MaxCyte (MXCT) trims Q2 2026 loss as revenue mix shifts and buybacks start
MaxCyte, Inc. reported lower revenue and a smaller loss for the quarter ended June 30, 2026. Q2 revenue was $7.3 million, down from $8.5 million a year earlier, with core revenue falling 21% while SPL milestones and royalties more than doubled. Gross margin declined to 77%.
Operating expenses fell sharply to $15.8 million from $21.2 million, driven by a 2025 workforce reduction and lower stock-based compensation, partly offset by a $1.6 million write-off of abandoned asset-acquisition costs and a $0.6 million asset impairment. Net loss improved to $8.9 million in Q2 and $13.6 million for the first half. The company used $12.8 million in operating cash in the first six months, ending June 30, 2026 with $15.0 million in cash and $126.9 million in short- and long-term investments, no debt, and $158.8 million in stockholders’ equity. MaxCyte began a share repurchase program, buying 1.3 million shares for $1.5 million in the first half and an additional 2.9 million shares for $4.0 million after quarter-end.
Positive
- None.
Negative
- Total revenue fell 15% year over year in Q2 2026 (to $7.3 million), and 10% for the first half, with core revenue down 21% in the quarter and gross margin declining from 82% to 77%.
Filing Explained
Repurchases reduced shares outstanding, while management’s 12-month liquidity view remains an estimate and lease obligations remain disclosed.
The Form 10-Q is an unaudited quarterly report covering the period ended
Management says existing cash, cash equivalents, short-term investments and internally generated cash flows are expected to fund operating expenses and capital expenditures for at least the next 12 months, while identifying that view as assumption-dependent and warning that any future equity financing would dilute stockholders.
The main contractual obligation disclosed is operating leases, with
The May 2026 repurchase program is authorized for a one-year period and had
Key Figures
Key Terms
Strategic Platform License financial
Flow Electroporation technical
core revenue financial
non-core revenue financial
right-of-use asset financial
impairment charge financial
FAQ
How did MaxCyte (MXCT) perform financially in Q2 2026?
What were MaxCyte (MXCT) revenues for the first half of 2026?
What was MaxCyte’s (MXCT) cash position and debt level at June 30, 2026?
How much cash did MaxCyte (MXCT) use in operations in the first half of 2026?
Did MaxCyte (MXCT) repurchase any shares in 2026?
How are MaxCyte’s (MXCT) operating expenses trending?
What is driving MaxCyte’s (MXCT) revenue mix between core and SPL income?
AI-generated analysis. How Rhea-AI works. Not financial advice.
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: (
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(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.
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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 7, 2026, the registrant had
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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 | 18 |
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 31 |
Item 4. | Controls and Procedures | 32 |
PART II. OTHER INFORMATION | 33 | |
Item 1. | Legal Proceedings | 33 |
Item 1A. | Risk Factors | 33 |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 33 |
Item 3. | Defaults Upon Senior Securities | 33 |
Item 4. | Mine Safety Disclosures | 34 |
Item 5. | Other Information | 34 |
Item 6. | Exhibits | 34 |
Signatures | 35 | |
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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)
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| | June 30, | | December 31, | ||
| | 2026 | | 2025 | ||
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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, net | |
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Prepaid expenses and other current assets | |
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Assets held for sale | | | | | | — |
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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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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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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Treasury stock, | | | ( | | | — |
Accumulated deficit | |
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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 and Comprehensive Loss
(in thousands, except share and per share amounts)
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| | Three Months Ended June 30, | | Six Months Ended June 30, | ||||||||
| | 2026 | | 2025 | | 2026 | | 2025 | ||||
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 | | | ( | | | ( | | | ( | | | ( |
Other comprehensive income | | | — | | | — | | | — | | | — |
Comprehensive 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)
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| | Common Stock | | Additional | | Treasury | | Accumulated | | Stockholders’ | |||||||
| | Shares | | Amount | | Paid-in Capital | | Stock | | 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 |
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Balance at March 31, 2025 |
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Stock-based compensation expense | | — | | | — | | | | | | — | | | — | | | |
Exercise of stock options |
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Vesting of restricted stock units | | | | | | | | ( | | | — | | | — | | | — |
Issuance of common stock under | | | | | | | | | | | — | | | — | | | |
Net loss |
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Balance at June 30, 2025 |
| | | $ | | | $ | | | $ | — | | $ | ( | | $ | |
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| | | | | | | | | | | | | | Total | |||
| | Common Stock | | Additional | | Treasury | | Accumulated | | Stockholders’ | |||||||
| | Shares | | Amount | | Paid-in Capital | | Stock | | Deficit | | Equity | |||||
Balance at January 1, 2026 |
| | | $ | | | $ | | | $ | — | | $ | ( | | $ | |
Stock-based compensation expense |
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Exercise of stock options | | | | | — | | | | | | — | | | — | | | |
Vesting of restricted stock units | | | | | | | | ( | | | — | | | — | | | — |
Net loss |
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Balance at March 31, 2026 |
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Stock-based compensation expense |
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Exercise of stock options | | | | | — | | | | | | — | | | — | | | |
Vesting of restricted stock units | | | | | | | | ( | | | — | | | — | | | — |
Issuance of common stock under | | | | | — | | | | | | — | | | — | | | |
Repurchases of common stock | | | | | | | | | | | ( | | | | | | ( |
Net loss |
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Balance at June 30, 2026 |
| | | $ | | | $ | | | $ | ( | | $ | ( | | $ | |
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, | | ||||
| | 2026 | | 2025 | | ||
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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Impairment of fixed assets | | | | | | — | |
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 | | | — | | | | |
Provision for 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 intangible assets | | | ( | | | — | |
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 | | | | | | | |
Repurchases of common stock | | | ( | | | — | |
Net cash (used in) 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 cash flow information: | |
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Property and equipment purchases included in accounts payable and accrued expenses | | $ | — | | $ | | |
Right-of-use assets obtained in business combination by assumption of lease liabilities | | $ | — | | $ | | |
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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 providing comprehensive cell engineering solutions to advance the discovery, development, and commercialization of next-generation cell therapies. The Company’s enabling platform technologies, including its proprietary Flow Electroporation® technology, support biotechnology and pharmaceutical company customers who are engaged in cell therapy, including 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 characterization assessment services (“Assay Services”).
