[10-Q] 908 Devices Inc. Quarterly Earnings Report

Rhea-AI Filing Summary

908 Devices Inc. (MASS) reported Q3 2025 results. Revenue was $14.0 million, slightly below $14.5 million a year ago, while year-to-date revenue rose to $38.8 million from $33.4 million. Gross profit for the quarter was $7.4 million.

Operating expenses reflected a $10.7 million increase in the fair value of contingent consideration, driving a Q3 loss from continuing operations of $14.9 million. Year-to-date loss from continuing operations was $37.7 million.

The company completed the sale of its Desktop Portfolio to Repligen, recording a $56.1 million gain

Liquidity strengthened with cash and cash equivalents of $62.8 million and marketable securities of $49.3 million at September 30, 2025. Deferred revenue was $18.3 million. A current contingent consideration liability of $23.0 million reflects updated fair value tied to prior acquisitions.

Shares outstanding were 36,118,576 at September 30, 2025; as of November 5, 2025, they were 36,192,978.

Insights

Equity analyst

Core ops remain loss-making; cash bolstered by asset sale.

Revenue held near prior-year levels in Q3 ($14.0M vs $14.5M) and rose year-to-date ($38.8M vs $33.4M), indicating stable demand for handheld products and services. Gross profit was $7.4M in Q3, but operating results were pressured by a $10.7M increase in contingent consideration.

The company recorded a $56.1M gain from selling its Desktop Portfolio to Repligen, which swung year-to-date results to net income of $15.3M. Cash and marketable securities totaled $62.8M and $49.3M, respectively, providing liquidity for operations.

Key variables include the fair value of contingent consideration tied to acquisition earnouts and equity price, and execution under the transition services agreement income disclosed for Q3. Subsequent filings may detail progress against deferred revenue of $18.3M and any changes to contingent consideration.

11/10/2025 - 09:01 AM

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Table of Contents

​

​

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                     to                     .

Commission File Number: 001-39815

908 DEVICES INC.

(Exact name of registrant as specified in its charter)

Delaware	45-4524096
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
​	​
44 Third Avenue, Burlington, MA	01803
(Address of principal executive offices)	(Zip Code)

​

Registrant’s telephone number, including area code: (857) 254-1500

​

645 Summer Street, Boston, MA 02210

Former name, former address and former fiscal year, if changed since last report

Securities registered pursuant to Section 12(b) of the Act:

​

Title of each class	Trading Symbol(s)	Name of each exchange   on which registered
Common Stock, par value $0.001 per share	MASS	The Nasdaq Global Market

​

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  ☒    No  ☐

​

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).   Yes  ☒    No  ☐

​

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

​

	​		​
Large accelerated filer  ☐	​	Accelerated filer	☐
Non-accelerated filer    ☒	​	Smaller reporting company	☒
​	​	Emerging growth company	☒

​

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

​

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   Yes  ☐    No  ☒

​

As of November 5, 2025, the registrant had 36,192,978 shares of common stock, $0.001 par value per share, issued and outstanding.

​

​

​

​

Table of Contents

908 DEVICES INC.

Table of Contents

​

​	​	​	​
​	​		Page
PART I.	FINANCIAL INFORMATION	​	4
Item 1.	Condensed Consolidated Financial Statements (Unaudited)	​	4
​	Condensed Consolidated Balance Sheets	​	4
​	Condensed Consolidated Statements of Operations	​	5
​	Condensed Consolidated Statements of Comprehensive Income (loss)	​	6
​	Condensed Consolidated Statements of Stockholders’ Equity	​	7
​	Condensed Consolidated Statements of Cash Flows	​	8
​	Notes to Unaudited Condensed Consolidated Financial Statements	​	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	​	33
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	​	49
Item 4.	Controls and Procedures	​	49
PART II.	OTHER INFORMATION	​	50
Item 1.	Legal Proceedings	​	50
Item 1A.	Risk Factors	​	50
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	​	50
Item 3.	Defaults Upon Senior Securities	​	50
Item 4.	Mine Safety Disclosures	​	50
Item 5.	Other Information	​	50
Item 6.	Exhibits	​	51
Signatures		​	52

​

​

​

2

Table of Contents

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements, which reflect our current views with respect to, among other things, our operations and financial performance. All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q, including statements regarding our future results of operations and financial position, business strategy and plans and our objectives for future operations, are forward-looking statements, and are made under the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “could,” “target,” “predict,” “seek” and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short- and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those referenced in the section titled “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q. Moreover, we operate in a competitive and rapidly changing environment and new risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this Quarterly Report on Form 10-Q may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

The forward-looking statements included in this Quarterly Report on Form 10-Q are made only as of the date of this report. You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. We undertake no obligation to update publicly any forward-looking statements for any reason after the date of this Quarterly Report on Form 10-Q to conform these statements to actual results or to changes in our expectations.

We own various trademark registrations and applications, and unregistered trademarks, including MX908, ThreatID, ProtectIR, XplorIR, VipIR, 908 Devices and our corporate logo. All other trade names, trademarks and service marks of other companies appearing in this Quarterly Report on Form 10-Q are the property of their respective holders. Solely for convenience, the trademarks and trade names in this Quarterly Report on Form 10-Q may be referred to without the ®,™ or RTM symbols, but such references should not be construed as any indicator that their respective owners will not assert, to the fullest extent under applicable law, their rights thereto. We do not intend to use or display other companies’ trademarks and trade names to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

​

3

Table of Contents

PART I—FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements (Unaudited)

908 DEVICES INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands, except share and per share amounts)

​	​	​	​	​	​	​
​	​	September 30,		​	December 31,
​		2025			2024
Assets		​	​		​
Current assets:		​	​		​
Cash and cash equivalents	​	$	62,802	​	$	43,355
Marketable securities	​	​	49,250	​	​	25,568
Accounts receivable, net of allowance for credit losses of $146 and $524 at September 30, 2025 and December 31, 2024	​		11,000	​		8,852
Inventory	​		15,326	​		10,886
Prepaid expenses and other current assets	​	​	6,558	​	​	4,184
Current assets of discontinued operations	​		—	​		10,210
Total current assets	​		144,936	​		103,055
Operating lease, right-of-use assets	​		4,152	​		3,842
Property and equipment, net	​		4,147	​		1,595
Intangible assets, net	​	​	37,144	​	​	38,679
Other long-term assets	​	​	494	​	​	511
Non-current assets of discontinued operations	​		—	​		11,794
Total assets	​	$	190,873	​	$	159,476
Liabilities and Stockholders' Equity	​		​	​		​
Current liabilities:	​		​	​		​
Accounts payable	​	$	1,811	​	$	1,368
Accrued expenses	​		7,067	​		7,195
Deferred revenue	​		9,106	​		10,417
Operating lease liabilities	​		481	​		1,473
Contingent consideration	​	​	23,012	​	​	—
Current liabilities of discontinued operations	​		—	​		4,696
Total current liabilities	​		41,477	​		25,149
Operating lease liabilities, net of current portion	​		3,873	​		2,600
Deferred revenue, net of current portion	​		9,194	​		10,213
Contingent consideration, net of current portion	​	​	—	​	​	2,284
Other long-term liabilities	​	​	30	​	​	—
Non-current liabilities of discontinued operations	​		—	​		4,638
Total liabilities	​		54,574	​		44,884
Commitments and contingencies (Note 15)	​		​	​		​
Stockholders' equity:	​		​	​		​
Preferred stock, $0.001 par value; 5,000,000 shares authorized, no shares issued or outstanding at September 30, 2025 and December 31, 2024, respectively	​	​	—	​	​	—
Common stock, $0.001 par value; 100,000,000 shares authorized; 36,118,576 shares and 35,098,493 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively	​		36	​		35
Additional paid-in capital	​		363,710	​		356,216
Accumulated other comprehensive income	​	​	43	​	​	1,146
Accumulated deficit	​		(227,490)	​		(242,805)
Total stockholders' equity	​		136,299	​		114,592
Total liabilities and stockholders' equity	​	$	190,873	​	$	159,476

​

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

4

Table of Contents

908 DEVICES INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands, except share and per share amounts)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended September 30,

​

Nine Months Ended September 30,

​

​

2025

2024

2025

2024

​

Revenue:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Product revenue

​

$

10,844

​

$

11,216

​

$

28,950

​

$

24,996

​

​

Service and contract revenue

​

​

3,161

​

​

3,303

​

​

9,867

​

​

8,407

​

​

Total revenue

​

14,005

​

14,519

​

38,817

​

33,403

​

​

Cost of revenue:

​

​

​

​

​

​

​

​

​

​

Product cost of revenue

​

5,290

​

4,967

​

15,338

​

11,423

​

​

Service and contract cost of revenue

​

​

1,360

​

​

1,774

​

​

4,210

​

​

4,153

​

​

Total cost of revenue

​

6,650

​

6,741

​

19,548

​

15,576

​

​

Gross profit

​

7,355

​

7,778

​

19,269

​

17,827

​

​

Operating expenses:

​

​

​

​

​

​

​

​

​

​

Research and development

​

3,837

​

4,205

​

12,071

​

11,088

​

​

Selling, general and administrative

​

9,134

​

9,685

​

29,712

​

29,001

​

​

Change in fair value of contingent consideration

​

10,708

​

(12,141)

​

19,999

​

(12,141)

​

​

Goodwill impairment

​

—

​

30,523

​

—

​

30,523

​

​

Total operating expenses

​

23,679

​

32,272

​

61,782

​

58,471

​

​

Loss from continuing operations

​

(16,324)

​

(24,494)

​

(42,513)

​

(40,644)

​

​

Other income, net:

​

​

​

​

​

​

​

​

​

​

Interest income

​

​

1,101

​

879

​

3,114

​

3,741

​

​

Income from transition services agreement, net

​

431

​

—

​

2,073

​

—

​

​

Other expense, net

​

(89)

​

(33)

​

(229)

​

(213)

​

​

Total other income, net

​

1,443

​

846

​

4,958

​

3,528

​

​

Loss from operations before income taxes

​

​

(14,881)

​

​

(23,648)

​

​

(37,555)

​

​

(37,116)

​

​

Income tax expense

​

​

(29)

​

​

—

​

​

(100)

​

​

—

​

​

Net loss from continuing operations

​

$

(14,910)

​

$

(23,648)

​

​

(37,655)

​

​

(37,116)

​

​

Net income (loss) from discontinued operations, net of tax

​

(72)

​

(5,647)

​

52,970

​

(15,644)

​

​

Net income (loss) attributable to common stockholders

​

$

(14,982)

​

$

(29,295)

​

$

15,315

​

$

(52,760)

​

​

Net loss from continuing operations per share attributable to common stockholders, basic and diluted

​

$

(0.41)

​

$

(0.68)

​

$

(1.05)

​

$

(1.10)

​

​

Net income (loss) from discontinued operations per share attributable to common stockholders, basic and diluted

​

$

(0.00)

​

$

(0.16)

​

$

1.48

​

$

(0.46)

​

​

Net income (loss) per share attributable to common stockholders, basic and diluted

​

$

(0.41)

​

$

(0.84)

​

$

0.43

​

$

(1.56)

​

​

Weighted average common shares outstanding

​

​

​

​

​

​

​

​

​

​

Basic and diluted

​

​

36,101,051

​

​

34,670,638

​

​

35,791,111

​

​

33,817,613

​

​

​

​

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

​

5

Table of Contents

908 DEVICES INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)

(in thousands, except share amounts)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended September 30,

​

Nine Months Ended September 30,

​

​

2025

​

2024

​

2025

​

2024

​

Net income (loss) attributable to common stockholders

​

$

(14,982)

​

$

(29,295)

​

$

15,315

​

$

(52,760)

​

​

Other comprehensive income (loss)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Foreign currency translation adjustment

​

—

​

683

​

(7)

​

188

​

​

Foreign currency translation adjustments reclassed out of accumulated other comprehensive income related to discontinued operations

​

​

—

​

​

—

​

​

(1,125)

​

​

—

​

​

Unrealized gain on marketable securities, net of tax of $0

​

​

59

​

​

27

​

​

29

​

​

15

​

​

Total other comprehensive income (loss)

​

$

59

​

$

710

​

$

(1,103)

​

$

203

​

​

Comprehensive income (loss)

​

$

(14,923)

​

$

(28,585)

​

$

14,212

​

$

(52,557)

​

​

​

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

​

​

​

6

Table of Contents

908 DEVICES INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)

(in thousands, except share amounts)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Accumulated

​

​

​

​

​

​

​

​

​

​

Additional

​

Other

​

​

​

Total

​

​

Common Stock

​

Paid-in

​

Comprehensive

​

Accumulated

​

Stockholders'

​

Shares

Amount

Capital

​

Income (Loss)

Deficit

Equity

Balances at December 31, 2024

​

35,098,493

​

$

35

​

$

356,216

​

$

1,146

​

$

(242,805)

​

$

114,592

Issuance of common stock upon exercise of stock options

​

8,266

​

​

—

​

​

11

​

​

—

​

​

—

​

​

11

Stock-based compensation expense

​

—

​

​

—

​

​

2,365

​

​

—

​

​

—

​

​

2,365

Vesting of restricted stock units

​

632,797

​

​

1

​

​

—

​

​

—

​

​

—

​

​

1

Net income

​

—

​

​

—

​

​

—

​

​

—

​

​

43,603

​

​

43,603

Foreign currency translation adjustments

​

—

​

​

—

​

​

—

​

​

(7)

​

​

—

​

​

(7)

Foreign currency translation adjustments reclassed out of accumulated other comprehensive income related to discontinued operations

​

—

​

​

—

​

​

—

​

​

(1,125)

​

​

—

​

​

(1,125)

Unrealized loss on marketable securities

​

—

​

​

—

​

​

—

​

​

(16)

​

​

—

​

​

(16)

Balances at March 31, 2025

​

35,739,556

​

$

36

​

$

358,592

​

$

(2)

​

$

(199,202)

​

$

159,424

Issuance of common stock upon exercise of stock options

​

100,397

​

​

—

​

​

207

​

​

—

​

​

—

​

​

207

Stock-based compensation expense

​

—

​

​

—

​

​

2,336

​

​

—

​

​

—

​

​

2,336

Issuance of common stock upon ESPP purchase

​

57,988

​

​

—

​

​

170

​

​

—

​

​

—

​

​

170

Vesting of restricted stock units

​

159,635

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Net loss

​

—

​

​

—

​

​

—

​

​

—

​

​

(13,306)

​

​

(13,306)

Unrealized loss on marketable securities

​

—

​

​

—

​

​

—

​

​

(14)

​

​

—

​

​

(14)

Balances at June 30, 2025

​

36,057,576

​

$

36

​

$

361,305

​

$

(16)

​

$

(212,508)

​

$

148,817

Issuance of common stock upon exercise of stock options

​

24,746

​

​

—

​

​

26

​

​

—

​

​

—

​

​

26

Stock-based compensation expense

​

—

​

​

—

​

​

2,379

​

​

—

​

​

—

​

​

2,379

Vesting of restricted stock units

​

36,254

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Net loss

​

—

​

​

—

​

​

—

​

​

—

​

​

(14,982)

​

​

(14,982)

Unrealized gains on marketable securities

​

—

​

​

—

​

​

—

​

​

59

​

​

—

​

​

59

Balances at September 30, 2025

36,118,576

​

$

36

​

$

363,710

​

$

43

​

$

(227,490)

​

$

136,299

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Accumulated

​

​

​

​

​

​

​

​

​

​

Additional

​

Other

​

​

​

Total

​

​

Common Stock

​

Paid-in

​

Comprehensive

​

Accumulated

​

Stockholders'

​

Shares

Amount

Capital

​

Income

Deficit

Equity

Balances at December 31, 2023

​

32,519,023

​

$

33

​

$

334,692

​

$

1,365

​

$

(170,599)

​

$

165,491

Issuance of common stock upon exercise of stock options

34,563

​

​

—

​

​

61

​

​

—

​

​

—

​

​

61

Stock-based compensation expense

—

​

​

—

​

​

2,643

​

​

—

​

​

—

​

​

2,643

Vesting of restricted stock units

​

370,511

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Net loss

—

​

​

—

​

​

—

​

​

—

​

​

(10,917)

​

​

(10,917)

Foreign currency translation adjustments

​

—

​

​

—

​

​

—

​

​

(370)

​

​

—

​

​

(370)

Unrealized loss on marketable securities

​

—

​

​

—

​

​

—

​

​

(15)

​

​

—

​

​

(15)

Balances at March 31, 2024

​

32,924,097

​

$

33

​

$

337,396

​

$

980

​

$

(181,516)

​

$

156,893

Issuance of common stock upon exercise of stock options

​

57,610

​

​

—

​

​

97

​

​

—

​

​

—

​

​

97

Stock-based compensation expense

​

—

​

​

—

​

​

3,096

​

​

—

​

​

—

​

​

3,096

Issuance of common stock pursuant to the acquisition of RedWave Technology

​

1,497,171

​

​

2

​

​

8,615

​

​

—

​

​

—

​

​

8,617

Issuance of common stock upon ESPP purchase

​

67,292

​

​

—

​

​

326

​

​

​

​

​

​

​

​

326

Vesting of restricted stock units

​

84,713

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Net loss

​

—

​

​

—

​

​

—

​

​

—

​

​

(12,548)

​

​

(12,548)

Foreign currency translation adjustments

​

—

​

​

—

​

​

—

​

​

(125)

​

​

—

​

​

(125)

