MAXCYTE, INC.

Previous wording

We are a leading commercial cell engineering company focused on providing enabling platform technologies to advance the discovery, development, and commercialization of next-generation cell therapeutics including cell and gene therapies and to support innovative cell-based research and development. Over more than two decades, we have developed and commercialized our proprietary Flow Electroporation® technology, which is used by biopharmaceutical companies to facilitate complex engineering of a wide variety of cells. Electroporation is a method of transfection, or the process of deliberately introducing molecules into cells, that involves applying an electric field in order to temporarily increase the permeability of the cell membrane. This precisely controlled increase in permeability allows the intracellular delivery of molecules, such as genetic material and proteins, that would not normally be able to cross the cell membrane as easily.

Current wording

We are a commercial cell engineering company focused on providing enabling platform technologies to advance the discovery, development, and commercialization of next-generation cell therapeutics including cell and gene therapies and to support innovative cell-based research and development. Over more than two decades, we have developed and commercialized our proprietary Flow Electroporation® technology, which is used by biopharmaceutical companies to facilitate complex engineering of a wide variety of cells. Electroporation is a method of transfection, or the process of deliberately introducing molecules into cells, that involves applying an electric field in order to temporarily increase the permeability of the cell membrane. This precisely controlled increase in permeability allows the intracellular delivery of molecules, such as genetic material and proteins, that would not normally be able to cross the cell membrane as easily.

Previous wording

From leading commercial cell therapy drug and biologic developers and top biopharmaceutical companies to top academic and government research institutions, including the U.S. National Institutes of Health, our customers have extensively validated our technology. We believe the features and performance of our platform have led to sustained customer engagement. Our existing customer base, which includes but is not limited to our 29 SPL partners, ranges from large biopharmaceutical companies, including a majority of the top 25 pharmaceutical companies based on 2024 global revenue, to hundreds of biotechnology companies and academic centers focused on translational research. Our Flow Electroporation technology is used by one of our SPL partners to engineer the first ex-vivo cell therapy approved by the FDA in December 2023.

Current wording

From leading commercial cell therapy drug and biologic developers and top biopharmaceutical companies to top academic and government research institutions, including the U.S. National Institutes of Health, our customers have extensively validated our technology. We believe the features and performance of our platform have led to sustained customer engagement. Our existing customer base, which includes but is not limited to our 31 SPL partners, ranges from large biopharmaceutical companies, including a majority of the top 25 pharmaceutical companies based on 2024 global revenue, to hundreds of biotechnology companies and academic centers focused on translational research. Our Flow Electroporation technology is used by one of our SPL partners to engineer the first ex-vivo cell therapy approved by the FDA in December 2023.

Previous wording

Since our inception, we have incurred significant operating losses. Our ability to generate revenue sufficient to achieve profitability will depend on the successful further development, commercialization adoption, and market acceptance of our products. We generated revenue of $10.4 million and incurred a net loss of $10.3 million for the three months ended March 31, 2025. As of March 31, 2025, we had an accumulated deficit of $227.1 million. We expect to continue to incur net losses as we focus on growing commercial sales of our products in both the U.S. and international markets, including growing our sales force, scaling our manufacturing operations, and continuing research and development efforts to develop new products and further enhance our existing products.

Current wording

Since our inception, we have incurred significant operating losses. Our ability to generate revenue sufficient to achieve profitability will depend on the successful further development, commercialization adoption, and market acceptance of our products. We generated revenue of $18.9 million and incurred a net loss of $22.6 million for the six months ended June 30, 2025. As of June 30 2025, we had an accumulated deficit of $240.0 million. We expect to continue to incur net losses as we focus on growing commercial sales of our products in both the U.S. and international markets, including growing our sales force, scaling our manufacturing operations, and continuing research and development efforts to develop new products and further enhance our existing products.

Previous wording

In January 2025, weacquired SeQure Dx, (“SeQure”) a provider of on-target and off-target editing assessment services for cell and gene therapies. We expect that this acquisition will strengthen our ability to serveex vivo andin vivo cell and gene therapy developers with an innovative suite of tools and services spanning early R&D through clinical development and commercialization. We anticipate that successful integration of SeQure into our Company (which is not guaranteed) will allow us to expand our service offerings for our partners and leverage our commercial and field application scientist teams to work with developers earlier in their research processes. See Note 8 – Business Combination in the Notes to the Consolidated Financial Statements in Item 1 of this Quarterly Report on Form 10-Q for more information.

