UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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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~~June 610, 2026

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BillionToOne, Inc.

(Exact name of Registrant as specified in its charter)

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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)

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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
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 25.0207 ~~Results~~Submission of ~~Operations~~Matters ~~and~~to ~~Financial~~a ~~Condition.~~Vote of Security Holders.

On ~~May 6~~June 10, 2026, ~~BillionToOne,~~the ~~Inc.~~Company held its Annual Meeting of Stockholders (the “~~Company~~Annual Meeting”). ~~issued~~At athe ~~press~~Annual ~~release~~Meeting, ~~announcing~~the ~~financial~~Company’s ~~results~~stockholders ~~for~~voted ~~the~~on ~~quarter~~two ~~ended March 31~~proposals, ~~2026.~~each Aof ~~copy~~which ofis described in more detail in the Company’s ~~press~~definitive ~~release~~proxy isstatement ~~attached~~on ~~hereto~~Schedule as14A ~~Exhibit~~filed 99with the U.1S. Securities and Exchange Commission on April 21, 2026.

~~The~~Only ~~information~~stockholders inof ~~this~~record ~~Current~~as ~~Report~~of the close of business on ~~Form~~April ~~8-K~~17, ~~and~~2026, the ~~accompanying~~record ~~Exhibit~~date ~~99.1~~for ~~shall~~the ~~not~~Annual beMeeting, ~~deemed~~were ~~“filed”~~entitled ~~for~~to ~~purposes~~vote ofat ~~Section~~the 18Annual Meeting. As of the ~~Securities~~record ~~Exchange~~date, ~~Act~~41,442,114 shares of ~~1934,~~the asCompany’s ~~amended~~Class A common stock (“Class A Common Stock”) and 4,552,650 shares of the Company’s Class B common stock (“~~Exchange~~Class ~~Act~~B Common Stock”), ~~and~~were isoutstanding ~~not~~and entitled to bevote ~~incorporated~~at bythe ~~reference~~Annual ~~into~~Meeting. ~~any~~In ~~filing~~deciding byall matters at the ~~Company~~Annual ~~under~~Meeting, the ~~Securities~~holders ~~Act~~of our Class A Common Stock had the right to one vote for each share of ~~1933,~~Class asA ~~amended~~Common orStock they held as of the ~~Exchange~~record ~~Act,~~date ~~regardless~~and the holders of ~~any~~our ~~general~~Class ~~incorporation~~B ~~language~~Common ~~contained~~Stock inhad ~~such~~the ~~filing,~~right ~~unless~~to ~~otherwise~~15 ~~expressly~~votes ~~stated~~for ineach ~~such~~share ~~filing~~of Class B Common Stock they held as of the record date. The holders of our Class A Common Stock and Class B Common Stock voted as a single class on all matters presented at the Annual Meeting.

The tabulation of the stockholders' votes on each proposal brought before the Annual Meeting is as follows:

Proposal 1: The election of two directors to serve as Class I directors until the 2029 annual meeting of stockholders and until their respective successors are duly elected and qualified:


Name	For	Withheld	Broker Non-Votes
Oguzhan Atay	76,387,783	348,276	562,085
Akshay Rai	76,297,791	438,268	562,085

Proposal 2: The ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026:


For	Against	Abstentions
77,277,103	197	20,844

As a routine proposal under applicable rules, no broker non-votes were recorded in connection with this proposal.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit			Description
99.1			Press Release of BillionToOne, Inc. dated May 6, 2026
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:

~~May~~June 616, 2026

By:

/s/ Ross Taylor

Name:

Ross Taylor

Title:

Chief Financial Officer

Filing Compare · BillionToOne, Inc.