908 Devices Inc.

1. Nature of the Business and Basis of Presentation

908 Devices Inc. (the “Company”) was incorporated in the State of Delaware on February 10, 2012. The Company is revolutionizing chemical analysis with its simple handheld devices, addressing life-altering applications. The Company’s devices are used at the point-of-need to interrogate unknown and invisible materials and provide quick, actionable answers in vital health, safety and defense tech applications, addressing the fentanyl and illicit drug crisis, toxic carcinogen exposure, and global security threats. The Company designs and manufactures innovative products that bring together the power of complementary analytical technologies, software automation, and machine learning.

The Company is subject to risks and uncertainties common to technology companies in the device industry and of similar size, including, but not limited to, development by competitors of new technological innovations, dependence on key personnel, protection of proprietary technology, compliance with government regulations, uncertainty of market acceptance of products, and the need to obtain additional financing to fund operations. Potential risks and uncertainties also include, without limitation, uncertainties regarding elevated inflation and interest rates, and changes in countries’ trade policies and tariffs. Products currently under development will require additional research and development efforts prior to commercialization and will require additional capital and adequate personnel and infrastructure. The Company’s research and development may not be successfully completed, adequate protection for the Company’s technology may not be obtained, and approved products may not prove commercially viable. The Company operates in an environment of rapid change in technology and competition.

Acquisitions

The Company acquired KAF Manufacturing Company, Inc. (“KAF”), located in Stamford, Connecticut in July 2025. KAF is a precision machining company focused on providing precision components, diamond-turned optics and components for laboratory and medical instrument original equipment manufacturers and for the aerospace industry. This acquisition provided the Company with strength and sustainability over its supply chain for critical Fourier Transform Infrared (“FTIR”) components.

On May 4, 2026, the Company completed its acquisition of NIRLab SA, a corporation organized under the laws of Switzerland, and its wholly owned subsidiary, NIRLab Forensics Sàrl, a limited liability company organized under the laws of Switzerland (together “NIRLAB”). NIRLAB develops near-infrared spectroscopy solutions for instant material identification. This acquisition expands the Company's analytical portfolio and strengthens its leadership in narcotics detection with NIRLAB’s solution for fast, high-volume screening for everyday law enforcement patrol. See Note 15,Acquisitions, for further information.

Divestment of Desktop Portfolio

The Company sold its wholly-owned subsidiary, 908 Devices GmbH and certain liabilities and specified assets of the Company which together constituted the entirety of the Company’s portfolio of desktop devices used in the field of bioprocessing Process Analytical Technology (the “Desktop Portfolio”) to Repligen Corporation and Repligen GmbH (“Repligen Corporation” or “Repligen”) on March 4, 2025 (the “Closing Date”). See Note 3,Discontinued Operation, for further information.

On the Closing Date, the Company entered into a Transition Services Agreement (the “TSA”) with Repligen, which provides for services to be performed by the Company in order to facilitate a transition of the business associated with the Desktop Portfolio. Under the TSA, the Company provided certain technology, financial, manufacturing and other operational transition services to Repligen for a period of time, and will maintain the personnel and facilities required to provide such services for the duration specified for each such service. Repligen has agreed to pay the Company for certain costs of the transition services performed by the Company under the TSA and these services are recorded within Other Income, net in the Company’s condensed consolidated statement of operations.

On the Closing Date, the parties entered into a Lease Assignment Assumption and Consent Agreement (the “Assignment and Assumption Agreement”). Under the Assignment and Assumption Agreement, the Company assigned to Repligen the Company’s rights in, to and under the real property lease for its North Carolina facility, and Repligen assumed the liabilities related thereto. In addition, as a result of the sale of 908 Devices GmbH, Repligen assumed the liabilities related to the real property lease in Braunschweig, Germany.

On the Closing Date, the Company entered into an UNC Intellectual Property Sublicense Agreement with Repligen (the “Sublicense Agreement”) under which the Company granted a sublicense to license certain Company rights to in-licensed technologies under the Company’s license agreement with the University of North Carolina (“UNC”). See Note 14,Commitments and Contingencies.

On the Closing Date, the company entered into a Supply Agreement with Repligen under which the Company will supply certain components to Repligen related to the Rebel product offering.

Unaudited Interim Financial Information

The accompanying condensed consolidated financial statements have been prepared based on continuity of operations, realization of assets and the satisfaction of liabilities and commitments in the ordinary course of business. The Company has incurred recurring losses since inception, including net losses from continuing operations of $23.8 million for the six months ended June 30, 2026 and $22.7 million for the six months ended June 30, 2025. As of June 30, 2026, the Company had an accumulated deficit of $247.2 million. The Company expects to continue to generate operating losses for the foreseeable future. The Company expects that its cash, cash equivalents, marketable securities and revenue from product and service will be sufficient to fund its operating expenses and capital expenditure requirements for at least 12 months from the issuance date of the condensed consolidated financial statements. The Company may seek additional funding through private or public equity financings, debt financings, collaborations, strategic alliances and marketing, distribution or licensing arrangements. The Company may not be able to obtain financing on acceptable terms, or at all, and the Company may not be able to enter into collaborations or other arrangements. The terms of any financing may adversely affect the holdings or the rights of the Company's stockholders. If the Company is unable to obtain funding, the Company could be forced to delay, reduce or eliminate some or all of its research and development programs, product expansion or commercialization efforts, or the Company may be unable to continue operations.

Basis of Presentation

The Company’s consolidated financial statements have been prepared in conformity with GAAP. Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”).

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, 908 Devices Securities Corporation, CAM2 Technologies, LLC (d/b/a RedWave Technology) (“RedWave”) and NIRLAB. All intercompany balances and transactions have been eliminated.

