MAXCYTE, INC.

1. Organization and Description of Business

MaxCyte, Inc. (the “Company” or “MaxCyte”) is a global life sciences company focused on providing comprehensive cell engineering solutions to advance the discovery, development, and commercialization of next-generation cell therapies. The Company’s enabling platform technologies, including its proprietary Flow Electroporation® technology, support academic institutions, research centers, and biotechnology and pharmaceutical company customers who are engaged in cell therapy, including gene-editing and immuno-oncology, as well as in drug discovery and development and biomanufacturing.

As a scalable cell engineering solutions provider, the Company licenses and sells its instruments and technology, sells its related processing assemblies (“PAs”) and consumables, and provides on target and off-target gene-editing characterization assessment services (“Assay Services”). The Company also enters into strategic platform license agreements (“SPLs”) with customers in clinical and commercial manufacturing which may include development milestones and potential royalties.

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”) for interim financial information and pursuant to the instructions to Form 10-Q and Article 8 of Regulation S-X of the U.S. Securities and Exchange Commission (the “SEC”). In the Company’s opinion, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of both normal recurring adjustments, and adjustments for material unusual or infrequently occurring transactions or events, which are necessary to present fairly the Company’s financial position, results of operations, and cash flows as of and for the periods presented. The condensed consolidated balance sheet at December 31, 2025 has been derived from audited consolidated financial statements as of that date. The unaudited condensed consolidated financial statements are not necessarily indicative of the results that may occur for the full fiscal year or any other future year or period. Certain information and notes disclosure normally included in the consolidated financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to instructions, rules, and regulations prescribed by the SEC. The Company believes that the disclosures provided herein are adequate to make the information presented not misleading when these unaudited interim condensed consolidated financial statements are read in conjunction with the audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K filed with the SEC on March 25, 2026 (the “2025 Form 10-K”).

Significant Accounting Policies

The Company’s significant accounting policies are disclosed in the notes to its audited consolidated financial statements for the year ended December 31, 2025 included in the 2025 Form 10-K and have not materially changed during the three and nine months ended September 30, 2026.

Basis of Consolidation

The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, CCTI Inc. SeQure Dx Inc. (“SeQure”), previously a wholly-owned subsidiary of the Company, was merged with and into the Company. All significant intercompany balances and transactions have been eliminated in consolidation.

Concentration of Risk

The Company maintains its cash and cash equivalents with financial institutions that management believes to be of high credit quality. At times, the Company’s cash balances may exceed federally insured limits and cash may also be deposited in foreign bank accounts that are not covered by federal deposit insurance. The Company does not believe that this results in any significant credit risk beyond the normal credit risk associated with commercial banking relationships.

Significant customers are those that accounted for 10% or more of the Company’s total revenue for the period or accounts receivable as of the end of a reporting period.

Significant customers that represented 10% or more of revenue are set forth in the following table:

*Customer accounted for less than 10% of revenue for the respective period.

As of September 30, 2026 and December 31, 2025, Customer A accounted for 54% and 18% of the Company’s accounts receivable.

Certain components included in the Company’s products are obtained from a single source or a limited group of suppliers. During the three months ended September 30, 2026 and 2025,11% and 8%, respectively, of the Company’s additions to inventory were fromone supplier. During the nine months ended September 30, 2026 and 2025,13% and 12%, respectively, of the Company’s additions to inventory were fromone supplier. At September 30, 2026 and December 31, 2025, this supplier accounted for 12% and 10% of accounts payable, respectively.

Accounts Receivable

Accounts receivable are recorded net of an allowance for expected credit losses. The Company recorded an allowance for credit losses of an amount equal to anticipated future write-offs. The Company recorded an allowance for expected credit losses of $6 at September 30, 2026 and December 31, 2025. Accounts receivable include both trade and lease receivables. Lease receivables arising from operating leases of the Company’s electroporation technology are evaluated for collectability in accordance with Accounting Standards Codification (“ASC”) 842,Leases, and therefore are not included in the Company's allowance for expected credit losses.

