Quantum-Si Inc
For the period ended Sep 30, 2025. Filed Nov 5, 2025.
View on SEC.govAbout 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.
Sep 30, 2025 · Filed Nov 5, 2025
QSI$1.33+13.7%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-05.
0001816431-25-000050
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-05.
0001816431-25-000066
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsLiquidity OutlooktThe 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 75 previous paragraphs and 87 current paragraphs.
33 unchanged; 37 reworded; 16 added; 5 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 9 previous and 10 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
Restructuring
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, as of September 30, 2025, we do not expect to incur material additional charges associated with these activities. For further information regarding our restructuring activities, please refer to Note 13. Restructuring in the notes to the unaudited Condensed Consolidated Financial Statements.
Current report
Equity Transactions
Current report
At-the-Market Equity Offering Program
Current report
On September 26, 2025, we entered into a Sales Agreement (the “Sales Agreement”) with Leerink Partners LLC (“Leerink”), pursuant to which we may offer and sell shares of our Class A common stock having an aggregate offering price of up to $100.0 million, from time to time through an “at-the-market” offering program under which Leerink will act as sales agent (the “2025 ATM Offering”). We have no obligation to sell any shares under the Sales Agreement and may at any time suspend solicitation and offers under the Sales Agreement. The 2025 ATM Offering is being made pursuant to a universal shelf registration statement on Form S-3, which we originally filed on September 26, 2025, and a sales agreement prospectus related to the 2025 ATM Offering. During the three and nine months ended September 30, 2025, there were no shares sold under the Sales Agreement.
Current report
Registered Direct Offerings and Pre-funded Warrants
Current report
In connection with both Registered Direct Offerings, we entered into placement agency agreements with A.G.P./Alliance Global Partners (“AGP”), pursuant to which AGP agreed to serve as our sole placement agent on a reasonable best efforts basis. In connection with the Registered Direct Offerings, we agreed to pay AGP an aggregate cash fee equal to 6.0% of the gross proceeds received in the respective offering. The securities in both Registered Direct Offerings were sold pursuant to our universal shelf registration statement on Form S-3, which was originally filed with the SEC on August 11, 2023, and related base prospectuses and prospectus supplements dated July 3, 2025 and January 3, 2025, respectively, thereunder.
Current report
For further information regarding our equity transactions, please refer to the Liquidity Outlook section below.
Current report
Gross profit decreased$0.2 million, or 47.1%for the three months ended September 30, 2025 and increased slightlyfor thenine months ended September 30, 2025 as compared to the same periods in 2024.
Current report
Research and development expenses decreased by $2.3 million, or 14.1%, for the three months ended September 30, 2025, when compared to the same period in 2024. This decrease was primarily driven by a $1.3 million decrease in payroll and payroll-related costs resulting primarily from the reduction in headcount related to the November 2024 restructuring, a $0.9 million decrease in laboratory supplies expense, a $0.4 million decrease in professional services and consulting fees and a $0.1 million net decrease in other expenses. These decreases were partially offset by a $0.4 million increase in fabrication and outsourced services driven by efforts to support the development of our Proteus platform.
Current report
Lease Termination Expense, Net
Current report
For thethree and nine months ended September 30, 2025 and 2024, Lease termination expense, net is as follows (dollars in thousands):
Current report
Lease termination expense, net, increased $13.6 million for both the three and nine month ended September 30, 2025, when compared to the same periods in 2024. This increase was due to a settlement agreement to terminate the New Haven, Connecticut lease. For further details regarding this settlement, please refer to Note 17. Commitments and Contingencies in the notes to the unaudited Condensed Consolidated Financial Statements.
Current report
Other (Expense) Income, Net
Current report
On July 3, 2025, we entered into a securities purchase agreement with a certain institutional investor in connection with the July 2025 Registered Direct Offering. The Pre-Funded Warrants were exercised in full on August 1, 2025 at the exercise price of $0.0001 for one share of Class A common stock per Pre-Funded Warrant. The gross proceeds from the July 2025 Registered Direct Offering were $50.0 million. After deducting estimated placement agents’ fees and other offering expenses payable by us, net proceeds as of September 30, 2025 were approximately $46.7 million.
