[10-Q] MaxCyte, Inc. Quarterly Earnings Report
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark one)
For the quarterly period ended
or
For the transition period from___ to___
Commission File Number:
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
(Address of principal executive offices including zip code)
Registrant’s telephone number, including area code: (
N/A
(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 |
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.
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).
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 | ☐ | ☒ | |
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
As of August 1, 2025, the registrant had
Table of Contents
Table of Contents
| Page No | |
PART I. FINANCIAL INFORMATION | 3 | |
Item 1. | Condensed Consolidated Financial Statements (Unaudited) | 3 |
| Condensed Consolidated Balance Sheets | 3 |
| Condensed Consolidated Statements of Operations | 4 |
| Condensed Consolidated Statements of Changes in Stockholders’ Equity | 5 |
| Condensed Consolidated Statements of Cash Flows | 6 |
| Notes to Unaudited Condensed Consolidated Financial Statements | 7 |
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 20 |
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 33 |
Item 4. | Controls and Procedures | 34 |
PART II. OTHER INFORMATION | 35 | |
Item 1. | Legal Proceedings | 35 |
Item 1A. | Risk Factors | 35 |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 35 |
Item 3. | Defaults Upon Senior Securities | 35 |
Item 4. | Mine Safety Disclosures | 35 |
Item 5. | Other Information | 35 |
Item 6. | Exhibits | 36 |
Signatures | 37 | |
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PART I. FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements (Unaudited)
MaxCyte, Inc.
Condensed Consolidated Balance Sheets
(in thousands, except share and per share amounts)
| | | | | | |
| | June 30, | | December 31, | ||
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| 2025 |
| 2024 | ||
| | | | | | (See Note 2) |
Assets |
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Current assets: |
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Cash and cash equivalents | | $ | | | $ | |
Short-term investments, at amortized cost | |
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Accounts receivable, net | |
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Inventory | |
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Prepaid expenses and other current assets | |
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Total current assets | |
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Investments, non-current, at amortized cost | | | | | ||
Property and equipment, net | | | |
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Right-of-use asset - operating leases | | | |
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Goodwill | | | | | — | |
Intangible assets, net | | | | | — | |
Other assets | |
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Total assets | | $ | | | $ | |
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Liabilities and stockholders’ equity | |
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Current liabilities: | |
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Accounts payable | | $ | | | $ | |
Accrued expenses and other | |
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Operating lease liability, current | |
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Deferred revenue, current portion | |
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Total current liabilities | |
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Operating lease liability, net of current portion | |
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Contingent consideration | | | | | | — |
Other liabilities | |
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Total liabilities | |
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Commitments and contingencies (Note 7) | |
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Stockholders’ equity | |
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Preferred stock, $ | | | — | | | — |
Common stock, $ | | | | | | |
Additional paid-in capital | |
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Accumulated deficit | |
| ( | |
| ( |
Total stockholders’ equity | |
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Total liabilities and stockholders’ equity | | $ | | | $ | |
See accompanying notes to unaudited condensed consolidated financial statements.
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MaxCyte, Inc.
Unaudited Condensed Consolidated Statements of Operations
(in thousands, except share and per share amounts)
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| Three Months Ended June 30, | | Six Months Ended June 30, | ||||||||
| | 2025 |
| 2024 |
| 2025 |
| 2024 | ||||
Revenue | | $ | | | $ | | | $ | | | $ | |
Cost of goods sold | |
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Gross profit | |
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Operating expenses: | |
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Research and development | |
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Sales and marketing | |
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General and administrative | |
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Depreciation and amortization | | | | | | | | | | | | |
Total operating expenses | |
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Operating loss | |
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Other income: | |
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Interest income | |
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Total other income | |
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Loss before income taxes | | | ( | | | ( | | | ( | | | ( |
Provision for income taxes | | | — | | | — | | | — | | | — |
Net loss | | $ | ( | | $ | ( | | $ | ( | | $ | ( |
Basic and diluted net loss per share | | $ | ( | | $ | ( | | $ | ( | | $ | ( |
Weighted-average shares outstanding, basic and diluted | |
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See accompanying notes to unaudited condensed consolidated financial statements.
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MaxCyte, Inc.
Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity
(in thousands, except share amounts)
| | | | | | | | | | | | | | |
| | | | | | | | | | | | Total | ||
| | Common Stock | | Additional | | Accumulated | | Stockholders’ | ||||||
|
| Shares |
| Amount |
| Paid-in Capital |
| Deficit |
| Equity | ||||
Balance at January 1, 2024 |
| | | $ | | | $ | | | $ | ( | | $ | |
Stock-based compensation expense |
| — | |
| — | |
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| — | |
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Exercise of stock options | | | | | | | | | | | — | | | |
Vesting of restricted stock units | | | | | | | | ( | | | — | | | — |
Net loss |
| — | |
| — | |
| — | |
| ( | |
| ( |
Balance at March 31, 2024 |
| | | | | | | | | | ( | | | |
Stock-based compensation expense | | — | | | — | | | | | | — | | | |
Exercise of stock options |
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| — | |
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Vesting of restricted stock units | | | | | — | | | — | | | — | | | — |
Issuance of common stock under | | | | | | | | | | | — | | | |
Net loss |
| — | |
| — | |
| — | |
| ( | |
| ( |
Balance at June 30, 2024 |
| | | $ | | | $ | | | $ | ( | | $ | |
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| | | | | | | | | | | | Total | ||
| | Common Stock | | Additional | | Accumulated | | Stockholders’ | ||||||
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| Shares |
| Amount |
| Paid-in Capital |
| Deficit |
| Equity | ||||
Balance at January 1, 2025 |
| | | $ | | | $ | | | $ | ( | | $ | |
Stock-based compensation expense |
| — | |
| — | |
| | |
| — | |
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Exercise of stock options | | | | | | | | | | | — | | | |
Vesting of restricted stock units | | | | | | | | ( | | | — | | | — |
Net loss |
| — | |
| — | |
| — | |
| ( | |
| ( |
Balance at March 31, 2025 |
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Stock-based compensation expense |
| — | |
| — | |
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| — | |
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Exercise of stock options | | | | | — | | | | | | — | | | |
Vesting of restricted stock units | | | | | | | | ( | | | — | | | — |
Issuance of common stock under | | | | | | | | | | | — | | | |
Net loss |
| — | |
| — | |
| — | | | ( | |
| ( |
Balance at June 30, 2025 |
| | | $ | | | $ | | | $ | ( | | $ | |
See accompanying notes to unaudited condensed consolidated financial statements.
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MaxCyte, Inc.
Unaudited Condensed Consolidated Statements of Cash Flows
(in thousands)
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| Six Months Ended June 30, | | ||||
| | 2025 |
| 2024 | | ||
Cash flows from operating activities: |
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Net loss | | $ | ( | | $ | ( | |
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Adjustments to reconcile net loss to net cash used in operating activities: | |
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Depreciation and amortization | |
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Lease right-of-use asset amortization | | | | | | | |
Net book value of consigned equipment sold | |
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Loss on disposal of property and equipment | | | | | | | |
Stock-based compensation | |
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Credit loss expense (recovery) | | | | | | ( | |
Change in excess/obsolete inventory reserve | | | | | | | |
Amortization of discounts on investments | |
| ( | |
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Changes in operating assets and liabilities, net of effects of acquisition: | |
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Accounts receivable | |
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Inventory | |
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Prepaid expense and other current assets | |
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Other assets | |
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Accounts payable, accrued expenses and other | |
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Operating lease liability | |
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Deferred revenue | |
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Other liabilities | |
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Net cash used in operating activities | |
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Cash flows from investing activities: | |
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Purchases of investments | |
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Maturities of investments | |
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Purchases of property and equipment | |
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Acquisition of business, net of cash acquired of $ | | | ( | | | — | |
Net cash provided by investing activities | |
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Cash flows from financing activities: | |
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Proceeds from exercise of stock options | |
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Proceeds from issuance of common stock under employee stock purchase plan | | | | | | | |
Net cash provided by financing activities | |
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Net decrease in cash and cash equivalents | |
| ( | |
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Cash and cash equivalents, beginning of period | |
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Cash and cash equivalents, end of period | | $ | | | $ | | |
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Supplemental disclosure of non-cash investing and financing activities: | |
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Property and equipment purchases included in accounts payable and accrued expenses | | $ | | | $ | | |
See accompanying notes to unaudited condensed consolidated financial statements.
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MaxCyte, Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
(in thousands, except par value, share and per share amounts)
1. Organization and Description of Business
MaxCyte, Inc. (the “Company” or “MaxCyte”) was incorporated as a majority-owned subsidiary of EntreMed, Inc. (“EntreMed”) on July 31, 1998, under the laws and provisions of the State of Delaware and commenced operations on July 1, 1999. In November 2002, MaxCyte was recapitalized, and EntreMed was no longer deemed to control the Company.
MaxCyte is a global life sciences company focused on advancing the discovery, development, and commercialization of next-generation cell therapies. MaxCyte leverages its proprietary cell engineering technology platform to enable the programs of its biotechnology and pharmaceutical company customers who are engaged in cell therapy, including gene gene-editing and immuno-oncology, as well as in drug discovery and development and biomanufacturing. The Company licenses and sells its instruments and technology, sells its related processing assemblies (“PAs”) and consumables, and provides on target and off-target gene-editing assessment services (“Assay Service Revenue”) for cell and gene therapies to developers of cell therapies and pharmaceutical and biotechnology companies for use in drug discovery and development and biomanufacturing.