Deferred Asset Acquisition Costs

The Company capitalizes incurred direct, incremental costs related to potential transactions that, if consummated, would be accounted for as an asset acquisition under ASC 805-50. These costs primarily consist of professional fees, including legal, advisory, accounting, and other transaction-specific services that are directly attributable to the contemplated acquisition and included in other assets on the Company’s balance sheet. During the nine months ended September 30, 2026, the Company decided not to pursue continued evaluation of a certain asset acquisition and recorded a charge of $1,582 related to previously capitalized costs in general and administrative expenses in the condensed consolidated statement of operations.

Intangible Assets

The Company recognizes acquired intangible assets at fair value on the date of acquisition. Intangible assets with finite lives are amortized over their useful lives using the straight-line method. The useful lives of the Company’s intangible assets range from seven to 15 years.

Foreign Currency

The Company’s functional currency is the U.S. dollar; transactions denominated in foreign currencies are subject to currency risk. The Company recognized $65 and $11 in foreign currency losses for the three months ended September 30, 2026 and 2025, respectively, and $215 and $4 in foreign currency losses for the nine months ended September 30, 2026 and 2025, respectively.

Leases

For transactions in which the Company is the lessee, at the inception of a contract, the Company determines if the arrangement is, or contains, a lease. See Note 7 for additional details about leases under which the Company is the lessee.

All transactions in which the Company is the lessor are short-term (one year or less) and have been classified as operating leases. All leases require upfront payments covering the full period of the lease and thus, there are no future payments expected to be received from existing leases. See Note 3 for details on revenue recognition related to lease agreements.

Loss Per Share

Basic loss per share is computed by dividing net loss available to common stockholders by the weighted-average number of shares of common stock outstanding during the period.

For periods of net loss, diluted loss per share is calculated similarly to basic loss per share because the impact of all dilutive potential common shares is anti-dilutive. The number of anti-dilutive shares excluded from the computation of diluted loss per share, consisting of shares of underlying stock options, restricted stock units, performance stock units, and shares under employee stock purchase plans was 17.3 million for the three and nine months ended September 30, 2026 and 18.1 million for the three and nine months ended September 30, 2025.

Recent Accounting Pronouncements

New Accounting Pronouncement Recently Adopted

In January 2026, the Company adopted the Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2025-05,Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”). ASU 2025-05 provides a practical expedient that all entities can use when estimating expected credit losses, which permits an entity to assume that the current conditions it has applied in determining credit loss allowances remain unchanged for the remaining life of those assets. The adoption of this guidance did not have a material impact on the Company’s unaudited condensed consolidated financial statements and disclosures.

New Accounting Pronouncement Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03,Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (“ASU 2024-03”). The amendments in ASU 2024-03 improve the transparency of expenses by nature by requiring additional disaggregated expense disclosures. The Company is in the process of evaluating the information and reporting process necessary to comply with the new disclosure requirements, which are effective beginning with the Company’s 2027 annual financial statements.

3. Revenue

The Company generates revenue from the sale of instruments and related PAs and consumables, licenses of its proprietary technology, and Assay Services. Under SPL agreements, which include annual license payments, the Company also generates revenue according to achievement of the customer’s associated clinical progress milestones and sales-based royalty payments. Certain customer arrangements include multiple goods and services, including licenses, instruments, consumables, and services.

The Company accounts for revenue from contracts with customers in accordance with ASC 606,Revenue from Contracts with Customers, and its licensed revenue for leased technology and equipment under ASC 842,* Leases*. Contracts with customers may contain one or more distinct performance obligations. For contracts with multiple performance obligations, the Company allocates the transaction price to each performance obligation based on its relative standalone selling price.

Revenue is recognized when, or as, control of the promised goods or services transfers to the customer in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services.

Revenue from the sale of instruments, PAs, and consumables is generally recognized upon shipment to the customer. Revenue from Assay Services is recognized when performance obligations have been met, typically upon delivery of the characterization report. Revenue associated with extended warranties and other service arrangements is recognized when the related performance obligations are satisfied.