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 condensed consolidated balance sheet at December 31, 2025 has been derived from audited consolidated financial statements as of that date. The unaudited condensed consolidated financial statements 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 25, 2026 (the “2025 Form 10-K”).
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, 2025 included in the 2025 Form 10-K and have not materially changed during the three and six months ended June 30, 2026.
Basis of Consolidation
The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, SeQure Dx (“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 financial institutions that management believes to be of high credit quality. At times, the Company’s cash balances may exceed federally insured limits and cash may also be deposited
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in foreign bank accounts that are not covered by federal deposit insurance. The Company does not believe that this results in any significant credit risk beyond the normal credit risk associated with commercial banking relationships.
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.
Significant customers that represented 10% or more of revenue are set forth in the following table:
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| | Three months ended June 30, | | Six months ended June 30, |
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| | 2026 | | 2025 | | 2026 | | 2025 | | ||||
Customer A | | | | % | | | % | | | % | | | % |
Customer B | |
| * | |
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| * | |
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Customer C | |
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*Customer accounted for less than 10% of revenue for the respective period.
As of June 30, 2026 and December 31, 2025, Customer A accounted for
Certain components included in the Company’s products are obtained from a single source or a limited group of suppliers. During the three months ended June 30, 2026 and 2025,
Accounts Receivable
Accounts receivable are recorded net of an allowance for expected credit losses. The Company recorded an allowance for credit losses of an amount equal to anticipated future write-offs. The Company recorded an allowance for expected credit losses of $
Deferred Asset Acquisition Costs
The Company capitalizes incurred direct, incremental costs related to potential transactions that, if consummated, would be accounted for as an asset acquisition under ASC 805-50 . These costs primarily consist of professional fees, including legal, advisory, accounting, and other transaction-specific services that are directly attributable to the contemplated acquisition and included in other assets on the Company’s balance sheet. During the three and six months ended June 30, 2026, the Company decided not to pursue continued evaluation of a certain asset acquisition and recorded a charge of $
Intangible Assets
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. The useful lives of the Company’s intangible assets range from seven to
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 ($
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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 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
New Accounting Pronouncement Recently Adopted
In January 2026, the Company adopted the Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2025-05, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”). ASU 2025-05 provides a practical expedient that all entities can use when estimating expected credit losses, which permits an entity to assume that the current conditions it has applied in determining credit loss allowances remain unchanged for the remaining life of those assets. The adoption of this guidance did not have a material impact on the Company’s unaudited condensed consolidated financial statements and disclosures.
New Accounting Pronouncement Not Yet Adopted
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 by requiring additional disaggregated expense disclosures. The Company is in the process of evaluating the information and reporting process necessary to comply with the new disclosure requirements, which are effective beginning with the Company’s 2027 annual financial statements.
3. Revenue
The Company generates revenue from the sale of instruments and related PAs and consumables, licenses of its proprietary technology, and Assay Services. Under Strategic Platform License (“SPL”) agreements, which include annual license payments, the Company generates revenue according to achievement of the customer’s associated clinical progress milestones and sales-based royalty payments. Certain customer arrangements include multiple goods and services, including licenses, instruments, consumables, and services.
The Company accounts for revenue from contracts with customers in accordance with ASC 606, Revenue from Contracts with Customers, and its licensed revenue for leased equipment under ASC 842, Leases. Contracts with customers may contain one or more distinct performance obligations. For contracts with multiple performance obligations, the Company allocates the transaction price to each performance obligation based on its relative standalone selling price.
Revenue is recognized when, or as, control of the promised goods or services transfers to the customer in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services.
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Revenue from the sale of instruments, PAs, and consumables is generally recognized upon shipment to the customer. Revenue from Assay Services is recognized when performance obligations have been met, typically upon delivery of the characterization report. Revenue associated with extended warranties and other service arrangements is recognized when the related performance obligations are satisfied.
The Company enters into SPL arrangements that may include licenses of proprietary technology, milestone payments, sales-based royalties, and leased instruments. Revenue from licenses of functional intellectual property is generally recognized at a point in time when control of the license transfers to the customer. Revenue from licenses of symbolic intellectual property is recognized over the license term.
Milestone payments included in SPL arrangements represent variable consideration and are recognized when it is probable that a significant reversal of cumulative revenue recognized will not occur, usually upon a customer’s obtainment of the milestone. Sales-based royalties associated with licenses of intellectual property are recognized in the period when the underlying customer sales occur.
Lease components included in customer arrangements are accounted for under ASC 842, Leases, with revenue recognized in accordance with that guidance reflected as license revenue.
