Full Press Release Details
EXOSOME DIAGNOSTICS, INC.
Financial Statements
(With Independent Auditors'
Index of Financial Statements
| Page | ||
| Independent Auditor's Report | 1 | |
| Balance Sheet as of June 30, 2025 | 3 | |
| Statement of Operations for the year ended June 30, 2025 | 4 | |
| Statement of Shareholder's Equity for the year ended June 30, 2025 | 6 | |
| Statement of Cash Flows for the year ended June 30, 2025 | 5 | |
| Notes to Financial Statements | 7 | |
| Note 1. Description of Business and Summary of Significant Accounting Policies | 7 | |
| Note 2. Revenue Recognition | 9 | |
| Note 3. Supplemental Balance Sheet Information | 10 | |
| Note 4. Fair Value Measurements | 11 | |
| Note 5. Income Taxes | 11 | |
| Note 6. Subsequent Events | 12 |
Minneapolis, MN 55401
Independent Auditors' Report
The Board of Directors
Exosome Diagnostics, Inc.:
Report on the Audit of the Financial
We have audited the financial statements of Exosome Diagnostics,
Inc. (the Company), which comprise the balance sheet as of June 30, 2025, and the related statement of operations, shareholders equity,
and cash flows for the year then ended, and the related notes to the financial statements.
In our opinion, the accompanying financial statements
present fairly, in all material respects, the financial position of the the Company as of June 30, 2025, and the results of its operations
and its cash flows for the year then ended in accordance with U.S. generally accepted accounting principles.
We conducted our audit in accordance with auditing standards
generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditors'
Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the the Company
and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe
that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Responsibilities of Management for the Financial Statements
Management is responsible for the preparation and fair presentation
of the financial statements in accordance with U.S. generally accepted accounting principles, and for the design, implementation, and
maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, management is required
to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the the Company's
ability to continue as a going concern for one year after the date that the financial statements are available to be issued.
Auditors' Responsibilities for the Audit of the
Financial Statements
Our objectives are to obtain reasonable assurance about
whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors'
report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not
a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not
detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial
likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial
LLP, a Delaware limited liability partnership and a member firm of
the KPMG global organization of independent member firms affiliated with
International Limited, a private English company limited by guarantee.
In performing an audit in accordance with GAAS, we:
We are required to communicate with those charged with governance
regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control related
matters that we identified during the audit.
Minneapolis, Minnesota
Exosome Diagnostics,
| Assets | 2025 | |||
| Current assets: | ||||
| Cash and cash equivalents | $ | 269,621 | ||
| Receivables | 3,241,957 | |||
| Inventories | 1,880,013 | |||
| Prepaid expenses | 487,564 | |||
| Total current assets | 5,879,155 | |||
| Other assets: | ||||
| Goodwill | 4,487,930 | |||
| Other intangible assets, net | 5,050,070 | |||
| Total other assets | 9,538,000 | |||
| Total assets | $ | 15,417,155 | ||
| Liabilities and Stockholder's Equity | ||||
| Current liabilities: | ||||
| Trade accounts payable | $ | 917,807 | ||
| Accrued expenses | 3,750,669 | |||
| Payables to related parties | 531,905 | |||
| Total current liabilities | 5,200,381 | |||
| Long-term liabilities: | ||||
| Deferred tax liability | 1,212,017 | |||
| Total long-term liabilities | 1,212,017 | |||
| Total liabilities | 6,412,398 | |||
| Commitments and contingencies | ||||
| Stockholder's equity: | 9,004,757 | |||
| Total liabilities and stockholder's equity | $ | 15,417,155 |
Exosome Diagnostics,
Statement of Operations
Year ended June 30, 2025
| 2025 | ||||
| Sales | $ | 27,304,192 | ||
| Cost of sales | 22,106,910 | |||
| Gross margin | 5,197,282 | |||
| Expenses: | ||||
| Operating expenses | 33,956,407 | |||
| Amortization expense | 9,702,063 | |||
| Restructuring costs | 61,687,147 | |||
| Total expenses | 105,345,617 | |||
| Operating loss | (100,148,335 | ) | ||
| Income tax benefit | (13,637,395 | ) | ||
| Net loss | $ | (86,510,940 | ) |
Exosome Diagnostics,
Statement of Cash Flows
Year ended June 30, 2025
| 2025 | ||||
| Cash flows from operating activities: | ||||
| Net loss | $ | (86,510,940 | ) | |
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||
| Depreciation and amortization | 17,433,444 | |||
