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908 Devices Inc.

For the period ended Mar 31, 2026. Filed May 6, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2026 · Filed May 6, 2026

MASS$10.56+4.0%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-09-30; filed 2025-11-10.

0001104659-25-108875

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-03-31; filed 2026-05-06.

0001104659-26-055917

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 159 previous paragraphs and 131 current paragraphs.

79 unchanged; 41 reworded; 4 added; 30 removed; 9 previous and 7 current paragraphs rearranged.

Tables are not compared: 31 previous and 26 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (4)

Current report

Product revenue increased by $2.2 million, or 26%, for the three months ended March 31, 2026, compared to the three months ended March 31, 2025. The increase was primarily related to a $1.3 million increase in product revenue from our mass spec products related to higher device shipments in the quarter within our federal and defense and state and local customers. The increase was also related to an increase of $0.9 million related to our FTIR products, driven by our VipIR placements, offset in part by a decrease in international shipments of our ProtectIR product.
Removed paragraphs (30)

Previous report

In addition, while the United States Federal Reserve has recently begun to lower interest rates, it has over the past couple of years raised, and may again raise, interest rates in response to concerns about inflation. Inflation, together with increased interest rates, may cause our customers to reduce or delay orders for our goods and services thereby causing a decrease in or change in timing of sales of our products and services. The impact of future inflation and interest rate fluctuations on the results of our operations cannot be accurately predicted.

Previous report

We continue to gauge the effects from the protracted U.S. government shutdown, which include delays due to constrained staffing and contracting authorities and the processing of U.S. export licenses. We expect that the U.S. government resumes normal contracting and operations in the fourth quarter of 2025. We believe any impacts from the shutdown would be a timing issue as customer demand for our technology and products remain strong.

Previous report

Product revenue decreased by $0.4 million, or 3%, for the three months ended September 30, 2025, compared to the three months ended September 30, 2024. The decrease was primarily related to a decrease in MX908 product revenue, mainly related to fewer device sales in the three months ended September 30, 2025 compared to the three months ended September 30, 2024. This decrease was offset in part by an increase in product revenue from FTIR products, led by XplorIR, which doubled in placements to sixty devices during the three months ended September 30, 2025.

Previous report

Product gross profit decreased by $0.7 million, or 11%, and gross profit margin decreased by five percentage points for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024. The decrease in product gross profit was primarily due to the impact of higher costs, including a $0.7 million increase in personnel related costs, offset in part by reduced spending in facilities, postage and charges for excess and obsolete inventory, as well as lower product volume for the three months ended September 30, 2025, which drove the decrease in gross profit margin.

Previous report

Service and contract revenue decreased by $0.1 million, or 4%, for the three months ended September 30, 2025, compared to the three months ended September 30, 2024. The decrease was primarily related to a decrease in service revenues related to the number of trainings performed for MX908 devices in the three months ended September 30, 2025 compared to the three months ended September 30, 2024. This decrease was offset in part by an increase in service revenues from service contracts on FTIR devices related to the increasing installed base.

Previous report

Service gross profit increased by $0.3 million, or 18%, and gross profit margin increased by eleven percentage points for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024, primarily due to a decrease in service costs incurred for performing trainings and material costs to support extended service contracts.

Previous report

Our selling, general and administrative expenses were $9.1 million for the three months ended September 30, 2025, a decrease of $0.6 million from selling, general and administrative expenses of $9.7 million for the three months ended September 30, 2024. The decrease was due primarily to a $0.2 million decrease in payroll and related costs related to reduced headcount and the repatriation of an employee on assignment, a $0.2 million decrease related to consulting, audit and other professional fees, a $0.1 million decrease related to facility costs and additional decreases within marketing, insurance and other operating costs, offset in part by a $0.2 million increase in non-cash stock based compensation.

Previous report

The key assumptions, such as revenue projection, equity volatility rate of the Company, revenue volatility rate and discount rate are utilized to estimate the fair value of the contingent consideration under Monte Carlo simulation. The fair value of contingent consideration increased by $10.7 million during the three months ended September 30, 2025, due to an increase in the projections for FTIR revenue, including the recent product launch of VipIR, and the increase in the Company’s publicly quoted share price during the three months ended September 30, 2025. The decline in the key assumptions of stock price and forecast resulted in an adjustment to the fair value of the contingent consideration obligation for the three months ended September 30, 2024 of a credit of $12.1 million that reduced the value of our contingent consideration liability for that period.

Previous report

As a result of sustained decreases in our publicly quoted share price and market capitalization in the third quarter of 2024, a $30.5 million goodwill impairment was recorded for the three months ended September 30, 2024.

Previous report

Comparison of the nine months ended September 30, 2025 and 2024

Previous report

Product revenue increased by $4.0 million, or 16%, for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024. The increase was primarily related to a $8.2 million increase product revenue from our FTIR products, partly due to the impact of ownership for the full period in 2025 compared to five months in 2024. This increase was offset in part by lower mass spec product revenues, mainly a decrease in device sales to our United States federal and defense customers, and due to a $1.5 million decrease in program product revenue related to our AVCAD program, pursuant to which we had component shipments under our subcontract agreement with a commercial entity in the nine months ended September 30, 2024.

Previous report

Product cost of revenue increased by $3.9 million, or 34%, for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024. The increase in product cost of revenue was primarily related to an increase in production costs related to the higher product revenues, $1.6 million in higher personnel related costs, partly related to our RedWave and KAF acquisitions, $0.8 million in higher intangible amortization, and $0.4 million related to severance and retention costs.

