Alpha Teknova, Inc.
A maker of lab reagents—the fluids, buffers, agar plates, and cell-culture media that scientists mix with and grow samples in—for drug developers and diagnostic companies. Founded in 1996 by Ted Davis, a former Genentech scientist who started mixing custom plates in his Half Moon Bay garage, the firm (headquartered in Hollister, California) now ships both off-the-shelf and made-to-order supplies to labs worldwide. Its name is a mashup of "technology" and "nova," hinting at newness.
10-Q · Quarter ended Jun 30, 2026 · SEC filing ↗
The original filing sections are available below.
You should read the following discussion and analysis of our financial condition and results of operations together with our unaudited condensed financial statements and related notes thereto included in Part I, Item 1. of this Quarterly Report on Form 10-Q and with our audited…
You should read the following discussion and analysis of our financial condition and results of operations together with our unaudited condensed financial statements and related notes thereto included in Part I, Item 1. of this Quarterly Report on Form 10-Q and with our audited financial statements and related notes thereto for the year ended December 31, 2025, included in the 2025 Annual Report on Form 10-K (the 2025 Annual Report on Form 10-K) filed on March 2, 2026, with the Securities and Exchange Commission (SEC). For a discussion of factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis and elsewhere in this Quarterly Report on Form 10-Q, you should review the risk factors identified in Part I, Item 1A, Risk Factors, of our 2025 Annual Report on Form 10-K and in Item 1A, Risk Factors, of this Quarterly Report on Form 10-Q. As in Item 1. of this Quarterly Report on Form 10-Q, in this Item 2, unless the context otherwise requires, the terms “Teknova,” the “Company,” “we,” “us,” and “our” refer to Alpha Teknova, Inc. Overview Since our founding in 1996, we have been producing critical reagents for the discovery, development, and commercialization of novel therapies, vaccines, and molecular diagnostics. Our approximately 3,000 customers span the entire continuum of the life sciences market, including leading pharmaceutical and biotechnology companies, contract development and manufacturing organizations, in vitro diagnostic franchises, and academic and government research institutions. Our Company is built around our knowledge, methods, and know-how in our proprietary manufacturing processes, which are highly adaptable and configurable. These proprietary processes enable us to manufacture and deliver high-quality, custom, made-to-order products with short turnaround times and at scale, across all stages of our customers’ product development, from early research through commercialization. We have two primary product categories: (i) Lab Essentials, and (ii) Clinical Solutions. Our products cross all stages of development, from early research through commercialization. We offer three primary product types: (i) pre-poured media plates for cell growth and cloning; (ii) liquid microbial culture media and supplements for cellular expansion; and (iii) molecular biology reagents for sample manipulation, resuspension, and purification. Our liquid microbial culture media and supplements and molecular biology reagents are available in both of our two primary product categories; pre-poured media plates are available in our Lab Essentials category only. We are ISO 13485:2016 certified, enabling us to manufacture products for use in diagnostic and therapeutic applications. Our certification allows us to offer solutions across the entire customer product development workflow, supporting our customers’ need for materials in greater volume and that meet increasingly stringent quality requirements as they scale from research to commercialization. We manufacture our products at our Hollister, California headquarters and stock inventory of raw materials, components, and finished goods at that campus. We rely on a limited number of suppliers for certain raw materials, and we have no long-term supply arrangements with our suppliers, as we order on a purchase order basis. We ship our products directly from our warehouse in Hollister, California, to our customers and distributors, generally pursuant to purchase orders. We typically recognize revenue when products are shipped. We generated revenue of $12.2 million during the three months ended June 30, 2026, which represented an increase of $1.9 million compared to revenue of $10.3 million during the three months ended June 30, 2025. For the three months ended June 30, 2026 and 2025, only 4.3% and 5.0%, respectively, of our revenue was generated from customers located outside of the United States. We generated revenue of $23.3 million during the six months ended June 30, 2026, which represents an increase of $3.2 million compared to revenue of $20.1 million during the six months ended June 30, 2025. For the six months ended June 30, 2026 and 2025, only 4.5% and 5.1%, respectively, of our revenue was generated from customers located outside of the United States. Our sales outside of the United States are denominated in U.S. Dollars. We primarily generate sales through direct channels and a small salesforce, supported by an established network of distributors. We had an operating loss of $2.9 million during the three months ended