The Company’s registration statement on Form S-1 related to its initial public offering of common stock (the “IPO”) in the United States of America (the “U.S.”) was declared effective on July 29, 2021, and the Company’s common stock began trading on the Nasdaq Global Select Market on July 30, 2021. On August 3, 2021, the Company sold
2. Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”) for interim financial information and pursuant to the instructions to Form 10-Q and Article 8 of Regulation S-X of the U.S. Securities and Exchange Commission (the “SEC”). In the Company’s opinion, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of both normal recurring adjustments, and adjustments for material unusual or infrequently occurring transactions or events, which are necessary to present fairly the Company’s financial position, results of operations, and cash flows as of and for the periods presented. The Company recorded material accounting entries in the interim period ended June 30, 2025 for the preliminary purchase accounting for SeQure Dx Inc. (“SeQure”) described in Note 8. The condensed consolidated balance sheet at December 31, 2024 has been derived from audited consolidated financial statements as of that date. The unaudited condensed consolidated results of operations are not necessarily indicative of the results that may occur for the full fiscal year or any other future year or period. Certain information and notes disclosure normally included in the consolidated financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to instructions, rules, and regulations prescribed by the SEC. The Company believes that the disclosures provided herein are adequate to make the information presented not misleading when these unaudited interim condensed consolidated financial statements are read in conjunction with the audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K filed with the SEC on March 11, 2025 (the “2024 Form 10-K”).
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Significant Accounting Policies
The Company’s significant accounting policies are disclosed in the notes to its audited consolidated financial statements for the year ended December 31, 2024 included in the 2024 Form 10-K and have not materially changed during the three and six months ended June 30, 2025.
Basis of Consolidation
The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, SeQure and CCTI, Inc. All significant intercompany balances have been eliminated in consolidation.
Concentration of Risk
The Company maintains its cash and cash equivalents with
Significant customers are those that accounted for 10% or more of the Company’s total revenue for the period or accounts receivable as of the end of a reporting period. During the three months ended June 30, 2025,
Certain components included in the Company’s products are obtained from a single source or a limited group of suppliers. During the three and six months ended June 30, 2025,
Accounts Receivable
Accounts receivable are reduced by an allowance for credit losses, if needed. The Company maintains an allowance for credit losses of an amount equal to anticipated future write-offs. The Company recorded an allowance for expected credit losses of $
Intangible Assets
The Company recognizes acquired intangible assets at fair value on the date of acquisition. Intangible assets with definite lives are amortized over their useful lives using the straight-line method. The useful lives of the Company’s Intangible assets range from seven to
Goodwill
Goodwill is recorded when the purchase price paid for an acquisition exceeds the estimated fair value of the net identified tangible and intangible assets acquired. Goodwill is not amortized, but is subject to impairment analysis at least once annually, which we perform in the third quarter, or more frequently upon the occurrence of an event or when circumstances indicate that a reporting unit’s carrying amount is greater than its fair value.
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Foreign Currency
The Company’s functional currency is the U.S. dollar; transactions denominated in foreign currencies are subject to currency risk. The Company recognized $
Leases
For transactions in which the Company is the lessee, at the inception of a contract, the Company determines if the arrangement is, or contains, a lease. See Note 7 for additional details about leases under which the Company is the lessee.
All transactions in which the Company is the lessor are short-term (one year or less) and have been classified as operating leases. All leases require upfront payments covering the full period of the lease and thus, there are no future payments expected to be received from existing leases. See Note 3 for details on revenue recognition related to lease agreements.
Loss Per Share
Basic loss per share is computed by dividing net loss available to common stockholders by the weighted-average number of shares of common stock outstanding during the period.
For periods of net income, and when the effects are not anti-dilutive, diluted earnings per share is computed by dividing net income available to common stockholders by the weighted-average number of shares outstanding plus the impact of all potential dilutive common shares, consisting primarily of common stock options, restricted stock units, performance stock units and shares under employee stock purchase plans using the treasury stock method.
For periods of net loss, diluted loss per share is calculated similarly to basic loss per share because the impact of all dilutive potential common shares is anti-dilutive. The number of anti-dilutive shares excluded from the computation of diluted loss per share, consisting of shares of underlying stock options, restricted stock units, performance stock units, and shares under employee stock purchase plans was
Recent Accounting Pronouncements
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU amends the guidance in Accounting Standards Codification (“ASC’) 740, Income Taxes, to improve the transparency of income tax disclosures by amending the required rate reconciliation disclosures as well as requiring disclosure of income taxes paid disaggregated by jurisdiction. The rate reconciliation disclosure will be required to be presented in both percentages and reporting currency amounts, with greater disaggregation of information. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024 and should be applied prospectively, with early adoption permitted. The Company is currently evaluating the amendments to identify potential impacts to the Company’s income tax disclosures beginning with the Annual Report on Form 10-K for the year ended December 31, 2025 on a prospective basis.
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (“ASU 2024-03”). The amendments in ASU 2024-03 improve the transparency of expenses by nature disclosures requiring disclosures disaggregating of each expense line item into specific categories, and qualitative disclosures of expenses. ASU 2024-03 will be effective for the fiscal years beginning after December 31, 2026. The Company is in the process of evaluating the impact of this ASU on its unaudited condensed consolidated financial statements.
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3. Revenue
Revenue is principally from the sale of instruments, PAs and consumables, Assay Services, and extended warranties and from our license agreements, which also include customer-specific milestone payments and royalty fees based on certain sales made by the customer. In some arrangements, product and services have been sold together representing distinct performance obligations. In these arrangements, the Company allocates the sale price to the various performance obligations in the arrangement on a relative selling price basis. Under this basis, the Company determines the estimated selling price of each performance obligation in a manner that is consistent with that used to determine the price to sell the deliverable on a standalone basis.
Revenue is recognized at the time control is transferred to the customer and the performance obligation is satisfied. Revenue from the sale of instruments and PAs and consumables is generally recognized at the time of shipment to the customer, provided that no significant vendor obligations remain and collectability is reasonably assured. Revenue from licenses of functional intellectual property is recognized at a point in time upon the granting of the license or when a related sales royalty is achieved, and is included in revenue from contracts with customers. Revenue from licenses of symbolic intellectual property is recognized ratably over the license term. Some of these licensing arrangements include provisions for milestone payments to the Company, if the customer accomplishes certain precommercial milestones in addition to the license of instrument and intellectual property. We refer to such licenses arrangements as strategic platform licenses (“SPLs”). We do not recognize revenue for the milestone provisions at the time of entering into an SPL agreement, since each milestone stream of revenue is considered variable consideration that is highly uncertain and susceptible to factors outside our influence. We recognize the amount of revenue related to each milestone only at the time our customer achieves the milestone or sales royalties are achieved by a customer and is included in revenue from lease elements under ASC 842, Leases. Revenue for Assay Services and other service revenue is recognized when services have been provided.
Disaggregation of Revenue
The following table depicts the disaggregation of revenue by type of contract:
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| | Three months ended June 30, 2025 | | Six months ended June 30, 2025 | ||||||||||||||
| | Revenue from | | Revenue | | | | | | | | | | | | | ||
| | Contracts | | from | | | | Revenue from | | Revenue | | | | |||||
| | with | | Lease | | Total | | Contracts with | | from Lease | | Total | ||||||
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| Customers |
| Elements |
| Revenue |
| Customers |
| Elements |
| Revenue | ||||||
Product sales | | $ | | | $ | — | | $ | | | $ | | | $ | — | | $ | |
Licenses | |
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Assay and other service revenue | |
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| — | |
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Total | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | |
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| | Three months ended June 30, 2024 | | Six months ended June 30, 2024 | ||||||||||||||
| | Revenue from | | Revenue | | | | | | | | | | | | | ||
| | Contracts | | from | | | | Revenue from | | Revenue | | | | |||||
| | with | | Lease | | Total | | Contracts with | | from Lease | | Total | ||||||
|
| Customers |
| Elements |
| Revenue |
| Customers |
| Elements |
| Revenue | ||||||
Product sales | | $ | | | $ | — | | $ | | | $ | | | $ | — | | $ | |
Licenses | |
| — | |
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| — | |
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Other service revenue | |
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| — | |
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| — | |
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Total | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | |
Additional Disclosures Relating to Revenue from Contracts with Customers
Deferred revenue represents payments received for performance obligations not yet satisfied and is presented as current or long-term in the accompanying condensed consolidated balance sheets based on the expected timing and satisfaction of the underlying goods or services. Deferred revenue was $
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June 30, 2025 and 2024, the Company recognized $
Remaining contract consideration for which revenue has not been recognized due to unsatisfied performance obligations with a duration greater than one year as of June 30, 2025 was $
As of June 30, 2025, the Company had unsatisfied performance obligations in the amount of $
For the three and six months ended June 30, 2025 and 2024, the Company did not incur, and therefore did not defer, any material incremental costs to obtain contracts or costs to fulfill contracts.
4. Stockholders’ Equity
Common Stock
During the six months ended June 30, 2025, the Company issued
Preferred Stock
The Company’s certificate of incorporation authorizes the issuance of up to
Stock Incentive Plans
The Company adopted the MaxCyte, Inc. Long-Term Incentive Plan (the “2016 Plan”) in January 2016 to provide for the awarding of (i) stock options, (ii) restricted stock, (iii) incentive shares, and (iv) performance awards, in each case, to employees, officers, and directors of the Company and to other individuals as determined by the Board of Directors of the Company.