Current report
On September 26, 2025, we entered into the Leerink Sales Agreement. We have no obligation to sell any shares under the Leerink Sales Agreement and may at any time suspend solicitation and offers under the Leerink Sales Agreement. The 2025 ATM Offering is being made pursuant to the 2025 Shelf Registration Statement and a prospectus supplement related to the 2025 ATM Offering. During the three and nine months ended September 30, 2025, there were no shares sold under the Leerink Sales Agreement. Shares offered and sold in the 2025 ATM Offering ,if any, will be sold pursuant to the 2025 Shelf Registration Statement.
Removed paragraphs (5)
Previous report
(1)“nm” indicates change is not meaningful.
Previous report
Gross profit was flat for the three months ended June 30, 2025 and increased $0.2 million, or 34.3%, for the six months ended June 30, 2025 as compared to the same periods in 2024.
Previous report
Research and development expenses increased by $2.4 million, or 9.2%, for the six months ended June 30, 2025, when compared to the same period in 2024. This increase was primarily due to a $3.8 million increase in fabrication and outsourced services partially offset by a $0.8 million decrease in payroll and payroll-related costs and a $0.4 million decrease in write-downs of inventory that no longer had an alternative future use.
Previous report
In general, our research and development expenses have increased as we continue development on our Proteus platform announced in November 2024.
Previous report
Other Expense, Net
Reworded paragraphs (37)
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, 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 our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, and in other filings that we make with the Securities and Exchange Commission. 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 six months ended June 30, 2025 and 2024 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, this Quarterly Report on Form 10-Q and in other filings that we make with the Securities and Exchange Commission. 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, 2025 and 2024 present the financial position and results of operations of Quantum-Si Incorporated and its consolidated subsidiaries.
Previous wording
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 wording
Going forward, we intend to follow a systematic, phased approach to continue to successfully launch updates and enhancements to our platform which may include improvements to our hardware, software and chemistry that works together to produce the overall platform.
Previous wording
On July 3, 2025, the Company entered into a securities purchase agreement with a certain institutional investor pursuant to which the Company agreed to issue and sell, in a registered direct offering (the “July 2025 Registered Direct Offering”), an aggregate of (i) 18,200,000 shares of the Company’s Class A common stock at a price of $1.67 per share and (ii) pre-funded warrants to purchase 11,740,119 shares of common stock (the “Pre-Funded Warrants”). Each of the Pre-Funded Warrants is exercisable for one share of Class A common stock at the exercise price of $0.0001 per Pre-Funded Warrant share. The Pre-Funded Warrants are immediately exercisable and may be exercised at any time until all of the Pre-Funded Warrants issued in the July 2025 Registered Direct Offering are exercised in full. The gross proceeds to the Company from the July 2025 Registered Direct Offering were approximately $50.0 million. After deducting estimated placement agents’ fees and other offering expenses payable by the Company, net proceeds were approximately $46.9 million.
Current wording
On July 3, 2025, we entered into a securities purchase agreement with a certain institutional investor, pursuant to which we agreed to issue and sell, in a registered direct offering (the “July 2025 Registered Direct Offering”), an aggregate of (i) 18,200,000 shares of our Class A common stock at a price of $1.67 per share and (ii) pre-funded warrants to purchase 11,740,119 shares of Class A common stock (the “Pre-Funded Warrants”). The Pre-Funded Warrants were exercised in full on August 1, 2025 at the exercise price of $0.0001 for one share of Class A common stock per Pre-Funded Warrant. The gross proceeds from the July 2025 Registered Direct Offering were $50.0 million. After deducting estimated placement agents’ fees and other offering expenses payable by us, net proceeds as of September 30, 2025 were approximately $46.7 million.
Previous wording
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 “January 2025 Registered Direct Offering”) an aggregate of
Current wording
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 “January 2025 Registered Direct Offering,” and together with the July 2025 Registered Direct Offering, the “Registered Direct Offerings”) 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 January 2025 Registered Direct Offering were $50.0 million. After deducting estimated placement agents’ fees and other offering expenses payable by us, net proceeds recorded as of September 30, 2025 were approximately $46.8 million.
