908 Devices (NASDAQ: MASS) grows in Q1 and closes NIRLAB deal
Rhea-AI Filing Summary
908 Devices Inc. completed the acquisition of Swiss-based NIRLAB, a near‑infrared spectroscopy company, for a preliminary $15 million, split between $13 million in cash and 293,368 shares of common stock, plus up to $8 million in stock earn‑outs tied to revenue milestones through December 31, 2027.
Q1 2026 revenue was $13.4 million, up 14% year over year, with growth in both mass spectrometry and FTIR products. GAAP gross margin improved to 51%, and adjusted gross margin to 57%, while adjusted EBITDA loss narrowed to $2.5 million. The company reported a continuing-operations net loss of about $12.0 million, supported by $111.7 million of cash, cash equivalents and marketable securities and no debt as of March 31, 2026.
The installed base grew 23% to 3,903 devices, with recurring revenue at 30% of total. Management raised full‑year 2026 revenue guidance to a range of $67.0–$70.0 million, representing 19%–25% growth versus 2025.
Positive
- Revenue acceleration and margin expansion: Q1 2026 revenue rose 14% year over year to $13.4 million, GAAP gross margin improved to 51%, and adjusted gross margin reached 57%, while adjusted EBITDA loss narrowed to $2.5 million from $4.6 million.
- Raised full‑year 2026 outlook: Management now expects 2026 revenue of $67.0–$70.0 million, implying 19%–25% growth versus 2025, signaling confidence in the demand pipeline and recent strategic initiatives.
- Strategic NIRLAB acquisition: The $15 million upfront purchase, plus up to $8 million in stock earn‑outs, adds an AI‑powered NIR spectroscopy platform that broadens the narcotics detection portfolio and enhances recurring software subscription opportunities.
- Strong liquidity and no debt: Cash, cash equivalents and marketable securities totaled $111.7 million as of March 31, 2026, with no debt outstanding, providing ample capacity to fund integration and ongoing growth investments.
Negative
- Continuing net losses and higher operating expenses: Net loss from continuing operations was about $12.0 million in Q1 2026, and total operating expenses increased to $19.8 million, driven partly by a $6.4 million change in fair value of contingent consideration.
- Service revenue and margins under pressure: Service and contract revenue declined to $2.6 million from $3.2 million year over year, and the company noted lower service gross margins even as product-related margins improved.
Insights
908 Devices pairs solid Q1 growth with a strategic narcotics-detection acquisition and higher 2026 revenue guidance.
908 Devices delivered Q1 2026 revenue of $13.4 million, up 14%, with GAAP gross margin at 51% and adjusted gross margin at 57%. Adjusted EBITDA loss improved to $2.5 million, indicating better underlying profitability despite a continuing-operations net loss of about $12.0 million.
The acquisition of NIRLAB adds an AI-powered, cloud-connected NIR spectroscopy platform for rapid narcotics identification, aligning with the company’s handheld analysis focus. The headline purchase price is $15 million (including $13 million cash) plus up to $8 million in stock earn-outs tied to revenue milestones through 2027, with lock-ups and non-compete covenants helping protect the deal’s economics.
With cash, cash equivalents and marketable securities of $111.7 million and no debt as of March 31, 2026, the balance sheet supports this transaction and ongoing investment. Raising 2026 revenue guidance to $67.0–$70.0 million, or 19%–25% growth versus 2025, underscores management’s confidence in demand and the contribution from recent strategic moves.
