MAXCYTE, INC.

Previous wording

Our ExPERT platform, which is based on our Flow Electroporation technology, has been designed to address this rapidly expanding cell therapy market and can be utilized across the continuum of the high-growth cell therapy sector, from discovery and development through commercialization of next-generation, cell-based therapies. The ExPERT family of products includes four instruments, which we call the ATx, STx, GTx and VLx, and related software protocols, as well as a portfolio of proprietary related PAs and consumables. We launched the VLx instrument in September 2022.

Current wording

Our ExPERT platform, which is based on our Flow Electroporation technology, has been designed to address this rapidly expanding cell therapy market and can be utilized across the continuum of the high-growth cell therapy sector, from discovery and development through commercialization of next-generation, cell-based therapies. The ExPERT family of products includes five instruments, which we call the DTx, the ATx, the STx, the GTx, and the VLx, and related software protocols, as well as a portfolio of proprietary related PAs and consumables.

Previous wording

From leading commercial cell therapy drug and biologic developers and top biopharmaceutical companies to top academic and government research institutions, including the NIH, our customers have extensively validated our technology. We believe the features and performance of our platform have led to sustained customer engagement. Our existing customer base ranges from large biopharmaceutical companies, including a majority of the top 25 pharmaceutical companies based on 2023 global revenue, to hundreds of biotechnology companies and academic centers focused on translational research. As of December 31, 2024, we have placed more than 760 of our electroporation instruments with customers worldwide.

Current wording

From leading commercial cell therapy drug and biologic developers and top biopharmaceutical companies to top academic and government research institutions, including the NIH, our customers have extensively validated our technology. We believe the features and performance of our platform have led to sustained customer engagement. Our existing customer base ranges from large biopharmaceutical companies, including a majority of the top 25 pharmaceutical companies based on 2024 global revenue, to hundreds of biotechnology companies and academic centers focused on translational research. As of December 31, 2025, we have placed more than 857 of our electroporation instruments with customers worldwide.

Previous wording

We believe that our current cash, cash equivalents and short-term investments will enable us to fund our operating expenses and capital expenditure requirements for at least the next 12 months from the date of the filing of this Annual

Current wording

We believe that our current cash, cash equivalents and short-term investments will enable us to fund our operating expenses and capital expenditure requirements for at least the next 12 months from the date of the filing of this Annual Report. We have based this estimate on assumptions that may prove to be wrong, however, and we could exhaust our

Previous wording

Report. We have based this estimate on assumptions that may prove to be wrong, however, and we could exhaust our available capital resources sooner than we expect. See “Liquidity and Capital Resources” below for more information about our current capital resources.

Current wording

available capital resources sooner than we expect. See “Liquidity and Capital Resources” below for more information about our current capital resources.

Previous wording

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 and commercialization of our products. We generated revenue of $38.6 million and $41.3 million for the years ended December 31, 2024 and 2023, respectively, and incurred net losses of $41.1 million and $37.9 million for those same years. As of December 31, 2024, we had an accumulated deficit of $216.9 million. We expect to continue to incur net losses as we focus on growing commercial sales of our products in both the United States and international markets, including growing our sales teams, scaling our manufacturing operations, and continuing research and development efforts to develop new products and further enhance our existing products.

Current wording

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 and commercialization of our products. We generated revenue of $33.0 million and $38.6 million for the years ended December 31, 2025 and 2024, respectively, and incurred net losses of $44.6 million and $41.1 million for those same years. As of December 31, 2025, we had an accumulated deficit of $261.5 million. We expect to continue to incur net losses as we focus on growing commercial sales of our products in both the United States and international markets, including growing our sales teams, scaling our manufacturing operations, and continuing research and development efforts to develop new products and further enhance our existing products.