Current wording

In January 2025, weacquired SeQure Dx, Inc. (“SeQure”) a provider of on-target and off-target editing assessment services for cell and gene therapies. We expect that this acquisition will strengthen our ability to serveex vivo andin vivo cell and gene therapy developers with an innovative suite of tools and services spanning early R&D through clinical development and commercialization. We anticipate that successful integration of SeQure into our Company (which is not guaranteed) will allow us to expand our service offerings for our partners and leverage our commercial and field application scientist teams to work with developers earlier in their research processes. See Note 8 – Business Combination in the Notes to the Consolidated Financial Statements in Item 1 of this Quarterly Report on Form 10-Q for more information.

Previous wording

We have continued to enter into SPL agreements with our cell therapy customers. These agreements, which are discussed in more detail under the caption “Results of Operations” below, provide us with revenue from instrument sales and leases and disposables sales as well as pre-commercial milestones based on progress of our partners’ programs through the clinic and sales-based payments upon commercialization of our partners’ programs. In the first quarter of 2025, we signed an SPL agreement with a new partner, TG Therapeutics. We continue to grow our SPL pipeline and, while the specific timing of any agreement is uncertain, we look forward to continuing to build on our existing SPL partnerships and develop additional SPL partnerships in the future.

Current wording

We have continued to enter into SPL agreements with our cell therapy customers. These agreements, which are discussed in more detail under the caption “Results of Operations” below, provide us with revenue from instrument sales and leases and disposables sales as well as pre-commercial milestones based on progress of our partners’ programs through the clinic and sales-based payments upon commercialization of our partners’ programs. In 2025, we have signed SPL agreements with three new partners, TG Therapeutics, Anocca AB and Adicet Bio. We continue to grow our SPL pipeline and, while the specific timing of any agreement is uncertain, we look forward to continuing to build on our existing SPL partnerships and develop additional SPL partnerships in the future.

Previous wording

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

Current wording

In order to evaluate how our sales are trending across key markets, as well as the contribution of program economics from our SPL agreements, we separately analyze our core revenue and our performance-based milestone revenues we recognize under our SPL agreements. Core revenue includes instrument sales, PAs and consumables, research and clinical licenses,

Previous wording

Total revenue for the three months ended March 31, 2025 was $10.4 million, a decrease of $0.9 million, or 8%, compared to $11.3 million during the three months ended March 31, 2024. The decrease was primarily driven by a decrease in program-related revenue and instrument revenue, offset by an increase in PA revenue in the amounts shown in the table above.

Current wording

Total revenue for the three months ended June 30, 2025 was $8.5 million, a decrease of $1.9 million, or 18%, compared to $10.4 million during the three months ended June 30, 2024. The decrease was primarily driven by a decrease in program-related revenue, offset by an increase in a core revenue in the amounts shown in the table above.

Previous wording

The $1.0 million decrease in program-related revenues for the three months ended March 31, 2025 compared to the three months ended March 31, 2024 resulted from customer variability in achievement of contractually specified clinical and regulatory milestones during the respective periods. We expect program-related revenue to continue to experience variability for some time, although we anticipate that variability may moderate as the volume of SPL partnerships and associated milestones grows and matures.

Current wording

The $2.5 million decrease in program-related revenues for the three months ended June 30, 2025 compared to the three months ended June 30, 2024 resulted from customer variability in achievement of contractually specified clinical and regulatory milestones during the respective periods. We expect program-related revenue to continue to experience variability for some time, although we anticipate that variability may moderate as the volume of SPL partnerships and associated milestones grows and matures.

Previous wording

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

Current wording

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

Previous wording

During the three months ended March 31, 2025, gross margin was 86% compared to 88% for the three months ended March 31, 2024. The decrease in gross margin was primarily due to a decrease in program-related revenue.

Current wording

During the three months ended June 30, 2025, gross margin was 82% compared to 86% for the three months ended June 30, 2024. The decrease in gross margin was primarily due to a decrease in program-related revenue.

Previous wording

Cost of goods sold increased by $0.1 million, or 7%, for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. The increase was primarily driven by increases in disposable sales and assay services.

