What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2026-03-09 compared with 2025-03-07 · 471 added, 316 removed, 733 unchanged (52% of the section changed)

5 unchanged sentences

Consolidated Statements of Operations

Consolidated Statements of Comprehensive Loss

Consolidated Statements of Comprehensive Income (Loss)

Consolidated Statements of Stockholders’ Equity

5 unchanged sentences

We have audited the accompanying consolidated balance sheets of 908 Devices Inc.

and its subsidiaries (the "Company") as of December 31, 2024 and 2023, and the related consolidated statements of operations, of comprehensive loss, of stockholders’ equity and of cash flows for the years then ended, including the related notes (collectively referred to as the "consolidated financial statements").

and its subsidiaries (the "Company") as of December 31, 2025 and 2024, and the related consolidated statements of operations, of comprehensive income (loss), of stockholders’ equity and of cash flows for the years then ended, including the related notes (collectively referred to as the "consolidated financial statements").

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

13 unchanged sentences

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Revenue Recognition – Product and Service Revenue

As described in Note 2 to the consolidated financial statements, the Company derives product and service revenue primarily from the sale of devices and related consumables and services.

Revenue is recognized when control of the promised devices, consumables or services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those devices, consumables or services (the transaction price).

For devices and consumables sold by the Company, control transfers to the customer at a point in

time, typically upon shipment.

For extended warranty and support, control transfers to the customer over the term of the arrangement.

The Company’s total revenue for the year ended December 31, 2025, was $56.2 million, the majority of which relates to product and service revenue.

The principal consideration for our determination that performing procedures relating to product and service revenue recognition is a critical audit matter is a high degree of auditor effort in performing procedures related to the Company’s product and service revenue recognition.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included, among others (i) testing product and service revenue recognized for a sample of revenue transactions by obtaining and inspecting source documents, such as invoices, customer purchase orders, shipping or delivery documents, and, where applicable, subsequent cash receipts, and (ii) confirming a sample of outstanding customer invoice balances as of December 31, 2025 and, for confirmations not returned, obtaining and inspecting source documents, such as invoices, customer purchase orders, shipping or delivery documents, and, where applicable, subsequent cash receipts.

/s/ PricewaterhouseCoopers, LLP

10 unchanged sentences

Prepaid expenses and other current assets

Current assets of discontinued operations

Total current assets

3 unchanged sentences

Other long-term assets

Non-current assets of discontinued operations

Liabilities and Stockholders' Equity

4 unchanged sentences

Operating lease liabilities

Contingent consideration

Current liabilities of discontinued operations

Total current liabilities

1 unchanged sentence

Deferred revenue, net of current portion

Deferred income taxes

Contingent consideration

Contingent consideration, net of current portion

Other long-term liabilities

Non-current liabilities of discontinued operations

Total liabilities

29 unchanged sentences

Total operating expenses

Loss from operations

Loss from continuing operations

Other income, net:

Interest income

Interest expense

Income from transition services agreement, net

Other expense, net

1 unchanged sentence

Loss from operations before income taxes

Benefit for income taxes

Net loss per share

Basic and diluted

Income tax benefit

Net loss from continuing operations

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

Net income (loss) attributable to common stockholders

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

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

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

Weighted average common shares outstanding

2 unchanged sentences

908 DEVICES INC.

Consolidated Statements of Comprehensive Loss

Consolidated Statements of Comprehensive Income (Loss )

(in thousands)

Year Ended December 31,

Net income (loss) attributable to common stockholders

Other comprehensive income (loss)

Foreign currency translation adjustment

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

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

Total other comprehensive income (loss)

Comprehensive loss

Comprehensive income (loss)

908 DEVICES INC.

6 unchanged sentences

Stock-based compensation expense

Issuance of common stock pursuant to the acquisition of RedWave Technology

Issuance of common stock upon ESPP purchase

1 unchanged sentence

Foreign currency translation adjustments

Unrealized gain on marketable securities

Balances at December 31, 2024

1 unchanged sentence

Stock-based compensation expense

Issuance of common stock pursuant to the acquisition of RedWave Technology

Issuance of common stock upon ESPP purchase

1 unchanged sentence

Foreign currency translation adjustments

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

Unrealized gain on marketable securities

Balances at December 31, 2025

5 unchanged sentences

Cash flows from operating activities:

Adjustments to reconcile net loss to net cash used in operating activities:

Net income (loss)

Adjustments to reconcile net income (loss) to net cash used in operating activities:

Goodwill impairment

1 unchanged sentence

Stock-based compensation expense

Noncash interest expense and loss on extinguishment of debt

Provision for inventory obsolescence

1 unchanged sentence

Loss on disposal of property and equipment

Gain on sale of Desktop Portfolio, net of transaction costs

Provision for credit losses

13 unchanged sentences

Purchases of marketable securities

Acquisition of RedWave Technology, net of cash acquired

Acquisition of businesses, net of cash acquired

Proceeds from sale of Desktop Portfolio

Proceeds from maturities of marketable securities

Net cash used in investing activities

Net cash provided by (used in) investing activities

Cash flows from financing activities:

1 unchanged sentence

Proceeds from issuance of common stock

Repayment on revolving line of credit

Payments for contingent consideration

1 unchanged sentence

Effect of foreign exchange rate changes on cash and cash equivalents

Net decrease in cash, cash equivalents and restricted cash

Net increase (decrease) in cash, cash equivalents and restricted cash

Cash, cash equivalents and restricted cash at beginning of period

1 unchanged sentence

Supplemental disclosure of noncash investing and financing information:

Property and equipment included in account payable

Transfers of inventory to property and equipment

Transfers of property and equipment to inventory

Fair value of common stock issued for acquisition of RedWave Technology

Cash paid for taxes

Reconciliation of cash, cash equivalents and restricted cash:

2 unchanged sentences

Total cash, cash equivalents and restricted cash shown in the statement of cash flows

Supplemental disclosure of cash flow information:

Cash (received) paid for income tax

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

4 unchanged sentences

(the “Company”) was incorporated in the State of Delaware on February 10, 2012 .

The Company is a commercial-stage technology company providing a suite of purpose-built handheld and desktop devices used at the point-of-need for chemical and biochemical analysis in a broad array of markets including life sciences research, bioprocessing, pharma/biopharma, forensics and adjacent markets.

The Company is revolutionizing chemical analysis with its simple handheld devices, addressing life-altering applications.

The Company’s devices are used at the point-of-need to interrogate unknown and invisible materials and provide quick, actionable answers in vital health, safety and defense tech applications, addressing the fentanyl and illicit drug crisis, toxic carcinogen exposure, and global security threats.

The Company designs and manufactures innovative products that bring together the power of complementary analytical technologies, software automation, and machine learning.

The Company is subject to risks and uncertainties common to technology companies in the device industry and of similar size, including, but not limited to, development by competitors of new technological innovations, dependence on key personnel, protection of proprietary technology, compliance with government regulations, uncertainty of market acceptance of products, and the need to obtain additional financing to fund operations.

Potential risks and uncertainties also include, without limitation, uncertainties regarding higher inflation and interest rates.

Potential risks and uncertainties also include, without limitation, uncertainties regarding elevated inflation and interest rates, and changes in countries’ trade policies and tariffs.

Products currently under development will require additional research and development efforts prior to commercialization and will require additional capital and adequate personnel and infrastructure.

The Company’s research and development may not be successfully completed, adequate protection for the Company’s technology may not be obtained, the Company may not obtain necessary government regulatory approval, and approved products may not prove commercially viable.

The Company’s research and development may not be successfully completed, adequate protection for the Company’s technology may not be obtained, and approved products may not prove commercially viable.

The Company operates in an environment of rapid change in technology and competition.

4 unchanged sentences

In addition, RedWave bolsters the Company’s desktop portfolio with a line of accessories for pharma Process Analytical Technology (PAT) and industrial QC applications.

See Note 19, Acquisition , for further information.

The Company acquired KAF Manufacturing Company, Inc.

(“KAF”), located in Stamford, Connecticut in July 2025.

KAF is a precision machining company focused on providing precision components, diamond-turned optics and components for laboratory and medical instrument original equipment manufacturers and for the aerospace industry.

This acquisition provided the Company with strength and sustainability over its supply chain for critical FTIR components.

See Note 19, Acquisitions , for further information.

Divestment of Desktop Portfolio

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

See Note 3, Discontinued Operation and TSA , for further information.

On the Closing Date, the Company entered into a Transition Services Agreement (the “TSA”) with Repligen, which provides for services to be performed by the Company in order to facilitate a transition of the business associated with the Desktop Portfolio.

Under the TSA, the Company will provide certain technology, financial, manufacturing and other operational transition services to Repligen for a period of time, and will maintain the personnel and facilities required to provide such services for the duration specified for each such service.

Repligen has agreed to pay the Company for

certain costs of the transition services performed by the Company under the TSA and these services are recorded within Other Income, net in the Company’s consolidated statement of operations.

On the Closing Date, the parties entered into a Lease Assignment Assumption and Consent Agreement (the “Assignment and Assumption Agreement”).

Under the Assignment and Assumption Agreement, the Company assigned to Repligen the Company’s rights in, to and under the real property lease for its North Carolina facility, and Repligen assumed the liabilities related thereto.

In addition, as a result of the sale of 908 Devices GmbH, Repligen assumed the liabilities related to the real property lease in Braunschweig, Germany.

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

See Note 17, Commitments and Contingencies .

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

The Company incurred certain significant costs relating to the Transaction, such as legal, accounting, financial advisory, printing and other professional services fees, as well as other customary payments.

Through December 31, 2025, these costs amounted to approximately $ 4.4 million and are included within the net income (loss) from discontinued operations, net of tax line item on the Company's consolidated statement of operations.

Basis of Presentation

1 unchanged sentence

Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”).

