株探米国株
英語
エドガーで原本を確認する
0001830214FALSE00018302142026-04-032026-04-03

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): April 3, 2026
______________________________________________________________
GINKGO BIOWORKS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
______________________________________________________________
Delaware 001-40097 87-2652913
(State or other jurisdiction
of incorporation)		 (Commission
File Number)		 (IRS Employer
Identification No.)
27 Drydock Avenue
8th Floor
Boston, MA 02210
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (877) 422-5362
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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(s)		 Name of each exchange
on which registered
Class A common stock, par value $0.0001 per share DNA NYSE
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). o



Item 2.01. Completion of Acquisition or Disposition of Assets.

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. o On April 3, 2026, Ginkgo Bioworks, Inc. (the “Seller”), a wholly owned subsidiary Ginkgo Bioworks Holdings, Inc. (the “Company”) completed the previously announced transaction (the “Transaction”) with Tower Biosecurity, Inc. also known as Perimeter Systems, Inc. (the “Purchaser”) pursuant to the Stock Purchase Agreement, dated as of February 26, 2026 (the “Purchase Agreement”), by and among the Seller, the Company, the Purchaser and Ginkgo Biosecurity, LLC (“Biosecurity”). On the terms and subject to the conditions in the Purchase Agreement, the Seller contributed to the Purchaser all of the issued and outstanding equity interests of Biosecurity, constituting substantially all of the Company’s operations comprising its Biosecurity segment, and in exchange, the Purchaser issued to the Seller shares of common stock of the Purchaser representing approximately 20% of the issued and outstanding equity of the Purchaser on a fully diluted basis.

The foregoing description of the Purchase Agreement is not complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed as Exhibit 1.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 27, 2026.

As a result of the completion of the Transaction, the Company met the criteria set forth in Accounting Standards Codification 205-20, Presentation of Financial Statements - Discontinued Operations and is including in this Current Report on Form 8-K the unaudited pro forma Condensed Consolidated Balance Sheet as of December 31, 2025, and the unaudited pro forma Condensed Consolidated Statements of Operations for the years ended December 31, 2025, 2024, and 2023 giving effect to the Transaction as if the Transaction had occurred on January 1, 2023. The unaudited pro forma Condensed Consolidated Balance Sheet as of December 31, 2025 gives effect to the Transaction as if it occurred on that date.




Item 9.01. Financial Statements and Exhibits.
(b) Pro forma financial information.

The unaudited pro forma Condensed Consolidated Balance Sheet as of December 31, 2025, and the unaudited pro forma Condensed Consolidated Statements of Operations for the years ended December 31, 2025, 2024, and 2023 are filed as Exhibit 99.1 attached hereto and incorporated herein by reference.

(d)Exhibits.
Exhibit
Number		 Description
99.1
104 Cover Page Interactive Data File (embedded within the Inline XBRL)



SIGNATURES
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.
GINKGO BIOWORKS HOLDINGS, INC.
Date: April 7, 2026 By: /s/ Steven Coen
Name: Steven Coen
Title: Chief Financial Officer

EX-99.1 2 ex991projecttower.htm EX-99.1 Document
Exhibit 99.1


UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

On April 3, 2026, Ginkgo Bioworks, Inc. (the “Seller”), a wholly owned subsidiary of Ginkgo Bioworks Holdings, Inc. (the “Company”), completed a transaction with Tower Biosecurity, Inc. also known as Perimeter Systems, Inc. (the “Purchaser”) and Ginkgo Biosecurity, LLC (“Biosecurity”) (the “Transaction”). In connection with the Transaction, Seller contributed to Purchaser all of the issued and outstanding equity interests of Biosecurity, constituting substantially all of the Company’s operations comprising its Biosecurity segment, and in exchange, the Purchaser issued to the Seller shares of common stock of the Purchaser representing approximately 20% of the issued and outstanding equity of the Purchaser on a fully diluted basis.

The Transaction represents a strategic shift and therefore, beginning with the Company’s quarterly report on Form 10-Q for the period ending March 31, 2026, the Biosecurity historical financial results for periods prior to the Transaction will be reflected in the Company’s consolidated financial statements as discontinued operations for all periods presented.