Previous wording

Our financial performance has largely been driven by, and in the future will continue to be impacted by, the rate of sales and licenses of our ExPERT family of proprietary Flow Electroporation instruments to existing and new customers. We currently market four versions of our instruments, the ATx, the STx, the GTx and the VLx. The ATx is primarily to academic institutions and investigative research users. The STx is primarily sold to end users for research and drug discovery purposes, and the GTx is licensed to customers for research, clinical or commercial use or sold for research use in certain circumstances or sold to academic centers for research or clinical use. We launched the VLx in September 2022 to provide our customers with an easier to use system that incorporates the benefits of the ExPERT platform. We view the demand for our instruments, whether in the form of sales or license, as an indicator of the health of our current business and as a predictor of future instrument sale and license revenue. As described below, we separately sell proprietary single-use PAs, which we call PAs, that are necessary for our customers to use our electroporation instruments. Therefore, depending on the number of instruments that have been sold or are under active license, we have insight into the demand for PAs that will also translate to future revenue for us.

Current wording

Our financial performance has largely been driven by, and in the future will continue to be impacted by, the rate of sales and licenses of our ExPERT family of proprietary Flow Electroporation instruments to existing and new customers. We currently market five versions of our instruments, the DTx, the ATx, the STx, the GTx, and the VLx.. The ATx is primarily to academic institutions and investigative research users. The STx is primarily sold to end users for research and drug discovery purposes, and the GTx is licensed to customers for research, clinical or commercial use or sold for research use in certain circumstances or sold to academic centers for research or clinical use. We launched the VLx to provide our customers with an easier to use system that incorporates the benefits of the ExPERT platform. We announced the launch the DTx in February 2026. We view the demand for our instruments, whether in the form of sales or license, as an indicator of the health of our current business and as a predictor of future instrument sale and license revenue. As described below, we separately sell proprietary single-use processing assemblies, which we call PAs, that are necessary for our customers to use our electroporation instruments. Therefore, depending on the number of instruments that have been sold or are under active license, we have insight into the demand for PAs that will also translate to future revenue for us.

Previous wording

Our sales model varies based on the activity of the end customer, such as whether they are a translational research center, an academic center, a company focused on drug or biologic discovery, or a company engaged in cell therapy development, and the customer’s intended use of our platform. If our customer intends to use our platform for research or discovery only, we typically sell the instrument outright. Each of the ATx, STx, GTx and VLx instruments have different prices based on the instrument’s features, with the VLx being the most expensive. When we sell an instrument, we also provide a non-exclusive license to our intellectual property for the customer to use the instrument broadly for research or discovery, as applicable. In the case of a sale, title to the instrument conveys to the buyer, but we retain ownership of intellectual property rights and software and protocols loaded onto the instruments.

Current wording

Our sales model varies based on the activity of the end customer, such as whether they are a translational research center, an academic center, a company focused on drug or biologic discovery, or a company engaged in cell therapy development, and the customer’s intended use of our platform. If our customer intends to use our platform for research or discovery only, we typically sell the instrument outright. Each of the ExPERT instruments have different prices based on the instrument’s features. When we sell an instrument, we also provide a non-exclusive license to our intellectual property for the customer to use the instrument broadly for research or discovery, as applicable. In the case of a sale, title to the instrument conveys to the buyer, but we retain ownership of intellectual property rights and software and protocols loaded onto the instruments.

Previous wording

Our installed base of electroporation instruments has grown to over 760 instruments as of December 31, 2024. This installed base includes both instruments sold to customers and instruments licensed for research and clinical use. Because of the size of the drug and biologic discovery market and our long history in that market, the installed base of instruments is currently weighted more heavily towards instruments sold for discovery and research applications. However, since each licensed instrument provides us with ongoing license revenues, the share of revenues from licensed instruments may grow as a share of our total revenue mix.

Current wording

Our installed base of electroporation instruments has grown to over 857 instruments as of December 31, 2025. This installed base includes both instruments sold to customers and instruments licensed for research and clinical use. Because of the size of the drug and biologic discovery market and our long history in that market, the installed base of instruments is currently weighted more heavily towards instruments sold for discovery and research applications. However, since each licensed instrument provides us with ongoing license revenues, the share of revenues from licensed instruments may grow as a share of our total revenue mix.

