You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our unaudited condensed consolidated financial statements and related notes thereto included in Part I, Item 1 of this Quarterly Report on Form 10-Q, our audited consolidated financial statements and related notes for the year ended December 31, 2025 included in our Annual Report on Form 10-K filed with the SEC on March 25, 2026 (the “2025 Form 10-K”), as well as the information contained under Part II, Item 1A “Risk Factors” of this Quarterly Report on Form 10-Q, the “Risk Factors” section contained in the 2025 Form 10-K and other information provided from time to time in our other filings with the SEC.
Special Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements about us and our industry involve substantial risks, uncertainties, and assumptions, including those described elsewhere in this report. All statements other than statements of historical facts contained in this report, including statements regarding our future results of operations or financial condition, business strategy, and plans and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will” or “would” or the negative of these words or other similar terms or expressions. These forward-looking statements include, but are not limited to, statements concerning the following:
•our expected future growth and the success of our business model;
•the potential payments we may receive pursuant to our Strategic Platform Licenses (“SPLs”);
• the size and growth potential of the markets for our products, and our ability to serve those markets, increase our market share and achieve and maintain industry leadership;
• the market acceptance and demand for our technology and products, including in the cell therapeutics and bioprocessing application markets;
•the expected future growth of our manufacturing capabilities and sales, support and marketing capabilities;
•our ability to expand our customer base and enter into additional SPL arrangements;
• our ability to accurately forecast and manufacture appropriate quantities of our products to meet clinical or commercial demand;
• our expectations regarding development of the cell therapy market, including projected growth in adoption of non-viral delivery approaches and gene editing manipulation technologies;
• our expectation that our customers will have access to capital markets to develop and commercialize their cell therapy programs;
• our ability to maintain our FDA Master File and Master and Technical Files in other countries and expand Master and Technical Files into additional countries;
18
Table of Contents
• our research and development for any future products, including our intention to introduce new instruments and processing assemblies and move into new applications;
• the development, regulatory approval and commercialization of competing products and our ability to compete with the companies that develop and sell such products;
• risks associated with our ability to retain and hire senior management and key personnel;
• regulatory developments in the United States and foreign countries;
• our expectations regarding the period during which we qualify as an emerging growth company under the JOBS Act (as defined below);
• our ability to develop and maintain our corporate infrastructure, including our internal controls;
• our financial performance and capital requirements;
• the adequacy of our cash resources and availability of financing on commercially reasonable terms;
• our expectations regarding our ability to obtain and maintain intellectual property protection for our products, as well as our ability to operate our business without infringing the intellectual property rights of others;
• general market and economic conditions that may impact investor confidence in the biopharmaceutical industry and affect the amount of capital such investors provide to our current and potential partners; and
•our use of available capital resources.
You should not rely on forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Quarterly Report on Form 10-Q primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition and operating results. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors described under the caption “Risk Factors” and elsewhere in the 2025 Form 10-K. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this report. The results, events and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.
In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this Quarterly Report on Form 10-Q, and while we believe that information provides a reasonable basis for these statements, that information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.
The forward-looking statements made in this Quarterly Report on Form 10-Q relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Quarterly Report on Form 10-Q to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q or to reflect new information or the occurrence of unanticipated events, except as required by law. Given these uncertainties, you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions or joint ventures.
19
Table of Contents
You should read this Quarterly Report on Form 10-Q and the documents that we file from time to time with the SEC with the understanding that our actual future results, levels of activity, performance and events and circumstances may be materially different from what we expect.
In this Quarterly Report on Form 10-Q, unless the context requires otherwise, all references to “we,” “our,” “us,” “MaxCyte” and the “Company” refer to MaxCyte, Inc.
Trademarks
We have applied for various trademarks that we use in connection with the operation of our business. This Quarterly Report on Form 10-Q includes trademarks, service marks, and trade names owned by us or other companies. All trademarks, service marks, and trade names included in this Quarterly Report on Form 10-Q are the property of their respective owners. Solely for convenience, the trademarks and trade names in this report may be referred to without the ® or TM symbols, but such references should not be construed as any indicator that their respective owners will not assert, to the fullest extent under applicable law, their rights thereto.