2. Summary of Significant Accounting Policies

Unaudited Condensed Interim Financial Information

The condensed consolidated balance sheet at December 31, 2025 was derived from audited consolidated financial statements but does not include all disclosures required by GAAP. The accompanying unaudited condensed consolidated financial statements as of June 30, 2026 and for the three and six months ended June 30, 2026 and 2025 have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial statements. Certain information and footnote disclosures normally included in the consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto for the year ended December 31, 2025 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 on file with the SEC. In the opinion of management, all adjustments, consisting only of

normal recurring adjustments necessary for a fair statement of the Company’s financial position as of June 30, 2026 and results of operations for the three and six months ended June 30, 2026 and 2025 and statements of stockholders’ equity for the three and six months ended June 30, 2026 and 2025 and cash flows for the six months ended June 30, 2026 and 2025 have been made. The Company’s results of operations for the three and six months ended June 30, 2026 are not necessarily indicative of the results of operations that may be expected for the year ending December 31, 2026 or any other period.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting periods. Significant estimates and assumptions reflected in these condensed consolidated financial statements include, but are not limited to, revenue recognition and accounts receivable, the valuation of inventory, fair value of assets acquired and liabilities assumed in acquisitions, fair value of contingent consideration, and the valuation of stock-based awards. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. Due to the impact of elevated inflation and interest rates, and changes in countries’ trade policies and tariffs and changes in interest rates, there has been uncertainty and disruption in the global economy and financial markets. The Company is not aware of any specific event or circumstance that would require further updates to its estimates or judgments or a revision of the carrying value of its assets or liabilities as of the date of issuance of these condensed consolidated financial statements. These estimates may change, as new events occur and additional information is obtained. On an ongoing basis, management evaluates its estimates as there are changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results may differ from those estimates or assumptions.

Risk of Concentrations of Credit, Significant Customers and Significant Suppliers

Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents, marketable securities, and accounts receivable. The Company’s cash and cash equivalents and restricted cash are maintained in bank deposit accounts and money market funds that regularly exceed federally insured limits. The Company is exposed to credit risk on its cash, cash equivalents and restricted cash in the event of default by the financial institutions to the extent account balances exceed the amount insured by the Federal Deposit Insurance Corporation (“FDIC”). The Company’s marketable securities are invested in U.S. treasury securities and agency bond and as a result, the Company believes represent minimal credit risk.

Significant customers are those that accounted for 10% or more of the Company’s total revenue or accounts receivable. Two customers represented 13% and 9% of total revenue, respectively, for the three months ended June 30, 2026 and one customer represented 11% of total revenue for the three months ended June 30, 2025.

For the six months ended June 30, 2026, two customers represented 12% and 11% of total revenue, respectively. For the comparable six months ended June 30, 2025, one customer represented 11% of total revenue.

As of June 30, 2026, one customer accounted for 32% of gross accounts receivable. As of December 31, 2025, one customer accounted for 34% of gross accounts receivable.

Certain of the components included in the Company’s products are obtained from a sole source, a single source or a limited group of suppliers. Although the Company seeks to reduce dependence on those limited sources of suppliers and manufacturers, the partial or complete loss of certain of these sources, or the requirement to establish a new supplier for the components, could have a material adverse effect on the Company’s operating results, financial condition and cash flows and damage its customer relationships.

Accounts** **Receivable

Accounts receivable are presented net of an allowance for credit losses, which is an estimate of amounts that may not be collectible. The Company performs ongoing credit evaluations of its customers and monitors economic conditions to identify facts and circumstances that may indicate its receivables are at risk of not being collected. The Company provides reserves against accounts receivable for estimated credit losses, if any, that may result from a customer’s inability to pay based on the composition of its accounts receivable, current economic conditions and historical credit loss activity, and relevant available forward-looking information. Amounts deemed uncollectible are charged or written off against the reserve. The following is a summary of the activity of the Company’s allowance for credit losses (in thousands):

Goodwill and Intangible Assets

Goodwill is not amortized, but is evaluated for impairment on an annual basis, or on an interim basis when events or changes in circumstances indicate that the carrying value may not be recoverable. In assessing the recoverability of goodwill, the Company must make assumptions regarding the estimated future cash flows, and other factors, to determine the fair value. If these estimates or their related assumptions change in the future, the Company may be required to record impairment charges in the reporting period in which the impairment is determined.

The Company tests goodwill for impairment at the reporting unit level, which is the operating segment, in the fourth quarter of every fiscal year. The Company has the option of performing a qualitative assessment to determine whether further impairment testing is necessary before performing the quantitative assessment. If as a result of the qualitative assessment, it is more-likely-than-not that the fair value of its reporting unit is less than its carrying amount, a quantitative impairment test will be required. The quantitative goodwill impairment test requires management to estimate and compare the fair value of the reporting unit with its carrying value. If the fair value of the reporting unit exceeds the carrying value of the net assets, goodwill is not impaired. If the fair value of the reporting unit is less than the carrying value, the difference is recorded as an impairment loss.

Intangible assets with a finite useful life are recorded at cost, net of accumulated amortization and are amortized on a straight-line basis over their estimated useful lives as follows:

Revenue Recognition

The Company recognizes revenue from sales to customers under Accounting Standards Codification 606, Revenue from Contracts with Customers, or ASC 606 by applying the following five steps: (1) identification of the contract, or contracts, with a customer, (2) identification of the performance obligations in the contract, (3) determination of the transaction price, (4) allocation of the transaction price to the performance obligations in the contract and (5) recognition of revenue when, or as, performance obligations are satisfied.

