Fulgent Genetics, Inc. 8-K Filing

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share FLGT The Nasdaq Stock Mar
• $12.5 million — he Target, for a base purchase price of $12.5 million in cash, subject to certain customary p
• $43.0 million — products, for a base purchase price of $43.0 million in cash, subject to certain customary p

Filing Documents

• flgt-20251220.htm (8-K) — 63KB
• flgt-ex10_1.htm (EX-10.1) — 860KB
• flgt-ex10_2.htm (EX-10.2) — 823KB
• flgt-ex99_1.htm (EX-99.1) — 38KB
• 0001193125-25-328747.txt ( ) — 2120KB
• flgt-20251220.xsd (EX-101.SCH) — 24KB
• flgt-20251220_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Purchase and Sale Agreement On December 20, 2025, Inform Diagnostics, Inc. (the "Buyer"), a wholly owned subsidiary of Fulgent Genetics, Inc. (the "Company"), entered into a Purchase and Sale Agreement (the "PSA") with Bako Pathology LP, Bako Pathology Holdings Corp., BPA Holding Corp. (the "Seller"), Dermatopathology Experts, LLC (the "Target"), and Fulgent Therapeutics, LLC (solely for purposes of Section 11.16 (and Article XI as it relates to Section 11.16) of the PSA), pursuant to which Seller, among other things, agreed to sell and Buyer agreed to purchase, all of the issued and outstanding equity interests of the Target, for a base purchase price of $12.5 million in cash, subject to certain customary price adjustments. The PSA contains customary representations and warranties by the parties. The PSA also contains certain covenants made by the parties, including non-solicitation covenants for a period of three years commencing on the closing of the transactions contemplated by the PSA (the "PSA Closing") and restrictions on the operation of Target's business between the date of the PSA and the PSA Closing. The obligations of the parties to complete the transaction are subject to the satisfaction or waiver of customary closing conditions set forth in the PSA, including, but not limited to, the satisfaction of certain healthcare regulatory approval requirements and the consummation of the APA Closing (as defined below). Buyer and Seller are permitted to terminate the PSA under certain circumstances, including, but not limited to, (i) by mutual agreement of Buyer and Seller, (ii) by either Buyer or Seller, in the event that the PSA Closing has not occurred by the date that is 210 days after the date of the PSA, or (iii) by Buyer or Seller, if the APA (as defined below) is validly terminated in accordance with its terms. The PSA is not intended to provide any other factual information about Buyer, Se

01 Other Events

Item 8.01 Other Events. On December 22, 2025, the Company and Consonance Capital Partners issued a joint press release announcing the execution of the PSA and APA. A copy of the press release is attached to this report as Exhibit 99.1.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1* Purchase and Sale Agreement, dated December 20, 2025, by and among Bako Pathology LP, Bako Pathology Holdings Corp., BPA Holding Corp., Dermatopathology Experts, LLC, Fulgent Therapeutics, LLC, and Inform Diagnostics, Inc. 10.2* Asset Purchase Agreement, dated December 20, 2025, by and among Bako Pathology LP, Bako Pathology Holdings Corp., BPA Holding Corp., Bakotic Pathology Associates, L.L.C., Podceuticals L.L.C., GBRL Consulting, LLC, Fulgent Therapeutics, LLC, and Inform Diagnostics, Inc. 99.1 Press Release dated December 22, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted exhibits or schedules upon request by the Securities and Exchange Commission; provided, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any exhibits or schedules so furnished. SIGNATURE 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. Date: December 22, 2025 FULGENT GENETICS, INC. By: /s/ Paul Kim Name: Paul Kim Title: Chief Financial Officer

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