RAPID MICRO BIOSYSTEMS, INC.

Previous wording

Since our inception, we have devoted a majority of our resources to designing, developing, and building our proprietary Growth Direct platform and associated products, launching our Growth Direct platform commercially, expanding our sales and marketing infrastructure to grow our sales, building global customer service and support teams to deliver our value-added services, investing in robust manufacturing and supply chain operations to serve our customers globally, and providing general and administrative support for these operations. Prior to our initial public offering ("IPO"), we funded our operations primarily with proceeds from sales of preferred stock, borrowings under loan agreements and product and service sales, as well as our cost-reimbursement contract with the U.S. Department of Health and Human Services Biomedical Advanced Research & Development Authority.

Current wording

Since our inception, we have devoted a majority of our resources to designing, developing, and building our proprietary Growth Direct platform and associated products, launching our Growth Direct platform commercially, expanding our sales and marketing infrastructure to grow our sales, building global customer service and support teams to deliver our value-added services, investing in robust manufacturing and supply chain operations to serve our customers globally, and providing general and administrative support for these operations.

Previous wording

We generated revenue of $8.0 million and $7.2 million for the three months ended March 31, 2026 and 2025, respectively, and incurred net losses of $14.3 million and $11.3 million for those same periods, respectively.

Current wording

We generated revenue of $8.1 million and $7.3 million for the three months ended June 30, 2026 and 2025, respectively, and incurred net losses of $12.9 million and $11.9 million for those same periods, respectively.

Previous wording

We believe that our cash, cash equivalents and investments as of March 31, 2026 and additional borrowing capacity expected to become under the LSA that is subject to the satisfaction of certain commercial and operational milestones and other conditions later this year enable us to fund our operating expenses and capital expenditure requirements for at least 12 months following the issuance date of the unaudited interim condensed consolidated financial statements contained in this Quarterly Report on Form 10-Q for the quarter ended March 31, 2026. We have based this estimate on assumptions that may prove to be wrong, and we could exhaust our available capital resources sooner than we expect. See “Liquidity and Capital Resources.”

Current wording

We believe that our cash, cash equivalents and investments as of June 30, 2026 and additional borrowing capacity expected to become under the LSA that is subject to the satisfaction of certain commercial and operational milestones and other conditions will be sufficient to fund our operating expenses and capital expenditure requirements for at least 12 months following the issuance date of the unaudited interim condensed consolidated financial statements contained in this Quarterly Report on Form 10-Q for the quarter ended June 30, 2026. Access to the first additional tranche under the LSA is expected in January 2027 after initial satisfaction of certain revenue and gross margin metrics in the six months ending December 31, 2026. We have based this estimate on assumptions that may prove to be wrong, and we could exhaust our available capital resources sooner than we expect. See “Liquidity and Capital Resources.”

Previous wording

U.S. as MilliporeSigma ("MilliporeSigma”). Pursuant to the Distribution Agreement, we granted MilliporeSigma a global, co-exclusive right to sell our products, initially consisting of our Growth Direct systems and related consumables, into all fields related to industrial quality control applications in the pharmaceutical, medical device, personal care, cosmetics and food and beverage spaces in all regions of the world. During the term of the Distribution Agreement, MilliporeSigma will receive tier-based transfer pricing on such products. We will continue to directly market, sell, manufacture and distribute our products and provide all services to customers, including in respect of system installation, validation, maintenance and support.

Current wording

In February 2025, we entered into a Distribution and Collaboration Agreement (the “Distribution Agreement”) with Millipore S.A.S., a subsidiary of the Life Science business of Merck KGaA, Darmstadt, Germany, which operates in the U.S. as MilliporeSigma (“MilliporeSigma”). Pursuant to the Distribution Agreement, we granted MilliporeSigma a global, co-exclusive right to sell our products, initially consisting of our Growth Direct systems and related consumables, into all fields related to industrial quality control applications in the pharmaceutical, medical device, personal care, cosmetics and food and beverage spaces in all regions of the world. During the term of the Distribution Agreement, MilliporeSigma will receive tier-based transfer pricing on such products. We will continue to directly market, sell, manufacture and distribute our products and provide all services to customers, including in respect of system installation, validation, maintenance and support.

Previous wording

We have experienced positive trends in gross margin percentage, improving from (24.4)% to (0.4)% to 3.1% for the years ended December 31, 2023, 2024 and 2025, respectively, and to 4.6% for the three months ended March 31, 2026. While we expect our gross margin percentage to continue to trend positively in the future, expansion in future periods maynot be linear and may be subject to variability from period to period.

