financial measures determined in accordance with GAAP. In addition, these non-GAAP financial measures may differ from non-GAAP financial measures with comparable names used by other companies. See the reconciliation below for additional information regarding certain of the non-GAAP financial measures included in this release, including a description of these non-GAAP financial measures and a reconciliation of the historic measures to Ginkgo's most comparable GAAP financial measures.
Ginkgo Bioworks Contacts:
INVESTOR CONTACT:
investors@ginkgobioworks.com
MEDIA CONTACT:
press@ginkgobioworks.com
Ginkgo Bioworks Holdings, Inc.
Condensed Consolidated Balance Sheets
(unaudited)
(in thousands, except share data)
| As of March 31, | As of December 31, | |
|---|---|---|
| 2025 | 2024 | |
| Assets | ||
| Current assets: | ||
| Cash and cash equivalents | $ 312,420 | $ 561,572 |
| Marketable securities | 204,502 | — |
| Accounts receivable, net | 26,293 | 21,857 |
| Accounts receivable - related parties | 877 | 586 |
| Prepaid expenses and other current assets | 20,442 | 18,729 |
| Total current assets | 564,534 | 602,744 |
| Property, plant and equipment, net | 197,828 | 203,720 |
| Operating lease right-of-use assets | 383,394 | 394,435 |
| Investments | 32,173 | 48,704 |
| Intangible assets, net | 68,756 | 72,510 |
| Other non-current assets | 46,778 | 55,336 |
| Total assets | $ 1,293,463 | $ 1,377,449 |
| Liabilities and Stockholders’ Equity | ||
| Current liabilities: | ||
| Accounts payable | $ 11,267 | $ 14,169 |
| Deferred revenue | 33,653 | 27,710 |
| Accrued expenses and other current liabilities | 70,747 | 65,387 |
| Total current liabilities | 115,667 | 107,266 |
| Non-current liabilities: | ||
| Deferred revenue, net of current portion | 80,378 | 98,783 |
| Operating lease liabilities, non-current | 434,561 | 438,766 |
| Other non-current liabilities | 15,430 | 16,576 |
| Total liabilities | 646,036 | 661,391 |
| Commitments and contingencies | ||
| Stockholders’ equity: | ||
| Preferred stock, $0.0001 par value | — | — |
| Common stock, $0.0001 par value | 5 | 5 |
| Additional paid-in capital | 6,576,786 | 6,555,416 |
| Accumulated deficit | (5,928,514) | (5,837,557) |
| Accumulated other comprehensive loss | (850) | (1,806) |
| Total stockholders’ equity | 647,427 | 716,058 |
| Total liabilities and stockholders’ equity | $ 1,293,463 | $ 1,377,449 |
Ginkgo Bioworks Holdings, Inc.
Condensed Consolidated Statements of Operations and Comprehensive Loss
(unaudited)
(in thousands, except share data)
| Three Months Ended March 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Cell Engineering revenue | $ 38,230 | $ 27,889 |
| Biosecurity revenue | 10,088 | 10,055 |
| Total revenue | 48,318 | 37,944 |
| Costs and operating expenses: | ||
| Cost of Biosecurity revenue (1) | 7,957 | 9,202 |
| Cost of other revenue (1) | 4,090 | — |
| Research and development (1) | 70,923 | 136,457 |
| General and administrative (1) | 49,043 | 70,287 |
| Restructuring charges | 5,273 | — |
| Total operating expenses | 137,286 | 215,946 |
| Loss from operations | (88,968) | (178,002) |
| Other income (expense): | ||
| Interest income, net | 6,081 | 11,711 |
| Loss on investments | (3,693) | (2,544) |
| Change in fair value of warrant liabilities | — | 940 |
| Other income (expense), net | (4,289) | 2,015 |
| Total other income (expense) | (1,901) | 12,122 |
| Loss before income taxes | (90,869) | (165,880) |
| Income tax expense | 88 | 31 |
| Net loss | $ (90,957) | $ (165,911) |
| Net loss per share: | ||
| Basic | $ (1.68) | $ (3.31) |
| Diluted | $ (1.68) | $ (3.32) |
| Weighted average common shares outstanding: | ||
| Basic | 54,241,619 | 50,111,460 |
| Diluted | 54,241,619 | 50,133,366 |
| Comprehensive loss: | ||
| Net loss | $ (90,957) | $ (165,911) |
| Other comprehensive (loss) income: | ||
| Foreign currency translation adjustment | 849 | (3,035) |
| Unrealized gains on available-for-sale securities | 107 | — |
| Total other comprehensive (loss) income | 956 | (3,035) |
| Comprehensive loss | $ (90,001) | $ (168,946) |
(1)Total stock-based compensation expense, inclusive of employer payroll taxes, was allocated as follows (in thousands):
| Three Months Ended March 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Research and development | $ 9,184 | $ 24,120 |
| General and administrative | 9,912 | 18,277 |
| Cost of Biosecurity revenue | 735 | — |
| Cost of other revenue | 969 | — |
| Total | $ 20,800 | $ 42,397 |
Ginkgo Bioworks Holdings, Inc.