Disaggregation of Revenue
The following table depicts the disaggregation of revenue by type of contract:
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| | Three months ended June 30, 2026 | | Six months ended June 30, 2026 | ||||||||||||||
| | 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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Assay and other service revenue | |
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Total | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | |
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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 | ||||||
| | Customers | | Elements | | Revenue | | Customers | | Elements | | Revenue | ||||||
Product sales | | $ | | | $ | — | | $ | | | $ | | | $ | — | | $ | |
Licenses | |
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Assay and other service revenue | |
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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 $
As of June 30, 2026, remaining contract consideration due to unsatisfied performance obligations with an original expected duration greater than one year as of June 30, 2026 was $
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As of June 30, 2026, the Company had unsatisfied performance obligations in the amount of $
For the three and six months ended June 30, 2026 and 2025, 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, 2026, the Company issued
Preferred Stock
The Company’s certificate of incorporation authorizes the issuance of up to
Share Repurchase
In May 2026, the Board of Directors authorized a share repurchase program under which the Company may purchase up to $
Stock Incentive Plans
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, the Company ceased granting awards under its previously adopted MaxCyte Inc. Long-Term Incentive Plan (the “2016 Plan”) and the MaxCyte Inc. 2021 Inducement Plan (the “2021 Inducement Plan”), although all outstanding awards continue to remain subject to the terms of the applicable plan.
Upon the effectiveness of the 2022 Plan, a total of
At June 30, 2026 and December 31, 2025, there were
In March 2026, the Board of Directors adopted the MaxCyte, Inc. 2026 Inducement Plan (the “2026 Inducement Plan”) to provide for the awarding of (i) non-statutory stock options; (ii) stock appreciation rights; (iii) restricted stock awards; (iv)
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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. Upon adoption,
The value of an equity award is recognized as expense on a straight-line basis over the requisite service period. At June 30, 2026, total unrecognized compensation expense was $
Stock Options
The weighted-average fair value of the stock options granted during the three months ended June 30, 2026 and 2025 was estimated to be $
Restricted Stock Units (“RSUs”)
The weighted-average fair value of the RSUs granted during the three months ended June 30, 2026 and 2025 was estimated to be $
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, 2026. The weighted average fair value for the shares estimated to be purchased under the ESPP for this purchase period was $
Stock-based Compensation Expense
The Company recorded stock-based compensation expense in the following expense categories on its unaudited condensed consolidated statements of operations:
| | | | | | | | | | | | |
| | Three months ended June 30, | | Six months ended June 30, | ||||||||
| | 2026 | | 2025 | | 2026 | | 2025 | ||||
General and administrative | | $ | | | $ | | | $ | | | $ | |
Sales and marketing | |
| | |
| | |
| | |
| |
Research and development | |
| | |
| | |
| | |
| |
Total | | $ | | | $ | | | $ | | | $ | |
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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, | | ||
| | 2026 | | 2025 | | ||
Raw materials inventory | | $ | | | $ | | |
Finished goods inventory | |
| | |
| | |
Work in progress | | | | | | | |
Total inventory, net | | $ | | | $ | | |
An allowance of $
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, | | ||
| | 2026 | | 2025 | | ||
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, 2026 and 2025, the Company transferred $
For the three months ended June 30, 2026 and 2025, the Company incurred depreciation and amortization expense of property and equipment of $
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Intangible Assets
Intangible assets with finite lives consist of the following:
| | | | | | | | | | | | | | | | | | | | |
| | | | As of June 30, 2026 | | As of December 31, 2025 | ||||||||||||||
| | Weighted | | Gross | | Accumulated | | Net | | Gross | | Accumulated | | Net | ||||||
Developed technology | | | $ | | | $ | ( | | $ | | | $ | | | $ | ( | | $ | | |
Trade names | | | | | | | ( | | | | | | | | | ( | | | | |
Customer relationships | | |
| | |
| ( | |
| | |
| | |
| ( | |
| | |
Total intangible assets | | | | $ | | | $ | ( | | $ | | | $ | | | $ | ( | | $ | |
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. The Company recorded
For the three months ended June 30, 2026 and 2025, the Company incurred amortization expense of intangible assets of $
Accrued Expenses and other
Accrued expenses and other consist of the following:
| | | | | | |
| | June 30, | | December 31, | ||
| | 2026 | | 2025 | ||
Accrued compensation | | $ | | | $ | |
Accrued professional fees, overhead and other | |
| | |
| |
Total accrued expenses | | $ | | | $ | |
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.
The Company’s held-to-maturity investments, which consist primarily of commercial paper, U.S. Treasury securities and government agency bonds, and corporate debt instruments, are carried at amortized cost and are periodically evaluated for expected credit losses. Based on the Company’s assessment as of June 30, 2026 and December 31, 2025,
The Company’s held-to-maturity investments consisted of the following amounts of amortized cost, gross unrecognized gains and losses, and estimated fair value by security type and balance sheet classification as of June 30, 2026 and December 31, 2025:
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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, 2026:
| | | | | | | | | | | | | | |
| | | | | | | Gross | | Gross | | | | ||
| | | | Amortized | | unrecognized | | unrecognized | | Aggregate | ||||
Description | | Classification | | cost | | holding gains | | holding losses | | fair value | ||||
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 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, 2025:
| | | | | | | | | | | | | | |
| | | | | | | Gross | | Gross | | | | ||
| | | | Amortized | | unrecognized | | unrecognized | | Aggregate | ||||
Description | | Classification | | cost | | holding gains | | holding losses | | fair value | ||||
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 short-term investments and long-term investments |
| | | $ | | | $ | | | $ | ( | | $ | |
Assets and Liabilities Measured at Fair Value on a Recurring Basis
The Company had
Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis
The Company measures certain non-financial assets and liabilities, such as goodwill, intangible assets, and property and equipment, at fair value on a non-recurring basis when events or changes in circumstances indicate that their carrying amounts may not be recoverable. If the asset group is determined not to be recoverable, an impairment loss is recognized for the amount by which the carrying amount exceeds its fair value.
