MAXCYTE INC

1. Organization and Description of Business

MaxCyte, Inc. (the “Company” or “MaxCyte”) was incorporated as a majority-owned subsidiary of EntreMed, Inc. (“EntreMed”) on July 31, 1998, under the laws and provisions of the State of Delaware and commenced operations on July 1, 1999. In November 2002, MaxCyte was recapitalized, and EntreMed was no longer deemed to control the Company.

MaxCyte is a global life sciences company focused on advancing the discovery, development, and commercialization of next-generation cell therapies. MaxCyte leverages its proprietary cell engineering technology platform to enable the programs of its biotechnology and pharmaceutical company customers who are engaged in cell therapy, including gene gene-editing and immuno-oncology, as well as in drug discovery and development and biomanufacturing. 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 assessment services (“Assay Service Revenue”) for cell and gene therapies to developers of cell therapies and pharmaceutical and biotechnology companies for use in drug discovery and development and biomanufacturing.

The Company’s registration statement on Form S-1 related to its initial public offering of common stock (the “IPO”) in the United States of America (the “U.S.”) was declared effective on July 29, 2021, and the Company’s common stock began trading on the Nasdaq Global Select Market on July 30, 2021. On August 3, 2021, the Company sold 15,525,000 shares of common stock in the IPO at a price to the public of $13.00 per share, inclusive of 2,025,000 shares issued pursuant to the full exercise of the underwriters’ option to purchase additional shares. The IPO generated gross proceeds to the Company of $201,825. The Company received aggregate net proceeds of $184,268 from the IPO after deducting aggregate underwriting commissions and offering costs of $17,557.

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 Company recorded material accounting entries in the interim period ended March 31, 2025 for the preliminary purchase accounting for SeQure, Dx Inc. (“SeQure”) described in Note 8. The condensed consolidated balance sheet at December 31, 2024 has been derived from audited consolidated financial statements as of that date. The unaudited condensed consolidated results of operations 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 11, 2025 (the “2024 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, 2024 included in the 2024 Form 10-K and have not materially changed during the three months ended March 31, 2025.

Basis of Consolidation

The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, SeQure and CCTI, Inc. All significant intercompany balances have been eliminated in consolidation.

Concentration of Risk

The Company maintains its cash and cash equivalents with three 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. During the three months ended March 31, 2025, one customer represented 29% of revenue, and another customer represented 14% of revenue. During the three months ended March 31, 2024, one customer represented 23% of revenue and another customer represented 18% of revenue. As of March 31, 2025, one customer accounted for 13% of accounts receivable, and another customer accounted for 11% of accounts receivable. As of December 31, 2024, one customer accounted for 25% of accounts receivable and another customer accounted for 14% of 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 March 31, 2025,22% of the Company’s additions to inventory were fromone supplier. During the three months ended March 31, 2024,30% of the Company’s additions to inventory were fromone supplier. As of March 31, 2025 and December 31, 2024, no supplier accounted for 10% or more of the Company’s total accounts payable.

Accounts Receivable

Accounts receivable are reduced by an allowance for credit losses, if needed. The Company maintains an allowance for credit losses of an amount equal to anticipated future write-offs. The Company determined thatno allowance was necessary as of March 31, 2025 and December 31, 2024.

Intangible Assets

The Company recognizes acquired intangible assets at fair value on the date of acquisition. Intangible assets with definite lives are amortized over their useful lives using the straight-line method. The useful lives of the Company’s Intangible assets range from seven toten years. Intangible assets with indefinite lives, including goodwill, are not amortized but subject to annual impairment testing.

Goodwill

Goodwill is recorded when the purchase price paid for an acquisition exceeds the estimated fair value of the net identified tangible and intangible assets acquired. Goodwill is not amortized, but is subject to impairment analysis at least once annually, which we perform in the third quarter, or more frequently upon the occurrence of an event or when circumstances indicate that a reporting unit’s carrying amount is greater than its fair value.

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 $19 and $33 in foreign currency transaction losses for the three months ended March 31, 2025 and 2024, 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 income, and when the effects are not anti-dilutive, diluted earnings per share is computed by dividing net income available to common stockholders by the weighted-average number of shares outstanding plus the impact of all potential dilutive common shares, consisting primarily of common stock options, restricted stock units, performance stock units and shares under employee stock purchase plans using the treasury stock method.

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 underlying stock options, restricted stock units, performance stock units, and shares under employee stock purchase plans was 18.7 million for the three months ended March 31, 2025 and 17.9 million for the months ended March 31, 2024.