June 30, 2026, compared to an operating loss of $3.4 million during the three months ended June 30, 2025. We had an operating loss of $7.2 million during the six months ended June 30, 2026, compared to an operating loss of $8.4 million during the six months ended June 30, 2025. While our expenses may fluctuate over the short term, we expect our expenses will increase in future periods, but at a slower rate, in connection with our ongoing activities as we: 18 •attract, hire, and retain qualified personnel; •invest in processes and infrastructure to improve operating efficiency and expand capacity at our facilities, including the ramp up of our new warehouse and distribution facility; •build our brand awareness and market presence through targeted marketing initiatives, strategic partnerships, and expanded sales efforts; and •increase investment in selling and marketing activities to drive customer acquisition, strengthen channel relationships, and support revenue growth across existing and new markets. Impact of Broader Economic Trends on Our Business We continue to closely monitor economic uncertainty in the U.S. and abroad. General inflation in the U.S. rose in recent years to levels not experienced in recent decades. While the rate of inflation has moderated in recent years, general inflation, including rising prices for our raw materials and other inputs, tariffs, as well as rising salaries and other expenses, can negatively impact our business by increasing our cost of sales and operating expenses. Inflation, together with uncertainty regarding future interest rate changes, and broader macroeconomic uncertainty, may cause our customers to reduce, delay, or cancel orders for our goods and services, thereby causing a decrease in or change in the timing of sales of our products and services. We cannot predict the impact of future inflation and interest rate changes on the results of our operations. Furthermore, changes to tariff and related international trade policy that began in 2025 have created uncertainty about the broader economy and our business. For further information regarding the impact of these economic factors on the Company, please see the risk factors identified in Part I, Item 1A, Risk Factors, of our 2025 Annual Report on Form 10-K. Results of Operations Comparison of the Three Months Ended June 30, 2026, and Three Months Ended June 30, 2025 The following tables set forth our results of operations for the three months ended June 30, 2026 and 2025 (dollars in thousands): For the Three Months Ended June 30, 2026 2025 $ Change % Change Revenue $ 12,185 $ 10,287 $ 1,898 18.5 % Cost of sales 7,300 6,303 997 15.8 % Gross profit 4,885 3,984 901 22.6 % Operating expenses: Research and development 554 581 (27 ) (4.6 )% Sales and marketing 2,122 1,573 549 34.9 % General and administrative 4,812 4,929 (117 ) (2.4 )% Amortization of intangible assets 287 287 — — Total operating expenses 7,775 7,370 405 5.5 % Loss from operations (2,890 ) (3,386 ) 496 (14.6 )% Other (expenses) income, net Interest expense, net (252 ) (165 ) (87 ) 52.7 % Other income 2 — 2 100.0 % Total other (expenses) income, net (250 ) (165 ) (85 ) 51.5 % Loss before income taxes (3,140 ) (3,551 ) 411 (11.6 )% Provision for income taxes 30 19 11 57.9 % Net loss $ (3,170 ) $ (3,570 ) $ 400 (11.2 )% 19 Revenue Our revenue disaggregated by product category for the three months ended June 30, 2026 and 2025, was as follows (dollars in thousands): For the Three Months Ended June 30, 2026 2025 $ Change % Change Lab Essentials $ 9,184 $ 7,792 $ 1,392 17.9 % Clinical Solutions 2,428 2,060 368 17.9 % Other 573 435 138 31.7 % Total revenue $ 12,185 $ 10,287 $ 1,898 18.5 % Total revenue was $12.2 million and $10.3 million for the three months ended June 30, 2026 and 2025, respectively. Lab Essentials revenue was $9.2 million for the three months ended June 30, 2026, an increase of $1.4 million, or 17.9%, compared to $7.8 million for the three months ended June 30, 2025. The increase in Lab Essentials revenue was attributable to higher average revenue per customer and, to a slightly lesser extent, an increased number of customers. Clinical Solutions revenue was $2.4 million for the three months ended June 30, 2026, an increase of $0.4 million, or 17.9%, compared to $2.1 million for the three months ended June 30, 2025. The increase in Clinical Solutions revenue was attributable to an increased number of customers, partially offset by lower average revenue per customer. Our revenue disaggregated by geographic region, for the three months ended June 30, 2026 and 2025, was as follows (dollars in thousands): For the Three Months Ended June 30, 2026 2025 $ Change % Change United States $ 11,659 $ 9,777 $ 1,882 19.2 % International 526 510 16 3.1 % Total revenue $ 12,185 $ 10,287 $ 1,898 18.5 % Revenue from U.S. sales was $11.7 million and $9.8 million for the three months ended June 30, 2026 and 2025, respectively. Revenue from U.S. sales as a percentage of our total revenue was consistent period over period, representing 95.7% and 95.0% of our total revenue during the three months ended June 30, 2026 and 2025, respectively. Revenue from international sales was $0.5 million for each of the three months ended June 30, 2026 and 2025. Revenue from international sales as a percentage of our total revenue was also consistent period over period, representing 4.3% and 5.0% of our total revenue during the three months ended June 30, 2026 and 2025, respectively. Gross profit Our gross profit for the three months ended June 30, 2026 and 2025, was as follows (dollars in thousands): For the Three Months Ended June 30, 2026 2025 $ Change % Change Cost of sales $ 7,300 $ 6,303 $ 997 15.8 % Gross profit 4,885 3,984 901 22.6 % Gross profit % 40.1 % 38.7 % Gross profit percentage was 40.1% and 38.7% for the three months ended June 30, 2026 and 2025, respectively. The increase in gross profit percentage was primarily driven by higher revenue, partially offset by higher fixed cost absorption into cost of goods sold from faster finished goods inventory turns. This compares to the same period in the prior year that had benefited from unusually favorable manufacturing efficiency gains. 