Current wording

We have experienced positive trends in gross margin percentage, improving from (24.4)% to (0.4)% to 3.1% for the years ended December 31, 2023, 2024 and 2025, respectively, from 3.8% to 15.0% for the three months ended June 30, 2025 and June 30, 2026, respectively, and from 4.7% to 9.9% for the six months ended June 30, 2025 and June 30, 2026, respectively. While we expect our gross margin percentage to continue to trend positively in the future, expansion in future periods maynot be linear and is subject to variability from period to period.

Previous wording

We regularly assess trends relating to our recurring revenue, which is the revenue from consumables and service contracts, based on our product offerings, our customer base and our understanding of how our customers use our products. Recurring revenue was 63.3% and 55.1% of our total revenue for the three months ended March 31, 2026 and 2025, respectively. Our recurring revenue as a percentage of the total product and service revenue will generally vary based upon the cumulative number of validated Growth Direct systems in the period, as well as other variables such as the volume of tests being conducted and the test application(s) being used on customers' Growth Direct systems.

Current wording

We regularly assess trends relating to our recurring revenue, which is the revenue from consumables and service contracts, based on our product offerings, our customer base and our understanding of how our customers use our products. Recurring revenue was 62.7% and 60.9% of our total revenue for the three months ended June 30, 2026 and 2025, respectively. Recurring revenue was 63.0% and 58.0% for the six months ended June 30, 2026 and 2025, respectively. Our recurring revenue as a percentage of the total product and service revenue will generally vary based upon the cumulative number of validated Growth Direct systems in the period, as well as other variables such as the volume of tests being conducted and the test application(s) being used on customers’ Growth Direct systems.

Previous wording

We derive product revenue primarily from the sale of our Growth Direct systems and related consumables as well as our LIMS connection software, which the majority of our customers purchase. As of March 31, 2026, we had placed 196 Growth Direct systems with approximately 50 customers globally, including 75% of the top 20 largest pharmaceutical companies as measured by revenue, and the manufacturers of a number of globally approved cell and gene therapies, including manufacturers of 86% of approved gene-modified autologous CAR-T cell therapies.

Current wording

We derive product revenue primarily from the sale of our Growth Direct systems and related consumables as well as our LIMS connection software, which the majority of our customers purchase. As of June 30, 2026, we had placed 200 Growth Direct systems with approximately 50 customers globally, including 75% of the top 20 largest pharmaceutical companies as measured by revenue, and the manufacturers of a number of globally approved cell and gene therapies, including manufacturers of 86% of approved gene-modified autologous CAR-T cell therapies.

Previous wording

We expect that our gross margin percentage will increase over time as our future revenues from both products and services grow at rates significantly higher than the costs related to providing and supporting those products and services. However, expansion in gross margin percentage in future periods maynot be linear and may be subject to variability from period to period.

Current wording

We expect that our gross margin percentage will increase over time as our future revenues from both products and services grow at rates significantly higher than the costs related to providing and supporting those products and services. However, expansion in gross margin percentage in future periods maynot be linear and is subject to variability from period to period.

Previous wording

We generated significant taxable losses during each of the three months ended March 31, 2026 and 2025, and therefore have not recorded any U.S. federal or state income tax expense during those periods. However, we did record an immaterial amount of foreign income tax expense during each of those periods.

Current wording

We generated significant taxable losses during each of the three and six months ended June 30, 2026 and 2025, and therefore have not recorded any U.S. federal or state income tax expense during those periods. However, we did record an immaterial amount of foreign income tax expense during each of those periods.

Previous wording

Cost of service revenue decreased by $0.2 million, or 9.4%. The decrease was primarily attributable to lower service headcount and related costs.

Current wording

Cost of service revenue decreased by $0.3 million, or 15.8%. The decrease was primarily attributable to lower service headcount and related costs.

Previous wording

Sales and marketing expenses increased by $0.7 million, or 24.4%. This increase was primarily driven by higher headcount-related costs and third-party consulting costs.

Current wording

Sales and marketing expenses increased by $0.3 million, or 10.3%. This increase was primarily driven by higher headcount-related costs and third-party consulting costs.

Previous wording

Interest income for the three months ended March 31, 2026 and 2025 was $0.3 million and $0.5 million, respectively. The decrease of $0.2 million, or 45.1%, was due to lower interest rates earned on our cash equivalents and investments balances, as well as lower cash equivalents and investment balances during the year.

Current wording

Interest income for the three months ended June 30, 2026 and 2025 was $0.1 million and $0.4 million, respectively. The decrease of $0.3 million, or 60.1%, was due to lower interest rates earned on our cash equivalents and investments balances, as well as lower cash equivalents and investment balances during the year.

Previous wording

Interest expense for the three months ended March 31, 2026 and 2025 was $0.6 million and less than $0.1 million, respectively. The increase of $0.6 million, or 5,225.0%, was due to interest incurred with our long-term debt.

Current wording

Interest expense for the three months ended June 30, 2026 and 2025 was $0.6 million and less than $0.1 million, respectively. The increase of $0.6 million was due to interest incurred with our long-term debt.