For a contract with multiple performance obligations, the Company allocates the contract’s transaction price to each performance obligation on a relative standalone selling price basis using our best estimate of the standalone selling price of each distinct product or service in the contract. The primary method used to estimate standalone selling price is the price observed in standalone sales to customers; however, when prices in standalone sales are not available, the Company may use third party pricing for similar products or services or estimate the standalone selling price, which is set by management.

Allocation of the transaction price is determined at the contract’s inception and is not updated to reflect changes between contract inception and when the performance obligations are satisfied.

The Company derives revenue primarily from the sale of devices, consumables, accessories, software and services. Revenue is recognized when control of the promised devices, consumables, accessories, software or services is transferred to our customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those devices, consumables, accessories, software or services (the transaction price). A performance obligation is a promise in a contract to transfer a distinct product or service to a customer and is the unit of accounting under ASC 606. For devices, consumables, accessories and software sold by us, control transfers to the customer at a point in time. To indicate the transfer of control, the Company must have a present right to payment, legal title must have passed to the customer, the customer must have the significant risks and rewards of ownership, and where acceptance is other than perfunctory, the customer must have accepted the product or service. The Company’s principal terms of sale are freight on board, or FOB, shipping point, or equivalent, and, as such, the Company primarily transfers control and record revenue for devices, consumables, accessories and software sales upon shipment. Sales arrangements with delivery terms that are not FOB shipping point are not recognized upon shipment and the transfer of control for revenue recognition is evaluated based on the associated shipping terms and customer obligations. If a performance obligation to the customer with respect to a sales transaction remains to be fulfilled following shipment (typically installation or acceptance by the customer), revenue recognition for that performance obligation is deferred until such commitments have been fulfilled. For extended warranty and support and software subscriptions, control transfers to the customer over the term of the arrangement. Revenue for extended warranty and support and software subscriptions is recognized based upon the period of time elapsed under the arrangement as this period represents the transfer of benefits or services under the agreement.

The Company also offers customers a subscription to our proprietary target library and companion software application, which together represent a single combined performance obligation, as the library has no substantive functionality separate from our hosted platform and the platform has no content to deliver absent the library. Because the customer simultaneously receives and consumes the benefit of continuous, updated access over the contract term, revenue for the subscription is recognized based upon the period of time elapsed under the arrangement, consistent with our recognition of extended warranty and support revenue.

From time to time, the Company generates revenue from short and long-term contracts associated with the design and development and delivery of detection devices or related design and support services.

Generally, revenue for long-term contracts is recognized based upon the cost-to-cost measure of progress, provided that the Company meets the criteria associated with transferring control of the good or service over time such as not creating an asset with an alternative use and having an enforceable right to payment for completed performance. However, the Company evaluates the proper revenue recognition on a contract by contract basis, as each contract generally contains terms specific to the underlying agreement which result in differing performance obligations and payment terms (cost plus, fixed price agreements among others). For revenue recognized under the cost-to-cost measure of progress basis, the Company continually assesses total costs expected to be incurred and if such costs require adjustment to the measure of progress, the Company records such adjustment as a change in estimate on a cumulative catch-up basis in the period of adjustment.

The Company includes the unconstrained amount of consideration in the transaction price. The amount included in the transaction price is constrained to the amount for which it is probable that a significant reversal of cumulative revenue recognized will not occur. At the end of each subsequent reporting period, as required by ASC 606, the Company re-evaluates the estimated consideration included in the transaction price and any related constraint, and if necessary, adjust its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis in the period of adjustment.

Revenue from Contracts with Customers

The Company’s customers primarily consist of federal and defense entities, state authorities and local municipalities, foreign national and provincial organizations and other institutions.

Distribution Channels

A majority of the Company’s revenue is generated by sales in conjunction with its channel partners, such as its international channel partners and, in the United States, for end customers where a government contract is required or a customer has a pre-existing relationship. When the Company transacts with a channel partner, its contractual arrangement is with the partner and not with the end-use customer. Whether the Company transacts business with and receives the order from a channel partner or directly from an end-use customer, its revenue recognition policy and resulting pattern of revenue recognition for the order are the same.

Disaggregated Revenue

The Company’s product and service revenue consists of sales of devices and recurring revenue which includes consumables, accessories, software, software subscriptions and the sale of service and extended warranty plans. The following table presents the Company’s revenue by revenue stream (in thousands):

The following table presents the Company’s revenue by source (in thousands):

Revenue based on the end-user entity type for the Company’s revenue are presented below (in thousands):

The following table disaggregates the Company’s revenue from contracts with customers by geography, which are determined based on the customer location (in thousands):

Customer Commitment

In June 2025, the Company entered into a Master Supply Agreement with a large analytical instrumentation customer (“OEM Customer”), who is an existing customer of the Company and a customer of KAF. For the initial three years of the total five year term, the OEM Customer committed to $6.6 million of orders with a minimum initial cancelation fee of $2.6 million. In addition, in July 2025, the OEM Customer paid an upfront cash payment of $0.75 million to secure the supply of precision optical components and assemblies and the fee will be recognized over the initial term of the Master Supply Agreement. As of June 30, 2026, $0.4 million and $0.2 million of the upfront payment are recorded in deferred revenue and deferred revenue, net of current portion, respectively.

Deferred Revenue

The following is a summary of the activity of the Company’s deferred revenue (in thousands):

The amount of deferred revenue equals the transaction price allocated to unfulfilled performance obligations for the period presented. Such deferred revenue amounts related to product and service revenue are expected to be recognized in the future as follows (in thousands):

Business Combination

Under the acquisition method of accounting, the Company generally recognizes the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values on the date of acquisition. The fair values assigned, defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between willing market participants, are based on estimates and assumptions determined by management. The excess consideration over the aggregate value of tangible and intangible assets, net of liabilities assumed, is recorded as goodwill. These valuations require significant estimates and assumptions, especially with respect to intangible assets.