20 Operating expenses Our operating expenses for the three months ended June 30, 2026 and 2025, were as follows (dollars in thousands): For the Three Months Ended June 30, 2026 2025 $ Change % Change Research and development $ 554 $ 581 $ (27 ) (4.6 )% Sales and marketing 2,122 1,573 549 34.9 % General and administrative 4,812 4,929 (117 ) (2.4 )% Amortization of intangible assets 287 287 — — Total operating expenses $ 7,775 $ 7,370 $ 405 5.5 % Research and development expenses were consistent at $0.6 million for each of the three months ended June 30, 2026 and 2025. Sales and marketing expenses were $2.1 million and $1.6 million for the three months ended June 30, 2026 and 2025, respectively. The increase was primarily driven by higher headcount and increased marketing expenses. General and administrative expenses were $4.8 million and $4.9 million for the three months ended June 30, 2026 and 2025, respectively. The decrease was primarily driven by lower stock-based compensation expense, partially offset by increased professional fees. Amortization of intangible assets was consistent at $0.3 million for each of the three months ended June 30, 2026 and 2025. Other expenses, net Our other expenses, net for the three months ended June 30, 2026 and 2025, were as follows (dollars in thousands): For the Three Months Ended June 30, 2026 2025 $ Change % Change Interest expense, net $ (252 ) $ (165 ) $ (87 ) 52.7 % Other income 2 — 2 100.0 % Total other expenses, net $ (250 ) $ (165 ) $ (85 ) 51.5 % Total other expenses, net was $0.3 million for the three months ended June 30, 2026, compared to $0.2 million for the three months ended June 30, 2025. The increase in total other expenses, net was primarily attributable to lower interest income. Provision for income taxes Our provision for income taxes for the three months ended June 30, 2026 and 2025, was as follows (dollars in thousands): For the Three Months Ended June 30, 2026 2025 $ Change % Change Provision for income taxes $ 30 $ 19 $ 11 57.9 % Effective tax rate (1.0 )% (0.5 )% Our income tax expenses were not significant for either the three months ended June 30, 2026 or 2025. The effective tax rates for the three months ended June 30, 2026 and 2025 were (1.0%) and (0.5)%, respectively. The effective tax rates differ from the federal statutory rate primarily due to operating losses not expected to produce an income tax benefit. 21 Comparison of the Six Months Ended June 30, 2026, and Six Months Ended June 30, 2025 The following tables set forth our results of operations for the six months ended June 30, 2026 and 2025 (dollars in thousands): For the Six Months Ended June 30, 2026 2025 $ Change % Change Revenue $ 23,262 $ 20,082 $ 3,180 15.8 % Cost of sales 14,593 13,091 1,502 11.5 % Gross profit 8,669 6,991 1,678 24.0 % Operating expenses: Research and development 1,163 1,133 30 2.6 % Sales and marketing 4,250 3,213 1,037 32.3 % General and administrative 9,870 10,421 (551 ) (5.3 )% Amortization of intangible assets 574 574 — — Total operating expenses 15,857 15,341 516 3.4 % Loss from operations (7,188 ) (8,350 ) 1,162 (13.9 )% Other (expenses) income, net Interest expense, net (471 ) (309 ) (162 ) 52.4 % Other adjustment to loan exit fee — 485 (485 ) (100.0 )% Other income 11 — 11 100.0 % Total other (expenses) income, net (460 ) 176 (636 ) (361.4 )% Loss before income taxes (7,648 ) (8,174 ) 526 (6.4 )% Provision for income taxes 77 41 36 87.8 % Net loss $ (7,725 ) $ (8,215 ) $ 490 (6.0 )% Revenue Our revenue disaggregated by product category for the six months ended June 30, 2026 and 2025, was as follows (dollars in thousands): For the Six Months Ended June 30, 2026 2025 $ Change % Change Lab Essentials $ 17,579 $ 15,909 $ 1,670 10.5 % Clinical Solutions 4,573 3,222 1,351 41.9 % Other 1,110 951 159 16.7 % Total revenue $ 23,262 $ 20,082 $ 3,180 15.8 % Total revenue was $23.3 million and $20.1 million for the six months ended June 30, 2026 and 2025, respectively. Lab Essentials revenue was $17.6 million for the six months ended June 30, 2026, an increase of $1.7 million, or 10.5%, compared to $15.9 million for the six months ended June 30, 2025. The increase in Lab Essentials revenue was attributable to an increased number of customers and, to a lesser extent, higher average revenue per customer. Clinical Solutions revenue was $4.6 million for the six months ended June 30, 2026, an increase of $1.4 million, or 41.9%, compared to $3.2 million for the six months ended June 30, 2025. The increase in Clinical Solutions revenue was attributable to an increased number of customers, partially offset