MAXCYTE, INC.

Previous wording

•our ability to expand our customer base and enter into additional SPL partnerships;

Current wording

•our ability to expand our customer base and enter into additional SPL arrangements;

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 medicines. The ExPERT™ family of products includes four instruments, which we call the ATx™, STx™, GTx™ and VLx™, as well as a portfolio of proprietary related disposables and consumables. Our disposables and consumables include processing assemblies (“PAs”) designed for use with our instruments, as well as accessories supporting PAs such as electroporation buffer solution and software protocols. We have garnered meaningful expertise in cell engineering via our internal research and development efforts as well as our customer-focused commercial approach, which includes a growing application scientist team. Our platform is also supported by a robust intellectual property portfolio with more than 200 granted U.S. and foreign patents and more than 100 pending patent applications worldwide.

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 medicines. The ExPERT family of products includes five instruments, which we call the DTx™, the ATx™, the STx™, the GTx™, and the VLx™, as well as a portfolio of proprietary related disposables and consumables. Our disposables include PAs designed for use with our instruments and our consumables include accessories supporting PAs such as electroporation buffer solution and software protocols. We have garnered meaningful expertise in cell engineering via our internal research and development efforts as well as our customer-focused commercial approach, which includes an application scientist team. The platform is also supported by a robust intellectual property portfolio with more than 200 granted U.S. and foreign patents and more than 100 pending patent applications worldwide.

Previous wording

From leading commercial cell therapy drug and biologic developers and top biopharmaceutical companies to top academic and government research institutions, including the U.S. National Institutes of Health, 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, which includes but is not limited to our 32 SPL partners, 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. Our Flow Electroporation technology is used by one of our SPL partners to engineer the first ex-vivo cell therapy approved by the FDA in December 2023.

Current wording

From leading commercial cell therapy drug and biologic developers and top biopharmaceutical companies to top academic and government research institutions, including the U.S. National Institutes of Health, 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, which includes but is not limited to our 29 SPL partners, ranges from large biopharmaceutical companies, including a majority of the top 25 pharmaceutical companies based on 2025 global revenue, to hundreds of biotechnology companies and academic centers focused on translational research. Our Flow Electroporation technology is used by one of our SPL partners to engineer the first ex-vivo cell therapy approved by the FDA in December 2023.

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, commercialization adoption, and market acceptance of our products. We generated revenue of $25.7 million and incurred a net loss of $35.0 million for the nine months ended September 30, 2025. As of September 30 2025, we had an accumulated deficit of $251.9 million. We expect to continue to incur net losses as we focus on growing commercial sales of our products in both the U.S. and international markets, including expanding our sales force, scaling our manufacturing operations, and continuing research and development efforts to develop new products and further enhance our existing products.

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, commercialization adoption, and market acceptance of our products. We generated revenue of $9.7 million and incurred a net loss of $4.8 million for the three months ended March 31, 2026. As of March 31, 2026, we had an accumulated deficit of $266.2 million. We expect to continue to incur net losses as we focus on growing commercial sales of our products in both the U.S. and international markets, including expanding our sales force, scaling our manufacturing operations, and continuing research and development efforts to develop new products and further enhance our existing products.

Previous wording

In order to evaluate how our sales are trending across key markets, as well as the contribution of program economics from our SPL agreements, we separately analyze our core revenue and our performance-based milestone revenues we recognize under our SPL agreements. Core revenue includes instrument sales, PAs and consumables, research and clinical licenses, and assay services, while non-core revenue relates to SPL program-related revenue. We recognize both core and non-core revenue in accordance with US GAAP.

Current wording

In order to evaluate how our sales are trending across key markets, as well as the contribution of program economics from our SPL agreements, we separately analyze our core revenue and our performance-based milestone revenues we recognize under our SPL agreements. Core revenue includes instrument sales, PAs and consumables, research and clinical licenses, and Assay Services, while non-core revenue relates to SPL milestone and royalty revenue. We recognize both core and non-core revenue in accordance with US GAAP.