The following unaudited pro forma condensed consolidated financial statements of the Company were derived from its historical consolidated financial statements and are being presented to give effect to the Transaction. The unaudited pro forma Condensed Consolidated Statements of Operations for each of the three years ended December 31, 2025, 2024, and 2023 reflect the Company’s results as if the Transaction had occurred on January 1, 2023. The unaudited pro forma Condensed Consolidated Balance Sheet as of December 31, 2025 gives effect to the Transaction as if it occurred on that date.
The unaudited pro forma condensed consolidated financial statements give effect to the Transaction including: (i) the elimination of the historical Biosecurity financial results and (ii) the transfer of certain assets between the Company and the Purchaser upon closing of the Transaction.
The transaction accounting adjustments are based on available information and assumptions that the Company’s management believes are reasonable, that reflect the impact of events directly attributable to the Transaction that are factually supportable, and for purposes of the Condensed Consolidated Statements of Operations, are expected to have a continuing impact on the Company. The Company has entered into a Transition Services Agreement (“TSA”) with the Purchaser pursuant to which the Company and the Purchaser will provide each other certain specified services on a temporary basis. These transition services are not expected to have a material impact on the Company and are not recurring in nature, and as such, have not been included in the Transaction adjustments.
The unaudited pro forma condensed consolidated financial statements are subject to the assumptions and adjustments described in the accompanying notes and in the opinion of Company management, all adjustments and disclosures have been prepared in accordance with Regulation S-X, Article 11. The unaudited pro forma condensed consolidated financial statements are not intended to be a complete presentation of the Company’s financial position or results of operations had the Transaction occurred as of and for the periods indicated. In addition, the unaudited pro forma condensed consolidated financial statements are provided for illustrative and informational purposes only, and are not necessarily indicative of the Company’s historical or future results of operations or financial condition had the Transaction been completed on the dates assumed.
The unaudited pro forma condensed consolidated financial statements should be read in conjunction with (i) the audited consolidated financial statements, the accompanying notes, and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 which are available at the Company’s website at www.ginkgobioworks.com.


Exhibit 99.1
Ginkgo Bioworks Holdings, Inc.
Unaudited Pro Forma Condensed Consolidated Balance Sheet
As of December 31, 2025
(in thousands)

Historical Biosecurity Separation (a) Transaction
Accounting
Adjustments		 Notes Pro Forma
Assets
Current assets:
Cash and cash equivalents $ 167,202  $ —  $ —  $ 167,202 
Marketable securities 255,418  —  —  255,418 
Accounts receivable, net 24,255  —  —  24,255 
Prepaid expenses and other current assets 24,963  —  —  24,963 
Total current assets 471,838  —  —  471,838 
Property, plant and equipment, net 167,783  (412) —  167,371 
Operating lease right-of-use assets 360,918  —  —  360,918 
Investments 15,066  —  12,288  (b) 27,354 
Intangible assets, net 56,924  (3,442) —  (c) 53,482 
Other non-current assets 47,167  —  —  47,167 
Total assets $ 1,119,696  $ (3,854) $ 12,288  $ 1,128,130 
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable $ 10,566  $ —  $ —  $ 10,566 
Deferred revenue 18,946  —  —  18,946 
Accrued expenses and other current liabilities 66,458  —  1,077  (c) 67,535 
Total current liabilities 95,970  —  1,077  97,047 
Non-current liabilities: — 
Deferred revenue, net of current portion 75,182  —  —  75,182 
Operating lease liabilities, non-current 417,078  —  —  417,078 
Other non-current liabilities 22,876  —  —  22,876 
Total liabilities 611,106  —  1,077  612,183 
Stockholders' equity:
Total stockholders' equity 508,590  (3,854) 11,211  (d) 515,947 
Total liabilities and stockholders' equity $ 1,119,696  $ (3,854) $ 12,288  $ 1,128,130 

Exhibit 99.1
Ginkgo Bioworks Holdings, Inc.
Unaudited Pro Forma Condensed Consolidated Statement of Operations
Year Ended December 31, 2025
(in thousands, except share data)

Historical Biosecurity Separation (a) Pro Forma
Cell Engineering revenue $ 132,746  $ —  $ 132,746 
Biosecurity revenue:
    Service 37,409  (37,409) — 
Total revenue 170,155  (37,409) 132,746 
Costs and operating expenses:
    Cost of Biosecurity service revenue 31,521  (31,521) — 
    Cost of other revenue 15,451  —  15,451 
    Research and development 243,773  —  243,773 
    General and administrative 183,290  (32,972) 150,318 
    Restructuring charges 11,398  (1,922) 9,476 
Total operating expenses 485,433  (64,262) 419,018 
Loss from operations (315,278) 26,853  (286,272)
Other income (expense):
    Interest income 22,616  (2) 22,614 
    Loss on investments (16,411) —  (16,411)
    Other (expense) income, net (4,527) (1,856) (6,383)
Total other income (expense) 1,678  (1,858) (180)
Loss before income taxes (313,600) 24,995  (288,605)
Income tax benefit (837) —  (837)
Net loss: $ (312,763) $ 24,995  $ (287,768)
Net loss per share $ (5.64) —  $ (6.00)
Weighted average common shares outstanding: 55,457,676  —  55,457,676 