by lower average revenue per customer. Our revenue disaggregated by geographic region, for the six months ended June 30, 2026 and 2025, was as follows (dollars in thousands): For the Six Months Ended June 30, 2026 2025 $ Change % Change United States $ 22,220 $ 19,049 $ 3,171 16.6 % International 1,042 1,033 9 0.9 % Total revenue $ 23,262 $ 20,082 $ 3,180 15.8 % 22 Revenue from U.S. sales was $22.2 million and $19.0 million for the six months ended June 30, 2026 and 2025, respectively. Revenue from U.S. sales as a percentage of our total revenue was consistent period over period, representing 95.5% and 94.9% of our total revenue during the six months ended June 30, 2026 and 2025, respectively. Revenue from international sales was $1.0 million for each of the six months ended June 30, 2026 and 2025. Revenue from international sales as a percentage of our total revenue was also consistent period over period, representing 4.5% and 5.1% of our total revenue during the six months ended June 30, 2026 and 2025, respectively. Gross profit Our gross profit for the six months ended June 30, 2026 and 2025, was as follows (dollars in thousands): For the Six Months Ended June 30, 2026 2025 $ Change % Change Cost of sales $ 14,593 $ 13,091 $ 1,502 11.5 % Gross profit 8,669 6,991 1,678 24.0 % Gross profit % 37.3 % 34.8 % Gross profit percentage was 37.3% and 34.8% for the six months ended June 30, 2026 and 2025, respectively. The increase in gross profit percentage was primarily driven by higher revenue, partially offset by higher fixed cost absorption into cost of goods sold from faster finished goods inventory turns. This compares to the same period in the prior year that had benefited from unusually favorable manufacturing efficiency gains. Operating expenses Our operating expenses for the six months ended June 30, 2026 and 2025, were as follows (dollars in thousands): For the Six Months Ended June 30, 2026 2025 $ Change % Change Research and development $ 1,163 $ 1,133 $ 30 2.6 % Sales and marketing 4,250 3,213 1,037 32.3 % General and administrative 9,870 10,421 (551 ) (5.3 )% Amortization of intangible assets 574 574 — — Total operating expenses $ 15,857 $ 15,341 $ 516 3.4 % Research and development expenses were consistent at $1.2 million and $1.1 million for the six months ended June 30, 2026 and 2025, respectively. Sales and marketing expenses were $4.3 million and $3.2 million for the six months ended June 30, 2026 and 2025, respectively. The increase was primarily driven by higher headcount and increased marketing expenses. General and administrative expenses were $9.9 million and $10.4 million for the six months ended June 30, 2026 and 2025, respectively. The decrease was primarily driven by lower stock-based compensation expense. Amortization of intangible assets was consistent at $0.6 million for each of the six months ended June 30, 2026 and 2025. Other (expenses) income, net Our other (expenses) income, net for the six months ended June 30, 2026 and 2025, were as follows (dollars in thousands): For the Six Months Ended June 30, 2026 2025 $ Change % Change Interest expense, net $ (471 ) $ (309 ) $ (162 ) 52.4 % Other adjustment to loan exit fee — 485 (485 ) (100.0 )% Other income 11 — 11 100.0 % Total other (expenses) income, net $ (460 ) $ 176 $ (636 ) (361.4 )% 23 Total other (expenses) income, net was an expense of $0.5 million for the six months ended June 30, 2026, compared to income of $0.2 million for the six months ended June 30, 2025. The increase in total other expense, net was primarily attributable to the $0.5 million adjustment recognized on the exit fee concurrent with the refinancing of our credit agreement during the three months ended March 31, 2025 coupled with lower interest income for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. Provision for income taxes Our provision for income taxes for the six months ended June 30, 2026 and 2025, was as follows (dollars in thousands): For the Six Months Ended June 30, 2026 2025 $ Change % Change Provision for income taxes $ 77 $ 41 $ 36 87.8 % Effective tax rate (1.0 )% (0.5 )% Our income tax expense was $0.1 million for the six months ended June 30, 2026 and not significant for the six months ended June 30, 2025. The effective tax rates for the six months ended June 30, 2026 and 2025 were (1.0)% and (0.5)% respectively. The effective tax rates differ from the federal statutory rate primarily due to operating losses not expected to produce an income tax benefit. Liquidity and Capital Resources The primary sources of financing for our operations are our (i) registered direct offering and concurrent private placement completed in September 2023, which resulted in aggregate gross proceeds of $22.9 million before deducting offering expenses of $0.4 million and the prepayment of $10.0 million of the Term Loan, and (ii) private placement completed in July 2024, which resulted in aggregate gross proceeds of $15.4 million before deducting offering expenses of $0.2 million. Our principal liquidity requirements are to fund our operations and capital expenditures. During the six months ended June 30, 2026, we incurred net losses of $7.7 million. In addition, as of June 30, 2026, we had an accumulated deficit of $143.5 million and $13.2 million in borrowings outstanding under our Term Loan (defined below). As of June 30, 2026, we had $24.0 million in net working capital, which