Previous report

Service and contract cost of revenue increased by $0.1 million, or 1%, for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024. There was an increase in service cost of revenue of $0.4 million related to an increase in personnel related costs which was offset in part by a reduction in third party contractors and materials

Previous report

Our research and development expenses were $12.1 million for the nine months ended September 30, 2025, an increase of $1.0 million from research and development expenses of $11.1 million for the nine months ended September 30, 2024. The increase was partly due to the increased expenses from the RedWave acquisition and was due primarily to a $0.5 million increase in project expenditure related to materials and consulting, a $0.4 million increase in personnel and related costs, and a $0.4 million increase in severance and retention costs, offset in part by a $0.1 million decrease in depreciation and a $0.1 million decrease in facility related costs

Previous report

Interest income decreased by $0.6 million for the nine months ended September 30, 2025 from $3.7 million for the nine months ended September 30, 2024. The decrease was due to the lower cash, cash equivalent and marketable securities balances, primarily due to the average balance during the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024 and, to a lesser extent, lower interest rates.

Previous report

Income from the transition services agreement, net was $2.1 million for the nine months ended September 30, 2025.

Previous report

As a result of sustained decreases in our publicly quoted share price and market capitalization in the third quarter of 2024, a $30.5 million goodwill impairment was recorded for the nine months ended September 30, 2024.

Previous report

Pursuant to the Amended 2022 Revolver, SVB waived filing any legal action or instituting or enforcing any rights and remedies it may have had against the Company in connection with the Company’s failing to maintain all of its operating accounts, depository accounts and excess cash with SVB, as required prior to the effectiveness of the Amended 2022 Revolver.

Previous report

The Amended 2022 Revolver also contains certain financial covenants, including a requirement that the Company maintain $20.0 million on account at or through SVB and the amount of unrestricted and unencumbered cash minus advances under the Amended 2022 Revolver is not less than the amount equal to the greater of (i) $10.0 million or (ii) nine (9) months of cash burn. The Amended 2022 Revolver contains customary representations and warranties, as well as certain non-financial covenants, including limitations on, among other things, the Company’s ability to change the principal nature of its business, dispose of the Company’s business or property, engage in any change of control transaction, merge or consolidate with any other entity or to acquire all or substantially all the capital stock or property of another entity, incur additional indebtedness or liens, pay dividends or make other distributions on capital stock, redeem the Company’s capital stock, engage in transactions with affiliates or otherwise encumber the Company’s intellectual property, in each case, subject to customary exceptions.

Previous report

Cash used in financing activities during the nine months ended September 30, 2024 was $0.9 million, consisting primarily of $1.0 million in payments for withholding taxes on vested equity awards and $0.4 million of contingent consideration related to the release of the $0.5 million milestone paid in February 2024, partially offset by $0.5 million in proceeds from issuances of common stock.
Reworded paragraphs (41)

Previous wording

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on March7, 2025, or the2024* Form 10-K. Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report on Form 10-Q, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including those factors set forth in “Item 1.A. Risk Factors” section of our 2024 Form 10-K, our actual results could differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.*

Current wording

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on March9, 2026*, or the**2025 Form 10-K. Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report on Form 10-Q, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including those factors set forth in “Item 1.A. Risk Factors” section of our 2025 Form 10-K, our actual results could differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.*

Previous wording

Front-line workers rely upon our handheld devices to combat the opioid crisis and detect counterfeit pharmaceuticals and illicit materials in the air or on surfaces at levels 1,000 times below their lethal dose. First responders also utilize our handheld devices to detect and identify thousands of hazardous bulk materials. The term “products” as used in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” refers to the MX908, ThreatID, ProtectIR, XplorIR, VipIR and related devices.

Current wording

Front-line workers rely upon our Mass Spec handheld devices to combat the opioid crisis and detect counterfeit pharmaceuticals and illicit materials in the air or on surfaces at levels 1,000 times below their lethal dose. First responders also utilize our handheld devices to detect and identify thousands of hazardous bulk materials. The term “products” as used in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” refers to the MX908, ThreatID, ProtectIR, XplorIR, VipIR and related devices.

Previous wording

On March 4, 2025, the Company completed the sale of its Desktop Portfolio to Repligen. The Company has determined the sale of the Desktop Portfolio represents a strategic shift that will have a major effect on its business and therefore met the criteria for classification as discontinued operations in the first quarter of 2025. Accordingly, the Desktop Portfolio is reported as discontinued operations in accordance with ASC 205-20,Discontinued Operations. The related assets and liabilities of the Desktop Portfolio are classified as assets and liabilities of discontinued operations in the consolidated balance sheets and the results of operations from the Desktop Portfolio as discontinued operations in the consolidated statements of operations. Applicable amounts in prior years have been recast to conform to this discontinued operations presentation. The Company recognized a gain on the sale of the Desktop Portfolio upon closing.

Current wording

On March 4, 2025, the Company completed the sale of its Desktop Portfolio to Repligen. The Company has determined the sale of the Desktop Portfolio represents a strategic shift that will have a major effect on its business and therefore met the criteria for classification as discontinued operations in the first quarter of 2025. Accordingly, the Desktop Portfolio is reported as discontinued operations in accordance with ASC 205-20,Discontinued Operations. The related assets and liabilities of the Desktop Portfolio are classified as assets and liabilities of discontinued operations in the consolidated balance sheets and the results of operations from the Desktop Portfolio as discontinued operations in the consolidated statements of operations.