During the three and six months ended June 30, 2026, the Company recognized an impairment charge of $
The Company’s acquisition of SeQure in January 2025 included a contingent consideration agreement where the Company agreed to pay an amount up to $
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7. Commitments and Contingencies
Leases
The following table represents the Company’s lease cost and supplemental lease information:
| | | | | | | | | | | | |
| | | | | | | | | ||||
| | Three months ended June 30, | | Six months ended June 30, | ||||||||
| | 2026 | | 2025 | | 2026 | | 2025 | ||||
Operating lease cost | | $ | | | $ | | | $ | | | $ | |
Short-term lease cost | |
| | |
| | |
| | |
| |
Variable lease cost | |
| | |
| | |
| | |
| |
Total lease cost | | $ | | | $ | | | $ | | | $ | |
| | | | | | |
| | | ||||
| | As of June 30, | | As of December 31, | ||
|
| 2026 | | 2025 | ||
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 the lease liability as of June 30, 2026:
| | | |
| | Operating Leases | |
Remainder of 2026 | | $ | |
2027 | | | |
2028 | | | |
2029 | | | |
2030 | | | |
2031 | | | |
2032 and thereafter | | | |
Total undiscounted lease payments | | | |
Discount factor | |
| ( |
Present value of lease liabilities | | $ | |
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8. | Segment Reporting |
The Company has
The CODM is regularly provided with the following significant segment expenses which are included in the measurement of the single measure of profit (net loss).
| | | | | | | | | | | | | |
| | Three months ended June 30, | | | Six Months Ended June 30, | ||||||||
| | 2026 | | 2025 | | | 2026 | | 2025 | ||||
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, | ||||||||
| | 2026 | | 2025 | | | 2026 | | 2025 | ||||
Revenue | | | | | | | | | | | | | |
Inside the United States | | $ | | | $ | | | | $ | | | $ | |
Outside the United States | |
| | |
| | | |
| | |
| |
Total revenue | | $ | | | $ | | | | $ | | | $ | |
As of June 30, 2026 and December 31, 2025, substantially all of the Company’s assets were located in the United States.
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9. | Subsequent Event |
Since June 30, 2026, the Company repurchased
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, 2025 included in our Annual Report on Form 10-K filed with the SEC on March 25, 2026 (the “2025 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 2025 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 and products, 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 arrangements;
• | 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 customers will have access to capital markets to develop and commercialize their cell therapy programs; |
• | our ability to maintain our FDA Master File and Master and Technical Files in other countries and expand Master and Technical Files into additional countries; |
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• | our research and development for any future products, including our intention to introduce new instruments and processing assemblies and move into new applications; |
• | 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 ability to retain and hire senior management and key personnel; |
• | regulatory developments in the United States and foreign countries; |
• | our expectations regarding the period during which we qualify as an emerging growth company under the JOBS Act (as defined below); |
• | 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 2025 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.
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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.
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 global life sciences company that provides comprehensive cell engineering and gene-editing solutions 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 biotechnology and pharmaceutical 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, by applying an electric field to temporarily increase the permeability of the cell membrane, enabling 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, based on our Flow Electroporation technology, supports the development and commercialization of next-generation cell-based medicines. The ExPERT family of products includes five instruments, which we call the DTx™, the ATx™, the STx™, the GTx™, and the VLx™, as well as a portfolio of proprietary related disposables and consumables. Our disposables include production assemblies (“PAs”) designed for use with our instruments and our consumables include accessories supporting PAs such as electroporation buffer solution and software protocols. Our assay services provide gene editing risk assessment services using highly sensitive assays to detect on-target and off-target gene editing effects (“Assay Services”). 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 an application scientist team. The 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.
Our customer base includes leading commercial cell therapy and biologic developers, biotechnology and pharmaceutical companies, academic institutions, and government research organizations, including the U.S. National Institutes of Health. Our customers have extensively validated our technology and we believe the features and performance of our platform have led to sustained customer engagement. As of June 30, 2026, our customer base includes 29 Strategic Platform License (“SPL”) partners, a majority of the top 25 pharmaceutical companies based on 2025 global revenue, hundreds of biotechnology companies and academic research centers. 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 $16.9 million and incurred a net loss of $13.6 million for the six months ended June 30, 2026. As of June 30, 2026, we had an accumulated deficit of $275.1 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 expanding 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 February 2026, we announced the launch of our ExPERT DTx, a high throughput transfection platform for research and drug discovery applications. The DTx streamlines workflows by processing up to 96 samples in a single three-minute run. The DTx was developed for researchers whether performing gRNA or nuclease screens, antibody discovery, or evaluating novel receptor constructs. With directly scalable, precision turned electroporation protocols, we believe the DTx supports a clear, efficient path to downstream development and GMP-compliant manufacturing when paired with the ATx, STx and GTx.