Previous wording

We plan to further grow our installed base of ExPERT instruments through additional sales and licenses to our current customers and through the sale or license of instruments to new cell therapy, product discovery, academic and other customers. To achieve this goal, we intend to further expand our commercial infrastructure, including through the expansion of our sales force and field application scientists. We have expanded our sales force and field application scientist count over the past several years and now have over 33 dedicated field sales and application scientist professionals globally. Our candidate identification and hiring process is stringent, and there can be no assurance that we will be able to continue to recruit the high level of candidates that make up our current team.

Current wording

We plan to further grow our installed base of ExPERT instruments through additional sales and licenses to our current customers and through the sale or license of instruments to new cell therapy, product discovery, academic and other customers. To achieve this goal, we intend to further expand our commercial infrastructure, including through the expansion of our sales force and field application scientists. We have over 23 dedicated field sales and application scientist professionals globally.

Previous wording

We expect license revenue to continue to grow as those customers move their existing drug or biologic development programs into later-stage clinical trials and advance their preclinical pipeline programs into clinical development. In addition, we expect new customers to emerge and contribute to these revenues, particularly given the underlying growth in the cell therapy pipeline among companies in this industry, availability of capital to support such companies, and in particular the switch by some of these cell therapy companies away from viral approaches to non-viral approaches.

Current wording

We expect license revenue to continue to grow as those customers move their existing drug or biologic development programs into later-stage clinical trials and advance their preclinical pipeline programs into clinical development. In addition, we expect new customers to emerge and contribute to these revenues.

Previous wording

We refer to these arrangements as SPL agreements, the terms of which contain not only higher annual, non-exclusive fees for the clinical use of the instrument, but also allow us to share in the economics of the customer’s programs. We have 29 SPL partnerships with commercial cell therapy developers, On average, our current SPL agreements allow for approximately six product candidates per license, although this average may change over time. SPL agreements typically include potential payments to us upon the customer’s achievement of specified clinical development or regulatory milestones, as well as potential sales-based payments to us, which could be payments based upon the achievement of specified sales levels and/or royalty payments that are a percentage of the customer’s net sales. The amount of each milestone payment is typically correlated in size with value-creating, precommercial clinical progress events or commercial sales levels.

Current wording

We refer to these arrangements as SPL agreements, the terms of which contain not only higher annual, non-exclusive fees for the clinical use of the instrument, but also allow us to share in the economics of the customer’s programs. We have 31 SPL partnerships with commercial cell therapy developers, On average, our current SPL agreements allow for approximately six product candidates per license, although this average may change over time. SPL agreements typically include potential payments to us upon the customer’s achievement of specified clinical development or regulatory milestones, as well as potential sales-based payments to us, which could be payments based upon the achievement of specified sales levels and/or royalty payments that are a percentage of the customer’s net sales. The amount of each milestone payment is typically correlated in size with value-creating, precommercial clinical progress events or commercial sales levels.

Previous wording

Under our current SPLs, one program is in commercial stage, and 18 programs are currently in clinical development, meaning they have at least an FDA-cleared IND application or foreign equivalent. Our 29 SPLs have the potential to generate greater than $2 billion. This figure includes both existing active SPL programs currently in clinical development and future SPL programs that are encompassed in our SPL agreements. From the 18 active clinical programs under our SPL agreements, the total pre-commercial milestone opportunity can exceed $220 million if all of

Current wording

Under our current SPLs, one program is in commercial stage, and 13 programs are currently in clinical development as of December 31, 2025, meaning they have at least an FDA-cleared IND application or foreign equivalent. Our 31 SPLs have the potential to generate greater than $2 billion. This figure includes both existing active SPL programs currently in clinical development and future SPL programs that are encompassed in our SPL agreements. From the 13 clinical programs under our SPL agreements, the total pre-commercial milestone opportunity can exceed $130 million if all of the active programs were to achieve regulatory approvals. We have received over $30 million in milestone revenue to date. However, our actual milestone revenue from these agreements will likely be lower, as not all programs covered by each agreement will become and remain active programs in a customer’s development pipeline or successfully complete the clinical development process. Further, each agreement typically includes programs that have not been specifically identified, or for which a candidate may never be identified or developed by the customer.

