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Quantum-Si Inc

For the period ended Mar 31, 2025. Filed May 15, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2025 · Filed May 15, 2025

QSI$1.33+13.7%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2024-09-30; filed 2024-11-12.

0001816431-24-000020

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-03-31; filed 2025-05-15.

0001816431-25-000040

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsLiquidity Outlook

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 69 previous paragraphs and 70 current paragraphs.

21 unchanged; 32 reworded; 16 added; 15 removed; 1 previous and 1 current paragraphs rearranged.

Tables are not compared: 10 previous and 8 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (16)

Current report

Going forward, we intend to follow a systematic, phased approach to continue to successfully launch updates and enhancements to our platform which can include improvements to our hardware, software and chemistry that works together to produce the overall platform.

Current report

In November 2024, we announced that we committed to an organizational restructuring program designed to streamline and focus our overall corporate resources, as well as align required resources to focus on future product development objectives, including our recently announced Proteus™ platform. As a result, we terminated approximately 23% of our 187 employee workforce. In connection with the restructuring, we recognized one-time cash charges related to severance and other benefits of approximately $2.3 million in the fourth quarter of 2024. We may also incur additional costs not currently contemplated due to events that may occur as a result of, or that are associated with, the restructuring. Our restructuring activities were complete as of December 31, 2024 and we do not expect to incur additional charges associated with these activities. For further information regarding our restructuring activities, please refer to Note 13. Restructuring.

Current report

On January 3, 2025, we entered into a securities purchase agreement with certain institutional investors pursuant to which we agreed to issue and sell, in a registered direct offering (the “Registered Direct Offering”) an aggregate of 15,625,000 shares of our Class A common stock at a price of $3.20 per share. The gross proceeds from the Registered Direct Offering were $50.0 million. After deducting estimated placement agents’ fees and other offering expenses payable by the Company, net proceeds recorded during thethree months ended March 31, 2025 were approximately $46.8 million.

Current report

For further information regarding our equity transaction, please refer to the Liquidity Outlook section below.

Current report

Total cost of revenue increased$0.2 million, or 89.4%, for thethree months ended March 31, 2025, as compared to the same period in 2024. The increase in cost of revenue is in line with the increase in year-over-year revenue.

Current report

Gross profit increased$0.2 million, or 80.7%, for thethree months ended March 31, 2025, as compared to the same period in 2024.

Current report

Gross profit margin was 57.7% for thethree months ended March 31, 2025, as compared to 58.9% for the same period in 2024. This change in margin was primarily based on the mix of products sold during each period and includes approximately a 7% and 10% benefit for thethree months ended March 31, 2025 and 2024, respectively, for inventory utilized that was carried at low or no value that predates the commercial launch of our Platinum line of instruments. Our gross profit margin will continue to be impacted by this utilized inventory and has also been impacted and may continue to be impacted by inventory acquisition costs. We expect gross profit margin to be variable for the foreseeable future as we work through our continued commercialization efforts.

Current report

Research and development expenses increased by$1.6 million, or 13.4%, for thethree months ended March 31, 2025, when compared to the same period in 2024. This increase was primarily due to a $1.7 million increase in fabrication and outsourced services, a $0.2 million increase in professional services and consulting fees and a $0.3 million net increase in other research and development expenses. These increases were partially offset by a $0.4 million decrease in payroll and payroll related costs and a $0.2 million decrease in laboratory supplies expense. In general, our research and development expenses have increased as we continue development on our recently announced Proteus platform.

Current report

Dividend and interest income decreased by$1.0 million, or 28.7% for thethree months ended March 31, 2025, as compared to the same period in 2024. This decrease was a result of lower market interest rates on invested capital.

Current report

Other expense, net, decreased for thethree months ended March 31, 2025 as compared to the same period in 2024.