Results of Operations
Comparison of the Three Months Ended June 30, 2026 and 2025
The following table sets forth our results of operations for the periods presented:
| | | | | | |
| | Three Months Ended | ||||
| | June 30, | ||||
| | 2026 | | 2025 | ||
| | | (in thousands) | |||
| | | | | | |
Total revenue | | $ | 7,271 | | $ | 8,507 |
Cost of goods sold | |
| 1,675 | | | 1,519 |
Gross profit | |
| 5,596 | | | 6,988 |
Operating expenses | |
| | | | |
Research and development | |
| 4,253 | | | 6,269 |
Sales and marketing | |
| 3,364 | | | 5,786 |
General and administrative | |
| 7,258 | | | 8,080 |
Depreciation and amortization | | | 953 | | | 1,080 |
Total operating expenses | |
| 15,828 | | | 21,215 |
Operating loss | |
| (10,232) | | | (14,227) |
Other income | |
| | | | |
Interest income | |
| 1,358 | | | 1,870 |
Total other income | |
| 1,358 | | | 1,870 |
Net loss | | $ | (8,874) | | $ | (12,357) |
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, and Assay Services, while non-core revenue relates to SPL milestone and royalty revenue. We recognize both core and non-core revenue in accordance with US GAAP.
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The following table provides details regarding the sources of revenue for the periods presented:
| | | | | | | | | | | |
| | Three Months Ended | | | | | | ||||
| | June 30, | | Change | |||||||
| | 2026 | | 2025 | | Amount | | % | |||
(in thousands, except percentages) |
| | |
| | |
| | |
| |
Core revenue: | | | | | | | | | | | |
Instrument revenue | | $ | 1,761 | | $ | 2,141 | | $ | (380) |
| (18%) |
PA revenue | | | 2,337 | | | 3,128 | | | (791) | | (25%) |
License revenue | | | 1,822 | | | 2,619 | | | (797) | | (30%) |
Assay Service revenue | | | 245 | | | 51 | | | 194 | | 380% |
Other service revenue | |
| 338 | |
| 259 | |
| 79 |
| 31% |
Total core revenue | | | 6,503 | | | 8,198 | | | (1,695) | | (21%) |
SPL milestones and royalties | | | 768 | | | 309 | | | 459 | | 149% |
Total revenue | | $ | 7,271 | | $ | 8,507 | | $ | (1,236) |
| (15%) |
Total revenue for the three months ended June 30, 2026 was $7.3 million, a decrease of $1.2 million, or 15%, compared to $8.5 million during the three months ended June 30, 2025. The decrease was primarily driven by a decrease in a core revenue, offset by an increase in SPL milestone and royalty revenue in the amounts shown in the table above.
Total core revenue for the three months ended June 30, 2026 was $6.5 million, a decrease of $1.7 million, or 21%, compared to $8.2 million for the three months ended June 30, 2025. Our overall decrease in core revenue was primarily driven by decreases in PA revenue, license revenue and instrument revenue of $0.8 million, $0.8 million and $0.4 million, respectively, offset by an aggregate increase of $0.3 million in Assay Service and other service revenue. License revenue declined primarily due to the discontinuation of a few partner programs. Instrument revenue decreased primarily as a result of the timing of customer purchase decisions. PA revenue decreased compared to the corresponding prior-year period primarily due to elevated customer purchases in the prior year due to tariff-related buying activity.
We expect SPL milestone and royalty 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. The $0.5 million increase in SPL milestone and royalty revenues for the three months ended June 30, 2026 compared to the three months ended June 30, 2025 was primarily from an increase in royalty revenue.
Notwithstanding the $1.7 million decrease of core revenue for the three months ended June 30, 2026 compared to the three months ended June 30, 2025, we expect total revenue to increase over time as our customers’ programs advance through the cell therapy lifecycle and our markets grow, resulting in additional instrument revenue, PA revenue and license revenue, and also as the percentage of our installed base that are under SPL license agreements increases. 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 instrument leases as opposed to sales, changes in the costs to produce our various products, the launch of new products or
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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, 2026, gross margin was 77% compared to 82% for the three months ended June 30, 2025. The decrease in gross margin was primarily due to a decrease in license revenue and PA revenue during the three months ended June 30, 2026 compared to the three months ended June 30, 2025.
| | | | | | | | | | | | |
| | Three Months Ended June 30, | | Change |
| |||||||
| | 2026 | | 2025 | | Amount | | % | | |||
(in thousands, except percentages) | | | | | | | | | | | | |
Cost of goods sold | | $ | 1,675 | | $ | 1,519 | | $ | 156 | | 10% | |
Gross profit | | $ | 5,596 | | $ | 6,988 | | $ | (1,392) | | (20%) | |
Gross margin | | | 77% | | | 82% | | | | | | |
Cost of goods sold increased by $0.2 million, or 10%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The increase was primarily driven by an increase in charges to the provision for inventory reserves primarily to write expiring PA inventory down to their net realizable value.
Gross profit decreased by $1.4 million, or 20%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The decrease was primarily driven by the decreases in instrument and PA sales, offset slightly by the increase in SPL milestone and royalty revenue which incur higher margins.
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 milestone and royalty 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 |
| |||||||
| | 2026 | | 2025 | | Amount | | % | | |||
(in thousands, except percentages) |
| | |
| | |
| | |
| | |
Research and development | | $ | 4,253 | | $ | 6,269 | | | ($2,016) |
| (32)% | |
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 decreased by $2.0 million, or 32%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The decrease was primarily driven by a $1.5 million decrease in salary
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and personnel related expenses due to the workforce reduction plan executed in September 2025, a $0.4 million decrease in stock-based compensation, a $0.3 million decrease in lab supplies and expenses, a $0.2 million decrease in engineering expenses, and a $0.2 million decrease in occupancy expenses, offset by a $0.6 million impairment charge for laboratory equipment.
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 to our customers and partners. We expect these expenses to vary from period to period as a percentage of revenue.