Previous wording

Our strategy is to capitalize on the growth in the number of cell therapy developers by entering into new SPL agreements. We entered into six agreements in 2024.

Current wording

Our strategy is to capitalize on the growth in the number of cell therapy developers by entering into new SPL agreements. We entered into four agreements in 2025.

Previous wording

For the year ended December 31, 2024, two cell therapy companies with which we have entered into an SPL agreement accounted for 32% of our total revenue, and our five largest SPL customers accounted for an aggregate of approximately 46% of our total revenue for the year through a combination of instrument license fees, milestones realized and processing assembly revenue.

Current wording

For the year ended December 31, 2025, one cell therapy company with which we have entered into an SPL agreement accounted for 26% of our total revenue, and our five largest SPL customers accounted for an aggregate of

Previous wording

We expect our gross margins to benefit from realization of the economics from our SPL agreements described above, to the extent that such milestones and/or sales-based payments grow to be a significant proportion of overall revenues, as there is no cost of goods sold associated with such revenue. However, realization of these potential revenues is uncertain. Margins may also experience downward pressure during the investment phase of our internal PA production ramp up, increases in labor and materials costs, expansion of our PA portfolio, future design changes or the mix of PAs sold, or other factors, but may benefit in the mid-to-long term as PA production becomes more automated.

Current wording

We expect our gross margins to benefit from realization of the economics from our SPL agreements described above, to the extent that such milestones and/or sales-based payments grow to be a significant proportion of overall revenues, as there is no cost of goods sold associated with such revenue. However, realization of these potential revenues is uncertain. Margins may also experience downward pressure due to increases in labor and materials costs, expansion of our PA portfolio, future design changes or the mix of PAs sold, or other factors, but may benefit in the mid-to-long term as PA production becomes more automated.

Previous wording

Our business and revenue growth strategy currently consists of the sale or instruments, the sale of PAs and consumables, and SPL license fees. We record revenue from the sale of instruments, PAs or consumables upon shipment to a customer. Licenses are typically invoiced annually at the start of each license period and are accounted for as monthly revenue over the license term with the expectation of continuing customer renewals of their licenses. As our customers achieve clinical progress milestones and/or sales-based payment milestones, we recognize the full value of the milestone as revenue. In addition, as customers use instruments they have either purchased or included with their license, they typically replenish their supplies of PAs and consumables through recurring purchases. Although customers are not contractually obligated to renew their licenses or to purchase additional PAs or consumables and may decide not to do so solely in their own discretion, license fees and PAs and consumable revenue streams have historically formed an important component of our revenues, and we believe they provide insight into our future performance. We consider these sales and license revenue streams to be recurring revenues.

Current wording

Our business and revenue growth strategy currently consists of the sale of instruments, the sale of PAs and consumables, and SPL license fees. We record revenue from the sale of instruments, PAs or consumables upon shipment to a customer. Licenses are typically invoiced annually at the start of each license period and are accounted for as monthly revenue over the license term with the expectation of continuing customer renewals of their licenses. As our customers achieve clinical progress milestones and/or sales-based payment milestones, we recognize the full value of the milestone as revenue. In addition, as customers use instruments they have either purchased or included with their license, they typically replenish their supplies of PAs and consumables through recurring purchases. Although customers are not

Previous wording

Revenue from contracts with customers includes revenue from the sale of instruments, PAs and consumables. Customers purchase an ATx, STx, GTx or VLx depending upon their intended use and all customers purchase PAs and consumables for use with our instruments. Commercial customers may not use a purchased instrument for clinical or commercial processes.