The Company estimates the fair value of the contingent consideration earnouts using the Monte Carlo Simulation or probability weighted scenario depending on the nature of the contingent consideration and updates the fair value of the contingent consideration at each reporting period based on the estimated probability of achieving the earnout targets and applying a discount rate that captures the risk associated with the expected contingent payments. To the extent that these estimates change in the future regarding the likelihood of achieving these targets, the Company may need to record material adjustments to its accrued contingent consideration. Such changes in the fair value of contingent consideration are recorded as contingent consideration expense or income in the consolidated statements of operations.

The Company uses the income approach to determine the fair value of certain identifiable intangible assets including customer relationships, developed technology and trade names. This approach determines fair value by estimating after-tax cash flows attributable to these assets over their respective useful lives and then discounting these after-tax cash flows back to a present value. The Company bases its assumptions on estimates of future cash flows, expected growth rates, expected trends in

technology, probabilities of customer renewals, etc. The Company bases the discount rates used to arrive at a present value as of the date of acquisition on the time value of money and certain industry-specific risk factors. The Company believes the estimated purchased customer relationships, developed technology and trade name amounts determined represent the fair value at the date of acquisition and do not exceed the amount a third-party would pay for the assets.

Recently Issued Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-03,Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures(Subtopic 220-40): Disaggregation of Income Statement Expenses. The new standard requires additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statement. ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact of the ASU on its consolidated financial statements.

Recently Adopted Accounting Pronouncements

In July 2025, the FASB issued ASU 2025-05,Financial Instruments—Credit Losses (Topic 326) to introduce a practical expedient to calculating current expected credit loss by assuming that the current conditions as of the balance sheet date will not change for the remaining life of the asset. This expedient can only be applied to current accounts receivable and current contract assets. ASU 2025-05 is effective for annual reporting periods beginning after December 15, 2025, and interim periods within those annual periods, and this update is applied prospectively. The Company adopted ASU 2025-05 in the first quarter of 2026 and applied it prospectively, with no material impact on its consolidated financial statements.

3. Discontinued Operations and TSA

On March 3, 2025, upon board approval of the transaction, the Company classified its Desktop Portfolio as held for sale, and the Company then completed the sale of its Desktop Portfolio to Repligen on March 4, 2025. 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 as of March 3, 2025.

The related assets and liabilities of the Desktop Portfolio were 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.

As of June 30, 2026 and December 31, 2025, there wereno assets orliabilities of discontinued operations, as the Company completed the sale of its Desktop Portfolio to Repligen on March 4, 2025.

The following table presents the gain on the sale of the Desktop Portfolio as of June 30, 2025, pursuant to the Securities and Asset Purchase Agreement by and between the Company and Repligen, dated as of the Closing Date (the “Repligen Purchase Agreement”) (in thousands):

For the six months ended June 30, 2026 and 2025, the Company recognizedno gain and a $56.2 million gain, net of tax, respectively, within net income from discontinued operations on the Company’s condensed consolidated statements of operations.

The following table presents the financial results of the discontinued operations prior to the sale of the Desktop Portfolio (in thousands):

In accordance with ASC 205-20, only expenses specifically identifiable and related to a business to be disposed may be presented in discontinued operations. As such, the research and development and general and administrative expenses in discontinued operations only include corporate costs incurred directly to support the Desktop Portfolio.

The Company has also entered into a TSA with Repligen, through which the Company provided certain technology, financial, manufacturing and other operational transition services to Repligen for a period of time, and maintained the personnel and facilities required to provide such services for the duration specified for each such service. Income from TSA, net of directly identifiable costs, is included as income from transition services agreement, net under other income, net. The services and obligations under the TSA were completed as of June 30, 2026.

As of June 30, 2026, Repligen owes the Company $0.3 million related to the payments and collection services provided under the TSA as of June 30, 2026.

The cash flows related to discontinued operations have not been segregated and are included in the condensed consolidated statements of cash flows. The Company received release of escrow of $3.5 million during the three months ended June 30, 2026. Excluding the gain of $56.2 million recognized on the sale of the Desktop Portfolio presented in the condensed consolidated statements of cash flows for the six months ended June 30, 2025, there were no other material operating or investing non-cash items related to the Desktop Portfolio for either period presented.

4. Fair Value Measurements

The following tables present the Company’s fair value hierarchy for its assets and liabilities that are measured at fair value on a recurring basis (in thousands):

Money Market Funds

Money market funds were valued by the Company based on quoted market prices, which represent a Level 1 measurement within the fair value hierarchy. There wereno transfers between Level 1, Level 2 or Level 3 during the six months ended June 30, 2026 or 2025.

Marketable Securities

U.S. Treasury securities and agency bond were valued by the Company using quoted prices in active markets for similar securities, which represent a Level 2 measurement within the fair value hierarchy.

Contingent Consideration

The Company recognizes acquisition-related contingent consideration which represents the estimated fair value of future payments or issuance of the Company’s common stock to the former owners of an acquired entity as part of certain transactions. Acquisition-related contingent consideration is measured and reported at fair value using the present value technique, the Monte Carlo simulation method or probability weighted scenario based on the unobservable inputs, which are significant to the fair value and classified with Level 3 of the fair value hierarchy.