Previous wording

Total revenue for the three months ended September 30, 2025 was $6.8 million, a decrease of $1.3 million, or 16%, compared to $8.2 million during the three months ended September 30, 2024. The decrease was primarily driven by a decrease in a core revenue in the amounts shown in the table above.

Current wording

Total revenue for the three months ended March 31, 2026 was $9.7 million, a decrease of $0.7 million, or 7%, compared to $10.4 million during the three months ended March 31, 2025. The decrease was primarily driven by a decrease in a core revenue, offset by an increase in SPL milestone and royalty revenue in the amounts shown in the table above.

Previous wording

Total core revenue for the three months ended September 30, 2025 was $6.4 million, a decrease of $1.7 million, or 21%, compared to the three months ended September 30, 2024. Our overall decrease in core revenue was primarily driven by decreases in instrument revenue, PA revenue and license revenue of $0.4 million, $0.9 million, and $0.7 million, respectively.

Current wording

Total core revenue for the three months ended March 31, 2026 was $6.2 million, a decrease of $2.0 million, or 25%, compared to the three months ended March 31, 2025. Our overall decrease in core revenue was primarily driven by decreases in PA revenue and license revenue of $1.6 million and $0.4 million, respectively.

Previous wording

The $0.4 million increase in program-related revenues for the three months ended September 30, 2025 compared to the three months ended September 30, 2024 resulted from customer variability in achievement of contractually specified clinical and regulatory milestones during the respective periods. 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 partnerships and associated milestones grows and matures.

Current wording

The $1.3 million increase in SPL milestone and royalty revenues for the three months ended March 31, 2026 compared to the three months ended March 31, 2025 resulted from customer variability in achievement of contractually specified clinical and regulatory milestones during the respective periods. We expect SPL milestone and royalty revenue to continue to experience variability for some time, although we anticipate that variability may moderate as the volume of SPL partnerships and associated milestones grows and matures.

Previous wording

Notwithstanding decreases in 2025, we expect total revenue to increase over time as our customers’ programs advance and our markets grow, resulting in additional instrument sales and license and PA sales and also as the percentage of our installed base that are under SPL license agreements increases. We expect revenue from PA and instrument sales and instrument licenses to cell therapy customers will continue to grow as those customers advance their preclinical pipeline programs into clinical development and move their existing drug development programs into later-stage clinical trials and, potentially, into commercialization. In addition, we believe we are well-positioned to attract new customers who may contribute to these revenues, based on the underlying growth in the cell therapy pipeline among companies in this market, the extent to which capital is available to support such companies, and in particular the switch by some cell therapy companies away from viral to non-viral approaches. We expect, however, that our revenue may fluctuate from period to period due to the timing of securing product sales and licenses, the inherently uncertain nature of the timing of our partners’ achievements of clinical progress, and our dependence on the program decisions of our partners.

Current wording

Notwithstanding the decrease of core revenue for the three months ended March 31, 2026 compared to the three months ended March 31, 2025, we expect total revenue to increase over time as our customers’ programs advance and our markets grow, resulting in additional instrument sales and license and PA sales and also as the percentage of our installed base that are under SPL license agreements increases. We expect revenue from PA and instrument sales and instrument licenses to cell therapy customers will continue to grow as those customers advance their preclinical pipeline programs into clinical development and move their existing drug development programs into later-stage clinical trials and, potentially, into commercialization. In addition, we believe we are well-positioned to attract new customers who may contribute to these revenues, based on the underlying growth in the cell therapy pipeline among companies in this market, the extent to which capital is available to support such companies, and in particular the switch by some cell therapy companies away from viral to non-viral approaches. We expect, however, that our revenue may fluctuate from period-to-period due to the timing of securing product sales and licenses, the inherently uncertain nature of the timing of our partners’ achievements of clinical progress, and our dependence on the program decisions of our partners.