Previous wording

Other expense, net, which is comprised of miscellaneous expenses unrelated to our core business, was less than $0.1 million for each of the three months ended March 31, 2026 and 2025, respectively.

Current wording

Other expense, net, which is comprised of miscellaneous expenses unrelated to our core business, was less than $0.1 million for each of the three months ended June 30, 2026 and 2025.

Previous wording

Product revenue increased by $1.5 million, or 36.0%, with the increase primarily attributable to an increase in system placements as well as higher consumable shipment volumes due mainly to an increase in cumulative validated systems.

Current wording

Product revenue increased by $2.0 million, or 22.0%. The increase was driven primarily by a higher volume of system placements as well as higher consumable shipment volumes due mainly to an increase in cumulative validated systems.

Previous wording

Service revenue decreased by $0.7 million, or 21.9%. The decrease in service revenue was primarily driven by a decrease in validation revenue, offset by higher service contract revenue as a result of an increase in the cumulative number of systems validated and under such contracts. Service revenue from validations, which is recognized when those services are provided, generally lag the related system placements by three to nine months.

Current wording

Service revenue decreased by $0.4 million, or 6.7%. The decrease in service revenue was primarily driven by a decrease in validation revenue, offset by higher service contract revenue as a result of an increase in the cumulative number of systems validated and under such contracts. Service revenue from validations, which is recognized when those services are provided, generally lag the related system placements by three to nine months.

Previous wording

Cost of product revenue increased by $1.0 million, or 19.8%. The increase was driven by higher system and consumables sales volume, as well as an unfavorable mix impact of products sold, namely a higher rate of growth in consumables as compared to systems. This increase was partially offset by a reduction in the costs to manufacture our products.

Current wording

Cost of product revenue increased by $1.1 million, or 10.8%. The increase was driven by higher system and consumables sales volume, as well as an unfavorable mix of products sold, namely a higher rate of growth in consumables as compared to systems. This increase was partially offset by a reduction in direct material costs for our products.

Previous wording

Research and development expenses decreased by $0.3 million, or 7.3%. The decrease was primarily driven by lower headcount and headcount-related costs as well as the timing of spending related to new product development activities.

Current wording

Research and development expenses decreased by $0.2 million, or 2.4%. The decrease was primarily driven by lower headcount and headcount-related costs as well as the timing of spending related to new product development activities.

Previous wording

General and administrative expenses increased by $1.8 million, or 30.8%. This increase was primarily attributable to higher headcount related costs, including non-cash stock compensation expense and severance, partially offset by a reduction in consulting fees.

Current wording

General and administrative expenses increased by $2.4 million, or 20.7%. This increase was primarily attributable to higher headcount related costs, including non-cash stock compensation expense and severance, partially offset by a reduction in consulting fees.

Previous wording

Since our inception, we have incurred operating losses. To date, we have funded our operations primarily through proceeds from sales of redeemable convertible preferred stock, borrowings under loan agreements, revenue from sales of our products and services, proceeds from our IPO, and proceeds from our "at-the-market" ("ATM") facility.

Current wording

Since our inception, we have incurred operating losses. To date, we have funded our operations primarily through proceeds from sales of redeemable convertible preferred stock, borrowings under loan agreements, revenue from sales of our products and services, proceeds from our IPO, proceeds from registered offerings, and proceeds from our “at-the-market” (“ATM”) facility.

Previous wording

We believe that our cash, cash equivalents and investments and additional borrowing capacity expected to become available under the LSA that is subject to the satisfaction of certain commercial and operational milestones and other conditions later this year will enable us to fund our operating expenses and capital expenditure requirements for at least twelve months following the date the condensed consolidated financial statements contained in this Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 were issued. However, if our expectations and underlying assumptions of business performance, including revenue growth, gross margin improvements, and/or control of operating costs are not realized, we may need to raise additional funding, which could be through equity offerings, debt financings or a combination thereof. If we are unable to raise capital as, if and when, needed, we may have to significantly delay, scale back or discontinue our expansion plans including further development and commercialization efforts of one or more of our products.

Current wording

We believe that our cash, cash equivalents and investments and additional borrowing capacity expected to become available under the LSA that is subject to the satisfaction of certain commercial and operational milestones and other conditions will be sufficient to fund our operating expenses and capital expenditure requirements for at least 12 months following the date the condensed consolidated financial statements contained in this Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 were issued. Access to the first additional tranche under the LSA is expected in January 2027 after initial satisfaction of certain revenue and gross margin metrics in the six months ending December 31, 2026. However, if our expectations and underlying assumptions of business performance, including revenue growth, gross margin improvements, and/or control of operating costs are not realized, we may need to raise additional funding, which could be through equity offerings, debt financings or a combination thereof. If we are unable to raise capital as, if and when, needed, or cannot draw down the first additional tranche of the LSA, we may have to significantly delay, scale back or discontinue our expansion plans including further development and commercialization efforts of one or more of our products.