Condensed Consolidated Statements of Cash Flows
(unaudited)
(in thousands)
| Three Months Ended March 31, | ||
|---|---|---|
| 2025 | 2024 | |
| Cash flows from operating activities: | ||
| Net loss | $ (90,957) | $ (165,911) |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||
| Depreciation and amortization | 15,366 | 12,869 |
| Stock-based compensation | 20,431 | 40,782 |
| Loss on investments | 3,693 | 2,544 |
| Change in fair value of notes receivable | 5,285 | — |
| Change in fair value of warrant liabilities | — | (940) |
| Change in fair value of contingent consideration | (1,302) | (926) |
| Non-cash lease expense | 7,379 | 5,637 |
| Non-cash in-process research and development | — | 16,816 |
| Other non-cash activity | 149 | (442) |
| Changes in operating assets and liabilities: | ||
| Accounts receivable | (4,693) | (6,770) |
| Prepaid expenses and other current assets | 462 | 1,154 |
| Operating lease right-of-use assets | 3,675 | — |
| Other non-current assets | (167) | (707) |
| Accounts payable, accrued expenses and other current liabilities | 6,419 | 10,871 |
| Deferred revenue, current and non-current | (12,471) | (2,912) |
| Operating lease liabilities, current and non-current | (4,790) | (4,097) |
| Other non-current liabilities | — | 2,773 |
| Net cash used in operating activities | (51,521) | (89,259) |
| Cash flows from investing activities: | ||
| Purchases of marketable debt securities | (191,182) | — |
| Purchases of property and equipment | (7,622) | (6,710) |
| Business acquisition | — | (5,400) |
| Other | 120 | — |
| Net cash used in investing activities | (198,684) | (12,110) |
| Cash flows from financing activities: | ||
| Proceeds from exercise of stock options | — | 70 |
| Principal payments on finance leases | (207) | (294) |
| Contingent consideration payment | — | (621) |
| Net cash used in financing activities | (207) | (845) |
| --- | --- | --- |
| Effect of foreign exchange rates on cash and cash equivalents | 74 | (157) |
| Net decrease in cash, cash equivalents and restricted cash | (250,338) | (102,371) |
| Cash and cash equivalents, beginning of period | 561,572 | 944,073 |
| Restricted cash, beginning of period | 44,171 | 45,511 |
| Cash, cash equivalents and restricted cash, beginning of period | 605,743 | 989,584 |
| Cash and cash equivalents, end of period | 312,420 | 840,440 |
| Restricted cash, end of period | 42,985 | 46,773 |
| Cash, cash equivalents and restricted cash, end of period | $ 355,405 | $ 887,213 |
| Ginkgo Bioworks Holdings, Inc. | ||
| --- | --- | --- |
| Segment Information | ||
| (in thousands, unaudited) | ||
| Three Months Ended March 31, | ||
| 2025 | 2024 | |
| Cell Engineering | ||
| Revenue | $ 38,230 | $ 27,889 |
| Costs and operating expenses: | ||
| Cost of other revenue | 3,121 | — |
| Research and development | 48,670 | 81,898 |
| General and administrative | 18,027 | 38,244 |
| Cell Engineering operating loss | (31,588) | (92,253) |
| Biosecurity | ||
| Revenue | 10,088 | 10,055 |
| Costs and operating expenses: | ||
| Cost of Biosecurity revenue | 7,223 | 9,202 |
| Research and development | — | 120 |
| General and administrative | 8,050 | 11,951 |
| Biosecurity operating loss | (5,185) | (11,218) |
| Total segment operating loss | (36,773) | (103,471) |
| Reconciling items to reconcile total segment operating loss to loss before income taxes: | ||