For the acquisition of NIRLAB in May 2026, the amount of contingent consideration to be issued is based on the satisfaction of certain performance milestones and the execution of specified contracts. Under the revenue milestone, the amount of revenue the Company generates from the sale of certain NIRLAB products and services during the one-year period from January 1, 2027 through December 31, 2027 determines the amount of contingent consideration to be issued. Under the contractual milestone, the execution of specified contracts andrecurring revenue from such contracts for the fiscal year 2026

and 2027 determines the amount of contingent consideration to be issued. As of the acquisition date of NIRLAB, the fair value of the contingent consideration was estimated using a Monte Carlo simulation, utilizing the closing price of the Company’s common stock on the Nasdaq Global Market of$6.55 per share, revenue projections, probabilities of executing specified contracts, an equity volatility rate of the Company of 95%, a revenue volatility rate of 21.8% and a discount rate of 33.0%.

As of June 30, 2026, the fair value of the contingent consideration related to the acquisition of NIRLAB was estimated utilizing the closing price of the Company’s common stock on the Nasdaq Global Market of$8.70 per share, revenue projections, updates on probabilities of executing specified contracts, an equity volatility rate of the Company of 100%, a revenue volatility rate of 23.3% and a discount rate of 32.3%. The fair value of contingent consideration increased by$0.9 million during the three months ended June 30, 2026, primarily due to the change in the Company’s stock price and the projections over the certain contractual milestones.

For the acquisition of RedWave in April 2024, the amount of contingent consideration to be issued was based on the amount of revenue the Company generated from the sale of certain RedWave products and services during thetwo-year period from May 1, 2024 through April 30, 2026 and included certain qualified bookings credit.

As of April 30, 2026, per the terms of the Equity Purchase Agreement (the “RedWave Purchase Agreement”), dated as of April 29, 2024, by and among the Company, RedWave, CAM3 HoldCo, LLC, the beneficial sellers named therein (the “Beneficial Sellers”) and the indirect beneficial seller named therein the Company was required to notify the Seller Entity (as defined in the RedWave Purchase Agreement) within ninety (90) days of its specific calculation of Earnout Revenue (as defined in the RedWave Purchase Agreement) and of the amount of the Earnout Consideration (as defined in the RedWave Purchase Agreement), if any. As of June 30, 2026, the fair value of the contingent consideration related to the acquisition of RedWave was estimated utilizing the closing price of the Company’s common stock on the Nasdaq Global Market of$8.70 per share and 3,213,583 shares of common stock determined to be issuable per the terms of the RedWave Purchase Agreement. On July 8, 2026, the Company issued 3,213,583 shares of common stock in satisfaction of its obligations per the RedWave Purchase Agreement.

The following table provides a roll-forward of the fair value of the Company’s contingent consideration, for which fair value is determined using Level 3 inputs (in thousands):

The change in the fair value of contingent consideration liability is included in loss from continuing operations.

5. Marketable Securities

Marketable securities by security type consisted of the following (in thousands):

The Company purchased a total of approximately $23.4 million of U.S. treasury securities and agency bond for the six months ended June 30, 2026. The U.S. treasury securities that matured during the six months ended June 30, 2026 were approximately $27.0 million and none were sold before maturity. Interest earned on sales of marketable securities is $0.4 million and $0.5 million for the three months ended June 30, 2026 and 2025, respectively. Interest earned on sales of marketable securities is $0.8 million and $0.8 million for the six months ended June 30, 2026 and 2025, respectively.

6. Inventory

Inventory consisted of the following (in thousands):

During the six months ended June 30, 2026 and 2025, the Company made noncash transfers of demonstration equipment from inventory to property and equipment of $0.8 million and $0.2 million, respectively.

7**. Goodwill and Intangible Assets, net**

Goodwill

As of June 30, 2026, the carrying amount of goodwill was$11.1 million. The following is a roll forward of the Company’s goodwill balance (in thousands):

The Company evaluates goodwill at least annually on November 1, as well as whenever events or changes in circumstances suggest that the carrying amount may not be recoverable.

Intangible Assets, net

Intangible assets, net consists of the following (in thousands):

Amortization expense for intangible assets was recorded in the following expense categories of its condensed consolidated statements of operations (in thousands):

Estimated future amortization expense for the intangible assets as of June 30, 2026 are as following (in thousands):

8. Accrued Expenses

Accrued expenses consisted of the following (in thousands):

Changes in the Company’s product warranty obligations were as follows (in thousands):

9. Restructuring

In June 2025, the Company abandoned its Boston facility in connection with transitioning manufacturing operations from Boston, Massachusetts to Danbury, Connecticut and moved its corporate headquarters to Burlington, Massachusetts. The Company had no intention to sublease or utilize the space for the remaining lease term, resulting in the right-of-use assets to be abandoned. The Company recorded a $1.0 million restructuring charge for the lease abandonment, including its remaining right-of-use asset, utilities and other costs. The Company made full payment of such charges in June 2025, including the rents. The organizational and facility restructurings were substantially completed in June 2025.

10. Long-Term Debt

Loan Revolver

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 is drawn from the revolving line of credit as of June 30, 2026.

11. Equity and Net Income (Loss) per Share

Equity

As of June 30, 2026, the Company’s certificate of incorporation authorized the Company to issue up to 5,000,000 shares of preferred stock, all of which is undesignated.

Each share of common stock entitles the holder toone vote on all matters submitted to a vote of the Company’s stockholders. Common stockholders are not entitled to receive dividends, unless declared by the board of directors.

As of June 30, 2026, and December 31, 2025, the Company had outstanding warrants for the purchase of 92,703 shares of common stock at an exercise price of $9.17 per share, of which warrants for the purchase of 49,078 shares and 43,625 shares expire in 2027 and 2028, respectively. The warrants are recorded within stockholders’ equity.