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, 908 Devices Securities Corporation, RedWave, 908 Devices (Shanghai) Technology Co., Ltd.

and 908 Devices GmbH.

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, 908 Devices Securities Corporation and RedWave.

All intercompany balances and transactions have been eliminated.

The accompanying consolidated financial statements have been prepared on the basis of continuity of operations, realization of assets and the satisfaction of liabilities and commitments in the ordinary course of business.

The Company has incurred recurring losses since inception, including net losses of $ 72.2 million and $ 36.4 million for the years ended December 31, 2024 and 2023, respectively.

The Company has incurred recurring losses since inception, including net losses from continuing operations of $ 33.3 million and $ 53.1 million for the years ended December 31, 2025 and 2024, respectively.

As of December 31, 2025, the Company had an accumulated deficit of $ 223.3 million.

The Company expects to continue to generate operating losses in the foreseeable future.

As of March 7, 2025, the issuance date of the consolidated financial statements, the Company expects that its cash, cash equivalents and marketable securities will be sufficient to fund its operating expenses and capital expenditure requirements for at least the next 12 months from the issuance date of the consolidated financial statements.

The Company expects that its cash, cash equivalents and marketable securities will be sufficient to fund its operating expenses and capital expenditure requirements for at least the next 12 months from the issuance date of the consolidated financial statements.

The Company may seek additional funding through private or public equity financings, debt financings, collaborations, strategic alliances and marketing, channel partner, or licensing arrangements.

The Company may not be able to obtain financing on acceptable terms, or at

all, and the Company may not be able to enter into collaborations or other arrangements.

The Company may not be able to obtain financing on acceptable terms, or at all, and the Company may not be able to enter into collaborations or other arrangements.

The terms of any financing may adversely affect the holdings or the rights of the Company's stockholders.

2 unchanged sentences

Reclassifications

Certain prior year amounts have been reclassified for consistency with the current year presentation.

These reclassifications had no effect on the reported results of operations and comprehensive loss or cash flows.

A reclassification has been made to the Consolidated Statements of Operation for fiscal year ended December 31, 2023, to combine service revenue and contract revenue to be a combined line item.

The Company’s Desktop Portfolio met all the conditions to be classified as held for sale and, because the Company considers the disposal of the Desktop Portfolio to be a strategic shift that will have a major effect on its operations and

financial results, represented a discontinued operation.

All assets and liabilities associated with the Company’s Desktop Portfolio were therefore classified as assets and liabilities of discontinued operations in our consolidated balance sheets for the periods presented.

Further, all historical operating results for the Company’s Desktop Portfolio are reflected within discontinued operations in the consolidated statements of operations for all periods presented.

For additional information, see Note 3, Discontinued Operations and TSA .

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

Summary of Significant Accounting Policies

9 unchanged sentences

Actual results may differ from those estimates or assumptions.

Discontinued Operations

The Company accounted for the sale of its Desktop Portfolio in accordance with ASC 205 Discontinued Operations (“ASC 205”).

ASC 205 requires that a component of an entity that has been disposed of or is classified as held for sale, has operations and cash flows that can be clearly distinguished from the rest of the entity, and represents a strategic shift that has (or will have) a major effect on the reporting entity’s financial results must be reported as discontinued operations.

The sale of its Desktop Portfolio met the held-for-sale criteria as defined in ASC 205.

In the period a component of an entity is classified as a discontinued operation, the results of operations for the periods presented are reclassified into separate line items in the consolidated statements of operations and the assets and liabilities of the discontinued operation are also reclassified into separate line items on the related consolidated balance sheets.

Prior period amounts are also adjusted to reflect discontinued operations presentation.

All amounts included in the notes to the consolidated financial statements relate to continuing operations unless otherwise noted.

Risk of Concentrations of Credit, Significant Customers and Significant Suppliers

5 unchanged sentences

Significant customers are those that accounted for 10 % or more of the Company’s total revenue or accounts receivable.

No customer represented for 10 % or more of total revenue for the year ended December 31, 2024.

One customer represented 21 % of total revenue for the year ended December 31, 2023.

No customer represented 10 % or more of total revenue for the years ended December 31, 2025 and 2024, respectively.

As of December 31, 2025, one customer accounted for 34 % of gross accounts receivable.

1 unchanged sentence

Certain of the components included in the Company’s products are obtained from a sole source, a single source or a limited group of suppliers.

Although the Company seeks to reduce dependence on those limited sources of suppliers and

manufacturers, the partial or complete loss of certain of these sources, or the requirement to establish a new supplier for the components, could have a material adverse effect on the Company’s operating results, financial condition and cash flows and damage its customer relationships.

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

Cash Equivalents

1 unchanged sentence

Restricted Cash

Restricted cash primarily represents collaterals for the corporate credit cards and a letter of credit issued as security for the lease for the Company’s facility in Morrisville, North Carolina.

Restricted cash primarily represents a letter of credit issued as security for the lease for the Company’s facility in Burlington, Massachusetts.

Accounts Receivable, net

10 unchanged sentences

Balances at end of period

Fair Value Measurements

Certain assets and liabilities are carried at fair value under GAAP.

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs.

Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable:

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

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

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

The Company's financial instruments consist primarily of cash equivalents, marketable securities, accounts receivable, accounts payable, accrued expenses and contingent consideration.

The Company’s cash equivalents and marketable securities, consisting of money market funds (a Level 1 measurement) and U.S.

treasury notes (a Level 2 measurement), are carried at fair value, determined according to the fair value hierarchy described above (See Note 4, Fair Value Measurements ).

The carrying values of the Company’s accounts receivable, accounts payable and accrued expenses approximate their fair values due to the short-term nature of these assets and liabilities.

The carrying value of the Company’s long-term debt approximates its fair value (a Level 2 measurement) at each balance sheet date due to its variable interest rate, which approximates a market interest rate.

The Company’s contingent consideration is measured at its fair value at each balance sheet date using unobservable inputs in the valuation methodology (a Level 3 measurement).

Inventory is valued at the lower of cost or net realizable value.

6 unchanged sentences

The Company has determined that certain sales incentive programs meet the requirements to be capitalized.

Total capitalized costs to obtain a contract were not significant during the periods presented and are included in other current assets and other long-term assets in the Company’s consolidated balance sheets.

Total capitalized costs to obtain a contract were not significant during the periods presented and are included in prepaid expenses and other current assets and other long-term assets in the Company’s consolidated balance sheets.

The Company accounts for leases under ASC 842, Leases (“ASC 842”).

In accordance with ASC 842, the Company accounts for a contract as a lease when it has the right to control the asset for a period of time while obtaining

substantially all of the asset’s economic benefits.

In accordance with ASC 842, the Company accounts for a contract as a lease when it has the right to control the asset for a period of time while obtaining substantially all of the asset’s economic benefits.

The Company determines if an arrangement is a lease or contains an embedded lease at inception.

3 unchanged sentences

otherwise, the Company uses its estimated secured incremental borrowing rate for that lease term.

The Company’s policy is to not record leases with an original term of twelve months or less on its consolidated balance sheets and recognizes those lease payments in the consolidated statements of operations and comprehensive loss on a straight-line basis over the lease term.

The Company’s existing leases are for office and laboratory space.

2 unchanged sentences

Only the fixed costs for lease components and their associated non-lease components are accounted for as a single lease component and recognized as part of a right-of-use asset and liability.

Rent expense for operating leases is recognized on a straight-line basis over the reasonably assured lease term based on the total lease payments and is included in operating expense in the consolidated statements of operations and comprehensive loss.

Property and Equipment

3 unchanged sentences

Laboratory and demonstration equipment

Standard tools and machinery

5 to 10 years

Computer equipment and software

12 unchanged sentences

Due to the short time period between achieving technological feasibility and product release and the insignificant amount of costs incurred during such periods, the Company did not capitalize any software development costs during the years ended December 31, 2025 and 2024.

Fair Value Measurements

Certain assets and liabilities are carried at fair value under GAAP.

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market

for the asset or liability in an orderly transaction between market participants on the measurement date.

Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs.

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

The Company's financial instruments consist primarily of cash equivalents, marketable securities, accounts receivable, accounts payable, accrued expenses and contingent consideration.

The Company’s cash equivalents and marketable securities, consisting of money market funds (a Level 1 measurement) and U.S.

treasury notes (a Level 2 measurement), are carried at fair value, determined according to the fair value hierarchy described above (See Note 3, Fair Value Measurements ).

The carrying values of the Company’s accounts receivable, accounts payable and accrued expenses approximate their fair values due to the short-term nature of these assets and liabilities.

The Company’s contingent consideration is measured at its fair value at each balance sheet date using unobservable inputs in the valuation methodology (a Level 3 measurement).

Marketable Securities

12 unchanged sentences

The Company has the option of performing a qualitative assessment to determine whether further impairment testing is necessary before performing the quantitative assessment.

If as a result of the qualitative

assessment, it is more-likely-than-not that the fair value of its reporting unit is less than its carrying amount, a quantitative impairment test will be required.

If as a result of the qualitative assessment, it is more-likely-than-not that the fair value of its reporting unit is less than its carrying amount, a quantitative impairment test will be required.

The quantitative goodwill impairment test requires management to estimate and compare the fair value of the reporting unit with its carrying value.

20 unchanged sentences

The Company manages its operations on a consolidated basis and as a single segment for the purposes of assessing performance and making operating decisions.

The Company provides a suite of purpose-built handheld and desktop mass spectrometry devices for use in a broad array of markets including life sciences research, bioprocessing, pharma/biopharma, forensics and adjacent markets.

Operating segments are defined as components of an enterprise for which separate financial information is regularly evaluated by the Company’s chief operating decision maker, or decision-making group, in deciding how to allocate resources and assess performance.

The Company provides a suite of purpose-built handheld mass spectrometry and FTIR devices for use in vital health and safety applications.

