Form 8-K Filing by Fulgent Genetics, Inc.

2025-12-22SEC Filing 8-K (0001193125-25-328747)

Fulgent Genetics, Inc. (the “Company”) has filed a Form 8-K to report material definitive agreements. On December 20, 2025, Inform Diagnostics, Inc., a wholly owned subsidiary of the Company, entered into a Purchase and Sale Agreement (PSA) with Bako Pathology LP, Bako Pathology Holdings Corp., BPA Holding Corp. (collectively, the “Seller”), and Dermatopathology Experts, LLC (the “Target”). Pursuant to the PSA, the Seller agreed to sell, and the Buyer agreed to purchase, all of the Target's issued and outstanding equity interests for a base purchase price of $12.5 million in cash, subject to customary adjustments. The PSA includes customary representations, warranties, and covenants, including non-solicitation provisions for three years post-closing and restrictions on the Target's business operations until closing. Closing conditions include satisfaction of healthcare regulatory approval requirements and the consummation of a related Asset Purchase Agreement (APA). The parties may terminate the PSA under specific circumstances, including by mutual agreement or if closing does not occur within 210 days. The Company also executed an Asset Purchase Agreement (APA) with the Sellers for substantially all assets and specified liabilities related to the Sellers' dermatopathology, podiatric pathology, and molecular diagnostic services business for a base purchase price of $43.0 million in cash, subject to adjustments. The APA also contains customary representations, warranties, and covenants, including non-solicitation provisions for three years post-closing. Closing conditions for the APA include healthcare regulatory approval and the consummation of the PSA Closing. The transactions contemplated by both the PSA and APA are expected to close in the first half of 2026. A joint press release announcing these agreements was issued on December 22, 2025.

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