Net (Loss) Income per Share

Basic and diluted net (loss) income per share attributable to common stockholders was calculated as follows (in thousands, except share and per share data):

The Company utilizes the control number concept in the computation of diluted earnings per share to determine whether potential common stock equivalents are dilutive. The control number used is net loss from continuing operations. The control number concept requires that the same number of potentially dilutive securities applied in computing diluted earnings per share from continuing operations be applied to all other categories of income or loss, regardless of their anti-dilutive effect on such categories. Since the Company had a net loss from continuing operations for all periods presented, no dilutive effect has been recognized in the calculation of income from discontinued operations per share. Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss from continuing operations and net (loss) income from discontinued operations per share attributable to common stockholders are the same.

Diluted net income (loss) per share attributable to common stockholders is computed by dividing net (loss) income by the weighted average number of shares of common stock outstanding for the period, including potential dilutive common shares assuming the dilutive effect of outstanding warrants, stock options, restricted stock units and shares to be purchased under the Company’s employee stock purchase plan.

For periods in which the Company reports a net loss from continuing operations, regardless of net (loss) income from discontinued operation, diluted net (loss) income per share attributable to common stockholders is the same as basic net (loss) income per share attributable to common stockholders since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. As the Company has reported a net loss from continuing operations during the three and six months ended June 30, 2026 and 2025, basic net (loss) income per share is the same as diluted net loss per share.

The Company excluded the following potential shares of common stock, presented based on amounts outstanding at each period end, from the computation of diluted net (loss) income per share attributable to common stockholders for the three and six months ended June 30, 2026 and 2025 as the impact of including such common stock equivalents would have been anti-dilutive:

12. Stock-Based Compensation

The Company recorded stock-based compensation expense for all stock awards in the following expense categories of its condensed consolidated statements of operations (in thousands):

RSUs and PSUs

As of June 30, 2026, there was $11.8 million of unrecognized compensation cost related to unvested restricted stock units (“RSUs”) that is expected to be recognized over a weighted average period of 2.0 years. As of June 30, 2026, there was $0.3 million of unrecognized compensation cost related to unvested performance-based restricted stock units (the “Performance Condition Based PSUs”) that is expected to be recognized over a weighted average period of 1.5 years.

The maximum payout percentage for all performance-based restricted stock units, including Performance Condition Based PSUs, granted by the Company is 100%.

Stock Options

As of June 30, 2026, there was $4.2 million of unrecognized compensation cost related to unvested options that is expected to be recognized over a weighted average period of 2.4 years.

2026 Inducement Plan

In February 2026, the Company adopted the 2026 Inducement Plan (the “Inducement Plan”). The Inducement Plan was adopted by board of directors without stockholder approval pursuant to Nasdaq Marketplace Rule 5635(c)(4). In accordance with Rule 5635(c)(4), awards made under the Inducement Plan, including stock options and RSUs, may only be granted to newly hired employees as a material inducement to accept employment with the Company. Awards granted under the Inducement Plan expire no later thanten years from the date of grant. An aggregate of 1,000,000 shares of common stock were reserved for issuance under the Inducement Plan. During the six months ended June 30, 2026, stock options to purchase an aggregate of 179,912 shares of common stock and RSUs covering an aggregate of 11,938 shares of common stock were granted to certain employees under the Inducement Plan.

13. Leases

The Company’s primary operating lease obligations consist of leases for office space and manufacturing facilities in Massachusetts and Connecticut.

The Company has leases for office space and certain equipment. Some of the leases include options to extend the lease for up toten years and these options were not included for the purpose of determining the right-of-use assets and associated lease liabilities as the Company determined that the renewal of these leases is not reasonably certain. The leases do not include any restrictions or covenants that had to be accounted for under the lease guidance. All of the leases recorded on the consolidated balance sheets as ROU assets are operating leases.

In July 2025, the Company acquired KAF and entered into an agreement to lease the approximately 11,500 rentable square feet facility in Stamford, Connecticut. The lease commenced in December 2025 for a term of 25 months with total lease costs of approximately $0.4 million. In July 2026, the Company entered into an amendment to extend its lease term until March 2033 with additional lease costs of approximately $1.2 million.

In June 2025, the Company entered into a new operating lease agreement in Burlington, Massachusetts. The new lease is for approximately 13,000 rentable square feet and commenced in June 2025 for a term of 50 months with total lease costs of approximately $1.9 million. The Company abandoned its facility in Boston, Massachusetts to relocate the Company’s headquarters and research and development activities to the new Burlington location. See Note 9,Restructuring.

In February 2025, the Company entered into a new operating lease agreement in Massachusetts to relocate the machine shop from the Company’s headquarters to a lower cost location. The new lease is for approximately 3,500 rentable square feet and commenced in March 2025 for a term of 60 months with total lease costs of approximately $0.2 million.

For additional information, read Note 16,*Leases,*to the consolidated financial statements in the Company’s Form 10-K for the year ended December 31, 2025.

The components of lease expense under ASC 842,* Leases*, were as follows (in thousands):

Supplemental disclosure of cash flow information related to leases was as follows (in thousands):

The weighted-average remaining lease term and discount rate were as follows:

The interest rate implicit in lease contracts is typically not readily determinable and as such, the Company uses its incremental borrowing rate based on information available at the lease commencement date, which represents an internally developed rate that would be incurred to borrow, on a collateralized basis, over a similar term, an amount equal to the lease payments in a similar economic environment.

Future annual minimum lease payments under operating leases as of June 30, 2026 are as follows (in thousands):

14. Commitments and Contingencies

Royalty Arrangements

The Company has entered into royalty arrangements whereby the Company owes low- to mid-single digit royalty percentages related to revenue that is derived pursuant to in-licensed technologies. These royalties are calculated as a percent of revenue or on a per component basis, depending on the arrangement. Royalty obligations are expensed when incurred or over the minimum royalty periods and have not been material.

