Fulgent Genetics, Inc. 8-K

What Happened

• On December 20, 2025, Fulgent Genetics’ wholly owned subsidiary Inform Diagnostics entered into two purchase agreements: a Purchase and Sale Agreement (PSA) to buy all issued and outstanding equity of Dermatopathology Experts, LLC for a base cash price of $12.5 million, and an Asset Purchase Agreement (APA) to buy substantially all assets of Bako Pathology-related businesses for a base cash price of $43.0 million. Both agreements were disclosed in an 8-K filed December 22, 2025, and a joint press release with Consonance Capital Partners was issued the same day.
• The transactions are subject to customary representations, warranties and closing conditions (including certain healthcare regulatory approvals), contain three‑year non‑solicitation covenants after closing, and are interdependent—the APA closing and the PSA closing are conditions to one another. The parties expect to close in the first half of 2026.

Key Details

• Total base purchase price: $12.5 million (equity purchase) + $43.0 million (asset purchase) = $55.5 million in cash, subject to customary adjustments.
• Agreements signed: December 20, 2025; press release filed as Exhibit 99.1 on December 22, 2025.
• Covenants and timing: 3‑year non‑solicit post‑closing; either party may terminate if closing does not occur within 210 days or if the related agreement is validly terminated.
• Closing conditions include satisfaction or waiver of healthcare regulatory approvals and the mutual consummation of both the PSA and APA.

Why It Matters

• For investors, these agreements represent a strategic acquisition to broaden Inform Diagnostics’ (and Fulgent’s) dermatopathology, podiatric pathology and molecular diagnostic services. The deals are cash transactions totaling $55.5 million (before adjustments).
• The transactions are not closed and remain subject to regulatory approvals and customary closing conditions; there is no guaranty of completion and the timelines/terms could change. Investors should view this as a disclosed growth initiative but note that material financial impacts and final terms will depend on closing and any subsequent disclosures by the company.