Unrealized gains on marketable securities

​

—

​

​

—

​

​

—

​

​

3

​

​

—

​

​

3

Balances at June 30, 2024

​

34,630,883

​

$

35

​

$

349,530

​

$

858

​

$

(194,064)

​

$

156,359

Issuance of common stock upon exercise of stock options

41,535

​

​

—

​

​

66

​

​

—

​

​

—

​

​

66

Stock-based compensation expense

​

—

​

​

—

​

​

3,199

​

​

—

​

​

—

​

​

3,199

Vesting of restricted stock units

​

40,070

​

​

—

​

​

—

​

​

—

​

​

—

​

​

—

Net loss

​

—

​

​

—

​

​

—

​

​

—

​

​

(29,295)

​

​

(29,295)

Foreign currency translation adjustments

​

—

​

​

—

​

​

—

​

​

683

​

​

—

​

​

683

Unrealized gains on marketable securities

​

—

​

​

—

​

​

—

​

​

27

​

​

—

​

​

27

Balances at September 30, 2024

​

34,712,488

​

$

35

​

$

352,795

​

$

1,568

​

$

(223,359)

​

$

131,039

​

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

7

Table of Contents

908 DEVICES INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

​	​	​	​	​	​	​
​	​	Nine Months Ended September 30,
​		2025			2024
Cash flows from operating activities:	​	​		​	​
Net income (loss)	​	$	15,315	​	$	(52,760)
Adjustments to reconcile net income (loss) to net cash used in operating activities:	​		​	​		​
Goodwill impairment	​	​	—	​	​	30,523
Depreciation and amortization expense	​		3,354	​		3,245
Stock-based compensation expense	​		7,080	​		8,938
Provision for inventory obsolescence	​		378	​		527
Net amortization of premiums and accretion of discounts on marketable securities	​	​	(641)	​	​	(86)
Loss on disposal of property and equipment	​	​	133	​	​	54
Gain on sale of Desktop Portfolio, net of transaction costs	​	​	(56,128)	​	​	—
Provision for credit losses	​	​	—	​	​	190
Change in fair value of contingent consideration	​	​	19,999	​	​	(12,141)
Deferred income tax	​	​	—	​	​	(210)
Changes in operating assets and liabilities, net of business combinations:	​		​	​		​
Accounts receivable, net	​		546	​		(6,901)
Inventory	​		(5,462)	​		(2,996)
Prepaid expenses and other current assets	​		(2,237)	​		1,478
Other long-term assets	​		189	​		(6)
Accounts payable and accrued expenses	​		(5,423)	​		464
Deferred revenue	​		(2,142)	​		1,694
Right-of-use operating lease assets	​		1,563	​		1,493
Operating lease liabilities	​		(1,531)	​		(1,510)
Net cash used in operating activities	​		(25,007)	​		(28,004)
Cash flows from investing activities:	​		​	​		​
Purchases of property and equipment	​		(961)	​		(412)
Purchases of marketable securities	​	​	(54,276)	​	​	(40,879)
Acquisition of businesses, net of cash acquired	​	​	(2,000)	​	​	(44,783)
Proceeds from sale of Desktop Portfolio	​	​	69,909	​	​	—
Proceeds from maturities of marketable securities	​	​	31,265	​	​	38,973
Net cash provided by (used in) investing activities	​		43,937	​		(47,101)
Cash flows from financing activities:	​		​	​		​
Payments for withholding taxes on vested awards	​	​	(698)	​	​	(1,039)
Proceeds from issuance of common stock	​	​	415	​	​	551
Payments for contingent consideration	​	​	—	​	​	(417)
Net cash used in financing activities	​		(283)	​		(905)
Effect of foreign exchange rate changes on cash and cash equivalents	​	​	27	​	​	(6)
Net increase (decrease) in cash, cash equivalents and restricted cash	​		18,674	​		(76,016)
Cash, cash equivalents and restricted cash at beginning of period	​		44,203	​		121,212
Cash, cash equivalents and restricted cash at end of period	​	$	62,877	​	$	45,196
Supplemental disclosure of noncash investing and financing information:	​		​	​		​
Property and equipment included in account payable	​	$	—	​	$	36
Transfers of inventory to property and equipment	​	$	513	​	$	999
Fair value of common stock issued for acquisition of RedWave Technology	​	$	—	​	$	8,616
Reconciliation of cash, cash equivalents and restricted cash:	​	​	​	​	​	​
Cash and cash equivalents	​	$	62,802	​	$	45,025
Restricted cash included in other long-term assets	​	​	75	​	​	171
Total cash, cash equivalents and restricted cash shown in the statement of cash flows	​	$	62,877	​	$	45,196

​

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

8

Table of Contents

908 DEVICES INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Nature of the Business and Basis of Presentation

908 Devices Inc. (the “Company”) was incorporated in the State of Delaware on February 10, 2012. The Company is revolutionizing chemical analysis with its simple handheld devices, addressing life-altering applications. The Company’s devices are used at the point-of-need to interrogate unknown and invisible materials and provide quick, actionable answers in vital health, safety and defense tech applications, addressing the fentanyl and illicit drug crisis, toxic carcinogen exposure, and global security threats. The Company designs and manufactures innovative products that bring together the power of complementary analytical technologies, software automation, and machine learning.

The Company is subject to risks and uncertainties common to technology companies in the device industry and of similar size, including, but not limited to, development by competitors of new technological innovations, dependence on key personnel, protection of proprietary technology, compliance with government regulations, uncertainty of market acceptance of products, and the need to obtain additional financing to fund operations. Potential risks and uncertainties also include, without limitation, uncertainties regarding elevated inflation and interest rates, and changes in countries’ trade policies and tariffs. Products currently under development will require additional research and development efforts prior to commercialization and will require additional capital and adequate personnel and infrastructure. The Company’s research and development may not be successfully completed, adequate protection for the Company’s technology may not be obtained, and approved products may not prove commercially viable. The Company operates in an environment of rapid change in technology and competition.

Acquisitions

The Company acquired CAM2 Technologies, LLC (d/b/a RedWave Technology) (“RedWave”), located in Danbury, Connecticut in April 2024. RedWave is a leading provider of portable Fourier Transform Infrared (“FTIR”) spectroscopic analyzers for rapid chemical identification of bulk materials. FTIR, an optical spectroscopy technology, is highly regarded for its specific substance identification abilities across a broad range of bulk materials. This acquisition provided the Company with an expanded portfolio of handheld chemical analysis devices that quickly detect and identify unknown solids, liquids, vapors, and aerosols at the point of need. In addition, RedWave provided a line of accessories for pharma Process Analytical Technology (PAT) and industrial QC applications. See Note 16, Acquisitions, for further information.

The Company acquired KAF Manufacturing Company, Inc. (“KAF”), located in Stamford, Connecticut in July 2025. KAF is a precision machining company focused on providing precision components, diamond-turned optics and components for laboratory and medical instrument original equipment manufacturers and for the aerospace industry. This acquisition provided the Company with strength and sustainability over its supply chain for critical FTIR components. See Note 16, Acquisitions, for further information.

​

Divestment of Desktop Portfolio

The Company sold its wholly-owned subsidiary, 908 Devices GmbH and certain liabilities and specified assets of the Company which together constituted the entirety of the Company’s portfolio of desktop devices used in the field of bioprocessing PAT (the “Desktop Portfolio”) to Repligen Corporation and Repligen GmbH (“Repligen Corporation” or “Repligen”) on March 4, 2025 (the “Closing Date”). See Note 3, Discontinued Operation, for further information.

​

On the Closing Date, the Company entered into a Transition Services Agreement (the “TSA”) with Repligen, which provides for services to be performed by the Company in order to facilitate a transition of the business associated with the Desktop Portfolio. Under the TSA, the Company will provide certain technology, financial, manufacturing and other operational transition services to Repligen for a period of time, and will maintain the personnel and facilities required to provide such services for the duration specified for each such service. Repligen has agreed to pay the Company for certain costs of the transition services performed by the Company under the TSA and these services are recorded within Other Income, net in the Company’s condensed consolidated statement of operations.

​

9

Table of Contents

On the Closing Date, the parties entered into a Lease Assignment Assumption and Consent Agreement (the “Assignment and Assumption Agreement”). Under the Assignment and Assumption Agreement, the Company assigned to Repligen the Company’s rights in, to and under the real property lease for its North Carolina facility, and Repligen assumed the liabilities related thereto. In addition, as a result of the sale of 908 Devices GmbH, Repligen assumed the liabilities related to the real property lease in Braunschweig, Germany.

​

On the Closing Date, the Company entered into an UNC Intellectual Property Sublicense Agreement with Repligen (the “Sublicense Agreement”) under which the Company granted a sublicense to license certain Company rights to in-licensed technologies under the Company’s license agreement with the University of North Carolina (“UNC”). See Note 15, Commitments and Contingencies.

​

On the Closing Date, the company entered into a Supply Agreement with Repligen under which the Company will supply certain components to Repligen related to the Rebel product offering.

​

The Company incurred certain significant costs relating to the Transaction, such as legal, accounting, financial advisory, printing and other professional services fees, as well as other customary payments. Through September 30, 2025, these costs amounted to approximately $4.4 million and are included within the net income (loss) from discontinued operations, net of tax line item on the Company's condensed consolidated statement of operations.

​

Unaudited Interim Financial Information

​

The accompanying condensed consolidated financial statements have been prepared based on continuity of operations, realization of assets and the satisfaction of liabilities and commitments in the ordinary course of business. The Company has incurred recurring losses since inception, including net losses from continuing operations of $37.7 million for the nine months ended September 30, 2025 and $42.1 million for the year ended December 31, 2024. As of September 30, 2025, the Company had an accumulated deficit of $227.5 million. The Company expects to continue to generate operating losses for the foreseeable future. The Company expects that its cash and cash equivalents and revenue from product and service will be sufficient to fund its operating expenses and capital expenditure requirements for at least 12 months from the issuance date of the condensed consolidated financial statements. The Company may seek additional funding through private or public equity financings, debt financings, collaborations, strategic alliances and marketing, distribution or licensing arrangements. The Company may not be able to obtain financing on acceptable terms, or at all, and the Company may not be able to enter into collaborations or other arrangements. The terms of any financing may adversely affect the holdings or the rights of the Company's stockholders. If the Company is unable to obtain funding, the Company could be forced to delay, reduce or eliminate some or all of its research and development programs, product expansion or commercialization efforts, or the Company may be unable to continue operations.

​

Reclassifications

​

The Company’s Desktop Portfolio met all the conditions to be classified as held for sale and, because the Company considers the disposal of the Desktop Portfolio to be a strategic shift that will have a major effect on its operations and financial results, represented a discontinued operation. All assets and liabilities associated with the Company’s Desktop Portfolio were therefore classified as assets and liabilities of discontinued operations in our condensed consolidated balance sheets for the periods presented. Further, all historical operating results for the Company’s Desktop Portfolio are reflected within discontinued operations in the condensed consolidated statements of operation for all periods presented. For additional information, see Note 3, Discontinued Operations and TSA.

​

Certain amounts in prior periods have been reclassified to reflect the impact of the discontinued operations treatment of the Desktop Portfolio in order to conform to the current period presentation.

10

Table of Contents

​

​

2. Summary of Significant Accounting Policies

Unaudited Condensed Interim Financial Information

The condensed consolidated balance sheet at December 31, 2024 was derived from audited consolidated financial statements but does not include all disclosures required by GAAP. The accompanying unaudited condensed consolidated financial statements as of September 30, 2025 and for the three and nine months ended September 30, 2025 and 2024 have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial statements. Certain information and footnote disclosures normally included in the consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto for the year ended December 31, 2024 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 on file with the SEC. In the opinion of management, all adjustments, consisting only of normal recurring adjustments necessary for a fair statement of the Company’s financial position as of September 30, 2025 and results of operations for the three and nine months ended September 30, 2025 and 2024 and statements of stockholders’ equity for the three and nine months ended September 30, 2025 and 2024 and cash flows for the nine months ended September 30, 2025 and 2024 have been made. The Company’s results of operations for the three and nine months ended September 30, 2025 are not necessarily indicative of the results of operations that may be expected for the year ending December 31, 2025 or any other period.

Basis of Presentation

The Company’s condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”).

The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, 908 Devices Securities Corporation, RedWave, and 908 Devices (Shanghai) Technology Co., Ltd (which was dissolved in the third quarter of the current annual period). All intercompany balances and transactions have been eliminated.

Discontinued Operations

The Company accounted for the sale of its Desktop Portfolio in accordance with ASC 205 Discontinued Operations (“ASC 205”). ASC 205 requires that a component of an entity that has been disposed of or is classified as held for sale, has operations and cash flows that can be clearly distinguished from the rest of the entity, and represents a strategic shift that has (or will have) a major effect on the reporting entity’s financial results must be reported as discontinued operations. The sale of its Desktop Portfolio met the held-for-sale criteria as defined in ASC 205.

In the period a component of an entity is classified as a discontinued operation, the results of operations for the periods presented are reclassified into separate line items in the unaudited condensed consolidated statements of operations and the assets and liabilities of the discontinued operation are also reclassified into separate line items on the related condensed consolidated balance sheets. Prior period amounts are also adjusted to reflect discontinued operations presentation. All amounts included in the notes to the unaudited condensed consolidated financial statements relate to continuing operations unless otherwise noted.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting periods. Significant estimates and assumptions reflected in these condensed consolidated financial statements include, but are not limited to, revenue recognition and accounts receivable, the valuation of inventory, fair value of assets acquired and liabilities assumed in

11

Table of Contents

acquisitions, estimated fair value used to record impairment charges related to goodwill, fair value of contingent consideration, and the valuation of stock-based awards. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. Due to the impact of elevated inflation and interest rates, and changes in countries’ trade policies and tariffs and changes in interest rates, there has been uncertainty and disruption in the global economy and financial markets. The Company is not aware of any specific event or circumstance that would require further updates to its estimates or judgments or a revision of the carrying value of its assets or liabilities as of the date of issuance of these condensed consolidated financial statements. These estimates may change, as new events occur and additional information is obtained. On an ongoing basis, management evaluates its estimates as there are changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results may differ from those estimates or assumptions.

Risk of Concentrations of Credit, Significant Customers and Significant Suppliers

Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents, marketable securities, and accounts receivable. The Company’s cash and cash equivalents and restricted cash are maintained in bank deposit accounts and money market funds that regularly exceed federally insured limits. The Company is exposed to credit risk on its cash, cash equivalents and restricted cash in the event of default by the financial institutions to the extent account balances exceed the amount insured by the Federal Deposit Insurance Corporation (“FDIC”). The Company’s marketable securities are invested in U.S. treasury securities and as a result, the Company believes represent minimal credit risk.

Significant customers are those that accounted for 10% or more of the Company’s total revenue or accounts receivable. For the three months ended September 30, 2025, one customer represented 10% of total revenue. For the comparable three months ended September 30, 2024, one customer represented 24% of total revenue.

For the nine months ended September 30, 2025, no customer represented 10% or more of total revenue. For the comparable nine months ended September 30, 2024, two customers represented 12% and 10% or more of total revenue, respectively.

As of September 30, 2025, two customers accounted for 17% and 11% of gross accounts receivable, respectively. As of December 31, 2024, one customer accounted for 20% of gross accounts receivable.

Certain of the components included in the Company’s products are obtained from a sole source, a single source or a limited group of suppliers. Although the Company seeks to reduce dependence on those limited sources of suppliers and manufacturers, the partial or complete loss of certain of these sources, or the requirement to establish a new supplier for the components, could have a material adverse effect on the Company’s operating results, financial condition and cash flows and damage its customer relationships.

Accounts Receivable

Accounts receivable are presented net of an allowance for credit losses, which is an estimate of amounts that may not be collectible. The Company performs ongoing credit evaluations of its customers and monitors economic conditions to identify facts and circumstances that may indicate its receivables are at risk of not being collected. The Company provides reserves against accounts receivable for estimated credit losses, if any, that may result from a customer’s inability to pay based on the composition of its accounts receivable, current economic conditions and historical credit loss activity, and relevant available forward-looking information. Amounts deemed uncollectible are charged or written-off against the reserve. The following is a summary of the activity of the Company’s allowance for credit losses (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended September 30,

​

Nine Months Ended September 30,

​

2025

2024

2025

2024

Balances at beginning of period

​

$

119

​

$

544

​

$

524

​

$

389

Current period change for expected credit loss

​

​

27

​

​

—

​

​

(1)

​

​

163

Deduction / recoveries collected

​

​

—

​

​

—

​

​

(377)

​

​

(8)

Balances at end of period

​

$

146

​

$

544

​

$

146

​

$

544

​

12

Table of Contents

Fair Value Measurements

​

Certain assets and liabilities are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable:

​

● Level 1 - Quoted prices in active markets for identical assets or liabilities.

● Level 2 - Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data.

● Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques.

​

The Company's financial instruments consist primarily of cash equivalents, marketable securities, accounts receivable, accounts payable, accrued expenses and contingent consideration. The Company’s cash equivalents and marketable securities, consisting of money market funds (a Level 1 measurement) and U.S. treasury notes (a Level 2 measurement), are carried at fair value, determined according to the fair value hierarchy described above (See Note 4, Fair Value Measurements). The carrying values of the Company’s accounts receivable, accounts payable and accrued expenses approximate their fair values due to the short-term nature of these assets and liabilities. The carrying value of the Company’s long-term debt approximates its fair value (a Level 2 measurement) at each balance sheet date due to its variable interest rate, which approximates a market interest rate. The Company’s contingent consideration is measured at its fair value at each balance sheet date using unobservable inputs in the valuation methodology (a Level 3 measurement).