Current wording

Revenue from contracts with customers includes revenue from the sale of instruments, PAs and consumables. Customers purchase a specific ExPERT instrument depending upon their intended use and all customers purchase PAs and consumables for use with our instruments. Commercial customers may not use a purchased instrument for clinical or commercial processes.

Previous wording

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. As a result, we expect that our research and development expenses will continue to increase in absolute dollars in future periods and vary from period to period as a percentage of revenue.

Current wording

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. While we expect an initial decrease in 2026 in research and development compared to 2025 as a result of our restructuring, we expect these expenses will increase in absolute dollars in future periods beyond 2026 and vary from period to period as a percentage of revenue.

Previous wording

We expect our sales and marketing expenses to increase in future periods as we expand our commercial sales, marketing and business development teams, increase our presence globally, and increase marketing activities to drive awareness and adoption of our products.

Current wording

While we expect an initial decrease in 2026 in sales and marketing compared to 2025 as a result of our restructuring, we expect these expenses will increase in absolute dollars in future periods beyond 2026 as we expand our commercial sales, marketing and business development teams, increase our presence globally, and increase marketing activities to drive awareness and adoption of our products.

Previous wording

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, 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 costs associated with being a Nasdaq and AIM listed public company such as director fees, U.K. Nominated Advisor and broker fees, investor relations consultants and insurance costs. These expenses are exclusive of depreciation and amortization.

Current wording

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, and office administration functions as well as professional services fees, such as consulting, audit, tax and legal fees, general

Previous wording

We expect that our general and administrative expenses will continue to increase in absolute dollars in future periods, primarily due to increased headcount to support anticipated growth in the business and due to incremental costs associated with operating as a public company listed on a U.S. exchange, including insurance (particularly directors and officers insurance), costs to comply with the rules and regulations applicable to companies listed on a U.S. securities exchange and costs related to compliance and reporting obligations pursuant to the rules and regulations of the SEC and stock exchange listing standards, investor relations and professional services. We expect these expenses to vary from period to period as a percentage of revenue.

Current wording

While we expect an initial decrease in 2026 in general and administrative expenses compared to 2025 as a result of our restructuring, we expect these expenses will increase in absolute dollars in future periods beyond 2026 primarily due to increased headcount to support anticipated growth in the business and due to incremental costs associated with operating as a public company listed on a U.S. exchange, including insurance (particularly directors and officers insurance), costs to comply with the rules and regulations applicable to companies listed on a U.S. securities exchange and costs related to compliance and reporting obligations pursuant to the rules and regulations of the SEC and stock exchange listing standards, investor relations and professional services. We expect these expenses to vary from period to period as a percentage of revenue.

Previous wording

We did not recognize a benefit for the net operating losses we incurred for the years ended December 31, 2024 and 2023. As of December 31, 2024, we had U.S. net operating loss carryforwards of $109.9 million, which may be available to offset future taxable income and begin to expire in 2025, as well as net operating losses in the various states in which we file. We have recorded a full valuation allowance against our net deferred tax assets at each balance sheet date since, due to our history of net losses, we have determined that it is currently more likely than not that our net deferred tax assets are not recoverable.

Current wording

We did not recognize a benefit for the net operating losses we incurred for the years ended December 31, 2025 and 2024. As of December 31, 2025, we had U.S. net operating loss carryforwards of $156.7 million, which may be available to offset future taxable income and begin to expire in 2026, as well as net operating losses in the various states in which we file. We have recorded a full valuation allowance against our net deferred tax assets at each balance sheet date since, due to our history of net losses, we have determined that it is currently more likely than not that our net deferred tax assets are not recoverable.