Exhibit 99.1
Ginkgo Bioworks Holdings, Inc.
Unaudited Pro Forma Condensed Consolidated Statement of Operations
Year Ended December 31, 2024
(in thousands, except share data)

Historical Biosecurity Separation (a) Pro Forma
Cell Engineering revenue $ 173,972  $ —  $ 173,972 
Biosecurity revenue:
    Service 53,071  (53,071) — 
Total revenue 227,043  (53,071) 173,972 
Costs and operating expenses:
    Cost of Biosecurity service revenue 38,549  (38,549) — 
    Cost of other revenue 5,999  —  5,999 
    Research and development 424,061  (79) 423,982 
    General and administrative 246,161  (55,261) 190,900 
    Goodwill impairment 47,858  —  47,858 
    Restructuring charges 24,172  (1,236) 22,936 
Total operating expenses 786,800  (93,595) 691,675 
Loss from operations (559,757) 40,524  (517,703)
Other income (expense):
    Interest income 38,612  —  38,612 
    Interest expense (94) —  (94)
    Loss on investments (28,827) —  (28,827)
    Loss on deconsolidation of subsidiaries (7,013) —  (7,013)
    Change in fair value of warrant liabilities 5,701  —  5,701 
    Other income (expense), net 3,870  (1,105) 2,765 
Total other income (expense) 12,249  (1,105) 11,144 
Loss before income taxes (547,508) 39,419  (508,089)
Income tax benefit (479) —  (479)
Net loss: $ (547,029) $ 39,419  $ (507,610)
Net loss per share $ (10.54) $ —  $ (11.00)
Weighted average common shares outstanding: 51,894,639  —  51,894,639 

Exhibit 99.1
Ginkgo Bioworks Holdings, Inc.
Unaudited Pro Forma Condensed Consolidated Statement of Operations
Year Ended December 31, 2023
(in thousands, except share data)

Historical Biosecurity Separation (a) Pro Forma
Cell Engineering revenue $ 143,531  $ —  $ 143,531 
Biosecurity revenue:
    Service 78,975  (78,975) — 
    Product 28,949  (28,949) — 
Total revenue 251,455  (107,924) 143,531 
Costs and operating expenses:
    Cost of Biosecurity service revenue 46,524  (46,524) — 
    Cost of Biosecurity product revenue 7,481  (7,481) — 
    Research and development 580,621  (173) 580,448 
    General and administrative 385,025  (73,155) 311,870 
    Impairment of lease assets 96,210  —  96,210 
Total operating expenses 1,115,861  (126,960) 988,528 
Loss from operations (864,406) 19,036  (844,997)
Other income (expense):
    Interest income 57,217  (7) 57,210 
    Interest expense (93) —  (93)
    Loss on equity method investments (2,635) —  (2,635)
    Loss on investments (54,827) —  (54,827)
    Loss on deconsolidation of subsidiaries (42,502) —  (42,502)
    Change in fair value of warrant liabilities 5,168  —  5,168 
    Other income (expense), net 9,138  (982) 8,156 
Total other income (expense) (28,534) (989) (29,523)
Loss before income taxes (892,940) 18,047  (874,893)
Income tax benefit (71) —  (71)
Net loss: $ (892,869) $ 18,047  $ (874,822)
Net loss per share $ (18.37) $ —  $ (18.00)
Weighted average common shares outstanding: 48,610,507  —  48,610,507 

Exhibit 99.1


GINKGO BIOWORKS HOLDINGS, INC.
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The unaudited pro forma Condensed Consolidated Balance Sheet as of December 31, 2025, and the unaudited pro forma Condensed Consolidated Statements of Operations for the years ended December 31, 2025, 2024, and 2023 include the following pro forma adjustments:

a.Represents the operations, assets, liabilities and equity of Biosecurity, which have been derived from the historical consolidated financial statements. The amounts are considered preliminary, and as such, actual results could materially differ from these estimates.
b.Represents the Company’s equity interest in the Purchaser, which will be accounted for under the equity method of accounting. The valuation is considered preliminary, and as such, the final valuation could materially differ from this estimate.
c.Reflects the transfer of certain assets or liabilities assumed between the Company and the Purchaser upon closing of the Transaction.
d. Reflects the effect on total stockholders’ equity of the Transaction accounting adjustments described in footnote (b) and (c) above.