​

Property and Equipment

​

Property and equipment are stated at cost less accumulated depreciation and amortization.

​

Depreciation and amortization expense is recognized using the straight-line method over the estimated useful life of each asset as follows:

​

​

​	​	​
​		Estimated Useful Life
Laboratory and demonstration equipment		2 to 5 years
Standard tools and machinery	​	5 to 10 years
Computer equipment and software		3 years
Furniture and fixtures		7 years
Leasehold improvements		Shorter of remaining life of lease or useful life

​

During the three months ended September 30, 2025, standard tools and machinery was added to the list of assets to capture the equipment acquired with the acquisition of KAF, there is no further impact to our existing property and equipment and its depreciation.

Costs for capital assets not yet placed into service are capitalized as construction-in-progress and depreciated once placed into service. Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation and amortization are removed from the accounts and any resulting gain or loss is included in loss from operations. Expenditures for repairs and maintenance are charged to expense as incurred.

When a device is used as demonstration equipment, such device is reclassified from inventory to demonstration equipment under property and equipment and begins to depreciate over its estimated useful life. The Company does not refurbish such device or reverse transfer the device to inventory.

13

Table of Contents

Intangible Assets

Intangible assets with a finite useful life are recorded at cost, net of accumulated amortization and are amortized on a straight-line basis over their estimated useful lives as follows:

​

​	​	​
​	​	​
Customer Relationships	​	8 years
Developed Technology	​	15 years

​

The Company reviews other long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset or an asset group may not be recoverable. In evaluating long-lived assets for recoverability, the Company estimates the future cash flows that are expected from the use of each asset group. Impairment losses are measured and recorded for the excess of an asset's carrying value over its fair value. To determine the fair value of long-lived assets, the Company utilizes the valuation technique or techniques deemed most appropriate based on the nature of the asset or asset group, which may include the use of quoted market prices, prices for similar assets or other valuation techniques such as discounted future cash flows or earnings.

Segment Information

​

The Company manages its operations on a consolidated basis and as a single segment for the purposes of assessing performance and making operating decisions. The Company provides a suite of purpose-built handheld mass spectrometry and FTIR devices for use in vital health and safety applications. Operating segments are defined as components of an enterprise for which separate financial information is regularly evaluated by the Company’s chief operating decision maker, or decision-making group, in deciding how to allocate resources and assess performance. The Company has determined that its chief operating decision maker (“CODM”) is its Chief Executive Officer. See Note 17, Segment Reporting, for disclosure of significant segment expenses.

​

Revenue from Contracts with Customers

The Company’s customers primarily consist of federal and defense entities, state authorities and local municipalities, foreign national and provincial organizations and other institutions.

Distribution Channels

A majority of the Company’s revenue is generated by sales in conjunction with its channel partners, such as its international channel partners and, in the United States, for end customers where a government contract is required or a customer has a pre-existing relationship. When the Company transacts with a channel partner, its contractual arrangement is with the partner and not with the end-use customer. Whether the Company transacts business with and receives the order from a channel partner or directly from an end-use customer, its revenue recognition policy and resulting pattern of revenue recognition for the order are the same.

Disaggregated Revenue

The Company’s product and service revenue consists of sales of devices and recurring revenue which includes consumables, accessories and the sale of service and extended warranty plans. The following table presents the Company’s revenue by revenue stream (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended September 30,

​

Nine Months Ended September 30,

​

2025

2024

2025

2024

Revenue:

​

​

​

​

Device sales revenue

​

$

9,114

​

$

10,061

​

$

24,806

​

$

22,418

Recurring revenue

​

4,837

​

4,417

​

13,894

​

10,944

Contract revenue

​

54

​

41

​

117

​

41

Total revenue

​

$

14,005

​

$

14,519

​

$

38,817

​

$

33,403

​

14

Table of Contents

The following table presents the Company’s revenue by source (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended September 30,

​

Nine Months Ended September 30,

​

​

2025

2024

2025

2024

​

Revenue:

​

​

​

​

​

​

​

​

​

​

​

​

​

Handheld product and service revenue

​

$

13,215

​

$

13,868

​

$

36,624

​

$

30,587

​

Program product and service revenue

​

​

—

​

​

110

​

​

166

​

​

1,908

​

OEM and funded partnership revenue

​

​

790

​

​

541

​

​

2,027

​

​

908

​

Total revenue

​

$

14,005

​

$

14,519

​

$

38,817

​

$

33,403

​

​

Revenue based on the end-user entity type for the Company’s revenue are presented below (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended September 30,

​

Nine Months Ended September 30,

​

​

2025

2024

2025

2024

​

United States federal and defense

$

4,741

​

$

6,221

​

$

9,356

​

$

14,026

​

United States state authorities and local municipalities

​

6,098

​

​

5,779

​

​

18,346

​

​

13,184

​

Rest of world national and provincial organizations

​

2,426

​

2,018

​

​

9,133

​

5,331

​

Global pharmaceutical, industrial and other

​

740

​

501

​

​

1,982

​

862

​

Total revenue

$

14,005

​

$

14,519

​

$

38,817

​

$

33,403

​

​

The following table disaggregates the Company’s revenue from contracts with customers by geography, which are determined based on the customer location (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended September 30,

​

Nine Months Ended September 30,

​

​

2025

2024

2025

2024

​

United States

$

11,231

​

$

12,499

​

$

29,173

​

$

27,861

​

Europe, Middle East and Africa

​

1,538

​

1,747

​

​

7,358

​

4,602

​

Asia Pacific

​

793

​

​

72

​

​

1,645

​

​

433

​

Americas other

​

443

​

201

​

​

641

​

507

​

Total revenue

$

14,005

​

$

14,519

​

$

38,817

​

$

33,403

​

​

Customer Commitment

​

In June 2025, the Company entered into a Master Supply Agreement with a large analytical instrumentation customer (“OEM Customer”), who is an existing customer of the Company and a customer of KAF. The OEM Customer committed to $6.6 million of orders over the initial three years with a minimum initial cancelation fee of $2.6 million. In addition, in July 2025, the OEM Customer paid an upfront cash payment of $0.75 million to secure the supply of precision optical components and assemblies and the fee will be recognized over the initial term of the Master Supply Agreement. As of September 30, 2025, $0.7 million of the upfront payment is recorded in deferred revenue and deferred revenue, net of current portion.

​

Deferred Revenue

​

The following is a summary of the activity of the Company’s deferred revenue (in thousands):

​

​	​	​	​	​	​	​
​	​	Nine Months Ended September 30,
​		2025			2024
Balances at beginning of period	​	$	20,630	​	$	17,104
Recognition of revenue included in balance at beginning of the period	​		(8,353)	​		(6,346)
Deferred revenue acquired, net of revenue recognized	​	​	—	​	​	3,263
Revenue deferred during the period, net of revenue recognized	​		6,023	​		8,462
Balances at end of period	​	$	18,300	​	$	22,483

​

15

Table of Contents

The amount of deferred revenue equals the transaction price allocated to unfulfilled performance obligations for the period presented. Such deferred revenue amounts related to product and service revenue are expected to be recognized in the future as follows (in thousands):

​

​	​	​	​	​	​	​
​	​	September 30,		​	December 31,
​		2025			2024
Deferred revenue expected to be recognized in:		​			​
One year or less	​	$	9,106	​	$	10,417
One to two years	​		4,570	​		5,005
Three years and beyond	​		4,624	​		5,208
​	​	$	18,300	​	$	20,630

​

Other Comprehensive Income (Loss)

​

Other comprehensive income (loss) refers to revenues, expenses, gains and losses that are excluded from net income (loss) as these amounts are recorded directly as an adjustment to shareholders' equity, net of tax. The Company's other comprehensive income (loss) was composed of foreign currency translation adjustments and unrealized gains/losses on available-for-sale marketable securities.

Net Income (Loss) per Share

The Company has one class of shares outstanding and basic net income (loss) per common share is computed by dividing the net income (loss) by the weighted average number of shares of common stock outstanding for the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period, including potential dilutive common shares assuming the dilutive effect of any potential dilutive securities outstanding for the fiscal year. Potential dilutive securities include warrants, stock options, restricted stock units, shares to be purchased under the Company’s employee stock purchase plan and shares to be issued based on the amount of earnout revenue achieved under the contingent consideration related to the RedWave acquisition. For periods in which the Company reports a net loss, diluted net loss per common share is the same as basic net loss per common share since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive.

Recently Issued Accounting Pronouncements

The Company qualifies as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and has elected not to “opt out” of the extended transition related to complying with new or revised accounting standards, which means that when a standard is issued or revised and it has different application dates for public and nonpublic companies, the Company will adopt the new or revised standard at the time nonpublic companies adopt the new or revised standard and will do so until such time that the Company either (i) irrevocably elects to “opt out” of such extended transition period or (ii) no longer qualifies as an emerging growth company.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740). The accounting guidance requires public entities, on an annual basis, to provide disclosure of specific categories in their tax rate reconciliations, as well as disclosure of income taxes paid disaggregated by jurisdiction. The guidance is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently assessing the impact of the adoption of this guidance.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The new standard requires additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statement. ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact of the ASU on its consolidated financial statements.

​

On July 4, 2025, the United States Congress passed budget reconciliation bill H.R. 1 referred to as the One Big Beautiful Bill (“OBBB”). The OBBB contains several changes to corporate taxation including modifications to capitalization of research

16

Table of Contents

and development expenses, limitations on deductions for interest expense and accelerated fixed asset depreciation. While the Company continues to assess the impact of the tax provisions of the OBBB on our consolidated financial statements, the Company currently believes that the tax provisions of the legislation are not expected to have a material impact on its operations. The impacts of the OBBB are not expected to be material to the 2025 consolidated financial statements; however, impacts to future periods will continue to be evaluated.

​

In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326) to introduce a practical expedient to calculating current expected credit loss by assuming that the current conditions as of the balance sheet date will not change for the remaining life of the asset. This expedient can only be applied to current accounts receivable and current contract assets. ASU 2025-05 is effective for annual reporting periods beginning after December 15, 2025 and interim periods within those annual periods, and this update is applied prospectively. Early adoption is permitted in both interim and annual periods in which financials have not been issued. The Company is currently assessing the impact of the adoption of this guidance.

​

​

3. Discontinued Operation and TSA

On March 3, 2025, upon board approval of the transaction, the Company classified its Desktop Portfolio as held for sale, and the Company then completed the sale of its Desktop Portfolio to Repligen on March 4, 2025. The Company has determined the sale of the Desktop Portfolio represents a strategic shift that will have a major effect on its business and therefore met the criteria for classification as discontinued operations as of March 3, 2025.

The following table presents the assets and liabilities of the discontinued operations as of December 31, 2024 (in thousands):

​	​	​	​	​
​	​	December 31,
​		2024
Assets		​		​
Current assets:		​		​
Cash and cash equivalents	​	$	677	​
Accounts receivable, net	​		3,775	​
Inventory	​		5,287	​
Prepaid expenses and other current assets	​	​	471	​
Total current assets of discontinued operations	​		10,210	​
Operating lease, right-of-use assets	​		3,068	​
Property and equipment, net	​		1,826	​
Intangible assets, net	​	​	6,582	​
Other long-term assets	​	​	318	​
Total non-current assets of discontinued operations	​	​	11,794	​
Total assets of discontinued operations	​	$	22,004	​
Liabilities	​		​	​
Current liabilities:	​		​	​
Accounts payable	​	$	695	​
Accrued expenses	​		1,901	​
Deferred revenue	​		1,708	​
Operating lease liabilities	​		392	​
Total current liabilities of discontinued operations	​		4,696	​
Operating lease liabilities, net of current portion	​		2,142	​
Deferred revenue, net of current portion	​		466	​
Deferred income taxes	​		2,030	​
Total non-current liabilities of discontinued operations	​	​	4,638	​
Total liabilities of discontinued operations	​	$	9,334	​

​

As of September 30, 2025, there were no assets or liabilities of discontinued operations, as the Company completed the sale of its Desktop Portfolio to Repligen on March 4, 2025.

17

Table of Contents

The following table presents the gain on the sale of the Desktop Portfolio as of September 30, 2025, pursuant to the Securities and Asset Purchase Agreement by and between the Company and Repligen, dated as of the Closing Date (the “Repligen Purchase Agreement”) (in thousands):

​	​	​	​	​
Consideration received	​	​	​	​
Payment for fair value transferred for Desktop Portfolio(1)(2)(3)	​	$	69,909	​
​	​	​	​	​
Net assets transferred	​	​	​	​
Cash	​	$	189	​
Accounts receivable(3)	​	​	1,080	​
Inventory	​	​	5,418	​
Prepaid expenses and other current assets(3)	​	​	333	​
Property and equipment, net	​	​	1,668	​
Operating lease right-of-use assets	​	​	2,983	​
Intangible assets and other long-term assets	​	​	6,489	​
Accounts payable	​	​	(208)	​
Accrued expenses and other current liabilities	​	​	(552)	​
Deferred revenue	​	​	(2,362)	​
Operating lease liabilities	​	​	(2,471)	​
Deferred income taxes	​	​	(2,034)	​
Net assets transferred	​	$	10,533	​
​	​	​	​	​
Transaction costs	​	$	(4,373)	​
Release of cumulative translation adjustment under 908 Devices GmbH	​	​	1,125	​
Gain on sale, pre-tax	​	$	56,128	​
Income tax	​	​	—	​
Gain on sale, net of tax	​	$	56,128	​

(1) The Cash payment consists of $70.0 million, less fees and other working capital adjustments of $0.1 million.

(2) The Cash payment also consists of $3.5 million to be held in escrow for a period of 15 months after the Closing Date, as a source of recovery for possible indemnification claims by Repligen, and $0.5 million to be held in escrow until the final determination of the purchase price, as a source of recovery for any negative net working capital adjustment to the purchase price.

(3) Working capital adjustments in the net amount of less than $0.1 million were subsequently recognized for Accounts receivable, Prepaid expenses and other current assets and agreed upon with Repligen in the quarter ended September 30, 2025.

For the nine months ended September 30, 2025, the gain from sale of the Desktop Portfolio, net of tax of $56.1 million was included in the net income (loss) from discontinued operations, net of tax on the Company’s condensed consolidated statements of operations.

18

Table of Contents

The following table presents the financial results of the discontinued operations prior to the sale of the Desktop Portfolio (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended September 30,

​

Nine Months Ended September 30,

​

​

2025

2024

2025

2024

​

Revenue:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Product revenue

​

$

—

​

$

1,629

​

$

612

​

$

5,348

​

​

Service and contract revenue

​

​

​

​

​

625

​

​

464

​

​

2,060

​

​

Total revenue

​

—

​

2,254

​

1,076

​

7,408

​

​

Cost of revenue:

​

​

​

​

​

​

​

​

​

​

Product cost of revenue

​

—

​

1,270

​

571

​

2,756

​

​

Service and contract cost of revenue

​

​

—

​

​

430

​

​

340

​

​

1,725

​

​

Total cost of revenue

​

—

​

1,700

​

911

​

4,481

​

​

Gross profit

​

​

—

​

​

554

​

​

165

​

​

2,927

​

​

Operating expenses:

​

​

​

​

​

​

​

​

​

​

Research and development

​

—

​

2,583

​

1,576

​

7,871

​

​

Selling, general and administrative

​

—

​

3,694

​

1,668

​

10,877

​

​

Total operating expenses

​

—

​

6,277

​

3,244

​

18,748

​

​

Other income (expense), net:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

(Loss) gain on divesture

​

​

(72)

​

​

—

​

​

56,128

​

​

—

​

​

Other expense, net:

​

—

​

4

​

(95)

​

(34)

​

​

Total other income (expense), net:

​

​

(72)

​

​

4

​

​

56,033

​

​

(34)

​

​

Income (loss) from discontinued operations before income taxes

​

​

(72)

​

​

(5,719)

​

$

52,954

​

$

(15,855)

​

​

Benefit from income taxes

​

​

—

​

​

72

​

​

16

​

​

211

​

​

Net income (loss) from discontinued operations, net of tax

​

​

(72)

​

​

(5,647)

​

$

52,970

​

$

(15,644)

​

​

​

In accordance with ASC 205-20, only expenses specifically identifiable and related to a business to be disposed may be presented in discontinued operations. As such, the research and development and general and administrative expenses in discontinued operations only include corporate costs incurred directly to support the Desktop Portfolio.

​

The Company has also entered into a TSA with Repligen, through which the Company will provide certain technology, financial, manufacturing and other operational transition services to Repligen for a period of time, and will maintain the personnel and facilities required to provide such services for the duration specified for each such service. Income from TSA, net of directly identifiable costs, is included as income from transition services agreement, net under other income, net. The majority of the services and obligations under the TSA were concluded as of the third quarter of 2025; however, certain accounting and operation support services have been extended through June 30, 2026.

​

As of September 30, 2025, $2.1 million has been billed to Repligen and $1.6 million has been paid by Repligen for transition services performed by the Company. The Company owes Repligen $0.8 million related to the payments and collection services provided under the TSA as of September 30, 2025.

​

The cash flows related to discontinued operations have not been segregated and are included in the condensed consolidated statements of cash flows. For the nine months ended September 30, 2024, depreciation and amortization expense related to the Desktop Portfolio was $1.2 million, share based compensation expense was $2.6 million and amortization of right-of-use operating lease assets was $0.4 million. Excluding the gain of $56.1 million recognized on the sale of the Desktop Portfolio presented in the condensed consolidated statements of cash flows for the nine months ended September 30, 2025, there were no other material operating or investing non-cash items related to the Desktop Portfolio for either period presented.