Previous wording
Results of Operations for the Three and Six Months Ended June 30, 2025 as Compared to the Three and Six Months Ended June 30, 2024
Current wording
Results of Operations for the Three and Nine Months Ended September 30, 2025 as Compared to the Three and Nine Months Ended September 30, 2024
Previous wording
The following table presents the Condensed Consolidated Statements of Operations and Comprehensive Loss for thethree and six months ended June 30, 2025 and 2024 (dollars in thousands):
Current wording
The following table presents the Condensed Consolidated Statements of Operations and Comprehensive Loss for thethree and nine months ended September 30, 2025 and 2024 (dollars in thousands):
Previous wording
Revenue, Cost of revenue and Gross profit for thethree and six months ended June 30, 2025 and 2024 are as follows (dollars in thousands):
Current wording
Revenue, Cost of revenue and Gross profit for thethree and nine months ended September 30, 2025 and 2024 are as follows (dollars in thousands):
Previous wording
Total revenue for the sale of our Platinum line of instruments, related reagent kits and service maintenance contracts decreased by$31 thousand, or 5.0% for thethree months ended June 30, 2025 when compared to the same period in 2024, and increased$0.4 million, or 32.8%, for thesix months ended June 30, 2025 when compared to the same period in 2024. For the three months ended June 30, 2025, the Company experienced longer capital sales cycles, largely driven by low or no capital spend budgets at certain customers, primarily from actual and potential budget cuts from the National Institute of Health (“NIH”). For thesix months ended June 30, 2025, revenue was higher, but primarily from the contribution of the first quarter 2025 results, which largely occurred before significant NIH funding constraints were announced, as well as general higher momentum in our commercialization efforts year over year in the first quarter.
Current wording
Total revenue for the sale of our Platinum line of instruments, related reagent kits and service maintenance contracts decreased by$0.2 million, or 29.9%, and increased$0.1 million, or 6.4%, for thethree and nine months ended September 30, 2025, respectively, when compared to the same periods in 2024. For the three months ended September 30, 2025, we experienced longer capital sales cycles, largely driven by low or no capital spend budgets at certain customers, primarily from actual and potential budget cuts from the National Institute of Health (“NIH”). For thenine months ended September 30, 2025, revenue was higher, primarily from the contribution of the first quarter 2025 results, which largely occurred before significant NIH funding constraints were announced, as well as general higher momentum in our commercialization efforts year over year in the first quarter.
Previous wording
Total cost of revenue decreased$28 thousand, or 10.4%, and increased $0.1 million, or 30.7%for thethree and six months ended June 30, 2025, respectively, as compared to the same periods in 2024. The change in the cost of revenue is based on the relative volume and revenue decrease for the three months ended June 30, 2025 as compared to the prior year and increase in volume and revenue for thesix months ended June 30, 2025 compared to the prior year.
Current wording
Total cost of revenue decreased$0.1 million, or 14.8%, and increased $0.1 million, or 8.9%, for thethree and nine months ended September 30, 2025, respectively, as compared to the same periods in 2024. The change in the cost of revenue is based on the relative revenue and volume decreases for the three months ended September 30, 2025 as compared to the to the same period in 2024 and increases in revenue and volume for thenine months ended September 30, 2025 as compared to the same period in 2024.
Previous wording
Gross profit margin was 59.4% and 58.4% for thethree and six months ended June 30, 2025, respectively, as compared to 56.9% and 57.7% for the same periods in 2024, respectively. This change in margin was primarily based on the mix of products sold during each period and includes approximately a 13% and 7% benefit for the three and six months ended June 30, 2025 and approximately a 9% and 11% benefit for the three and six months ended June 30, 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 wording
Gross profit margin was 35.1% and 51.9% for thethree and nine months ended September 30, 2025, respectively, as compared to 46.6% and 53.1% for the same periods in 2024, respectively. This change in margin was primarily based on the mix of products sold during each period and, for the nine months ended September 30, 2025, includes approximately a 1% benefit for inventory utilized that was carried at low or no value that predates the commercial launch of our Platinum line of instruments. There was no such benefit for the three months ended September 30, 2025. The three and nine months ended September 30, 2024 include approximately a 1% and 6% benefit, 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.