Current wording

Cost of goods sold increased by $31,000, or 2%, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. The increase was primarily driven by increases in instrument and PA sales.

Previous wording

Gross profit decreased by $1.0 million, or 11%, for the three months ended March 31, 2025 compared to the three months ended March, 2024. The decrease was primarily driven by the decrease in program-related revenue.

Current wording

Gross profit decreased by $2.0 million, or 22%, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. The decrease was primarily driven by the decrease in program-related revenue.

Previous wording

Research and development expenses consist primarily of costs incurred for our research activities related to advancing our technology and development of applications for our technology, including research into specific applications and associated data development, process development, product development (e.g., development of instruments and disposables, including hardware and software engineering) and design and other costs not directly charged to inventory or cost of goods sold.

Current wording

Research and development expenses consist primarily of costs incurred for our research activities related to advancing our technology and development of applications for our technology, including research into specific applications and associated data development, process development, product development (e.g., development of instruments and disposables, including hardware and software engineering, and assays) and design and other costs not directly charged to inventory or cost of goods sold.

Previous wording

compensation expense primarily due to one-time severance charge during the three months ended March 31, 2024, and a $0.4 million decrease in lab expense, offset by a $0.2 million increase in engineering expenses, both due to timing of expenses.

Current wording

engineering expenses and a $0.2 million increase in professional fees, both due to timing of expenses. The increases were offset by a $0.3 million decrease in stock-based compensation, and a $0.2 million decrease in lab expense.

Previous wording

Research and development expenses decreased by $0.8 million, or 12%, for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. The decrease was primarily driven by a $0.5 million decrease in

Current wording

Sales and marketing expenses decreased by $0.8 million, or 13%, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. The decrease was primarily driven by a $0.6 million decrease in compensation expenses due to a reduction in headcount, and a $0.2 million decrease in stock-based compensation.

Previous wording

Interest income represents interest on our cash balances and investments, Interest income decreased $0.7 million, or 26% for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. The decrease was driven by decreases in interest rates and average cash and investment balances during the three months ended March 31, 2025.

Current wording

Interest income represents interest on our cash balances and investments. Interest income decreased $0.7 million, or 28% for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. The decrease was driven by decreases in interest rates and average cash and investment balances during the three months ended June 30, 2025.

Previous wording

Total core revenue for the three months ended March 31, 2025 was $8.2 million, an increase of $55,000, or 1%, compared to the three months ended March 31, 2024. Our overall increase in core revenue was primarily driven by increases in PA revenue of $0.4 million and assay service revenue of $.1 million, offset by a decrease in instrument sales of $0.5 million.

Current wording

Total core revenue for the six months ended June 30, 2025 was $16.4 million, an increase of $0.7 million, or 4%, compared to the six months ended June 30, 2024. Our overall increase in core revenue was primarily driven by increases in PA revenue of $0.6 million and assay service revenue of $0.2 million, offset by a decrease in instrument sales of $0.1 million.

Previous wording

Sales and marketing expenses decreased by $1.7 million, or 23%, for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. The decrease was primarily driven by a $1.1 million decrease in compensation expenses due to a reduction in headcount during the three months ended March 31, 2025 and one-time severance changes during the three months ended March 31, 2024, a $0.4 million decrease in professional fees due to timing of expenses, and a $0.2 million decrease in travel expense, commensurate with the reduction in headcount.

Current wording

Sales and marketing expenses decreased by $2.5 million, or 18%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The decrease was primarily driven by a $1.5 million decrease in compensation expenses due to a reduction in headcount, a $0.4 million decrease in travel expense commensurate with the reduction in headcount, a $0.4 million decrease in professional fees, and a $0.2 million decrease in stock-based compensation.

Previous wording

Depreciation and amortization expense decreased by 7,000, or 2% for the three months ended March 31, 2025, compared to the three months ended March 31, 2024.

Current wording

Depreciation and amortization expense increased by $39,000, or 2%, for the six months ended June 30, 2025, compared to the six months ended June 30, 2024.

Previous wording

Since our inception, we have experienced losses and negative cash flows from operations. For the three months ended March 31, 2025, we incurred a net loss of $10.3 million. As of March 31, 2025, we had an accumulated deficit of $227.1 million. To date, we have funded our operations primarily with proceeds from sales of common stock, borrowings under loan agreements and cash flows associated with sales and licenses of our products to customers. On August 3, 2021, we completed our U.S. IPO, generating gross proceeds of $201.8 million. We received net proceeds of $184.3 million after deducting aggregate underwriting commissions and offering expenses of $17.6 million.