included $17.4 million in cash and cash equivalents and short-term investments. Our material cash requirements from known contractual obligations and commitments relate primarily to operating leases for our office, manufacturing, warehouse, and distribution facilities at June 30, 2026. See “Notes to Financial Statements—Note 9. Leases,” for a discussion of our lease obligations reflected on our Condensed Balance Sheets. In addition to our existing cash and cash equivalents and short-term investments, our principal source of liquidity is our credit facility. On March 3, 2025, we entered into the Second Amended and Restated Credit Agreement with MidCap Financial Trust (MidCap) which provides for loan commitments in an aggregate amount of up to $28.245 million consisting of a $23.245 million senior secured term loan (Term Loan) and a $5.0 million working capital facility (Revolver). The Term Loan consists of the $12.135 million balance outstanding under the previous term loan, plus an additional $1.110 million related to the exit fee that would otherwise have been due upon closing of the Second Amended and Restated Term Loan Credit Agreement, as well as an additional tranche of $10.0 million that may become available for use in an acquisition, with MidCap’s consent. As of June 30, 2026, there were no amounts outstanding under the Revolver, and $3.4 million was available based on borrowing base estimates. The Second Amended and Restated Credit Agreement includes minimum net revenue requirements that are measured on a trailing twelve-month basis and a minimum cash requirement throughout the term of the agreement. The minimum cash requirement is $8.0 million, which includes cash and cash equivalents as well as short-term investments in U.S. Treasuries. We were in compliance with our financial covenants under the terms of the Second Amended and Restated Credit Agreement as of June 30, 2026. See “Notes to Financial Statements—Note 12. Long-Term Debt, Net” for a more detailed discussion of the material terms of our Second Amended and Restated Credit Agreement. On July 10, 2025, we filed a “shelf” registration statement on Form S-3 (Reg. No. 333-288613) with the SEC, which was declared effective on July 16, 2025. This shelf registration statement, which includes a base prospectus, allows us at any time to offer any combination of securities described in the prospectus in one or more offerings for our own account in an aggregate amount up to $225 million. The Form S-3 is intended to provide us flexibility to conduct registered sales of our securities, subject to market conditions and our future capital needs. The terms of any future offering under the shelf registration statement will be established at the time of such offering and will be described in a prospectus supplement filed with the SEC prior to the completion of any such offering. 24 The following table sets forth, for the periods indicated, net cash flows used in operating activities, provided by investing activities, and provided by (used in) financing activities (in thousands): For the Six Months Ended June 30, 2026 2025 Net cash used in operating activities $ (3,830 ) $ (6,204 ) Net cash provided by investing activities 3,786 5,852 Net cash provided by (used in) financing activities 136 (80 ) Net decrease in cash and cash equivalents $ 92 $ (432 ) Operating Activities Net cash used in operating activities for both the six months ended June 30, 2026 and 2025 consisted primarily of net loss, adjusted for certain non-cash items, and changes in working capital and other operating activities. Net cash used in operating activities was $3.8 million for the six months ended June 30, 2026, which primarily consisted of net loss of $7.7 million plus net adjustments for non-cash charges of $5.4 million, offset by net changes in operating assets and liabilities of $1.5 million. The primary non-cash adjustments to net loss included $3.2 million of depreciation and amortization, $1.3 million of stock-based compensation, and a $0.8 million provision for inventory. The main drivers of the changes in operating assets and liabilities were a $0.8 million increase in accounts receivable, a $0.7 million increase in inventories, and a $0.7 million decrease in accrued liabilities, partially offset by a $0.3 million decrease in prepaid expenses and other current assets, a $0.2 million decrease in other non-current assets, and a $0.2 million increase in accounts payable. Net cash used in operating activities was $6.2 million for the six months ended June 30, 2025, which primarily consisted of net loss of $8.2 million plus net adjustments for non-cash charges of $5.4 million, offset by net changes in operating assets and liabilities of $3.4 million. The primary non-cash adjustments to net loss included $3.2 million of depreciation and amortization, $1.8 million of stock-based compensation, and $0.9 million provision for inventory, partially offset by an adjustment to the loan exit fee of $0.5 million, and amortization of the discount on short-term investments of $0.4 million. The main drivers of the changes in operating assets and liabilities were a $1.7 million increase in inventories, a $1.2 million decrease in accrued liabilities, and a $0.9 million increase in accounts receivable, partially offset by a $0.4 million increase in accounts payable. Investing Activities Net cash provided by investing