As a part of Repligen Purchase Agreement, the Company entered into a sublicense agreement with Repligen under which the Company granted a sublicense to certain Company rights to in-licensed technologies under the Company’s license agreement with UNC. Under the sublicense agreement, Repligen owes the Company low- to mid-single digit royalty percentages related to revenue that is derived pursuant to such licensed technologies, which are calculated as a percent of revenue and deemed not material. See Note 1,Nature of the Business and Basis of Presentation.

401(k) Savings Plan

The Company has a defined-contribution savings plan under Section 401(k) of the Internal Revenue Code of 1986. This plan covers substantially all employees who meet minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pre-tax basis. Company contributions to the plan may be made at the discretion of the board of directors. During the three and six months ended June 30, 2026, the Company made $0.1 million and $0.3 million, respectively in contributions to the plan. During the three and six months ended June 30, 2025, the Company made $0.1 million and $0.3 million, respectively, in contributions to the plan.

Contingent Consideration – Earnouts

Earnouts from acquisition of RedWave Technology

The Company was obligated to issue up to an additional 4,000,000 unregistered shares of the Company’s common stock as contingent consideration to the Beneficial Sellers and certain other persons in connection with the acquisition of RedWave, based on the amount of revenue the Company generated from the sale of certain RedWave products and services during thetwo-year period from May 1, 2024 through April 30, 2026, including certain qualified bookings credit, as set forth in more detail in the RedWave Purchase Agreement.

On July 8, 2026,3,213,583 shares were issued in satisfaction of the Company’s obligations with respect to such contingent consideration pursuant to the RedWave Purchase Agreement. See Note 4,Fair Value Measurements.

Earnouts from acquisition of NIRLAB

Pursuant to the terms of the Share Purchase Agreement, dated as of May 4, 2026 (the “NIRLAB Purchase Agreement”), by and among the Company and Florentin Coppey, Pierre Esseiva, Matteo Delbrück, Parkview Invest AG, Matthieu Girod and

NIRLab SA (the “Sellers”), the Company may be obligated to issue up to $8.0 million of its common stock (the “Earn-out Consideration”). The issuance of the Earn-out Consideration is contingent upon the satisfaction of certain performance milestones during the one-year period ending December 31, 2027, and the execution of specified long-term contracts during fiscal 2026 and 2027. See Note 4,Fair Value Measurements.

Indemnification Agreements

In the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, lessors, business partners and other parties with respect to certain matters including, but not limited to, losses arising out of breach of such agreements or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with its executive officers and members of its board of directors that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or services as directors or officers. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited. To date, the Company has not incurred any material costs as a result of such indemnifications. The Company is not currently aware of any indemnification claims and had not accrued any liabilities related to such obligations in its condensed consolidated financial statements as of June 30, 2026.

Legal Proceedings

The Company is not currently party to any material legal proceedings. At each reporting date, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. The Company expenses as incurred the costs related to such legal proceedings.

15. Acquisitions

Acquisition of NIRLAB

On May 4, 2026, the Company completed its acquisition of NIRLAB. Pursuant to the NIRLAB Purchase Agreement, the Sellers agreed to sell and transfer to the Company, on the closing date, all of the issued and outstanding NIRLAB shares in exchange for a preliminary consideration payable by the Company on the closing date with a price of $13.0 million in cash (the “Cash Consideration”) and 293,367 shares of common stock of the Company, par value $0.001 per share (the “Stock Consideration”), which was valued at $2.0 million per the NIRLAB Purchase Agreement at the signing date.

The Cash and Stock Considerations are subject to customary adjustments. The Company withheld $1.3 million of the Cash Consideration and 10% of the Stock Consideration (together, the “General Holdback Amount”) to secure the Sellers’ post-closing obligations under the NIRLAB Purchase Agreement. Subject to any outstanding claims, the General Holdback Amount shall be released to the Sellers twelve months after the closing date. The General Holdback Amount is classified within other current liabilities in the Company’s balance sheet.

The Company may also be obligated to issue up to $8.0 million of its common stock as Earn-out Consideration (see Note 14,Commitments and Contingencies).

The Company has accounted for the acquisition of NIRLAB as a business combination under U.S. GAAP. Under the acquisition method of accounting, the assets and liabilities of NIRLAB have been recorded as of the acquisition date, at their respective fair values, and consolidated with those of the Company.

The Company has preliminarily allocated the purchase price to the net tangible and intangible assets and liabilities assumed based on their fair values as of May 4, 2026. The valuation of assets acquired and liabilities assumed has not yet been finalized as of June 30, 2026. Finalization of the valuation during the measurement period could result in a change in the amounts recorded for the acquired intangible assets, goodwill and among other items. The completion of the valuation will occur no later than one year from the acquisition date.

Fair Value of Net Assets Acquired

The following table presents the preliminary allocation of the consideration paid on the acquisition date for the NIRLAB transaction (amounts in thousands):

The excess of the purchase price over the fair value of the acquired business's net assets represents cost and revenue synergies specific to the Company and NIRLAB, and has been allocated to goodwill, which is not tax deductible. As the Company operates in a single reportable segment, which consists of only one reporting unit, the entire balance of the acquired goodwill has been allocated to this single reporting unit for the purpose of subsequent impairment testing.

The fair value of NIRLAB’s technology-based intangible assets were determined using the multi-period excess earnings method which measures economic benefit indirectly by calculating the income attributable to an asset after appropriate returns are paid to complementary assets used in conjunction with the subject asset to produce the earnings associated with the subject assets, commonly referred to as contributory asset charges. Under this method, the value of an asset is a function of several components, including the forecasted revenue, earnings generated by the asset, expected economic life of the asset, contributory asset charges and a discount rate.