Current report

On January 3, 2025, we entered into a securities purchase agreement with certain institutional investors pursuant to which we agreed to issue and sell, in a registered direct offering (the “Registered Direct Offering”) an aggregate of 15,625,000 shares of our Class A common stock at a price of $3.20 per Share. The gross proceeds from the Registered Direct Offering were $50.0 million. After deducting estimated placement agents’ fees and other offering expenses payable by the Company, net proceeds recorded during thethree months ended March 31, 2025 were approximately $46.8 million.
Removed paragraphs (15)

Previous report

Cost of revenue increased$0.3 million, or 265.2%, and $0.5 million, or 135.5%for thethree and nine months ended September 30, 2024, respectively, as compared to the same periods in 2023.

Previous report

Gross profit increased$0.3 million, or 239.8%, and $0.7 million, or 219.4%, for thethree and nine months ended September 30, 2024, respectively, as compared to the same periods in 2023.

Previous report

Research and development expenses decreased by$0.4 million, or 2.5%, for the three months ended September 30, 2024, when compared to the same period in 2023. This decrease was primarily due to a $0.8 million decrease in payroll and payroll-related costs, primarily driven by restructuring activities that occurred in the three months ended September 30, 2023, and a $0.6 million decrease in fabrication and outsourced services. These decreases were partially offset by a $0.8 million increase in write-downs of inventory that no longer had an alternative future use and an increase of $0.5 million in laboratory supplies expense.

Previous report

Research and development expenses decreased by$7.9 million, or 15.7%, for thenine months ended September 30, 2024, when compared to the same period in 2023. This decrease was primarily due to a $4.8 million decrease in payroll and payroll-related costs, a $3.7 million decrease in fabrication and outsourced services and a $0.5 million decrease in stock-based compensation expense. The decrease in payroll and payroll-related costs were primarily driven by restructuring activities that occurred in 2023 and an increase in personnel costs that were capitalized for the nine months ended September 30, 2023. These decreases were partially offset by a $2.4 million increase in write-downs of inventory that no longer had a future use, a $1.7 million increase in laboratory supplies expense and a $0.9 million increase in depreciation and amortization expense.

Previous report

Selling, general and administrative expenses increased $3.2 million, or 9.8%, for the nine months ended September 30, 2024, when compared to the same period in 2023. The increase was primarily due to a $2.0 million increase in payroll and payroll-related costs primarily related to investments made in commercial operations, a $0.9 million increase in outsourced services, a $0.7 million increase in trade show and other marketing-related expenses, a $0.6 million increase in legal fees and a $0.5 million increase in non-income tax expenses. These increases were partially offset by a decrease of $1.7 million in professional services and consulting fees and a $0.6 million decrease in insurance costs.

Previous report

Dividend and interest income increased by$0.1 million and$1.9 million for thethree and nine months ended September 30, 2024, respectively, as compared to the same periods in 2023. This increase was a result of higher dividends and interest earned on invested balances in marketable securities.

Previous report

Unrealized gain on trading securities for thethree and nine months ended September 30, 2024 and 2023 is as follows (dollars in thousands):

Previous report

There was no Unrealized gain on trading securities for thethree and nine months ended September 30, 2024 as compared to a gain of$2.0 million and $8.3 million for the same periods in 2023, respectively. The prior year gains were primarily related to market adjustments of investments in trading securities, which consisted of fixed income mutual funds.

Previous report

Realized loss on trading securities for thethree and nine months ended September 30, 2024 and 2023 is as follows (dollars in thousands):

Previous report

There was no Realized loss on trading securities for thethree and nine months ended September 30, 2024 as compared to a loss of$1.9 million and $6.5 million for the same periods in 2023, respectively. The prior year losses were primarily related to market adjustments of investments in trading securities, which consisted of fixed income mutual funds.