activities was $3.8 million for the six months ended June 30, 2026, which consisted of maturities of short-term investments of $12.0 million, partially offset by purchases of short-term investments of $7.9 million and purchases of property, plant, and equipment of $0.3 million. Net cash provided by investing activities was $5.9 million for the six months ended June 30, 2025, which consisted of maturities of short-term investments of $16.0 million, partially offset by purchases of short-term investments of $9.7 million and purchases of property, plant, and equipment of $0.4 million. Financing Activities Net cash provided by financing activities was $0.1 million for the six months ended June 30, 2026, which was primarily attributable to proceeds of $0.2 million from exercise of stock options and proceeds of $0.1 million from the issuance of common stock under our employee stock purchase plan, partially offset by the repayment of financed insurance premiums of $0.1 million. Net cash used in financing activities was $0.1 million for the six months ended June 30, 2025, which was primarily attributable to payment of exit fee costs of $1.1 million in connection with entering into the Second Amended and Restated Term Loan Credit Agreement, payment of debt issuance costs of $0.1 million, and repayment of financed insurance premiums of $0.1 million, largely offset by proceeds from long-term debt of $1.1 million and proceeds of $0.1 million from the issuance of common stock under our employee stock purchase plan. Critical Accounting Policies and Estimates For a discussion of our critical accounting estimates, refer to "Management’s Discussion and Analysis of Results of Operations and Financial Condition" in Part II, Item 7 and the notes to our financial statements in Part II, Item 8 of our 2025 Annual Report on Form 10-K. See also “Notes to Financial Statements—Note 2. Basis of Presentation and Summary of Significant Accounting Policies,” to our condensed financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q. There have been no material changes to our critical accounting estimates since our 2025 Annual Report on Form 10-K. 25 Emerging Growth Company and Smaller Reporting Company We qualify as an “emerging growth company” as defined in the JOBS Act. As long as we qualify as an emerging growth company, we may take advantage of certain exemptions from various reporting requirements and other burdens that are otherwise applicable generally to public companies. These provisions include, but are not limited to: •reduced obligations with respect to financial data, including presenting only two years of audited financial statements; •an exemption from compliance with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act; •reduced disclosure about our executive compensation arrangements in our periodic reports, proxy statements, and registration statements; and •exemptions from the requirements of holding non-binding advisory votes on executive compensation or golden parachute arrangements. In addition, under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have elected to avail ourselves of this exemption from adopting new or revised accounting standards, and, therefore, we will not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies or that have opted out of using such extended transition period, which may make comparison of our financial statements with those of other public companies more difficult. We may take advantage of these reporting exemptions until we no longer qualify as an emerging growth company, or, with respect to adoption of certain new or revised accounting standards, until we irrevocably elect to opt out of using the extended transition period. Under the JOBS Act, we will remain an emerging growth company until the earliest to occur of: •the last day of the fiscal year in which we have total annual gross revenues of $1.235 billion or more; •the last day of our fiscal year following the fifth anniversary of the date of the closing of our initial public offering, which we completed in June 2021; •the date on which we have issued more than $1.0 billion in nonconvertible debt during the previous three years; and •the date on which we are deemed to be a “large accelerated filer” under the Securities Exchange Act of 1934, as amended (the Exchange Act) (i.e., the first day of the fiscal year after we have (i) more than $700.0 million in outstanding common equity held by our non-affiliates, measured each year on the last business day of our most recently completed second fiscal quarter, and (ii) been public for at least 12 months). We will cease to be an emerging growth company on December 31, 2026, at the latest. We are also a “smaller reporting company” as defined in Rule 12b-2 under the Exchange Act. We may continue to be a smaller reporting company even after we are no longer an emerging growth company. If we continue as a smaller reporting company, we may take advantage of certain of the scaled disclosures available to smaller reporting companies including (i) an exemption from auditor attestation requirements, (ii) being able to present only two years of audited financial statements in annual reports, and (iii) reduced disclosure obligations regarding executive compensation. We may continue as a smaller reporting company until the fiscal year following the determination that (i) the market value of our voting and