8-K Event Classification
Key Figures
Key Terms
contingent earn-out consideration financial
near-infrared (NIR) spectroscopy technical
adjusted EBITDA financial
recurring revenue financial
non-GAAP financial measures financial
change in fair value of contingent consideration financial
Earnings Snapshot
Full-year 2026 revenue expected between $67.0 million and $70.0 million, representing 19%–25% growth compared to 2025 revenue.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 ( §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ¨
| Item 1.01 | Entry into a Material Definitive Agreement. |
Share Purchase Agreement
On May 4, 2026 (the “Closing Date”), 908 Devices Inc. (the “Company”) completed its acquisition of NIRLAB SA, a corporation organized under the laws of Switzerland (“NIRLAB”), and its wholly owned subsidiary, NIRLAB Forensics Sàrl, a limited liability company organized under the laws of Switzerland (the “Subsidiary” and, together with NIRLAB, the “NIRLAB Group”), pursuant to a Share Purchase Agreement (the “Purchase Agreement”) with Florentin Coppey, Pierre Esseiva, Matteo Delbrück, Parkview Invest AG and Matthieu Girod (each a “Seller” and collectively, the “Sellers”) and NIRLAB. The NIRLAB Group develops near-infrared (NIR) spectroscopy solutions for instant material identification. Under the Purchase Agreement, the Sellers sold all 1,094,282 outstanding registered shares of NIRLAB (the "NIRLAB Shares"), constituting the entire issued share capital of NIRLAB, to the Company.
The board of directors of the Company (i) determined that the terms of the Purchase Agreement are fair to, advisable and in the best interests of the Company and its stockholders, and (ii) authorized and approved the execution, delivery and performance of the Purchase Agreement and the consummation of transactions contemplated thereby.
Pursuant to the Purchase Agreement, the Sellers agreed to sell and transfer to the Company, on the Closing Date (as defined below), all of the issued and outstanding NIRLAB Shares in exchange for a preliminary consideration (the “Preliminary Consideration”) payable by the Company on the Closing Date with a headline price of $15,000,000 (the “Transaction”), comprised of (x) $13,000,000 in cash (the “Cash Consideration”) and (y) 293,368 shares of common stock of the Company, par value $0.001 per share (each such share, a “Company Share”) (the “Stock Consideration”).
The Cash Consideration is subject to customary adjustments. The Company withheld $1,300,000 of the Cash Consideration and 10% of the Stock Consideration (together, the “General Holdback Amount”) to secure the Sellers’ post-closing obligations under the Purchase Agreement. Subject to any outstanding claims, the General Holdback Amount shall be released to the Sellers twelve (12) months after the Closing Date.
The number of Company Shares issuable as Stock Consideration was determined based on the higher of (x) the thirty (30)-day volume-weighted average price of the Company Shares on Nasdaq immediately preceding the Closing Date and (y) a contractual floor price of USD 5.88 per share.
In addition to the Preliminary Consideration, the Sellers may receive contingent earn-out consideration of up to $8,000,000 (the “Earn-Out Consideration”), payable solely in Company Shares, based on the achievement of certain revenue-based milestones by December 31, 2027, as more fully described in the Purchase Agreement.
In connection with the Transaction, all 36,750 options to purchase NIRLAB Shares outstanding as of the Closing Date were cancelled pursuant to option cancellation agreements entered into between NIRLAB and the applicable option holders (the “Option Cancellation Agreements”), in exchange for a combination of cash and Company Shares, where applicable (the “Option Share Payment”).
The Purchase Agreement and Option Cancellation Agreements contain provisions pursuant to which each Seller or applicable option holder, respectively, agrees not to sell or transfer any Company Shares received as a result of the Transaction for a 180-day lock-up period from the date of issuance of such Company Shares, subject to customary exceptions.
The Purchase Agreement contains customary representations and warranties by the Sellers relating to, among other things, the NIRLAB Group and their business, and customary representations and warranties by the Company. The Purchase Agreement also contains customary indemnification provisions, pursuant to which the Sellers have agreed to indemnify the Company for, among other things, breaches of representations and warranties and covenants, subject to certain limitations, including time limitations and liability caps. In addition, the Purchase Agreement contains non-compete and non-solicitation covenants pursuant to which each Seller has agreed, for a period of three (3) years following the Closing Date, not to compete with the business of the NIRLAB Group or solicit employees, customers or suppliers of the NIRLAB Group, subject to certain exceptions.