Previous wording

On December 15, 2023, we entered into a sales agreement to establish an ATM facility with Cowen and Company, LLC, pursuant to which we may sell and issue shares of our Class A common stock. During the quarter and year ended December 31, 2025, we sold 113,217 shares of Class A common stock under this facility resulting in net proceeds of $0.4 million. During the quarter ended March 31, 2026, we did not issue or sell any shares of our Class A common stock under this facility.

Current wording

On December 15, 2023, we entered into a sales agreement to establish an ATM facility with Cowen and Company, LLC, pursuant to which we may sell and issue shares of our Class A common stock. During the quarter and year ended December 31, 2025, we sold 113,217 shares of Class A common stock under this facility resulting in net proceeds of $0.4 million. During the three and six months ended June 30, 2026, we did not issue or sell any shares of our Class A common stock under this facility.

Previous wording

In October 2013, we entered into an operating lease for office and manufacturing space in Lowell, Massachusetts. In March 2022, we amended the lease to increase the amount of facility space subject to the lease and extend the expiration of the lease from July 2026 to July 2029. The terms of the amendment include options for a one-time, five-year extension of the lease and early termination of the lease in July 2026 (subject to an early termination fee). Monthly rent payments are fixed and future minimum lease payments under the lease (as amended) are $2.2 million as of March 31, 2026, including $0.7 million in short-term obligations.

Current wording

In October 2013, we entered into an operating lease for office and manufacturing space in Lowell, Massachusetts. In March 2022, we amended the lease to increase the amount of facility space subject to the lease and extend the expiration of the lease from July 2026 to July 2029. The terms of the amendment include options for a one-time, five-year extension of the lease. Monthly rent payments are fixed and future minimum lease payments under the lease (as amended) are $2.1 million as of June 30, 2026, including $0.7 million in short-term obligations.

Previous wording

In June 2021, we entered into a sublease agreement for our Lexington, Massachusetts headquarters, which expires in June 2029 (the "sublease agreement"). The sublease agreement includes an option to terminate the sublease in July 2026, subject to an early termination fee. Monthly rent payments are fixed and future minimum lease payments over the term of the sublease are $2.5 million as of March 31, 2026, including $0.8 million in short-term obligations. Concurrent with entering into the sublease agreement, we executed an option agreement with the property owner which provides us the option to enter into a new direct lease for our Lexington, Massachusetts facility for an additional five years following expiration of the sublease.

Current wording

In June 2021, we entered into a sublease agreement for our Lexington, Massachusetts headquarters, which expires in June 2029 (the “sublease agreement”). Monthly rent payments are fixed and future minimum lease payments over the term of the sublease are $2.3 million as of June 30, 2026, including $0.8 million in short-term obligations. Concurrent with entering into the sublease agreement, we executed an option agreement with the property owner which provides us the option to enter into a new direct lease for our Lexington, Massachusetts facility for an additional five years following expiration of the sublease.

Previous wording

During the three months ended March 31, 2026, net cash used in operating activities was $15.1 million, an increase of $6.0 million compared to the three months ended March 31, 2025. The higher use of net cash was primarily due to the volume and timing of collections from customers and payments to vendors, as well as higher personnel-related costs.

Current wording

During the six months ended June 30, 2026, net cash used in operating activities was $27.8 million, an increase of $9.0 million compared to the six months ended June 30, 2025. The higher use of net cash was primarily due to the volume and timing of collections from customers and payments to vendors, including for inventory purchases, as well as higher personnel-related costs.

Previous wording

During the three months ended March 31, 2026, net cash provided by investing activities was $8.6 million, a decrease of $2.1 million compared to the three months ended March 31, 2025. Higher investment maturities in the prior-year period coupled with an increase in investment purchases in the current period contributed to the reduction in cash provided by investing activities.

Current wording

During the six months ended June 30, 2026, net cash provided by investing activities was $12.8 million, a decrease of $7.2 million compared to the six months ended June 30, 2025. Higher investment maturities in the prior-year period coupled with an increase in investment purchases in the current period contributed to the reduction in cash provided by investing activities.

Previous wording

During the three months ended March 31, 2026, net cash provided by financing activities was $0.2 million, a decrease of $0.1 million compared to the three months ended March 31, 2025. The primary driver of this decrease was reduced stock option exercises in the current period.

Current wording

During the six months ended June 30, 2026, net cash provided by financing activities was $9.6 million, an increase of $9.5 million compared to the six months ended June 30, 2025. The primary driver of this increase was net proceeds from the registered offerings in May 2026 and a decrease in tax withholdings on settlement of restricted stock units, partially offset by reduced stock option exercises in the current period.