Previous wording

Our gross profit in future periods will depend on a variety of factors, including sales mix among instruments, disposables and milestones, the specific mix among types of instruments or disposables, the proportion of revenues associated with instrument leases as opposed to sales, changes in the costs to produce our various products, the launch of new products or changes in existing products, our cost structure for manufacturing including changes in production volumes, and the pricing of our products which may be impacted by market conditions. We price our instruments at a premium given what we believe to be the broad benefits of our platform, and the limited availability of alternative clinically-validated non-viral delivery approaches. Instrument pricing also depends upon the customer’s specific market. However, the market for non-viral delivery is highly competitive, and introduction of a Good Manufacturing Practices (“GMP”) grade platform by a competitor that delivers similar performance across a similar diversity of cell types could negatively impact our business and lead to increased price pressure that negatively impacts our gross margins.

Current wording

pricing of our products which may be impacted by market conditions. We price our instruments at a premium given what we believe to be the broad benefits of our platform, and the limited availability of alternative clinically-validated non-viral delivery approaches. Instrument pricing also depends upon the customer’s specific market. However, the market for non-viral delivery is highly competitive, and introduction of a Good Manufacturing Practices (“GMP”) grade platform by a competitor that delivers similar performance across a similar diversity of cell types could negatively impact our business and lead to increased price pressure that negatively impacts our gross margins.

Previous wording

During the three months ended September 30, 2025, gross margin was 77% compared to 76% for the three months ended September 30, 2024. The increase in gross margin was primarily due to an increase in program-related revenue.

Current wording

During the three months ended March 31, 2026, gross margin was 84% compared to 86% for the three months ended March 31, 2025. The decrease in gross margin was primarily due to a decrease in license revenue and the product mix of PAs sold during the three months ended March 31, 2026 compared to the three months ended March 31, 2025.

Previous wording

Gross profit decreased by $1.0 million, or 16%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The decrease was primarily driven by the decrease in instrument and PA sales.

Current wording

Gross profit decreased by $0.8 million, or 9%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The decrease was primarily driven by the decreases in PA sales, offset by an increase in SPL milestone and royalty revenue.

Previous wording

We expect that our cost of goods sold will generally increase or decrease modestly as our instrument, PA and assay service revenue increases or decreases. We expect our gross margin to benefit from realization of program-related revenue from our SPL agreements, to the extent that such revenue grows to be a significant proportion of overall revenues, as there is no cost of goods sold associated with such revenue. However, realization and timing of these potential milestone revenues is uncertain.

Current wording

We expect that our cost of goods sold will generally increase or decrease modestly as our instrument, PA and assay service revenue increases or decreases. We expect our gross margin to benefit from realization of milestone and royalty revenue from our SPL agreements, to the extent that such revenue grows to be a significant proportion of overall revenues, as there is no cost of goods sold associated with such revenue. However, realization and timing of these potential milestone revenues is uncertain.

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 for our customers and partners. As a result, we expect that our research and development expenses will continue to fluctuate 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. 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

Sales and marketing expenses decreased by $2.3 million, or 37%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The decrease was primarily driven by a $1.0 million decrease in compensation expenses due to a reduction in headcount, and a $0.5 million decrease in stock-based compensation, a $0.3 million decrease in marketing expenses, and a $0.1 million decrease in travel expense.

Current wording

Sales and marketing expenses decreased by $2.3 million, or 40%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The decrease was primarily driven by a $1.2 million decrease in compensation expenses due to a reduction in headcount, a $0.5 million decrease in marketing expenses, a $0.3 million decrease in stock-based compensation, and a $0.3 million decrease in professional fees, travel, and overhead expenses.

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, information systems, and office administration functions as well as professional services fees, such as consulting, audit, tax and legal fees, general corporate costs, facilities and allocated overhead expenses, and public company fees associated with being a Nasdaq and AIM-listed public company such as director fees, U.K. Nominated Adviser and broker fees, investor relations consultants fees 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, information systems, and office administration functions as well as professional services fees, such as consulting, audit, tax and legal fees, general corporate costs, facilities and allocated overhead expenses, and public company fees associated with being a Nasdaq listed public company such as director fees, broker fees, investor relations consultants fees and insurance costs. These expenses are exclusive of depreciation and amortization.

Previous wording

General and administrative decreased $1.7 million, or 22%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024. The decrease was primarily driven by a $0.6 million decrease in stock-based compensation, a $0.6 million decrease in legal fees, a $0.2 million increase in compensation expense, and $0.2 million decrease in public company expenses, and a $0.1 million decrease in overhead expenses.

