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): ~~November 7~~December 9, 2025

~~BILLIONTOONE, INC.~~___________________________________

BillionToOne, Inc.

(Exact name of Registrant as specified in its charter)

___________________________________


Delaware	001-42934	81-1082020
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1035 O’Brien Drive

Menlo Park, CA 94025

(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))

☐ 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
Class A common stock, par value $0.00001 per share	BLLN	The Nasdaq Stock Market LLC

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 52.0302 ~~Amendments~~Results ~~to Articles~~ of ~~Incorporation~~Operations orand ~~Bylaws;~~Financial ~~Change in Fiscal Year~~Condition.

On ~~November 7~~December 9, 2025, BillionToOne, Inc. (the “Company”) ~~filed~~issued ~~its~~a ~~amended~~press ~~and~~release ~~restated~~announcing ~~certificate~~financial ofresults ~~incorporation~~for (the ~~“Certificate~~third ofquarter ~~Incorporation”)~~ended ~~with~~September ~~the Secretary of State of the State of Delaware~~30, and its amended and restated bylaws (the “Bylaws”) became effective, in connection with the closing of the initial public offering (the “IPO”) of shares of the Company’s Class A common stock, par value $02025.~~00001~~ ~~per share (the “Class~~ A ~~Common~~copy Stock”). As described in the final prospectus, dated November 5, 2025 (the “Prospectus”), relating to the Registration Statement on Form S-1 (File No. 333-290761), as amended, and filed with the Securities and Exchange Commission on November 6, 2025, pursuant to Rule 424(b) under the Securities Act of ~~1933, as amended,~~ the Company’s ~~board~~press ofrelease directors and shareholders previously approved the amendment and restatement of these documents to be effective upon the completion of the IPO. A description of certain provisions of the Certificate of Incorporation and the Bylaws is ~~set~~attached ~~forth~~hereto inas ~~the~~Exhibit ~~section titled “Description of Capital Stock” in the Prospectus~~99.1.

AThe ~~copy~~information ofin ~~the~~this ~~Certificate~~Current ofReport ~~Incorporation~~on Form 8-K and the ~~Bylaws~~accompanying ~~are~~Exhibit 99.1 shall not be deemed “filed” asfor ~~Exhibits~~purposes ~~3.1~~of ~~and~~Section ~~3.2,~~18 ~~respectively,~~of tothe ~~this~~Securities ~~Current~~Exchange ~~Report~~Act onof ~~Form~~1934, ~~8-K~~as amended (the “Exchange Act”), and ~~are~~is not to be incorporated by reference ~~herein.~~into ~~The~~any ~~foregoing~~filing ~~description~~by ofthe Company under the ~~Certificate~~Securities Act of ~~Incorporation~~1933, ~~and~~as ~~Bylaws~~amended ~~does~~or ~~not~~the ~~purport~~Exchange toAct, beregardless ~~complete~~of ~~and~~any isgeneral ~~qualified~~incorporation language contained in ~~its~~such ~~entirety~~filing, byunless ~~reference~~otherwise toexpressly stated in such ~~exhibits~~filing.

Item 85.0102 Departure ~~Other~~of ~~Events.~~Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On ~~November 7~~December 9, 2025, the Company ~~completed~~issued ~~its~~a ~~IPO~~press ofrelease anannouncing ~~aggregate~~that, ofon 5December 8,~~233~~ 2025,~~765~~ ~~shares~~the board of ~~Class A~~directors ~~Common~~(the ~~Stock~~“Board”) ~~(which~~of ~~includes~~the Company increased the ~~exercise~~size inof ~~full~~the Board and the audit committee of the ~~underwriters’~~Board ~~option~~(the “Audit Committee”) by one member and appointed Anthony Pagano to ~~purchase~~the anBoard ~~additional~~and ~~682~~Audit Committee,~~665~~ ~~shares~~effective ofJanuary ~~Class A~~1, ~~Common~~2026. ~~Stock)~~Mr. atPagano was appointed as a ~~price~~Class toIII director and will serve until the ~~public~~Company’s 2028 annual meeting of ~~$60.00~~stockholders ~~per~~and ~~share.~~until ~~The~~his ~~aggregate~~successor ~~gross~~is ~~proceeds~~elected ~~from~~and qualified, or sooner in the ~~IPO,~~event ~~before~~of ~~deducting~~his ~~underwriting~~death, ~~discounts~~resignation ~~and~~or ~~commissions~~removal. ~~and~~Mr. ~~estimated~~Pagano ~~offering~~was ~~expenses~~also ~~payable~~appointed byas chairperson of the ~~Company~~Audit Committee, ~~was~~to ~~approximately~~succeed ~~$314~~Thomas Bremner, who will remain a member of the Audit Committee.~~0 million.~~

~~Item~~The 9Board has determined that Mr.01 ~~Financial~~Pagano ~~Statements~~meets the requirements for independence under the applicable listing standards of The Nasdaq Stock Market and ~~Exhibits~~the Securities Exchange Act of 1934, as amended.

Mr. Pagano will be entitled to receive compensation in the same manner as the Company’s other non-employee directors, pursuant to the Company’s non-employee director compensation policy, as amended from time to time. Mr. Pagano will also enter into the Company’s standard form of indemnification agreement.

There are no arrangements or understandings between Mr. Pagano and any other persons pursuant to which he was elected as a member of the Company’s Board. Mr. Pagano is not a party to any current or proposed transaction with the Company for which disclosure is required under Item 404(a) of Regulation S-K. A copy of the Company’s press release is attached hereto as Exhibit 99.2.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

ExhibitNo.	Description
Exhibit		Description
3.1	Amended and Restated Certificate of Incorporation of the Company.
99.1		Press Release of BillionToOne, Inc. dated December 9, 2025
3.2	Amended and Restated Bylaws of the Company.
99.2		Press Release of BillionToOne, Inc. dated December 9, 2025
104	~~Cover Page Interactive Data File (embedded within the Inline XBRL document).~~	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.

BillionToOne, Inc.

Date: November 10, 2025

By:

/s/ Ross Taylor

Date:

December 9, 2025

By:

/s/ Ross Taylor

~~Name:~~

~~Ross Taylor~~

Name:

Ross Taylor

~~Title:~~

~~Chief Financial Officer~~

Title:

Chief Financial Officer

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