Previous wording

Total revenue for the year ended December 31, 2024 was $38.6 million, a decrease of $2.7 million, or 6%, compared to revenue of $41.3 million during the year ended December 31, 2023. The decrease was primarily driven by the decreases in program-related revenue.

Current wording

Total revenue for the year ended December 31, 2025 was $33.0 million, a decrease of $5.6 million, or 15%, compared to revenue of $38.6 million during the year ended December 31, 2024. The decrease was primarily driven by decreases in core and program-related revenue.

Previous wording

The $5.4 million decrease in SPL program-related revenues resulted from achievement of fewer contractually specified clinical and regulatory milestones during the year ended December 31, 2024 compared to the year ended December 31, 2023. The decrease reflects the expected variability from period to period in the level of program-related revenue given the small number of individual triggering events which currently generate this portion of revenue. We expect program-related revenue to continue to experience variability for some time, although we anticipate that variability may moderate as the volume of SPL agreements and associated milestones grows.

Current wording

The $2.7 million decrease in SPL program-related revenues resulted from achievement of fewer contractually specified clinical and regulatory milestones during the year ended December 31, 2025 compared to the year ended December 31, 2024. The decrease reflects the expected variability from period to period in the level of program-related revenue given the small number of individual triggering events which currently generate this portion of revenue. We expect program-related revenue to continue to experience variability for some time, although we anticipate that variability may moderate as the volume of SPL agreements and associated milestones grows.

Previous wording

Cost of goods sold increased by $2.4 million, or 50%, for the year ended December 31, 2024, compared to the year ended December 31, 2023. The increase was primarily driven by increases in PA and consumable sales, an increase in the allowance for obsolete inventory of $1.1 million, and lower absorption of manufacturing overhead costs.

Current wording

Cost of goods sold decreased by $0.9 million, or 12%, for the year ended December 31, 2025, compared to the year ended December 31, 2024. The decrease was primarily driven by decreases in PA and consumable sales, and a decrease in the allowance for obsolete inventory of $1.1 million due to enhancements in supply chain management.

Previous wording

Gross profit decreased by $5.0 million, or 14%, for the year ended December 31, 2024, compared to the year ended December 31, 2023. The decrease was primarily driven by a decrease in program-related revenue for the year ended December 31, 2024 and by increases to cost of goods sold described above.

Current wording

Gross profit decreased by $4.7 million, or 15%, for the year ended December 31, 2025, compared to the year ended December 31, 2024. The decrease was primarily driven by a decrease in program-related revenue for the year ended December 31, 2025 and a decrease in license revenue.

Previous wording

During the year ended December 31, 2024, gross margin was 82%, compared to 89% in the same period of 2023. The decrease was primarily driven by a decrease in SPL program-related revenue, and by an increase in the inventory allowance.

Current wording

During the year ended December 31, 2025, gross margin was 81%, compared to 82% in the same period of 2024.

Previous wording

General and administrative expenses decreased by $0.4 million, or 1%, for the year ended December 31, 2024, compared to the year ended December 31, 2023. The decrease was primarily driven by a $1.4 million decrease in compensation expenses, a $0.8 million decrease in professional services, a $0.3 million credit loss recovery, net of expense, and a $0.2 million decrease in office, travel, and general operating expenses, offset by a $1.1 million increase in stock-based compensation, a $0.8 million increase in fixed asset disposal loss, and a $0.4 million increase in legal and public company expenses.

Current wording

General and administrative expenses decreased by $1.6 million, or 5%, for the year ended December 31, 2025, compared to the year ended December 31, 2024. The decrease was primarily driven by a $1.5 million decrease in stock-based compensation, a decrease in compensation expenses of $0.3 million, a smaller fixed asset disposal loss of $0.6 million compared to year ended December 31, 2024, offset by a $0.8 million increase in professional services.

Previous wording

Depreciation and amortization expense increased by $0.2 million, or 4%, for the year ended December 31, 2024, compared to the year ended December 31, 2023. The increase was primarily driven by investments in laboratory equipment and consignment instruments.