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The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is filed with this Current Report on Form 8-K as Exhibit 2.1, and which is incorporated by reference herein in its entirety. The Purchase Agreement and the foregoing description thereof have been included to provide investors and stockholders with information regarding its terms and are not intended to provide any other factual information about the Company, the Sellers or the NIRLAB Group. The assertions embodied in the representations and warranties contained in the Purchase Agreement are qualified by a confidential disclosure letter delivered by the Sellers to the Company. Moreover, certain representations and warranties in the Purchase Agreement were made as of a specified date, may be subject to a contractual standard of materiality different from what might be viewed as material to stockholders, or may have been used for the purpose of allocating risk between the parties to the Purchase Agreement. Accordingly, the representations and warranties in the Purchase Agreement should not be relied on as characterizations of the actual state of facts and circumstances of the Company at the time they were made and should only be read in conjunction with the entirety of the factual disclosure in public reports, statements and other documents filed with the U.S. Securities and Exchange Commission. Information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.
| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
| Item 2.02 | Results of Operations and Financial Condition. |
On May 6, 2026, the Company announced its financial results for the first quarter and three months ended March 31, 2026. A copy of the press release is being furnished as Exhibit 99.1 to this Report on Form 8-K.
The information in this Item 2.02 and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| Item 3.02 | Unregistered Sale of Equity Securities. |
The information in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. Pursuant to the terms of the Purchase Agreement and as set forth in Item 1.01, the Company issued or may issue Company Shares as Option Share Payment, Stock Consideration and Earn-Out Consideration (subject to the achievement of certain milestones set forth in the Purchase Agreement) (such Company Shares, the “Transaction Shares”).
The Transaction Shares were or will be issued without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon the exemptions from registration provided by Section 4(a)(2) of the Securities Act and Regulation S promulgated thereunder.
| Item 7.01 | Regulation FD Disclosure. |
On May 6, 2026, the Company issued a press release announcing that it had entered into the Purchase Agreement. A copy of the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K. Additionally, on May 6, 2026, 908 Devices posted an investor presentation regarding the acquisition of NIRLAB under the “Events & Presentations” section of its website. The information contained on or that can be accessed through the 908 Devices website is not incorporated by reference herein or in any filing under the Securities Act or the Exchange Act.
The information in this Item 7.01 and Exhibit 99.2 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
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| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 2.1* | Share Purchase Agreement, dated as of May 4, 2026, among 908 Devices Inc., Florentin Coppey, Pierre Esseiva, Matteo Delbrück, Parkview Invest AG, Matthieu Girod and NIRLAB SA. | |
| 99.1 | Press Release issued by 908 Devices Inc. on May 6, 2026. | |
| 99.2 | Press Release issued by 908 Devices Inc. on May 6, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
* Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit. The Company agrees to furnish supplementally a copy of such omitted confidential portions to the SEC upon request.
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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: May 6, 2026 | By: | /s/ Mark S. Levine |
| Name: Mark S. Levine | ||
| Title: Chief Legal and Administrative Officer | ||
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Exhibit 99.1
908 Devices Reports First Quarter 2026 Financial Results and Raises 2026 Revenue Outlook
Revenue increased 14% compared to prior year, growth in both Mass Spec and FTIR
Acquired NIRLAB AG, expanding narcotics identification capabilities
BURLINGTON, Mass. – May 6, 2026 – 908 Devices Inc. (Nasdaq: MASS), a core small-cap growth company focused on purpose-built handheld chemical analysis tools for vital health, safety and defense tech applications, today reported financial results for the quarter ended March 31, 2026.
“We delivered a strong start to 2026, achieving 14% revenue growth and meaningful margin expansion,” said Kevin J. Knopp, CEO and Co-founder. “We are also excited to announce the acquisition of NIRLAB AG, a strategic transaction that broadens our reach into the lower-cost, widely-deployable segment of the narcotics detection market while increasing our recurring revenue opportunity through software subscriptions. This transaction reflects our focus on disciplined growth investments as we continue to execute our transformation strategy.”