Previous wording
Research and development expenses for thethree and six months ended June 30, 2025 and 2024 are as follows (dollars in thousands):
Current wording
Research and development expenses for thethree and nine months ended September 30, 2025 and 2024 are as follows (dollars in thousands):
Previous wording
Research and development expenses increased by $0.8 million, or 5.8%, for the three months ended June 30, 2025, when compared to the same period in 2024. This increase was primarily driven by a $2.0 million increase in fabrication and outsourced services partially offset by a $0.5 million decrease in payroll and payroll-related costs, a $0.4 million decrease in write-downs of inventory that no longer had an alternative future use and a $0.2 million decrease in professional services and consulting fees.
Current wording
Research and development expenses increased by $0.2 million, or 0.4%, for the nine months ended September 30, 2025, when compared to the same period in 2024. This increase was primarily due to a $4.2 million increase in fabrication and outsourced services driven by efforts supporting the development of our Proteus platform partially offset by a $2.2 million decrease in payroll and payroll-related costs resulting primarily from the reduction in headcount related to the November 2024 restructuring, a $1.0 million decrease in laboratory supplies, a $0.4 million decrease in professional services and consulting fees and a $0.4 million net decrease in other expenses.
Previous wording
Selling, general and administrative expenses for thethree and six months ended June 30, 2025 and 2024 are as follows (dollars in thousands):
Current wording
Selling, general and administrative expenses for thethree and nine months ended September 30, 2025 and 2024 are as follows (dollars in thousands):
Previous wording
Selling, general and administrative expenses decreased $0.5 million, or 4.2%, for the three months ended June 30, 2025, when compared to the same period in 2024. This decrease was primarily due to a $0.2 million decrease in tax expense, a $0.2 million decrease in depreciation expense, a $0.2 million decrease in payroll and payroll-related costs, a $0.1 million decrease in software expense, a $0.1 million decrease in legal fees and a $0.2 million net decrease in other expenses. These decreases were partially offset by a $0.4 million increase in stock-based compensation and a $0.1 million increase in professional services and consulting fees.
Current wording
Selling, general and administrative expenses decreased $1.6 million, or 12.8%, for the three months ended September 30, 2025, when compared to the same period in 2024. This decrease was primarily due to a $0.8 million decrease in payroll and payroll-related costs, a $0.3 million decrease in tax expense, a $0.3 million decrease in legal fees, a $0.2 million decrease in insurance expense due to lower insurance premiums, a $0.1 million decrease in depreciation expense and a $0.4 million net decrease in other expenses. These decreases were partially offset by a $0.4 million increase in stock-based compensation and a $0.1 million increase in professional services and consulting fees.
Previous wording
Selling, general and administrative expenses decreased $0.2 million, or 0.7%, for the six months ended June 30, 2025, when compared to the same period in 2024. This decrease was primarily due to $0.4 million decrease in depreciation expense, a $0.3 million decrease in legal fees, a $0.2 million decrease in insurance costs, a $0.2 million decrease in software expense, a $0.1 million decrease in tax expense and a $0.4 million net decrease in other expenses. These decreases were partially offset by a $1.0 million increase in stock-based compensation expense and a $0.3 million increase in payroll-and payroll-related costs.
Current wording
Selling, general and administrative expenses decreased $1.8 million, or 4.8%, for the nine months ended September 30, 2025, when compared to the same period in 2024. This decrease was primarily due to a $0.6 million decrease in legal fees. a $0.5 million decrease in payroll and payroll-related costs, a $0.5 million decrease in depreciation expense, a $0.4 million decrease in insurance expense due to lower premiums, a $0.4 million decrease in tax expense, a $0.2 million decrease in software expense and a $0.9 million net decrease in other expenses. These decreases were partially offset by a $1.5 million increase in stock-based compensation expense and a $0.2 million increase in professional services and consulting fees.