| Stock-based compensation (1) | 20,800 | 42,397 |
| Depreciation and amortization | 15,366 | 12,869 |
| Restructuring charges (2) | 5,273 | — |
| Carrying cost of excess space (net of sublease income) (3) | 11,674 | — |
| Merger and acquisition related expense (income) (4) | (918) | 2,394 |
| Acquired in-process research and development | — | 16,871 |
| Other (income) expense, net (5) | 1,901 | (12,122) |
| Loss before income taxes | $ (90,869) | $ (165,880) |
(1)Includes $0.4 million and $1.6 million in employer payroll taxes for the three months ended March 31, 2025 and 2024, respectively.
(2)Restructuring charges primarily consist of employee termination costs from the reduction in force commenced in June 2024.
(3)The carrying cost of excess space includes base rent, common area maintenance charges, and real estate taxes associated with facilities the Company is not occupying, net of any sublease income from these spaces.
(4)Represents transaction and integration costs directly related to mergers and acquisitions, including: (i) legal, consulting, and accounting fees associated with acquisitions; (ii) post-acquisition employee retention bonuses; (iii) (gain)/loss from changes in the fair value of contingent consideration liabilities resulting from acquisitions; and (iv) costs associated with the Zymergen Bankruptcy, as well as securities litigation costs.
(5)Includes interest income, interest expense, loss on investments, changes in fair value of certain assets and liabilities, and other gains and losses.
| Ginkgo Bioworks Holdings, Inc. | ||
|---|---|---|
| Selected Non-GAAP Financial Measures | ||
| (in thousands, unaudited) | ||
| Three Months Ended March 31, | ||
| (in thousands) | 2025 | 2024 |
| Net loss (1) | $ (90,957) | $ (165,911) |
| Interest income, net | (6,081) | (11,711) |
| Income tax expense | 88 | 31 |
| Depreciation and amortization | 15,366 | 12,869 |
| EBITDA | (81,584) | (164,722) |
| Stock-based compensation (2) | 20,800 | 42,397 |
| Restructuring charges (3) | 5,273 | — |
| Loss on investments | 3,693 | 2,544 |
| Change in fair value of warrant liabilities | — | (940) |
| Merger and acquisition related expense (income) (4) | (918) | 2,394 |
| Change in fair value of convertible notes | 5,285 | 1,326 |
| Adjusted EBITDA | $ (47,451) | $ (117,001) |
(1)All periods include non-cash revenue when earned, including $7.5 million in the three months ended March 31, 2025 recognized pursuant to the termination of revenue contracts with BiomEdit.
(2)Includes $0.4 million and $1.6 million in employer payroll taxes for the three months ended March 31, 2025 and 2024, respectively.
(3)Restructuring charges primarily consist of employee termination costs from the reduction in force commenced in June 2024.
(4)Represents transaction and integration costs directly related to mergers and acquisitions, including: (i) legal, consulting, and accounting fees associated with acquisitions; (ii) post-acquisition employee retention bonuses; (iii) (gain)/loss from changes in the fair value of contingent consideration liabilities resulting from acquisitions; and (iv) costs associated with the Zymergen Bankruptcy, as well as securities litigation costs. Not included in this adjustment are acquired in-process research and development expenses, which totaled zero and $16.9 million for the three months ended March 31, 2025 and 2024, respectively.