Recent Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU amends the guidance in Accounting Standards Codification (“ASC’) 740, Income Taxes, to improve the transparency of income tax disclosures by amending the required rate reconciliation disclosures as well as requiring disclosure of income taxes paid disaggregated by jurisdiction. The rate reconciliation disclosure will be required to be presented in both percentages and reporting currency amounts, with greater disaggregation of information. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024 and should be applied prospectively, with early adoption permitted. The Company is currently evaluating the amendments to identify potential impacts to the Company’s income tax disclosures beginning with the Annual Report on Form 10-K for the year ended December 31, 2025 on a prospective basis.

In November 2024, the FASB issued Accounting Standard Update No. 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 disclosures requiring disclosures disaggregating of each expense line item into specific categories, and qualitative disclosures of expenses. ASU 2024-03 will be effective for the fiscal years beginning after December 31, 2026. The Company is in the process of evaluating the impact of this ASU on its consolidated financial statements.

3. Revenue

Revenue is principally from the sale of instruments, PAs and consumables, Assay Services, and extended warranties and from our license agreements, which also include customer-specific milestone payments and royalty fees based on certain sales made by the customer. In some arrangements, product and services have been sold together representing distinct performance obligations. In these arrangements the Company allocates the sale price to the various performance obligations in the arrangement on a relative selling price basis. Under this basis, the Company determines the estimated selling price of each performance obligation in a manner that is consistent with that used to determine the price to sell the deliverable on a standalone basis.

Revenue is recognized at the time control is transferred to the customer and the performance obligation is satisfied. Revenue from the sale of instruments and PAs and consumables is generally recognized at the time of shipment to the customer, provided that no significant vendor obligations remain and collectability is reasonably assured. Revenue from licenses of functional intellectual property are recognized at a point in time upon the granting of the license or when a related sales royalty is achieved, and is included in revenue from contracts with customers. Revenue from licenses of symbolic intellectual property is recognized ratably over the license term. Some of these licensing arrangements include provisions for milestone payments to the Company, if the customer accomplishes certain precommercial milestones in addition to the license of instrument and intellectual property. We refer to such licenses arrangements as strategic platform licenses (“SPLs”). We do not recognize revenue for the milestone provisions at the time of entering into an SPL agreement, since each milestone stream of revenue is considered variable consideration that is highly uncertain and susceptible to factors outside our influence. We recognize the amount of revenue related to each milestone only at the time our customer achieves the milestone or sales royalties are achieved by a customer and is included in revenue from lease elements under ASC 842,Leases. Revenue for Assay Service and other service revenue is recognized when services have been provided.

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 $4,415 and $5,525 as of March 31, 2025 and December 31, 2024,

respectively. During the three months ended March 31, 2025 and 2024, the Company recognized $2,374 and $2,254 of revenue, respectively, that was included in deferred revenue at the beginning of such periods.

Remaining contract consideration for which revenue has not been recognized due to unsatisfied performance obligations with a duration greater than one year as of March 31, 2025 was $359, of which the Company expects to recognize $89 inone year or less, $89 in one totwo years, $29 in two tothree years, and $152 thereafter.

For the three months ended March 31, 2025 and 2024, 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 three months ended March 31, 2025, the Company issued 290,993 shares of common stock as a result of stock option exercises, receiving gross proceeds of $383, issued 311,632 shares from the vesting of restricted stock units.

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 March 31, 2025 and December 31, 2024, no shares of preferred stock were issued or outstanding.

Stock Incentive Plans

The Company adopted the MaxCyte, Inc. Long-Term Incentive Plan (the “2016 Plan”) in January 2016 to provide for the awarding of (i) stock options, (ii) restricted stock, (iii) incentive shares, and (iv) performance awards, in each case, to employees, officers, and directors of the Company and to other individuals as determined by the Board of Directors of the Company.

In December 2021, the Company adopted the MaxCyte, Inc. 2021 Inducement Plan (the “Inducement Plan”) to provide for the awarding of (i) non-qualified 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.

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, no additional awards can be granted under the 2016 Plan or the Inducement Plan, but all outstanding awards will 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 Inducement Plan are forfeited, the shares underlying such forfeited options will become available for issuance under the 2022 Plan. At the Company’s Annual Meeting of Stockholders held on June 22, 2023, the Company’s stockholders approved an increase by 6,069,000 in the maximum number of shares of common stock to be authorized under the 2022 Plan. At the Company’s Annual Meeting of Stockholders held on June 11, 2024, the Company’s stockholders approved to increase by 2,300,000 the maximum number of shares of common stock authorized to be issued under the 2022 Plan.

At March 31, 2025 and December 31, 2024, there were 3,614,500 and 6,946,000 shares, respectively, available to be issued under the 2022 Plan.