Previous wording
Legal Settlement Expense, Net of Proceeds
Current wording
Legal Settlement Expense, Net of Insurance Proceeds
Previous wording
For thethree and six months ended June 30, 2025 and 2024, Legal settlement expense, net of proceeds is as follows (dollars in thousands):
Current wording
For thethree and nine months ended September 30, 2025 and 2024, Legal settlement expense, net of insurance proceeds is as follows (dollars in thousands):
Previous wording
Legal settlement expense, net of insurance proceeds increased $3.4 million for the three and six months ended June 30, 2025, as compared to the same periods in 2024. This increase was due to apreliminary legal settlement being reached for the Delaware Stockholder Litigation. For further information on the Delaware Stockholder Litigation, please refer to Note 17. Commitments and Contingencies, in the notes to the Condensed Consolidated Financial Statements.
Current wording
Legal settlement expense, net of insurance proceeds, increased $1.8 million and $5.2 million for the three and nine months ended September 30, 2025, as compared to the same periods in 2024. This increase was due to a $3.4 million preliminary legal settlement being reached for the Delaware Stockholder Litigation in the second quarter of 2025 and a $1.8 million settlement being paid to the prior contract manufacturer that had manufactured the Platinum and Carbon instruments in the third quarter of 2025. For further information on these settlements, please refer to Note 17. Commitments and Contingencies in the notes to the unaudited Condensed Consolidated Financial Statements.
Previous wording
For thethree and six months ended June 30, 2025 and 2024, dividend and interest income is derived primarily from fixed income securities and money market mutual funds.
Current wording
For thethree and nine months ended September 30, 2025 and 2024, dividend and interest income was derived primarily from fixed income securities and money market mutual funds.
Previous wording
Dividend and interest income for thethree and six months ended June 30, 2025 and 2024 is as follows (dollars in thousands):
Current wording
Dividend and interest income for thethree and nine months ended September 30, 2025 and 2024 is as follows (dollars in thousands):
Previous wording
Dividend and interest income decreased by$0.6 million and$1.6 million for thethree and six months ended June 30, 2025, respectively, as compared to the same respective periods in 2024. These decreases are a result of lower market interest rates on invested capital and lower average invested capital in thethree and six months ended June 30, 2025.
Current wording
Dividend and interest income decreased by$0.1 million and$1.7 million for thethree and nine months ended September 30, 2025, respectively, as compared to the same respective periods in 2024. These decreases are a result of lower market interest rates on invested capital as well as relative lower invested balances in thethree and nine months ended September 30, 2025.
Previous wording
Change in warrant liabilities for thethree and six months ended June 30, 2025 and 2024 is as follows (dollars in thousands):
Current wording
Change in warrant liabilities for thethree and nine months ended September 30, 2025 and 2024 is as follows (dollars in thousands):
Previous wording
For the three months ended June 30, 2025, we recognized $1.0 million of expense from the increase in the fair value of warrant liabilities as compared to $0.5 million of income from the decrease in the fair value of warrant liabilities for the same period in 2024, resulting in an increase in expense of $1.5 million, or 308.4%.
Current wording
For the three months ended September 30, 2025, we recognized $1.5 million of income from the decrease in the fair value of warrant liabilities as compared to $0.1 million of income from the decrease in the fair value of warrant liabilities for the same period in 2024, resulting in an increase in income of $1.4 million, or 1152.9%.
Previous wording
For the six months ended June 30, 2025, we recognized $2.4 million of income from the decrease in the fair value of warrant liabilities as compared to $0.8 million of income from the decrease in the fair value of warrant liabilities for the same period in 2024, an increase in income of $1.6 million, or 202.4%.
Current wording
For the nine months ended September 30, 2025, we recognized $3.9 million of income from the decrease in the fair value of warrant liabilities as compared to $0.9 million of income from the decrease in the fair value of warrant liabilities for the same period in 2024, resulting in an increase in income of $3.0 million, or 327.8%.