The fair value of the customer relationships was calculated using a distributor method, a form of the income approach, which incorporates a variation of the multi-period excess earnings method that uses market-based inputs to value an asset. Under this method, the value of the asset is a function of several components, including revenue associated with the existing customers, distributor profit margin, charges for use of other assts and discount rate. The fair value of the developed technology was also calculated using the multi-period excess earnings method that uses market-based inputs to value an asset.

The fair value of the trade name was calculated using a relief from royalty method, a form of the income approach, which incorporate fair value of a royalty to a third party for the use of that asset. The projected revenue attributable to the products or services using the asset, economic life of the asset and the royalty rate, as a percentage of revenue that would hypothetically be charged by a licensor of the asset to an unrelated licensee and a discount rate are common components of the method.

Intangible assets acquired have finite life and are amortized per our accounting policy. See Note 2,Summary of Significant Accounting Policies, for the amortization periods.

The results of NIRLAB’s operations have been included in the Company’s condensed consolidated financial statements since the date of the acquisition. NIRLAB contributed $0.6 million in revenue during the three months ended June 30, 2026. The Company has not disclosed NIRLAB’s net income or loss since the acquisition date because the NIRLAB business is fully integrated into the condensed consolidated Company’s operations and therefore it was impracticable to determine these amounts.

The unaudited pro forma results do not reflect any operating efficiencies or potential cost savings which may result from the consolidation of the operations of the Company and NIRLAB. Accordingly, these unaudited pro forma results are presented for informational purposes only and are not necessarily indicative of the results of operations that would have been achieved had the acquisition occurred on January 1, 2025, nor are they intended to represent or be indicative of future results of operations (in thousands):

Supplemental pro forma pre-tax loss for the three and six months ended June 30, 2025 were adjusted to exclude $0.4 million and $1.1 million of acquisition-related costs, respectively, and include additional $0.3 million and $0.5 million of intangible amortization costs, respectively.

Acquisition of KAF Manufacturing Company, Inc.

On July 1, 2025, the Company entered into an asset purchase agreement with KAF. The purchase price included an initial payment of $2.0 million in cash, and a contingent obligation to pay an additional $0.75 million in cash in six months following the closing of the transaction if certain operating requirements have been satisfied in accordance with the terms of the asset purchase agreement. The transaction closed on July 1, 2025, at which time certain KAF assets were acquired and 15 employees were hired by the Company.

KAF is a precision machining company focused on providing precision components, diamond-turned optics and components for laboratory and medical instrument original equipment manufacturers and for the aerospace industry. The Company believes this acquisition will enable it to strengthen and secure its supply chain for critical FTIR components.

The purchase price allocation related to the acquisition of KAF is complete.

The Company has accounted for the acquisition of KAF as a business combination under U.S. GAAP. Under the acquisition method of accounting, the assets of KAF have been recorded as of the acquisition date, at their respective fair values, and consolidated with those of the Company. The Company has allocated the purchase price to the net tangible and intangible assets based on their estimated fair values as of July 1, 2025.

In June 2025, the Company entered into a Master Supply Agreement with an OEM Customer, who is an existing customer of the Company and a customer of KAF. On July 1, 2025, the Company also entered into a lease agreement, which includes extension options under the Company’s control through March 2028, with the KAF owners for the 11,500 rentable square feet building in Stamford, Connecticut. In accordance with ASC 805-10-25-20 through 25-22, these contractual arrangements were accounted separately from the business combination. See Note 13,Leases for further information.

The results of KAF’s operations have been included in the Company’s consolidated financial statements since the date of the acquisition. Pro forma financial information reflecting the acquisition has not been presented because the impact, individually and collectively, on revenues and net income (loss) is not material.

Fair Value of Net Assets Acquired

Subsequent to the acquisition date, no measurement period adjustments were recognized. The following table presents the primary allocation of the consideration paid on the acquisition date for the KAF transaction (amounts in thousands):

The fair value of standard tools and machinery was determined using the cost approach which includes assumptions related to replacement cost, physical deterioration, economic obsolescence, and scrap value, or the market approach which includes adjustments for physical condition of comparable standard tools or machinery sold. The fair value of the customer relationships was calculated using a distributor method, a form of the income approach, which incorporates a variation of the multi-period excess earnings method that uses market-based inputs to value an asset. Under this method, the value of the asset is a function of several components, including revenue associated with the existing customers, distributor profit margin, charges for use of other assts and discount rate. Intangible assets acquired have finite life and are amortized per our accounting policy. See Note 2,Summary of Significant Accounting Policies, for the amortization periods.

16. Segment Reporting

The Company has determined that it operates and is managed asone operating segment on a consolidated basis and its Chief Executive Officer is its chief operating decision maker (“CODM”). The Company’s CODM is regularly provided with research and development expenses, sales and marketing expenses, general and administrative expenses and total assets. The Company’s segment performance measure is net income (loss), which is used by our CODM when assessing performance and allocating capital and resources to our business.

The CODM uses total revenues and operating results, predominantly in the strategic plan, annual operating plan and quarterly forecast review processes. During these processes, the CODM considers budget-to-actual variances to evaluate both internal (e.g., changes in selling prices, strategic growth investments, productivity, business mix, newly acquired/divested businesses, etc.) and external (e.g., inflation, foreign currency, etc.) events and conditions.

The following table includes additional information about reported segment revenue, significant segment expenses and segment measure of profitability (in thousands):

(1)Includes interest income, interest expense, other expense, net and income from TSA, net.

(2)See Note 3,Discontinued Operations and TSA, for further details.