PROCEPT BioRobotics Corp

Previous wording

We are a surgical robotics company focused on advancing patient care by developing transformative solutions in urology. We develop, manufacture and sell the AquaBeam Robotic System and HYDROS Robotic System, which are advanced, image-guided, surgical robotic systems for use in minimally invasive urologic surgery, with an initial focus on treating benign prostatic hyperplasia, or BPH. BPH is the most common prostate disease and impacts approximately 40 million men in the United States. Each of our robotic systems employs a single-use disposable handpiece to deliver our proprietary Aquablation therapy, which combines real-time, multi-dimensional imaging, personalized treatment planning, automated robotics and heat-free waterjet ablation for targeted and rapid removal of prostate tissue. We designed our robotic systems to enable consistent and reproducible BPH surgery outcomes. We believe that Aquablation therapy represents a paradigm shift in the surgical treatment of BPH by addressing compromises associated with alternative surgical interventions. We designed Aquablation therapy to deliver effective, safe and durable outcomes for males suffering from lower urinary tract symptoms, or LUTS, due to BPH that is independent of prostate size and shape, and delivers resection independent of surgeon experience. We have developed a significant and growing body of clinical evidence, which includes nine clinical studies and over 150 peer-reviewed publications, supporting the benefits and clinical advantages of Aquablation therapy. As of September 30, 2025, we had an install base of 835 AquaBeam Robotic Systems and HYDROS Robotic Systems globally, including 653 in the United States.

Current wording

We are a surgical robotics company focused on advancing patient care by developing transformative solutions in urology. We develop, manufacture and sell the AquaBeam Robotic System and HYDROS Robotic System, which are advanced, image-guided, surgical robotic systems for use in minimally invasive urologic surgery, with an initial focus on treating benign prostatic hyperplasia, or BPH. BPH is the most common prostate disease and impacts approximately 40 million men in the United States. Each of our robotic systems employs a single-use disposable handpiece to deliver our proprietary Aquablation therapy, which combines real-time, multi-dimensional imaging, personalized treatment planning, automated robotics and heat-free waterjet ablation for targeted and rapid removal of prostate tissue. We designed our robotic systems to enable consistent and reproducible BPH surgery outcomes. We believe that Aquablation therapy represents a paradigm shift in the surgical treatment of BPH by addressing compromises associated with alternative surgical interventions. We designed Aquablation therapy to deliver effective, safe and durable outcomes for males suffering from lower urinary tract symptoms, or LUTS, due to BPH that is independent of prostate size and shape, and delivers resection independent of surgeon experience. We have developed a significant and growing body of clinical evidence, which includes nine clinical studies and over 150 peer-reviewed publications, supporting the benefits and clinical advantages of Aquablation therapy. As of March 31, 2026, we had an install base of 971 AquaBeam Robotic Systems and HYDROS Robotic Systems globally, including 765 in the United States.

Previous wording

We generated revenue of $231.7 million and incurred a net loss of $65.7 million for the nine months ended September 30, 2025, compared to revenue of $156.3 million and a net loss of $72.6 million for the nine months ended September 30, 2024. As of September 30, 2025, we had cash and cash equivalents of $294.3 million and an accumulated deficit of $611.7 million.

Current wording

We generated revenue of $83.1 million and incurred a net loss of $31.6 million for the three months ended March 31, 2026, compared to revenue of $69.2 million and a net loss of $24.7 million for the three months ended March 31, 2025. As of March 31, 2026, we had cash and cash equivalents of $245.6 million and an accumulated deficit of $673.2 million.

Previous wording

•Grow our install base of robotic systems: As of September 30, 2025, we had an install base of 835 robotic systems globally, including 653 in the United States. In the United States, we are initially focused on driving adoption of Aquablation therapy among urologists that perform hospital-based resective BPH surgery. We target approximately 2,700 hospitals that perform resective BPH procedures in the United States. To penetrate these hospitals, we expect to continue to increase our direct team of capital sales representatives, who are focused on driving system placement within hospitals by engaging with key surgeons and decision makers to educate them about the compelling value proposition of Aquablation therapy. As we increase our install base of robotic systems, we expect our revenue to increase as a result of the system sale and resulting utilization.