Previous wording
Other expense, net, typically consists of currency revaluations and income from credit card cash rewards programs. Other expense, net, for thethree and six months ended June 30, 2025 and 2024 is as follows (dollars in thousands):
Current wording
Other (expense) income, net, typically consists of currency revaluations and income from credit card cash rewards programs. Other (expense) income, net, for thethree and nine months ended September 30, 2025 and 2024 is as follows (dollars in thousands):
Previous wording
Other expense, net, increased slightly for both thethree and six months ended June 30, 2025 as compared to the same periods in 2024.
Current wording
Other (expense) income, net, increased for both thethree and nine months ended September 30, 2025 as compared to the same periods in 2024.
Previous wording
The following table presents a summary of our consolidated cash flows for operating, investing, and financing activities for thesix months ended June 30, 2025 and 2024 (in thousands):
Current wording
The following table presents a summary of our consolidated cash flows for operating, investing, and financing activities for thenine months ended September 30, 2025 and 2024 (in thousands):
Previous wording
For the six months ended June 30, 2024, net cash used in operating activities of $41.8 million was primarily due to a net loss of $42.6 million resulting from continued spend on research and development and commercialization efforts, accretion on marketable securities of $4.3 million, net changes in operating assets and liabilities of $3.4 million, and a change in fair value of warrant liabilities of $0.8 million, primarily driven by the change in the underlying trading price of our Class A common stock partially offset by stock-based compensation of $4.1 million, depreciation and amortization of $2.4 million, write-downs of inventory of $1.6 million and non-cash lease expense of $1.2 million.
Current wording
For the nine months ended September 30, 2025, net cash used in operating activities of $78.4 million was primarily due to a net loss of $83.7 million resulting from continued spend on research and development and commercialization efforts, accretion on marketable securities of $6.5 million, a change in fair value of warrant liabilities of $3.9 million which was primarily driven by the change in the underlying trading price of our Class A common stock, and net changes in operating assets and liabilities of $2.8 million partially offset by stock-based compensation of $8.1 million, depreciation and amortization of $3.3 million, a loss on lease termination of $2.3 million and related $1.2 million write-off of construction in process for the New Haven, Connecticut lease, non-cash lease expense of $1.9 million and write-downs of inventory of $1.8 million.
Previous wording
For the six months ended June 30, 2025, net cash used in operating activities of $46.4 million was primarily due to a net loss of $48.0 million resulting from continued spend on research and development and commercialization efforts, accretion on marketable securities of $4.3 million, a change in fair value of warrant liabilities of $2.4 million, primarily driven by the change in the underlying trading price of our Class A common stock, and net changes in operating assets and liabilities of $1.3 million partially offset by stock-based compensation of $5.3 million, depreciation and amortization of $2.1 million, non-cash lease expense of $1.3 million and write-downs of inventory of $1.0 million.
Current 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, write-downs of inventory of $2.4 million and achange in fair value of warrant liabilities of $0.9 million which was primarily driven by the change in the underlying trading price of our Class A common stock.
Previous wording
For thesix months ended June 30, 2025, net cash used in investing activities was $29.1 million compared to net cash used in investing activities of $32.6 million for the same period in 2024. This decrease in cash used was primarily due to a $17.2 million decrease in cash used to purchase marketable securities and a $0.5 million decrease in cash used to purchase property and equipment. These decreases in cash used were partially offset by a $14.3 million decrease in cash provided by the sales and maturities of marketable securities.
Current wording
For thenine months ended September 30, 2025, net cash used in investing activities was$35.3 million compared to net cash used in investing activities of$26.8 million for the same period in 2024. This increase in cash used was primarily due to a $33.2 million increase in cash used to purchase marketable securities that was partially offset by a $23.9 million increase in cash provided by the sales and maturities of marketable securities and a $0.6 million decrease in purchases of property and equipment.
Previous wording
For thesix months ended June 30, 2025, net cash provided by financing activities was $48.4 million compared to $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 January 2025 Registered Direct Offering and $1.6 million of proceeds from the exercise of stock options. Further information regarding the January 2025 Registered Direct Offering can be found below.