19

Table of Contents

​

4. Fair Value Measurements

The following tables present the Company’s fair value hierarchy for its assets and liabilities that are measured at fair value on a recurring basis (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Fair Value Measurements at September 30, 2025 Using:

​

Level 1

Level 2

Level 3

Total

Assets:

​

​

​

​

Cash equivalents - Money market funds

​

$

22,779

​

$

—

​

$

—

​

$

22,779

Marketable securities - U.S. Treasury securities due in 3 - 12 months

​

​

—

​

​

49,250

​

​

—

​

​

49,250

Total assets measured at fair value

$

22,779

$

49,250

$

—

$

72,029

Other current liabilities:

​

​

​

​

​

​

​

​

​

​

​

​

Acquisition-related contingent consideration

​

​

—

​

​

—

​

​

23,012

​

​

23,012

Total liabilities measured at fair value

​

$

—

​

$

—

​

$

23,012

​

$

23,012

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Fair Value Measurements at December 31, 2024 Using:

​

Level 1

Level 2

Level 3

Total

Assets:

​

​

​

​

Cash equivalents - Money market funds

​

$

20,857

​

$

—

​

$

—

​

$

20,857

Marketable securities - U.S. Treasury securities due in 3 - 12 months

​

​

—

​

​

25,568

​

​

—

​

​

25,568

Total assets measured at fair value

$

20,857

$

25,568

$

—

$

46,425

Other long-term liabilities:

​

​

​

​

​

​

​

​

​

​

​

​

Acquisition-related contingent consideration

​

​

—

​

​

—

​

​

2,284

​

​

2,284

Total liabilities measured at fair value

​

$

—

​

$

—

​

$

2,284

​

$

2,284

​

Money Market Funds

​

Money market funds were valued by the Company based on quoted market prices, which represent a Level 1 measurement within the fair value hierarchy. There were no transfers between Level 1, Level 2 or Level 3 during the nine months ended September 30, 2025 or 2024.

Marketable Securities

U.S. Treasury securities were valued by the Company using quoted prices in active markets for similar securities, which represent a Level 2 measurement within the fair value hierarchy.

Contingent Consideration

​

The Company recognizes acquisition-related contingent consideration which represents the estimated fair value of future payments or issuance of the Company’s common stock to the former owners of an acquired entity as part of certain transactions. Acquisition-related contingent consideration is measured and reported at fair value using the present value technique, the Monte Carlo simulation method or probability weighted scenario based on the unobservable inputs, which are significant to the fair value and classified with Level 3 of the fair value hierarchy.

For the acquisition of KAF in July 2025, the amount of contingent consideration to be issued is contingent based on the quality and yields of manufacturing operation during the six months period from July 1, 2025 through January 1, 2026. As of the acquisition date of KAF, the fair value of the contingent consideration was estimated using present value technique with the discount rate of 6.0%.

For the acquisition of RedWave in April 2024, the amount of contingent consideration to be issued is contingent based on the amount of revenue the Company generates from the sale of certain RedWave products and services during the two-year period from May 1, 2024 through April 30, 2026. As of the acquisition date of RedWave, the fair value of the contingent consideration was estimated using a Monte Carlo simulation, utilizing the closing price of the Company’s common stock on

20

Table of Contents

the Nasdaq Global Market of $5.76 per share, revenue projections, an equity volatility rate of the Company of 90%, a revenue volatility rate of 30% and a discount rate of 26.5%.

As of September 30, 2025, the fair value of the contingent consideration related to the acquisition of RedWave was estimated utilizing the closing price of the Company’s common stock on the Nasdaq Global Market of $8.76 per share, revenue projections, an equity volatility rate of the Company of 110%, a revenue volatility rate of 24.0% and a discount rate of 25.6% . The fair value of contingent consideration increased by $10.7 million and $20.0 million, primarily due to the increase in the Company’s publicly quoted share price and change in the level of revenue projections during the three and nine months ended September 30, 2025, respectively. The following table provides a roll-forward of the fair value of the Company’s contingent consideration, for which fair value is determined using Level 3 inputs (in thousands):

​	​	​	​
Balance as of December 31, 2024	​	$	2,284
Acquisition date fair value of contingent consideration - KAF	​	​	729
Increase in fair value of contingent consideration earnouts	​	​	19,999
Balance as of September 30, 2025	​	$	23,012

​

The change in the fair value of contingent consideration liability is included in loss from continuing operations.

​

​

5. Marketable Securities

Marketable securities by security type consisted of the following (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

September 30, 2025

​

​

​

Amortized Cost

​

Gross Unrealized Gain

​

Gross Unrealized Loss

​

Credit Losses

​

Fair Value

​

Marketable securities - U.S. Treasury securities

​

$

49,207

​

$

43

​

$

—

​

$

—

​

$

49,250

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

December 31, 2024

​

​

​

Amortized Cost

​

Gross Unrealized Gain

​

Gross Unrealized Loss

​

Credit Losses

​

Fair Value

​

Marketable securities - U.S. Treasury securities

​

$

25,555

​

$

13

​

$

—

​

$

—

​

$

25,568

​

​

The Company purchased a total of approximately $54.3 million of U.S. treasury securities for the nine months ended September 30, 2025. The U.S. treasury securities that matured during the nine months ended September 30, 2025 were approximately $31.3 million and none were sold before maturity. Interest earned on sales of marketable securities is $0.6 million and $0.4 million for the three months ended September 30, 2025 and 2024, respectively. Interest earned on sales of marketable securities was $1.4 million and $1.2 million for the nine months ended September 30, 2025 and 2024, respectively.

​

​

6. Inventory

Inventory consisted of the following (in thousands):

​

​	​	​	​	​	​	​	​
​	​	September 30,		​	December 31,		​
​		2025			2024		​
Raw materials	​	$	10,348	​	$	7,366	​
Work-in-progress	​	​	1,511	​		1,355	​
Finished goods	​	​	3,467	​		2,165	​
​	​	$	15,326	​	$	10,886	​

​

​

During the nine months ended September 30, 2025 and 2024, the Company made noncash transfers of demonstration equipment from inventory to property and equipment of $0.5 million and $0.6 million, respectively.

​

​

21

Table of Contents

7. Property and Equipment, net

​

Property and equipment, net consisted of the following (in thousands):

​

​	​	​	​	​	​	​
​	​	September 30,		​	December 31,
​		2025		​	2024
Laboratory and demonstration equipment	​	$	4,611	​	$	3,812
Standard tools and machinery	​	​	2,222	​	​	—
Computer equipment and software	​		293	​		337
Furniture and fixtures	​		282	​		481
Construction in progress	​	​	—	​	​	41
Leasehold improvements	​		763	​		477
​	​		8,171	​		5,148
Less: Accumulated depreciation and amortization	​		(4,024)	​		(3,553)
​	​	$	4,147	​	$	1,595

​

For the three months ended September 30, 2025 and 2024, depreciation expense was $0.4 million and $0.3 million, respectively. For the nine months ended September 30, 2025 and 2024, depreciation expense was $0.9 million and $0.8 million, respectively.

​

​

8. Intangible Assets, net

​

Intangible assets, net consists of the following (in thousands):

​

​	​	​	​	​	​	​	​	​	​
​	​	September 30, 2025
​	​	Cost		​	Accumulated Amortization		​	Net Book Value
Customer Relationships	​	$	3,122	​	$	(461)	​	$	2,661
Developed Technology	​	​	38,080	​	​	(3,597)	​	​	34,483
​	​	$	41,202	​	$	(4,058)	​	$	37,144

​

​	​	​	​	​	​	​	​	​	​
​	​	December 31, 2024
​	​	Cost		​	Accumulated Amortization		​	Net Book Value
Customer Relationships	​	$	2,500	​	$	(208)	​	$	2,292
Developed Technology	​	​	38,080	​	​	(1,692)	​	​	36,388
​	​	$	40,580	​	$	(1,900)	​	$	38,680

​

Amortization expense for intangible assets was recorded in the following expense categories of its condensed consolidated statements of operations (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended September 30,

​

Nine Months Ended September 30,

​

​

2025

2024

2025

2024

​

Cost of revenue

​

$

635

​

$

635

​

$

1,904

​

$

1,058

​

Selling, general and administrative expenses

​

​

97

​

​

78

​

​

254

​

​

130

​

​

​

$

732

​

$

713

​

$

2,158

​

$

1,188

​

​

22

Table of Contents

Estimated future amortization expense for the intangible assets as of September 30, 2025 are as following (in thousands):

​

​	​	​	​
2025	​	$	732
2026	​	​	2,929
2027	​	​	2,929
2028	​	​	2,929
2029	​	​	2,929
Thereafter	​	​	24,696
​	​	$	37,144

​

​

​

​

9. Accrued Expenses

Accrued expenses consisted of the following (in thousands):

​

​	​	​	​	​	​	​	​
​	​	September 30,		​	December 31,		​
​		2025			2024		​
Accrued employee compensation and benefits	​	$	5,106	​	$	5,144	​
Accrued warranty	​	​	682	​		877	​
Accrued professional fees	​	​	890	​		785	​
Accrued other	​	​	389	​		389	​
​	​	$	7,067	​	$	7,195	​

​

Changes in the Company’s product warranty obligations were as follows (in thousands):

​

​	​	​	​	​	​	​
​	​	Nine Months Ended September 30,
​		2025			2024
Accrual balance at beginning of period	​	$	876	​	$	851
Provision for new warranties	​		918	​		921
Settlements and adjustments made during the period	​		(1,112)	​		(920)
Accrual balance at end of period	​	$	682	​	$	852

​

​

​

10. Restructuring

In November 2024, the Company announced an organizational restructuring to strengthen operational efficiencies. As part of the organizational restructuring, and to reduce the Company’s annual cash burn, the Company implemented an approximately 11% workforce reduction to rationalize the Company’s bioprocessing and life science instrumentation investments in sales, marketing and research and development during the current slower growth market environment. In addition, the Company transitioned manufacturing operations from Boston, Massachusetts to Danbury, Connecticut in June 2025.

In June 2025, the Company abandoned its Boston facility in connection with transitioning manufacturing operations from Boston into Danbury and moved its corporate headquarters to Burlington, Massachusetts. The Company had no intention to sublease or utilize the space for the remaining lease term, resulting in the right-use assets to be abandoned. The Company recorded a $1.0 million restructuring charge for the lease abandonment, including its remaining right-of-use asset, utilities and other costs. The Company made full payment of such charges in June 2025, including the rents. The organizational and facility restructurings were substantially completed in June 2025.

23

Table of Contents

The following table sets forth the activity in the severance and related costs accruals for the nine months ended September 30, 2025 (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Facility, moving and related costs

Abandonment charges and related costs

Severance & Employee related costs

Total

​

Balance at December 31, 2024

​

$

—

​

$

—

​

$

69

​

$

69

​

Restructuring charges

​

​

314

​

​

724

​

​

450

​

​

1,488

​

Cash payments

​

​

(314)

​

​

(9)

​

​

(475)

​

​

(798)

​

Other, non-cash adjustments

​

​

—

​

​

(715)

​

​

—

​

​

(715)

​

Balance at September 30, 2025

​

$

—

​

$

—

​

$

44

​

$

44

​

​

For the nine months ended September 30, 2025, the Company incurred approximately $1.5 million of expenses related to the restructuring. Of the $1.5 million restructuring expenses in the nine months ended September 30, 2025, $1.0 million is related to the Company’s headquarters operating lease related ROU asset abandonment recorded under general and administrative expense and other expense. Severance and employee benefits is $0.5 million, of which $0.3 million was recorded under cost of revenue and $0.2 million was recorded under research and development and selling, general and administrative, respectively.

​

​

11. Long-Term Debt

Amended 2022 Loan Revolver

​

On August 4, 2023, the Company entered into a Default Waiver and First Amendment to Loan and Security Agreement (the “Amended 2022 Revolver”), by and between, the Company, as borrower, and Silicon Valley Bank, a division of First Citizens Bank (“SVB”), as lender. On September 15, 2025, the Amended 2022 Revolver was extended to February 2, 2026. The Amended 2022 Revolver provides for a revolving line of credit of up to $10.0 million. The Company is permitted to make interest-only payments on the revolving line of credit through February 2, 2026, at which time all outstanding indebtedness shall be immediately due and payable. The outstanding principal amount of any advance shall accrue interest at a floating rate per annum equal to the greater of (i) four and one-half percent (4.50%) and (ii) the “prime rate” as published in The Wall Street Journal for the relevant period minus one-half percent (0.50%). The Company’s obligations under the Amended 2022 Revolver are secured by substantially all of the Company’s assets, excluding its intellectual property, which is subject to a negative pledge.

​

Pursuant to the Amended 2022 Revolver, SVB waived filing any legal action or instituting or enforcing any rights and remedies it may have had against the Company in connection with the Company’s failing to maintain all of its operating accounts, depository accounts and excess cash with SVB, as previously required prior to the effectiveness of the Amended 2022 Revolver.

​

The Amended 2022 Revolver also contains certain financial covenants, including a requirement that the Company maintain $20.0 million on account at or through SVB and the amount of unrestricted and unencumbered cash minus advances under the Amended 2022 Revolver is not less than the amount equal to the greater of (i) $10.0 million or (ii) nine (9) months of cash burn. The Amended 2022 Revolver contains customary representations and warranties, as well as certain non-financial covenants, including limitations on, among other things, the Company’s ability to change the principal nature of its business, dispose of the Company’s business or property, engage in any change of control transaction, merge or consolidate with any other entity or to acquire all or substantially all the capital stock or property of another entity, incur additional indebtedness or liens, pay dividends or make other distributions on capital stock, redeem the Company’s capital stock, engage in transactions with affiliates or otherwise encumber the Company’s intellectual property, in each case, subject to customary exceptions.

​

​

24

Table of Contents

12. Equity and Net Income (Loss) per Share

Equity

As of September 30, 2025, the Company’s certificate of incorporation authorized the Company to issue up to 5,000,000 shares of preferred stock, all of which is undesignated.

​

Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders. Common stockholders are not entitled to receive dividends, unless declared by the board of directors.

​

As of September 30, 2025, and December 31, 2024, the Company had outstanding warrants for the purchase of 92,703 shares of common stock at an exercise price of $9.17 per share, of which warrants for the purchase of 49,078 shares and 43,625 shares expire in 2027 and 2028, respectively.

​

Net (Loss) Income per Share

Basic and diluted net (loss) income per share attributable to common stockholders was calculated as follows (in thousands, except share and per share data):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended September 30,

​

Nine Months Ended September 30,

​

​

2025

2024

​

2025

2024

Net income (loss) per share attribute table to common stockholders:

​

​

​

​

​

​

​

​

​

​

​

​

​

Numerator:

​

​

​

​

​

​

​

​

Net loss from continuing operations attributable to common stockholders

​

$

(14,910)

​

$

(23,648)

​

$

(37,655)

​

$

(37,116)

​

Net income (loss) from discontinued operations attributable to common stockholders

​

(72)

​

(5,647)

​

52,970

​

(15,644)

​

Net income (loss) attributable to common stockholders

​

$

(14,982)

​

$

(29,295)

​

$

15,315

​

$

(52,760)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Denominator:

​

​

​

​

​

Weighted average common shares outstanding - basic and diluted

​

​

36,101,051

​

​

34,670,638

​

​

35,791,111

​

​

33,817,613

​

Net loss from continuing operations per share attributable to common stockholders, basic and diluted

​

$

(0.41)

​

$

(0.68)

​

$

(1.05)

​

$

(1.10)

​

Net income (loss) from discontinued operations per share attributable to common stockholders, basic and diluted

​

$

(0.00)

​

$

(0.16)

​

$

1.48

​

$

(0.46)

​

Net income (loss) per share attributable to common stockholders, basic and diluted

​

$

(0.41)

​

$

(0.84)

​

$

0.43

​

$

(1.56)

​

​

The Company utilizes the control number concept in the computation of diluted earnings per share to determine whether potential common stock equivalents are dilutive. The control number used is net loss from continuing operations. The control number concept requires that the same number of potentially dilutive securities applied in computing diluted earnings per share from continuing operations be applied to all other categories of income or loss, regardless of their anti-dilutive effect on such categories. Since the Company had a net loss from continuing operations for all periods presented, no dilutive effect has been recognized in the calculation of income from discontinued operations per share. Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss from continuing operations and net (loss) income from discontinued operations per share attributable to common stockholders are the same.

​

Diluted net (loss) income per common share is computed by dividing net (loss) income by the weighted average number of shares of common stock outstanding for the period, including potential dilutive common shares assuming the dilutive effect of outstanding warrants, stock options, restricted stock units and shares to be purchased under the Company’s employee stock purchase plan.

​

25

Table of Contents

For periods in which the Company reports a net loss from continuing operations, regardless of net (loss) income from discontinued operation, diluted net (loss) income per share attributable to common stockholders is the same as basic net (loss) income per share attributable to common stockholders since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. As the Company has reported a net loss from continuing operations during the three and nine months ended September 30, 2025 and 2024, basic net (loss) income per share is the same as diluted net loss per share.