Current wording

•Grow our install base of robotic systems: As of March 31, 2026, we had an install base of 971 robotic systems globally, including 765 in the United States. In the United States, we are initially focused on driving adoption of Aquablation therapy among urologists that perform hospital-based resective BPH surgery. We target approximately 2,700 hospitals that perform resective BPH procedures in the United States. To penetrate these hospitals, we expect to continue to increase our direct team of capital sales representatives, who are focused on driving system placement within hospitals by engaging with key surgeons and decision makers to educate them about the compelling value proposition of Aquablation therapy. As we increase our install base of robotic systems, we expect our revenue to increase as a result of the system sale and resulting utilization.

Previous wording

We generate our revenue primarily from the sales and leases of our robotic systems, sales of our single-use disposable handpieces that are used during each surgery performed with our system, and related accessories. Additionally, we also derive revenue from service and repair, and extended service contracts with our existing customers. We expect our revenue to increase in absolute dollars for the foreseeable future as we continue to focus on driving adoption of Aquablation therapy, and increased system utilization, though it may fluctuate from quarter to quarter.

Current wording

We generate our revenue primarily from the sales and rentals of our robotic systems, sales of our single-use disposable handpieces that are used during each surgery performed with our system, and related accessories. Additionally, we also derive revenue from service and repair and extended service contracts with our existing customers. We expect our revenue to increase in absolute dollars for the foreseeable future as we continue to focus on driving adoption of Aquablation therapy, and increased system utilization, though it may fluctuate from quarter to quarter.

Previous wording

Selling, general and administrative, or SG&A, expenses consist primarily of compensation for personnel, including stock-based compensation, related to selling, marketing, clinical affairs, professional education, finance, information technology, and human resource functions. SG&A expenses also include commissions, training, travel expenses, promotional activities, conferences, trade shows, professional services fees, audit fees, legal fees, insurance costs and general corporate expenses including allocated facilities-related expenses. Post-market clinical study expenses include trial design, site reimbursement, data management and travel expenses. We expect our SG&A expenses to increase in absolute dollars for the foreseeable future as we expand our commercial infrastructure in order for us to execute on our long-term growth plan, though it may fluctuate from quarter to quarter. However, over time, we expect our SG&A expenses to decrease as a percentage of revenue.

Current wording

Selling, general and administrative, or SG&A, expenses consist primarily of compensation for personnel, including stock-based compensation, related to selling, marketing, clinical affairs, professional education, finance, information technology, and human resource functions. SG&A expenses also include commissions, training, travel expenses, promotional activities, conferences, trade shows, professional services fees, audit fees, legal fees, insurance costs, bad debt expense and general corporate expenses including allocated facilities-related expenses. Post-market clinical study expenses include trial design, site reimbursement, data management and travel expenses. We expect our SG&A expenses to increase in absolute dollars for the foreseeable future as we expand our commercial infrastructure in order for us to execute on our long-term growth plan, though it may fluctuate from quarter to quarter. However, over time, we expect our SG&A expenses to decrease as a percentage of revenue.

Previous wording

Comparison of Three and Nine Months Ended September 30, 2025 and 2024

Current wording

Comparison of Three Months Ended March 31, 2026 and 2025

Previous wording

Revenue increased $25.0 million, or 43%, to $83.3 million during the three months ended September 30, 2025, compared to $58.4 million during the three months ended September 30, 2024, and increased $75.4 million, or 48%, to $231.7 million during the nine months ended September 30, 2025, compared to $156.3 million during the nine months ended September 30, 2024. The growth in revenue was primarily attributable to $73.9 million and $203.8 million in revenue derived from the United States for the three and nine months ended September 30, 2025, respectively. The increase was due to higher sales volumes of system sales, handpieces, other consumables, and service contracts.