In December 2021, the Company adopted the MaxCyte, Inc. 2021 Inducement Plan (the “Inducement Plan”) to provide for the awarding of (i) non-qualified stock options; (ii) stock appreciation rights; (iii) restricted stock awards; (iv) restricted stock unit awards; (v) performance awards; and (vi) other awards, in each case, only to persons eligible to receive grants of awards who satisfy the standards for inducement grants under Nasdaq Marketplace Rule 5635(c)(4) or 5635(c)(3), if applicable, and the related guidance under Nasdaq IM 5635-1.
In May 2022, the Board of Directors adopted, and in June 2022, the Company’s stockholders approved, the MaxCyte, Inc. 2022 Equity Incentive Plan (the “2022 Plan”) to provide for the awarding of (i) incentive stock options, (ii) non-qualified stock options, (iii) stock appreciation rights, (iv) restricted stock awards, (v) restricted stock unit awards, (vi) performance awards, and (vii) other awards. Following the approval of the 2022 Plan, no additional awards can be granted under the 2016 Plan or the Inducement Plan, but all outstanding awards will continue to remain subject to the terms of the applicable plan.
Upon the effectiveness of the 2022 Plan, a total of
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number of shares of common stock authorized to be issued under the 2022 Plan. At the Company’s Annual Meeting of Stockholders held on June 18, 2025, the Company’s stockholders approved to increase by
At June 30, 2025 and December 31, 2024, there were
The value of an equity award is recognized as expense on a straight-line basis over the requisite service period. At June 30, 2025, total unrecognized compensation expense was $
Stock Options
The weighted-average fair value of the stock options granted during the three months ended June 30, 2025 and 2024 was estimated to be $
Restricted Stock Units (“RSUs”)
The weighted-average fair value of the RSUs granted during the three months ended June 30, 2025 and 2024 was estimated to be $
Performance Stock Units (“PSUs”)
During the six months ended June 30, 2025 and 2024, the Company awarded
Employee Stock Purchase Plan
The ESPP allows eligible employees to purchase a number of shares of the Company’s common stock, through accumulated payroll deductions, up to a maximum of
The most recent purchase period began on May 19, 2025. The weighted average fair value for the shares estimated to be purchased under the ESPP for this purchase period was $
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Stock-based Compensation Expense
The Company recorded stock-based compensation expense in the following expense categories of its unaudited condensed consolidated statements of operations:
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| Three months ended June 30, | | Six months ended June 30, | ||||||||
| | 2025 |
| 2024 | | 2025 |
| 2024 | ||||
General and administrative | | $ | | | $ | | | $ | | | $ | |
Sales and marketing | |
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Research and development | |
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| | |
| |
Total | | $ | | | $ | | | $ | | | $ | |
5. Condensed Consolidated Balance Sheet Components
Inventory
Inventory is carried at the lower of cost or net realizable value. The following tables show the components of inventory:
| | | | | | | |
|
| June 30, |
| December 31, | | ||
| | 2025 | | 2024 | | ||
Raw materials inventory | | $ | | | $ | | |
Finished goods inventory | |
| | |
| | |
Work in progress | | | | | | | |
Total inventory | | $ | | | $ | | |
The Company reserved $
Property and Equipment
Property and equipment are stated at cost. Depreciation is computed using the straight-line method. Leasehold improvements are amortized over the shorter of the estimated lease term or useful life.
Property and equipment include capitalized costs to develop internal-use software. Applicable costs are capitalized during the development stage of the project and include direct internal costs, third-party costs and allocated interest expense as appropriate.
Property and equipment consisted of the following:
| | | | | | | |
|
| June 30, |
| December 31, | | ||
| | 2025 | | 2024 | | ||
Leasehold improvements | | $ | | | $ | | |
Furniture and equipment | | | | | | | |
Internal-use software | |
| | |
| | |
Instruments | |
| | |
| | |
Construction in process | |
| | |
| | |
Accumulated depreciation and amortization | |
| ( | |
| ( | |
Property and equipment, net | | $ | | | $ | | |
During the six months ended June 30, 2025 and 2024, the Company transferred $
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For the three months ended June 30, 2025 and 2024, the Company incurred depreciation and amortization expense of property and equipment of $
Intangible Assets and Goodwill
The Company recognizes acquired intangible assets at fair value on the date of acquisition. Intangible assets with finite lives are amortized over their useful lives using the straight-line method. Intangible assets with indefinite lives, including goodwill, are not amortized but subject to annual impairment testing. The Company recorded
Intangible assets with finite lives as of June 30, 2025, consist of the following, which have been estimated on a preliminary basis and result from the acquisition of SeQure discussed in Note 8:
| | | | | | | | | | | |
|
| | | Gross | | Accumulated | | Net | |||
| | Weighted Average Life | | Carrying Amount | | Amortization | | Carrying Amount | |||
Developed technology | | | $ | | | $ | ( | | $ | | |
Trade names | | | | | | | ( | | | | |
Customer relationships | | |
| | |
| ( | |
| | |
Total intangible assets | | | | $ | | | $ | ( | | $ | |
For the three and six months ended June 30, 2025, the Company incurred amortization expense of intangible assets of $
6. Fair Value
The Company’s condensed consolidated balance sheets include various financial instruments (primarily cash and cash equivalents, accounts receivable and accounts payable) that are carried at cost, which approximates fair value due to the short-term nature of the instruments.
Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis
The Company had
Financial Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis
Money market funds, U.S. Treasury securities and government agency bonds, commercial paper, and corporate debt instruments classified as held-to-maturity are measured at fair value on a non-recurring basis when they are deemed to be impaired on an other-than-temporary basis. The Company periodically reviews investments to assess for credit impairment. Based on its assessment, all unrecognized holding losses were due to factors other than credit loss, such as changes in interest rates. Therefore,
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The following table summarizes the Company’s financial instruments that were measured at fair value on a non-recurring basis as of June 30, 2025:
| | | | | | | | | | | | | | |
| | | | | | | Gross | | Gross | | | | ||
| | | | Amortized | | unrecognized | | unrecognized | | Aggregate | ||||
Description |
| Classification |
| cost |
| holding gains |
| holding losses |
| fair value | ||||
Money market funds and cash equivalents |
| Cash equivalents | | $ | | $ | — | | $ | — | | $ | | |
Commercial paper |
| Short-term investments | |
| | | | | | ( | |
| | |
U.S. Treasury securities and government agency bonds | | Short-term investments | | | | | | | | ( | | | | |
Corporate debt |
| Short-term investments | |
| | | | | | ( | |
| | |
Corporate debt | | Long-term investments | | | | | | | | — | | | | |
U.S. Treasury securities and government agency bonds | | Long-term investments | | | | | | | | ( | | | | |
Total cash equivalents, short-term investments and long-term investments |
|
| | $ | | | $ | | | $ | ( | | $ | |
The following table summarizes the Company’s financial instruments that were measured at fair value on a non-recurring basis as of December 31, 2024:
| | | | | | | | | | | | | | |
| | | | | | | Gross | | Gross | | | | ||
| | | | Amortized | | unrecognized | | unrecognized | | Aggregate | ||||
Description |
| Classification |
| cost |
| holding gains |
| holding losses |
| fair value | ||||
Money market funds and cash equivalents |
| Cash equivalents | | $ | | $ | — | | $ | — | | $ | | |
Commercial paper | | Cash equivalents | | | | | | | | — | | | | |
Commercial paper |
| Short-term investments | |
| |
| | |
| ( | |
| | |
U.S. Treasury securities and government agency bonds | | Short‑term investments | |
| |
| | |
| ( | |
| | |
Corporate debt | | Short‑term investments | | | | | | | | ( | | | | |
U.S. Treasury securities and government agency bonds | | Long-term investments | | | | | | | | ( | | | | |
Total cash equivalents, short-term investments and long-term investments |
|
| | $ | | | $ | | | $ | ( | | $ | |
Non-Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis
As described in Note 8, the Company acquired SeQure on January 29, 2025. The acquisition included a contingent consideration agreement where the Company agreed to pay an amount up to $
Non-Financial Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis
The Company measures its long-lived assets, including property and equipment, at fair value on a non-recurring basis. These assets are recognized at fair value when they are deemed to be impaired.