Previous report

Other income (expense), net, increased slightly for thethree months ended September 30, 2024 as compared to the same period in 2023. Other income (expense), net, decreased$0.4 million, or 102.7%, for thenine months ended September 30, 2024 as compared to the same period in 2023. This decrease wasprimarily due to a $0.4 million decrease in the fair value of contingent consideration associated with the 2021 acquisition of Majelac Technologies LLC that was recorded during the nine months ended September 30, 2023.
Reworded paragraphs (32)

Previous wording

The following discussion and analysis provides information which management believes is relevant to an assessment and understanding of our condensed consolidated results of operations and financial condition. The discussion should be read in conjunction with (i) the unaudited Condensed Consolidated Financial Statements and notes thereto contained in this Quarterly Report on Form 10-Q, (ii) the Consolidated Financial Statements and notes thereto for the year ended December 31, 2023 contained in our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission (the “SEC”) on February 29, 2024, and (iii) our other public reports filed with the SEC. This discussion contains forward looking statements and involves numerous risks and uncertainties, including, but not limited to, those described in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2023, our Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 and this Quarterly Report on Form 10-Q. Actual results may differ materially from those contained in any forward-looking statements. Unless the context otherwise requires, references to “we”, “us”, “our”, the “Company” or “Quantum-Si” are intended to mean the business and operations of Quantum-Si Incorporated and its consolidated subsidiaries. The unaudited Condensed Consolidated Financial Statements for the three and nine months ended September 30, 2024 and 2023 present the financial position and results of operations of Quantum-Si Incorporated and its consolidated subsidiaries.

Current wording

The following discussion and analysis provides information which management believes is relevant to an assessment and understanding of our condensed consolidated results of operations and financial condition. The discussion should be read in conjunction with (i) the unaudited Condensed Consolidated Financial Statements and notes thereto contained in this Quarterly Report on Form 10-Q, (ii) the Consolidated Financial Statements and notes thereto for the year ended December 31, 2024 contained in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission (the “SEC”) on March 3, 2025, and (iii) our other public reports filed with the SEC. This discussion contains forward looking statements and involves numerous risks and uncertainties, including, but not limited to, those described in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2024 and this Quarterly Report on Form 10-Q. Actual results may differ materially from those contained in any forward-looking statements. Unless the context otherwise requires, references to “we”, “us”, “our”, the “Company” or “Quantum-Si” are intended to mean the business and operations of Quantum-Si Incorporated and its consolidated subsidiaries. The unaudited Condensed Consolidated Financial Statements for the three months ended March 31, 2025 and 2024 present the financial position and results of operations of Quantum-Si Incorporated and its consolidated subsidiaries.

Previous wording

We are an innovative life sciences company with the mission of transforming single-molecule analysis and democratizing its use by providing researchers and clinicians access to the proteome, the set of proteins expressed within a cell. We have developed a proprietary universal single-molecule detection platform that we are first applying to proteomics to enable Next-Generation Protein Sequencing™ (“NGPS”), the ability to sequence proteins in a massively parallel fashion (rather than sequentially, one at a time), that can be used for the study of nucleic acids. Our platform was designed to offer an end-to-end workflow including both sample preparation and sequencing and is comprised of our Platinum® NGPS instrument, the Platinum Analysis Software service, and reagent kits and proprietary semiconductor chips for use with our Platinum® instrument. We began a controlled launch of the Platinum® instrument in December 2022 and subsequently initiated a full commercial launch at the end of the first quarter of 2024.

Current wording

We are a life sciences company focused on proteomics research, with the mission of transforming single-molecule analysis and democratizing its use by providing researchers and clinicians access to the proteome, the set of proteins expressed within a cell. We have developed a proprietary universal single-molecule detection platform that we are applying to proteomics to enable Next-Gen Protein Sequencing TM (“NGPS”), to sequence proteins in a massively parallel fashion (rather than sequentially, one at a time), which can also be used for the study of nucleic acids. We believe that the ability to sequence proteins in a massively parallel fashion and offer a fast analysis time provides NGPS with the potential to unlock significant biological information through improved resolution and unbiased access to the proteome at a speed and scale that is not available today. Traditionally, proteomic workflows to sequence proteins required days or weeks to complete. Our platform includes our Platinum NGPS instrument, Platinum Analysis Software, and consumable kits for use with our Platinum line of instruments. In 2021, we introduced our Platinum early access program to sites with participation from leading academic centers and key industry partners. The early access program introduced the Platinum single-molecule sequencing system to key opinion leaders across the globe for both expansion and development of applications and workflows. We began a controlled launch of the Platinum instrument and started to take orders in December 2022, and subsequently began a controlled commercial launch of Platinum in January 2023, and then moved to a full commercial launch of Platinum beginning the second quarter of 2024. In January 2025, we announced the launch of our Platinum Pro benchtop sequencer. First shipments of Platinum Pro occurred in March 2025.