Recent Highlights
| · | Revenue of $13.4 million for the first quarter of 2026, increasing 14% year over year |
| · | Recurring revenue was $4.0 million, representing 30% of total revenues for the quarter |
| · | Gross margin was 51% and Adjusted gross margin was 57% for the first quarter of 2026, a 290-basis point improvement in Adjusted gross margin compared to the first quarter of 2025 |
| · | Ended the quarter with a strong balance sheet, with a cash position of $111.7 million, consuming less than $1.5 million in the first quarter |
| · | Subsequent to quarter end, acquired NIRLAB AG, bringing complementary drug detection capabilities, more international mix, and a high-retention recurring subscription model |
First Quarter 2026 Financial Results
Revenue was $13.4 million for the three months ended March 31, 2026, a 14% increase over the prior year period, driven by an increase in product revenue for mass spec, from an increase in placements, and from a shift in FTIR product mix. OEM and funded partnership revenue was $0.6 million for the current and prior year period. The installed base grew 23% year-over-year to 3,903 devices, with 167 devices placed during the first quarter. Recurring revenue represented 30% of total revenues in the quarter.
Gross profit was $6.9 million for the first quarter of 2026, compared to $5.5 million for the corresponding period in the prior year. GAAP gross margin was 51% as compared to 47% for the corresponding prior year period. Adjusted gross profit was $7.7 million for the first quarter of 2026, compared to $6.4 million for the corresponding period in the prior year. Adjusted gross margin was 57%, as compared to 54% for the corresponding prior year period. The increase in adjusted gross margin percentage was primarily driven by higher product revenues, including a shift in channel mix, along with the favorable impact of consolidated facilities, offset in part by lower service gross margins.
Operating expenses were $19.8 million for the first quarter of 2026, compared to $16.6 million for the corresponding prior year period. The increase of $3.2 million includes a noncash increase of $3.9 million related to a change in the fair value of the contingent consideration liability, and a $0.7 million reduction of operating expenses related to research and development and selling, general, and administrative costs.
Net loss from continuing operations was $12.0 million for the first quarter of 2026, compared to a net loss from continuing operations of $9.8 million for the corresponding prior year period. Adjusted EBITDA was a loss of $2.5 million for the first quarter of 2026, compared to a loss of $4.6 million for the corresponding period in the prior year.
Net loss attributable to common stockholders was $12.0 million for the first quarter of 2026, compared to net income of $43.6 million for the corresponding prior year period. The income was related to the divestiture of our bioprocessing product portfolio which resulted in a gain of $56.6 million, net of transaction costs, and was also offset by a loss from discontinued operations for the first two months of the first quarter of 2025.
Cash, cash equivalents and marketable securities were $111.7 million as of March 31, 2026, with no debt outstanding.
2026 Guidance
908 Devices now expects full year 2026 revenues to be in the range of $67.0 million to $70.0 million, representing 19% to 25% growth compared to 2025 revenue.
Webcast Information
908 Devices will host a conference call to discuss the first quarter 2026 financial results before market open on Wednesday, May 6, 2026 at 8:30 am Eastern Time. A webcast of the conference call can be accessed in the Investor Relations section of 908devices.com. The webcast will be archived and available for replay for at least 90 days after the event.