Current wording

Revenue increased $14.0 million, or 20%, to $83.1 million during the three months ended March 31, 2026, compared to $69.2 million during the three months ended March 31, 2025. The growth in revenue was primarily attributable to $72.0 million in revenue derived from the United States for the three months ended March 31, 2026. The increase was due to higher sales volumes of system sales, handpieces, other consumables, and service contracts.

Previous wording

Cost of sales increased $7.9 million, or 37%, to $29.3 million during the three months ended September 30, 2025, compared to $21.5 million during the three months ended September 30, 2024, and increased $18.9 million, or 30%, to $81.8 million during the nine months ended September 30, 2025, compared to $62.8 million for the nine months ended September 30, 2024. The increase in cost of sales was primarily attributable to the growth in the number of units sold.

Current wording

Cost of sales increased $4.2 million, or 17%, to $29.2 million during the three months ended March 31, 2026, compared to $25.0 million during the three months ended March 31, 2025. The increase in cost of sales was primarily attributable to the growth in the number of units sold.

Previous wording

Gross margin increased to 65% during the three months ended September 30, 2025, compared to 63% for the three months ended September 30, 2024, and increased to 65% during the nine months ended September 30, 2025, compared to 60% during the nine months ended September 30, 2024. The increase in gross margin was primarily attributable to the growth in unit sales, which allowed us to spread the fixed portion of our manufacturing overhead costs over more production units, and to a lesser extent, an increase in average selling prices on both our system sales and handpieces.

Current wording

Gross margin increased to 65% during the three months ended March 31, 2026, compared to 64% for the three months ended March 31, 2025. The increase in gross margin was primarily attributable to the growth in unit sales, which allowed us to spread the fixed portion of our manufacturing overhead costs over more production units, and to a lesser extent, an increase in average selling prices on both our system sales and handpieces.

Previous wording

R&D expenses increased $1.5 million, or 9%, to $18.2 million during the three months ended September 30, 2025, compared to $16.6 million during the three months ended September 30, 2024, and increased $5.0 million, or 11%, to $52.2 million during the nine months ended September 30, 2025, compared to $47.2 million for the nine months ended September 30, 2024. The increase in R&D expenses was primarily due to employee-related expenses of our R&D organization such as salaries and wages and stock-based compensation. These expenses support ongoing product improvements and the development of additional and next generation technologies.

Current wording

R&D expenses increased $5.1 million, or 31%, to $21.5 million during the three months ended March 31, 2026, compared to $16.4 million during the three months ended March 31, 2025. The increase in R&D expenses was primarily due to employee-related expenses of our R&D organization such as salaries and wages and stock-based compensation. These expenses support ongoing product improvements and the development of additional and next generation technologies.

Previous wording

SG&A expenses increased $16.3 million, or 38%, to $59.0 million during the three months ended September 30, 2025, compared to $42.7 million during the three months ended September 30, 2024, and increased $47.4 million, or 39%, to $170.5 million during the nine months ended September 30, 2025, compared to $123.1 million for the nine months ended September 30, 2024. The increase in SG&A expenses was primarily due to employee-related expenses of our sales and marketing organization such as salaries and wages and stock-based compensation expense primarily to expand the commercial organization, and employee-related expenses of our administrative organization such as salaries and wages and stock-based compensation expense, to drive and support our growth in revenue. In addition, vesting of $3.0 million of stock-based compensation expense related to the retirement of our former CEO was accelerated in accordance with the original grant terms, and the we recognized $0.7 million in cash severance related to the retirement.

Current wording

SG&A expenses increased $9.9 million, or 18%, to $65.1 million during the three months ended March 31, 2026, compared to $55.2 million during the three months ended March 31, 2025. The increase in SG&A expenses was primarily due to employee-related expenses of our sales and marketing organization such as salaries and wages and stock-based compensation expense primarily to expand the commercial organization, and employee-related expenses of our administrative organization such as salaries and wages and stock-based compensation expense, to drive and support our growth in revenue.