7. Commitments and Contingencies
Operating Leases
In May 2021, the Company entered into a lease for its headquarters (the “Headquarters Lease”), consisting of an operating lease agreement, as amended, for new office, laboratory, manufacturing, and other space. The lease term expires on August 31, 2035. Under the Headquarters Lease, the Company has
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2024, the Company paid $
Upon the acquisition of SeQure, the Company assumed SeQure’s headquarters lease (the “SeQure Lease”) consisting of an operating lease agreement, as amended, for office and laboratory space. The lease term expires on December 31, 2027. Under the Headquarters Lease, the Company has
The Company had
The components of lease cost and supplemental balance sheet information for the Company’s lease portfolio were as follows:
| | | | | | | | | | | | |
| | | | | | | | | ||||
| | Three months ended June 30, | | Six months ended June 30, | ||||||||
|
| 2025 |
| 2024 | | 2025 |
| 2024 | ||||
Operating lease cost | | $ | | | $ | | | $ | | | $ | |
Short-term lease cost | |
| | |
| | |
| | |
| |
Variable lease cost | |
| | |
| | |
| | |
| |
Total lease cost | | $ | | | $ | | | $ | | | $ | |
| | | | | | |
| | | ||||
| | As of June 30, | | As of December 31, | ||
|
| 2025 |
| 2024 | ||
Operating leases | | | | | | |
Assets | | | | | | |
Right-of-use asset - operating leases | | $ | | | $ | |
Liabilities | | | | | | |
Operating lease liability, current | | $ | | | $ | |
Operating lease liabilities, net of current portion | |
| | |
| |
Total operating lease liabilities | | $ | | | $ | |
Other information | | | | | | |
Weighted-average remaining lease term (in years) | | | | | ||
Weighted-average incremental borrowing rate | | | | | ||
The following table reconciles the remaining minimum lease payments to lease liabilities as of June 30, 2025:
| | | |
|
| Operating Leases | |
Remainder of 2025 | | $ | |
2026 | |
| |
2027 | | | |
2028 | | | |
2029 | | | |
2030 | | | |
2031 and thereafter | | | |
Total undiscounted lease payments | | | |
Discount factor | |
| ( |
Present value of lease liabilities | | $ | |
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8. Business Combination
On January 29, 2025, the Company acquired
The major classes of assets and liabilities to which we have allocated the purchase price are as follows:
| | | |
Cash and cash equivalents | | $ | |
Prepaid expenses and other current assets | | | |
Property and equipment, net | |
| |
Right-of-use asset - operating leases | | | |
Goodwill | | | |
Intangible assets, net | | | |
Other assets | | | |
Accounts payable, accrued expenses and deferred revenue | | | ( |
Operating lease liability, current | | | ( |
Operating lease liability, net of current portion | | | ( |
Total allocated purchase price | | $ | |
See Note 5 for the purchase price allocated on a preliminary basis to specific intangible assets.
The purchase price allocation presented above is preliminary. The primary areas of the preliminary purchase price allocations that are not yet finalized relate to the fair value of certain tangible and intangible assets acquired and liabilities assumed, and residual goodwill. Goodwill includes an assembled workforce and technological synergies with the Company’s current offerings and know-how that does not qualify for separate intangible recognition under US GAAP. The Company has not concluded whether the goodwill recognized in this transaction will be deductible for tax purposes, and has not yet finalized its analysis and has not recorded any tax accounts in the preliminary allocation above. The Company expects to continue to obtain information to assist in determining the fair values of the net assets acquired at the acquisition dates during the measurement periods.
Any adjustments to the preliminary purchase price allocation identified during the measurement period, which will not exceed one year from the acquisition date, will be accounted for prospectively. In accordance with ASC 805-10-25-17, during the measurement period, the Company obtained new information about facts and circumstances that existed as of the acquisition date. As a result, the Company recognized the following adjustments to the provisional amounts in the current reporting period:
| | | | | | | | | |
Major Class |
| Original Amount |
| Adjustment |
| Revised Amount | |||
Intangible assets, net | | $ | | | $ | | | $ | |
Accounts payable, accrued expenses and deferred revenue | | $ | ( | | $ | | | $ | ( |
Contingent consideration | | $ | — | | $ | ( | | $ | ( |
Goodwill | | $ | | | $ | ( | | $ | |
These adjustments were made to reflect updated valuations and assessments of the acquiree’s assets and liabilities based on information obtained during the measurement period. The corresponding adjustment to goodwill reflects the net impact of these changes.
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The Company incurred approximately $
The financial results of SeQure have been included in the Company’s consolidated financial statements since the date of acquisition. The Company’s unaudited condensed consolidated statement of operations includes revenue and net loss of $
The following are supplemental pro forma consolidated financial results of the Company, if the acquisition of SeQure had been consummated on January 1, 2024:
| | | | | | | | | | | | | |
| | Three Months Ended June 30, | | | Six Months Ended June 30, | ||||||||
|
| 2025 |
| 2024 |
| | 2025 |
| 2024 | ||||
Revenue | | $ | | | $ | | | | $ | | | $ | |
Operating loss | | $ | ( | | $ | ( | | | $ | ( | | $ | ( |
Net loss | | $ | ( | | $ | ( | | | $ | ( | | $ | ( |
Basic and diluted loss per share | | $ | ( | | $ | ( | | | $ | ( | | $ | ( |
The pro forma operating loss for the three months ended June 30, 2025 includes non-recurring charges of approximately $
T
9. | Segment Reporting |
The Company has
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The CODM is regularly provided with the following significant segment expenses which are included in the measurement of the single measure of profit: net income (loss):
| | | | | | | | | | | | | |
| | Three months ended June 30, | | | Six Months Ended June 30, | ||||||||
|
| 2025 |
| 2024 |
| | 2025 |
| 2024 | ||||
Core revenue | | $ | | | $ | | | | $ | | | $ | |
Non-core revenue | |
| | |
| | | |
| | |
| |
Total revenue | |
| | |
| | | |
| | |
| |
Cost of goods sold | | | | | | | | | | | | | |
Gross profit | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Expenses: | |
|
| |
|
| | |
|
| |
|
|
Research and development | | | | | | | | | | | | | |
Sales and marketing | |
| | |
| | | |
| | |
| |
General and administrative | |
| | |
| | | |
| | |
| |
Depreciation and amortization | | | | | | | | | | | | | |
Stock-based compensation | |
| | |
| | | |
| | |
| |
Total operating expenses | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Other income | | | | | | | | | | | | | |
| |
| | |
|
| | |
| | |
|
|
Net loss | | $ | ( | | $ | ( | | | $ | ( | | $ | ( |
Revenue by geographic location is provided below.
| | | | | | | | | | | | | |
| | Three Months Ended June 30, | | | Six Months Ended June 30, | ||||||||
|
| 2025 |
| 2024 |
| | 2025 |
| 2024 | ||||
Revenue | | | | | | | | | | | | | |
Inside the United States | | $ | | | $ | | | | $ | | | $ | |
Outside the United States | |
| | |
| | | |
| | |
| |
Total revenue | | $ | | | $ | | | | $ | | | $ | |
As of June 30, 2025 and December 31, 2024, substantially all of the Company’s assets were located in the United States.
10. | Related Party Transactions |
During the three and six months ended June 30, 2025, the Company sold $
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our unaudited condensed consolidated financial statements and related notes thereto included in Part I, Item 1 of this Quarterly Report on Form 10-Q, our audited consolidated financial statements and related notes for the year ended December 31, 2024 included in our Annual Report on Form 10-K filed with the SEC on March 11, 2025, (the “2024 Form 10-K”), as well as the information contained under Part II, Item 1A “Risk Factors” of this Quarterly Report on Form 10-Q, the “Risk Factors” section contained in the 2024 Form 10-K and other information provided from time to time in our other filings with the SEC.
Special Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements about us and our industry involve substantial risks, uncertainties, and assumptions, including those described elsewhere in this report. All statements other than statements of historical facts contained in this report, including statements regarding our future results of operations or financial condition, business strategy, and plans and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will” or “would” or the negative of these words or other similar terms or expressions. These forward-looking statements include, but are not limited to, statements concerning the following:
•our expected future growth and the success of our business model;
•the potential payments we may receive pursuant to our Strategic Platform Licenses (“SPLs”);
• | the size and growth potential of the markets for our products, and our ability to serve those markets, increase our market share and achieve and maintain industry leadership; |
• | the market acceptance and demand for our technology, products, and services, including in the cell therapeutics and bioprocessing application markets; |
•the expected future growth of our manufacturing capabilities and sales, support and marketing capabilities;
•our ability to expand our customer base and enter into additional SPL partnerships;
• | our ability to accurately forecast and manufacture appropriate quantities of our products to meet clinical or commercial demand; |
• | our expectations regarding development of the cell therapy market, including projected growth in adoption of non-viral delivery approaches and gene-editing manipulation technologies; |
| • | our expectation that our partners will have access to capital markets or other sources of funding to develop and commercialize their cell therapy programs; |
• | our ability to maintain our Master File with the U.S. Food and Drug Administration (the “FDA”) and Master and Technical Files in other countries and expand Master and Technical Files into additional countries; |
• | our research and development for any future products, including our intention to introduce new instruments and processing assemblies and move into new applications; |
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• | the development, regulatory approval, and commercialization of competing products and our ability to compete with the companies that develop and sell such products; |
• | risks associated with our management transition and our ability to retain and hire senior management and key personnel; |
• | regulatory developments in the U.S. and foreign countries; |
• | our expectations regarding the period during which we qualify as an emerging growth company under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”); |
• | our ability to develop and maintain our corporate infrastructure, including our internal controls; |
• | our financial performance and capital requirements; |
| • | the adequacy of our cash resources and availability of financing on commercially reasonable terms; |
• | our expectations regarding our ability to obtain and maintain intellectual property protection for our products, as well as our ability to operate our business without infringing the intellectual property rights of others; |
| • | general market and economic conditions that may impact investor confidence in the biopharmaceutical industry and affect the amount of capital such investors provide to our current and potential partners; and |
•our use of available capital resources.
You should not rely on forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Quarterly Report on Form 10-Q primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition and operating results. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors described under the caption “Risk Factors” and elsewhere in the 2024 Form 10-K. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this report. The results, events and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.
In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this Quarterly Report on Form 10-Q, and while we believe that information provides a reasonable basis for these statements, that information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.
The forward-looking statements made in this Quarterly Report on Form 10-Q relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Quarterly Report on Form 10-Q to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q or to reflect new information or the occurrence of unanticipated events, except as required by law. Given these uncertainties, you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions or joint ventures.