​

The Company excluded the following potential shares of common stock, presented based on amounts outstanding at each period end, from the computation of diluted net (loss) income per share attributable to common stockholders for the three and nine months ended September 30, 2025 and 2024 as the impact of including such common stock equivalents would have been anti-dilutive:

​

​	​	​	​	​
​	​	September 30,
​		2025		2024
Warrants to purchase common stock	​	92,703	​	92,703
Options to purchase common stock	​	2,683,726		2,820,387
Performance stock units	​	79,836	​	105,878
Restricted stock units	​	3,263,139	​	2,702,851
​		6,119,404		5,721,819

​

​

​

​

13. Stock-Based Compensation

The Company recorded stock-based compensation expense for all stock awards in the following expense categories of its condensed consolidated statements of operations (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended September 30,

​

Nine Months Ended September 30,

​

​

2025

2024

2025

2024

​

Cost of revenue

​

$

158

​

$

125

​

$

381

​

$

343

​

Research and development expenses

​

​

477

​

597

​

​

1,611

​

1,606

​

Selling, general and administrative expenses

​

​

1,744

​

1,578

​

​

4,943

​

4,420

​

​

​

$

2,379

​

$

2,300

​

$

6,935

​

$

6,369

​

​

For the three months ended September 30, 2025 and 2024, stock-based compensation expense related to discontinued operations was none and $0.9 million, respectively. For the nine months ended September 30, 2025 and 2024, stock-based compensation expense related to discontinued operation was $0.1 million and $2.6 million, respectively.

​

As of September 30, 2025, there was $9.8 million of unrecognized compensation cost related to unvested restricted stock units (“RSUs”) that is expected to be recognized over a weighted average period of 2.0 years.

​

In May 2024, 52,084 performance-based restricted stock units, (“Performance Condition Based PSUs”) were granted under the 2020 Plan to employees. Each Performance Condition Based PSU is equivalent in value to one share of the Company’s common stock and related to revenue targets for the period up to April 2026.

​

The maximum payout percentage for all performance-based restricted stock units, including Market Condition Based PSUs and Performance Condition Based PSUs, granted by the Company is 100%.

​

As of September 30, 2025, there was less than $0.1 million of unrecognized compensation cost related to unvested Market Condition Based PSUs and Performance Condition Based PSUs that is expected to be recognized over a weighted average period of 0.5 years.

​

​

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14. Leases

The Company’s primary operating lease obligations consist of leases for office space and manufacturing facilities in Massachusetts and Connecticut.

In June 2025, the Company entered into a new operating lease agreement in Burlington, Massachusetts. The new lease is for approximately 13,000 rentable square feet and commenced in June 2025 for a term of 50 months with total lease costs of approximately $1.9 million. The Company abandoned its facility in Boston, Massachusetts to relocate the Company’s headquarters and research and development activities to the new Burlington location. See Note 10, Restructuring.

In March 2025, as a part of the Assignment and Assumption Agreement, Repligen assumed the lease obligations for the facility in North Carolina, and as a result of the sale of 908 Devices GmbH, Repligen assumed the lease obligations for the facility in Braunschweig, Germany. See Note 1, Nature of the Business and Basis of Presentation.

In February 2025, the Company entered into a new operating lease agreement in Massachusetts to relocate the machine shop from the Company’s headquarter to a lower cost location. The new lease is for approximately 3,500 rentable square feet and commenced in March 2025 for a term of 60 months with total lease costs of approximately $0.2 million.

​

For additional information, read Note 14, Leases, to the consolidated financial statements in the Company’s Form 10-K for the year ended December 31, 2024.

The components of lease expense under ASC 842, Leases, were as follows (in thousands):

​	​	​	​	​	​	​	​	​	​	​	​	​
​		Three Months Ended September 30,					​	Nine Months Ended September 30,
​		2025			2024		​	2025			2024
Operating lease cost	​	$	198	​	$	545	​	$	1,161	​	$	1,487
Short-term lease cost		​	62		​	27	​	​	103		​	75
Variable lease cost		​	—		​	35	​	​	52		​	113
​	​	$	260	​	$	607	​	$	1,316	​	$	1,675

​

Supplemental disclosure of cash flow information related to leases was as follows (in thousands):

​

​	​	​	​	​	​	​	​
​		Nine Months Ended September 30,
​		2025			2024
Cash paid for amounts included in the measurement of operating lease liabilities	​	$	1,762	​	$	1,466
Operating lease liabilities arising from obtaining right-of-use assets	​	$	1,783	​	$	2,740	​

​

The weighted-average remaining lease term and discount rate were as follows:

​

​	​	​	​	​	​
​		Nine Months Ended September 30,			​
​		2025	​	2024	​
Weighted-average remaining lease term - operating leases (in years)	​	6.81	​	6.29
Weighted-average discount rate - operating leases		7.6	%	8.6	%

​

The interest rate implicit in lease contracts is typically not readily determinable and as such, the Company uses its incremental borrowing rate based on information available at the lease commencement date, which represents an internally developed rate that would be incurred to borrow, on a collateralized basis, over a similar term, an amount equal to the lease payments in a similar economic environment.

​

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Future annual minimum lease payments under operating leases as of September 30, 2025 are as follows (in thousands):

​	​	​	​
2025	​	$	198
2026	​		859
2027	​		885
2028	​		953
2029	​	​	771
Thereafter	​		2,098
Total future minimum lease payments	​		5,764
Less: imputed interest	​		(1,410)
Total operating lease liabilities	​	$	4,354

​

​

15. Commitments and Contingencies

Royalty Arrangements

The Company has entered into royalty arrangements whereby the Company owes low- to mid-single digit royalty percentages related to revenue that is derived pursuant to in-licensed technologies. These royalties are calculated as a percent of revenue or on a per component basis, depending on the arrangement. Royalty obligations are expensed when incurred or over the minimum royalty periods and have not been material.

As a part of Repligen Purchase Agreement, the Company entered into a sublicense agreement with Repligen under which the Company granted a sublicense to certain Company rights to in-licensed technologies under the Company’s license agreement with UNC. Under the sublicense agreement, Repligen owes the Company low- to mid-single digit royalty percentages related to revenue that is derived pursuant to such licensed technologies, which are calculated as a percent of revenue. See Note 1, Nature of the Business and Basis of Presentation.

401(k) Savings Plan

The Company has a defined-contribution savings plan under Section 401(k) of the Internal Revenue Code of 1986. This plan covers substantially all employees who meet minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pre-tax basis. Company contributions to the plan may be made at the discretion of the board of directors. On October 1, 2021, the Company commenced an employer match program whereby the Company matches 100% of the first 3% that each employee contributes to the plan, capped at a maximum of $3,500 per year per employee. During the nine months ended September 30, 2025 and 2024, the Company made $0.4 million and $0.3 million, respectively, in contributions to the plan.

Contingent Consideration – Earnouts

​

Earnouts from acquisition of Trace Analytics GmbH

​

The Company agreed to pay three milestone based earnouts under the purchase agreement to acquire TRACE Analytics GmbH (“Trace”) in August 2022 for the total potential payout of $2.0 million. Milestones were based on target revenues, and technical integration of 908 Devices GmbH (formerly Trace) systems and knowledge, and ranged from the closing date of August 3, 2022 to June 30, 2024.

​

The sellers in the Trace acquisition achieved two of three milestones under the share purchase and transfer agreement, and accordingly the Company paid the sellers $0.5 million in August 2023 and $0.5 million in February 2024. During the second quarter of 2024, the sellers did not meet the last milestone and the measurement period for the milestone ended on June 30, 2024.

​

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Earnouts from acquisition of RedWave Technology

​

The Company may be obligated to issue up to an additional 4,000,000 unregistered shares of the Company’s common stock as contingent consideration to the Beneficial Sellers in connection with the acquisition of RedWave, based on the amount of revenue the Company generates from the sale of certain RedWave products and services during the two-year period from May 1, 2024 through April 30, 2026, as set forth in more detail in the Purchase Agreement. If the earnout revenue achieved during the period is at least $37 million, the Company will be obligated to issue at least 1,000,000 contingent shares, which number of contingent shares will be increased based on the amount of earnout revenue achieved during the period, up to a maximum of 4,000,000 contingent shares for earnout revenue equal to or greater than $45 million. The earnout revenue also may include certain qualified bookings credit, as defined in the Purchase Agreement, for certain RedWave products in the event that earnout revenue is otherwise above $37 million. No contingent shares will be issued if the earnout revenue achieved during the period is less than $37 million. See Note 4, Fair Value Measurements.

​

Indemnification Agreements

In the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, lessors, business partners and other parties with respect to certain matters including, but not limited to, losses arising out of breach of such agreements or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with its executive officers and members of its board of directors that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or services as directors or officers. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited. To date, the Company has not incurred any material costs as a result of such indemnifications. The Company is not currently aware of any indemnification claims and had not accrued any liabilities related to such obligations in its condensed consolidated financial statements as of September 30, 2025.

Legal Proceedings

The Company is not currently party to any material legal proceedings. At each reporting date, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. The Company expenses as incurred the costs related to such legal proceedings.

​

​

16. Acquisitions

​

Acquisition of KAF Manufacturing Company, Inc.

​

On July 1, 2025, the Company entered into an asset purchase agreement with KAF. The purchase price included an initial payment of $2.0 million in cash, and a contingent obligation to pay an additional $0.75 million in cash in six months following the closing of the transaction if certain operating requirements have been satisfied in accordance with the terms of the asset purchase agreement. The transaction closed on July 1, 2025, at which time certain KAF assets were acquired and 15 employees were hired by the Company.

​

KAF is a precision machining company focused on providing precision components, diamond-turned optics and components for laboratory and medical instrument original equipment manufacturers and for the aerospace industry. The Company believes this acquisition will enable it to strengthen and secure its supply chain for critical FTIR components.

​

The preliminary purchase price allocation related to the acquisition of KAF is complete. The Company has retained an independent valuation firm to assess the fair value of the identified intangible assets and certain tangible assets acquired.

​

The Company has accounted for the acquisition of KAF as a business combination under U.S. GAAP. Under the acquisition method of accounting, the assets of KAF have been recorded as of the acquisition date, at their respective fair values, and consolidated with those of the Company.

​

In June 2025, the Company entered into a Master Supply Agreement with an OEM Customer, who is an existing customer of the Company and a customer of KAF. On July 1, 2025, the Company also entered into a short-term nine month lease

29

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agreement with the KAF owners for the 11,500 rentable square feet building in Stamford, Connecticut. In accordance with ASC 805-10-25-20 through 25-22, these contractual arrangements were accounted separately from the business combination.

​

The Company has primarily allocated the purchase price to the net tangible and intangible assets based on their estimated fair values as of July 1, 2025.

​

The results of KAF’s operations have been included in the Company’s consolidated financial statements since the date of the acquisition. Pro forma financial information reflecting the acquisition has not been presented because the impact, individually and collectively, on revenues and net income (loss) is not material.

​

Fair Value of Net Assets Acquired

Subsequent to the acquisition date, no measurement period adjustments were recognized. The following table presents the primary allocation of the consideration paid on the acquisition date for the KAF transaction (amounts in thousands):

​

​	​	​	​
Consideration Transferred:	​	​	​
Cash paid	​	$	2,000
Contingent consideration - earnout	​	​	729
Total consideration transferred	​	$	2,729
​	​	​	​
Assets acquired:	​	​	​
Standard tools and machinery	​	$	2,107
Identifiable Intangible assets	​	​	​
Customer Relationships	​	​	622
Total	​	$	2,729

​

The fair value of standard tools and machinery was determined using the cost approach which includes assumptions related to replacement cost, physical deterioration, economic obsolescence, and scrap value, or the market approach which includes adjustments for physical condition of comparable standard tools or machinery sold. The fair value of the customer relationships was calculated using a distributor method, a form of the income approach, which incorporates a variation of the multi-period excess earnings method that uses market-based inputs to value an asset. Under this method, the value of the asset is a function of several components, including revenue associated with the existing customers, distributor profit margin, charges for use of other assts and discount rate. Intangible assets acquired have finite life and are amortized per our accounting policy. See Note 2, Summary of Significant Accounting Policies, for the amortization periods.

​

Acquisition of RedWave Technology

​

On April 29, 2024, the Company entered into an Equity Purchase Agreement (the “Purchase Agreement”) with RedWave, CAM3 HoldCo, LLC, a Connecticut limited liability company (“Seller Entity”), each of the holders of outstanding equity interests of Seller Entity (the “Beneficial Sellers”), and the other parties thereto, pursuant to which the Company purchased all of the outstanding equity interests of RedWave. The purchase price included an initial payment of $45.0 million in cash and 1,497,171 unregistered shares of the Company’s common stock, which reflects closing adjustments relating to working capital, cash and debt adjustments. The cash consideration was subject to additional working capital, cash, debt, and transaction expense adjustments. Approximately $4.5 million of the cash consideration was placed into an indemnification escrow account until April 29, 2025 to settle certain claims for indemnification for breaches or inaccuracies in RedWave’s representations and warranties, covenants, and agreements. There were no claims and the cash has been released from escrow. The transaction closed on April 29, 2024, at which time RedWave became a wholly-owned subsidiary of the Company.

​

The Company may also be obligated to issue up to an additional 4,000,000 unregistered shares of the Company’s common stock as contingent consideration (see Note 15, Commitments and Contingencies).

​

The Company has accounted for the acquisition of RedWave as a business combination under U.S. GAAP. Under the acquisition method of accounting, the assets and liabilities of RedWave have been recorded as of the acquisition date, at their respective fair values, and consolidated with those of the Company.

​

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The Company has allocated the purchase price to the net tangible and intangible assets and liabilities assumed based on their estimated fair values as of April 29, 2024. The valuation of assets acquired and liabilities assumed were finalized as of March 31, 2025.

​

The results of RedWave’s operations have been included in the Company’s consolidated financial statements since the date of the acquisition. RedWave contributed $6.3 million in revenue during the nine months ended September 30, 2024. The Company has not disclosed RedWave’s net income or loss since the acquisition date because the RedWave business is fully integrated into the consolidated Company’s operations and therefore it was impracticable to determine these amounts.

​

Fair Value of Net Assets Acquired

Subsequent to the acquisition date, no measurement period adjustments were recognized. The following table presents the allocation of the consideration paid on the acquisition date for the RedWave transaction (amounts in thousands):

​

​	​	​	​
Consideration Transferred:	​	​	​
Cash paid	​	$	45,000
Fair value of common stock shares issued (1)	​	​	8,616
Contingent consideration - earnout	​	​	15,500
Total consideration transferred	​	$	69,116
​	​	​	​
Assets acquired and liabilities assumed:	​	​	​
Cash and cash equivalents	​	$	217
Accounts receivable	​	​	950
Inventory	​	​	1,416
Prepaid expenses and other current assets	​	​	50
Property and equipment	​	​	328
Identifiable Intangible assets	​	​	​
Customer Relationships	​	​	2,500
Developed Technology	​	​	38,080
Goodwill	​	​	30,160
Operating lease right-of-use assets	​	​	29
Accounts payable, accrued expenses and other current liabilities	​	​	(596)
Deferred revenue	​	​	(3,989)
Operating lease liabilities	​	​	(29)
Total	​	$	69,116

(1) The share consideration component of the estimated purchase price consideration is computed on the basis of 1,497,171 shares issued and the closing price of the Company’s common stock on the Nasdaq Global Market of $5.755 per share on April 29, 2024, which was the date the shares were issued.

​

The excess of the purchase price over the fair value of the acquired business's net assets represents cost and revenue synergies specific to the Company and RedWave, and has been allocated to goodwill, which is not tax deductible. Subsequently, the full goodwill balance was written off as of December 31, 2024.

​

The fair value of RedWave’s technology-based intangible assets were determined using the multi-period excess earnings method which measures economic benefit indirectly by calculating the income attributable to an asset after appropriate returns are paid to complementary assets used in conjunction with the subject asset to produce the earnings associated with the subject assets, commonly referred to as contributory asset charges. Under this method, the value of an asset is a function of several components, including the forecasted revenue, earnings generated by the asset, expected economic life of the asset, contributory asset charges and a discount rate. The fair value of the customer relationships was calculated using a distributor method, a form of the income approach, which incorporates a variation of the multi-period excess earnings method that uses market-based inputs to value an asset. Under this method, the value of the asset is a function of several components, including revenue associated with the existing customers, distributor profit margin, charges for use of other assts and discount rate. Intangible assets acquired have finite life and are amortized per our accounting policy. See Note 2, Summary of Significant Accounting Policies, for the amortization periods.

​

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The unaudited pro forma results do not reflect any operating efficiencies or potential cost savings which may result from the consolidation of the operations of the Company and RedWave. Accordingly, these unaudited pro forma results are presented for informational purposes only and are not necessarily indicative of the results of operations that would have been achieved had the acquisition occurred on January 1, 2023, nor are they intended to represent or be indicative of future results of continuing operations (in thousands):

​

​	​	​	​	​	​	​
​	​	Three Months Ended September 30,		​	Nine Months Ended September 30,
​	​	2024		​	2024
Revenue (unaudited)	​	$	14,519	​	$	38,538
Pre-tax loss from continuing operation (unaudited)	​	$	(24,349)	​	$	(37,353)

​

Supplemental pro forma pre-tax loss from continuing operation for the three and nine months ended September 30, 2024 were adjusted to exclude $0.1 million and $2.3 million of acquisition-related costs, respectively, and include additional $0.7 million and $2.1 million of intangible amortization costs, respectively.

​

​

17. Segment Reporting

​

The Company has determined that it operates and is managed as one operating segment on a consolidated basis and its Chief Executive Officer is the CODM (see Note 2). The Company’s CODM is regularly provided with research and development expenses, sales and marketing expenses, general and administrative expenses and total assets. The Company’s segment performance measure is net income (loss), which is used by our CODM when assessing performance and allocating capital and resources to our business.