Operating segments are defined as components of an enterprise for which separate financial information is regularly evaluated by the Company’s chief

operating decision maker, or decision-making group, in deciding how to allocate resources and assess performance.

The Company has determined that its chief operating decision maker (“CODM”) is its Chief Executive Officer.

See Note 20, Segment Reporting and Geographic Data , for disclosure of significant segment expenses and tangible assets by Geographic locations.

See Note 20, Segment Reporting , for disclosure of significant segment expenses.

Revenue Recognition

The Company recognizes revenue from sales to customers under ASC 606, Revenue from Contracts with Customers (“ASC 606”), by applying the following five steps:

(1) identification of the contract, or contracts, with a customer,

(2) identification of the performance obligations in the contract, (3) determination of the transaction price, (4) allocation of the transaction price to the performance obligations in the contract and (5) recognition of revenue when, or as, performance obligations are satisfied.

(1) identification of the contract, or contracts, with a customer, (2) identification of the performance obligations in the contract, (3) determination of the transaction price, (4) allocation of the transaction price to the performance obligations in the contract and (5) recognition of revenue when, or as, performance obligations are satisfied.

For a contract with multiple performance obligations, the Company allocates the contract’s transaction price to each performance obligation on a relative standalone selling price basis using the Company’s best estimate of the standalone selling price of each distinct product or service in the contract.

8 unchanged sentences

Product and Service Revenue

The Company derives product and service revenue primarily from the sale of handheld and desktop products and related consumables and services.

Revenue is recognized when control of the promised products, consumables or services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those products, consumables or services (the transaction price).

The Company derives product and service revenue primarily from the sale of devices and related consumables and services.

A performance obligation is a promise in a contract to transfer a distinct product or service to a customer and is the unit of accounting under ASC 606.

1 unchanged sentence

To indicate the transfer of control, the Company must have a present right to payment, legal title must have passed to the customer, the customer must have the significant risks and rewards of ownership, and where acceptance is other than perfunctory, the customer must have accepted the product or service.

The Company’s principal terms of sale are freight on board (“FOB”) shipping point, or equivalent, and, as such, the Company primarily transfers control and records revenue for product sales upon shipment.

The Company’s principal terms of sale are freight on board (“FOB”) shipping point, or equivalent, and, as such, the Company primarily transfers control and records revenue for devices and consumables sales upon shipment.

Sales arrangements with delivery terms that are not FOB shipping point are not recognized upon shipment and the transfer of control for revenue recognition is evaluated based on the associated shipping terms and customer obligations.

9 unchanged sentences

The Company does not enter into significant financing agreements or other forms of variable consideration.

Contract Revenue

The Company generates revenue from short and long-term contracts associated with the design and development and delivery of detection devices or related design and support services.

Generally, revenue for long-term contracts is recognized based upon the cost-to-cost measure of progress, provided that the Company meets the criteria associated with transferring control of the good or service over time such as not creating an asset with an alternative use and having an enforceable right to payment for completed performance.

However, the Company evaluates the proper revenue recognition on a contract by contract basis, as each contract generally contains terms specific to the underlying agreement which could result in differing performance obligations and payment terms (cost plus, fixed price agreements among others).

For revenue recognized under the cost-to-cost measure of progress basis, the Company continually assesses total costs expected to be incurred and if such costs require adjustment to the measure of progress, the Company records such adjustment as a change in estimate on a cumulative catch-up basis in the period of adjustment.

The Company includes the unconstrained amount of consideration in the transaction price.

The amount included in the transaction price is constrained to the amount for which it is probable that a significant reversal of cumulative revenue recognized will not occur.

At the end of each subsequent reporting period, as required under ASC 606, the Company re-evaluates the estimated consideration included in the transaction price and any related constraint, and if necessary, adjusts its estimate of the overall transaction price.

Any such adjustments are recorded on a cumulative catch-up basis in the period of adjustment.

Deferred Revenue

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

11 unchanged sentences

Three years and beyond

Revenue from Contracts with Customer s

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

Distribution Channels

10 unchanged sentences

Total revenue

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

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

Year Ended December 31,

Handheld revenue:

Device sales revenue

Recurring revenue

Contract revenue

Total handheld revenue

Desktop revenue:

Device sales revenue

Recurring revenue

Contract revenue

Total desktop revenue

Handheld product and service revenue

Program product and service revenue

OEM and funded partnership revenue

Total revenue

1 unchanged sentence

Year Ended December 31,

Pharmaceutical/Biotechnology

Academia and other

United States federal and defense

United States state authorities and local municipalities

Rest of world national and provincial organizations

Global pharmaceutical, industrial and other

Total revenue

5 unchanged sentences

Total revenue

International sales are comprised of product and service revenue, with all contract revenue being attributable to North America.

Customer Commitment

In June 2025, the Company entered into a Master Supply Agreement with a large analytical instrumentation customer (“OEM Customer”), who is an existing customer of the Company and a customer of KAF.

The OEM Customer committed to $ 6.6 million of orders over the initial three years with a minimum initial cancelation fee of $ 2.6 million.

In addition, in July 2025, the OEM Customer paid an upfront cash payment of $ 0.75 million to secure the supply of precision optical components and assemblies and the fee will be recognized over the initial term of the Master Supply

As of December 31, 2025, $ 0.7 million of the upfront payment is recorded in deferred revenue and deferred revenue, net of current portion.

Shipping and Handling Fees and Costs

Shipping and handling fees billed to customers for product shipments are recorded in revenue in the accompanying consolidated statements of operations and comprehensive loss.

Shipping and handling costs incurred for inventory purchases and product shipments are recorded in cost of revenue in the accompanying consolidated statements of operations and comprehensive loss.

Shipping and handling fees billed to customers for product shipments are recorded in revenue in the accompanying consolidated statements of operations.

Shipping and handling costs incurred for inventory purchases and product shipments are recorded in cost of revenue in the accompanying consolidated statements of operations.

Cost of Revenue

6 unchanged sentences

The Company expenses costs of advertising as incurred.

Advertising costs was $ 2.0 million and $ 1.8 million during the years ended December 31, 2024 and 2023, respectively.

Advertising costs were $ 1.2 million and $ 1.5 million during the years ended December 31, 2025 and 2024, respectively.

The advertising expense is classified as selling, general and administrative expense.

All patent-related costs incurred in connection with filing and prosecuting patent applications are expensed as incurred due to the uncertainty about the recovery of the expenditure.

8 unchanged sentences

Other comprehensive income (loss) refers to revenues, expenses, gains and losses that are excluded from net loss as these amounts are recorded directly as an adjustment to shareholders' equity, net of tax.

The Company's other

comprehensive income was composed of foreign currency translation adjustments and unrealized gain or loss on marketable securities.

The Company's other comprehensive income was composed of foreign currency translation adjustments and unrealized gain or loss on marketable securities.

Net Income (Loss) per Share

3 unchanged sentences

For periods in which the Company reports a net loss, diluted net loss per common share is the same as basic net loss per common share since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive.

Business combination

Business Combinations

Under the acquisition method of accounting, the Company generally recognizes the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values on the date of acquisition.

3 unchanged sentences

The Company estimates the fair value of the contingent consideration earnouts using the Monte Carlo Simulation or probability weighted scenario depending on the nature of the contingent consideration and update the fair value of the contingent consideration at each reporting period based on the estimated probability of achieving the earnout targets and applying a discount rate that captures the risk associated with the expected contingent payments.

To the extent that these estimates change in the future regarding the likelihood of achieving these targets, the Company may need to record material adjustments to its accrued contingent consideration.

Such changes in the fair value of contingent consideration are recorded as contingent consideration expense or income in the consolidated statements of operations.

To the extent that these estimates change in the future regarding the likelihood of achieving these targets, the Company may need to record material adjustments to its contingent consideration liability.

Such changes in the fair value of contingent consideration are recorded as change in fair value of contingent consideration in the consolidated statements of operations.

The Company uses the income approach to determine the fair value of certain identifiable intangible assets including customer relationships and developed technology.

5 unchanged sentences

Deferred tax assets and liabilities are determined on the basis of the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.

Changes in deferred tax assets and liabilities are recorded in the provision for income taxes.

The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is

established through a charge to income tax expense.

Changes in deferred tax assets and liabilities are

recorded in the provision for income taxes.

Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies.

5 unchanged sentences

Recently Issued Accounting Pronouncements

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

In December 2023, the FASB issued ASU No.

2023-09, Income Taxes (Topic 740).

The accounting guidance requires public entities, on an annual basis, to provide disclosure of specific categories in their tax rate reconciliations, as well as disclosure of income taxes paid disaggregated by jurisdiction.

The guidance is effective for fiscal years beginning after December 15, 2024, with early adoption permitted.

As this accounting standard update impacts disclosures only, we do not expect the adoption to have a material impact on our consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

3 unchanged sentences

The Company is currently evaluating the impact of the ASU on its consolidated financial statements.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326) to introduce a practical expedient to calculating current expected credit loss by assuming that the current conditions as of the balance sheet date will not change for the remaining life of the asset.

This expedient can only be applied to current accounts receivable and current contract assets.

ASU 2025-05 is effective for annual reporting periods beginning after December 15, 2025 and interim periods within those annual periods, and this update is applied prospectively.

Early adoption is permitted in both interim and annual periods in which financials have not been issued.

The Company is currently assessing the impact of the adoption of this guidance.

Recently Adopted Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting:

Improvements to Reportable Segment Disclosure (“Topic 280”) to establish standards for reporting information about operating segments.

Operating segments are defined as components of an enterprise engaging in business activities for which separate financial information is available and regularly reviewed by the CODM in deciding how to allocate resources and in assessing performance.

The Company adopted this standard during the year ended December 31, 2024.

See Note 20, Segment Reporting and Geographic Data , for further information and disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures related to income tax disclosure requirements.