Sales and Marketing
| | | | | | | | | | | | |
| | Three Months Ended June 30, | | Change |
| |||||||
| | 2026 | | 2025 | | Amount | | % | | |||
(in thousands, except percentages) |
| | |
| | |
| | |
| | |
Sales and marketing | | $ | 3,364 | | $ | 5,786 | | $ | (2,422) |
| (42)% | |
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 $2.4 million, or 42%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The decrease was primarily driven by a $1.3 million decrease in salary and personnel related expenses due to the workforce reduction plan executed in September 2025, a $0.5 million decrease in marketing expenses, a $0.4 million decrease in stock-based compensation, and a $0.2 million decrease in professional fees, travel, and overhead expenses.
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 |
| |||||||
| | 2026 | | 2025 | | Amount | | % | | |||
(in thousands, except percentages) |
| | |
| | |
| | |
| | |
General and administrative | | $ | 7,258 | | $ | 8,080 | | $ | (822) |
| (10)% | |
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 listed public company such as director fees, broker fees, investor relations consultants fees and insurance costs. These expenses are exclusive of depreciation and amortization.
General and administrative expenses decreased by $0.8 million, or 10%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The decrease was primarily driven by a $1.6 million decrease in stock-based compensation, a $0.6 million decrease in public company fees, and a $0.4 million decrease in legal and professional fees offset by a $1.6 million charge for previously capitalized asset acquisition costs for an asset no longer being evaluated.
We expect that our general and administrative expenses will increase in absolute dollars in future periods, primarily 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 in the business. Depreciation related to leased instruments during the period is included in costs of goods sold in the accompanying condensed consolidated statement of operations. Amortization expense includes the amortization of intangible assets over their respective useful lives.
| | | | | | | | | | | |
| | Three Months Ended June 30, | | Change | |||||||
| | 2026 | | 2025 | | Amount | | % | |||
(in thousands, except percentages) |
| | |
| | |
| | |
| |
Depreciation and amortization | | $ | 953 | | $ | 1,080 | | $ | (127) |
| (12)% |
Depreciation and amortization expense decreased by $0.1 million, or 12%, for the three months ended June 30, 2026, compared to the three months ended June 30, 2025, primarily due to a reduction in fixed asset purchases in recent years.
Interest Income
| | | | | | | | | | | | |
| | Three Months Ended June 30, | | Change |
| |||||||
| | 2026 | | 2025 | | Amount | | % | | |||
(in thousands, except percentages) |
| | |
| | |
| | |
| | |
Interest income | | $ | 1,358 | | $ | 1,870 | | $ | (512) |
| (27)% | |
Interest income represents interest on our cash balances and investments. Interest income decreased $0.5 million, or 27%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The decrease was driven by decreases in interest rates and average cash and investment balances during the three months ended June 30, 2026.
Comparison of the Six Months Ended June 30, 2026 and 2025
The following table sets forth our results of operations for the periods presented:
| | | | | | |
| | Six Months Ended | ||||
| | June 30, | ||||
| | 2026 | | 2025 | ||
| | (in thousands) | ||||
Total revenue |
| $ | 16,922 |
| $ | 18,897 |
Cost of goods sold |
| | 3,244 |
| | 3,016 |
Gross profit |
| | 13,678 |
| | 15,881 |
Operating expenses |
| | |
| | |
Research and development |
| | 8,110 |
| | 12,172 |
Sales and marketing |
| | 6,792 |
| | 11,484 |
General and administrative |
| | 13,224 |
| | 16,606 |
Depreciation and amortization | | | 1,969 | | | 2,141 |
Total operating expenses |
| | 30,095 |
| | 42,403 |
Operating loss |
| | (16,417) |
| | (26,522) |
Other income |
| | |
| | |
Interest income |
| | 2,793 |
| | 3,904 |
Total other income |
| | 2,793 |
| | 3,904 |
Net loss | | $ | (13,624) | | $ | (22,618) |
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Revenue
| | | | | | | | | | | |
| | Six Months Ended | | | | | | ||||
| | June 30, | | Change | |||||||
| | 2026 | | 2025 | | Amount | | % | |||
(in thousands, except percentages) |
| | |
| | |
| | |
| |
Core revenue: | | | | | | | | | | | |
Instrument revenue | | $ | 3,107 | | $ | 3,585 | | $ | (478) |
| (13%) |
PA revenue | | | 4,630 | | | 6,999 | | | (2,369) | | (34%) |
License revenue | | | 3,919 | | | 5,150 | | | (1,231) | | (24%) |
Assay Service revenue | | | 433 | | | 193 | | | 240 | | 124% |
Other service revenue | |
| 632 | |
| 514 | |
| 118 |
| 23% |
Total core revenue | | | 12,721 | | | 16,441 | | | (3,720) |
| (23%) |
SPL milestones and royalties | | | 4,201 | | | 2,456 | | | 1,745 | | 71% |
Total revenue | | $ | 16,922 | | $ | 18,897 | | $ | (1,975) | | (10%) |
Total revenue for the six months ended June 30, 2026 was $16.9 million, a decrease of $2.0 million, or 10%, compared to $18.9 million during the six months ended June 30, 2025. The decrease was primarily driven by a decrease in a core revenue, offset by an increase in SPL milestone and royalty revenue in the amounts shown in the table above.
Total core revenue for the six months ended June 30, 2026 was $12.7 million, a decrease of $3.7 million, or 23%, compared to the six months ended June 30, 2025. Our overall decrease in core revenue was primarily driven by decreases in PA revenue and license revenue of $2.4 million and $1.2 million, respectively.
The $1.7 million increase in SPL milestone and royalty revenues for the six months ended June 30, 2026 compared to the six months ended June 30, 2025 is a result of our customers’ achievement of contractually specified clinical and regulatory milestones during the respective periods.