The Company enters into SPL arrangements with customers developing cell therapies for clinical or commercial use. These arrangements may include licenses of proprietary technology, milestone payments, sales-based royalties, and sales or leases of instruments. Depending on the nature of the arrangement, the Company accounts for the applicable components under ASC 842,Leases, or ASC 606,Revenue from Contracts with Customers.

Revenue from lease components is generally recognized over the applicable lease term, with variable payments recognized when the events or conditions giving rise to those payments occur. Revenue from licenses of intellectual property accounted for as contracts with customers is recognized either at a point in time or over time, depending on the nature of the license and the Company's ongoing obligations. Milestone payments associated with these licenses are recognized when it is probable that a significant reversal of cumulative revenue recognized will not occur, generally upon achievement of the applicable milestone. Sales-based royalties associated with intellectual property licenses are generally recognized when the underlying customer sales occur.

Disaggregation of Revenue

The following table depicts the disaggregation of revenue by type of contract:

Additional Disclosures Relating to Revenue from Contracts with Customers

Deferred revenue represents payments received for performance obligations not yet satisfied and is presented as current or long-term in the accompanying condensed consolidated balance sheets based on the expected timing and satisfaction of the underlying goods or services. Deferred revenue was $7,699 and $3,861 as of September 30, 2026 and December 31,

2025, respectively. During the three months ended September 30, 2026 and 2025, the Company recognized $763 and $1,159 of revenue, respectively, that was included in deferred revenue at the beginning of such periods. During the nine months ended September 30, 2026 and 2025, the Company recognized $3,280 and $4,961 of revenue, respectively, that was included in deferred revenue at the beginning of such periods.

As of September 30, 2026, remaining contract consideration due to unsatisfied performance obligations with an original expected duration greater than one year as of September 30, 2026 was $449, of which the Company expects to recognize $138 inone year or less, $138 in one totwo years, $37 in two tothree years, and $136 thereafter.

As of September 30, 2026, the Company had unsatisfied performance obligations in the amount of $598 from Assay Services contracts that the Company expects to recognize in under 12 months.

For the three and nine months ended September 30, 2026 and 2025, the Company did not incur, and therefore did not defer, any material incremental costs to obtain contracts or costs to fulfill contracts.

4. Stockholders’ Equity

Common Stock

During the nine months ended September 30, 2026, the Company issued 29,448 shares of common stock as a result of stock option exercises, for gross proceeds of $29, issued 636,590 shares from the vesting of restricted stock units and issued 38,116 shares to employees pursuant to the MaxCyte, Inc. 2021 Employee Stock Purchase Plan (the “ESPP”) for gross proceeds of $34.

Preferred Stock

The Company’s certificate of incorporation authorizes the issuance of up to 5,000,000 shares of preferred stock, par value $0.01 per share. As of September 30, 2026 and December 31, 2025, no shares of preferred stock were issued or outstanding.

Share Repurchase

In May 2026, the Board of Directors authorized a share repurchase program under which the Company may purchase up to $10,000 of its outstanding common stock over aone-year period. Repurchases of common stock under the program may be made from time to time in the open market, in privately negotiated transactions or by other methods, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, or the Exchange Act, at the Company’s discretion, and in accordance with the limitations set forth in Rule 10b-18 promulgated under the Exchange Act and other applicable federal and state laws and regulations. During the nine months ended September 30, 2026, the Company repurchased 4,260,534 shares of its common stock for an aggregate purchase amount of $5,500, and $4,500 remained available for share repurchases under the program.