​

The CODM uses total revenues and operating results, predominantly in the strategic plan, annual operating plan and quarterly forecast review processes. During these processes, the CODM considers budget-to-actual variances to evaluate both internal (e.g., changes in selling prices, strategic growth investments, productivity, business mix, newly acquired/divested businesses, etc.) and external (e.g., inflation, foreign currency, etc.) events and conditions.

​

The following table includes additional information about reported segment revenue, significant segment expenses and segment measure of profitability (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended September 30,

​

Nine Months Ended September 30,

​

​

2025

2024

​

2025

2024

​

Total revenue

​

$

14,005

​

$

14,519

​

$

38,817

​

$

33,403

​

Significant segment expenses(income)

​

​

​

​

​

​

​

​

​

​

​

​

​

Cost of revenues

​

​

6,650

​

6,741

​

​

19,548

​

15,576

​

Research and development

​

​

3,837

​

​

4,205

​

​

12,071

​

​

11,088

​

Sales and marketing

​

​

4,103

​

​

4,689

​

​

13,466

​

​

12,641

​

General and administrative

​

​

5,031

​

​

4,996

​

​

16,246

​

​

16,360

​

Goodwill impairment

​

​

—

​

​

30,523

​

​

—

​

​

30,523

​

Change in fair value of contingent consideration

​

​

10,708

​

​

(12,141)

​

​

19,999

​

​

(12,141)

​

Other segment items(1)

​

​

(1,414)

​

​

(846)

​

​

(4,858)

​

​

(3,528)

​

Net loss from continuing operations

​

​

(14,910)

​

​

(23,648)

​

​

(37,655)

​

​

(37,116)

​

Net income (loss) from discontinued operations, net of tax(2)

​

​

(72)

​

​

(5,647)

​

​

52,970

​

​

(15,644)

​

Net income (loss)

​

$

(14,982)

​

$

(29,295)

​

$

15,315

​

$

(52,760)

​

(1)Includes interest income, interest expense, other expense, net and income from TSA, net.

(2)See Note 3, Discontinued Operations and TSA, for further details.

​

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​

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

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on March 7, 2025, or the 2024 Form 10-K. Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report on Form 10-Q, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including those factors set forth in “Item 1.A. Risk Factors” section of our 2024 Form 10-K, our actual results could differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

Overview

We have developed an innovative suite of purpose-built handheld devices for point-of-need chemical analysis. Leveraging complementary analytical technologies including our proprietary mass spectrometry, or Mass Spec, and FTIR, an optical spectroscopy technology and analytics and machine learning technologies, we make devices that are significantly smaller and more accessible than conventional laboratory instruments. Our devices are used at the point-of-need to interrogate unknown and invisible materials and provide quick, actionable answers to directly address vital health and safety applications, including the fentanyl and illicit drug crisis, toxic carcinogen exposure, and global security threats.

We create simplified measurement devices that our customers can use as accurate tools where and when their work needs to be done, rather than overly complex and centralized analytical instrumentation. We believe the insights and answers our devices provide will accelerate workflows, reduce costs, and offer transformational opportunities for our end users.

Front-line workers rely upon our handheld devices to combat the opioid crisis and detect counterfeit pharmaceuticals and illicit materials in the air or on surfaces at levels 1,000 times below their lethal dose. First responders also utilize our handheld devices to detect and identify thousands of hazardous bulk materials. The term “products” as used in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” refers to the MX908, ThreatID, ProtectIR, XplorIR, VipIR and related devices.

On March 4, 2025, the Company completed the sale of its Desktop Portfolio to Repligen. The Company has determined the sale of the Desktop Portfolio represents a strategic shift that will have a major effect on its business and therefore met the criteria for classification as discontinued operations in the first quarter of 2025. Accordingly, the Desktop Portfolio is reported as discontinued operations in accordance with ASC 205-20, Discontinued Operations. The related assets and liabilities of the Desktop Portfolio are classified as assets and liabilities of discontinued operations in the consolidated balance sheets and the results of operations from the Desktop Portfolio as discontinued operations in the consolidated statements of operations. Applicable amounts in prior years have been recast to conform to this discontinued operations presentation. The Company recognized a gain on the sale of the Desktop Portfolio upon closing.

Since our inception, we have incurred significant operating losses. Our ability to generate revenue sufficient to achieve profitability will depend on the successful further development and commercialization of our products. We generated revenue from continuing operations of $38.8 million and $33.4 million for the nine months ended September 30, 2025 and 2024, respectively, and incurred net losses of $37.7 million and $37.1 million for those same periods. As of September 30, 2025, we had an accumulated deficit of $227.5 million. We expect to continue to incur net losses as we focus on growing sales of our products in both the United States and international markets, scaling our manufacturing operations, continuing research and development efforts to develop new products and further enhance our existing products. As a result, we may need additional funding for expenses related to our operating activities, including selling, general and administrative expenses and research and development expenses.

Because of the numerous risks and uncertainties associated with product development and commercialization, we are unable to accurately predict the timing or amount of increased expenses or when, or if, we will be able to achieve or maintain profitability. Until such time, if ever, as we can generate substantial revenue sufficient to achieve profitability, we expect to finance our operations through a combination of available cash, equity offerings, debt financings and strategic alliances. We may be unable to raise additional funds or enter into such other agreements or arrangements when needed on favorable terms,

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or at all. If we are unable to raise capital or enter into such agreements as, and when needed, we may have to significantly delay, scale back or discontinue the further development and commercialization efforts of one or more of our products, or may be forced to reduce or terminate our operations.

We believe that our existing cash and cash equivalents and revenue from product and service will enable us to fund our operating expenses, capital expenditure requirements and debt service payments for at least the next 12 months. We have based this estimate on assumptions that may prove to be wrong, and we could exhaust our available capital resources sooner than we expect. See “Liquidity and Capital Resources.”

Global Economic Conditions

We are continuing to closely monitor macroeconomic factors, including, but not limited to, continued inflationary and interest rate pressures, changes in countries’ trade policies and tariffs, challenging capital market conditions and the limited availability of financing alternatives, which may have an impact on our business, results of operations and financial results.

We are closely monitoring continued economic uncertainty in the United States and abroad, including volatility in the global markets and the rise and fluctuations in inflation and interest rates. These developments and the potential worsening of other macroeconomic conditions present risks for us, our suppliers and customers. For example, general inflation in the United States, Europe, the Middle East and other geographies has recently been at levels not experienced in recent decades, which has led to higher prices for our raw materials and other inputs, as well as higher salaries and travel expenses, which could continue to negatively impact our business by increasing our cost of sales and operating expenses. General inflation could also negatively impact our business if it leads to spending pressure and decreased available capital for our customers to deploy to purchase our products and services.

In addition, while the United States Federal Reserve has recently begun to lower interest rates, it has over the past couple of years raised, and may again raise, interest rates in response to concerns about inflation. Inflation, together with increased interest rates, may cause our customers to reduce or delay orders for our goods and services thereby causing a decrease in or change in timing of sales of our products and services. The impact of future inflation and interest rate fluctuations on the results of our operations cannot be accurately predicted.

​

Challenging capital market conditions and the limited availability of financing alternatives, together with inflationary and interest rates pressures, and other economic uncertainty, including as a result of changes in countries’ trade policies and tariffs, may contribute to more cautious spending by our customers. Certain of our customers may evaluate their inventory levels, cash on hand and path to profitability, and institute cost controls and take other actions to reduce or delay purchases of our products and services. We cannot accurately predict the full impact of current macroeconomic factors on the budgets and capital expenditures of our customers, or the timing of the normalization of customer purchasing patterns.

We are closely monitoring the ongoing military conflict between Russia and Ukraine, and the ongoing hostilities in Israel, Iran, and the Gaza Strip and other locations in the Middle East. Although we do not directly source any material products or supplies from Russia, Ukraine, Israel, Iran or the Gaza Strip, our customers in Europe and the Middle East could be impacted by extended conflicts or an escalation of these conflicts into neighboring countries.

We are also closely monitoring recently revised tariffs on parts and components imported into the U.S., as well as reciprocal tariffs recently implemented by non-U.S. countries where we export our finished products. We do not expect these tariffs to materially impact our business or results of operations in fiscal 2025. Nonetheless, we will continue to review and assess how the currently announced and any other additional tariffs may affect our business, results of operations or financial condition in the future.

We continue to gauge the effects from the protracted U.S. government shutdown, which include delays due to constrained staffing and contracting authorities and the processing of U.S. export licenses. We expect that the U.S. government resumes normal contracting and operations in the fourth quarter of 2025. We believe any impacts from the shutdown would be a timing issue as customer demand for our technology and products remain strong.

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While it is difficult to predict all of the impacts these global economic events and continued inflationary, tariff and interest rate pressures will have on our business and to predict the effects of these factors on our customers’ spending in the near term, we believe the long-term opportunity that we see for our products and services remain unchanged.

For further discussion of the possible impacts of these global factors and other risks on our business, see Part I, Item 1A, “Risk Factors,” of our 2024 Form 10-K.

Factors Affecting Our Performance

We believe that our financial performance has been and in the foreseeable future will continue to be primarily driven by the following factors. While each of these factors presents significant opportunities for our business, they also pose important challenges that we must successfully address to sustain our growth and improve our results of operations. Our ability to successfully address the factors below is subject to various risks and uncertainties.

Device sales

Our financial performance has largely been driven by, and in the future will continue to be impacted by, the rate of sales of our handheld devices. Management focuses on device sales as an indicator of current business success and a leading indicator of likely future recurring revenue from consumables and services. We expect our device sales to continue to grow as we increase penetration in our existing markets and expand into, or offer new features and solutions that appeal to, new markets.

We plan to grow our device sales in the coming years through multiple strategies including expanding our sales efforts domestically and globally and continuing to enhance the underlying technology and applications for our handheld devices. We regularly solicit feedback from our customers and focus our research and development efforts on enhancing our devices and enabling our customers to use additional applications that address their needs, which we believe in turn helps to drive additional sales of our devices and consumables.

Our handheld device orders relate to our MX908, ThreatID, ProtectIR, XplorIR and VipIR, as well as components for the Aerosol and Vapor Chemical Agent Detectors, or AVCAD, sold to our channel partner. Historically, our handheld devices have been used by municipal, state, federal and foreign governments and governmental agencies. Our sales process with government customers is often long and involves multiple levels of approvals, testing and, in some cases, trials. Device orders from a government customer are typically large orders and can be impacted by the timing of their capital budgets. As a result, the revenue for our handheld devices can vary significantly from period-to-period and has been and may continue to be concentrated in a small number of customers in any given period.

Recurring revenue

We regularly assess trends relating to recurring revenue which includes consumables, accessories and services based on our product offerings, our customer base and our understanding of how our customers use our products. Recurring revenue was 36% and 33% of total revenue for the nine months ended September 30, 2025 and 2024, respectively. Our recurring revenue as a percentage of total revenue will vary based upon new device placements in the period. As our device installed base expands, recurring revenue on an absolute basis is expected to increase and over time should be an increasingly important contributor to our revenue.

Recurring revenue is primarily from service revenue and accessories. Consumable revenue is mainly related to single-use swab samplers for MX908 to be used in liquid and solid materials analysis, but there are a number of other applications that the MX908 can be used for that do not require consumables. ThreatID, ProtectIR, XplorIR and VipIR do not have consumables.

Revenue mix and gross margin

Our revenue is derived from sales of our devices, consumables, accessories and services. There will be fluctuations in the mix between devices and recurring from period-to-period. Over time, as our device installed base grows, we expect service revenue to constitute a larger percentage of total revenue. However, the percentage will be subject to fluctuation based upon our handheld sales in a period. In addition, our selling price and, consequently, our margins, are higher for those devices and recurring revenue that we sell directly to customers as compared to those that we sell through channel partners. While we

35

Table of Contents

expect the mix of direct sales as compared to sales through channel partners to remain relatively constant in the near term, we may consider increasing our direct sales capabilities in certain geographies based upon identified opportunities.

Future device and recurring selling prices and gross margins may fluctuate due to a variety of factors, including the introduction by others of competing products and solutions. We aim to mitigate downward pressure on our average selling prices by increasing the value proposition offered by our devices and consumables and accessories, primarily by expanding the applications for our devices and increasing the quantity and quality of data that can be obtained using our consumables.

Product adoption

We monitor our customers’ stages of adoption of our products to provide insight into the timing of future potential sales and to help us formulate financial projections. Typical stages of adoption include testing, trials, pilot and deployment as follows:

● Testing - a customer is actively engaged with internal or external testing of our products. This may include an onsite or virtual demonstration with a salesperson, a customer submitting samples for testing in one of our facilities or testing by a third party.

● Trials - a customer has committed to a trial of one of our products, which may include a defined period to assess the functionality of the device in their operational environment (in the field or onsite within the customer’s facility).

● Pilot - a customer commits to the purchase of an initial quantity of devices to deploy in their operational environment to assess a broader opportunity that may grow to tens or hundreds of devices.

● Deployment - a customer has completed testing, a trial, and/or a pilot and intends to roll out the technology across their enterprise (either at a site or throughout the entire organization).

Key Business Metrics

We regularly review the number of product placements and cumulative product placement as key metrics to evaluate our business, measure our performance, identify trends affecting our business, formulate financial projections, and make strategic decisions. We believe that these metrics are representative of our current business; however, we anticipate these will change or may be substituted for additional or different metrics as our business grows.

During the three and nine months ended September 30, 2025 and 2024, our product placements (units recognized as revenue) were as follows:

​

​	​	​	​	​	​	​	​	​	​
​	​	Three Months Ended September 30,			​	Nine Months Ended September 30,			​
​		2025		2024		2025		2024	​
Product Placements:	​	​	​		​	​	​		​
Handheld		176	​	178	​	497	​	374	​

​

The number of product placements vary considerably from period-to-period due to the type and size of our customers and concentrations among larger government customers as described above. We expect continued fluctuations in our period-to-period number of product placements.

Our cumulative product placements consist of the following number of devices:

​	​	​	​	​	​
​	​	September 30,			​
​		2025		2024	​
Cumulative Product Placements:	​	​	​		​
Handheld		3,512		2,796

​

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Table of Contents

Components of Our Results of Operations

Revenue

Product and Service Revenue

We generate product and service revenue from the sale of our devices and recurring revenue from the sale of consumables, accessories and services. Device sales accounted for 64% and 67% of our total revenue for the nine months ended September 30, 2025 and 2024, respectively. Recurring revenue accounted for 36% and 33% of our total revenue for the nine months ended September 30, 2025 and 2024, respectively. Our current device offerings include MX908, ThreatID, ProtectIR, XplorIR, VipIR and AVCAD components.

​

We sell our devices directly to customers and through channel partners. Each of our device sales drives various streams of recurring revenue comprised of consumable and accessory product sales and service revenue. Our consumables consist primarily of accessories and swabs for MX908.

​

We also offer our customers extended warranty and service plans. Our extended warranty and service plans are offered for periods beyond the standard one-year warranty that all of our customers receive. These extended warranty and service plans generally have fixed fees and terms ranging from one additional year to four additional years. We recognize revenue from the sale of extended warranty and service plans over the respective coverage period, which approximates the service effort provided by us.

​

We expect consumables and service revenue to increase in future periods as our installed base grows and we are able to generate recurring sales.

​

Contract revenue

Contract agreements are arrangements whereby we provide engineering services for the development of our technology platform for specific programs or new and expanding applications of our technologies for future commercial endeavors. Our contract agreements are with the U.S. government and commercial entities (who may be contracting with the government). Contracts typically include compensation for labor effort and materials incurred related to the deliverables under the contract. Our contract revenue was related to one customer during the nine months ended September 30, 2025.

​

During the three and nine months ended September 30, 2025 and 2024, our revenue was comprised of revenue from the following sources:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended September 30,

​

Nine Months Ended September 30,

​

2025

2024

2025

2024

Revenue:

​

​

​

​

Device sales revenue

​

$

9,114

​

$

10,061

​

$

24,806

​

$

22,418

Recurring revenue

​

4,837

​

4,417

​

13,894

​

10,944

Contract revenue

​

54

​

41

​

117

​

41

Total revenue

​

$

14,005

​

$

14,519

​

$

38,817

​

$

33,403

​

Our product and service revenue is comprised of sales of our devices and related consumables, accessories and service contracts to end-users in the government, pharmaceutical and industrial markets as follows:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended September 30,

​

Nine Months Ended September 30,

​

​

2025

2024

2025

2024

​

United States federal and defense

$

4,741

​

$

6,221

​

$

9,356

​

$

14,026

​

United States state authorities and local municipalities

​

6,098

​

​

5,779

​

​

18,346

​

​

13,184

​

Rest of world national and provincial organizations

​

2,426

​

2,018

​

​

9,133

​

5,331

​

Global pharmaceutical, industrial and other

​

740

​

501

​

​

1,982

​

862

​

Total revenue

$

14,005

​

$

14,519

​

$

38,817

​

$

33,403

​

​

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Table of Contents

We sell our products primarily in the United States; however, we will continue to expand our global sales efforts as we see traction in our products and assess global market needs. The majority of our international sales are through a distribution channel.

​

Cost of Revenue, Gross Profit and Gross Margin

Product cost of revenue primarily consists of costs for raw material parts and associated freight, shipping and handling costs, royalties, contract manufacturer costs, salaries and other personnel costs, overhead, amortization of intangibles and other direct costs related to those sales recognized as product revenue in the period.