You should read this Quarterly Report on Form 10-Q and the documents that we file from time to time with the SEC with the understanding that our actual future results, levels of activity, performance and events and circumstances may be materially different from what we expect.
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In this Quarterly Report on Form 10-Q, unless the context requires otherwise, all references to “we,” “our,” “us,” “MaxCyte” and the “Company” refer to MaxCyte, Inc.
Trademarks
We have applied for various trademarks that we use in connection with the operation of our business. This Quarterly Report on Form 10-Q includes trademarks, service marks, and trade names owned by us or other companies. All trademarks, service marks, and trade names included in this Quarterly Report on Form 10-Q are the property of their respective owners. Solely for convenience, the trademarks and trade names in this report may be referred to without the ® or TM 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.
Overview
We are a commercial cell engineering company focused on providing enabling platform technologies to advance the discovery, development, and commercialization of next-generation cell therapeutics including cell and gene therapies and to support innovative cell-based research and development. Over more than two decades, we have developed and commercialized our proprietary Flow Electroporation® technology, which is used by biopharmaceutical companies to facilitate complex engineering of a wide variety of cells. Electroporation is a method of transfection, or the process of deliberately introducing molecules into cells, that involves applying an electric field in order to temporarily increase the permeability of the cell membrane. This precisely controlled increase in permeability allows the intracellular delivery of molecules, such as genetic material and proteins, that would not normally be able to cross the cell membrane as easily.
Our ExPERT platform, which is based on our Flow Electroporation technology, has been designed to address this rapidly expanding cell therapy market and can be utilized across the continuum of the high-growth cell therapy sector, from discovery and development through commercialization of next-generation, cell-based medicines. The ExPERT™ family of products includes four instruments, which we call the ATx™, STx™, GTx™ and VLx™, as well as a portfolio of proprietary related disposables and consumables. Our disposables and consumables include processing assemblies (“PAs”) designed for use with our instruments, as well as accessories supporting PAs such as electroporation buffer solution and software protocols. We have garnered meaningful expertise in cell engineering via our internal research and development efforts as well as our customer-focused commercial approach, which includes a growing application scientist team. Our platform is also supported by a robust intellectual property portfolio with more than 200 granted U.S. and foreign patents and more than 100 pending patent applications worldwide.
From leading commercial cell therapy drug and biologic developers and top biopharmaceutical companies to top academic and government research institutions, including the U.S. National Institutes of Health, our customers have extensively validated our technology. We believe the features and performance of our platform have led to sustained customer engagement. Our existing customer base, which includes but is not limited to our 31 SPL partners, ranges from large biopharmaceutical companies, including a majority of the top 25 pharmaceutical companies based on 2024 global revenue, to hundreds of biotechnology companies and academic centers focused on translational research. Our Flow Electroporation technology is used by one of our SPL partners to engineer the first ex-vivo cell therapy approved by the FDA in December 2023.
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, commercialization adoption, and market acceptance of our products. We generated revenue of $18.9 million and incurred a net loss of $22.6 million for the six months ended June 30, 2025. As of June 30 2025, we had an accumulated deficit of $240.0 million. We expect to continue to incur net losses as we focus on growing commercial sales of our products in both the U.S. and international markets, including growing our sales force, scaling our manufacturing operations, and continuing research and development efforts to develop new products and further enhance our existing products.
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Recent Developments
In January 2025, we acquired SeQure Dx, Inc. (“SeQure”) a provider of on-target and off-target editing assessment services for cell and gene therapies. We expect that this acquisition will strengthen our ability to serve ex vivo and in vivo cell and gene therapy developers with an innovative suite of tools and services spanning early R&D through clinical development and commercialization. We anticipate that successful integration of SeQure into our Company (which is not guaranteed) will allow us to expand our service offerings for our partners and leverage our commercial and field application scientist teams to work with developers earlier in their research processes. See Note 8 – Business Combination in the Notes to the Consolidated Financial Statements in Item 1 of this Quarterly Report on Form 10-Q for more information.
We have continued to enter into SPL agreements with our cell therapy customers. These agreements, which are discussed in more detail under the caption “Results of Operations” below, provide us with revenue from instrument sales and leases and disposables sales as well as pre-commercial milestones based on progress of our partners’ programs through the clinic and sales-based payments upon commercialization of our partners’ programs. In 2025, we have signed SPL agreements with three new partners, TG Therapeutics, Anocca AB and Adicet Bio. We continue to grow our SPL pipeline and, while the specific timing of any agreement is uncertain, we look forward to continuing to build on our existing SPL partnerships and develop additional SPL partnerships in the future.
Results of Operations
Comparison of the Three Months Ended June 30, 2025 and 2024
The following table sets forth our results of operations for the periods presented:
| | | | | | |
| | Three Months Ended | ||||
| | June 30, | ||||
|
| 2025 |
| 2024 | ||
| | | (in thousands) | |||
| | | | | | |
Total revenue | | $ | 8,507 | | $ | 10,429 |
Cost of goods sold | |
| 1,519 | | | 1,488 |
Gross profit | |
| 6,988 | | | 8,941 |
Operating expenses | |
|
| | |
|
Research and development | |
| 6,269 | | | 5,619 |
Sales and marketing | |
| 5,786 | | | 6,617 |
General and administrative | |
| 8,080 | | | 7,639 |
Depreciation and amortization | | | 1,080 | | | 1,034 |
Total operating expenses | |
| 21,215 | | | 20,909 |
Operating loss | |
| (14,227) | | | (11,968) |
Other income | |
|
| | |
|
Interest income | |
| 1,870 | | | 2,593 |
Total other income | |
| 1,870 | | | 2,593 |
Net loss | | $ | (12,357) | | $ | (9,375) |
Revenue
We generate revenue principally from the sale of instruments, single-use PAs and consumables as well as from licenses and service offerings to our customers. Our SPL agreements also include associated clinical progress milestones and sales-based payments to us, in addition to annual license payments.
In order to evaluate how our sales are trending across key markets, as well as the contribution of program economics from our SPL agreements, we separately analyze our core revenue and our performance-based milestone revenues we recognize under our SPL agreements. Core revenue includes instrument sales, PAs and consumables, research and clinical licenses,
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and assay services, while non-core revenue relates to SPL program-related revenue. We recognize both core and non-core revenue in accordance with US GAAP.
The following table provides details regarding the sources of revenue for the periods presented:
| | | | | | | | | | | |
| | Three Months Ended | | | | | | ||||
| | June 30, | | Change | |||||||
|
| 2025 |
| 2024 |
| Amount |
| % | |||
(in thousands, except percentages) |
| |
|
| |
|
| |
|
|
|
Core revenue: | | | | | | | | | | | |
Instrument revenue | | $ | 2,141 | | $ | 1,762 | | $ | 379 |
| 22% |
PA revenue | | | 3,128 | | | 2,974 | | | 154 | | 5% |
License revenue | | | 2,619 | | | 2,610 | | | 9 | | 0% |
Assay service revenue | | | 51 | | | — | | | 51 | | — |
Other service revenue | |
| 259 | |
| 229 | |
| 30 |
| 13% |
Total core revenue | | | 8,198 | | | 7,575 | | | 623 | | 8% |
SPL Program-related | | | 309 | | | 2,854 | | | (2,545) | | (89%) |
Total revenue | | $ | 8,507 | | $ | 10,429 | | $ | (1,922) |
| (18%) |
Total revenue for the three months ended June 30, 2025 was $8.5 million, a decrease of $1.9 million, or 18%, compared to $10.4 million during the three months ended June 30, 2024. The decrease was primarily driven by a decrease in program-related revenue, offset by an increase in a core revenue in the amounts shown in the table above.
Total core revenue for the three months ended June 30, 2025 was $8.2 million, an increase of $0.6 million, or 8%, compared to the three months ended June 30, 2024. Our overall increase in core revenue was primarily driven by increases in instrument revenue and PA revenue of $0.4 million, and $0.2 million, respectively.
The $2.5 million decrease in program-related revenues for the three months ended June 30, 2025 compared to the three months ended June 30, 2024 resulted from customer variability in achievement of contractually specified clinical and regulatory milestones during the respective periods. We expect program-related revenue to continue to experience variability for some time, although we anticipate that variability may moderate as the volume of SPL partnerships and associated milestones grows and matures.
We expect total revenue to increase over time as our customers’ programs advance and our markets grow, resulting in additional instrument sales and license and PA sales and also as the percentage of our installed base that are under SPL license agreements increases. We expect revenue from PA and instrument sales and instrument licenses to cell therapy customers will continue to grow as those customers advance their preclinical pipeline programs into clinical development and move their existing drug development programs into later-stage clinical trials and, potentially, into commercialization. In addition, we believe we are well-positioned to attract new customers who may contribute to these revenues, based on the underlying growth in the cell therapy pipeline among companies in this market, the extent to which capital is available to support such companies, and in particular the switch by some cell therapy companies away from viral to non-viral approaches. We expect, however, that our revenue may fluctuate from period to period due to the timing of securing product sales and licenses, the inherently uncertain nature of the timing of our partners’ achievements of clinical progress, and our dependence on the program decisions of our partners.