Stock Incentive Plans

In May 2022, the Board of Directors adopted, and in June 2022, the Company’s stockholders approved, the MaxCyte, Inc. 2022 Equity Incentive Plan (the “2022 Plan”) to provide for the awarding of (i) incentive stock options, (ii) non-qualified stock options, (iii) stock appreciation rights, (iv) restricted stock awards, (v) restricted stock unit awards, (vi) performance awards, and (vii) other awards. Following the approval of the 2022 Plan, the Company ceased granting awards under its previously adopted MaxCyte Inc. Long-Term Incentive Plan (the “2016 Plan”) and the MaxCyte Inc. 2021 Inducement Plan (the “2021 Inducement Plan”), although all outstanding awards continue to remain subject to the terms of the applicable plan.

Upon the effectiveness of the 2022 Plan, a total of 3,692,397 shares were initially reserved for issuance pursuant to future awards under the 2022 Plan, consisting of 1,928,000 new shares and 1,764,397 shares previously available under the 2016 Plan. If and to the extent that outstanding options under the 2016 Plan or the 2021 Inducement Plan are forfeited, the shares underlying such forfeited options will become available for issuance under the 2022 Plan. At the Company’s Annual

Meetings of Stockholders held on June 18, 2025, June 11, 2024 and June 22, 2023, the Company’s stockholders approved to reserve an additional 2,950,000,2,300,000, and 6,069,000 shares, respectively, for issuance pursuant to future awards under the 2022 Plan.

At September 30, 2026 and December 31, 2025, there were 6,586,000 and 8,413,000 shares, respectively, available to be issued under the 2022 Plan.

In March 2026, the Board of Directors adopted the MaxCyte, Inc. 2026 Inducement Plan (the “2026 Inducement Plan”) to provide for the awarding of (i) non-statutory stock options; (ii) stock appreciation rights; (iii) restricted stock awards; (iv) restricted stock unit awards; (v) performance awards; and (vi) other awards, in each case, only to persons eligible to receive grants of awards who satisfy the standards for inducement grants under Nasdaq Marketplace Rule 5635(c)(4) or 5635(c)(3), if applicable, and the related guidance under Nasdaq IM 5635-1. Upon adoption,1,000,000 shares of common stock were reserved for issuance under the 2026 Inducement Plan, and an additional 650,000 shares were reserved for issuance under the 2026 Inducement Plan in September 2026. As of September 30, 2026, there were 757,000 shares available to be issued under the 2026 Inducement Plan.

The value of an equity award is recognized as expense on a straight-line basis over the requisite service period. At September 30, 2026, total unrecognized compensation expense was $7,162, which will be recognized over an estimated weighted-average period of 2.4 years.

Stock Options

The weighted-average fair value of the stock options granted during the three months ended September 30, 2026 was estimated to be $0.83 per option share. There wereno stock options granted during the three months ended September 30, 2025. The weighted-average fair value of the stock options granted during the nine months ended September 30, 2026 and 2025 was estimated to be $0.52 and $1.72 per option share, respectively.

Restricted Stock Units (“RSUs”)

The weighted-average fair value of the RSUs granted during the three months ended September 30, 2026 and 2025 was estimated to be $1.26 and $1.97 per RSU, respectively. The weighted-average fair value of the RSUs granted during the nine months ended September 30, 2026 and 2025 was estimated to be $0.82 and $2.94 per RSU, respectively.

Employee Stock Purchase Plan

The ESPP allows eligible employees to purchase a number of shares of common stock, through accumulated payroll deductions, up to a maximum of 15% of the employee’s earnings during a purchase period, as defined in the ESPP, subject to certain limitations. The purchase price will be the lesser of 85% of the fair market value of a share of common stock on (i) the beginning of each purchase period and (ii) the last day of the purchase period. Purchase periods are generallysix months in length.

The most recent purchase period began on May 19, 2026. The weighted average fair value for the shares estimated to be purchased under the ESPP for this purchase period was $0.33 per share, which the Company will expense over the current purchase period.

Stock-based Compensation Expense

The Company recorded stock-based compensation expense in the following expense categories on its unaudited condensed consolidated statements of operations:

5. Condensed Consolidated Balance Sheet Components

Inventory

Inventory is carried at the lower of cost or net realizable value. The following tables show the components of inventory:

An allowance of $1,164 and $1,531 as of September 30, 2026 and December 31, 2025, respectively, was recorded to reduce the value of inventory for items that are potentially obsolete due to expiry, product demand, or to adjust costs to their net realizable value.