Current wording

Since our inception, we have experienced losses and negative cash flows from operations. For the six months ended June 30, 2025, we incurred a net loss of $22.6 million. As of June 30, 2025, we had an accumulated deficit of $239.5 million. To date, we have funded our operations primarily with proceeds from sales of common stock, borrowings under loan agreements and cash flows associated with sales and licenses of our products to customers. On August 3, 2021, we completed our U.S. IPO, generating gross proceeds of $201.8 million. We received net proceeds of $184.3 million after deducting aggregate underwriting commissions and offering expenses of $17.6 million.

Previous wording

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

Current wording

Net cash used in operating activities for the six months ended June 30, 2025 was $24.3 million, and consisted primarily of our net loss of $22.6 million, which was offset in part by net non-cash expenses of $7.8 million. Net non-cash expenses include stock-based compensation of $6.6 million, depreciation and amortization expenses of $2.2 million, and an aggregate $0.6 million in other non-cash charges offset by amortization of discounts on investments of $1.6 million. We also had net cash outflows of $9.5 million due to changes in our operating assets and liabilities. Net changes in our operating assets and liabilities consisted primarily of a decrease in accounts payable and accrued expenses of $5.4 million due to timing considerations, a decrease in deferred revenue and other liabilities of $2.9 million, an increase in accounts receivable of $1.1 million, an increase in other assets of $1.1 million, and a decrease in operating lease liabilities of $0.6 million, offset by a decrease in prepaid expenses and other current assets of $0.8 million and a decrease in inventory of $0.8 million.

Previous wording

Net cash used in operating activities for the three months ended March 31, 2024 was $10.6 million, and consisted primarily of our net loss of $9.5 million, offset in part by net non-cash expenses of $2.4 million, including stock-based compensation of $3.0 million, depreciation and amortization expenses of $1.1 million, aggregate other non-cash charges of $0.3 million, offset by amortization of discounts on investments of $2.0 million. We also had net cash outflows of $3.4 million due to changes in our operating assets and liabilities. Net changes in our operating assets and liabilities consisted primarily of a decrease in accounts payable and accrued expenses of $3.3 million due to timing considerations, a decrease in deferred revenue of $0.6 million, an increase in accounts receivable of $0.3. million and a decrease in operating lease liabilities of $0.1 million, offset by a decrease in prepaid expenses and other current assets of $0.7 million and a decrease in inventory of $0.2 million.

Current wording

Net cash used in operating activities for the six months ended June 30, 2024 was $15.4 million, and consisted primarily of our net loss of $18.9 million, which was offset in part by net non-cash expenses of $5.7 million. Net non-cash expenses include stock-based compensation of $6.6 million, depreciation and amortization expenses of $2.2 million, and an aggregate $0.6 million in other non-cash charges offset by amortization of discounts on investments of $3.7 million. We also had net cash outflows of $2.2 million due to changes in our operating assets and liabilities. Net changes in our operating assets and liabilities consisted primarily of a decrease in accounts payable and accrued expenses of $3.5 million due to timing considerations, a decrease in deferred revenue of $1.7 million, an increase in other assets of $0.3 million, and a decrease in operating lease liabilities of $0.2 million, offset by a decrease in prepaid expenses and other current assets of $1.3 million, a decrease in accounts receivable of $1.3 million, and a decrease in inventory of $0.8 million.

Previous wording

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

Current wording

Net cash provided by investing activities during the six months ended June 30, 2025 was $11.1 million, which was primarily attributable to maturities of investments of $77.6 million, offset by purchases of investments of $63.5 million, $1.8 million for the acquisition of SeQure, net of cash acquired, and purchases of property and equipment of $1.2 million.

Previous wording

Net cash used in investing activities during the three months ended March 31, 2024 was $14.4 million, which was primarily due to purchases of investments of $48.0 million and purchases of property and equipment of $0.8 million, offset by maturities of investments of $34.4 million.

Current wording

Net cash provided by investing activities during the six months ended June 30, 2024 was $5.0 million, which was primarily due maturities of investments of $85.4 million, offset by purchases of investments of $79.4 million and purchases of property and equipment of $1.1 million.