The pronouncement enhances the transparency and decision usefulness of income tax disclosures.

The pronouncement is effective for annual periods beginning after December 15, 2024.

The Company adopted ASU 2023-09 in the fourth quarter of 2025 and applied it prospectively, with no material impact on its consolidated financial statements.

Discontinued Operation and TSA

On March 3, 2025, upon board approval of the transaction, the Company classified its Desktop Portfolio as held for sale, and the Company then completed the sale of its Desktop Portfolio to Repligen on March 4, 2025.

The Company has determined the sale of the Desktop Portfolio represents a strategic shift that will have a major effect on its business and therefore met the criteria for classification as discontinued operations as of March 3, 2025.

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

Current assets:

Cash and cash equivalents

Accounts receivable, net

Prepaid expenses and other current assets

Total current assets of discontinued operations

Operating lease, right-of-use assets

Property and equipment, net

Intangible assets, net

Other long-term assets

Total non-current assets of discontinued operations

Total assets of discontinued operations

Current liabilities:

Accounts payable

Accrued expenses

Deferred revenue

Operating lease liabilities

Total current liabilities of discontinued operations

Operating lease liabilities, net of current portion

Deferred revenue, net of current portion

Deferred income taxes

Total non-current liabilities of discontinued operations

Total liabilities of discontinued operations

As of December 31, 2025, there were no assets or liabilities of discontinued operations, as the Company completed the sale of its Desktop Portfolio to Repligen on March 4, 2025.

The following table presents the gain on the sale of the Desktop Portfolio as of December 31, 2025, pursuant to the Securities and Asset Purchase Agreement by and between the Company and Repligen, dated as of the Closing Date (the “Repligen Purchase Agreement”) (in thousands):

Consideration received

Payment for fair value transferred for Desktop Portfolio (1)(2)(3)

Net assets transferred

Accounts receivable (3)

Prepaid expenses and other current assets (3)

Property and equipment, net

Operating lease right-of-use assets

Intangible assets and other long-term assets

Accounts payable

Accrued expenses and other current liabilities

Deferred revenue

Operating lease liabilities

Deferred income taxes

Net assets transferred

Transaction costs

Release of cumulative translation adjustment under 908 Devices GmbH

Gain on sale, pre-tax

Gain on sale, net of tax

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

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

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

For the year ended December 31, 2025, the gain from sale of the Desktop Portfolio, net of tax of $ 55.9 million was included in the net income (loss) from discontinued operations, net of tax on the Company’s consolidated statements of operations.

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

Year Ended December 31,

Product revenue

Service and contract revenue

Total revenue

Cost of revenue:

Product cost of revenue

Service and contract cost of revenue

Total cost of revenue

Operating expenses:

Research and development

Selling, general and administrative

Total operating expenses

Other income (expense), net:

Gain on divesture

Other expense, net:

Total other income (expense), net:

Income (loss) from discontinued operations before income taxes

Income tax (expense) benefit

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

In accordance with ASC 205-20, only expenses specifically identifiable and related to a business to be disposed may be presented in discontinued operations.

As such, the research and development and general and administrative expenses in discontinued operations only include corporate costs incurred directly to support the Desktop Portfolio.

The Company has also entered into a TSA with Repligen, through which the Company provides certain technology, financial, manufacturing and other operational transition services to Repligen for a period of time, and maintains the personnel and facilities required to provide such services for the duration specified for each such service.

Income from TSA, net of directly identifiable costs, is included as income from transition services agreement, net under other income, net.

The majority of the services and obligations under the TSA were concluded as of the third quarter of 2025;

however, certain accounting and operation support services have been extended through June 30, 2026.

As of December 31, 2025, $ 2.3 million has been billed to Repligen and $ 2.2 million has been paid by Repligen for transition services performed by the Company.

The Company owes Repligen less than $ 0.1 million related to the payments and collection services provided under the TSA as of December 31, 2025.

The cash flows related to discontinued operations have not been segregated and are included in the consolidated statements of cash flows.

For the year ended December 31, 2024, depreciation and amortization expense related to the Desktop Portfolio was $ 1.7 million, share based compensation expense was $ 3.5 million and amortization of right-of-use operating lease assets was $ 0.5 million.

Excluding the gain of $ 55.9 million recognized on the sale of the Desktop Portfolio presented in the consolidated statements of cash flows for the year ended December 31, 2025, there were no other material operating or investing non-cash items related to the Desktop Portfolio for either period presented.

Fair Value Measurements

5 unchanged sentences

Total assets measured at fair value

Other long-term liabilities:

Other current liabilities:

Acquisition-related contingent consideration

2 unchanged sentences

Cash equivalents - Money market funds

Cash equivalents - U.S.

Treasury securities

Marketable securities - U.S.

1 unchanged sentence

Total assets measured at fair value

Other current liabilities:

Other long-term liabilities:

Acquisition-related contingent consideration

8 unchanged sentences

Acquisition-related contingent consideration is measured and reported at fair value using the Monte Carlo simulation method or probability weighted scenario based on the unobservable inputs, which are significant to the fair value and classified with Level 3 of the fair value hierarchy.

For the acquisition of TRACE Analytics GmbH, located in Braunschweig, Germany (“Trace”) in August 2022, the amount was contingent based on the acquired business’ performance for the milestones ranging from the date of acquisition to June 30, 2024.

The unobservable inputs used in the fair value measurements include the probabilities of successful achievement of certain technological integration targets, forecasted results or targets, volatility of the common

stock price of the Company, and discount rates.

The sellers in the Trace acquisition achieved two of three milestones under the share purchase and transfer agreement, and accordingly the Company paid the sellers $ 0.5 million in August 2023 and $ 0.5 million in February 2024.

During the fourth quarter of 2023, the probability weighted fair value of the remaining future earnout related to the Trace acquisition was determined to be zero and the accumulated accretion under the last milestone and the relative contingent consideration have been reduced to zero .

As of June 30, 2024, the sellers did not meet the last milestone and the measurement period for the milestone ended on June 30, 2024.

For the acquisition of RedWave in April 2024, the amount of contingent consideration to be issued is contingent based on the amount of revenue the Company generates from the sale of certain RedWave products and services during the two -year period from May 1, 2024 through April 30, 2026.

1 unchanged sentence

As of December 31, 2025, the fair value of the contingent consideration was estimated utilizing the closing price of the Company’s common stock on the Nasdaq Global Market of $ 5.25 per share, revenue projections, an equity volatility rate of the Company of 75 % , a revenue volatility rate of 24.0 % and a discount rate of 25.2 % .

The fair value of contingent consideration decreased by $ 13.2 million during the year ended December 31, 2024 from the acquisition date fair value of contingent consideration, primarily due to the change in revenue projections from operating decisions made post-acquisition and sustained decreases in the Company’s publicly quoted share price during the third and fourth quarters of 2024.

The fair value of contingent consideration increased by $ 13.7 million during the year ended December 31, 2025, primarily due to the change in the Company’s stock price and the revenue projections, which include the recent launch of VipIR.

The following table provides a roll-forward of the fair value of the Company’s contingent consideration, for which fair value is determined using Level 3 inputs (in thousands):

Balance as of December 31, 2023

Acquisition date fair value of contingent consideration - earnout

Acquisition date fair value of contingent consideration - RedWave acquisition

Decrease in fair value of contingent consideration earnouts

1 unchanged sentence

Balance as of December 31, 2024

Increase in fair value of contingent consideration earnouts

Acquisition date fair value of contingent consideration - KAF acquisition

Contingent consideration payment - KAF

Balance as of December 31, 2025

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

15 unchanged sentences

treasury securities that matured were approximately $ 47.8 million and none were sold before maturity.

Interest earned on maturities of marketable securities is $ 1.4 million and $ 0.8 million for the year ended December 31, 2024 and 2023, respectively.

Interest earned on maturities of marketable securities is $ 1.8 million and $ 1.4 million for the years ended December 31, 2025 and 2024, respectively.

Inventory consisted of the following (in thousands):

3 unchanged sentences

During the years ended December 31, 2025 and 2024, the Company made non-cash transfers of demonstration equipment from inventory to property and equipment of $ 1.0 million and $ 0.7 million, respectively.

Property and Equipment, Net

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

Laboratory and demonstration equipment

Standard tools and machinery

Computer equipment and software

Furniture and fixtures

Construction in progress

Leasehold improvements

Accumulated depreciation and amortization

Depreciation expense amounted to $ 1.3 million and $ 1.0 million in each of the years ended December 31, 2025 and 2024, respectively.

Goodwill and Intangible Assets, net

As of December 31, 2024, the Company carried no goodwill balance.

The Company carried no goodwill balance for the year ended December 31, 2025 and 2024, respectively.

The following is a rollforward of the Company’s goodwill balance (in thousands):

12 unchanged sentences

The Company estimated the reporting unit's fair value based on the market capitalization and a related control premium of 20 % (reflecting the amount that would be paid by a new controlling shareholder for the benefits resulting from synergies and other potential benefits derived from controlling the acquired company).

The Company evaluated the

implied control premium by comparing it to control premiums or discounts of recent comparable market transactions, as applicable.

The Company evaluated the implied control premium by comparing it to control premiums or discounts of recent comparable market transactions, as applicable.

As a result of the interim quantitative impairment assessment, the Company recorded a $ 30.5 million noncash goodwill impairment charge during the third quarter of 2024.

11 unchanged sentences

Accumulated Amortization

Translation adjustments

Net Book Value

3 unchanged sentences

Accumulated Amortization

Translation adjustments

Net Book Value

5 unchanged sentences

Estimated future amortization expense for the intangible assets as of December 31, 2025 is as following (in thousands):

Property and Equipment, Net

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

Laboratory and demonstration equipment

Computer equipment and software

Furniture and fixtures

Construction in progress

Leasehold improvements

Accumulated depreciation and amortization

Depreciation expense amounted to $ 1.9 million and $ 1.5 million in each of the years ended December 31, 2024 and 2023, respectively.