Cost of Goods Sold and Gross Profit
Cost of goods sold primarily consists of costs for instrument and processing assembly components, contract manufacturer costs, salaries, overhead, and other direct costs related to sales recognized as revenue in the period. Cost of goods sold associated with instrument lease revenue consists of leased equipment depreciation. Gross profit is calculated as revenue less cost of goods sold. 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 sales mix among instruments, disposables and milestones, the specific mix among types of instruments or disposables, the proportion of revenues associated with
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instrument leases as opposed to sales, changes in the costs to produce our various products, the launch of new products or changes in existing products, our cost structure for manufacturing including changes in production volumes, and the pricing of our products which may be impacted by market conditions. We price our instruments at a premium given what we believe to be the broad benefits of our platform, and the limited availability of alternative clinically-validated non-viral delivery approaches. Instrument pricing also depends upon the customer’s specific market. However, the market for non-viral delivery is highly competitive, and introduction of a Good Manufacturing Practices (“GMP”) grade platform by a competitor that delivers similar performance across a similar diversity of cell types could negatively impact our business and lead to increased price pressure that negatively impacts our gross margins.
During the three months ended June 30, 2025, gross margin was 82% compared to 86% for the three months ended June 30, 2024. The decrease in gross margin was primarily due to a decrease in program-related revenue.
| | | | | | | | | | | | |
|
| Three Months Ended June 30, |
| Change |
| |||||||
|
| 2025 |
| 2024 |
| Amount |
| % | | |||
(in thousands, except percentages) | | |
| | |
| | |
| |
| |
Cost of goods sold | | $ | 1,519 | | $ | 1,488 | | $ | 31 | | 2% | |
Gross profit | | $ | 6,988 | | $ | 8,941 | | $ | (1,953) | | (22%) | |
Gross margin | | | 82% | | | 86% | | | | | | |
Cost of goods sold increased by $31,000, or 2%, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. The increase was primarily driven by increases in instrument and PA sales.
Gross profit decreased by $2.0 million, or 22%, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. The decrease was primarily driven by the decrease in program-related revenue.
We expect that our cost of goods sold will generally increase or decrease modestly as our instrument, PA and assay service revenue increases or decreases. We expect our gross margin to benefit from realization of program-related revenue from our SPL agreements, to the extent that such revenue grows to be a significant proportion of overall revenues, as there is no cost of goods sold associated with such revenue. However, realization and timing of these potential milestone revenues is uncertain.
Operating Expenses
Research and Development
| | | | | | | | | | | | |
| | Three Months Ended June 30, | | Change |
| |||||||
|
| 2025 |
| 2024 |
| Amount |
| % | | |||
(in thousands, except percentages) |
| |
|
| |
|
| |
|
|
| |
Research and development | | $ | 6,269 | | $ | 5,619 | | | $650 |
| 12% | |
Research and development expenses consist primarily of costs incurred for our research activities related to advancing our technology and development of applications for our technology, including research into specific applications and associated data development, process development, product development (e.g., development of instruments and disposables, including hardware and software engineering, and assays) and design and other costs not directly charged to inventory or cost of goods sold.
These expenses principally include employee-related costs, such as salaries, benefits, incentive compensation, stock-based compensation, and travel, as well as consultant services, facilities, and laboratory supplies, and materials. These expenses are exclusive of depreciation and amortization. We expense research and development costs as incurred in the period in which the underlying activity is undertaken.
Research and development expenses increased by $0.7 million, or 12%, for the three months ended June 30, 2025 compared to the three months ended June 30 2024. The increase was primarily driven by a $0.8 million increase in compensation expense primarily due to an increase in headcount from the acquisition of SeQure, $0.2 million increase in
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engineering expenses and a $0.2 million increase in professional fees, both due to timing of expenses. The increases were offset by a $0.3 million decrease in stock-based compensation, and a $0.2 million decrease in lab expense.
We believe that our continued investment in research and development is essential to our long-term competitive position. We expect to continue to incur substantial research and development expenses as we invest in research and development to support our customers, develop new uses for our existing technology, and develop improved and/or new offerings for our customers and partners. As a result, we expect that our research and development expenses will continue to fluctuate in absolute dollars in future periods and vary from period to period as a percentage of revenue.
Sales and Marketing
| | | | | | | | | | | | |
| | Three Months Ended June 30, | | Change |
| |||||||
|
| 2025 |
| 2024 |
| Amount |
| % | | |||
(in thousands, except percentages) |
| |
|
| |
|
| |
|
|
| |
Sales and marketing | | $ | 5,786 | | $ | 6,617 | | $ | (831) |
| (13)% | |
Our sales and marketing expenses consist primarily of salaries, commissions, and other variable compensation, benefits, stock-based compensation and travel costs for employees within our commercial sales and marketing functions, as well as third-party costs associated with our marketing activities. These expenses are exclusive of depreciation and amortization.
Sales and marketing expenses decreased by $0.8 million, or 13%, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. The decrease was primarily driven by a $0.6 million decrease in compensation expenses due to a reduction in headcount, and a $0.2 million decrease in stock-based compensation.
We expect our recurring sales and marketing expenses to increase in absolute dollars in future periods as we expand our commercial sales, marketing and business development teams, expand our product offerings, expand our collaboration efforts, increase our presence globally, and increase marketing activities to drive awareness and adoption of our products. We expect that in the near term, sales and marketing expenses could increase as a percentage of revenue, and thereafter vary from period to period as a percentage of revenue. The effects of such sales and marketing investments could take a few quarters to materialize into revenue growth or it may not materialize into revenue growth as expected or at all.
General and Administrative
| | | | | | | | | | | | |
| | Three Months Ended June 30, | | Change |
| |||||||
|
| 2025 |
| 2024 |
| Amount |
| % | | |||
(in thousands, except percentages) |
| |
|
| |
|
| |
|
|
| |
General and administrative | | $ | 8,080 | | $ | 7,639 | | $ | 441 |
| 6% | |
General and administrative expenses primarily consist of salaries, benefits, stock-based compensation and travel costs for employees in our executive, accounting and finance, legal, corporate development, human resources, information systems, and office administration functions as well as professional services fees, such as consulting, audit, tax and legal fees, general corporate costs, facilities and allocated overhead expenses, and public company fees associated with being a Nasdaq and AIM-listed public company such as director fees, U.K. Nominated Adviser and broker fees, investor relations consultants fees and insurance costs. These expenses are exclusive of depreciation and amortization.
General and administrative increased $0.4 million, or 6%, for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. The increase was primarily driven by a $0.4 million increase in stock-based compensation, a $0.1 million increase in compensation expense, a $0.4 million increase in public company expenses, and a $0.1 million increase in overhead expenses, offset by a $0.3 million decrease in legal fees, and $0.3 million from a one-time fixed asset disposal loss occurring during three months ended June 30, 2024.
We expect that our general and administrative expenses will continue to increase in absolute dollars in future periods, primarily due to increased headcount to support anticipated growth in the business.
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Depreciation and Amortization
Depreciation expense consists of the depreciation of property and equipment used actively in the business, primarily by research and development activities. Amortization expense includes the amortization of intangible assets over their respective useful lives.
| | | | | | | | | | | |
| | Three Months Ended June 30, | | Change | |||||||
|
| 2025 |
| 2024 |
| Amount |
| % | |||
(in thousands, except percentages) |
| |
|
| |
|
| |
|
|
|
Depreciation and amortization | | $ | 1,080 | | $ | 1,034 | | $ | 46 |
| 4% |
Depreciation and amortization expense increased by $46,000, or 5%, for the three months ended June 30, 2025, compared to the three months ended June 30, 2024.
Interest Income
| | | | | | | | | | | | |
| | Three Months Ended June 30, | | Change |
| |||||||
|
| 2025 |
| 2024 |
| Amount |
| % | | |||
(in thousands, except percentages) |
| |
|
| |
|
| |
|
|
| |
Interest income | | $ | 1,870 | | $ | 2,593 | | $ | (723) |
| (28)% | |
Interest income represents interest on our cash balances and investments. Interest income decreased $0.7 million, or 28% for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. The decrease was driven by decreases in interest rates and average cash and investment balances during the three months ended June 30, 2025.
Comparison of the Six Months Ended June 30, 2025 and 2024
The following table sets forth our results of operations for the periods presented:
| | | | | | |
|
| Six Months Ended | ||||
| | June 30, | ||||
|
| 2025 |
| 2024 | ||
| | (in thousands) | ||||
Total revenue |
| $ | 18,897 |
| $ | 21,770 |
Cost of goods sold |
| | 3,016 |
| | 2,891 |
Gross profit |
| | 15,881 |
| | 18,879 |
Operating expenses |
| |
|
| |
|
Research and development |
| | 12,172 |
| | 12,297 |
Sales and marketing |
| | 11,484 |
| | 13,981 |
General and administrative |
| | 16,606 |
| | 14,742 |
Depreciation and amortization | | | 2,141 | | | 2,102 |
Total operating expenses |
| | 42,403 |
| | 43,122 |
Operating loss |
| | (26,522) |
| | (24,243) |
Other income |
| |
|
| |
|
Interest income |
| | 3,904 |
| | 5,342 |
Total other income |
| | 3,904 |
| | 5,342 |
Net loss | | $ | (22,618) | | $ | (18,901) |
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Revenue
The following table provides details regarding the sources of revenue for the periods presented:
| | | | | | | | | | | |
| | Six Months Ended | | | | | | ||||
| | June 30, | | Change | |||||||
|
| 2025 |
| 2024 |
| Amount |
| % | |||
(in thousands, except percentages) |
| |
|
| |
|
| |
|
|
|
Core revenue: | | | | | | | | | | | |
Instrument revenue | | $ | 3,585 | | $ | 3,690 | | $ | (105) |
| (3%) |
PA revenue | | | 6,999 | | | 6,406 | | | 593 | | 9% |
License revenue | | | 5,150 | | | 5,214 | | | (64) | | (1%) |
Assay service revenue | | | 193 | | | — | | | 193 | | — |
Other service revenue | |
| 514 | |
| 452 | |
| 62 |
| 14% |
Total core revenue | | | 16,441 | | | 15,762 | | | 679 |
| 4% |
SPL Program-related | | | 2,456 | | | 6,008 | | | (3,552) | | (59%) |
Total revenue | | $ | 18,897 | | $ | 21,770 | | $ | (2,873) | | (13%) |
Total revenue for the six months ended June 30, 2025 was $18.9 million, a decrease of $2.9 million, or 13%, compared to $21.8 million during the six months ended June 30, 2024. The decrease was primarily driven by a decrease in program-related revenue.