Overview
We are a global life sciences company that provides comprehensive cell engineering and gene-editing solutions to advance the discovery, development, and commercialization of next-generation cell therapeutics including cell and gene therapies and to support innovative cell-based research and development. Over more than two decades, we have developed and commercialized our proprietary Flow Electroporation® technology, which is used by biotechnology and pharmaceutical companies to facilitate complex engineering of a wide variety of cells. Electroporation is a method of transfection, or the process of deliberately introducing molecules into cells, by applying an electric field to temporarily increase the permeability of the cell membrane, enabling the intracellular delivery of molecules, such as genetic material and proteins, that would not normally be able to cross the cell membrane as easily.
Our ExPERT™ platform, based on our Flow Electroporation technology, supports the development and commercialization of next-generation cell-based medicines. The ExPERT family of products includes five instruments, which we call the DTx™, the ATx™, the STx™, the GTx™, and the VLx™, as well as a portfolio of proprietary related disposables and consumables. Our disposables include production assemblies (“PAs”) designed for use with our instruments and our consumables include accessories supporting PAs such as electroporation buffer solution and software protocols. Our assay services provide gene editing risk assessment services using highly sensitive assays to detect on-target and off-target gene editing effects (“Assay Services”). We have garnered meaningful expertise in cell engineering via our internal research and development efforts as well as our customer-focused commercial approach, which includes an application scientist team. The platform is also supported by a robust intellectual property portfolio with more than 200 granted U.S. and foreign patents and more than 100 pending patent applications worldwide.
Our customer base includes leading commercial cell therapy and biologic developers, biotechnology and pharmaceutical companies, academic institutions, and government research organizations, including the U.S. National Institutes of Health. Our customers have extensively validated our technology and we believe the features and performance of our platform have led to sustained customer engagement. As of June 30, 2026, our customer base includes 29 Strategic Platform License (“SPL”) partners, a majority of the top 25 pharmaceutical companies based on 2025 global revenue, hundreds of biotechnology companies and academic research centers. Our Flow Electroporation technology is used by one of our SPL partners to engineer the first ex-vivo cell therapy approved by the FDA in December 2023.
Since our inception, we have incurred significant operating losses. Our ability to generate revenue sufficient to achieve profitability will depend on the successful further development, commercialization adoption, and market acceptance of our products. We generated revenue of $16.9 million and incurred a net loss of $13.6 million for the six months ended June 30, 2026. As of June 30, 2026, we had an accumulated deficit of $275.1 million. We expect to continue to incur net losses as we focus on growing commercial sales of our products in both the U.S. and international markets, including expanding our sales force, scaling our manufacturing operations, and continuing research and development efforts to develop new products and further enhance our existing products.
20
Table of Contents
Recent Developments
In February 2026, we announced the launch of our ExPERT DTx, a high throughput transfection platform for research and drug discovery applications. The DTx streamlines workflows by processing up to 96 samples in a single three-minute run. The DTx was developed for researchers whether performing gRNA or nuclease screens, antibody discovery, or evaluating novel receptor constructs. With directly scalable, precision turned electroporation protocols, we believe the DTx supports a clear, efficient path to downstream development and GMP-compliant manufacturing when paired with the ATx, STx and GTx.
Results of Operations
Comparison of the Three Months Ended June 30, 2026 and 2025
The following table sets forth our results of operations for the periods presented:
Three Months Ended
June 30,
2026 2025
(in thousands)
Total revenue $ 7,271 $ 8,507
Cost of goods sold 1,675 1,519
Gross profit 5,596 6,988
Operating expenses
Research and development 4,253 6,269
Sales and marketing 3,364 5,786
General and administrative 7,258 8,080
Depreciation and amortization 953 1,080
Total operating expenses 15,828 21,215
Operating loss (10,232) (14,227)
Other income
Interest income 1,358 1,870
Total other income 1,358 1,870
Net loss $ (8,874) $ (12,357)
Revenue
We generate revenue principally from the sale of instruments, single-use PAs and consumables as well as from licenses and service offerings to our customers. Our SPL agreements also include associated clinical progress milestones and sales-based payments to us, in addition to annual license payments.
In order to evaluate how our sales are trending across key markets, as well as the contribution of program economics from our SPL agreements, we separately analyze our core revenue and our performance-based milestone revenues we recognize under our SPL agreements. Core revenue includes instrument sales, PAs and consumables, research and clinical licenses, and Assay Services, while non-core revenue relates to SPL milestone and royalty revenue. We recognize both core and non-core revenue in accordance with US GAAP.