Previous wording

Interest expense decreased approximately $0.2 million, or 19%, to $0.9 million during the three months ended September 30, 2025, compared to $1.1 million during the three months ended September 30, 2024, and decreased $0.5 million, or 16%, to $2.7 million during the nine months ended September 30, 2025, compared to $3.2 million during the nine months ended September 30, 2024. The decrease in interest expense was primarily due to a decrease in the interest rate as compared to the prior period.

Current wording

Interest expense decreased approximately $0.1 million, or 7%, to $0.8 million during the three months ended March 31, 2026, compared to $0.9 million during the three months ended March 31, 2025. The decrease in interest expense was primarily due to a decrease in the interest rate as compared to the prior period.

Previous wording

Interest and other income, net, increased $0.1 million for the three months ended September 30, 2025, and increased $2.2 million during the nine months ended September 30, 2025. The increase was primarily due to an increase in interest income, which was due to our increased cash balances.

Current wording

Interest and other income, net, decreased $1.8 million for the three months ended March 31, 2026. The decrease was primarily due to a decrease in interest income, which was due to our decreased cash balances.

Previous wording

As of September 30, 2025, we had cash and cash equivalents of $294.3 million, an accumulated deficit of $611.7 million, and $52.0 million outstanding on our loan facility. We expect our expenses will increase for the foreseeable future, as we continue to make substantial investments in sales and marketing, operations and research and development. Our future funding requirements will depend on many factors, including:

Current wording

As of March 31, 2026, we had cash and cash equivalents of $245.6 million, an accumulated deficit of $673.2 million, and $52.0 million outstanding on our loan facility. We expect our expenses will increase for the foreseeable future, as we continue to make substantial investments in sales and marketing, operations and research and development. Our future funding requirements will depend on many factors, including:

Previous wording

Based on our operating plan, we currently believe that our existing cash and cash equivalents and anticipated revenue will be sufficient to meet our capital requirements and fund our operations through at least the next twelve months from the issuance date of the financial statements included in the Quarterly Report on Form 10-Q. We have based this estimate on assumptions that may prove to be wrong, and we may need to utilize additional available capital resources. If these sources are insufficient to satisfy our liquidity requirements, we may seek to sell additional public equity or debt securities or obtain an additional credit facility. The sale of equity and convertible debt securities may result in dilution to our stockholders and, in the case of preferred equity securities or convertible debt, those securities could provide for rights, preferences or privileges senior to those of our common stock. Debt financing, if available, may involve covenants restricting our operations or our ability to incur additional debt. Any debt financing or additional equity that we raise may contain terms that are not favorable to us or our stockholders. Additional financing may not be available at all, or in amounts or on terms unacceptable to us. If we are unable to obtain additional financing, we may be required to delay the development, commercialization and marketing of our products.

Current wording

Based on our operating plan, we currently believe that our existing cash and cash equivalents and anticipated revenue will be sufficient to meet our capital requirements and fund our operations through at least the next twelve months from the issuance date of the financial statements. We have based this estimate on assumptions that may prove to be wrong, and we may need to utilize additional available capital resources. If these sources are insufficient to satisfy our liquidity requirements, we may seek to sell additional public equity or debt securities or obtain an additional credit facility. The sale of equity and convertible debt securities may result in dilution to our stockholders and, in the case of preferred equity securities or convertible debt, those securities could provide for rights, preferences or privileges senior to those of our common stock. Debt financing, if available, may involve covenants restricting our operations or our ability to incur additional debt. Any debt financing or additional equity that we raise may contain terms that are not favorable to us or our stockholders. Additional financing may not be available at all, or in amounts or on terms unacceptable to us. If we are unable to obtain additional financing, we may be required to delay the development, commercialization and marketing of our products.