Property and Equipment

Property and equipment are stated at cost. Depreciation is computed using the straight-line method. Leasehold improvements are amortized over the shorter of the estimated lease term or useful life.

Property and equipment include capitalized costs to develop internal-use software. Applicable costs are capitalized during the development stage of the project and include direct internal costs, third-party costs and allocated interest expense as appropriate.

Property and equipment consisted of the following:

During the nine months ended September 30, 2026 and 2025, the Company transferred $475 and $131, respectively, of instruments previously classified as inventory to property and equipment for instruments leased to customers. During the nine months ended September 30, 2026, the Company committed to a plan to sell certain equipment. Accordingly, the assets met the criteria to be classified as held for sale and were written down to their estimated fair value less costs to sell.

As of September 30, 2026, assets held for sale of $180 are included within current assets on the condensed consolidated balance sheets.

For the three months ended September 30, 2026 and 2025, the Company incurred depreciation and amortization expense of property and equipment of $883 and $1,057, respectively. For the nine months ended September 30, 2026 and 2025, the Company incurred depreciation and amortization expense of property and equipment of $2,874 and $3,232, respectively.

Intangible Assets

Intangible assets with finite lives consist of the following:

The Company recognizes acquired intangible assets at fair value on the date of acquisition. Intangible assets with finite lives are amortized over their useful lives using the straight-line method. The Company recordedno impairment on its finite-lived intangibles for the three and nine months ended September 30, 2026 and 2025.

For the three months ended September 30, 2026 and 2025, the Company incurred amortization expense of intangible assets of $17 and $15, respectively. For the nine months ended September 30, 2026 and 2025, the Company incurred amortization expense of intangible assets of $51 and $36, respectively.

Accrued Expenses and other

Accrued expenses and other consist of the following:

6. Fair Value

The Company’s condensed consolidated balance sheets include various financial instruments (primarily cash and cash equivalents, accounts receivable and accounts payable) that are carried at cost, which approximates fair value due to the short-term nature of the instruments.

The Company’s held-to-maturity investments, which consist primarily of commercial paper, U.S. Treasury securities and government agency bonds, and corporate debt instruments, are carried at amortized cost and are periodically evaluated for expected credit losses. Based on the Company’s assessment as of September 30, 2026 and December 31, 2025, no allowance for credit losses was required. The Company determined that the unrecognized holding losses were primarily due to factors other than credit deterioration, such as changes in interest rates and other market conditions. As of September 30, 2026, the Company’s long-term investments mature betweenone andtwo years.

The Company’s held-to-maturity investments consisted of the following amounts of amortized cost, gross unrecognized gains and losses, and estimated fair value by security type and balance sheet classification as of September 30, 2026 and December 31, 2025:

The following table summarizes the Company’s financial instruments that were measured at fair value on a non-recurring basis as of September 30, 2026:

The following table summarizes the Company’s financial instruments that were measured at fair value on a non-recurring basis as of December 31, 2025:

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The Company hadno assets or liabilities measured at fair value on a recurring basis as of September 30, 2026 and December 31, 2025.

Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis

The Company measures certain non-financial assets and liabilities, such as goodwill, intangible assets, and property and equipment, at fair value on a non-recurring basis when events or changes in circumstances indicate that their carrying amounts may not be recoverable. If the asset group is determined not to be recoverable, an impairment loss is recognized for the amount by which the carrying amount exceeds its fair value.

During the nine months ended September 30, 2026, the Company recognized an impairment charge of $630 related to certain property and equipment that management determined would no longer be used and was actively marketed for sale. The fair value of the assets was determined primarily on unobservable inputs (Level 3) based on an independent third-party estimate of anticipated recovery values for the assets. The impairment charge is included in research and development expense in the accompanying unaudited condensed consolidated statements of operations. There wereno impairment charges recognized for the three months ended September 30, 2026, and for the three and nine months ended September 30, 2025.