Accrued Expenses

3 unchanged sentences

Accrued professional fees

Contingent consideration, current portion

Accrued other

7 unchanged sentences

In November 2024, the Company announced an organizational restructuring to strengthen operational efficiencies.

As part of the organizational restructuring, and to reduce the Company’s annual cash burn, the Company implemented an approximately 11 % workforce reduction to rationalize the Company’s bioprocessing and life science instrumentation investments in sales, marketing and research and development during the current slower growth market environment.

In addition, the Company is transitioning manufacturing operations from Boston to North Carolina and Connecticut, to be completed in 2025.

As part of the organizational restructuring, and to reduce the Company’s annual cash burn, the Company implemented

an approximately 11 % workforce reduction to rationalize the Company’s bioprocessing and life science instrumentation investments in sales, marketing and research and development during the current slower growth market environment.

In addition, the Company transitioned manufacturing operations from Boston, Massachusetts to Danbury, Connecticut in June 2025.

In June 2025, the Company abandoned its Boston facility in connection with transitioning manufacturing operations from Boston into Danbury and moved its corporate headquarters to Burlington, Massachusetts.

The Company had no intention to sublease or utilize the space for the remaining lease term, resulting in the right-use assets to be abandoned.

The Company recorded a $ 1.0 million restructuring charge for the lease abandonment, including its remaining right-of-use asset, utilities and other costs.

The Company made full payment of such charges in June 2025, including the rents.

The organizational and facility restructurings were substantially completed in June 2025.

The following table sets forth the activity in the severance and related costs accruals for the years ended December 31, 2025 and 2024 (in thousands):

Facility, moving and related costs

Abandonment charges and related costs

Severance & Employee related costs

Balance at December 31, 2023

Restructuring charges

Cash payments

Other, non-cash adjustments

Balance at December 31, 2024

Restructuring charges

Cash payments

Other, non-cash adjustments

Balance at December 31, 2025

For the year ended December 31, 2025, the Company incurred approximately $ 1.5 million of expenses related to the restructuring.

Of the $ 1.5 million restructuring expenses in the year ended December 31, 2025, $ 1.0 million is related to the Company’s headquarters operating lease related ROU asset abandonment recorded under general and administrative expense and other expense.

Severance and employee benefits is $ 0.5 million, of which $ 0.3 million was recorded under cost of revenue and $ 0.2 million was recorded under research and development .

For the year ended December 31, 2024, the Company incurred approximately $ 0.7 million of expenses related to the restructuring.

These expenses were primarily for cash payments of severance and employee benefits, majority of which was paid as of December 31, 2024 and less than $ 0.1 million was recorded in accrued liabilities as of December 31, 2024.

The following table summarizes the charges related to restructuring activities by type of cost (amounts in thousands):

Year Ended December 31, 2024

Severance & Employee-Related Costs

Cost of revenue

Research and development expenses

Selling, general and administrative expenses

The restructuring was substantially completed in December 2024 and less than $ 0.1 million was recorded in accrued liabilities on the consolidated balance sheets as of December 31, 2024.

The Company did not incur any facility or other exit costs for transitioning manufacturing operations from Boston into North Carolina and Connecticut, however these are expected to be incurred in 2025.

Long-Term Debt

Loan and Security Agreements

Amended 2022 Revolver

On November 2, 2022, the Company entered into a Loan and Security Agreement (the “2022 Revolver”), by and between, the Company, as borrower, and Silicon Valley Bank (“SVB”), a division of First Citizens Bank, as lender.

The 2022 Revolver provided for a revolving line of credit of up to $ 35.0 million.

The Company was permitted to make interest-only payments on the revolving line of credit through November 2, 2025, at which time all outstanding indebtedness would be immediately due and payable.

The outstanding principal amount of any advance accrued interest

at a floating rate per annum equal to the greater of (i) three and one-half percent ( 3.50 %) and (ii) the “ prime rate ” as published in The Wall Street Journal for the relevant period minus one-half percent ( 0.50 %).

The Company’s obligations under the 2022 Revolver were secured by substantially all of the Company’s assets, excluding its intellectual property, which was subject to a negative pledge.

The revolving line of credit under the 2022 Revolver was scheduled to terminate on November 2, 2025.

The 2022 Revolver also contained certain financial covenants, including a requirement that the amount of unrestricted and unencumbered cash minus advances under the 2022 Revolver, was not less than the amount equal to the greater of (i) $ 10.0 million or (ii) nine ( 9 ) months of cash burn.

The 2022 Revolver contained customary representations and warranties, as well as certain non-financial covenants, including limitations on, among other things, the Company’s ability to change the principal nature of its business, dispose of the Company’s business or property, engage in any change of control transaction, merge or consolidate with any other entity or to acquire all or substantially all the capital stock or property of another entity, incur additional indebtedness or liens, pay dividends or make other distributions on capital stock, redeem the Company’s capital stock, engage in transactions with affiliates or otherwise encumber the Company’s intellectual property, in each case, subject to customary exceptions.

As of December 31, 2022, the outstanding principal balance under the 2022 Revolver was $ 15.0 million, which was repaid in full on January 4, 2023.

The interest rate applicable to borrowing under the 2022 Revolver was 7.0 % as of December 31, 2022.

On March 10, 2023, SVB, one of our financial institutions, was closed by the California Department of Financial Protection and Innovation, which appointed the Federal Deposit Insurance Corporation (“FDIC”) as receiver.

On March 12, 2023, the U.S.

Department of the Treasury, Federal Reserve Board, and FDIC released a joint statement announcing that the FDIC would complete its resolution of SVB in a manner that fully protected all depositors and that depositors would have access to all of their money starting March 13, 2023.

As of March 31, 2023, the Company had transferred substantially all its cash and cash equivalents away from SVB and deposited the funds with new financial institutions.

As a result of the transfer of the Company’s cash, cash equivalents and marketable securities, the Company was in default of its financial covenants under the 2022 Revolver.

The Company recorded a loss on extinguishment of debt of $ 0.5 million in the three months ended March 31, 2023, which was included in interest expense in the consolidated statements of operations.

On August 4, 2023, the Company entered into a Default Waiver and First Amendment to Loan and Security Agreement (the “Amended 2022 Revolver”), by and between, the Company, as borrower, and SVB, as lender.

Loan Revolver

On November 2, 2022, the Company entered into the 2022 Revolver.

On August 4, 2023, the Company entered into the Amended 2022 Revolver, by and between the Company, as borrower, and SVB, as lender.

On September 15, 2025, the Amended 2022 Revolver was extended to February 2, 2026, and on February 5, 2026, the Amended 2022 Revolver was extended to April 2, 2026.

The Amended 2022 Revolver provides for a revolving line of credit of up to $ 10.0 million.

The Company is permitted to make interest-only payments on the revolving line of credit through November 3, 2025, at which time all outstanding indebtedness shall be immediately due and payable.

The outstanding principal amount of any advance shall accrue interest at a floating rate per annum equal to the greater of (i) four and one-half percent ( 4.50 %) and (ii) the “ prime rate ” as published in The Wall Street Journal for the relevant period minus one-half percent ( 0.50 %).

The Company is permitted to make interest-only payments on the revolving line of credit through April 2, 2026, at which time all outstanding indebtedness shall be immediately due and payable.

Journal for the relevant period minus one-half percent ( 0.50 %).

The Company’s obligations under the Amended 2022 Revolver are secured by substantially all of the Company’s assets, excluding its intellectual property, which is subject to a negative pledge.

The revolving line of credit under the Amended 2022 Revolver terminates on November 3, 2025.

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

The Company recorded a credit of $ 0.3 million during the three months ended September 30, 2023 related to the previously recorded early termination penalties.

The Amended 2022 Revolver also contains certain financial covenants, including a requirement that the Company maintain $ 20.0 million on account at or through SVB and the amount of unrestricted and unencumbered cash minus advances under the Amended 2022 Revolver is not less than the amount equal to the greater of (i) $ 10.0 million or (ii)

nine ( 9 ) months of cash burn.

The Amended 2022 Revolver also contains certain financial covenants, including requirements that the Company maintain $ 20.0 million on account at or through SVB and that the amount of unrestricted and unencumbered cash minus advances under the Amended 2022 Revolver is not less than the amount equal to the greater of (i) $ 10.0 million or (ii) nine (9) months of cash burn.

The Amended 2022 Revolver contains customary representations and warranties, as well as certain non-financial covenants, including limitations on, among other things, the Company’s ability to change the principal nature of its business, dispose of the Company’s business or property, engage in any change of control transaction, merge or consolidate with any other entity or to acquire all or substantially all the capital stock or property of another entity, incur additional indebtedness or liens, pay dividends or make other distributions on capital stock, redeem the Company’s capital stock, engage in transactions with affiliates or otherwise encumber the Company’s intellectual property, in each case, subject to customary exceptions.

Post-Retirement Benefit Obligations

Defined Benefit Plan

The Company maintained a foreign pension plan for a 908 Devices GmbH employee in Germany, which grants periodic post-retirement payment for one employee.

In connection with recording the initial purchase accounting of 908 Devices GmbH in August 2022, the Company assumed this pension liability of $ 0.9 million.

The Company also recorded an equal and offsetting indemnification asset in the initial purchase accounting resulting in no net impact to the overall purchase price allocation.

In April 2023, t he Company received notice that the pension obligation had been transferred and no longer in 908 Devices GmbH’s name and therefore t he Company released the $ 0.9 million assignment of the pension liability and paid out the sellers.

The Company did no t contribute to the plan in the year ended December 31, 2024 or 2023.