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 from continuing operations of $38.8 million and $33.4 million for the nine months ended September 30, 2025 and 2024, respectively, and incurred net losses of $37.7 million and $37.1 million for those same periods. As of September 30, 2025, we had an accumulated deficit of $227.5 million. We expect to continue to incur net losses as we focus on growing sales of our products in both the United States and international markets, scaling our manufacturing operations, continuing research and development efforts to develop new products and further enhance our existing products. As a result, we may need additional funding for expenses related to our operating activities, including selling, general and administrative expenses and research and development expenses.

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 from continuing operations of $13.4 million and $11.8 million for the three months ended March 31, 2026 and 2025, respectively, and incurred net losses from continuing operations of $12.0 million and $9.8 million for those same periods. As of March 31, 2026, we had an accumulated deficit of $235.3 million. We expect to continue to incur net losses as we focus on growing sales of our products in both the United States and international markets, scaling our manufacturing operations, continuing research and development efforts to develop new products and further enhance our existing products. As a result, we may need additional funding for expenses related to our operating activities, including selling, general and administrative expenses and research and development expenses.

Previous wording

Because of the numerous risks and uncertainties associated with product development and commercialization, we are unable to accurately predict the timing or amount of increased expenses or when, or if, we will be able to achieve or maintain profitability. Until such time, if ever, as we can generate substantial revenue sufficient to achieve profitability, we expect to finance our operations through a combination of available cash, equity offerings, debt financings and strategic alliances. We may be unable to raise additional funds or enter into such other agreements or arrangements when needed on favorable terms,

Current wording

Because of the numerous risks and uncertainties associated with product development and commercialization, we are unable to accurately predict the timing or amount of increased expenses or when, or if, we will be able to achieve or maintain profitability. Until such time, if ever, as we can generate substantial revenue sufficient to achieve profitability, we expect to finance our operations through a combination of available cash, equity offerings, debt financings and strategic alliances. We may be unable to raise additional funds or enter into such other agreements or arrangements when needed on favorable terms, or at all. If we are unable to raise capital or enter into such agreements as, and when needed, we may have to significantly delay, scale back or discontinue the further development and commercialization efforts of one or more of our products, or may be forced to reduce or terminate our operations.

Previous wording

We are closely monitoring continued economic uncertainty in the United States and abroad, including volatility in the global markets and the rise and fluctuations in inflation and interest rates. These developments and the potential worsening of other macroeconomic conditions present risks for us, our suppliers and customers. For example, general inflation in the United States, Europe, the Middle East and other geographies has recently been at levels not experienced in recent decades, which has led to higher prices for our raw materials and other inputs, as well as higher salaries and travel expenses, which could continue to negatively impact our business by increasing our cost of sales and operating expenses. General inflation could also negatively impact our business if it leads to spending pressure and decreased available capital for our customers to deploy to purchase our products and services.

Current wording

We are closely monitoring continued economic uncertainty in the United States and abroad, including volatility in the global markets and the rise and fluctuations in inflation and interest rates. These developments and the potential worsening of other macroeconomic conditions present risks for us, and our suppliers and customers. For example, general inflation in the United States, Europe, the Middle East and other geographies has recently been at levels not experienced in recent decades, which has led to higher prices for our raw materials and other inputs, as well as higher salaries and travel expenses, which could continue to negatively impact our business by increasing our cost of sales and operating expenses. General inflation could also negatively impact our business if it leads to spending pressure and decreased available capital for our customers to deploy to purchase our products and services.

Previous wording

Challenging capital market conditions and the limited availability of financing alternatives, together with inflationary and interest rates pressures, and other economic uncertainty, including as a result of changes in countries’ trade policies and tariffs, may contribute to more cautious spending by our customers. Certain of our customers may evaluate their inventory levels, cash on hand and path to profitability, and institute cost controls and take other actions to reduce or delay purchases of our products and services. We cannot accurately predict the full impact of current macroeconomic factors on the budgets and capital expenditures of our customers, or the timing of the normalization of customer purchasing patterns.

Current wording

Challenging capital market conditions and the limited availability of financing alternatives, together with inflationary and interest rates pressures, may contribute to more cautious spending by our customers. We cannot accurately predict the full impact of current macroeconomic factors on the budgets and capital expenditures of our customers, or the timing of the normalization of customer purchasing patterns.

Previous wording

We are closely monitoring the ongoing military conflict between Russia and Ukraine, and the ongoing hostilities in Israel, Iran, and the Gaza Strip and other locations in the Middle East. Although we do not directly source any material products or supplies from Russia, Ukraine, Israel, Iran or the Gaza Strip, our customers in Europe and the Middle East could be impacted by extended conflicts or an escalation of these conflicts into neighboring countries.

Current wording

We are closely monitoring the ongoing military conflict between Russia and Ukraine and the conflicts in the Middle East. Although we do not directly source any material products or supplies from Russia, Ukraine or the Middle East, our customers in Europe and the Middle East could be impacted by extended conflicts or an escalation of these conflicts into neighboring countries.

Previous wording

We are also closely monitoring recently revised tariffs on parts and components imported into the U.S., as well as reciprocal tariffs recently implemented by non-U.S. countries where we export our finished products. We do not expect these tariffs to materially impact our business or results of operations in fiscal 2025. Nonetheless, we will continue to review and assess how the currently announced and any other additional tariffs may affect our business, results of operations or financial condition in the future.