Current wording

Depreciation and amortization expense increased by $0.1 million, or 2%, for the year ended December 31, 2025, compared to the year ended December 31, 2024.

Previous wording

Interest income decreased $0.2 million, or 2%, for the year ended December 31, 2024 compared to the year ended December 31, 2023. The decrease is primarily due to a decrease in balances of cash and investments.

Current wording

Interest income decreased $2.9 million, or 28%, for the year ended December 31, 2025 compared to the year ended December 31, 2024. The decrease is primarily due to decreases in interest rates and in balances of cash and investments.

Previous wording

Since our inception, we have experienced losses and negative cash flows from operations. For the years ended December 31, 2024 and 2023, we incurred net losses of $41.1 million and $37.9 million, respectively. As of December 31, 2024, we had an accumulated deficit of $216.9 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. On August 3, 2021, we completed our U.S. IPO, generating gross proceeds of $201.8 million. We received net proceeds of $184.3 million after deducting aggregate underwriting commissions and offering expenses of $17.6 million. As of December 31, 2024, we had cash and cash equivalents and short-term investments of $154.5 million.

Current wording

Since our inception, we have experienced losses and negative cash flows from operations. For the years ended December 31, 2025 and 2024, we incurred net losses of $44.6 million and $41.1 million, respectively. As of December 31, 2025, we had an accumulated deficit of $261.5 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. On August 3, 2021, we completed our U.S. IPO, generating gross proceeds of $201.8 million. We received net proceeds of $184.3 million after deducting aggregate underwriting commissions and offering expenses of $17.6 million. As of December 31, 2025, we had cash and cash equivalents and short-term investments of $103.0 million.

Previous wording

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. We expect to end 2025 with approximately $160 million in total cash, cash equivalents and investments.

Current wording

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. We expect to end 2026 with at least $136 million in total cash, cash equivalents and investments.

Previous wording

If we are unable to execute on 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.

Current wording

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.

Previous wording

Net cash used in operating activities for the year ended December 31, 2023 was $21.7 million, and consisted primarily of our net loss of $37.9 million, offset in part by net non-cash expenses of $12.4 million, including stock-based compensation of $14.0 million, depreciation and amortization expenses of $4.2 million, an increase in our inventory reserve of $0.7 million, and other non-cash expenses totaling $0.6 million, offset by the amortization of $7.1 million of discounts on investments. We also had net cash inflows of $3.8 million due to net changes in our operating assets and liabilities. Net changes in our operating assets and liabilities consisted primarily of a $5.2 million decrease in accounts receivable, a $1.9 million decrease in tenant improvement allowances receivable, a $3.3 million increase in accounts payable, accrued expenses and other, and a $0.4 million decrease in other assets, offset by a $4.5 million increase in inventory, a $1.6 million decrease in deferred revenue, a $0.6 million decrease in prepaid expenses and other current assets, and a $0.2 million decrease in operating lease and other liabilities.

Current wording

Net cash used in operating activities for the year ended December 31, 2025 was $34.4 million, and consisted primarily of our net loss of $44.6 million, offset in part by net non-cash expenses of $16.3 million, including stock-based compensation of $9.2 million, depreciation and amortization expenses of $4.3 million, goodwill impairment of $3.6 million, lease right-of use asset amortization of $0.8 million, an increase in our inventory reserve of $0.7 million, and a loss on disposal of assets of $0.3 million, offset by the amortization of $2.6 million of discounts on investments. We also had net cash outflows of $6.1 million due to net changes in our operating assets and liabilities. Net changes in our operating assets and liabilities consisted primarily of a $3.7 million decrease in accounts payable, accrued expenses and other liabilities, a $1.7 million decrease in deferred revenue, a $1.2 million decrease in operating lease liabilities, and a $1.2 million increase in prepaid expenses and other assets, offset by a $1.1 million decrease in accounts receivable and a $0.6 million decrease in inventory.