21
Table of Contents
The following table provides details regarding the sources of revenue for the periods presented:
Three Months Ended
June 30, Change
2026 2025 Amount %
(in thousands, except percentages)
Core revenue:
Instrument revenue $ 1,761 $ 2,141 $ (380) (18%)
PA revenue 2,337 3,128 (791) (25%)
License revenue 1,822 2,619 (797) (30%)
Assay Service revenue 245 51 194 380%
Other service revenue 338 259 79 31%
Total core revenue 6,503 8,198 (1,695) (21%)
SPL milestones and royalties 768 309 459 149%
Total revenue $ 7,271 $ 8,507 $ (1,236) (15%)
Total revenue for the three months ended June 30, 2026 was $7.3 million, a decrease of $1.2 million, or 15%, compared to $8.5 million during the three months ended June 30, 2025. The decrease was primarily driven by a decrease in a core revenue, offset by an increase in SPL milestone and royalty revenue in the amounts shown in the table above.
Total core revenue for the three months ended June 30, 2026 was $6.5 million, a decrease of $1.7 million, or 21%, compared to $8.2 million for the three months ended June 30, 2025. Our overall decrease in core revenue was primarily driven by decreases in PA revenue, license revenue and instrument revenue of $0.8 million, $0.8 million and $0.4 million, respectively, offset by an aggregate increase of $0.3 million in Assay Service and other service revenue. License revenue declined primarily due to the discontinuation of a few partner programs. Instrument revenue decreased primarily as a result of the timing of customer purchase decisions. PA revenue decreased compared to the corresponding prior-year period primarily due to elevated customer purchases in the prior year due to tariff-related buying activity.
We expect SPL milestone and royalty revenue to continue to experience variability for some time, although we anticipate that variability may moderate as the volume of SPL partnerships and associated milestones grows and matures. The $0.5 million increase in SPL milestone and royalty revenues for the three months ended June 30, 2026 compared to the three months ended June 30, 2025 was primarily from an increase in royalty revenue.
Notwithstanding the $1.7 million decrease of core revenue for the three months ended June 30, 2026 compared to the three months ended June 30, 2025, we expect total revenue to increase over time as our customers’ programs advance through the cell therapy lifecycle and our markets grow, resulting in additional instrument revenue, PA revenue and license revenue, and also as the percentage of our installed base that are under SPL license agreements increases. In addition, we believe we are well-positioned to attract new customers who may contribute to these revenues, based on the underlying growth in the cell therapy pipeline among companies in this market, the extent to which capital is available to support such companies, and in particular the switch by some cell therapy companies away from viral to non-viral approaches. We expect, however, that our revenue may fluctuate from period-to-period due to the timing of securing product sales and licenses, the inherently uncertain nature of the timing of our partners’ achievements of clinical progress, and our dependence on the program decisions of our partners.
Cost of Goods Sold and Gross Profit
Cost of goods sold primarily consists of costs for instrument and processing assembly components, contract manufacturer costs, salaries, overhead, and other direct costs related to sales recognized as revenue in the period. Cost of goods sold associated with instrument lease revenue consists of leased equipment depreciation. Gross profit is calculated as revenue less cost of goods sold. Gross profit margin is gross profit expressed as a percentage of revenue.
Our gross profit in future periods will depend on a variety of factors, including sales mix among instruments, disposables and milestones, the specific mix among types of instruments or disposables, the proportion of revenues associated with instrument leases as opposed to sales, changes in the costs to produce our various products, the launch of new products or
22
Table of Contents
changes in existing products, our cost structure for manufacturing including changes in production volumes, and the pricing of our products which may be impacted by market conditions. We price our instruments at a premium given what we believe to be the broad benefits of our platform, and the limited availability of alternative clinically validated non-viral delivery approaches. Instrument pricing also depends upon the customer’s specific market. However, the market for non-viral delivery is highly competitive, and introduction of a Good Manufacturing Practices (“GMP”) grade platform by a competitor that delivers similar performance across a similar diversity of cell types could negatively impact our business and lead to increased price pressure that negatively impacts our gross margins.
During the three months ended June 30, 2026, gross margin was 77% compared to 82% for the three months ended June 30, 2025. The decrease in gross margin was primarily due to a decrease in license revenue and PA revenue during the three months ended June 30, 2026 compared to the three months ended June 30, 2025.