​

Cost of revenue for services primarily consists of salaries and other personnel costs, travel related to services provided, facility costs associated with training, warranties and other costs of servicing equipment on a return-to-factory basis and at customer sites. Contract cost of revenue primarily consists of salaries and other personnel costs, materials, travel and other direct costs related to the revenue recognized in the period. The contract cost of revenue will vary based upon the type of contract, including whether it is primarily for development services or for both materials and development services.

​

We expect that our cost of revenue will increase or decrease to the extent that our revenue increases and decreases and depending on how many contracts we have ongoing at any given point in time and the stage of those contracts.

​

Gross profit is calculated as revenue less cost of revenue. Gross profit margin is gross profit expressed as a percentage of revenue. Our gross profit in future periods will depend on a variety of factors, including: market conditions that may impact our pricing, sales mix among devices, sales mix changes among consumables, excess and obsolete inventories, our cost structure for manufacturing operations relative to volume, and product warranty obligations. Our gross profit in future periods will vary based upon our channel mix and may decrease based upon our distribution channels and the potential to establish original equipment manufacturing channels for certain components of our technology platform which would have a lower gross margin.

​

We expect that our gross profit margin for product and service will increase over the long term as our sales and production volumes increase and our cost per unit decreases due to efficiencies of scale. We intend to use our design, engineering and manufacturing capabilities to further advance and improve the efficiency of our manufacturing, which we believe will reduce costs and increase our gross margin. We expect that our gross profit margin for contract will remain consistent for our contracts that are cost reimbursement contracts.

​

Operating Expenses

Research and development expenses

Research and development expenses consist primarily of costs incurred for our research activities, product development, hardware and software engineering and consultant services and other costs associated with our technology platform and products, which include:

​

● employee-related expenses, including salaries, related benefits and stock-based compensation expense for employees engaged in research and hardware and software development functions;

● the cost of maintaining and improving our product designs, including third party development costs for new products and materials for prototypes;

● research materials and supplies; and

● facilities, depreciation and other expenses, which include direct and allocated expenses for rent and maintenance of facilities and insurance.

● Rent expense and passthrough costs, reimbursable by Repligen, incurred in performing duties under the TSA.

​

We believe that our continued investment in research and development is essential to our long-term competitive position.

​

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Table of Contents

Selling, general and administrative expenses

Selling, general and administrative expenses consist primarily of salaries and other personnel costs, and stock-based compensation for our sales and marketing, finance, legal, human resources and general management, as well as professional services, such as legal, audit and accounting services, and director and officer insurance costs as well as investor and public relations expenses associated with operating as a public company.

​

We expect selling, general and administrative expenses, amortization of customer relationship and tradename intangibles to stabilize in future periods as we execute our strategic transformation as outlined in our restructuring plan.

​

Beginning in the first quarter of 2025, general and administrative expenses also include rent expense and passthrough costs, reimbursable by Repligen, incurred in performing duties under the TSA.

​

Change in fair value of contingent consideration

​

Change in fair value of contingent consideration represents the change in fair value of the contingent consideration obligation included in contingent consideration on the consolidated balance sheets as of the end of each period. Remeasurement of the contingent consideration obligation is done each quarter and the carrying value of the obligation is adjusted to the current fair value through our consolidated statements of comprehensive income (loss).

​

Other Income (Expense)

Interest income

Interest income consists of interest earned on our invested cash, cash equivalents and marketable securities balances.

​

Income from Transition Services Agreement, net

Income from transition services agreement, net represents service charges provided to Repligen to facilitate the transition of the Desktop Portfolio, net of directly identifiable personnel related costs. The scope of transition services includes the provision of certain manufacturing services, research and development support and certain administrative functions related to the Desktop Portfolio. In addition, the Transition Services Agreement by and between the Company and Repligen, dated as of March 4, 2025, or the TSA, provides Repligen with access to the Company’s facility in Boston, Massachusetts. The services and obligations under the TSA were substantially completed, and access to the Company’s facility was terminated, as of June 30, 2025. The Company is continuing to provide certain general and administrative functions under the TSA.

​

Other income (expense), net

Other income (expense), net consists of miscellaneous other income and expense unrelated to our core operations, interest expense associated with the amortization of deferred financing costs and debt discounts associated with our loan and security agreements.

​

Provision for Income Taxes

We have not recorded any U.S. federal or state income tax benefits for the net operating losses we have incurred in each year or for the research and development tax credits we generated in the United States and have recorded a full valuation allowance against our net deferred assets, as we believe, based upon the weight of available evidence, that it is more likely than not that all of our net operating loss carryforwards and tax credits will not be realized.

As of December 31, 2024, the Company had gross federal and state operating loss carryforwards of $127.9 million and $92.5 million, respectively, which may be available to offset future taxable income and begin to expire in 2032 and 2025, respectively, of which $93.5 million of federal gross operating losses do not expire. As of December 31, 2024, the Company also had U.S. federal and state research and development tax credit carryforwards of $8.6 million and $4.8 million, respectively, which may be available to offset future tax liabilities and begin to expire in 2032 and 2030, respectively.

​

39

Table of Contents

Utilization of the net operating loss and research and development tax credit carryforwards may be subject to a substantial annual limitation under Sections 382 and 383 of the Internal Revenue Code of 1986 due to ownership changes that have occurred previously or that could occur in the future. These ownership changes may limit the amount of carryforwards that can be utilized annually to offset future taxable income. In general, an ownership change, as defined by Section 382, results from transactions increasing the ownership of certain shareholders or public groups in the stock of a corporation by more than 50% over a three-year period. Since its formation, the Company has raised capital through the issuance of capital stock on several occasions. These financings, combined with the purchasing shareholders' subsequent disposition of those shares, may have resulted in a change of control or could result in a change of control in the future upon subsequent disposition. The Company conducted an analysis to determine if historical changes in ownership through March, 2025 would limit or otherwise restrict its ability to utilize these net operating loss and research and development credit carryforwards. As a result of this analysis, the Company does not believe there are any significant limitations on its ability to utilize these carryforwards. However, future changes in ownership after March 2025 could affect the limitation in future years. Any limitation may result in expiration of a portion of the net operating loss or research and development credit carryforwards before utilization.

​

​

Results of Operations

Unless otherwise noted, all amounts included below relate to continuing operations. The results of operations from the Desktop Portfolio are classified as discontinued operations in the consolidated statements of operations. Applicable amounts in prior years have been recast to conform to this presentation.

Comparison of the three months ended September 30, 2025 and 2024

The following table summarizes our results of operations for the three months ended September 30, 2025 and 2024:

​

​	​	​	​	​	​	​	​	​	​
​	​	Three Months Ended September 30,					​	​	​
​		2025			2024			Change
​	​	(in thousands)
Revenue:		​			​			​
Product revenue	​	$	10,844	​	$	11,216	​	$	(372)
Service and contract revenue	​		3,161	​		3,303	​		(142)
Total revenue	​		14,005	​		14,519	​		(514)
Cost of revenue:	​			​			​
Product cost of revenue	​		5,290	​		4,967	​		323
Service and contract cost of revenue	​		1,360	​		1,774	​		(414)
Total cost of revenue	​		6,650	​		6,741	​		(91)
Gross profit	​		7,355	​		7,778	​		(423)
Operating expenses:	​			​			​
Research and development	​		3,837	​		4,205	​		(368)
Selling, general and administrative	​		9,134	​		9,685	​		(551)
Change in fair value of contingent consideration	​	​	10,708	​	​	(12,141)	​	​	22,849
Goodwill impairment	​		—	​		30,523	​		(30,523)
Total operating expenses	​		23,679	​		32,272	​		(8,593)
Loss from operations	​		(16,324)	​		(24,494)	​		8,170
Other income (expense):	​			​			​
Interest income	​	​	1,101	​	​	879	​	​	222
Income from transition services agreement, net	​		431	​		—	​		431
Other expense, net	​		(89)	​		(33)	​		(56)
Total other income, net	​		1,443	​		846	​		597
Loss from continuing operations before income taxes	​	​	(14,881)	​	​	(23,648)	​	​	8,767

​

​

40

Table of Contents

Revenue, Cost of Revenue and Gross Profit

Product

Our product revenue is comprised of revenue from sales of devices and related accessories and consumables as follows:

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three Months Ended September 30,					​	Change				​
​		2025			2024			Amount			%	​
​	​	(dollars in thousands)										​
Product revenue	​	$	10,844	​	$	11,216	​	$	(372)		(3)	%
Product cost of revenue	​		5,290	​		4,967	​		323		7	%
Gross profit	​	$	5,554	​	$	6,249	​	$	(695)		(11)	%
Gross profit margin	​		51	%		56	%		(5)	%	​	​

​

Product revenue decreased by $0.4 million, or 3%, for the three months ended September 30, 2025, compared to the three months ended September 30, 2024. The decrease was primarily related to a decrease in MX908 product revenue, mainly related to fewer device sales in the three months ended September 30, 2025 compared to the three months ended September 30, 2024. This decrease was offset in part by an increase in product revenue from FTIR products, led by XplorIR, which doubled in placements to sixty devices during the three months ended September 30, 2025.

Product cost of revenue increased by $0.3 million, or 7%, for the three months ended September 30, 2025, compared to the three months ended September 30, 2024. The increase in product cost of revenue was primarily related to a $0.7 million increase in personnel related costs, of which $0.4 million is due to increased headcount as a result of the KAF acquisition, offset in part by a $0.1 million decrease in charges for excess and obsolete inventory, a $0.1 million decrease in facility related costs, and a $0.1 million reduction in freight costs.

Product gross profit decreased by $0.7 million, or 11%, and gross profit margin decreased by five percentage points for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024. The decrease in product gross profit was primarily due to the impact of higher costs, including a $0.7 million increase in personnel related costs, offset in part by reduced spending in facilities, postage and charges for excess and obsolete inventory, as well as lower product volume for the three months ended September 30, 2025, which drove the decrease in gross profit margin.

​

Service and Contract revenue

​

Our service revenue is comprised of revenue from sales of extended warranty and service plans and customer training as follows:

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Three Months Ended September 30,					​	Change				​
​		2025			2024			Amount			%	​
​	​	(dollars in thousands)										​
Service and contract revenue	​	$	3,161	​	$	3,303	​	$	(142)		(4)	%
Service and contract cost of revenue	​		1,360	​		1,774	​		(414)		(23)	%
Gross profit	​	$	1,801	​	$	1,529	​	$	272		18	%
Gross profit margin	​		57	%		46	%		11	%	​	​

​

Service and contract revenue decreased by $0.1 million, or 4%, for the three months ended September 30, 2025, compared to the three months ended September 30, 2024. The decrease was primarily related to a decrease in service revenues related to the number of trainings performed for MX908 devices in the three months ended September 30, 2025 compared to the three months ended September 30, 2024. This decrease was offset in part by an increase in service revenues from service contracts on FTIR devices related to the increasing installed base.

​

Service and contract cost of revenue decreased by $0.4 million, or 23%, for the three months ended September 30, 2025, compared to the three months ended September 30, 2024. The decrease in service cost of revenue was primarily related to a decrease in contractors performing trainings for our MX908 and material costs incurred for service commitments in the three months ended September 30, 2025.

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Table of Contents

Service gross profit increased by $0.3 million, or 18%, and gross profit margin increased by eleven percentage points for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024, primarily due to a decrease in service costs incurred for performing trainings and material costs to support extended service contracts.

Operating Expenses

Research and development

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended September 30,

​

Change

​

​

2025

2024

Amount

%

​

​

​

(dollars in thousands)

​

Research and development expenses

​

$

3,837

​

$

4,205

$

(368)

(9)

%

Percentage of total revenue

​

27

%

29

%

​

​

​

​

​

​

Our research and development expenses were $3.8 million for the three months ended September 30, 2025, a decrease of $0.4 million from research and development expenses of $4.2 million for the three months ended September 30, 2024. The decrease was due primarily to a $0.2 million decrease in project expenditure related to materials and consulting, and a $0.2 million decrease in facility costs resulting from the impact of the shutdown of the Boston location.

​

Selling, general and administrative expenses

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended September 30,

​

Change

​

​

2025

2024

Amount

%

​

​

​

(dollars in thousands)

​

Selling, general and administrative expenses

​

$

9,134

​

$

9,685

​

$

(551)

(6)

%

Percentage of total revenue

​

65

%

67

%

​

​

​

​

​

​

Our selling, general and administrative expenses were $9.1 million for the three months ended September 30, 2025, a decrease of $0.6 million from selling, general and administrative expenses of $9.7 million for the three months ended September 30, 2024. The decrease was due primarily to a $0.2 million decrease in payroll and related costs related to reduced headcount and the repatriation of an employee on assignment, a $0.2 million decrease related to consulting, audit and other professional fees, a $0.1 million decrease related to facility costs and additional decreases within marketing, insurance and other operating costs, offset in part by a $0.2 million increase in non-cash stock based compensation.

​

Change in fair value of contingent consideration

​

The key assumptions, such as revenue projection, equity volatility rate of the Company, revenue volatility rate and discount rate are utilized to estimate the fair value of the contingent consideration under Monte Carlo simulation. The fair value of contingent consideration increased by $10.7 million during the three months ended September 30, 2025, due to an increase in the projections for FTIR revenue, including the recent product launch of VipIR, and the increase in the Company’s publicly quoted share price during the three months ended September 30, 2025. The decline in the key assumptions of stock price and forecast resulted in an adjustment to the fair value of the contingent consideration obligation for the three months ended September 30, 2024 of a credit of $12.1 million that reduced the value of our contingent consideration liability for that period.

​

Other Income

Interest income

​

Interest income increased by $0.2 million for the three months ended September 30, 2025 from $0.9 million for the three months ended September 30, 2024. The increase was due to higher cash, cash equivalent and marketable securities balance, primarily due to the increased proceeds from the desktop divestiture, offset in part by lower interest rates during the three months ended September 30, 2025, compared to the three months ended September 30, 2024.

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Table of Contents

Income from transition services agreement, net

Income from the transition services agreement, net was $0.4 million for the three months ended September 30, 2025.

Other expense, net

Other expense, net for the three months ended September 30, 2025 did not change materially from the three months ended September 30, 2024.

​

Goodwill impairment

​

As a result of sustained decreases in our publicly quoted share price and market capitalization in the third quarter of 2024, a $30.5 million goodwill impairment was recorded for the three months ended September 30, 2024.

​

Comparison of the nine months ended September 30, 2025 and 2024

The following table summarizes our results of operations for the nine months ended September 30, 2025 and 2024:

​

​	​	​	​	​	​	​	​	​	​
​	​	Nine Months Ended September 30,					​	​	​
​		2025			2024			Change
​	​	(in thousands)
Revenue:	​	​		​	​		​	​
Product revenue	​	$	28,950	​	$	24,996	​	$	3,954
Service and contract revenue	​	​	9,867	​	​	8,407	​	​	1,460
Total revenue	​		38,817	​		33,403	​		5,414
Cost of revenue:	​			​			​
Product cost of revenue	​		15,338	​		11,423	​		3,915
Service and contract cost of revenue	​	​	4,210	​	​	4,153	​	​	57
Total cost of revenue	​		19,548	​		15,576	​		3,972
Gross profit	​		19,269	​		17,827	​		1,442
Operating expenses:	​			​			​
Research and development	​		12,071	​		11,088	​		983
Selling, general and administrative	​		29,712	​		29,001	​		711
Change in fair value of contingent consideration	​		19,999	​		(12,141)	​		32,140
Goodwill impairment	​		—	​		30,523	​		(30,523)
Total operating expenses	​		61,782	​		58,471	​		3,311
Loss from operations	​		(42,513)	​		(40,644)	​		(1,869)
Other income, net:	​			​			​
Interest income	​	​	3,114	​	​	3,741	​	​	(627)
Income from transition services agreement, net	​		2,073	​		—	​		2,073
Other expense, net	​	​	(229)	​		(213)	​		(16)
Total other income, net	​		4,958	​		3,528	​		1,430
Loss from continuing operations before income taxes	​	​	(37,555)	​	​	(37,116)	​	​	(439)

​

43

Table of Contents

Revenue, Cost of Revenue and Gross Profit

Product

Our product revenue is comprised of revenue from sales of devices and related accessories and consumables as follows:

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Nine Months Ended September 30,					​	Change
​		2025			2024			Amount			%
​	​	(dollars in thousands)
Product revenue	​	$	28,950	​	$	24,996	​	$	3,954		16	%
Product cost of revenue	​		15,338	​		11,423	​		3,915		34	%
Gross profit	​	$	13,612	​	$	13,573	​	$	39		0	%
Gross profit margin	​		47	%		54	%		(7)	%		​

​

Product revenue increased by $4.0 million, or 16%, for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024. The increase was primarily related to a $8.2 million increase product revenue from our FTIR products, partly due to the impact of ownership for the full period in 2025 compared to five months in 2024. This increase was offset in part by lower mass spec product revenues, mainly a decrease in device sales to our United States federal and defense customers, and due to a $1.5 million decrease in program product revenue related to our AVCAD program, pursuant to which we had component shipments under our subcontract agreement with a commercial entity in the nine months ended September 30, 2024.

Product cost of revenue increased by $3.9 million, or 34%, for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024. The increase in product cost of revenue was primarily related to an increase in production costs related to the higher product revenues, $1.6 million in higher personnel related costs, partly related to our RedWave and KAF acquisitions, $0.8 million in higher intangible amortization, and $0.4 million related to severance and retention costs.

Product gross profit was relatively unchanged, and gross profit margin decreased by seven percentage points for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024. The flat product gross profit was primarily due to the higher product revenue volume, offset by the impact of lower margin international sales, an increase in intangible amortization and higher personnel related costs for the nine months ended September 30, 2025, which drove the decrease in gross profit margin.