Previous wording

Cash provided by investing activities during the year ended December 31, 2023 was $55.0 million, which was primarily attributable to maturities of investments of $313.8 million, partially offset by purchases investments of $255.1 million, and purchases of property and equipment of $3.7 million.

Current wording

Cash provided by investing activities during the year ended December 31, 2024 was $6.9 million, which was primarily attributable to maturities of investments of $159.4 million, partially offset by purchases investments of $150.9

Previous wording

Cash provided by investing activities during the year ended December 31, 2024 was $6.9 million, which was primarily attributable to maturities of investments of $159.4 million, partially offset by purchases investments of $150.9 million, and purchases of property and equipment of $1.7 million. Purchases of investments are made as part of ordinary course investing activities in compliance with our investment policy which has as its primary objective preservation of principal.

Current wording

million, and purchases of property and equipment of $1.7 million. Purchases of investments are made as part of ordinary course investing activities in compliance with our investment policy which has as its primary objective preservation of principal.

Previous wording

Net cash provided by financing activities during the years ended December 31, 2024 and 2023 was $2.1 million, which consisted of proceeds from the exercise of stock options and employee purchases from our employee stock purchase plan.

Current wording

Net cash provided by financing activities during the years ended December 31, 2025 and 2024 was $0.7 million and $2.1 million, respectively, which consisted of proceeds from the exercise of stock options and employee purchases from our employee stock purchase plan.

Previous wording

Our contractual obligations and commitments as of December 31, 2024 consisted exclusively of operating lease obligations. In May 2021, we entered into an operating lease for new office, lab and warehouse/manufacturing space (the “Headquarters Lease”). The Headquarters Lease term expires on August 31, 2035. The total incremental remaining non-cancellable lease payments under the lease agreement are $26.1 million through the lease term. We expect to be able to fund our obligations under this lease, both in the short-term and in the long-term, from cash on hand, investments and operating cash flows. See Part I, Item 2, “Facilities” in this Annual Report for additional information regarding the new office lease.

Current wording

Our contractual obligations and commitments as of December 31, 2025 consisted exclusively of operating lease obligations. In May 2021, we entered into an operating lease for new office, lab and warehouse/manufacturing space (the “Headquarters Lease”). The Headquarters Lease term expires on August 31, 2035. The total incremental remaining non-cancellable lease payments under the lease agreement are $24.0 million through the lease term. Upon acquisition of SeQure, we assumed the SeQure headquarters lease, (the “SeQure Lease”) which term expires on December 31, 2027. The total incremental remaining non-cancellable lease payments under the SeQure Lease are $0.8 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. See Part I, Item 2, “Facilities” in this Annual Report for additional information regarding our leases.

Previous wording

We maintain an allowance for excess, obsolete, and slow-moving inventory to reflect the inventory at the lower of cost or net realizable value. These reserves are based on management's estimates of market conditions, future demand, and the physical condition of the inventory. Significant assumptions used in these estimates include historical sales trends, forecasted sales, and the expected timing of product obsolescence. Changes in these assumptions could materially affect the amounts reported in our financial statements. For the years ended December 31, 2024 and 2023, we recorded inventory reserves of $1.8 million and $0.7 million, respectively, primarily due to anticipated obsolescence and expiration of certain products.

Current wording

We maintain an allowance for excess, obsolete, and slow-moving inventory to reflect the inventory at the lower of cost or net realizable value. These reserves are based on management's estimates of market conditions, future demand, and the physical condition of the inventory. Significant assumptions used in these estimates include historical sales trends, forecasted sales, and the expected timing of product obsolescence. Changes in these assumptions could materially affect the amounts reported in our financial statements. For the years ended December 31, 2025 and 2024, we recorded inventory reserves of $0.7 million and $1.8 million, respectively, primarily due to anticipated obsolescence and expiration of certain products.