On March 5, 2026, the Company entered into the Amended 2026 Revolver by and between the Company, as borrower, and SVB, as lender.

The Amended 2026 Revolver provides for a revolving line of credit of up to $ 20.0 million.

The Amended 2026 Revolver supersedes and replaces the Amended 2022 Revolver and its extension upon the execution of the Amended 2026 Revolver.

The Company is permitted to make interest-only payments on the revolving line of credit through March 5, 2028, at which time all outstanding indebtedness shall be immediately due and payable.

The outstanding principal amount of any advance shall accrue interest at a floating rate per annum equal to the greater of (i) six percent (6.00%) or (ii) the “prime rate” as published in The Wall Street Journal.

The Company’s obligations under the Amended 2026 Revolver are secured by substantially all of the Company’s assets, excluding its intellectual property, which is subject to a negative pledge.

Loss before income taxes for continuing operations for the years ended December 31, 2025 and 2024 consisted of the following (in thousands):

The provision for income taxes for the years ended December 31, 2025 and 2024 consisted of the following (in thousands):

Current tax expense (benefit):

Deferred tax expense (benefit):

Total tax benefit

As further described in Note 2, Summary of Significant Accounting Policies , we have elected to prospectively adopt the guidance in ASU 2023-09.

The following table is a reconciliation of our effective income tax rate to the statutory federal income tax rate for the year ended December 31, 2025 in accordance with the guidance in ASU 2023-09:

Year Ended December 31,

Federal statutory income tax rate

State income taxes, net of federal benefit (1)

Foreign tax effects

Tax credits - research and development tax credits

Change in valuation allowance

Nontaxable or nondeductible items

Shortfall on stock option exercises

Effective income tax rate

(1) State taxes in Massachusetts and California made up the majority (greater than 50 percent) of the tax effect in this category.

A reconciliation of the U.S.

federal statutory income tax rate to the Company’s effective income tax rate for the year ended December 31, 2024, prior to our adoption of ASU 2023-09, is as follows:

Year Ended December 31,

Federal statutory income tax rate

State income taxes, net of federal benefit

Federal and state research and development tax credits

Nondeductible items

Change in valuation allowance

Effective income tax rate

Income taxes paid, net of refund received, for the continuing operations during the years ended December 31, 2025 consisted of the following (in thousands):

Federal income taxes

state and local income taxes:

Foreign countries

Total income taxes refund

There were no income taxes paid for the continuing operations during the years ended December 31, 2024.

Significant components of our deferred tax assets and liabilities consisted of the following (in thousands):

Deferred tax assets:

Net operating loss carryforwards

Tax credit carryforwards

Lease liability

Deferred Revenue

Accrued expenses and other

Capitalization under Section 174(a)

Total deferred tax assets

Deferred tax liabilities:

Right-of-use asset

Total deferred tax liabilities

Valuation allowance

Net deferred tax liabilities

As of December 31, 2025, the Company had gross federal and state operating loss carryforwards of $ 147.0 million and $ 94.5 million, respectively.

The federal operating loss carryforward may be available to offset future taxable income and begin to expire in 2032, of which $ 112.6 million of federal gross operating losses do not expire.

As of December 31, 2025, the Company also had U.S.

federal and state research and development tax credit carryforwards of $ 9.1 million and $ 4.9 million, respectively, which may be available to offset future tax liabilities and begin to expire in 2032 and 2030, respectively.

Utilization of the U.S.

federal and state net operating loss carryforwards and research and development tax credit carryforwards may be subject to a substantial annual limitation under Sections 382 and 383 of the Internal Revenue Code of 1986, and corresponding provisions of state law, due to ownership changes that have occurred previously or that could occur in the future.

These ownership changes may limit the amount of carryforwards that can be utilized annually to offset future taxable income or tax liabilities.

In general, an ownership change, as defined by Section 382, results from transactions increasing the ownership of certain stockholders or public groups in the stock of a corporation by more than 50% over a three-year period.

The Company conducted a study to assess whether a change of control has occurred or whether there have been multiple changes of control since inception through March 31, 2025 and has determined that t wo historic ownership changes have occurred as defined by Section 382 .

Both ownership changes are not expected to have a material impact to the Company’s net operating loss carryforwards or research and development tax credit carryforwards as these net

operating losses and tax credit carryforwards may be utilized, subject to annual limitation, assuming sufficient taxable income is generated before expiration.

The Company has not conducted a study to document qualified activities for research and development tax credits generated.

Such a study may result in an adjustment to the Company’s research and development tax credit carryforwards;

however, until a study is completed, and any adjustment is known, no amounts are being presented as an uncertain tax position .

The Company has evaluated the positive and negative evidence bearing upon its ability to realize the deferred tax assets.

Management has considered the Company’s history of cumulative net operating losses incurred since inception and has concluded that it is more likely than not that the Company will not realize the benefits of the deferred tax assets.

Accordingly, as of December 31, 2025 and 2024, a full valuation allowance has been established against the net deferred tax assets, except for deferred tax liabilities recorded under our foreign jurisdiction, which amounted to none and $ 2.0 million as of December 31, 2025 and 2024, respectively.

Changes in the valuation allowance for deferred tax assets related primarily to the change in capitalization under Section 174(a) and net operating loss carryforwards and were as follows (in thousands):

Year Ended December 31,

Valuation allowance as of beginning of year

(Decreases) increases recorded to income tax provision

Valuation allowance as of end of year

As of December 31, 2025 and 2024, the Company had not recorded any amounts for unrecognized tax benefits.

The Company’s policy is to record interest and penalties related to income taxes as part of its income tax provision.

As of December 31, 2025 and 2024, the Company had no accrued interest or penalties related to uncertain tax positions and no amounts had been recognized in the Company’s consolidated statements of operations.

The Company files income tax returns as prescribed by the tax laws of the jurisdictions in which it operates.

In the normal course of business, the Company is subject to examination by federal and state jurisdictions, where applicable.

The Company is open to future tax examination under statute from 2020 to the present;

however, carryforward attributes that were generated prior to 2020 may still be adjusted upon examination by federal, state, or local tax authorities if they either have been or will be used in a future period.

The Company has not received notice of examination by any other jurisdictions for any other tax year open under statute.

On July 4, 2025, the United States Congress passed budget reconciliation bill H.R.

1 referred to as the One Big Beautiful Bill (“OBBB”).

The OBBB contains several changes to corporate taxation including modifications to capitalization of research and development expenses, limitations on deductions for interest expense and accelerated fixed asset depreciation.

While the Company continues to assess the impact of the tax provisions of the OBBB on our consolidated financial statements, the Company currently believes that the tax provisions of the legislation are not expected to have a material impact on its operations.

The impacts of the OBBB are not material to the 2025 consolidated financial statements;

however, impacts to future periods will continue to be evaluated.

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

The warrants are recorded within stockholders’ equity.

Preferred Stock

30 unchanged sentences

On January 29, 2025, 26,042 of these units vested, and the balance remains subject to additional performance conditions.

In December 2025, 40,000 Performance Condition Based PSUs were granted under the 2020 Plan to employees.

Each Performance Condition Based PSU is equivalent in value to one share of the Company’s common stock and related to booking targets for the period up to June 2026.

On January 1, 2026, 22,744 of these units vested, and the balance remains subject to additional performance conditions.

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

49 unchanged sentences

The aggregate intrinsic value of the PSUs vested and released for the years ended December 31, 2025 and 2024 was $ 0.1 million and $ 0.2 million, respectively.

The remaining unrecognized compensation expense for outstanding PSUs as of December 31, 2024 was $ 0.2 million and the weighted-average period over which this cost is expected to be recognized is 1.2 years.

The remaining unrecognized compensation expense for outstanding PSUs as of December 31, 2025 was less than $ 0.1 million and the weighted-average period over which this cost is expected to be recognized is 0.3 year.

Stock-Based Compensation

The Company recorded stock-based compensation expense in the following expense categories of its consolidated statements of operations and comprehensive loss (in thousands):

The Company recorded stock-based compensation expense in the following expense categories of its consolidated statements of operations and comprehensive income (loss) (in thousands):

Year Ended December 31,

5 unchanged sentences

The Company has leases for office space and certain equipment.

The Company’s leases have remaining lease terms ranging from less than one year to approximately seven years .

Some of the leases include options to extend the lease for up to two years and these options were not included for the purpose of determining the right-of-use assets and associated lease liabilities as the Company determined that the renewal of these leases is not reasonably certain.

Some of the leases include options to extend the lease for up to ten years and these options were not included for the purpose of determining the right-of-use assets and associated lease liabilities as the Company determined that the renewal of these leases is not reasonably certain.

The leases do not include any restrictions or covenants that had to be accounted for under the lease guidance.

All of the leases recorded on the consolidated balance sheets as ROU assets are operating leases.

On January 2, 2018, the Company entered a new operating lease in Boston, Massachusetts (the “Lease”), for 37,500 rentable square feet of office space and is considered the Company’s corporate headquarters.

A security deposit of $ 0.5 million was paid to the property owner and the Company issued a warrant to purchase 43,625 shares of Series D preferred stock at a purchase price of $ 5.6351 per share.

The initial fair value of the warrants of $ 0.3 million was recorded as additional rent payments, increasing the value of the ROU asset and preferred stock warrant liability.

The initial term of the lease is through October 2025.

The annualized base rent will increase by 2.5 % annually on the anniversary of the commencement date.

The Company is obligated to pay its portion of real estate taxes and costs

related to the premise, including costs of operations, maintenance, repair, replacement and management of the new leased premises.

In July 2022, the Company entered into a new operating lease agreement in Morrisville, North Carolina (the “New NC Lease”), to expand the Company’s research and development activities focused on its desktop offerings and enable the ability to standup an additional manufacturing site for the Company.

The New NC Lease is for approximately 13,300 rentable square feet and is for a term of 88 months with total lease costs of approximately $ 4.0 million.