Three Months Ended June 30, Change
2026 2025 Amount %
(in thousands, except percentages)
Cost of goods sold $ 1,675 $ 1,519 $ 156 10%
Gross profit $ 5,596 $ 6,988 $ (1,392) (20%)
Gross margin 77% 82%
Cost of goods sold increased by $0.2 million, or 10%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The increase was primarily driven by an increase in charges to the provision for inventory reserves primarily to write expiring PA inventory down to their net realizable value.
Gross profit decreased by $1.4 million, or 20%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The decrease was primarily driven by the decreases in instrument and PA sales, offset slightly by the increase in SPL milestone and royalty revenue which incur higher margins.
We expect that our cost of goods sold will generally increase or decrease modestly as our instrument, PA and Assay Service revenue increases or decreases. We expect our gross margin to benefit from realization of milestone and royalty revenue from our SPL agreements, to the extent that such revenue grows to be a significant proportion of overall revenues, as there is no cost of goods sold associated with such revenue. However, realization and timing of these potential milestone revenues is uncertain.
Operating Expenses
Research and Development
Three Months Ended June 30, Change
2026 2025 Amount %
(in thousands, except percentages)
Research and development $ 4,253 $ 6,269 ($2,016) (32)%
Research and development expenses consist primarily of costs incurred for our research activities related to advancing our technology and development of applications for our technology, including research into specific applications and associated data development, process development, product development (e.g., development of instruments and disposables, including hardware and software engineering, and assays) and design and other costs not directly charged to inventory or cost of goods sold.
These expenses principally include employee-related costs, such as salaries, benefits, incentive compensation, stock-based compensation, and travel, as well as consultant services, facilities, and laboratory supplies, and materials. These expenses are exclusive of depreciation and amortization. We expense research and development costs as incurred in the period in which the underlying activity is undertaken.
Research and development expenses decreased by $2.0 million, or 32%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The decrease was primarily driven by a $1.5 million decrease in salary
23
Table of Contents
and personnel related expenses due to the workforce reduction plan executed in September 2025, a $0.4 million decrease in stock-based compensation, a $0.3 million decrease in lab supplies and expenses, a $0.2 million decrease in engineering expenses, and a $0.2 million decrease in occupancy expenses, offset by a $0.6 million impairment charge for laboratory equipment.
We believe that our continued investment in research and development is essential to our long-term competitive position. We expect to continue to incur substantial research and development expenses as we invest in research and development to support our customers, develop new uses for our existing technology and develop improved and/or new offerings to our customers and partners. We expect these expenses to vary from period to period as a percentage of revenue.
Sales and Marketing
Three Months Ended June 30, Change
2026 2025 Amount %
(in thousands, except percentages)
Sales and marketing $ 3,364 $ 5,786 $ (2,422) (42)%
Our sales and marketing expenses consist primarily of salaries, commissions, and other variable compensation, benefits, stock-based compensation and travel costs for employees within our commercial sales and marketing functions, as well as third-party costs associated with our marketing activities. These expenses are exclusive of depreciation and amortization.
Sales and marketing expenses decreased by $2.4 million, or 42%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The decrease was primarily driven by a $1.3 million decrease in salary and personnel related expenses due to the workforce reduction plan executed in September 2025, a $0.5 million decrease in marketing expenses, a $0.4 million decrease in stock-based compensation, and a $0.2 million decrease in professional fees, travel, and overhead expenses.
We expect our recurring sales and marketing expenses to increase in absolute dollars in future periods as we expand our commercial sales, marketing and business development teams, expand our product offerings, expand our collaboration efforts, increase our presence globally, and increase marketing activities to drive awareness and adoption of our products. We expect that in the near term, sales and marketing expenses could increase as a percentage of revenue, and thereafter vary from period to period as a percentage of revenue. The effects of such sales and marketing investments could take a few quarters to materialize into revenue growth or it may not materialize into revenue growth as expected or at all.
General and Administrative
Three Months Ended June 30, Change
2026 2025 Amount %
(in thousands, except percentages)
General and administrative $ 7,258 $ 8,080 $ (822) (10)%
General and administrative expenses primarily consist of salaries, benefits, stock-based compensation and travel costs for employees in our executive, accounting and finance, legal, corporate development, human resources, information systems, and office administration functions as well as professional services fees, such as consulting, audit, tax and legal fees, general corporate costs, facilities and allocated overhead expenses, and public company fees associated with being a Nasdaq listed public company such as director fees, broker fees, investor relations consultants fees and insurance costs. These expenses are exclusive of depreciation and amortization.