Total core revenue for the six months ended June 30, 2025 was $16.4 million, an increase of $0.7 million, or 4%, compared to the six months ended June 30, 2024. Our overall increase in core revenue was primarily driven by increases in PA revenue of $0.6 million and assay service revenue of $0.2 million, offset by a decrease in instrument sales of $0.1 million.
The $3.6 million decrease in program-related revenues for the six months ended June 30, 2025 compared to the six months ended June 30, 2024 resulted from customer variability in achievement of contractually specified clinical and regulatory milestones during the respective periods. We expect program-related revenue to continue to experience variability for some time, although we anticipate that variability may moderate as the volume of SPL partnerships and associated milestones grows and matures.
Cost of Goods Sold and Gross Profit
| | | | | | | | | | | | |
| | Six Months Ended June 30, | | Change |
| |||||||
|
| 2025 |
| 2024 |
| Amount |
| % | | |||
(in thousands, except percentages) |
| |
|
| |
|
| |
|
|
| |
Cost of goods sold | | $ | 3,016 | | $ | 2,891 | | $ | 125 |
| 4% | |
Gross profit | | $ | 15,881 | | $ | 18,879 | | $ | (2,998) |
| (16%) | |
Gross margin | | | 84% | | | 87% | | | | | | |
Cost of goods sold increased by $0.1 million or 4%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The increase was primarily driven by increases in PA sales.
Gross profit decreased by $3.0 million, or 16%, for the six months ended June 30, 2025 compared to the three months ended June 30, 2024. The decrease was primarily driven by the decrease in program-related revenue.
Operating Expenses
Research and Development
| | | | | | | | | | | | |
| | Six Months Ended June 30, | | Change |
| |||||||
|
| 2025 |
| 2024 |
| Amount |
| % | | |||
(in thousands, except percentages) |
| |
|
| |
|
| |
|
|
| |
Research and development | | $ | 12,172 | | $ | 12,297 | | | ($125) |
| (1%) | |
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Research and development decreased by $0.1 million, or 1%, for the six months ended June 30, 2025 compared to the six months ended June 30 2024. Decreases of $0.6 million in lab expense and $0.4 million in stock-based compensation were offset by increases of $0.3 million in compensation expense primarily due to an increase in headcount from the acquisition of SeQure, and a $0.3 million increase in both engineering expenses and professional fees, both due to timing of expenses.
Sales and Marketing
| | | | | | | | | | | | |
| | Six Months Ended June 30, | | Change |
| |||||||
|
| 2025 |
| 2024 |
| Amount |
| % | | |||
(in thousands, except percentages) |
| |
|
| |
|
| |
|
|
| |
Sales and marketing | | $ | 11,484 | | $ | 13,981 | | $ | (2,497) |
| (18%) | |
Sales and marketing expenses decreased by $2.5 million, or 18%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The decrease was primarily driven by a $1.5 million decrease in compensation expenses due to a reduction in headcount, a $0.4 million decrease in travel expense commensurate with the reduction in headcount, a $0.4 million decrease in professional fees, and a $0.2 million decrease in stock-based compensation.
General and Administrative
| | | | | | | | | | | | |
| | Six Months Ended June 30, | | Change |
| |||||||
|
| 2025 |
| 2024 |
| Amount |
| % | | |||
(in thousands, except percentages) |
| |
|
| |
|
| |
|
|
| |
General and administrative | | $ | 16,606 | | $ | 14,742 | | $ | 1,864 |
| 13% | |
General and administrative increased by $1.9 million, or 13%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The increase was primarily driven by a $0.6 million increase in stock-based compensation, a $0.2 million increase in compensation expense, a $0.6 million increase in professional fees, a $0.3 million increase in public company expenses, and a $0.4 million increase in legal fees, offset by a $0.2 million decrease from a one-time fixed asset disposal loss occurring during six months ended June 30, 2024.
Depreciation and Amortization
| | | | | | | | | | | |
| | Six Months Ended June 30, | | Change | |||||||
|
| 2025 |
| 2024 |
| Amount |
| % | |||
(in thousands, except percentages) |
| |
|
| |
|
| |
|
|
|
Depreciation and amortization | | $ | 2,141 | | $ | 2,102 | | $ | 39 |
| 2% |
Depreciation and amortization expense increased by $39,000, or 2%, for the six months ended June 30, 2025, compared to the six months ended June 30, 2024.
Interest Income
| | | | | | | | | | | |
| | Six Months Ended June 30, | | Change | |||||||
|
| 2025 |
| 2024 |
| Amount |
| % | |||
(in thousands, except percentages) |
| |
|
| |
|
| |
|
|
|
Interest income | | $ | 3,904 | | $ | 5,342 | | $ | (1,438) |
| (27%) |
Interest income decreased $1.4 million, or 27%, for the six months ended June 30, 2025 compared to the six months ended June 30, 2024. The decrease was driven by decreases in interest rates and average cash and investment balances during the six months ended June 30, 2025.
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Liquidity and Capital Resources
Since our inception, we have experienced losses and negative cash flows from operations. For the six months ended June 30, 2025, we incurred a net loss of $22.6 million. As of June 30, 2025, we had an accumulated deficit of $239.5 million. To date, we have funded our operations primarily with proceeds from sales of common stock, borrowings under loan agreements and cash flows associated with sales and licenses of our products to customers. On August 3, 2021, we completed our U.S. IPO, generating gross proceeds of $201.8 million. We received net proceeds of $184.3 million after deducting aggregate underwriting commissions and offering expenses of $17.6 million.
We expect to incur near-term operating losses as we continue to invest in expanding our business through growing our sales and marketing efforts, continued research and development, product development and expanding our product offerings. Based on our current business plan, we believe that our existing cash, cash equivalents, short-term investments and internally generated cash flows will enable us to fund our operating expenses and capital expenditure requirements for at least the next 12 months from the date these consolidated financial statements have been issued.
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:
| • | costs and expenses related to strategic activities and transactions; |
| • | market acceptance of our products; |
| • | the cost and timing of establishing additional sales, marketing and distribution capabilities; |
| • | the cost of our research and development activities and successful development of data supporting use of our products for new applications, and timely launch of new features and products; |
| • | sales to existing and new customers and the progress of our SPL partners in developing their pipelines of product candidates; |
| • | our ability to enter into additional SPL partnerships and licenses for clinical use of our platform in the future; |
| • | changes in the amount of capital available to existing and emerging customers in our target markets; |
| • | the effect of competing technological and market developments; and |
| • | the level of our selling, general and administrative expenses. |
If we are unable to execute our business plan and adequately fund operations, or if the business plan requires a level of spending in excess of cash resources, we may have to seek additional equity or debt financing. If additional financings are required from outside sources, we may not be able to raise such capital on terms acceptable to us or at all. To the extent that we raise additional capital through the sale of equity or debt securities, the ownership interest of our stockholders will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of our common stockholders. Debt financing, if available, may involve agreements that include covenants restricting our ability to take specific actions, such as incurring additional debt, selling or licensing our assets, making product acquisitions, making capital expenditures or declaring dividends. 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 are unable to raise additional capital when desired, we may have to delay development or commercialization of future products. We also may have to reduce marketing, customer support or other resources devoted to our existing products.
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Cash Flows
The following table summarizes our uses and sources of cash for the periods presented:
| | | | | | |
|
| Six Months Ended | ||||
| | June 30, | ||||
(in thousands) |
| 2025 |
| 2024 | ||
Net cash provided by (used in): |
| | | | | |
Operating activities | | $ | (24,263) | | $ | (15,398) |
Investing activities | |
| 11,067 | |
| 4,989 |
Financing activities | |
| 537 | |
| 1,416 |
Net decrease in cash and cash equivalents | | $ | (12,659) | | $ | (8,993) |
Operating Activities
Net cash used in operating activities for the six months ended June 30, 2025 was $24.3 million, and consisted primarily of our net loss of $22.6 million, which was offset in part by net non-cash expenses of $7.8 million. Net non-cash expenses include stock-based compensation of $6.6 million, depreciation and amortization expenses of $2.2 million, and an aggregate $0.6 million in other non-cash charges offset by amortization of discounts on investments of $1.6 million. We also had net cash outflows of $9.5 million due to changes in our operating assets and liabilities. Net changes in our operating assets and liabilities consisted primarily of a decrease in accounts payable and accrued expenses of $5.4 million due to timing considerations, a decrease in deferred revenue and other liabilities of $2.9 million, an increase in accounts receivable of $1.1 million, an increase in other assets of $1.1 million, and a decrease in operating lease liabilities of $0.6 million, offset by a decrease in prepaid expenses and other current assets of $0.8 million and a decrease in inventory of $0.8 million.