The value of an equity award is recognized as expense on a straight-line basis over the requisite service period. At March 31, 2025, total unrecognized compensation expense was $22,171, which will be recognized over an estimated weighted-average period of 2.7 years.

Stock Options

The weighted-average fair value of the stock options granted during the three months ended March 31, 2025 and 2024 was estimated to be $1.93 and $2.23, per option share, respectively.

Restricted Stock Units (“RSUs”)

The weighted-average fair value of the RSUs granted during the three months ended March 31, 2025 and 2024 was estimated to be $3.49 and $4.36 per RSU, respectively.

Performance Stock Units (“PSUs”)

During the three months ended March 31, 2025 and 2024, the Company awarded 554,938 and 550,838 PSUs, respectively, to certain members of management including executive officers. The PSU awards represent a number of shares of common stock to be earned if a target level of performance, as approved by the Board of Directors, is achieved. The performance period continues through December 31, 2027 for the PSUs awarded during the three months ended March 31, 2025 and through December 31, 2026 for the PSUs awarded during the three months ended March 31, 2024. The actual number of shares of common stock underlying the PSUs to be earned will be between 0% and 125% of the target number of PSUs, depending on the level of achievement of such performance metrics. The weighted-average fair value of the PSUs granted during the three months ended March 31, 2025 and 2024 was estimated to be $3.29 and $4.31 per PSU, respectively. As of March 31, 2025, the Company determined that it was probable that all grants will vest at 100% of the target number of PSUs. Stock-based compensation expense for the PSUs was $345 and $197 for the three months ended March 31, 2025 and 2024, respectively.

Stock-based Compensation Expense

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

5. 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:

The Company reserved $1,219 and $1,718 in inventory allowance as of March 31, 2025 and December 31, 2024, respectively.

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 three months ended March 31, 2025 and 2024, the Company transferred $44 and $100, respectively, of instruments previously classified as inventory to property and equipment leased to customers.

For the three months ended March 31, 2025 and 2024, the Company incurred depreciation and amortization expense of $1,096 and $1,111, respectively.

Intangible Assets and Goodwill

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. Intangible assets with indefinite lives, including goodwill, are not amortized but subject to annual impairment testing. The Company recordedno impairment for the three months ended March 31, 2025 and 2024.

Intangible assets with finite lives as of March 31, 2025, consist of the following, which have been estimated on a preliminary basis and result from the acquisition of SeQure discussed in Note 8:

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.

Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis

The Company hadno financial assets or liabilities measured at fair value on a recurring basis as of March 31, 2025 and December 31, 2024.

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

Money market funds, U.S. Treasury securities and government agency bonds, commercial paper, and corporate debt instruments classified as held-to-maturity are measured at fair value on a non-recurring basis when they are deemed to be impaired on an other-than-temporary basis. The Company periodically reviews investments to assess for credit impairment. Based on its assessment, all unrecognized holding losses were due to factors other than credit loss, such as changes in interest rates. Therefore, no impairment was recognized during the three months ended March 31, 2025 and 2024.

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

The following table summarizes the Company’s financial instruments that were measured at fair value on a non-recurring basis as of December 31, 2024:

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

As described in Note 8, the Company acquired SeQure on January 29, 2025. The acquisition included a contingent consideration agreement where the Company agreed to pay an amount up to $2,500 if SeQure achieves certain revenue

targets over the nexttwo years. The fair value of the contingent consideration was estimated to be of de minimis value on the acquisition date, using an income approach, which considers the expected future cash flows under the agreement. There was no change in the fair value of contingent consideration between the acquisition date and March 31, 2025. Contingent consideration is classified within Level 3 of the Fair Value hierarchy.

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

The Company measures its long-lived assets, including property and equipment, at fair value on a non-recurring basis. These assets are recognized at fair value when they are deemed to be impaired. No impairment was recognized during the three months ended March 31, 2025 and 2024.

7**. Commitments and Contingencies**

Operating Leases

In May 2021, the Company entered into a lease for its headquarters (the “Headquarters Lease”), consisting of an operating lease agreement, as amended, for new office, laboratory, manufacturing, and other space. The lease term expires on August 31, 2035. Under the Headquarters Lease, the Company hasthree five-year options to extend the term of the lease. However, the Company is not reasonably certain to exercise any of these options. During the three months ended March 31, 2025 and 2024, the Company paid $541 and $428, respectively, in rent on the Headquarters Lease.