Previous wording

The loan borrowed under the Term Loan Facility bears interest at an annual rate equal to the secured overnight financing rate, or SOFR, (calculated based on an adjustment of 0.10%, 0.15% and 0.25%, respectively, for one-month, three-month or six-month term SOFR as of a specified date, subject to a floor of 1.5%) plus an applicable margin of 2.25%.

Current wording

The loan borrowed under the Term Loan Facility bears interest at an annual rate equal to the secured overnight financing rate ("SOFR") (calculated based on an adjustment of 0.10%, 0.15% and 0.25%, respectively, for one-month, three-month or six-month term SOFR as of a specified date, subject to a floor of 1.5%) plus an applicable margin of 2.25%.

Previous wording

The obligations under the loan and security agreement are secured by substantially all of our assets, including its intellectual property and by a pledge all of our equity interests in its U.S. subsidiaries and 65% of our equity interests in its non-U.S. subsidiaries that are directly owned by us.

Current wording

The obligations under the loan and security agreement are secured by substantially all of our assets, including its intellectual property and by a pledge of all of our equity interests in its U.S. subsidiaries and 65% of our equity interests in its non-U.S. subsidiaries that are directly owned by us.

Previous wording

In August 2025, the Company entered into a second amendment to the loan and security agreement (the “Second Amendment”), which, among other things, modified the repayment terms such that the entire principal amount outstanding is now due on the Maturity Date, replacing the prior repayment schedule of interest-only payments followed by monthly principal amortization payments. After giving effect to the Second Amendment, we are obligated to maintain in collateral accounts held at the lender (a) if the Company’s cash and cash equivalents is less than $50.0 million, 100% of its cash and cash equivalents; or (b) if the Company’s cash and cash equivalents is greater than or equal to $50.0 million, the greater of (i) $50.0 million or (ii) 50% of its cash and cash equivalents, with amounts exceeding $50.0 million permitted to be held outside of the lender in collateral accounts managed by the lender.

Current wording

In August 2025, we entered into a second amendment to the loan and security agreement (the “Second Amendment”), which, among other things, modified the repayment terms such that the entire principal amount outstanding is now due on the Maturity Date, replacing the prior repayment schedule of interest-only payments followed by monthly principal amortization payments. After giving effect to the Second Amendment, we are obligated to maintain in collateral accounts held at the lender (a) if our cash and cash equivalents is less than $50.0 million, 100% of our cash and cash equivalents; or (b) if our cash and cash equivalents is greater than or equal to $50.0 million, the greater of (i) $50.0 million or (ii) 50% of our cash and cash equivalents, with amounts exceeding $50.0 million permitted to be held outside of the lender in collateral accounts managed by the lender.

Previous wording

The loan and security agreement contains certain customary representations and warranties, affirmative and negative covenants, and events of default. Under the loan and security agreement, if we maintain less than $100.0 million in available cash, then we are required to meet either one of two financial covenants: a minimum unrestricted cash covenant or a minimum revenue and growth covenant. The minimum unrestricted cash covenant requires that we to maintain cash reserve not less than the greater of (i) $20.0 million, (ii) the absolute value of EBITDA losses (if any) for the most recent consecutive four-month period then ended or (iii) the aggregate outstanding principal amount of $52.0 million. The minimum revenue and growth covenant requires our revenue, for the consecutive twelve-month period as of each measurement date, of not less than $50.0 million and of at least 115% as of the last day of the consecutive twelve-month period of the immediately preceding year. If we maintain at least $100.0 million in available cash, then we are not required to meet such financial covenants.