Previous wording

Now that our Platinum® and Platinum Analysis Software system has launched, we intend to follow a systematic, phased approach to continue to successfully launch updates to our platform. We believe we are the first company to successfully enable NGPS on a semiconductor chip, thus digitizing a massive proteomics opportunity, which allows for a massively parallel solution at the ultimate level of sensitivity - single-molecule detection. We believe our platform, which is designed to streamline sequencing and data analysis at a lower instrument cost than legacy proteomic solutions, could allow our product to have wide utility across the study of the proteome. For example, we believe our platform could be used for biomarker discovery and disease detection, pathway analysis, immune response, vaccine development, quality assurance and quality control, among other applications.

Current wording

We believe that our platform offers a differentiated solution in a rapidly evolving proteomics tools market. Within our initial focus market of proteomics, our platform is designed to provide users a seamless opportunity to gain key insights into the immediate state of biological pathways and cell state. Our platform aims to address many of the key challenges and bottlenecks with legacy proteomic solutions, such as mass spectrometry (“MS”), which include high instrument costs both in terms of acquisition and ownership, and complexity with data analysis, which together limit broad adoption. We believe our platform, which is designed to streamline sequencing and data analysis at a lower instrument cost and with greater automation than legacy proteomic solutions, could allow our product to have wide utility across the study of the proteome. For example, our platform could be used for biomarker discovery and disease detection, pathway analysis, immune response, vaccine development, quality assurance and quality control, among other applications.

Previous wording

Results of Operations for the Three and Nine Months Ended September 30, 2024 as Compared to the Three and Nine Months Ended September 30, 2023

Current wording

Results of Operations for the Three Months Ended March 31, 2025 as Compared to the Three Months Ended March 31, 2024

Previous wording

The following table presents the Condensed Consolidated Statements of Operations and Comprehensive Loss for thethree and nine months ended September 30, 2024 and 2023 (dollars in thousands):

Current wording

The following table presents the Condensed Consolidated Statements of Operations and Comprehensive Loss for thethree months ended March 31, 2025 and 2024 (dollars in thousands):

Previous wording

Revenue is derived from sales of products and services. Product revenue is generated from the following sources: (i) sales of our Platinum® instrument, (ii) consumables, which consist of sales of our library, sequencing reagents and semiconductor chips, and (iii) freight revenue, which is recognized upon shipment. Service revenue is generated from service maintenance contracts including Platinum Analysis Software access, and advanced training for instrument use.

Current wording

Revenue is derived from sales of products and services. Product revenue is generated from the following sources: (i) sales of our Platinum line of instruments, (ii) consumables kits, including library preparation kits, sequencing kit (which includes sequencing reagents and semiconductor chips), and other related reagent kits, and (iii) freight revenue, which is recognized upon shipment. Service revenue is generated from service maintenance contracts including Platinum Analysis Software access, and advanced training for instrument use.

Previous wording

Revenue, Cost of revenue and Gross profit for thethree and nine months ended September 30, 2024 and 2023 are as follows (dollars in thousands):

Current wording

Revenue, Cost of revenue and Gross profit for thethree months ended March 31, 2025 and 2024 are as follows (dollars in thousands):

Previous wording

Total revenue for the sale of Platinum® instruments, related reagent kits and service maintenance contracts increased$0.6 million, or 252.9%, and$1.2 million, or 173.6%, for thethree and nine months ended September 30, 2024, respectively, as compared to the same periods in 2023.