| Deferred taxes | (13,935,983 | ) | ||
| Impairment of assets held-for-sale | 61,575,031 | |||
| Changes in operating assets and liabilities | ||||
| Receivables | 788,334 | |||
| Inventories | (571,426 | ) | ||
| Prepaid expenses | 96,197 | |||
| Accounts payable and accrued expenses | (1,175,309 | ) | ||
| Net cash used in operating activities | (22,300,652 | ) | ||
| Cash flows from financing activities: | ||||
| Capital contribution from parent company | 22,308,313 | |||
| Net cash provided by financing activities | 22,308,313 | |||
| Net increase in cash and cash equivalents | 7,661 | |||
| Cash and cash equivalents - beginning of year | 261,960 | |||
| Cash and cash equivalents - end of year | $ | 269,621 |
Exosome Diagnostics,
Statement of Stockholder's
Year ended June 30, 2025
| Stockholder's equity | ||||
| Balance - July 1, 2024 | $ | 73,207,384 | ||
| Net loss | (86,510,940 | ) | ||
| Capital contribution | 22,308,313 | |||
| Balance - June 30, 2025 | $ | 9,004,757 |
TO FINANCIAL STATEMENTS
Exosome Diagnostics, Inc.
Year ended June 30, 2025
Note 1. Description of
Business and Summary of Significant Accounting Policies:
Description of business: Exosome
Diagnostics, Inc. (the Company) markets and sells products based on exosome-based liquid biopsy techniques that analyze genes or their
transcripts. It includes the ExoDx Prostate test, which is a urine-based assay for early detection of high-grade prostate cancer used
as an aid in deciding the need for biopsy in men with grey- zone prostate specific antigen (PSA) scores. ExoDX Prostate is offered by
Exosome Diagnostics as a lab-developed test. The Company also exclusively licensed the ExoTRU kidney transplant rejection test to Thermo
Basis of presentation: During
the period presented, the Company operated as part of Bio-Techne Corporation (the "Parent") and not as a standalone entity.
The accompanying financial statements represent the historical operations of the Company (as that term has been defined by Rule 11-01(d)
of Regulation S-X) and have been derived from the Parent's historical accounting records. The carve-out financial statements are
prepared in accordance with accounting principles generally accepted in the United Stated ("GAAP") and Security and Exchange
Commission ("SEC") rules and staff interpretations, including Rule 3-05 of Regulation S-X and Staff Accounting Bulletin Topic
1.B. The carve-out financial statements of the Company reflect the assets, liabilities, revenue and expenses directly attributable to
the Company, as well as allocations of certain costs ("corporate allocations") deemed reasonable by management, to present
the financial position, results of operations, changes in Parent's net investment and cash flows of the Company as a carve-out entity.
Corporate allocations include costs
from centralized corporate functions associated with executive management, finance, accounting, legal, and human resources. These costs
were allocated to the Company based on direct usage when identifiable and, when not directly identifiable, on a pro-rata basis. For corporate
labor costs, the Parent allocated these costs to the Company based on the estimated time and effort spent on the carve-out entity's
operations. The financial information included herein may not necessarily reflect the carve-out business's financial position, results
of operations, changes in Parent's net investment and cash flows of the Company in the future or what they would have been had the
Company been a separate, stand-alone entity during the fiscal year presented.
Management believes the assumptions
underlying these financial statements, including the assumptions regarding the allocation of expenses from the Parent to the Company are
reasonable. It is not practicable to estimate actual costs that would have been incurred had the Company been a standalone company and
operated as an unaffiliated entity during the fiscal year presented. Actual costs that might have been incurred had the Company been a
standalone company would depend on a number of factors, including the organizational structure, what corporate functions the Company might
have performed directly or outsourced, and strategic decisions the Company might have made in areas such as executive management, legal
and other professional services, and certain corporate overhead functions.
estimates: The preparation of the Financial Statements in conformity with accounting principles generally accepted in the United States
of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures
of assets and liabilities at the date of the Financial Statements, and the reported amounts of revenues and expenses during the reporting
period. These estimates include the valuation of accounts receivable, inventory, intangible assets, and income taxes. Actual results could
differ from these estimates.
Revenue recognition: ASC 606
provides revenue recognition guidance for any entity that enters into contracts with customers to transfer goods or services or enters