​

Service and Contract revenue

​

Our service revenue is comprised of revenue from sales of extended warranty and service plans and customer training as follows:

​

​	​	​	​	​	​	​	​	​	​	​	​	​
​	​	Nine Months Ended September 30,					​	Change
​		2025			2024			Amount			%
​	​	(dollars in thousands)
Service and contract revenue	​	$	9,867	​	$	8,407	​	$	1,460		17	%
Service and contract cost of revenue	​		4,210	​		4,153	​		57		1	%
Gross profit	​	$	5,657	​	$	4,254	​	$	1,403		33	%
Gross profit margin	​		57	%		51	%		6	%		​

​

Service and contract revenue increased by $1.5 million, or 17%, for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024. The increase was primarily related to a $0.8 million increase in handheld service revenues related to trainings and extended service contracts for MX908 devices and an increase in service revenue related to our FTIR products. Contract revenue for the nine months ended September 30, 2025 was $0.1 million compared to less than $0.1 million in the nine months ended September 30, 2024.

​

Service and contract cost of revenue increased by $0.1 million, or 1%, for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024. There was an increase in service cost of revenue of $0.4 million related to an increase in personnel related costs which was offset in part by a reduction in third party contractors and materials

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spent on extended service contracts during the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024.

Service gross profit increased by $1.4 million, or 33%, and gross profit margin increased by six percentage points for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024, primarily due to an increase in service volume related to training and extended service contracts, leveraging our investments in personnel and service infrastructure.

Operating Expenses

Research and development

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Nine Months Ended September 30,

​

Change

​

2025

2024

Amount

%

​

​

(dollars in thousands)

Research and development expenses

​

$

12,071

​

$

11,088

​

$

983

9

%

Percentage of total revenue

​

31

%

33

%

​

​

Our research and development expenses were $12.1 million for the nine months ended September 30, 2025, an increase of $1.0 million from research and development expenses of $11.1 million for the nine months ended September 30, 2024. The increase was partly due to the increased expenses from the RedWave acquisition and was due primarily to a $0.5 million increase in project expenditure related to materials and consulting, a $0.4 million increase in personnel and related costs, and a $0.4 million increase in severance and retention costs, offset in part by a $0.1 million decrease in depreciation and a $0.1 million decrease in facility related costs

​

Selling, general and administrative expenses

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Nine Months Ended September 30,

​

Change

​

2025

2024

Amount

%

​

​

(dollars in thousands)

Selling, general and administrative expenses

​

$

29,712

​

$

29,001

​

$

711

2

%

Percentage of total revenue

​

77

%

87

%

​

​

Our selling, general and administrative expenses were $29.7 million for the nine months ended September 30, 2025, an increase of $0.7 million from selling, general and administrative expenses of $29.0 million for the nine months ended September 30, 2024. The increase was due primarily to a $1.1 million increase in payroll and related costs, mainly related to our acquisition of RedWave, a $0.6 million charge for transaction bonuses earned with the Desktop Portfolio divestiture, a $0.9 million increase related to facility shut down and moving costs, and a $0.5 million increase in non-cash stock based compensation, offset in part by $2.2 million in lower consulting, legal and accounting related costs incurred with the RedWave acquisition during the nine months ended September 30, 2024 and a net decrease in all other expenses of $0.2 million.

​

Change in fair value of contingent consideration

​

The fair value of contingent consideration increased by $20.0 million during the nine months ended September 30, 2025, due to an increase in the projections for FTIR revenue, including the recent product launch of VipIR, and the increase in the Company’s publicly quoted share price during the nine months ended September 30, 2025. The decline in the key assumptions of stock price and forecast resulted in an adjustment to the fair value of the contingent consideration obligation for the nine months ended September 30, 2024 of a credit of $12.1 million that reduced the value of our contingent consideration liability for that period.

​

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Other Income

Interest income

​

Interest income decreased by $0.6 million for the nine months ended September 30, 2025 from $3.7 million for the nine months ended September 30, 2024. The decrease was due to the lower cash, cash equivalent and marketable securities balances, primarily due to the average balance during the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024 and, to a lesser extent, lower interest rates.

Income from transition services agreement, net

Income from the transition services agreement, net was $2.1 million for the nine months ended September 30, 2025.

Other expense (income), net

Other expense, net for the nine months ended September 30, 2025 did not change materially from the nine months ended September 30, 2024.

Goodwill impairment

​

As a result of sustained decreases in our publicly quoted share price and market capitalization in the third quarter of 2024, a $30.5 million goodwill impairment was recorded for the nine months ended September 30, 2024.

​

​

Liquidity and Capital Resources

​

Since our inception, we have incurred significant operating losses. To date, we have funded our operations primarily with proceeds from sales of redeemable preferred stock, borrowings under loan agreements and revenue from sales of our products and services and contract revenue, proceeds from our initial public offering in December 2020, and proceeds from an underwritten public offering in November 2021 and proceeds from the Desktop Portfolio divesture. As of September 30, 2025, we had cash, cash equivalents and marketable securities of $112.1 million, inclusive of the proceeds from the recent Desktop Portfolio divesture. We believe that our existing cash, cash equivalents and marketable securities will enable us to fund our operating expenses, capital expenditure requirements and debt service payments for at least the next twelve months.

We have based this estimate on assumptions that may prove to be wrong, and we could utilize our available capital resources sooner than we expect. Our future funding requirements will depend on many factors, including:

● market uptake of our products and growth into new and existing markets;

● the cost of our research and development efforts to expand the applications of our current devices and to create enhanced products with our platform of technologies;

● the cost of expanding our commercial operations, including distribution capabilities, and accelerating planned investments, such as hiring additional support, service, and sales management in Europe, Asia Pacific and Latin America, bolstering our infrastructure in these regions;

● the cost of acquiring complementary businesses, products, services or technologies, when and if required;

● the success of our existing collaborations and our ability to enter additional collaborations in the future;

● the effect of competing technological and market developments; and

● the level of our selling, general and administrative expenses.

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On August 4, 2023, the Company entered into a Default Waiver and First Amendment to Loan and Security Agreement (the “Amended 2022 Revolver”), by and between, the Company, as borrower, and Silicon Valley Bank, a division of First Citizens Bank, or SVB, as lender. On September 15, 2025, the Amended 2022 Revolver was extended to February 2, 2026. The Amended 2022 Revolver provides for a revolving line of credit of up to $10.0 million. The Company is permitted to make interest-only payments on the revolving line of credit through February 2, 2026, at which time all outstanding indebtedness shall be immediately due and payable. The outstanding principal amount of any advance shall accrue interest at a floating rate per annum equal to the greater of (i) four and one-half percent (4.50%) and (ii) the “prime rate” as published in The Wall Street Journal for the relevant period minus one-half percent (0.50%). The Company’s obligations under the Amended 2022 Revolver are secured by substantially all of the Company’s assets, excluding its intellectual property, which is subject to a negative pledge.

​

Pursuant to the Amended 2022 Revolver, SVB waived filing any legal action or instituting or enforcing any rights and remedies it may have had against the Company in connection with the Company’s failing to maintain all of its operating accounts, depository accounts and excess cash with SVB, as required prior to the effectiveness of the Amended 2022 Revolver.

​

The Amended 2022 Revolver also contains certain financial covenants, including a requirement that the Company maintain $20.0 million on account at or through SVB and the amount of unrestricted and unencumbered cash minus advances under the Amended 2022 Revolver is not less than the amount equal to the greater of (i) $10.0 million or (ii) nine (9) months of cash burn. The Amended 2022 Revolver contains customary representations and warranties, as well as certain non-financial covenants, including limitations on, among other things, the Company’s ability to change the principal nature of its business, dispose of the Company’s business or property, engage in any change of control transaction, merge or consolidate with any other entity or to acquire all or substantially all the capital stock or property of another entity, incur additional indebtedness or liens, pay dividends or make other distributions on capital stock, redeem the Company’s capital stock, engage in transactions with affiliates or otherwise encumber the Company’s intellectual property, in each case, subject to customary exceptions.

​

We may seek additional funding through private or public equity financings, debt financings, collaborations, strategic alliances and marketing, channel partner or licensing arrangements. We cannot assure you that we will be able to obtain additional funds on acceptable terms, or at all. If we raise additional funds by issuing equity or equity-linked securities, our stockholders may experience dilution. Future debt financing, if available, may involve covenants, in addition to our existing covenants, restricting our operations or our ability to incur additional debt or potentially limiting our ability to obtain new debt financing or the refinance of our existing debt. Any debt or equity financing that we raise may contain terms that are not favorable to us or our stockholders. If we raise additional funds through collaboration and licensing arrangements with third parties, it may be necessary to relinquish some rights to our technologies or our products, or grant licenses on terms that are not favorable to us. If we do not have or are not able to obtain sufficient funds, we may have to delay development or commercialization of our products. We also may have to reduce marketing, customer support or other resources devoted to our products or cease operations.

​

Cash Flows

The following table summarizes our sources and uses of cash for each of the periods presented:

​

​	​	​	​	​	​	​
​	​	Nine Months Ended September 30,
​		2025			2024
​	​	(in thousands)
Cash used in operating activities	​	$	(25,007)	​	$	(28,004)
Cash provided by (used in) investing activities	​		43,937	​		(47,101)
Cash used in financing activities	​		(283)	​		(905)
Effect of foreign exchange rate changes on cash and cash equivalents	​	​	27	​	​	(6)
Net increase (decrease) in cash, cash equivalents and restricted cash	​	$	18,674	​	$	(76,016)

​

Operating Activities

During the nine months ended September 30, 2025, net cash used in operating activities was $25.0 million, primarily resulting from noncash uses of $25.8 million and net cash used in changes in our operating assets and liabilities of $14.5 million, partially offset by our net income of $15.3 million. Noncash uses consisted primarily of a $56.1 million increase from

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the gain on sale of our Desktop Portfolio, net of transaction costs, partially offset by a $20.0 million increase from the change in fair value of contingent consideration. Net cash used in changes in our operating assets and liabilities of $14.5 million consisted primarily of a $5.4 million decrease from changes in accounts payable and accrued expenses, a $5.5 million decrease from changes in inventory and a $2.1 million decrease from changes in deferred revenue, primarily related to assets and liabilities that were divested with our Desktop Portfolio.

During the nine months ended September 30, 2024, net cash used in operating activities was $28.0 million, primarily resulting from our net loss of $52.8 million and net cash used in changes in our operating assets and liabilities of $6.3 million, partially offset by noncash charges of $31.0 million. Net cash used in changes in our operating assets and liabilities for the nine months ended September 30, 2024, consisted primarily of a $6.9 million decrease from changes in accounts receivable and a $3.0 million decrease from changes in inventory, partially offset by a $1.7 million increase from changes in deferred revenue and a $1.5 million increase from changes in prepaid expenses and other current assets. Noncash charges consisted primarily of a $30.5 million increase from the goodwill impairment charge, partially offset by a $12.1 million decrease from the change in fair value of contingent consideration.es, partially offset by a $0.7 million increase from changes in prepaid expenses and other current assets.

Investing Activities

During the nine months ended September 30, 2025, net cash provided by investing activities was $43.9 million, due primarily to $69.9 million of proceeds from the sale of the Desktop Portfolio and $31.3 million of proceeds from the maturity of marketable securities, partially offset by $54.3 million in purchases of marketable securities. In addition, we used $2.0 million for the acquisition of KAF.

During the nine months ended September 30, 2024, net cash used in investing activities was $47.1 million, due to $44.8 million used for the acquisition of RedWave and a $40.9 million increase from purchases of marketable securities, partially offset by $39.0 million in proceeds from maturities of marketable securities.

Financing Activities

Cash used in financing activities during the nine months ended September 30, 2025 was $0.3 million, consisting primarily of payments for withholding taxes on vested equity awards, net of proceeds from issuances of common stock.

Cash used in financing activities during the nine months ended September 30, 2024 was $0.9 million, consisting primarily of $1.0 million in payments for withholding taxes on vested equity awards and $0.4 million of contingent consideration related to the release of the $0.5 million milestone paid in February 2024, partially offset by $0.5 million in proceeds from issuances of common stock.

​

Critical Accounting Policies and Significant Judgments and Estimates

Our condensed consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States, or GAAP. The preparation of our condensed consolidated financial statements and related disclosures requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue, costs and expenses and the disclosure of contingent assets and liabilities in our condensed consolidated financial statements. We base our estimates on historical experience, known trends and events and various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. We evaluate our estimates and assumptions on an ongoing basis. Our actual results may differ from these estimates under different assumptions or conditions. 

For a further discussion of our critical accounting policies, please refer to Note 2 to our unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q and our 2024 Report on Form 10-K. There were no significant changes to our critical accounting policies for the three and nine months ended September 30, 2025.

​

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Recently Issued Accounting Pronouncements

​

A description of recently issued accounting pronouncements that may potentially impact our financial position and results of operations is disclosed in Note 2 to our unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q and is incorporated herein by reference.

​

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are a smaller reporting company, as defined in Rule 12b-2 under the Exchange Act for this reporting period and are not required to provide the information required under this item.

​

Item 4. Controls and Procedures.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a- 15(e) and 15d- 15(e) under the Exchange Act), as of the end of the period covered by this Quarterly Report on Form 10-Q. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and our management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q, our principal executive officer and principal financial officer have concluded that as of such date, our disclosure controls and procedures were effective at a reasonable assurance level.

Changes in Internal Control over Financial Reporting

​

There were no changes in our internal control over financial reporting during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

​

​

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Table of Contents

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

We are not currently party to any material legal proceedings.

​

Item 1A. Risk Factors.

Our operations and financial results are subject to various risks and uncertainties. A detailed discussion of the risks that affect our business is included in the section titled “Item 1A. Risk Factors” of the 2024 Form 10-K. There have been no material changes to our risk factors during the three and nine months ended September 30, 2025 from those discussed in our 2024 Form 10-K.

​

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

None.

Item 5. Other Information.

None of our directors or executive officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the quarter ended September 30, 2025, as such terms are defined under Item 408(a) of Regulation S-K.

​

​

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Item 6. Exhibits.

​

​
Exhibit Number		Description
​	​	​
10.1	​	Short-Term Extension Agreement between the Registrant and Silicon Valley Bank, dated September 15, 2025 to the Loan and Security Agreement between the Registrant and Silicon Valley Bank, dated November 2, 2022. ​
3.1	​	Sixth Amended and Restated Certificate of Incorporation of the Registrant, as currently in effect (incorporated by reference to Exhibit 3.3 to the Registrant’s Registration Statement on Form S-1 (File No. 333-250954) filed with the SEC on November 25, 2020)
​	​	​
3.2	​	Amended and Restated By-laws of the Registrant, as currently in effect (incorporated by reference to Exhibit 3.5 to the Registrant’s Registration Statement on Form S-1 (File No. 333-250954) filed with the SEC on December 14, 2020)
​	​	​
31.1	​	Certification of Chief Executive Officer of the Registrant Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
​	​	​
31.2	​	Certification of Chief Financial Officer of the Registrant Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
​	​	​
32.1†	​	Certification of Chief Executive Officer of the Registrant Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
​	​	​
32.2†	​	Certification of Chief Financial Officer of the Registrant Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
​	​	​
101.INS	​	Inline XBRL Instance Document
​	​	​
101.SCH	​	Inline XBRL Taxonomy Extension Schema Document
​	​	​
101.CAL	​	Inline XBRL Taxonomy Extension Calculation Linkbase Document
​	​	​
101.LAB	​	Inline XBRL Taxonomy Extension Labels Linkbase Document
​	​	​
101.PRE	​	Inline XBRL Taxonomy Extension Presentation Linkbase Document
​	​	​
101.DEF	​	Inline XBRL Taxonomy Extension Definition Linkbase Document
​	​	​
104	​	Cover Page Data File (the cover page XBRL tags are embedded within the iXBRL document).

# Indicates a management contract or any compensatory plan, contract or arrangement.

† The certifications attached as Exhibits 32.1 and 32.2 that accompany this Quarterly Report on Form 10-Q, are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of 908 Devices Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing.

​

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

​	​	​	​
​	​	908 DEVICES INC.
​	​	​	​
Date: November 10, 2025	​	By:	/s/ Kevin J. Knopp, Ph.D.
​	​		Kevin J. Knopp, Ph.D. Chief Executive Officer (Principal Executive Officer)
​	​	​	​
Date: November 10, 2025	​	By:	/s/ Joseph H. Griffith IV
​	​		Joseph H. Griffith IV Chief Financial Officer (Principal Financial Officer)

​

​

​

​

​

52

FAQ

What was 908 Devices (MASS) Q3 2025 revenue?

Q3 2025 revenue was $14.0 million, compared with $14.5 million in Q3 2024.

How profitable was MASS year-to-date in 2025?

Year-to-date net income attributable to common stockholders was $15.3 million, driven by a $56.1 million gain from discontinued operations.

What is MASS’s loss from continuing operations?

Q3 loss from continuing operations was $14.9 million; year-to-date loss from continuing operations was $37.7 million.

How much cash does MASS have?

As of September 30, 2025, cash and cash equivalents were $62.8 million and marketable securities were $49.3 million.

What drove the gain in discontinued operations?

The company recorded a $56.1 million gain from the sale of its Desktop Portfolio to Repligen completed on March 4, 2025.

What is the status of contingent consideration?

A current liability of $23.0 million reflects the fair value of acquisition-related contingent consideration as of September 30, 2025.

How many MASS shares are outstanding?

There were 36,118,576 shares outstanding at September 30, 2025; 36,192,978 as of November 5, 2025.