Current wording

Total revenue for the sale of Platinum line of instruments, related reagent kits and service maintenance contracts increased$0.4 million, or 84.2%, for thethree months ended March 31, 2025, as compared to the same period in 2024. The increase in revenue was due to higher sales volumes of instruments and consumables as we continue to improve our commercial sales execution.

Previous wording

We began a controlled launch of the Platinum® instrument and started to take orders in December 2022. We subsequently began limited commercial shipments of Platinum® in January 2023 and subsequently initiated a full commercial launch at the end of the first quarter of 2024.

Current wording

We began a controlled launch of the Platinum instrument and started to take orders in December 2022, and subsequently began a controlled commercial launch of Platinum in January 2023, and then moved to a full commercial launch of Platinum beginning in the second quarter of 2024. In January 2025, we announced the launch of our Platinum Pro benchtop sequencer. First shipments of Platinum Pro occurred in March 2025.

Previous wording

Research and development expenses for thethree and nine months ended September 30, 2024 and 2023 are as follows (dollars in thousands):

Current wording

Research and development expenses for thethree months ended March 31, 2025 and 2024 are as follows (dollars in thousands):

Previous wording

Selling, general and administrative expenses for thethree and nine months ended September 30, 2024 and 2023 are as follows (dollars in thousands):

Current wording

Selling, general and administrative expenses for thethree months ended March 31, 2025 and 2024 are as follows (dollars in thousands):

Previous wording

Selling, general and administrative expenses increased $1.6 million, or 14.8%, for the three months ended September 30, 2024, when compared to the same period in 2023. This increase was primarily due to a $1.0 million increase in stock-based compensation expense, a $1.1 million increase in payroll and payroll-related expenses primarily related to investments made in commercial operations and a $0.4 million increase in outsourced services. These increases were partially offset by a $0.5 million decrease in legal fees and a $0.4 million decrease in professional services and consulting fees.

Current wording

Selling, general and administrative expenses increased $0.4 million, or 3.1%, for the three months ended March 31, 2025, when compared to the same period in 2024. This increase was primarily due to a $1.0 million increase in payroll and payroll related costs, which includes a $0.6 million increase in stock-based compensation expense. The remaining $0.4 million increase in payroll and payroll-related expenses includes a $0.6 million increase related to investments made in commercial operations offset by a $0.2 million reduction in general and administrative payroll and payroll related costs. These increases were partially offset by a $0.2 million decrease in legal fees, a $0.2 million decrease in depreciation and $0.3 million net decrease in other selling, general and administrative expenses.

Previous wording

In 2024, dividend and interest income is derived primarily from fixed income securities and money market mutual funds. In 2023, dividend and interest income was derived from mutual funds.

Current wording

For the three months ended March 31, 2025 and 2024, dividend and interest income is derived primarily from fixed income securities and money market mutual funds.

Previous wording

Dividend and interest income for thethree and nine months ended September 30, 2024 and 2023 are as follows (dollars in thousands):

Current wording

Dividend and interest income for thethree months ended March 31, 2025 and 2024 are as follows (dollars in thousands):

Previous wording

The warrant liabilities were recorded at fair value as part of the business combination between HighCape and Quantum-Si Incorporated in June 2021 (the “Business Combination”). Change in fair value of warrant liabilities primarily consists of the change in the fair value of our Public Warrants and Private Warrants.

Current wording

Warrant liabilities were recorded at fair value as part of the Business Combination. Change in fair value of warrant liabilities primarily consists of the change in the fair value of our Public Warrants and Private Warrants.

Previous wording

Change in warrant liabilities for thethree and nine months ended September 30, 2024 and 2023 is as follows (dollars in thousands):

Current wording

Change in warrant liabilities for thethree months ended March 31, 2025 and 2024 is as follows (dollars in thousands):

Previous wording

The change in fair value of warrant liabilities decreased $0.1 million for the three months ended September 30, 2024 compared to an increase of $0.2 million for the same period of 2023. The change in fair value of warrant liabilities decreased $0.9 million for the nine months ended September 30, 2024 compared to an increase of $0.1 million for the same period of 2023. These fluctuations were primarily driven by the change in the underlying trading price of our Class A common stock during the periods reported.