Cost of Goods Sold and Gross Profit
| | | | | | | | | | | | |
| | Six Months Ended June 30, | | Change |
| |||||||
| | 2026 | | 2025 | | Amount | | % | | |||
(in thousands, except percentages) |
| | |
| | |
| | |
| | |
Cost of goods sold | | $ | 3,244 | | $ | 3,016 | | $ | 228 |
| 8% | |
Gross profit | | $ | 13,678 | | $ | 15,881 | | $ | (2,203) |
| (14%) | |
Gross margin | | | 81% | | | 84% | | | | | | |
Cost of goods sold increased by $0.2 million, or 8%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The increase was primarily driven by an increase in charges to the provision for inventory reserves primarily to write expiring PA inventory down to their net realizable value.
Gross profit decreased by $2.2 million, or 14%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The decrease was primarily driven by the decreases in PA revenue and license revenue, offset by an increase in SPL milestone and royalty revenue.
Operating Expenses
Research and Development
| | | | | | | | | | | | |
| | Six Months Ended June 30, | | Change |
| |||||||
| | 2026 | | 2025 | | Amount | | % | | |||
(in thousands, except percentages) |
| | |
| | |
| | |
| | |
Research and development | | $ | 8,110 | | $ | 12,172 | | | ($4,062) |
| (33)% | |
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Research and development expenses decreased by $4.1 million, or 33%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The decrease was primarily driven by a $2.4 million decrease in salary and personnel related expenses due to the workforce reduction in September 2025, a $0.9 million decrease in stock-based compensation, a $0.6 million decrease in engineering expense, a $0.5 million decrease in lab supplies and expenses, and a $0.3 million decrease in occupancy expenses, offset by $0.6 million for an impairment charge for laboratory equipment.
Sales and Marketing
| | | | | | | | | | | | |
| | Six Months Ended June 30, | | Change |
| |||||||
| | 2026 | | 2025 | | Amount | | % | | |||
(in thousands, except percentages) |
| | |
| | |
| | |
| | |
Sales and marketing | | $ | 6,792 | | $ | 11,484 | | $ | (4,692) |
| (41%) | |
Sales and marketing expenses decreased by $4.7 million, or 41%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The decrease was primarily driven by a $2.5 million decrease in salary and personnel related expenses due to the workforce reduction in September 2025, a $1.0 million decrease in marketing expenses, a $0.7 million decrease in stock-based compensation, and a $0.5 million decrease in professional fees, travel, and overhead expenses.
General and Administrative
| | | | | | | | | | | | |
| | Six Months Ended June 30, | | Change |
| |||||||
| | 2026 | | 2025 | | Amount | | % | | |||
(in thousands, except percentages) |
| | |
| | |
| | |
| | |
General and administrative | | $ | 13,224 | | $ | 16,606 | | $ | (3,382) |
| (20%) | |
General and administrative expenses decreased by $3.4 million, or 20%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The decrease was primarily driven by a $2.7 million decrease in stock-based compensation, a $1.6 million decrease in legal and professional fees, a $0.7 million decrease in public company fees, a $0.4 million decrease in compensation expense, offset by $1.6 million charge for previously capitalized asset acquisition costs and $0.4 million increase in occupancy and overhead expenses.
Depreciation and Amortization
| | | | | | | | | | | |
| | Six Months Ended June 30, | | Change | |||||||
| | 2026 | | 2025 | | Amount | | % | |||
(in thousands, except percentages) |
| | |
| | |
| | |
| |
Depreciation and amortization | | $ | 1,969 | | $ | 2,141 | | $ | (172) |
| (8)% |
Depreciation and amortization expense decreased by $0.2 million, or 8%, for the six months ended June 30, 2026, compared to the six months ended June 30, 2025 primarily due to a reduction in fixed asset purchases in recent years.
Interest Income
| | | | | | | | | | | |
| | Six Months Ended June 30, | | Change | |||||||
| | 2026 | | 2025 | | Amount | | % | |||
(in thousands, except percentages) |
| | |
| | |
| | |
| |
Interest income | | $ | 2,793 | | $ | 3,904 | | $ | (1,111) |
| (28%) |
Interest income decreased $1.1 million, or 28%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The decrease was driven by decreases in interest rates and average cash and investment balances during the six months ended June 30, 2026.
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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, 2026, we incurred a net loss of $13.6 million. As of June 30, 2026, we had an accumulated deficit of $275.1 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.
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) | | 2026 | | 2025 | ||
Net cash provided by (used in): |
| | | | | |
Operating activities | | $ | (12,830) | | $ | (24,263) |
Investing activities | |
| 9,222 | |
| 11,067 |
Financing activities | |
| (1,415) | |
| 537 |
Net decrease in cash and cash equivalents | | $ | (5,023) | | $ | (12,659) |
Operating Activities
Net cash used in operating activities for the six months ended June 30, 2026 was $12.8 million, and consisted primarily of our net loss of $13.6 million, which was offset in part by net non-cash expenses of $5.0 million. Net non-cash expenses include stock-based compensation of $2.3 million, depreciation and amortization expenses of $2.0 million, an impairment on fixed assets of $0.6 million, lease right-of-use amortization of $0.4 million, $0.4 million in the change of excess and obsolete inventory, and an aggregate of $0.1 million in other non-cash charges offset by amortization of discounts on investments of $0.8 million. We also had net cash outflows of $4.3 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 $3.3 million due to timing considerations, a decrease in deferred revenue of $1.1 million, an increase in inventory of $0.8 million, a decrease in operating lease liabilities of $0.7 million, and an increase in accounts receivable of $0.4 million, offset by an aggregate decrease in prepaid other assets of $2.1 million.