Current wording

General and administrative decreased by $2.6 million, or 30%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The decrease was primarily driven by a $1.1 million decrease in stock-based compensation, a $0.9 million decrease in legal fees, a $0.4 million decrease in compensation expense, and a $0.2 million decrease in professional fees.

Previous wording

Interest income represents interest on our cash balances and investments. Interest income decreased $0.8 million, or 31% for the three months ended September 2025 compared to the three months ended September 30, 2024. The decrease was driven by decreases in interest rates and average cash and investment balances during the three months ended September 30, 2025.

Current wording

Interest income represents interest on our cash balances and investments. Interest income decreased $0.6 million, or 29%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The decrease was driven by decreases in interest rates and average cash and investment balances during the three months ended March 31, 2026.

Previous wording

Since our inception, we have experienced losses and negative cash flows from operations. For the nine months ended September 30, 2025, we incurred a net loss of $35.0 million. As of September 30, 2025, we had an accumulated deficit of $251.9 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.

Current wording

Since our inception, we have experienced losses and negative cash flows from operations. For the three months ended March 31, 2026, we incurred a net loss of $4.8 million. As of March 31, 2026, we had an accumulated deficit of $266.2 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.

Previous wording

Net cash used in operating activities for the nine months ended September 30, 2024 was $19.8 million, and consisted primarily of our net loss of $30.5 million, which was offset in part by net non-cash expenses of $9.7 million. Net non-cash expenses include stock-based compensation of $9.9 million, depreciation and amortization expenses of $3.3 million, an increase to our excess and obsolete inventory reserve of $0.8 million, and an aggregate of $0.7 million in other non-cash charges offset by amortization of discounts on investments of $5.1 million. We also had net cash inflows of $1.0 million due to changes in our operating assets and liabilities. Net changes in our operating assets and liabilities consisted primarily of an increase in deferred revenue of $1.6 million, a decrease in accounts receivable of $1.3 million, and a decrease in inventory of $0.8 million, offset by a decrease in accounts payable and accrued expenses of $1.4 million due to timing considerations, an increase in other assets of $0.7 million, a decrease in operating lease liabilities of $0.4 million and an increase in prepaid expenses and other current assets of $0.2 million.

Current wording

Net cash used in operating activities for the three months ended March 31, 2026 was $8.2 million, and consisted primarily of our net loss of $4.8 million, which was offset in part by net non-cash expenses of $2.2 million. Net non-cash expenses include stock-based compensation of $1.1 million, depreciation and amortization expenses of $1.0 million, and an aggregate of $0.4 million in other non-cash charges offset by amortization of discounts on investments of $0.4 million. We also had net cash outflows of $5.6 million due to changes in our operating assets and liabilities. Net changes in our operating assets and liabilities consisted primarily of a decrease in accounts payable and accrued expenses of $3.6 million due to timing considerations, an increase in accounts receivable of $0.7 million, a decrease in operating lease liabilities of $0.5 million, an increase in inventory of $0.4 million, a decrease in deferred revenue of $0.3 million, and an increase in other assets of $0.1 million.

Previous wording

Net cash used in operating activities for the nine months ended September 30, 2025 was $31.7 million, and consisted primarily of our net loss of $35.0 million, which was offset in part by net non-cash expenses of $10.9 million. Net non-cash expenses include stock-based compensation of $8.5 million, depreciation and amortization expenses of $3.3 million, and an aggregate of $1.3 million in other non-cash charges offset by amortization of discounts on investments of $2.2 million. We also had net cash outflows of $7.6 million due to changes in our operating assets and liabilities. Net changes in our operating assets and liabilities consisted primarily of a decrease in accounts payable and accrued expenses of $3.3 million due to timing considerations, an increase in accounts receivable of $3.6 million, an increase in other assets of $0.9 million, a decrease in operating lease liabilities of $0.9 million, and a decrease in deferred revenue and other liabilities of $0.1 million, offset by a decrease in prepaid expenses and other current assets of $0.7 million and a decrease in inventory of $0.6 million.