non-voting common stock held by non-affiliates equals or exceeds $250.0 million measured on the last business day of our most recently completed second fiscal quarter, and our annual revenues are more than $100.0 million during the most recently completed fiscal year or (ii) the market value of our voting and non-voting common stock held by non-affiliates equals or exceeds $700.0 million measured on the last business day of our most recently completed second fiscal quarter. Recent Accounting Pronouncements A description of recent accounting pronouncements that may potentially impact our financial position, results of operations, or cash flows is disclosed in “Notes to Financial Statement—Note 2. Basis of Presentation and Summary of Significant Accounting Policies,” to our condensed financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
We are a smaller reporting company, as defined in Rule 12b-2 under the Exchange Act, for this reporting period and are not required to provide the information required under this item. 26
We are a smaller reporting company, as defined in Rule 12b-2 under the Exchange Act, for this reporting period and are not required to provide the information required under this item. 26
Read original filing text →We are not a party to any material legal proceedings at this time. From time to time, we may become involved in various legal proceedings that arise in the ordinary course of business. For example, we may in the future become involved in legal proceedings relating to customers,…
We are not a party to any material legal proceedings at this time. From time to time, we may become involved in various legal proceedings that arise in the ordinary course of business. For example, we may in the future become involved in legal proceedings relating to customers, employees, suppliers, competitors, government agencies, or others. We will evaluate any claims and lawsuits with respect to their potential merits, our potential defenses and counter claims, and the expected effect on us of defending the claims and a potential adverse result. However, the results of any litigation, investigation, or other legal proceedings are inherently unpredictable and potentially expensive. Any claims against us, whether meritorious or not, could be time consuming, result in costly litigation, damage our reputation, require significant amounts of management time, and divert significant resources. If any legal proceedings were to be determined adversely to us, or we were to enter into a settlement arrangement, we could be exposed to monetary damages or limits on our ability to operate our business, which could have an adverse effect on our business, financial condition, and operating results. 28
Read original filing text →While we attempt to identify, manage, and mitigate risks and uncertainties associated with our business to the extent practical under the circumstances, some level of risk and uncertainty will always be present. Item 1A—“Risk Factors” in the 2025 Annual Report on Form 10-K descr…
While we attempt to identify, manage, and mitigate risks and uncertainties associated with our business to the extent practical under the circumstances, some level of risk and uncertainty will always be present. Item 1A—“Risk Factors” in the 2025 Annual Report on Form 10-K describes some of the risks and uncertainties associated with our business, which we strongly encourage you to review. These risks and uncertainties have the potential to materially affect our business, financial condition, results of operations, cash flows, projected results, and future prospects. Except as set forth below, there have been no material changes in our risk factors from those disclosed in the 2025 Annual Report on Form 10-K. We have incurred operating losses in the past and may incur losses in the future. We have incurred operating losses in the past, may incur operating losses in the future and may never achieve or maintain profitability. For the three and six months ended June 30, 2026, we incurred net losses of $3.2 million and $7.7 million, respectively. We have incurred and will continue to incur costs in connection with legal, accounting, and other administrative expenses related to operating as a public company and we expect that our operating expenses will increase modestly with the growth of our business. Since our inception, we have financed our operations primarily through revenue from our products, the sale of our equity securities, and debt. While our revenue has generally grown over the last several years, including the first six months of 2026 compared to the comparable period of 2025, and 2025 compared to 2024, it decreased in 2023 compared to 2022. If our revenue declines or fails to grow at a rate sufficient to offset our operating expenses, we will not be able to achieve and maintain profitability in future periods. We may never be able to generate sufficient revenue to achieve or maintain profitability, and our more recent growth and historical profitability should not be considered predictive of our future performance. The use of artificial intelligence (AI) and other emerging technologies in our operations may expose us to additional operational, competitive, regulatory, legal, cybersecurity, intellectual property, compliance, and other risks. We are evaluating and may increasingly incorporate artificial intelligence ("AI"), machine