The New NC Lease commenced in March 2023.

In October 2022, 908 Devices GmbH entered into a new operating lease agreement in Braunschweig, Germany, as its existing lease was expiring and to increase the existing manufacturing site and set up European base of operations for the Company.

The lease in Braunschweig is for approximately 7,500 rentable square feet and commenced in January 2023.

The lease in Braunschweig is for a term of 60 months with total lease costs of approximately $ 0.4 million.

In July 2025, the Company acquired KAF and entered into an agreement to lease the approximately 11,500 rentable square feet facility in Stamford, Connecticut.

The lease commenced in December 2025 for a term of 25 months with total lease costs of approximately $ 0.4 million.

In June 2025, the Company entered into a new operating lease agreement in Burlington, Massachusetts.

The new lease is for approximately 13,000 rentable square feet and commenced in June 2025 for a term of 50 months with total lease costs of approximately $ 1.9 million.

The Company abandoned its facility in Boston, Massachusetts to relocate the Company’s headquarters and research and development activities to the new Burlington location.

See Note 10, Restructuring .

In February 2025, the Company entered into a new operating lease agreement in Massachusetts to relocate the machine shop from the Company’s headquarters to a lower cost location.

The new lease is for approximately 3,500 rentable square feet and commenced in March 2025 for a term of 60 months with total lease costs of approximately $ 0.2 million.

In April 2024, the Company acquired an operating lease agreement (the “Danbury Lease”) in Danbury, Connecticut as a part of the acquisition of RedWave.

6 unchanged sentences

On the commencement date the Company recorded a right-of-use asset and lease liability of $ 2.1 million, respectively, and is accounted for as an operating lease.

In February 2025, the Company entered into a new operating lease agreement in Massachusetts to relocate the machine shop from the Company’s headquarter to a lower cost location.

The new lease is for approximately 3,500 rentable square feet and commenced in March 2025 for a term of 60 months with total lease costs of approximately $ 0.2 million.

In March 2025, as a part of the Securities and Asset Purchase Agreement (the “Repligen Purchase Agreement”), Repligen Corporation (“Repligen”) assumed the lease obligations for the facility in Braunschweig, Germany and North Carolina.

See Note 21, Subsequent Events .

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

18 unchanged sentences

Operating Leases

The Company’s commitments under its leases are described in Note 15.

The Company’s commitments under its leases are described in Note 16, Leases .

Royalty Arrangements

6 unchanged sentences

Company contributions to the plan may be made at the discretion of the board of directors.

The Company made contributions of $ 0.6 million and $ 0.5 million for the year ended December 31, 2024 and 2023, respectively.

Contingent Consideration – Earnout and Pension Liability

Earnouts and Pension liabilities from acquisition of Trace Analytics GmbH

The Company agreed to pay three milestone based earnouts under the Trace purchase agreement for the total potential payout of $ 2.0 million.

Milestones were based on target revenues, and technical integration of 908 Devices

GmbH (formerly Trace Analytics) systems and knowledge, and ranged from the closing date of August 3, 2022 to June 30, 2024.

In addition, the Company withheld $ 0.9 million of consideration.

During 2023, the Company received notice that the pension obligation had been transferred and was no longer in Trace’s name and therefore the Company released the $ 0.9 million assignment of the pension liability.

The Trace acquisition consideration withheld in respect of the pension plan was paid out to the sellers in April 2023 .

Two of three milestone based earnouts were achieved and a $ 0.5 million payment was made in August 2023 and a $ 0.5 million payment was made in February 2024.

During the fourth quarter of 2023, the probability weighted fair value of the future earnout was determined to be zero.

Accordingly, the accumulated accretion under the last milestone and the relative contingent consideration have been reduced to zero .

See Note 3, Fair Value Measurements .

Earnouts from acquisition of RedWave Technology

The Company may also be obligated to issue up to an additional 4,000,000 unregistered shares of the Company’s common stock as contingent consideration to the Beneficial Sellers in connection with the acquisition of RedWave, based on the amount of revenue the Company generates from the sale of certain RedWave products and services during the two -year period from May 1, 2024 through April 30, 2026, as set forth in more detail the Purchase Agreement.

The Company made contributions of $ 0.4 million and $ 0.3 million for the years ended December 31, 2025 and 2024, respectively.

Contingent Consideration – Earnout from acquisition of RedWave Technology

The Company may be obligated to issue up to an additional 4,000,000 unregistered shares of the Company’s common stock as contingent consideration to the Beneficial Sellers in connection with the acquisition of RedWave, based on the amount of revenue the Company generates from the sale of certain RedWave products and services during

the two -year period from May 1, 2024 through April 30, 2026, as set forth in more detail the Purchase Agreement.

If the earnout revenue achieved during the period is at least $ 37 million, the Company will be obligated to issue at least 1,000,000 contingent shares, which number of contingent shares will be increased based on the amount of earnout revenue achieved during the period, up to a maximum of 4,000,000 contingent shares for earnout revenue equal to or greater than $ 45 million.

12 unchanged sentences

The Company expenses as incurred the costs related to such legal proceedings.

The Company’s basic and diluted net loss per share was $ 2.12 and $ 1.13 for the years ended December 31, 2024 and 2023, respectively.

Net Income (Loss) per Share

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

Year Ended December 31,

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

Net loss from continuing operations attributable to common stockholders

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

Net income (loss) attributable to common stockholders

Weighted average common shares outstanding - basic and diluted

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

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

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

The Company utilizes the control number concept in the computation of diluted earnings per share to determine whether potential common stock equivalents are dilutive.

The control number used is net loss from continuing operations.

The control number concept requires that the same number of potentially dilutive securities applied in computing diluted earnings per share from continuing operations be applied to all other categories of income or loss, regardless of their anti-dilutive effect on such categories.

Since the Company had a net loss from continuing operations for all periods presented, no dilutive effect has been recognized in the calculation of income from discontinued operations per share.

Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss from continuing operations and net (loss) income from discontinued operations per share attributable to common stockholders are the same.

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

For periods in which the Company reports a net loss from continuing operations, regardless of net (loss) income from discontinued operation, diluted net (loss) income per share attributable to common stockholders is the same as basic net (loss) income per share attributable to common stockholders since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive.

As the Company has reported a net loss from continuing operations during the year ended December 31, 2025 and 2024, basic net (loss) income per share is the same as diluted net loss per share.

The Company’s potential dilutive securities have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share.

5 unchanged sentences

Restricted stock units

During the years ended December 31, 2024 and 2023, the Company recognized an income tax benefit of $ 0.3 million and $ 0.2 , respectively.

The income tax benefit recognized during the years ended December 31, 2024 and 2023, primarily resulted from a reduction in the deferred tax liabilities recorded as part of our acquisition of 908 Devices GmbH.

During the years ended December 31, 2024 and 2023, the Company did not record income tax benefits for the net operating losses incurred or for the research and development tax credits generated in each year, due to its uncertainty of realizing a benefit from those items.

A reconciliation of the U.S.

federal statutory income tax rate to the Company’s effective income tax rate is as follows:

Year Ended December 31,

Federal statutory income tax rate

State income taxes, net of federal benefit

Federal and state research and development tax credits

Nondeductible items

Change in valuation allowance

Effective income tax rate

Net deferred tax liabilities consisted of the following (in thousands):

Deferred tax assets:

Net operating loss carryforwards

Research and development tax credit carryforwards

Lease liability

Deferred Revenue

Accrued expenses and other

Capitalization under Section 174(a)

Total deferred tax assets

Deferred tax liabilities:

Right-of-use asset

Intangible assets

Total deferred tax liabilities

Valuation allowance

Net deferred tax liabilities

As of December 31, 2024, the Company had gross federal and state operating loss carryforwards of $ 127.9 million and $ 92.5 million, respectively, which may be available to offset future taxable income and begin to expire in 2032 and 2025, respectively, of which $ 93.5 million of federal gross operating losses do not expire.

As of December 31, 2024, the Company also had U.S.

federal and state research and development tax credit carryforwards of $ 8.6 million and $ 4.8 million, respectively, which may be available to offset future tax liabilities and begin to expire in 2032 and 2030, respectively.

Utilization of the U.S.

These ownership changes may limit the amount of carryforwards that can be utilized annually to offset future taxable income or tax liabilities.

The Company conducted a study to assess whether a change of control has occurred or whether there have been multiple changes of control since inception through March 1, 2022 and has determined that t wo historic ownership changes have occurred as defined by Section 382 .

Both ownership changes are not expected to have a material impact to the Company’s net operating loss carryforwards or research and development tax credit carryforwards as these net operating losses and tax credit carryforwards may be utilized, subject to annual limitation, assuming sufficient taxable income is generated before expiration.

The Company has not conducted a study to document qualified activities for research and development tax credits generated.

Such a study may result in an adjustment to the Company’s research and development tax credit carryforwards;

however, until a study is completed, and any adjustment is known, no amounts are being presented as an uncertain tax position .

The Company has evaluated the positive and negative evidence bearing upon its ability to realize the deferred tax assets.

Accordingly, as of December 31, 2024 and 2023, a full valuation allowance has been established against the net deferred tax assets, except for deferred tax liabilities recorded under our foreign jurisdiction, which amounted to $ 2.0 million and $ 2.4 million as of December 31, 2024 and 2023, respectively.

Changes in the valuation allowance for deferred tax assets related primarily to the increase in net operating loss carryforwards and research and development tax credit carryforwards and were as follows (in thousands):

Year Ended December 31,

Valuation allowance as of beginning of year

Increases recorded to income tax provision

Valuation allowance as of end of year

As of December 31, 2024 and 2023, the Company had not recorded any amounts for unrecognized tax benefits.

The Company’s policy is to record interest and penalties related to income taxes as part of its income tax provision.