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.
Investing Activities
Net cash provided by investing activities during the six months ended June 30, 2026 was $9.2 million, which was primarily attributable to maturities of investments of $46.0 million, offset by purchases of investments of $36.5 million, $0.2 million for the acquisition of intangible assets, and purchases of property and equipment of $0.1 million.
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.
Financing Activities
Net cash used in financing activities during the six months ended June 30, 2026 was $1.4 million, consisting of $1.5 million in repurchases of common stock offset by $0.1 million in aggregate proceeds from the exercise of stock options.
Net cash provided by financing activities during the six months ended June 30, 2025 was $0.5 million 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, 2026 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 are $22.9 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 are $0.6 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 year ended December 31, 2025 and year ending December 31, 2026. Our estimate of the fair value of the liability for contingent consideration was de minimis as of June 30, 2026.
We had no debt obligations as of June 30, 2026 and December 31, 2025.
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 audited consolidated financial statements and the related notes and other financial information included in the 2025 Form 10-K.
Impairment of Long-Lived Assets
We consider the assessment of recoverability of our long-lived assets under ASC 360, Property, Plant, and Equipment, to be a critical accounting estimate.
We evaluate our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset group may not be recoverable. The cash-flow projections used in the recoverability assessment require management judgment in developing assumptions regarding future revenues, operating costs, customer retention and purchasing activity, and expected disposition value. Projected cash flows from customers’ future revenues represent a meaningful component of the overall cash flow projections used in the recoverability assessment.
The recoverability determination is sensitive to assumptions related to our customers’ ability to achieve specified contractual development milestones and commercial sales-based royalties, as the timing and achievement of those revenues directly affect projected future cash flows. Adverse changes in assumptions regarding milestone and royalty achievement could result in projected cash flows that are insufficient to recover the carrying amount of an asset group and could require the recognition of an impairment charge in future periods.
During the six months ended June 30, 2026, changes in customer milestone forecast assumptions resulted in an evaluation of recoverability of our long-lived assets. The recoverability assessment indicated the carrying value of the asset group is recoverable and accordingly, did not result in an impairment. Separately, as described in Note 6, we recognized an
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impairment charge of $630,000 related to certain property and equipment that management determined would no longer be used and was actively marketed for sale. Future impairment conclusions could change if actual results differ from our assumptions or if adverse developments occur with respect to the customer’s progress toward achieving contractual milestones, customer demand, or expected disposition values.
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.
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
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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.
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, 2026 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, 2026 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 2025 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
Not applicable.
(c) Purchases of Equity Securities
A summary of our common stock repurchases (in thousands, except average price per share and number of shares) for the three months ended June 30, 2026 is as follows:
| | | | | | | | | | | | |
| | | | | | (c) Total number of shares | | Approximate Dollar Value | ||||
| | | | | | purchased as part of | | of Shares That May | ||||
| | (a) Total number of | | (b) Average Price | | publicly announced | | yet to be Purchased | ||||
Description | | Shares Repurchased(i) | | Paid Per Share (ii) | | plans or programs (i) | | Under the Plans | ||||
April 1-30 2026 | | | — | | $ | — | | | — | | $ | — |
| | | | | | | | | | | | 10,000 |
May 1-31 2026 |
|
| 748,844 | | $ | 1.03 |
|
| 748,844 | | | (773) |
| | | | | | | | | | | | 9,227 |
June 1-30 2026 | | | 564,222 | | $ | 1.25 | | | 564,222 | | | (705) |
Total |
| | 1,313,066 | | $ | 1.13 |
| | 1,313,066 | | $ | 8,522 |
| (i) | All shares were repurchased in open market transactions pursuant to a $10 million repurchase authorized by our Board and publicly announced on May 12, 2026. Shares repurchased under this plan may be in open market transactions, privately negotiated transactions, or in accordance with an adopted 10b5-1 plan. The program expires May 5, 2027. |
| (ii) | Average price paid per share in the period includes commission. |
Item 3. Defaults Upon Senior Securities.
None.
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Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
Item 6. Exhibits.
The following exhibits are filed with this Quarterly Report, or incorporated by reference into, on Form 10-Q:
Incorporated by Reference | |||||||||||||||
Exhibit Number | Description | Form | File No. | Exhibit | Filing Date | ||||||||||
10.1# | | Severance Agreement, dated as of August 11, 2026, by and between MaxCyte, Inc. and Parmeet Ahuja | | | | | | | | | |||||
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 | | Inline XBRL Taxonomy Extension Schema Document | | | | | | | | | |||||
101.CAL | | Inline XBRL Taxonomy Extension Calculation Linkbase Document | | | | | | | | | |||||
101.DEF | | Inline XBRL Taxonomy Extension Definition Linkbase Document | | | | | | | | | |||||
101.LAB | | Inline XBRL Taxonomy Extension Label Linkbase Document | | | | | | | | | |||||
101.PRE | | Inline 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). | | | | | | | | | |||||
# | Indicates management contract or compensatory plan |
* | 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 13, 2026 | By: | /s/ Maher Masoud |
| Name: | Maher Masoud |
| Title: | President and Chief Executive Officer (Principal Executive Officer) |
| | |
| | |
Date: August 13, 2026 | By: | /s/ Parmeet Ahuja |
| Name: | Parmeet Ahuja |
| Title: | Chief Financial Officer (Principal Financial Officer) |
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