Current wording

Net cash used in operating activities for the three months ended March 31, 2025 was $14.4 million and consisted primarily of our net loss of $10.3 million, which was offset in part by net non-cash expenses of $3.5 million. Net non-cash expenses include stock-based compensation of $3.0 million, depreciation and amortization expenses of $1.1 million, and an aggregate $0.3 million in other non-cash charges offset by amortization of discounts on investments of $0.9 million. We also had net cash outflows of $7.8 million due to changes in our operating assets and liabilities. Net changes in our operating assets and liabilities consisted primarily of a decrease in accounts payable and accrued expenses of $5.6. million due to timing considerations, a decrease in deferred revenue of $1.3 million, an increase in accounts receivable of $0.8 million, a decrease in operating lease liabilities of $0.3 million, and an increase in other assets of $0.3 million, offset by decreases in inventory and prepaid expenses and other current assets of $0.5 million and $0.1 million, respectively.

Previous wording

Net cash provided by investing activities during the nine months ended September 30, 2024 was $8.6 million, which was primarily due maturities of investments of $128.4 million, offset by purchases of investments of $118.3 million and purchases of property and equipment of $1.5 million.

Current wording

Net cash provided by investing activities during the three months ended March 31, 2026 was $2.7 million, which was primarily attributable to maturities of investments of $28.0 million, offset by purchases of investments of $25.1 million, $0.1 million for the acquisition of intangible assets, and purchases of property and equipment of $0.1 million.

Previous wording

Net cash provided by investing activities during the nine months ended September 30, 2025 was $16.3 million, which was primarily attributable to maturities of investments of $117.6 million, offset by purchases of investments of $98.0 million, $1.8 million for the acquisition of SeQure, net of cash acquired, and purchases of property and equipment of $1.5 million.

Current wording

Net cash provided by investing activities during the three months ended March 31, 2025 was $9.5 million, which was primarily attributable to maturities of investments of $46.6 million, offset by purchases of investments of $34.6 million, $1.8 million for the acquisition of SeQure, net of cash acquired, and purchases of property and equipment of $0.7 million.

Previous wording

Net cash provided by financing activities during the nine months ended September 30, 2025 and 2024 was $0.6 million and $1.6 million, respectively, from the exercise of stock options and employee purchases of common stock from our employee stock purchase plan.

Current wording

Net cash provided by financing activities during the three months ended March 31, 2026 and 2025 was $5,000 and $0.4 million, respectively, from the exercise of stock options.

Previous wording

Our contractual obligations and commitments as of September 30, 2025 consisted primarily of operating lease obligations. In May 2021, we entered into the Headquarters Lease for new office, lab and warehouse/manufacturing space. The Headquarters Lease term expires on August 31, 2035. The total incremental remaining non-cancellable lease payments under the Headquarters Lease are $24.4 million through the lease term. Upon acquisition of SeQure, we assumed the SeQure Lease, which term expires on December 31, 2027. The total incremental remaining non-cancellable lease payments under the SeQure lease are $0.9 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.

Current wording

Our contractual obligations and commitments as of March 31, 2026 consisted primarily of operating lease obligations. In May 2021, we entered into the Headquarters Lease for new office, lab and warehouse/manufacturing space. The Headquarters Lease term expires on August 31, 2035. The total incremental remaining non-cancellable lease payments under the Headquarters Lease are $23.4 million through the lease term. Upon acquisition of SeQure, we assumed the SeQure Lease, which term expires on December 31, 2027. The total incremental remaining non-cancellable lease payments under the SeQure lease are $0.7 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.

Previous wording

We have the obligation, if certain revenue targets are achieved, to pay an amount not to exceed $2.5 million to former holders of convertible promissory notes of SeQure for the years ending December 31, 2025 and December 31, 2026. Our estimate of the fair value of the liability for contingent consideration was $25,000 as of September 30, 2025.

Current wording

We have the obligation, if certain revenue targets are achieved, to pay an amount not to exceed $2.5 million to former holders of convertible promissory notes of SeQure for the year ended December 31, 2025 and year ending December 31, 2026. Our estimate of the fair value of the liability for contingent consideration was de minimis as of March 31, 2026.