Current wording

The loan and security agreement contains certain customary representations and warranties, affirmative and negative covenants, and events of default. Under the loan and security agreement, if we maintain less than $100.0 million in available cash, then we are required to meet either one of two financial covenants: a minimum unrestricted cash covenant or a minimum revenue and growth covenant. The minimum unrestricted cash covenant requires that we maintain cash reserve not less than the greater of (i) $20.0 million, (ii) the absolute value of EBITDA losses (if any) for the most recent consecutive four-month period then ended or (iii) the aggregate outstanding principal amount of $52.0 million. The minimum revenue and growth covenant requires our revenue, for the consecutive twelve-month period as of each measurement date, of not less than $50.0 million and of at least 115% as of the last day of the consecutive twelve-month period of the immediately preceding year. If we maintain at least $100.0 million in available cash, then we are not required to meet such financial covenants.

Previous wording

During the nine months ended September 30, 2025, net cash used in operating activities was $38.7 million, consisting primarily of a net loss of $65.7 million and an increase in net operating assets of $15.9 million, partially offset by non-cash charges of $42.9 million. The cash used in operations was primarily due to our net loss due to the increase in operating expenses to support our commercialization and development activities. The expansion of our commercialization activities resulted in an increase in accounts receivable, inventory, prepaid expenses, and accounts payable. Non-cash charges consisted primarily of stock-based compensation, depreciation, and provision for credit losses.

Current wording

During the three months ended March 31, 2026, net cash used in operating activities was $38.1 million, consisting primarily of a net loss of $31.6 million and an increase in net operating assets of $21.9 million, partially offset by non-cash charges of $15.4 million. The cash used in operations was primarily due to our net loss due to the increase in operating expenses to support our commercialization and development activities. The expansion of our commercialization activities resulted in an increase in accounts receivable, inventory, and accounts payable. Non-cash charges consisted primarily of stock-based compensation, depreciation, and reserves for excess and obsolete inventory.

Previous wording

During the nine months ended September 30, 2024, net cash used in operating activities was $66.8 million, consisting primarily of a net loss of $72.6 million and an increase in net operating assets of $22.4 million, partially offset by non-cash charges of $28.1 million. The cash used in operations was primarily due to our net loss due to the increase in operating expenses to support our commercialization and development activities. The expansion of our commercialization activities resulted in an increase in accounts receivable, inventory, and accounts payable, partially offset by reimbursements for leasehold improvements made related to our San Jose, California corporate headquarters and increases to other liabilities and deferred revenue. Non-cash charges consisted primarily of stock-based compensation, non-cash lease expense, and depreciation.

Current wording

During the three months ended March 31, 2025, net cash used in operating activities was $17.0 million, consisting primarily of a net loss of $24.7 million and an increase in net operating assets of $4.3 million, partially offset by non-cash charges of $12.1 million. The cash used in operations was primarily due to our net loss due to the increase in operating expenses to support our commercialization and development activities. The expansion of our commercialization activities resulted in an increase in inventory and accounts payable, partially offset by a decrease in accounts receivable, due to timing of cash receipts. Non-cash charges consisted primarily of stock-based compensation, depreciation, and reserves for excess and obsolete inventory.

Previous wording

During the nine months ended September 30, 2025, net cash used in investing activities was $7.5 million, consisting of purchases of property and equipment. During the nine months ended September 30, 2024, net cash used in investing activities was $3.2 million, consisting of purchases of property and equipment.

Current wording

During the three months ended March 31, 2026, net cash used in investing activities was $2.9 million, consisting of purchases of property and equipment. During the three months ended March 31, 2025, net cash used in investing activities was $1.8 million, consisting of purchases of property and equipment.

Previous wording

During the nine months ended September 30, 2025, net cash provided by financing activities was $6.8 million, consisting of proceeds from exercises of stock options and proceeds from the issuance of common stock under the ESPP. During the nine months ended September 30, 2024, net cash provided by financing activities was $9.6 million, consisting of proceeds from exercises of stock options and proceeds from the issuance of common stock under the ESPP.

Current wording

During the three months ended March 31, 2026, net cash provided by financing activities was $0.2 million, consisting of proceeds from exercises of stock options. During the three months ended March 31, 2025, net cash provided by financing activities was $1.3 million, consisting of proceeds from exercises of stock options.