Current wording

We are also closely monitoring increases or changes in tariffs on parts and components imported into the U.S., as well as reciprocal tariffs recently implemented by non-U.S. countries where we export our finished products. We do not expect these tariffs to materially impact our business or results of operations in the 2026 fiscal year. Nonetheless, we will continue to review

Previous wording

We regularly assess trends relating to recurring revenue which includes consumables, accessories and services based on our product offerings, our customer base and our understanding of how our customers use our products. Recurring revenue was 36% and 33% of total revenue for the nine months ended September 30, 2025 and 2024, respectively. Our recurring revenue as a percentage of total revenue will vary based upon new device placements in the period. As our device installed base expands, recurring revenue on an absolute basis is expected to increase and over time should be an increasingly important contributor to our revenue.

Current wording

We regularly assess trends relating to recurring revenue which includes consumables, accessories and services based on our product offerings, our customer base and our understanding of how our customers use our products. Recurring revenue was 30% and 37% of total revenue for the three months ended March 31, 2026 and 2025, respectively. Our recurring revenue as a percentage of total revenue will vary based upon new device placements in the period. As our device installed base expands, recurring revenue on an absolute basis is expected to increase and over time should be an increasingly important contributor to our revenue.

Previous wording

Our revenue is derived from sales of our devices, consumables, accessories and services. There will be fluctuations in the mix between devices and recurring from period-to-period. Over time, as our device installed base grows, we expect service revenue to constitute a larger percentage of total revenue. However, the percentage will be subject to fluctuation based upon our handheld sales in a period. In addition, our selling price and, consequently, our margins, are higher for those devices and recurring revenue that we sell directly to customers as compared to those that we sell through channel partners. While we

Current wording

revenue to constitute a larger percentage of total revenue, provided that our customers remain under a service contract. However, the percentage will be subject to fluctuation based upon our handheld sales in a period. In addition, our selling price and, consequently, our margins, are higher for those devices and recurring revenue that we sell directly to customers as compared to those that we sell through channel partners. While we expect the mix of direct sales as compared to sales through channel partners to remain relatively constant in the near term, we may consider increasing our direct sales capabilities in certain geographies based upon identified opportunities.

Previous wording

During the three and nine months ended September 30, 2025 and 2024, our product placements (units recognized as revenue) were as follows:

Current wording

During the three months ended March 31, 2026 and 2025, our product placements (units recognized as revenue) were as follows:

Previous wording

We generate product and service revenue from the sale of our devices and recurring revenue from the sale of consumables, accessories and services. Device sales accounted for 64% and 67% of our total revenue for the nine months ended September 30, 2025 and 2024, respectively. Recurring revenue accounted for 36% and 33% of our total revenue for the nine months ended September 30, 2025 and 2024, respectively. Our current device offerings include MX908, ThreatID, ProtectIR, XplorIR, VipIR and AVCAD components.

Current wording

We generate product and service revenue from the sale of our devices and recurring revenue from the sale of consumables, accessories and services. Device sales accounted for 70% and 63% of our total revenue for the three months ended March 31, 2026 and 2025, respectively. Recurring revenue accounted for 30% and 37% of our total revenue for the three months ended March 31, 2026 and 2025, respectively. Our current device offerings include MX908, ThreatID, ProtectIR, XplorIR, VipIR and AVCAD components.

Previous wording

Contract agreements are arrangements whereby we provide engineering services for the development of our technology platform for specific programs or new and expanding applications of our technologies for future commercial endeavors. Our contract agreements are with the U.S. government and commercial entities (who may be contracting with the government). Contracts typically include compensation for labor effort and materials incurred related to the deliverables under the contract. Our contract revenue was related to one customer during the nine months ended September 30, 2025.

Current wording

Contract agreements are arrangements whereby we provide engineering services for the development of our technology platform for specific programs or new and expanding applications of our technologies for future commercial endeavors. Our contract agreements are with the U.S. government and commercial entities (who may be contracting with the government). Contracts typically include compensation for labor effort and materials incurred related to the deliverables under the contract. Our contract revenue was related to one customer during the three months ended March 31, 2025.

Previous wording

During the three and nine months ended September 30, 2025 and 2024, our revenue was comprised of revenue from the following sources:

Current wording

During the three months ended March 31, 2026 and 2025, our revenue was comprised of revenue from the following sources:

Previous wording

Income from transition services agreement, net represents service charges provided to Repligen to facilitate the transition of the Desktop Portfolio, net of directly identifiable personnel related costs. The scope of transition services includes the provision of certain manufacturing services, research and development support and certain administrative functions related to the Desktop Portfolio. In addition, the Transition Services Agreement by and between the Company and Repligen, dated as of March 4, 2025, or the TSA, provides Repligen with access to the Company’s facility in Boston, Massachusetts. The services and obligations under the TSA were substantially completed, and access to the Company’s facility was terminated, as of June 30, 2025. The Company is continuing to provide certain general and administrative functions under the TSA.

Current wording

Income from transition services agreement, net represents service charges provided to Repligen to facilitate the transition of the Desktop Portfolio, net of directly identifiable personnel related costs. The scope of transition services includes the provision of certain manufacturing services, research and development support and certain administrative functions related to the Desktop Portfolio. In addition, the TSA by and between the Company and Repligen, dated as of March 4, 2025, or the TSA, provided Repligen with access to the Company’s former facility in Boston, Massachusetts. The services and obligations under the TSA were substantially completed, and access to the Company’s facility was terminated, as of June 30, 2025. The Company is continuing to provide certain general and administrative functions under the TSA.