About 908 Devices
908 Devices 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. For more information, visit www.908devices.com.
Non-GAAP Measures of Financial Performance
To supplement the Company’s financial statements, which are presented on the basis of U.S. generally accepted accounting principles (GAAP), the following non-GAAP measures of financial performance are included in this release and presented with detailed reconciliations to comparable GAAP financial results in the tables below:
| · | Adjusted gross profit is defined as gross profit excluding intangible amortization, acquisition and integration costs, restructuring charges (including the costs of severance), and non-cash expenses related to stock-based compensation. |
| · | Adjusted gross margin is defined as adjusted gross profit expressed as a percentage of total revenue. |
| · | Adjusted EBITDA is defined as net income (loss) from continuing operations excluding other income, benefit for income taxes, depreciation, intangible amortization, acquisition and integration costs, restructuring charges (including the costs of severance), non-cash expenses related to stock-based compensation, and costs associated with contingent consideration related to the Company’s acquisitions and for which the conditions for payment have not yet been achieved. |
The Company’s non-GAAP financial results presented in this earnings release exclude certain costs that management believes do not have a direct correlation to future business operations, nor do the resulting charges recorded accurately reflect the performance of ongoing operations for the period in which such charges are recorded, nor do the resulting charges recorded accurately reflect the anticipated cash flows of ongoing operations, and as such, excluding these costs allows management to understand and evaluate core operating performance and trends. However, as there are no standardized methods of calculating these non-GAAP financial measures, the Company’s methods may differ from those used by other companies in its industry, and accordingly, the use of these measures may not be directly comparable to similar measures used by others, thus limiting their usefulness for purposes of comparison. Furthermore, these non-GAAP measures have certain limitations since they do not include the impact of certain expenses and cash flows that are reflected in the Company’s GAAP financial results. Accordingly, when analyzing the Company’s operating performance and guidance, investors should not consider non-GAAP measures in isolation or as a substitute for, or superior to, comparable financial measures prepared in accordance with GAAP. Rather, the Company believes that these non-GAAP financial measures, when viewed in addition to and not in lieu of reported GAAP financial results, provide investors with additional meaningful information to assess financial performance and trends, enable comparison of financial results between periods, and allow for greater transparency with respect to key metrics utilized internally in analyzing and operating the Company’s business.
Forward Looking Statements
This press release includes “forward looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts are forward-looking statements, including, without limitation, statements regarding the Company’s future revenue and growth and the benefits of the Company’s acquisition of NIRLAB. Words such as “may,” “will,” “expect,” “plan,” “anticipate,” “estimate,” “intend” and similar expressions (as well as other words or expressions referencing future events, conditions or circumstances) are intended to identify forward-looking statements. These forward-looking statements are based on management’s current expectations and involve known and unknown risks, uncertainties and assumptions which may cause actual results to differ materially from any results expressed or implied by any forward-looking statement, including the risks outlined under “Risk Factors” and elsewhere in the Company’s filings with the Securities and Exchange Commission (SEC) which are available on the SEC's website at www.sec.gov. Additional information will be made available in our annual and quarterly reports and other filings that we make from time to time with the SEC. Although the Company believes that the expectations reflected in its forward-looking statements are reasonable, it cannot guarantee future results. The Company has no obligation, and does not undertake any obligation, to update or revise any forward-looking statement made in this press release to reflect changes since the date of this press release, except as may be required by law.
Investor and Media Contact:
Barbara Russo
IR@908devices.com
908 DEVICES INC.
Condensed Consolidated Statements of Operations
(in thousands, except share and per share amounts)
(unaudited)
| Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Revenue: | ||||||||
| Product revenue | $ | 10,737 | $ | 8,529 | ||||
| Service and contract revenue | 2,644 | 3,248 | ||||||
| Total revenue | 13,381 | 11,777 | ||||||
| Cost of revenue: | ||||||||
| Product cost of revenue | 5,160 | 4,725 | ||||||
| Service and contract cost of revenue | 1,339 | 1,511 | ||||||
| Total cost of revenue | 6,499 | 6,236 | ||||||
| Gross profit | 6,882 | 5,541 | ||||||
| Operating expenses: | ||||||||
| Research and development | 3,471 | 3,829 | ||||||
| Selling, general and administrative | 9,914 | 10,239 | ||||||
| Change in fair value of contingent consideration | 6,381 | 2,499 | ||||||
| Total operating expenses | 19,756 | 16,567 | ||||||
| Loss from continuing operations | (12,884 | ) | (11,026 | ) | ||||
| Other income, net | 929 | 1,189 | ||||||
| Net loss from continuing operations | (11,955 | ) | (9,837 | ) | ||||
| Net income from discontinued operations, net of tax | — | 53,440 | ||||||
| Net income (loss) attributable to common stockholders | $ | (11,955 | ) | $ | 43,603 | |||
| Net income (loss) from continuing operations per share attributable to common stockholders, basic and diluted | $ | (0.32 | ) | $ | (0.28 | ) | ||
| Net income from discontinued operations per share attributable to common stockholders, basic and diluted | $ | — | $ | 1.51 | ||||
| Net income (loss) per share attributable to common stockholders, basic and diluted | $ | (0.32 | ) | $ | 1.23 | |||