General and administrative expenses decreased by $0.8 million, or 10%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The decrease was primarily driven by a $1.6 million decrease in stock-based compensation, a $0.6 million decrease in public company fees, and a $0.4 million decrease in legal and professional fees offset by a $1.6 million charge for previously capitalized asset acquisition costs for an asset no longer being evaluated.
We expect that our general and administrative expenses will increase in absolute dollars in future periods, primarily to support anticipated growth in the business.
24
Table of Contents
Depreciation and Amortization
Depreciation expense consists of the depreciation of property and equipment used in the business. Depreciation related to leased instruments during the period is included in costs of goods sold in the accompanying condensed consolidated statement of operations. Amortization expense includes the amortization of intangible assets over their respective useful lives.
Three Months Ended June 30, Change
2026 2025 Amount %
(in thousands, except percentages)
Depreciation and amortization $ 953 $ 1,080 $ (127) (12)%
Depreciation and amortization expense decreased by $0.1 million, or 12%, for the three months ended June 30, 2026, compared to the three months ended June 30, 2025, primarily due to a reduction in fixed asset purchases in recent years.
Interest Income
Three Months Ended June 30, Change
2026 2025 Amount %
(in thousands, except percentages)
Interest income $ 1,358 $ 1,870 $ (512) (27)%
Interest income represents interest on our cash balances and investments. Interest income decreased $0.5 million, or 27%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The decrease was driven by decreases in interest rates and average cash and investment balances during the three months ended June 30, 2026.
Comparison of the Six Months Ended June 30, 2026 and 2025
The following table sets forth our results of operations for the periods presented:
Six Months Ended
June 30,
2026 2025
(in thousands)
Total revenue $ 16,922 $ 18,897
Cost of goods sold 3,244 3,016
Gross profit 13,678 15,881
Operating expenses
Research and development 8,110 12,172
Sales and marketing 6,792 11,484
General and administrative 13,224 16,606
Depreciation and amortization 1,969 2,141
Total operating expenses 30,095 42,403
Operating loss (16,417) (26,522)
Other income
Interest income 2,793 3,904
Total other income 2,793 3,904
Net loss $ (13,624) $ (22,618)
25
Table of Contents
Revenue
Six Months Ended
June 30, Change
2026 2025 Amount %
(in thousands, except percentages)
Core revenue:
Instrument revenue $ 3,107 $ 3,585 $ (478) (13%)
PA revenue 4,630 6,999 (2,369) (34%)
License revenue 3,919 5,150 (1,231) (24%)
Assay Service revenue 433 193 240 124%
Other service revenue 632 514 118 23%
Total core revenue 12,721 16,441 (3,720) (23%)
SPL milestones and royalties 4,201 2,456 1,745 71%
Total revenue $ 16,922 $ 18,897 $ (1,975) (10%)
Total revenue for the six months ended June 30, 2026 was $16.9 million, a decrease of $2.0 million, or 10%, compared to $18.9 million during the six months ended June 30, 2025. The decrease was primarily driven by a decrease in a core revenue, offset by an increase in SPL milestone and royalty revenue in the amounts shown in the table above.
Total core revenue for the six months ended June 30, 2026 was $12.7 million, a decrease of $3.7 million, or 23%, compared to the six months ended June 30, 2025. Our overall decrease in core revenue was primarily driven by decreases in PA revenue and license revenue of $2.4 million and $1.2 million, respectively.
The $1.7 million increase in SPL milestone and royalty revenues for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 is a result of our customers’ achievement of contractually specified clinical and regulatory milestones during the respective periods.
Cost of Goods Sold and Gross Profit
Six Months Ended June 30, Change
2026 2025 Amount %
(in thousands, except percentages)
Cost of goods sold $ 3,244 $ 3,016 $ 228 8%
Gross profit $ 13,678 $ 15,881 $ (2,203) (14%)
Gross margin 81% 84%
Cost of goods sold increased by $0.2 million, or 8%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The increase was primarily driven by an increase in charges to the provision for inventory reserves primarily to write expiring PA inventory down to their net realizable value.
Gross profit decreased by $2.2 million, or 14%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The decrease was primarily driven by the decreases in PA revenue and license revenue, offset by an increase in SPL milestone and royalty revenue.