learning, and other emerging technologies into various facets of our operations, including our manufacturing processes, quality systems, and customer-facing activities. While we believe these technologies have the potential to improve efficiency and support our business, their use also introduces operational, regulatory, legal, cybersecurity, intellectual property, compliance, competitive, and other risks that are difficult to predict or fully mitigate. The algorithms and models underlying AI systems may have limitations, including biases, errors, insufficient or erroneous training data, or an inability to handle certain data types or scenarios. AI-generated content, analyses, or recommendations we utilize could prove inadequate or produce unintended consequences, including data leakage, cybersecurity incidents, or intellectual property infringement. The use of AI technologies in our manufacturing processes, quality systems, or other operational activities could also result in errors, inaccurate outputs, process failures, compliance issues, or other unintended consequences that could adversely affect our operations, product quality, customer relationships, or business results. If our employees use AI technologies in ways that are unauthorized or inconsistent with our policies, our confidential information, intellectual property, or reputation could be put at risk. Furthermore, the platforms providing AI models are in some cases owned and operated by emerging companies with less contractual, business, and compliance sophistication, which may limit our ability to manage these risks effectively. The regulatory landscape governing the use of AI is rapidly evolving, particularly in California, where we are headquartered, and more broadly across the United States and internationally. California has been among the most active jurisdictions in developing AI-related legislation and regulation, including laws and proposals addressing data privacy, algorithmic accountability, and automated decision-making. New or amended laws, regulations, or guidance could require us to modify or limit our use of these technologies, increase our compliance costs, or expose us to liability. These developing obligations create uncertainty and may prevent or make it harder for us to conduct or enhance our business using AI, or lead to regulatory fines, penalties, or other liability. The use of AI and related technologies also introduces cybersecurity risks, including vulnerabilities in third-party AI tools or platforms we may adopt and risks related to the integrity or confidentiality of data used to train or operate such systems. A breach or failure of any AI-related system could disrupt our operations, compromise proprietary or sensitive information, or damage our reputation with customers and partners. In addition, the competitive dynamics of our industry may shift as AI and other emerging technologies become more widely adopted. If our competitors adopt these technologies more effectively than we do, or if new entrants leverage them to develop superior products or more efficient operations, our competitive position could be harmed. Conversely, if we invest in AI technologies that fail to perform as expected or that become obsolete, we may not realize the anticipated benefits and may incur costs without a corresponding return. There can be no assurance that our use of AI or any investments we make in AI will enhance our products or services or be beneficial to our business, including our efficiency or profitability. 29 The legal and liability frameworks surrounding AI remain unsettled, including questions of intellectual property ownership, liability for AI-generated outputs, and potential claims arising from our use of AI in our operations. If we are subject to litigation or regulatory action related to our use of AI, the costs of defending such actions and any resulting damages or penalties could be material. We will no longer qualify as an “emerging growth company” as of December 31, 2026 and, as a result, we will become subject to certain additional regulatory requirements. We are currently an “emerging growth company,” as defined in the JOBS Act, and we take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies.” We will cease to qualify as an emerging growth company as of December 31, 2026. We are also currently a “smaller reporting company,” as defined in Rule 12b-2 under the Exchange Act, and we expect to remain a smaller reporting company after we cease to qualify as an emerging growth company. Many of the regulatory exemptions available as an emerging growth company will continue to be available to us because of our status as a smaller reporting company, and therefore we anticipate only modest increases in legal and administrative costs as a result of our loss of our emerging growth company status. However, any failure to timely comply with the additional regularoty requirements that we are not exempted from as a smaller reporting company, could result in stockholder or regulatory scrutiny of our corporate governance practices. In addition, if we cease to qualify as a smaller reporting company in the future, we could become subject to additional regulatory requirements and compliance with these additional requirements could substantially increase our legal and administrative compliance costs. 30
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