| Basic and diluted | 36,818,481 | 35,386,483 | ||||||
908 DEVICES INC.
Condensed Consolidated Balance Sheets
(in thousands)
(unaudited)
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash, cash equivalents and marketable securities | $ | 111,742 | $ | 112,970 | ||||
| Accounts receivable, net | 9,865 | 11,327 | ||||||
| Inventory | 13,240 | 12,990 | ||||||
| Prepaid expenses and other current assets | 7,167 | 7,272 | ||||||
| Total current assets | 142,014 | 144,559 | ||||||
| Operating lease, right-of-use assets | 4,205 | 4,397 | ||||||
| Property and equipment, net | 4,141 | 4,232 | ||||||
| Intangible, net | 35,679 | 36,412 | ||||||
| Other long-term assets | 656 | 471 | ||||||
| Total assets | $ | 186,695 | $ | 190,071 | ||||
| Liabilities and Stockholders' Equity | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued expenses | $ | 7,084 | $ | 8,424 | ||||
| Deferred revenue | 9,470 | 8,934 | ||||||
| Operating lease liabilities and other liabilities | 23,106 | 16,706 | ||||||
| Total current liabilities | 39,660 | 34,064 | ||||||
| Deferred revenue, net of current portion | 9,068 | 8,331 | ||||||
| Other long-term liabilities | 3,796 | 3,977 | ||||||
| Total liabilities | 52,524 | 46,372 | ||||||
| Total stockholders' equity | 134,171 | 143,699 | ||||||
| Total liabilities and stockholders' equity | $ | 186,695 | $ | 190,071 | ||||
908 DEVICES INC.
Reconciliations of GAAP to Non-GAAP Financial Measures
(Unaudited, amounts in thousands, except percentage and per share data)
In all tables below, totals may not add due to rounding
Reconciliation from Gross Profit (GAAP) to Adjusted Gross Profit (Non-GAAP) and Margin Percentage:
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2026 | 2025 | |||||||
| Gross Profit (GAAP) | $ | 6,881 | $ | 5,541 | ||||
| Intangible amortization | 635 | 635 | ||||||
| Acquisition and integration costs | - | 50 | ||||||
| Restructuring | - | 66 | ||||||
| Stock-based compensation | 155 | 117 | ||||||
| Adjusted Gross Profit (Non-GAAP) | $ | 7,671 | $ | 6,409 | ||||
| Gross Margin Percentage (GAAP) | 51 | % | 47 | % | ||||
| Adjusted Gross Margin Percentage (Non-GAAP) | 57 | % | 54 | % | ||||
Reconciliation from Net Loss from Continuing Operations (GAAP) to Adjusted EBITDA (Non-GAAP):
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2026 | 2025 | |||||||
| Net Loss from continuing operation (GAAP) | $ | (11,955 | ) | $ | (9,838 | ) | ||
| Adjustments: | ||||||||
| Other income, net | (929 | ) | (1,188 | ) | ||||
| Depreciation | 406 | 291 | ||||||
| Intangible amortization | 732 | 713 | ||||||
| Acquisition and integration costs | 438 | 640 | ||||||
| Restructuring | - | 93 | ||||||
| Stock-based compensation | 2,399 | 2,221 | ||||||
| Change in fair value of contingent consideration | 6,381 | 2,499 | ||||||
| Adjusted EBITDA (Non-GAAP) | $ | (2,528 | ) | $ | (4,569 | ) | ||
Exhibit 99.2
908 Devices Acquires NIRLAB AG, Expanding Its Narcotics Detection Portfolio
Strategic acquisition adds integrated hardware and cloud subscription platform powered by NIR spectroscopy
BURLINGTON, Mass. – May 6, 2026 – 908 Devices Inc. (Nasdaq: MASS), a pioneer of purpose-built handheld devices for chemical analysis, announces that it has completed the acquisition of NIRLAB AG, a privately held company based in Lausanne, Switzerland. The company delivers AI-powered, cloud-connected near-infrared (NIR) spectroscopy to perform handheld chemical analysis of narcotics in seconds.