Upon the acquisition of SeQure, the Company assumed SeQure’s headquarters lease (the “SeQure Lease”) consisting of an operating lease agreement, as amended, for office and laboratory space. The lease term expires on December 31, 2027. Under the Headquarters Lease, the Company hasone five-year option to extend the term of the lease. However, the Company is not reasonably certain to exercise this option. During the three months ended March 31, 2025, the Company paid $67 included in rent on the SeQure Lease.

The Company hadno finance leases as of March 31, 2025 and December 31, 2024.

The components of lease cost and supplemental balance sheet information for the Company’s lease portfolio were as follows:

The following table reconciles the remaining minimum lease payments to lease liabilities as of March 31, 2025:

8**. Business Combination**

On January 29, 2025, the Company acquired 100% of the voting interests in SeQure Inc., a provider of on-target and off-target gene-editing assessment services for cell and gene therapies. This strategic acquisition strengthens the Company’s ability to serve ex-vivo and in-vivo cell and gene therapy developers with an innovative suite of tools and services spanning early research and development through clinical development and commercialization. By integrating SeQure into the Company, the Company will expand its service offerings and leverage its commercial and field application scientist teams to work with developers earlier in their research processes. The preliminary purchase price was $2,314, substantially consisting of cash paid at closing. The Company’s payment of $2,356 at closing in transaction costs and payables on behalf of SeQure were excluded from the purchase price and recorded as assumed expenses in the preliminary purchase price allocation below. Contingent consideration will be paid to former holders of convertible promissory notes if SeQure exceeds certain revenue targets for the years ending December 31, 2025 and 2026. The Company determined that the fair value of the contingent consideration was de minimis at the time of acquisition, and therefore, attributed none of the preliminary purchase price to the contingent consideration. The maximum amount of potential contingent consideration that could be paid is $2,500.

The major classes of assets and liabilities to which we have allocated the purchase price are as follows:

See Note 5 for the purchase price allocated on a preliminary basis to specific intangible assets.

The purchase price allocation presented above is preliminary. The primary areas of the preliminary purchase price allocations that are not yet finalized relate to the fair value of certain tangible and intangible assets acquired and liabilities assumed, and residual goodwill. Goodwill includes an assembled workforce and technological synergies with the Company’s current offerings and know-how that does not qualify for separate intangible recognition under US GAAP. The Company has not concluded whether the goodwill recognized in this transaction will be deductible for tax purposes, and has not yet finalized its analysis and has not recorded any tax accounts in preliminary allocation above. The Company expects to continue to obtain information to assist in determining the fair values of the net assets acquired at the acquisition dates during the measurement periods. Any adjustments to the preliminary purchase price allocation identified during the measurement period, which will not exceed one year from the acquisition date, will be accounted for prospectively.

The Company incurred approximately $915 in transaction expenses related to the acquisition of SeQure which is included in general and administrative expenses in the Company’s statement of operations for the three months ended March 31, 2025.

The financial results of SeQure have been included in the Company’s consolidated financial statements since the date of acquisition. The Company’s consolidated statement of operations includes revenue and net loss of $172 and $1,064, respectively, attributable to SeQure for the three months ended March 31, 2025.

The following are supplemental pro forma consolidated financial results of the Company, if the acquisition of SeQure had been consummated on January 1, 2024:

The pro-forma operating loss for the three months ended March 31, 2025 includes non-recurring charges of approximately $915 for the Company’s transaction expenses and $1,669 for SeQure’s acquisition-related expenses, which were actually incurred in the three months ended March 31, 2025.

T

The Company hasone reportable segment, cell engineering technology. The cell engineering technology segment generates revenue principally from the sale of instruments and PAs and consumables to the Company’s customers, and research and clinical license fees, as well as program-related revenues which consist of revenues earned when the Company’s SPL customers achieve development and regulatory milestones and sales royalties. 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, Chief Financial Officer, and Chief Commercial Officer. The CODM assesses performance for the cell engineering technology segment and decides how to allocate resources based on net income and core revenues. Core revenue includes instrument sales, PAs and consumables, as well as fees from research and clinical licenses, and functional licenses, while non-core revenue consists of SPL program-related revenue. We recognize both core and non-core revenue in accordance with U.S. GAAP. The CODM used net income 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 establishing Management’s compensation. The measure of segment assets is reported on the 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 income (loss):

Revenue by geographic location is provided below. Other than the United States, no jurisdiction accounted for greater than 10% of the Company’s revenues for the three months ended March 31, 2025 and 2024.

As of March 31, 2025, and December 31, 2024, substantially all of the Company’s assets were located in the United States.

During the three months ended March 31, 2025, the Company sold $2 in products to a customer whose Board of Directors includes a member who also serves on the Company’s Board of Directors.