Operating Expenses
Research and Development
Six Months Ended June 30, Change
2026 2025 Amount %
(in thousands, except percentages)
Research and development $ 8,110 $ 12,172 ($4,062) (33)%
26
Table of Contents
Research and development expenses decreased by $4.1 million, or 33%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The decrease was primarily driven by a $2.4 million decrease in salary and personnel related expenses due to the workforce reduction in September 2025, a $0.9 million decrease in stock-based compensation, a $0.6 million decrease in engineering expense, a $0.5 million decrease in lab supplies and expenses, and a $0.3 million decrease in occupancy expenses, offset by $0.6 million for an impairment charge for laboratory equipment.
Sales and Marketing
Six Months Ended June 30, Change
2026 2025 Amount %
(in thousands, except percentages)
Sales and marketing $ 6,792 $ 11,484 $ (4,692) (41%)
Sales and marketing expenses decreased by $4.7 million, or 41%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The decrease was primarily driven by a $2.5 million decrease in salary and personnel related expenses due to the workforce reduction in September 2025, a $1.0 million decrease in marketing expenses, a $0.7 million decrease in stock-based compensation, and a $0.5 million decrease in professional fees, travel, and overhead expenses.
General and Administrative
Six Months Ended June 30, Change
2026 2025 Amount %
(in thousands, except percentages)
General and administrative $ 13,224 $ 16,606 $ (3,382) (20%)
General and administrative expenses decreased by $3.4 million, or 20%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The decrease was primarily driven by a $2.7 million decrease in stock-based compensation, a $1.6 million decrease in legal and professional fees, a $0.7 million decrease in public company fees, a $0.4 million decrease in compensation expense, offset by $1.6 million charge for previously capitalized asset acquisition costs and $0.4 million increase in occupancy and overhead expenses.
Depreciation and Amortization
Six Months Ended June 30, Change
2026 2025 Amount %
(in thousands, except percentages)
Depreciation and amortization $ 1,969 $ 2,141 $ (172) (8)%
Depreciation and amortization expense decreased by $0.2 million, or 8%, for the six months ended June 30, 2026, compared to the six months ended June 30, 2025 primarily due to a reduction in fixed asset purchases in recent years.
Interest Income
Six Months Ended June 30, Change
2026 2025 Amount %
(in thousands, except percentages)
Interest income $ 2,793 $ 3,904 $ (1,111) (28%)
Interest income decreased $1.1 million, or 28%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The decrease was driven by decreases in interest rates and average cash and investment balances during the six months ended June 30, 2026.
27
Table of Contents
Liquidity and Capital Resources
Since our inception, we have experienced losses and negative cash flows from operations. For the six months ended June 30, 2026, we incurred a net loss of $13.6 million. As of June 30, 2026, we had an accumulated deficit of $275.1 million. To date, we have funded our operations primarily with proceeds from sales of common stock, borrowings under loan agreements and cash flows associated with sales and licenses of our products to customers.
We expect to incur near-term operating losses as we continue to invest in expanding our business through growing our sales and marketing efforts, continued research and development, product development and expanding our product offerings. Based on our current business plan, we believe that our existing cash, cash equivalents, short-term investments and internally generated cash flows will enable us to fund our operating expenses and capital expenditure requirements for at least the next 12 months from the date these consolidated financial statements have been issued.
We have based this estimate on assumptions that may prove to be wrong, and we could utilize our available capital resources sooner than we expect. Our future funding requirements will depend on many factors, including:
• costs and expenses related to strategic activities and transactions;
• market acceptance of our products;
• the cost and timing of establishing additional sales, marketing and distribution capabilities;
• the cost of our research and development activities and successful development of data supporting use of our products for new applications, and timely launch of new features and products;
• sales to existing and new customers and the progress of our SPL partners in developing their pipelines of product candidates;
• our ability to enter into additional SPL partnerships and licenses for clinical use of our platform in the future;
• changes in the amount of capital available to existing and emerging customers in our target markets;
• the effect of competing technological and market developments; and
• the level of our selling, general and administrative expenses.