Net cash used in operating activities for the six months ended June 30, 2024 was $15.4 million, and consisted primarily of our net loss of $18.9 million, which was offset in part by net non-cash expenses of $5.7 million. Net non-cash expenses include stock-based compensation of $6.6 million, depreciation and amortization expenses of $2.2 million, and an aggregate $0.6 million in other non-cash charges offset by amortization of discounts on investments of $3.7 million. We also had net cash outflows of $2.2 million due to changes in our operating assets and liabilities. Net changes in our operating assets and liabilities consisted primarily of a decrease in accounts payable and accrued expenses of $3.5 million due to timing considerations, a decrease in deferred revenue of $1.7 million, an increase in other assets of $0.3 million, and a decrease in operating lease liabilities of $0.2 million, offset by a decrease in prepaid expenses and other current assets of $1.3 million, a decrease in accounts receivable of $1.3 million, and a decrease in inventory of $0.8 million.
Investing Activities
Net cash provided by investing activities during the six months ended June 30, 2025 was $11.1 million, which was primarily attributable to maturities of investments of $77.6 million, offset by purchases of investments of $63.5 million, $1.8 million for the acquisition of SeQure, net of cash acquired, and purchases of property and equipment of $1.2 million.
Net cash provided by investing activities during the six months ended June 30, 2024 was $5.0 million, which was primarily due maturities of investments of $85.4 million, offset by purchases of investments of $79.4 million and purchases of property and equipment of $1.1 million.
Financing Activities
Net cash provided by financing activities during the six months ended June 30, 2025 and 2024 was $0.5 million and $1.4 million, respectively, from the exercise of stock options and employee purchases of common stock from our employee stock purchase plan.
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Contractual Obligations and Commitments
Our contractual obligations and commitments as of June 30, 2025 consisted primarily of operating lease obligations. In May 2021, we entered into the Headquarters Lease for new office, lab and warehouse/manufacturing space. The Headquarters Lease term expires on August 31, 2035. The total incremental remaining non-cancellable lease payments under the Headquarters Lease was $25.0 million through the lease term. Upon acquisition of SeQure, we assumed the SeQure Lease, which term expires on December 31, 2027. The total incremental remaining non-cancellable lease payments under the SeQure lease was $1.1 million throughout the lease term. We expect to be able to fund our obligations under these leases, both in the short-term and in the long-term, from cash on hand, investments and operating cash flows.
We have the obligation, if certain revenue targets are achieved, to pay an amount not to exceed $2.5 million to former holders of convertible promissory notes of SeQure for the years ending December 31, 2025 and December 31, 2026. Our estimate of the fair value of the liability for contingent consideration was $25,000 as of June 30, 2025.
We had no debt obligations as of June 30, 2025 and December 31, 2024.
Purchase orders or contracts for the purchase of supplies and other goods and services are based on our current procurement or development needs and are generally fulfilled by our vendors within short time horizons.
Critical Accounting Estimates
We have prepared our condensed consolidated financial statements in accordance with U.S. GAAP. Our preparation of these condensed consolidated financial statements requires us to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, revenue, expenses and related disclosures. We evaluate our estimates and judgments on an ongoing basis. We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources.
Actual results could therefore differ materially from these estimates under different assumptions or conditions.
There have been no material changes, except as described below to our critical accounting estimates from those disclosed in our consolidated financial statements and the related notes and other financial information included in the 2024 Form 10-K.
Business Combination Accounting-Developed Technology
Assets acquired and liabilities assumed as part of a business acquisition are generally recorded at their fair value at the date of acquisition. The excess of purchase price over the fair value of assets acquired and liabilities assumed is recorded as goodwill. Determining fair value of intangible assets, requires management to make estimates, which are based on all available information and in some cases assumptions with respect to the timing and amount of future revenues and expenses associated with an asset. These estimates affect the amount of consideration that is allocable to assets and liabilities acquired in the business acquisition. The Company recorded $432,000 in developed technology upon the acquisition of SeQure.
JOBS Act Accounting Election
We are an emerging growth company (“EGC”) under the JOBS Act. Section 107 of the JOBS Act provides that an EGC can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended for complying with new or revised accounting standards. Thus, an EGC can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to avail ourselves of the delayed adoption of new and revised accounting standards and, therefore, we will be subject to the same requirements to adopt new or revised accounting standards as private entities. We also intend to rely on other exemptions provided by the JOBS Act, including not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002.
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We will remain an EGC until the earliest of: (i) December 31, 2026, which is the last day of the fiscal year following the fifth anniversary of our IPO in the U.S.; (ii) the last day of the first fiscal year in which our annual gross revenue is $1.235 billion or more; (iii) the date on which we have, during the previous rolling three-year period, issued more than $1 billion in non-convertible debt securities; and (iv) the last day of the fiscal year in which the market value of our common stock held by non-affiliates exceeded $700 million as of June 30 of such fiscal year. The Company expects to retain its EGC status through the last day of the fiscal year following the fifth anniversary of the first sale of its registered common equity, that is, through December 31, 2026.
We are also a “smaller reporting company,” as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We may continue to be a smaller reporting company if either (i) the market value of our stock held by non-affiliates is less than $250 million as of the last business day of our second fiscal quarter or (ii) our annual revenue is less than $100 million during the most recently completed fiscal year and the market value of our stock held by non-affiliates is less than $700 million as of the last business day of our second fiscal quarter. If we are a smaller reporting company at the time we cease to be an emerging growth company, we may continue to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies.
Recent Accounting Pronouncements
A description of recently issued accounting pronouncements that may potentially impact our financial position, results of operations or cash flows is disclosed in Note 2 to our unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Interest Rate Risk
We are exposed to market risk for changes in interest rates related primarily to balances of our financial instruments including cash and cash equivalents and investments. The primary objective of our investment approach is to preserve principal and provide liquidity. As a result, a 10% change in the level of market interest rates would not be expected to have a material effect on our business, financial condition or results of operations.
As we do not currently have indebtedness, we are not exposed to interest rate risk from increases in interest rates.
Foreign Currency Risk
We are exposed to financial risks as a result of exchange rate fluctuations between the U.S. Dollar and certain foreign currencies and the volatility of these rates. In the normal course of business, we earn revenue primarily denominated in U.S. Dollars as well as in Euros and British Pounds. We incur expenses primarily in U.S. Dollars as well as in Euros, British Pounds, and other currencies. Our reporting currency is the U.S. Dollar. We hold our cash primarily in U.S. Dollars as well as in Euros and British Pounds. We do not expect that foreign currency gains or losses will have a material effect on our financial position or results of operations in the foreseeable future. We have not entered into any hedging arrangements with respect to foreign currency risk. As our international operations grow, we will continue to assess our approach to managing risks relating to fluctuations in currency exchange rates.
Inflation Risk
During the last two years, inflation and changing prices have not had a material effect on our business. We are unable to predict whether inflation or changing prices will materially affect our business in the foreseeable future.
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Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our “disclosure controls and procedures” as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act. 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.
Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on our evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the design and operation of these disclosure controls and procedures were effective as of June 30, 2025 at the reasonable assurance level.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the three months ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
From time to time, we may become involved in legal proceedings arising in the ordinary course of our business. We are not currently a party to any material legal proceedings, and we are not aware of any pending or threatened legal proceeding against us that we believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition or results of operations.
Item 1A. Risk Factors.
Our business is subject to risks and events that, if they occur, could adversely affect our financial condition and results of operations and the trading price of our securities. In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the factors described in Part I, Item 1A. “Risk Factors” and elsewhere in the 2024 Form 10-K. There have been no material changes to the risk factors set forth in that report.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
(a) Sale of Unregistered Securities
None.
(b) Use of Proceeds
Cash used since the IPO is described elsewhere in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of our periodic reports filed with the SEC. As of the date of this filing, there has been no material change in the planned use of proceeds from the IPO as described in the final prospectus for our IPO.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
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Item 6. Exhibits.
The following exhibits are filed with this Quarterly Report on Form 10-Q:
Incorporated by Reference | |||||||||||||||
Exhibit Number | Description | Form | File No. | Exhibit | Filing Date | ||||||||||
10.1 | | Amended and Restated 2022 Plan | | 8-K | | 001-40674 | | 10.1 | | June 18, 2025 | |||||
31.1 | Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||||||||||||
31.2 | Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||||||||||||
32.1* | Certification of Principal Executive Officer 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 Principal Financial Officer 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 | | XBRL Taxonomy Extension Schema Document | | | | | | | | | |||||
101.CAL | | XBRL Taxonomy Extension Calculation Linkbase Document | | | | | | | | | |||||
101.DEF | | XBRL Taxonomy Extension Definition Linkbase Document | | | | | | | | | |||||
101.LAB | | XBRL Taxonomy Extension Label Linkbase Document | | | | | | | | | |||||
101.PRE | | XBRL Taxonomy Extension Presentation Linkbase Document | | | | | | | | | |||||
104 | | Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101.SCH, 101.CAL, 101.DEF, 101.LAB and 101.PRE). | | | | | | | | | |||||
* | This exhibit shall not be deemed “filed” for purposes of Section 18 of 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 or the Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language 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.
| MaxCyte, Inc. | |
| | |
Date: August 6, 2025 | By: | /s/ Maher Masoud |
| Name: | Maher Masoud |
| Title: | President and Chief Executive Officer (Principal Executive Officer) |
| | |
| | |
Date: August 6, 2025 | By: | /s/ Douglas Swirsky |
| Name: | Douglas Swirsky |
| Title: | Chief Financial Officer (Principal Financial Officer) |
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