Current wording

For the three months ended March 31, 2025, we recognized $3.4 million of income from the decrease in the fair value of warrant liabilities as compared to $0.3 million of income from the decrease in the fair value of warrant liabilities for the same period in 2024, an increase of $3.1 million, or 966.1%. These decreases in warrant value were primarily driven by the change in the underlying trading price of our Class A common stock during the periods reported.

Previous wording

Other income (expense), net, for thethree and nine months ended September 30, 2024 and 2023 is as follows (dollars in thousands):

Current wording

Other expense, net, typically consists of currency revaluations and income from credit card cash rewards programs. Other expense, net, for thethree months ended March 31, 2025 and 2024 is as follows (dollars in thousands):

Previous wording

The following table presents a summary of our consolidated cash flows for operating, investing, and financing activities for thenine months ended September 30, 2024 and 2023 (in thousands):

Current wording

The following table presents a summary of our condensed consolidated cash flows for operating, investing, and financing activities for thethree months ended March 31, 2025 and 2024 (in thousands):

Previous wording

The net cash used in operating activities of $73.1 million for thenine months ended September 30, 2023 was primarily due to a net loss of $73.9 million resulting from continued spend on research and development efforts and commercialization ramp up, net cash outflows from changes in operating assets and liabilities of $8.5 million and unrealized gains on marketable securities of $8.3 million, partially offset by stock-based compensation of $6.9 million, realized losses on marketable securities of $6.5 million and depreciation and amortization of $3.1 million.

Current wording

For the three months ended March 31, 2025, net cash used in operating activities of $26.2 million was primarily due to a net loss of $19.2 million resulting from continued spend on research and development and commercialization efforts, net changes in operating assets and liabilities of $6.1 million, a change in fair value of warrant liabilities of $3.4 million, primarily driven by the change in the underlying trading price of our Class A common stock, and accretion on marketable securities of $2.1 million partially offset by stock-based compensation of $2.4 million, depreciation and amortization of $0.9 million and write-downs of inventory of $0.7 million.

Previous wording

The net cash used in operating activities of $64.9 million for thenine months ended September 30, 2024 was primarily due to a net loss of $67.9 million resulting from continued spend on research and development and commercialization efforts, accretion on marketable securities of $6.5 million and changes in operating assets and liabilities of $3.9 million, partially offset by stock-based compensation of $6.5 million, depreciation and amortization of $3.6 million and write-downs of inventory of $2.4 million.

Current wording

For the three months ended March 31, 2024, net cash used in operating activities of $23.2 million was primarily due to a net loss of $19.5 million resulting from continued spend on research and development and commercialization efforts, net changes in operating assets and liabilities of $5.2 million and accretion on marketable securities of $2.1 million partially offset by stock-based compensation of $1.6 million and depreciation and amortization of $1.1 million.

Previous wording

For thenine months ended September 30, 2024, net cash used in investing activities was $26.8 million compared to net cash provided by investing activities of $82.4 million for the same period in 2023. This increase in cash used was primarily due to an increase of purchases of marketable securities of $262.0 million partially offset by a $150.5 million increase in proceeds from the sales and maturities of marketable securities.

Current wording

For the three months ended March 31, 2025, net cash used in investing activities was $34.2 million compared to net cash used in investing activities of $57.4 million for the same period in 2024. This decrease in cash used was primarily due to a $64.3 million increase in cash provided by the sales and maturities of marketable securities partially offset by an increase in cash used to purchase marketable securities of $40.8 million.

Previous wording

For thenine months ended September 30, 2024, net cash provided by financing activities was $0.1 million compared to $0.2 million for the same period in 2023. This decrease in cash provided was primarily due to the change in proceeds from the exercise of stock options offset by deferred offering costs paid for the Shelf Registration Statement and the ATM Offering, both of which are defined and described below.