Previous wording

We have not recorded any U.S. federal or state income tax benefits for the net operating losses we have incurred in each year or for the research and development tax credits we generated in the United States and have recorded a full valuation allowance against our net deferred assets, as we believe, based upon the weight of available evidence, that it is more likely than not that all of our net operating loss carryforwards and tax credits will not be realized.

Current wording

We have not recorded any U.S. federal or state income tax benefits for the net operating losses we have incurred in each year or for the research and development tax credits we generated in the United States and have recorded a full valuation

Previous wording

As of December 31, 2024, the Company had gross federal and state operating loss carryforwards of $127.9 million and $92.5 million, respectively, which may be available to offset future taxable income and begin to expire in 2032 and 2025, respectively, of which $93.5 million of federal gross operating losses do not expire. As of December 31, 2024, the Company also had U.S. federal and state research and development tax credit carryforwards of $8.6 million and $4.8 million, respectively, which may be available to offset future tax liabilities and begin to expire in 2032 and 2030, respectively.

Current wording

As of December 31, 2025, the Company had gross federal and state operating loss carryforwards of $147.0 million and $94.5 million, respectively. The federal operating loss carryforward may be available to offset future taxable income and begin to expire in 2032, of which $112.6 million of federal gross operating losses do not expire. As of December 31, 2025, the Company also had U.S. federal and state research and development tax credit carryforwards of $9.1 million and $4.9 million, respectively, which may be available to offset future tax liabilities and begin to expire in 2032 and 2030, respectively.

Previous wording

Utilization of the net operating loss and research and development tax credit carryforwards may be subject to a substantial annual limitation under Sections 382 and 383 of the Internal Revenue Code of 1986 due to ownership changes that have occurred previously or that could occur in the future. These ownership changes may limit the amount of carryforwards that can be utilized annually to offset future taxable income. In general, an ownership change, as defined by Section 382, results from transactions increasing the ownership of certain shareholders or public groups in the stock of a corporation by more than 50% over a three-year period. Since its formation, the Company has raised capital through the issuance of capital stock on several occasions. These financings, combined with the purchasing shareholders' subsequent disposition of those shares, may have resulted in a change of control or could result in a change of control in the future upon subsequent disposition. The Company conducted an analysis to determine if historical changes in ownership through March, 2025 would limit or otherwise restrict its ability to utilize these net operating loss and research and development credit carryforwards. As a result of this analysis, the Company does not believe there are any significant limitations on its ability to utilize these carryforwards. However, future changes in ownership after March 2025 could affect the limitation in future years. Any limitation may result in expiration of a portion of the net operating loss or research and development credit carryforwards before utilization.

Current wording

Utilization of the net operating loss and research and development tax credit carryforwards may be subject to a substantial annual limitation under Sections 382 and 383 of the Code due to ownership changes that have occurred previously or that could occur in the future. These ownership changes may limit the amount of carryforwards that can be utilized annually to offset future taxable income. In general, an ownership change, as defined by Section 382, results from transactions increasing the ownership of certain shareholders or public groups in the stock of a corporation by more than 50% over a three-year period. Since its formation, the Company has raised capital through the issuance of capital stock on several occasions. These financings, combined with the purchasing shareholders’ subsequent disposition of those shares, may have resulted in a change of control or could result in a change of control in the future upon subsequent disposition. The Company conducted an analysis to determine if historical changes in ownership through March, 2025 would limit or otherwise restrict its ability to utilize these net operating loss and research and development credit carryforwards. As a result of this analysis, the Company does not believe there are any significant limitations on its ability to utilize these carryforwards. However, future changes in ownership after March 2025 could affect the limitation in future years. Any limitation may result in expiration of a portion of the net operating loss or research and development credit carryforwards before utilization.

Previous wording

Our product revenue is comprised of revenue from sales of devices and related accessories and consumables as follows:

Current wording

Our product revenue is comprised of revenue from sales of devices and related accessories, software and consumables as follows:

Previous wording

Product cost of revenue increased by $0.3 million, or 7%, for the three months ended September 30, 2025, compared to the three months ended September 30, 2024. The increase in product cost of revenue was primarily related to a $0.7 million increase in personnel related costs, of which $0.4 million is due to increased headcount as a result of the KAF acquisition, offset in part by a $0.1 million decrease in charges for excess and obsolete inventory, a $0.1 million decrease in facility related costs, and a $0.1 million reduction in freight costs.

Current wording

Product cost of revenue increased by $0.4 million, or 9%, for the three months ended March 31, 2026, compared to the three months ended March 31, 2025. The increase in product cost of revenue was primarily related to a $0.7 million increase in shipments and related warranty costs and $0.3 million in personnel related costs related to our acquired precision machining shop in July 2025, offset in part by $0.3 million in lower facility related costs, $0.2 million in reduction in charges for excess and obsolete inventory and a $0.2 million reduction in all other manufacturing costs.

Previous wording

Product gross profit was relatively unchanged, and gross profit margin decreased by seven percentage points for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024. The flat product gross profit was primarily due to the higher product revenue volume, offset by the impact of lower margin international sales, an increase in intangible amortization and higher personnel related costs for the nine months ended September 30, 2025, which drove the decrease in gross profit margin.

Current wording

Product gross profit increased by $1.8 million, or 47%, and gross profit margin increased by seven percentage points for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025. The increased product gross profit was primarily due to the higher product revenue volume, a shift in channel mix with less international product sales that are at a lower gross margin, as well as the decreased facility costs related to the shutdown of the Boston facility as of June 30, 2025 and lower operating costs for the three months ended March 31, 2026, which drove the increase in gross profit margin.