This acquisition expands 908 Devices' analytical portfolio and strengthens its leadership in narcotics detection with NIRLAB’s solution for fast, high-volume screening for everyday law enforcement patrol.
The NIRLab handheld device enables safe, point-and-click analysis of more than 400 common drugs, such as cocaine and methamphetamine, directly or through thin plastic bags and glass, delivering results in seconds, to support real-time decision-making in the field. Beyond identification, it quantifies drug purity in complex mixtures and can analyze cannabis, including percentages of THC and CBD. Proven in the field with over one million analyses, the platform integrates an intuitive mobile app, seamless device connectivity, and a subscription model that delivers continuous updates and evolving capabilities.
“We’re thrilled to welcome the NIRLAB team to 908 Devices. Our combination creates a powerful end-to-end workflow advantage for our law enforcement customers,” said Kevin J. Knopp, CEO and Co-founder of 908 Devices. “From fast, simple screening to trace-level analysis to detection of a broad range of substances, we offer a comprehensive solution for field-based chemical identification.”
“We are excited to join 908 Devices and bring our NIR technology to a global audience,” said Florentin Coppey and Matteo Delbrueck, co-CEOs of NIRLAB AG. “Combining our proven technology platform with 908 Devices' market leadership, commercial infrastructure, and complementary product portfolio creates a powerful opportunity to better serve law enforcement agencies worldwide.”
NIRLAB AG was founded in 2021 as a spin-out of the University of Lausanne, a global leader in forensic science. The company is based in Switzerland and employs 15 people.
The purchase consideration includes an upfront payment of $15 million, consisting of $13 million in cash and $2 million of 908 Devices common stock. The purchase agreement also includes up to an additional $8 million in 908 Devices common stock upon the achievement of performance milestones over the next 20 months.
Webcast Information
908 Devices will discuss this acquisition on a conference call for its first quarter 2026 financial results before market open on Wednesday, May 6, 2026, at 8:30 am Eastern Time. A webcast of the conference call can be accessed in the Investors section of 908devices.com and will be archived and available for replay for at least 90 days after the event.
About 908 Devices
908 Devices 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. For more information, visit 908devices.com.
Forward Looking Statements for 908 Devices
This press release includes "forward looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts are forward-looking statements, including, without limitation, statements regarding the expected uses and capabilities of the Company’s products and NIRLAB’s products, the benefits of the Company’s acquisition of NIRLAB, and the achievement of performance milestones under the purchase agreement. Words such as "may," "will," "expect," "plan," "anticipate," "estimate," "intend" and similar expressions (as well as other words or expressions referencing future events, conditions or circumstances) are intended to identify forward-looking statements. These forward-looking statements are based on management’s current expectations and involve known and unknown risks, uncertainties and assumptions which may cause actual results to differ materially from any results expressed or implied by any forward-looking statement, including the risks outlined under "Risk Factors" in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the SEC) on March 9, 2026 and elsewhere in the Company’s filings with the SEC which are available on the SEC's website at www.sec.gov. Additional information will be made available in the Company’s Annual Reports and Quarterly Reports and other filings that it makes from time to time with the SEC. Although the Company believes that the expectations reflected in its forward-looking statements are reasonable, it cannot guarantee future results. The Company has no obligation, and does not undertake any obligation, to update or revise any forward-looking statement made in this press release to reflect changes since the date of this press release, except as may be required by law.
Media & IR Contact
Barbara Russo
IR@908devices.com
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