Previous wording

Net cash provided by financing activities during the three months ended March 31, 2025 and 2024 was $0.4 million and $0.7 million, respectively, from the exercise of stock options.

Current wording

Net cash provided by financing activities during the six months ended June 30, 2025 and 2024 was $0.5 million and $1.4 million, respectively, from the exercise of stock options and employee purchases of common stock from our employee stock purchase plan.

Previous wording

Our contractual obligations and commitments as of March 31, 2025 consisted exclusively of operating lease obligations. In May 2021, we entered into the Headquarters Lease for new office, lab and warehouse/manufacturing space. The Headquarters Lease term expires on August 31, 2035. The total incremental remaining non-cancellable lease payments under the Headquarters Lease was $25.6 million through the lease term. Upon acquisition of SeQure, we assumed the SeQure Lease, which term expires December 31, 2027. The total incremental remaining non-cancellable lease payments under the SeQure lease was $1.1 million throughout the lease term. We expect to be able to fund our obligations under these leases, both in the short-term and in the long-term, from cash on hand, investments and operating cash flows.

Current wording

Our contractual obligations and commitments as of June 30, 2025 consisted primarily of operating lease obligations. In May 2021, we entered into the Headquarters Lease for new office, lab and warehouse/manufacturing space. The Headquarters Lease term expires on August 31, 2035. The total incremental remaining non-cancellable lease payments under the Headquarters Lease was $25.0 million through the lease term. Upon acquisition of SeQure, we assumed the SeQure Lease, which term expires on December 31, 2027. The total incremental remaining non-cancellable lease payments under the SeQure lease was $1.1 million throughout the lease term. We expect to be able to fund our obligations under these leases, both in the short-term and in the long-term, from cash on hand, investments and operating cash flows.

Previous wording

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

Current wording

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

Previous wording

Assets acquired and liabilities assumed as part of a business acquisition are generally recorded at their fair value at the date of acquisition. The excess of purchase price over the fair value of assets acquired and liabilities assumed is recorded as goodwill. Determining fair value of intangible assets, requires management to make estimates, which are based on all available information and in some cases assumptions with respect to the timing and amount of future revenues and expenses associated with an asset. These estimates affect the amount of consideration that is allocable to assets and liabilities acquired in the business acquisition. The Company recorded $360,000 in developed technology upon the acquisition of SeQure.

Current wording

Assets acquired and liabilities assumed as part of a business acquisition are generally recorded at their fair value at the date of acquisition. The excess of purchase price over the fair value of assets acquired and liabilities assumed is recorded as goodwill. Determining fair value of intangible assets, requires management to make estimates, which are based on all available information and in some cases assumptions with respect to the timing and amount of future revenues and expenses associated with an asset. These estimates affect the amount of consideration that is allocable to assets and liabilities acquired in the business acquisition. The Company recorded $432,000 in developed technology upon the acquisition of SeQure.

Previous wording

We will remain an EGC until the earliest of: (i) December 31, 2026, which is the last day of the fiscal year following the fifth anniversary of our IPO in the U.S.; (ii) the last day of the first fiscal year in which our annual gross revenue is $1.235 billion or more; (iii) the date on which we have, during the previous rolling three-year period, issued more than $1 billion in non-convertible debt securities; and (iv) the last day of the fiscal year in which the market value of our common stock held by non-affiliates exceeded $700 million as of June 30 of such fiscal year. The Company expects to retain its emerging growth company (“EGC”) status through the last day of the fiscal year following the fifth anniversary of the first sale of its registered common equity, that is, through December 31, 2026.

Current wording

We will remain an EGC until the earliest of: (i) December 31, 2026, which is the last day of the fiscal year following the fifth anniversary of our IPO in the U.S.; (ii) the last day of the first fiscal year in which our annual gross revenue is $1.235 billion or more; (iii) the date on which we have, during the previous rolling three-year period, issued more than $1 billion in non-convertible debt securities; and (iv) the last day of the fiscal year in which the market value of our common stock held by non-affiliates exceeded $700 million as of June 30 of such fiscal year. The Company expects to retain its EGC status through the last day of the fiscal year following the fifth anniversary of the first sale of its registered common equity, that is, through December 31, 2026.