If we are unable to execute our business plan and adequately fund operations, or if the business plan requires a level of spending in excess of cash resources, we may have to seek additional equity or debt financing. If additional financings are required from outside sources, we may not be able to raise such capital on terms acceptable to us or at all. To the extent that we raise additional capital through the sale of equity or debt securities, the ownership interest of our stockholders will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of our common stockholders. Debt financing, if available, may involve agreements that include covenants restricting our ability to take specific actions, such as incurring additional debt, selling or licensing our assets, making product acquisitions, making capital expenditures or declaring dividends. If we raise additional funds through collaboration and licensing arrangements with third parties, it may be necessary to relinquish some rights to our technologies or our products, or grant licenses on terms that are not favorable to us. If we are unable to raise additional capital when desired, we may have to delay development or commercialization of future products. We also may have to reduce marketing, customer support or other resources devoted to our existing products.
28
Table of Contents
Cash Flows
The following table summarizes our uses and sources of cash for the periods presented:
Six Months Ended
June 30,
(in thousands) 2026 2025
Net cash provided by (used in):
Operating activities $ (12,830) $ (24,263)
Investing activities 9,222 11,067
Financing activities (1,415) 537
Net decrease in cash and cash equivalents $ (5,023) $ (12,659)
Operating Activities
Net cash used in operating activities for the six months ended June 30, 2026 was $12.8 million, and consisted primarily of our net loss of $13.6 million, which was offset in part by net non-cash expenses of $5.0 million. Net non-cash expenses include stock-based compensation of $2.3 million, depreciation and amortization expenses of $2.0 million, an impairment on fixed assets of $0.6 million, lease right-of-use amortization of $0.4 million, $0.4 million in the change of excess and obsolete inventory, and an aggregate of $0.1 million in other non-cash charges offset by amortization of discounts on investments of $0.8 million. We also had net cash outflows of $4.3 million due to changes in our operating assets and liabilities. Net changes in our operating assets and liabilities consisted primarily of a decrease in accounts payable and accrued expenses of $3.3 million due to timing considerations, a decrease in deferred revenue of $1.1 million, an increase in inventory of $0.8 million, a decrease in operating lease liabilities of $0.7 million, and an increase in accounts receivable of $0.4 million, offset by an aggregate decrease in prepaid other assets of $2.1 million.
Net cash used in operating activities for the six months ended June 30, 2025 was $24.3 million, and consisted primarily of our net loss of $22.6 million, which was offset in part by net non-cash expenses of $7.8 million. Net non-cash expenses include stock-based compensation of $6.6 million, depreciation and amortization expenses of $2.2 million, and an aggregate $0.6 million in other non-cash charges offset by amortization of discounts on investments of $1.6 million. We also had net cash outflows of $9.5 million due to changes in our operating assets and liabilities. Net changes in our operating assets and liabilities consisted primarily of a decrease in accounts payable and accrued expenses of $5.4 million due to timing considerations, a decrease in deferred revenue and other liabilities of $2.9 million, an increase in accounts receivable of $1.1 million, an increase in other assets of $1.1 million, and a decrease in operating lease liabilities of $0.6 million, offset by a decrease in prepaid expenses and other current assets of $0.8 million and a decrease in inventory of $0.8 million.
Investing Activities
Net cash provided by investing activities during the six months ended June 30, 2026 was $9.2 million, which was primarily attributable to maturities of investments of $46.0 million, offset by purchases of investments of $36.5 million, $0.2 million for the acquisition of intangible assets, and purchases of property and equipment of $0.1 million.
Net cash provided by investing activities during the six months ended June 30, 2025 was $11.1 million, which was primarily attributable to maturities of investments of $77.6 million, offset by purchases of investments of $63.5 million, $1.8 million for the acquisition of SeQure, net of cash acquired, and purchases of property and equipment of $1.2 million.
Financing Activities
Net cash used in financing activities during the six months ended June 30, 2026 was $1.4 million, consisting of $1.5 million in repurchases of common stock offset by $0.1 million in aggregate proceeds from the exercise of stock options.
Net cash provided by financing activities during the six months ended June 30, 2025 was $0.5 million from the exercise of stock options and employee purchases of common stock from our employee stock purchase plan.
29
Table of Contents
Contractual Obligations and Commitments
Our contractual obligations and commitments as of June 30, 2026 consisted primarily of operating lease obligations. In May 2021, we entered into the Headquarters Lease for new office, lab and warehouse/manufacturing space. The Headquarters Lease term expires on August 31, 2035. The total incremental remaining non-cancellable lease payments under the Headquarters Lease are $22.9 million through the lease term. Upon acquisition of SeQure, we assumed the SeQure Lease, which term expires on December 31, 2027. The total incremental remaining non-cancellable lease payments under the SeQure lease are $0.6 million throughout the lease term. We expect to be able to fund our obligations under these leases, both in the short-term and in the long-term, from cash on hand, investments and operating cash flows.