Current wording

For thethree months ended March 31, 2025, net cash provided by financing activities was $48.4 million compared to cash used of $0.1 million for the same period in 2024. This increase in cash provided was due to $46.8 million of net proceeds from the Registered Direct Offering and $1.6 million of proceeds from the exercise of stock options. Further information regarding the Registered Direct Offering can be found below.

Previous wording

Since our inception, we have funded our operations primarily with proceeds from the issuance of equity to private investors, as well as with the proceeds received from the closing of the Business Combination on June 10, 2021. Additionally, we began to generate revenue during 2023 from commercial sales of our Platinum® instrument. Our primary uses of liquidity have been operating expenses, capital expenditures and our acquisition of certain assets. Cash flows from operations have been historically negative as we continue to invest in the development of our technology in NGPS. Going forward, we anticipate debt or equity offerings will be the primary source of funds to support our operating needs and capital expenditures until we reach scale of our commercial operations. We expect to incur negative operating cash flows on an annual basis for the foreseeable future until such time that we can scale our revenue growth.

Current wording

Since our inception, we have funded our operations primarily with proceeds from the issuance of equity to private investors, as well as with the proceeds received from the closing of the Business Combination. Additionally, we began to generate revenue during 2023 from commercial sales of our Platinum instrument. Our primary uses of liquidity have been operating expenses, capital expenditures and our acquisition of certain assets. Cash flows from operations have been historically negative as we continue to invest in the development of our technology in NGPS. Going forward, we anticipate debt or equity offerings will be the primary source of funds to support our operating needs and capital expenditures until we reach scale of our commercial operations. We expect to incur negative operating cash flows on an annual basis for the foreseeable future until such time that we can scale our revenue growth.

Previous wording

As of September 30, 2024, we had cash and cash equivalents and investments in marketable securities totaling $196.3 million. Our future capital requirements may vary from those currently planned and will depend on various factors including the pace and success of product commercialization.

Current wording

As of March 31, 2025, we had cash and cash equivalents and investments in marketable securities totaling $232.6 million. Our future capital requirements may vary from those currently planned and will depend on various factors including the pace and success of product commercialization.

Previous wording

Our ongoing commercialization of Platinum® as well as our continuing research and development efforts to enhance our Platinum® instrument may require an accelerated amount of spending to enhance the sales and marketing teams, continue to drive development, and build inventory. Other factors that could accelerate cash needs include: (i) delays in achieving scientific and technical milestones, (ii) unforeseen capital expenditures and fabrication costs related to manufacturing for commercialization, (iii) changes we may make in our business or commercialization strategy, (iv) costs of running a public company, (v) other items affecting our forecasted level of expenditures and use of cash resources, including potential acquisitions, and (vi) increased product and service costs.

Current wording

Our ongoing commercialization of our Platinum line of instruments as well as our continuing research and development efforts to enhance our instruments may require an accelerated amount of spending to enhance the sales and marketing teams, continue to drive development, and build inventory. Other factors that could accelerate cash needs include: (i) delays in achieving scientific and technical milestones, (ii) unforeseen capital expenditures and fabrication costs related to manufacturing for commercialization, (iii) changes we may make in our business or commercialization strategy, (iv) costs of running a public company, (v) other items affecting our forecasted level of expenditures and use of cash resources, including potential acquisitions, and (vi) increased product and service costs.

Previous wording

In August 2023, we filed a $150 million Shelf Registration Statement (the “Shelf Registration Statement”), which became effective on August 22, 2023.

Current wording

On August 11, 2023, we filed a universal shelf registration statement on Form S-3 (the “Shelf Registration Statement”), which became effective on August 22, 2023, covering the offering of Class A common stock, preferred stock, debt securities, warrants, rights and units.