As of December 31, 2024 and 2023, the Company had no accrued interest or penalties related to uncertain tax positions and no amounts had been recognized in the Company’s consolidated statements of operations.

The Company files income tax returns as prescribed by the tax laws of the jurisdictions in which it operates.

In the normal course of business, the Company is subject to examination by federal and state jurisdictions, where applicable.

The Company is open to future tax examination under statute from 2020 to the present;

The Company has not received notice of examination by any other jurisdictions for any other tax year open under statute.

Acquisition of KAF Manufacturing Company, Inc.

On July 1, 2025, the Company entered into an asset purchase agreement with KAF.

The purchase price included an initial payment of $ 2.0 million in cash, and a contingent obligation to pay an additional $ 0.75 million in cash in six months following the closing of the transaction if certain operating requirements have been satisfied in accordance with the terms of the asset purchase agreement.

The transaction closed on July 1, 2025, at which time certain KAF assets were acquired and 15 employees were hired by the Company.

The Company believes this acquisition will enable it to strengthen and secure its supply chain for critical FTIR components.

The preliminary purchase price allocation related to the acquisition of KAF is complete.

The Company has retained an independent valuation firm to assess the fair value of the identified intangible assets and certain tangible assets acquired.

The Company has accounted for the acquisition of KAF as a business combination under U.S.

Under the acquisition method of accounting, the assets of KAF have been recorded as of the acquisition date, at their respective fair values, and consolidated with those of the Company.

In June 2025, the Company entered into a Master Supply Agreement with an OEM Customer, who is an existing customer of the Company and a customer of KAF.

On July 1, 2025, the Company also entered into a short-term nine month lease agreement, which includes extension options under the Company’s control through March 2028, with the KAF owners for the 11,500 rentable square feet building in Stamford, Connecticut.

In accordance with ASC 805-10-25-20 through 25-22, these contractual arrangements were accounted separately from the business combination.

See Note 16, Leases for further information.

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

The results of KAF’s operations have been included in the Company’s consolidated financial statements since the date of the acquisition.

Pro forma financial information reflecting the acquisition has not been presented because the impact, individually and collectively, on revenues and net income (loss) is not material.

Fair Value of Net Assets Acquired

Subsequent to the acquisition date, no measurement period adjustments were recognized.

The following table presents the primary allocation of the consideration paid on the acquisition date for the KAF transaction (amounts in thousands):

Consideration Transferred:

Contingent consideration - earnout

Total consideration transferred

Assets acquired:

Standard tools and machinery

Identifiable Intangible assets

Customer Relationships

In December 2025, the $ 0.75 million contingent consideration was paid following the satisfaction of the certain operating requirements in accordance with the terms of the asset purchase agreement.

See Note 4, Fair Value Measurements , for the measurement of the contingent consideration.

The fair value of standard tools and machinery was determined using the cost approach which includes assumptions related to replacement cost, physical deterioration, economic obsolescence, and scrap value, or the market approach which includes adjustments for physical condition of comparable standard tools or machinery sold.

The fair value of the customer relationships was calculated using a distributor method, a form of the income approach, which incorporates a variation of the multi-period excess earnings method that uses market-based inputs to value an asset.

Under this method, the value of the asset is a function of several components, including revenue associated with the existing customers, distributor profit margin, charges for use of other assts and discount rate.

Intangible assets acquired have a finite life and are amortized per our accounting policy.

See Note 2, Summary of Significant Accounting Policies , for the amortization periods.

Acquisition of RedWave Technology

4 unchanged sentences

The transaction closed on April 29, 2024, at which time RedWave became a wholly-owned subsidiary of the Company.

The Company may also be obligated to issue up to an additional 4,000,000 unregistered shares of the Company’s common stock as contingent consideration (see Note 16).

The Company may also be obligated to issue up to an additional 4,000,000 unregistered shares of the Company’s common stock as contingent consideration (see Note 17, Commitments and Contingencies ).

The Company has accounted for the acquisition of RedWave as a business combination under U.S.

1 unchanged sentence

The Company has allocated the purchase price to the net tangible and intangible assets and liabilities assumed based on their fair values as of April 29, 2024.

The valuation of assets acquired and liabilities assumed has not yet been finalized as of December 31, 2024.

Finalization of the valuation during the measurement period could result in a change in the amounts recorded for the acquired intangible assets, goodwill and among other items.

The completion of the valuation will occur no later than one year from the acquisition date and no measurement period adjustments have been made since the acquisition date of April 29, 2024.

Consideration Transferred:

26 unchanged sentences

The unaudited pro forma results do not reflect any operating efficiencies or potential cost savings which may result from the consolidation of the operations of the Company and RedWave.

Accordingly, these unaudited pro forma results are presented for informational purposes only and are not necessarily indicative of the results of operations that would

have been achieved had the acquisition occurred on January 1, 2023, nor are they intended to represent or be indicative of future results of operations (in thousands):

Accordingly, these unaudited pro forma results are presented for informational purposes only and are not necessarily indicative of the results of operations that would have been achieved had the acquisition occurred on January 1, 2023, nor are they intended to represent or be indicative of future results of operations (in thousands):

Year Ended December 31,

Revenue (unaudited)

Pre-tax loss (unaudited)

Pre-tax loss from continuing operation (unaudited)

Supplemental pro forma pre-tax loss for the year ended December 31, 2024 was adjusted to exclude $ 2.3 million of acquisition-related costs, and include additional $ 2.9 million of intangible amortization costs.

2023 supplemental pro forma earnings were adjusted to include $ 2.3 million of acquisition-related costs, and $ 2.9 million of intangible amortization costs.

Segment Reporting and Geographic Data

The Company has determined that it operates and is managed as one operating segment on a consolidated basis and its Chief Executive Officer is the CODM (see Note 2).

Segment Reporting

The Company has determined that it operates and is managed as one operating segment on a consolidated basis and its Chief Executive Officer is the CODM (see Note 2, Summary of Significant Accounting Policies ).

The Company’s CODM is regularly provided R&D expenses, sales and marketing expenses, general and administrative expenses and total assets.

5 unchanged sentences

Total revenue

Significant segment expenses(incomes)

Significant segment expenses(income)

Cost of revenues

2 unchanged sentences

General and administrative

Goodwill impairment

Change in fair value of contingent consideration

Goodwill impairment

Other segment items (1)

Net loss from continuing operations

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

Net income (loss)

(1) I ncludes interest income, interest expense, other expense, net and benefit for income taxes.

See Note 2 for revenue by country.

Long-lived assets by geography are summarized as follows (in thousands):

Long-lived assets (1) by country:

United States

All other countries

Total long-lived assets

(1) Long-lived assets exclude goodwill, other intangible assets and other assets.

The CODM is not provided any asset information other than total assets as presented on the consolidated balance sheet.

Subsequent Event

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

Subsequent Events

Grant of Restricted Stock Units and Stock Options under the 2020 Plan

On March 3, 2025, the Company granted 1,875,384 restricted stock units to employees under the 2020 Stock Plan.

The restricted stock units vest over a three -year period.

The restricted stock units were valued based on market value of the Company’s closing stock price at the date of grant and had an aggregate fair value of $ 3.7 million, which is being amortized as stock compensation expense over the vesting term.

On March 3, 2025, the Company granted 286,829 stock options to employees under the 2020 Stock Plan.

On February 2, 2026, the Company granted 185,384 stock options and 424,074 restricted stock units to employees under the 2020 Stock Plan.

The stock options vest over a three -year period.

1 unchanged sentence

The total fair value of these stock options at the grant date was $ 0.9 million using the Black-Scholes option pricing model, and the value is being amortized as stock compensation expense over the vesting term.

Divestment of Desktop Products

On March 4, 2025 (the “Closing Date”), the Company entered into the Repligen Purchase Agreement with Repligen to sell our desktop devices used in bioprocessing and life science research (the “Transaction”).

On the Closing Date, the sale was completed for aggregate cash proceeds of approximately $ 66.0 million after transaction costs.

We will record gain on sale, which will be included as a component of income from discontinued operations in the consolidated statements of operations for the three months ended March 31, 2025.

As a part of the Repligen Purchase Agreement, Repligen acquired from the Company 100 % of the Company’s direct interests in 908 Devices GmbH, a wholly owned subsidiary of the Company.

In addition, in connection with the Transaction, Repligen assumed the lease obligations for the facility in North Carolina and entered into employment agreements with more than fifty employees of the Company.

In conjunction with the Repligen Purchase Agreement, the Company and Repligen also entered into a supply agreement to supply certain products manufactured and/or sold by the Company to Repligen (the “Supply Agreement”), as well as an agreement to provide to Repligen or, at Repligen’s election, its Subsidiaries, certain transition services in relation to the Desktop portfolio (the “Transition Services Agreement”).

Subsequent to the Closing Date, and anticipated to be in March 2025, the Company will terminate the remaining employees that were previously supporting the Desktop Business and not providing transition services support.

In early March 2025, the Transaction met all the conditions to be classified as assets held for sale.

The Company considered the Transaction to represent a strategic shift that will have a major effect on its operations and financial results.

Therefore, the Transaction represents a discontinued operation.

The Company stopped depreciating the property, plant and equipment of our desktop devices used in bioprocessing and life science research on the date the Transaction met all the held for sale conditions.

The restricted stock units vest over a three-year period.

The restricted stock units were valued based on market value of the Company’s closing stock price at the date of grant and had an aggregate fair value of $ 2.6 million, which is being amortized as stock compensation expense over the vesting term.

On March 2, 2026, the Company granted 463,840 restricted stock units to employees under the 2020 Stock Plan.

The restricted stock units vest over a three -year period.

The restricted stock units were valued based on market value of the Company’s closing stock price at the date of grant and had an aggregate fair value of $ 3.1 million, which is being amortized as stock compensation expense over the vesting term.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data