Previous wording

Ourservice revenue is comprised of revenue from sales of extended warranty and service plans and customer training as follows:

Current wording

Ourservice and contract revenue is comprised of revenue from sales of extended warranty and service plans and customer training as follows:

Previous wording

Service and contract revenue increased by $1.5 million, or 17%, for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024. The increase was primarily related to a $0.8 million increase in handheld service revenues related to trainings and extended service contracts for MX908 devices and an increase in service revenue related to our FTIR products. Contract revenue for the nine months ended September 30, 2025 was $0.1 million compared to less than $0.1 million in the nine months ended September 30, 2024.

Current wording

Service and contract revenue decreased by $0.6 million, or 19%, for the three months ended March 31, 2026, compared to the three months ended March 31, 2025. The decrease was primarily related to a $0.7 million decrease in extended service contracts for MX908 devices mainly related to a funding-related pause in service coverage by a United States defense customer which began to impact our service revenues in the fourth quarter of 2025. The decrease was offset in part by a $0.2 million increase in service revenue related to our FTIR products. Contract revenue for the three months ended March 31, 2026 was zero compared to $0.1 million in the three months ended March 31, 2025.

Previous wording

Service and contract cost of revenue decreased by $0.4 million, or 23%, for the three months ended September 30, 2025, compared to the three months ended September 30, 2024. The decrease in service cost of revenue was primarily related to a decrease in contractors performing trainings for our MX908 and material costs incurred for service commitments in the three months ended September 30, 2025.

Current wording

Service and contract cost of revenue decreased by $0.2 million, or 11%, for the three months ended March 31, 2026, compared to the three months ended March 31, 2025. There was a decrease in service cost of revenue of $0.1 million and a decrease of $0.1 million in contract cost of revenue during the three months ended March 31, 2026. The decrease in service cost of revenue was primarily related to a reduction in third party contractors and materials spent on extended service contracts during the three months ended March 31, 2026, compared to the three months ended March 31, 2025.

Previous wording

Service gross profit increased by $1.4 million, or 33%, and gross profit margin increased by six percentage points for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024, primarily due to an increase in service volume related to training and extended service contracts, leveraging our investments in personnel and service infrastructure.

Current wording

Service and contract gross profit decreased by $0.4 million, or 25%, and gross profit margin decreased by four percentage points for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025, primarily due to a decrease in service volume related to extended service contracts, resulting in reduced leverage of our investments in personnel and service infrastructure.

Previous wording

Our research and development expenses were $3.8 million for the three months ended September 30, 2025, a decrease of $0.4 million from research and development expenses of $4.2 million for the three months ended September 30, 2024. The decrease was due primarily to a $0.2 million decrease in project expenditure related to materials and consulting, and a $0.2 million decrease in facility costs resulting from the impact of the shutdown of the Boston location.

Current wording

Our research and development expenses were $3.5 million for the three months ended March 31, 2026, a decrease of $0.4 million from research and development expenses of $3.8 million for the three months ended March 31, 2025. The decrease was primarily due to a $0.4 million reduction in facility costs related to the shutdown of the Boston facility as of June 30, 2025.

Previous wording

Our selling, general and administrative expenses were $29.7 million for the nine months ended September 30, 2025, an increase of $0.7 million from selling, general and administrative expenses of $29.0 million for the nine months ended September 30, 2024. The increase was due primarily to a $1.1 million increase in payroll and related costs, mainly related to our acquisition of RedWave, a $0.6 million charge for transaction bonuses earned with the Desktop Portfolio divestiture, a $0.9 million increase related to facility shut down and moving costs, and a $0.5 million increase in non-cash stock based compensation, offset in part by $2.2 million in lower consulting, legal and accounting related costs incurred with the RedWave acquisition during the nine months ended September 30, 2024 and a net decrease in all other expenses of $0.2 million.

Current wording

Our selling, general and administrative expenses were $9.9 million for the three months ended March 31, 2026, a decrease of $0.3 million from selling, general and administrative expenses of $10.2 million for the three months ended March 31, 2025. The decrease was due primarily to a $0.6 million charge for transaction bonuses earned in connection with the sale of the Desktop Portfolio in the three months ended March 31, 2025 and a net decrease in all other expenses of $0.2 million, offset in part by $0.4 million in higher legal costs incurred with the NIRLAB acquisition during the three months ended March 31, 2026.

Previous wording

The fair value of contingent consideration increased by $20.0 million during the nine months ended September 30, 2025, due to an increase in the projections for FTIR revenue, including the recent product launch of VipIR, and the increase in the Company’s publicly quoted share price during the nine months ended September 30, 2025. The decline in the key assumptions of stock price and forecast resulted in an adjustment to the fair value of the contingent consideration obligation for the nine months ended September 30, 2024 of a credit of $12.1 million that reduced the value of our contingent consideration liability for that period.

Current wording

The change in fair value of contingent consideration was $6.4 million for the three months ended March 31, 2026, an increase of $3.9 million, compared to the $2.5 million charge in the three months ended March 31, 2025. The increase in fair value was primarily due to the increase in the Company’s publicly quoted share price during the three months ended March 31, 2026 and to a lesser extent an increase in the projections for FTIR revenue.

Previous wording

Interest income increased by $0.2 million for the three months ended September 30, 2025 from $0.9 million for the three months ended September 30, 2024. The increase was due to higher cash, cash equivalent and marketable securities balance, primarily due to the increased proceeds from the desktop divestiture, offset in part by lower interest rates during the three months ended September 30, 2025, compared to the three months ended September 30, 2024.