We have the obligation, if certain revenue targets are achieved, to pay an amount not to exceed $2.5 million to former holders of convertible promissory notes of SeQure for the year ended December 31, 2025 and year ending December 31, 2026. Our estimate of the fair value of the liability for contingent consideration was de minimis as of June 30, 2026.
We had no debt obligations as of June 30, 2026 and December 31, 2025.
Purchase orders or contracts for the purchase of supplies and other goods and services are based on our current procurement or development needs and are generally fulfilled by our vendors within short time horizons.
Critical Accounting Estimates
We have prepared our condensed consolidated financial statements in accordance with U.S. GAAP. Our preparation of these condensed consolidated financial statements requires us to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, revenue, expenses and related disclosures. We evaluate our estimates and judgments on an ongoing basis. We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources.
Actual results could therefore differ materially from these estimates under different assumptions or conditions.
There have been no material changes, except as described below, to our critical accounting estimates from those disclosed in our audited consolidated financial statements and the related notes and other financial information included in the 2025 Form 10-K.
Impairment of Long-Lived Assets
We consider the assessment of recoverability of our long-lived assets under ASC 360, Property, Plant, and Equipment, to be a critical accounting estimate.
We evaluate our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset group may not be recoverable. The cash-flow projections used in the recoverability assessment require management judgment in developing assumptions regarding future revenues, operating costs, customer retention and purchasing activity, and expected disposition value. Projected cash flows from customers’ future revenues represent a meaningful component of the overall cash flow projections used in the recoverability assessment.
The recoverability determination is sensitive to assumptions related to our customers’ ability to achieve specified contractual development milestones and commercial sales-based royalties, as the timing and achievement of those revenues directly affect projected future cash flows. Adverse changes in assumptions regarding milestone and royalty achievement could result in projected cash flows that are insufficient to recover the carrying amount of an asset group and could require the recognition of an impairment charge in future periods.
During the six months ended June 30, 2026, changes in customer milestone forecast assumptions resulted in an evaluation of recoverability of our long-lived assets. The recoverability assessment indicated the carrying value of the asset group is recoverable and accordingly, did not result in an impairment. Separately, as described in Note 6, we recognized an
30
Table of Contents
impairment charge of $630,000 related to certain property and equipment that management determined would no longer be used and was actively marketed for sale. Future impairment conclusions could change if actual results differ from our assumptions or if adverse developments occur with respect to the customer’s progress toward achieving contractual milestones, customer demand, or expected disposition values.
JOBS Act Accounting Election
We are an emerging growth company (“EGC”) under the JOBS Act. Section 107 of the JOBS Act provides that an EGC can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended for complying with new or revised accounting standards. Thus, an EGC can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to avail ourselves of the delayed adoption of new and revised accounting standards and, therefore, we will be subject to the same requirements to adopt new or revised accounting standards as private entities. We also intend to rely on other exemptions provided by the JOBS Act, including not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002.
We will remain an EGC until the earliest of: (i) December 31, 2026, which is the last day of the fiscal year following the fifth anniversary of our IPO in the U.S.; (ii) the last day of the first fiscal year in which our annual gross revenue is $1.235 billion or more; (iii) the date on which we have, during the previous rolling three-year period, issued more than $1 billion in non-convertible debt securities; and (iv) the last day of the fiscal year in which the market value of our common stock held by non-affiliates exceeded $700 million as of June 30 of such fiscal year. The Company expects to retain its EGC status through the last day of the fiscal year following the fifth anniversary of the first sale of its registered common equity, that is, through December 31, 2026.
We are also a “smaller reporting company,” as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We may continue to be a smaller reporting company if either (i) the market value of our stock held by non-affiliates is less than $250 million as of the last business day of our second fiscal quarter or (ii) our annual revenue is less than $100 million during the most recently completed fiscal year and the market value of our stock held by non-affiliates is less than $700 million as of the last business day of our second fiscal quarter. If we are a smaller reporting company at the time we cease to be an emerging growth company, we may continue to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies.
Recent Accounting Pronouncements
A description of recently issued accounting pronouncements that may potentially impact our financial position, results of operations or cash flows is disclosed in Note 2 to our unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.