908 Devices Inc

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PROXY STATEMENT

FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD JUNE 13, 2024

This Proxy Statement contains information about the 2024 Annual Meeting of Stockholders, or Annual Meeting, of 908 Devices Inc., which will be held on Thursday, June 13, 2024 at 10:00 a.m. Eastern Time, solely by means of remote communication in a virtual-only format. You will not be able to attend the Annual Meeting physically. You will be able to attend and participate in the Annual Meeting online by visiting https://meetnow.global/MMMY6GC, where you will be able to listen to the meeting live, submit questions and vote. The board of directors of 908 Devices Inc. is using this Proxy Statement to solicit proxies for use at the Annual Meeting. In this Proxy Statement, the terms “908 Devices,” “the Company,” “we,” “us,” and “our” refer to 908 Devices Inc. and its subsidiaries. The mailing address of our principal executive offices is 908 Devices Inc., 645 Summer Street, Suite 201, Boston, Massachusetts 02210.

All properly submitted proxies will be voted in accordance with the instructions contained in those proxies. If no instructions are specified, the proxies will be voted in accordance with the recommendation of our board of directors with respect to each of the matters set forth in the accompanying Notice of 2024 Annual Meeting of Stockholders. You may revoke your proxy at any time before it is exercised at the meeting by giving our Corporate Secretary written notice to that effect.

We made this Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, or 2023 Annual Report, available to our stockholders of record as of April 19, 2024, or Record Date, on or about April 29, 2024.

We are an “emerging growth company” under applicable federal securities laws and therefore permitted to conform with certain reduced public company reporting requirements. As an emerging growth company, we provide in this Proxy Statement the scaled disclosure permitted under the Jumpstart Our Business Startups Act of 2012, or JOBS Act, including the compensation disclosures required of a “smaller reporting company,” as that term is defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended, or Exchange Act. In addition, as an emerging growth company, we are not required to conduct votes seeking approval, on an advisory basis, of the compensation of our named executive officers or the frequency with which such votes must be conducted, and we are not required to disclose pay versus performance information under Item 402(v) of Regulation S-K. We will remain an “emerging growth company” until the earliest of: (i) the last day of the fiscal year following the fifth anniversary of our initial public offering in December 2020; (ii) the last day of the fiscal year in which our total annual gross revenue is equal to or more than $1.235 billion; (iii) the date on which we have issued more than $1.0 billion in nonconvertible debt during the previous three years; or (iv) the date on which we are deemed to be a “large accelerated filer” under the rules of the Securities and Exchange Commission, or SEC. Even after we are no longer an “emerging growth company,” we may remain a “smaller reporting company.”

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR

THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 13, 2024

This Proxy Statement and our 2023 Annual Report are available for viewing, printing and downloading at www.envisionreports.com/MASS. To view these materials, please have your control number available that appears on your Stockholder Meeting Notice or proxy card. On this website, you can also elect to receive future distributions of our proxy statements and annual reports to stockholders by electronic delivery.

A copy of our 2023 Annual Report, as filed with the SEC on March 8, 2024, except for exhibits, will be furnished without charge to any stockholder upon written request to 908 Devices Inc., 645 Summer Street, Suite 201, Boston, Massachusetts 02210, Attention: Corporate Secretary or by email to secretary@908devices.com. This Proxy Statement and our 2023 Annual Report are also available on the SEC’s website at www.sec.gov, or in the “Investors” section of our website at https://ir.908devices.com/.