Previous wording

In August 2023, we also entered into an Equity Distribution Agreement (“EDA”) with an outside placement agent (the “Agent”), under which we may, from time to time, sell shares of our Class A common stock under the ATM Offering (as defined below). The Shelf Registration Statement includes a prospectus supplement covering the offering, issuance and sale of up to $75 million of our Class A common stock, from time to time, in at-the-market offerings through the Agent (the “ATM Offering”). The shares to be sold under the EDA may be issued and sold pursuant to the Shelf Registration Statement. The EDA also provides that the Agent will be entitled to compensation for its services in an amount up to 3.0% of the gross proceeds from the sales of shares sold through the Agent under the EDA. We have no obligation to sell any shares under the EDA and may at any time suspend solicitation and offers under the EDA. To date, we have not issued or sold any shares of our Class A common stock under the ATM Offering.

Current wording

On December 11, 2024, we entered into an Equity Distribution Agreement (the “Sales Agreement”) with Canaccord Genuity LLC (“Canaccord”) to sell shares of our Class A common stock, par value $0.0001, having an aggregate offering price of up to $75.0 million, from time to time through an “at-the-market” offering program under which Canaccord will act as sales agent. We have no obligation to sell any shares under the Sales Agreement and may at any time suspend solicitation and offers under the EDA. The ATM Offering is being made pursuant to our shelf registration and a prospectus supplement related to the ATM Offering dated December 11, 2024. During the year ended December 31, 2024, we sold and issued 23,425,650 shares of our Class A common stock under the ATM Offering, resulting in gross proceeds of $36.2 million. Net proceeds were $34.8 million after commissions and issuance costs of $1.4 million. We sold no shares of our Class A common stock under the ATM Offering for the three months ended March 31, 2025.

Previous wording

We lease certain facilities and equipment under non-cancellable lease agreements that expire at various dates through 2032. As of September 30, 2024, future lease payments, before adjustments for tenant incentives, were approximately$27.8 million.

Current wording

We lease certain facilities and equipment under noncancellable lease agreements that expire at various dates through 2032. As of March 31, 2025, future lease payments, before adjustments for tenant incentives, were approximately$25.6 million.

Previous wording

We license certain intellectual property, some of which may be utilized in our current or future product offerings. Topreserve the right to use such intellectual property, we are required to make annual minimum fixed payments totaling approximately $0.1 million as well as royalties based on net sales if the royalties exceed annual minimum fixed payments.

Current wording

We license certain intellectual property, some of which may be utilized in our current or future product offerings. Topreserve the right to use such intellectual property, we are required to make annual minimum fixed payments totaling approximately $0.2 million as well as royalties based on net sales if the royalties exceed annual minimum fixed payments.

Previous wording

Our management’s discussion and analysis of our financial condition and results of operations is based on our unaudited Condensed Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these unaudited Condensed Consolidated Financial Statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the unaudited Condensed Consolidated Financial Statements, as well as expenses incurred during the reporting periods. Our estimates are based on our historical experience and various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about items that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Please refer to our critical accounting policies as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023 and Note 2. Summary of Significant Accounting Policies, in the accompanying notes to the unaudited Condensed Consolidated Financial Statements for a complete description of our significant accounting policies.

Current wording

Our management’s discussion and analysis of our financial condition and results of operations is based on our Condensed Consolidated Financial Statements, which have been prepared in accordance with U.S. GAAP. The preparation of these Condensed Consolidated Financial Statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the Condensed Consolidated Financial Statements, as well as expenses incurred during the reporting periods. Our estimates are based on historical experience and various other factors we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about items not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Please refer to our critical accounting policies as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024 and Note 2. Summary of Significant Accounting Policies, in the accompanying notes to the Condensed Consolidated Financial Statements for a complete description of our significant accounting policies.

Previous wording

Please refer to Note 2. Summary of Significant Accounting Policies, in the accompanying notes to the unaudited Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q for a description of recently issued accounting pronouncements that may potentially impact our financial position and results of operations.

Current wording

Please refer to Note 2. Summary of Significant Accounting Policies, in the accompanying notes to the Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q for a description of recently issued accounting pronouncements that may potentially impact our financial position and results of operations.
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Current report — wording carried from elsewhere

Net cash used in investing activities
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Previous report — wording carried elsewhere

Net cash provided by financing activities