The Company’s acquisition of SeQure in January 2025 included a contingent consideration agreement where the Company agreed to pay an amount up to $2,500 if SeQure achieves certain revenue targets for the years ended December 31, 2025 and December 31, 2026. The fair value of the contingent consideration was estimated to be de minimis as of September 30, 2026 and December 31, 2025. Contingent consideration is classified within Level 3 of the fair value hierarchy.

7**. Commitments and Contingencies**

Leases

The following table represents the Company’s lease cost and supplemental lease information:

The following table reconciles the remaining minimum lease payments to the lease liability as of September 30, 2026:

The Company hasone reportable segment, cell engineering technology. The cell engineering technology segment generates revenue principally from the sale of instruments, PAs and consumables, and research and clinical license fees to the Company’s customers, as well as milestone and royalty revenues as SPL customers achieve development and regulatory milestones. The cell engineering technology used in the Company’s license revenue arrangements and instrument sales arrangements is deployed and implemented by customers in a similar manner, and brings the Company similar economic outcomes. The accounting policies of the cell engineering technology segment are the same as those described in the summary of significant accounting policies. The Company’s chief operating decision maker (“CODM”) is the executive team which includes the Chief Executive Officer and Chief Financial Officer. The CODM assesses performance for the cell engineering technology segment and decides how to allocate resources based on net loss and core revenues. Core revenue includes sales of instruments, PAs and consumables, Assay and other service revenue, as well as fees from research and clinical licenses, while non-core revenue relates to SPL milestone and royalty revenue. We recognize both core and non-core revenue in accordance with US GAAP. The CODM uses net loss to determine whether to further resources in the cell engineering technology segment or into other parts of the entity such as for acquisitions. The CODM also uses core revenue to assess performance of the segment and to establish Management’s compensation. The measure of segment assets is reported on the consolidated balance sheet as total assets. The Company does not have intra-entity sales or transfers.

The CODM is regularly provided with the following significant segment expenses which are included in the measurement of the single measure of profit (net loss):

Revenue by geographic location is provided below:

As of September 30, 2026 and December 31, 2025, substantially all of the Company’s assets were located in the United States.

On November 9, 2026, the Company entered into a definitive Securities Purchase Agreement to acquire Akron BioProducts LLC (“Akron Bio”) from affiliates of Arcline Investment Management for total consideration of approximately$151.8 million, consisting of$105 million in cash payable at closing, subject to customary adjustments,20,639,733 shares of the Company’s common stock valued at approximately$26.8 million based on the Company’s stock price as of November 9, 2026, and$20.0 million in guaranteed deferred payments, consisting of$10.0 million each, payable in January 2028 and January 2029. The acquisition is expected to close before the end of 2026, subject to customary closing conditions.

On November 9, 2026, the Company entered into a debt financing commitment letter with MidCap Financial Trust, as administrative agent, for a credit facility of up to$75.0 million, consisting of a$55.0 million senior, secured term loan (the “Term Loan”), available infour tranches, and a$20.0 million senior secured asset-based revolving credit facility (the “Revolver”). The Company expects to draw down$20.0 million from tranche one of the Term Loan and$2.0 million from the Revolver, in each case at the closing of the acquisition. Borrowings on the Term Loan bear interest, payable monthly in arrears, at a rate per annum equal to the 30-day forward looking secured overnight financing rate (“SOFR”) plus 5.25%, subject to a SOFR floor of 2.00%. Borrowings on the Revolver are subject to availability conditions and bear interest at a rate per annum equal to SOFR plus 3.75%, subject to a SOFR floor of 2%. The Term Loan and Revolver each mature five years after the closing of the acquisition of Akron Bio, at which time all outstanding principal and accrued interest are due and payable in full. The credit facility is subject to the execution of the definitive loan documentation and other conditions, including the closing of the acquisition.