Current wording
For thenine months ended September 30, 2025, net cash provided by financing activities was$95.4 million compared to$0.1 million for the same period in 2024. This increase in cash provided was primarily due to $93.5 million of net proceeds from the issuance of common stock from net direct equity and pre-funded warrant offerings that occurred in January and July of 2025 and a $1.7 million increase in proceeds from the exercise of stock options. Further information regarding the direct equity and pre-funded warrant offerings can be found below under the header Liquidity Outlook.
Previous wording
As of June 30, 2025, we had cash and cash equivalents and investments in marketable securities totaling $214.2 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 September 30, 2025, we had cash and cash equivalents and investments in marketable securities, current and non-current of $230.5 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
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. After the closing of the July 2025 Registered Direct Offering described below, the remaining capacity of the Shelf Registration Statement is approximately $13.8 million.
Current wording
On August 11, 2023, we filed a universal shelf registration statement on Form S-3 (the “2023 Shelf Registration Statement”) covering the offering of Class A common stock, preferred stock, debt securities, warrants, rights and units. After the closing of the July 2025 Registered Direct Offering, the remaining capacity of the 2023 Shelf Registration Statement was approximately $13.8 million. We filed a universal shelf registration statement on Form S-3 and a subsequent amendment to the Form S-3 (the “2025 Shelf Registration Statement”), on September 26, 2025 and October 9, 2025, respectively, covering the offering of Class A common stock, preferred stock, debt securities, warrants, rights and units.
Previous 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 during thethree and six months ended June 30, 2025. In connection with the July 2025 Registered Direct Offering, as described below, the Company provided written notice, effective as of July 3, 2025, to Canaccord Genuity LLC of its election to terminate the Sales Agreement for the Company’s at-the-market offering. At the time of termination, the Company had sold 23,425,650 shares of its Class A common stock under the equity distribution agreement for aggregate gross proceeds of $36.2 million.
Current wording
On December 11, 2024, we entered into an Equity Distribution Agreement (the “Canaccord Sales Agreement”) with Canaccord to sell shares of our Class A common stock 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 acted as sales agent (the “2024 ATM Offering”). We had no obligation to sell any shares under the Canaccord Sales Agreement and could at any time suspend solicitation and offers under the Canaccord Sales Agreement. The 2024 ATM Offering was made pursuant to the 2023 Shelf Registration Statement and a prospectus supplement related to the 2024 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 2024 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 2024 ATM Offering during thethree and nine months ended September 30, 2025. In connection with the July 2025 Registered Direct Offering, we provided written notice, effective as of July 3, 2025, to Canaccord of our election to terminate the Canaccord Sales Agreement for our at-the-market offering. At the time of termination, we had sold 23,425,650 shares of our Class A common stock under the Canaccord Sales Agreement for aggregate gross proceeds of $36.2 million.
Previous wording
15,625,000 shares of our Class A common stock at a price of $3.20 per Share. The gross proceeds from the January 2025 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 thesix months ended June 30, 2025 were approximately $46.8 million.
Current wording
On January 3, 2025, we entered into a securities purchase agreement with certain institutional investors in connection with the January 2025 Registered Direct Offering. The gross proceeds from the January 2025 Registered Direct Offering were $50.0 million. After deducting estimated placement agents’ fees and other offering expenses payable by us, net proceeds recorded as of September 30, 2025 were approximately $46.8 million.
Previous wording
We lease certain facilities and equipment under non-cancellable lease agreements that expire at various dates through 2032. As of June 30, 2025, future lease payments, before adjustments for tenant incentives, were approximately$24.4 million.
Current wording
We lease certain facilities and equipment under non-cancellable lease agreements that expire at various dates through 2029. As of September 30, 2025, future lease payments were approximately$5.1 million.
Previous 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.
Current 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 U.S. GAAP. 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 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 unaudited Condensed Consolidated Financial Statements for a complete description of our significant accounting policies.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
In addition, in connection with the July 2025 Registered Direct Offering, we provided written notice, effective as of July 3, 2025, to Canaccord Genuity LLC (“Canaccord”) of our election to terminate the equity distribution agreement dated December 11, 2024 for our at-the-market offering. At the time of termination, we had sold 23,425,650 shares of our Class A common stock under the equity distribution agreement for aggregate gross proceeds of $36.2 million.