Current wording

Interest income increased by $0.1 million for the three months ended March 31, 2026 from $0.8 million for the three months ended March 31, 2025. The increase was due to the higher cash, cash equivalent and marketable securities balances, primarily due to the average balance during the three months ended March 31, 2026, compared to the three months ended March 31, 2025, offset in part by lower interest rates.

Previous wording

Income from the transition services agreement, net was $0.4 million for the three months ended September 30, 2025.

Current wording

Income from the transition services agreement, net was zero for the three months ended March 31, 2026 compared to $0.4 million for the three months ended March 31, 2025.

Previous wording

Other expense, net for the three months ended September 30, 2025 did not change materially from the three months ended September 30, 2024.

Current wording

Other expense, net for the three months ended March 31, 2026 did not change materially from the three months ended March 31, 2025 to the three months ended March 31, 2026.

Previous wording

Since our inception, we have incurred significant operating losses. To date, we have funded our operations primarily with proceeds from sales of redeemable preferred stock, borrowings under loan agreements and revenue from sales of our products and services and contract revenue, proceeds from our initial public offering in December 2020, and proceeds from an underwritten public offering in November 2021 and proceeds from the Desktop Portfolio divesture. As of September 30, 2025, we had cash, cash equivalents and marketable securities of $112.1 million, inclusive of the proceeds from the recent Desktop Portfolio divesture. We believe that our existing cash, cash equivalents and marketable securities will enable us to fund our operating expenses, capital expenditure requirements and debt service payments for at least the next twelve months.

Current wording

Since our inception, we have incurred significant operating losses. To date, we have funded our operations primarily with proceeds from sales of redeemable preferred stock, borrowings under loan agreements and revenue from sales of our products and services and contract revenue. As of March 31, 2026, we had cash, cash equivalents and marketable securities of $111.7 million. We believe that our existing cash, cash equivalents and marketable securities will enable us to fund our operating expenses, capital expenditure requirements and debt service payments for at least the next twelve months.

Previous wording

On August 4, 2023, the Company entered into a Default Waiver and First Amendment to Loan and Security Agreement (the “Amended 2022 Revolver”), by and between, the Company, as borrower, and Silicon Valley Bank, a division of First Citizens Bank, or SVB, as lender. On September 15, 2025, the Amended 2022 Revolver was extended to February 2, 2026. The Amended 2022 Revolver provides for a revolving line of credit of up to $10.0 million. The Company is permitted to make interest-only payments on the revolving line of credit through February 2, 2026, at which time all outstanding indebtedness shall be immediately due and payable. The outstanding principal amount of any advance shall accrue interest at a floating rate per annum equal to the greater of (i) four and one-half percent (4.50%) and (ii) the “prime rate” as published in The Wall Street Journal for the relevant period minus one-half percent (0.50%). The Company’s obligations under the Amended 2022 Revolver are secured by substantially all of the Company’s assets, excluding its intellectual property, which is subject to a negative pledge.

Current wording

On March 5, 2026, the Company entered into the Amended 2026 Revolver by and between the Company, as borrower, and SVB, as lender. The Amended 2026 Revolver provides for a revolving line of credit of up to $20.0 million. The Amended 2026 Revolver supersedes and replaces the Amended 2022 Revolver and its extension upon the execution of the Amended 2026 Revolver. The Company is permitted to make interest-only payments on the revolving line of credit through March 5, 2028, at which time all outstanding indebtedness shall be immediately due and payable. The outstanding principal amount of any advance shall accrue interest at a floating rate per annum equal to the greater of (i) six percent (6.00%) or (ii) the “prime rate” as published in The Wall Street Journal. The Company’s obligations under the Amended 2026 Revolver are secured by substantially all of the Company’s assets, excluding its intellectual property, which is subject to a negative pledge. The Company capitalized $0.1 million of the debt issuance cost upon entering into the Amended 2026 Revolver and no balance has been drawn from the revolving line of credit as of March 31, 2026.

Previous wording

During the nine months ended September 30, 2025, net cash used in operating activities was $25.0 million, primarily resulting from noncash uses of $25.8 million and net cash used in changes in our operating assets and liabilities of $14.5 million, partially offset by our net income of $15.3 million. Noncash uses consisted primarily of a $56.1 million increase from

Current wording

During the three months ended March 31, 2026, net cash provided by operating activities was $1.2 million, primarily resulting from noncash items of $10.2 million and inflows from our operating assets and liabilities of $3.0 million, partially

Previous wording

the gain on sale of our Desktop Portfolio, net of transaction costs, partially offset by a $20.0 million increase from the change in fair value of contingent consideration. Net cash used in changes in our operating assets and liabilities of $14.5 million consisted primarily of a $5.4 million decrease from changes in accounts payable and accrued expenses, a $5.5 million decrease from changes in inventory and a $2.1 million decrease from changes in deferred revenue, primarily related to assets and liabilities that were divested with our Desktop Portfolio.

Current wording

offset by our net loss of $11.9 million. Noncash items consisted primarily of a $6.4 million increase from the change in fair value of contingent consideration and a $2.4 million increase from stock-based compensation expense. Inflows from our operating assets and liabilities of $3.0 million consisted primarily of a $1.5 million increase from changes in accounts receivable, a $1.3 million increase from deferred revenue, and a $0.8 million increase from accounts payable and accrued expenses, partially offset by a $0.5 million decrease from changes in inventory.

Previous wording

During the nine months ended September 30, 2024, net cash used in operating activities was $28.0 million, primarily resulting from our net loss of $52.8 million and net cash used in changes in our operating assets and liabilities of $6.3 million, partially offset by noncash charges of $31.0 million. Net cash used in changes in our operating assets and liabilities for the nine months ended September 30, 2024, consisted primarily of a $6.9 million decrease from changes in accounts receivable and a $3.0 million decrease from changes in inventory, partially offset by a $1.7 million increase from changes in deferred revenue and a $1.5 million increase from changes in prepaid expenses and other current assets. Noncash charges consisted primarily of a $30.5 million increase from the goodwill impairment charge, partially offset by a $12.1 million decrease from the change in fair value of contingent consideration.es, partially offset by a $0.7 million increase from changes in prepaid expenses and other current assets.

Current wording

During the three months ended March 31, 2025, net cash used in operating activities was $15.0 million, primarily resulting from noncash charges of $50.5 million and net cash used in changes in our operating assets and liabilities of $8.1 million, partially offset by our net income of $43.6 million. Noncash charges consisted primarily of a $56.6 million increase from the gain on sale of our Desktop Portfolio, net of transaction costs, partially offset by a $2.5 million increase from the change in fair value of contingent consideration. Net cash used in changes in our operating assets and liabilities of $8.1 million consisted primarily of a $5.6 million decrease from changes in accounts payable and accrued expenses, a $3.3 million decrease from changes in other long-term assets and a $2.1 million decrease from changes in inventory, partially offset by a $4.6 million increase from changes in account receivable, net.

Previous wording

During the nine months ended September 30, 2024, net cash used in investing activities was $47.1 million, due to $44.8 million used for the acquisition of RedWave and a $40.9 million increase from purchases of marketable securities, partially offset by $39.0 million in proceeds from maturities of marketable securities.

Current wording

During the three months ended March 31, 2026, net cash used by investing activities was $2.0 million, due primarily to $18.3 million in purchases of marketable securities, partially offset by $16.4 million of proceeds from the maturity of marketable securities.

Previous wording

During the nine months ended September 30, 2025, net cash provided by investing activities was $43.9 million, due primarily to $69.9 million of proceeds from the sale of the Desktop Portfolio and $31.3 million of proceeds from the maturity of marketable securities, partially offset by $54.3 million in purchases of marketable securities. In addition, we used $2.0 million for the acquisition of KAF.

Current wording

During the three months ended March 31, 2025, net cash provided by investing activities was $50.3 million, due primarily to a $69.9 million of proceeds from the sale of the Desktop Portfolio and $4.9 million of proceeds from the maturity of marketable securities, partially offset by $24.3 million in purchases of marketable securities.

Previous wording

Cash used in financing activities during the nine months ended September 30, 2025 was $0.3 million, consisting primarily of payments for withholding taxes on vested equity awards, net of proceeds from issuances of common stock.

Current wording

Cash used in financing activities during the three months ended March 31, 2026 was $2.2 million, consisting primarily of payments for withholding taxes on vested equity awards and $0.1 million of payments for debt financing costs, net of proceeds from issuances of common stock.

Showing the first 40 of 41 pairs. Open the source sections for the rest.

Rearranged current paragraphs (7)

Current report — wording carried from elsewhere

Applicable amounts in prior years have been recast to conform to this discontinued operations presentation. The Company recognized a gain on the sale of the Desktop Portfolio upon closing.

Current report — wording carried from elsewhere

and assess how any current or future tariffs may affect our business.

Current report — wording carried from elsewhere

Our revenue is derived from sales of our devices, consumables, accessories and services. There will be fluctuations in the mix between devices and recurring from period-to-period. Over time, as our device installed base grows, we expect service

Current report — wording carried from elsewhere

Change in fair value of contingent consideration

Current report — wording carried from elsewhere

allowance against our net deferred assets, as we believe, based upon the weight of available evidence, that it is more likely than not that all of our net operating loss carryforwards and tax credits will not be realized.

Current report — wording carried from elsewhere

Change in fair value of contingent consideration

Current report — wording carried from elsewhere

Cash used in financing activities during the three months ended March 31, 2025 was $0.2 million, consisting primarily of payments for withholding taxes on vested equity awards.
Rearranged previous paragraphs (9)

Previous report — wording carried elsewhere

or at all. If we are unable to raise capital or enter into such agreements as, and when needed, we may have to significantly delay, scale back or discontinue the further development and commercialization efforts of one or more of our products, or may be forced to reduce or terminate our operations.

Previous report — wording carried elsewhere

expect the mix of direct sales as compared to sales through channel partners to remain relatively constant in the near term, we may consider increasing our direct sales capabilities in certain geographies based upon identified opportunities.

Previous report — wording carried elsewhere

Thefollowing table summarizes our results of operations for the nine months ended September 30, 2025 and 2024:

Previous report — wording carried elsewhere

Revenue, Cost of Revenue and Gross Profit

Previous report — wording carried elsewhere

Our product revenue is comprised of revenue from sales of devices and related accessories and consumables as follows:

Previous report — wording carried elsewhere

Ourservice revenue is comprised of revenue from sales of extended warranty and service plans and customer training as follows:

Previous report — wording carried elsewhere

spent on extended service contracts during the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024.

Previous report — wording carried elsewhere

Income from transition services agreement, net

Previous report — wording carried elsewhere

Other expense, net for the nine months ended September 30, 2025 did not change materially from the nine months ended September 30, 2024.