21 unchanged sentences
We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB.
−Removed: Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
+Added: Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.
29 unchanged sentences
Total current liabilities
−Removed: Long-term debt
Operating lease liabilities, net of current portion
1 unchanged sentence
Deferred income taxes
−Removed: Other long-term liabilities
+Added: Contingent consideration
Total liabilities
17 unchanged sentences
Product revenue
−Removed: Service revenue
−Removed: Contract revenue
+Added: Service and contract revenue
Total revenue
1 unchanged sentence
Product cost of revenue
−Removed: Service cost of revenue
−Removed: Contract cost of revenue
+Added: Service and contract cost of revenue
Total cost of revenue
2 unchanged sentences
Selling, general and administrative
+Added: Change in fair value of contingent consideration
+Added: Goodwill impairment
Total operating expenses
16 unchanged sentences
Year Ended December 31,
−Removed: Other comprehensive income
+Added: Other comprehensive income (loss)
Foreign currency translation adjustment
Unrealized gain on marketable securities, net of tax of $ 0
−Removed: Total other comprehensive income
+Added: Total other comprehensive income (loss)
Comprehensive loss
10 unchanged sentences
Foreign currency translation adjustments
+Added: Unrealized gain on marketable securities
Balances at December 31, 2023
1 unchanged sentence
Stock-based compensation expense
+Added: 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
−Removed: Unrealized gain on marketable securities
Balances at December 31, 2024
6 unchanged sentences
Adjustments to reconcile net loss to net cash used in operating activities:
+Added: Goodwill impairment
Depreciation and amortization expense
3 unchanged sentences
Net amortization of premiums and accretion of discounts on marketable securities
+Added: Loss on disposal of property and equipment
Provision for credit losses
1 unchanged sentence
Deferred income tax
−Removed: Changes in operating assets and liabilities:
+Added: Changes in operating assets and liabilities, net of business combinations:
Accounts receivable, net
5 unchanged sentences
Operating lease liabilities
−Removed: Other long-term liabilities
Net cash used in operating activities
2 unchanged sentences
Purchases of marketable securities
−Removed: Proceeds from sales and maturities of marketable securities
−Removed: Acquisitions, net of cash acquired
+Added: Acquisition of RedWave Technology, net of cash acquired
+Added: Proceeds from maturities of marketable securities
Net cash used in investing activities
2 unchanged sentences
Proceeds from issuance of common stock
−Removed: Payments of public offering costs
−Removed: Proceeds from borrowings on revolving line of credit
Repayment on revolving line of credit
Payments for contingent consideration
−Removed: Net cash (used in) provided by financing activities
+Added: Net cash used in financing activities
Effect of foreign exchange rate changes on cash and cash equivalents
6 unchanged sentences
Transfers of property and equipment to inventory
+Added: Fair value of common stock issued for acquisition of RedWave Technology
+Added: Cash paid for taxes
Reconciliation of cash, cash equivalents and restricted cash:
Cash and cash equivalents
−Removed: Restricted cash included in prepaid expenses and other current assets
Restricted cash included in other long-term assets
Total cash, cash equivalents and restricted cash shown in the statement of cash flows
−Removed: Supplemental disclosure of cash flow information:
−Removed: Cash paid for interest
The accompanying notes are an integral part of these consolidated financial statements.
10 unchanged sentences
The Company operates in an environment of rapid change in technology and competition.
−Removed: Underwritten Public Offerings
−Removed: On December 22, 2020, the Company completed its initial public offering (“IPO”), pursuant to which it issued and sold 7,475,000 shares of common stock, inclusive of 975,000 shares pursuant to the full exercise of the underwriters’ option to purchase additional shares.
−Removed: The Company received net proceeds of $ 136.6 million after deducting underwriting discounts and commissions and other offering costs .
−Removed: Upon the closing of the IPO, all of the shares of the Company’s outstanding redeemable convertible preferred stock then outstanding automatically converted into 14,691,929 shares of common stock.
−Removed: On November 15, 2021, the Company completed an underwritten public offering, pursuant to which it issued and sold 3,150,000 shares of common stock at a public offering price of $ 32.00 per share (the “November 2021 Offering”).
−Removed: The Company received net proceeds of $ 94.4 million after deducting underwriting discounts and commissions and other offering costs.
−Removed: The Company acquired Trace Analytics GmbH, located in Braunschweig, Germany in August 2022.
−Removed: In February 2023, Trace Analytics GmbH formally changed its name to 908 Devices GmbH.
−Removed: 908 Devices GmbH is a leading provider of online analysis systems for biotech applications in research, development, and production.
−Removed: 908 Devices GmbH’s products are used for monitoring and control of complex processes in industrial pharmaceutical productions under continuous measurement conditions.
−Removed: With the acquisition of 908 Devices GmbH, the Company acquired enabling sampling technology that it expects to integrate within future product offerings.
+Added: The Company acquired CAM2 Technologies, LLC (d/b/a RedWave Technology) (“RedWave”), located in Danbury, Connecticut in April 2024.
+Added: RedWave is a leading provider of portable FTIR spectroscopic analyzers for rapid chemical identification of bulk materials.
+Added: FTIR (Fourier Transform Infrared), an optical spectroscopy technology, is highly regarded for its specific substance identification abilities across a broad range of bulk materials.
+Added: This acquisition provides the Company with an expanded portfolio of handheld chemical analysis devices for forensic workflows that quickly detect and identify unknown solids, liquids, vapors, and aerosols at the point of need.
+Added: 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.
2 unchanged sentences
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”).
−Removed: The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, 908 Devices Securities Corporation, 908 Devices (Shanghai) Technology Co., Ltd.
+Added: 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.
6 unchanged sentences
The Company may seek additional funding through private or public equity financings, debt financings, collaborations, strategic alliances and marketing, channel partner, or licensing arrangements.
−Removed: 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.
+Added: The Company may not be able to obtain financing on acceptable terms, or at
+Added: 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.
1 unchanged sentence
Although management continues to pursue these financing plans, there is no assurance that the Company will be successful in obtaining sufficient funding on terms acceptable to the Company to fund continuing operations, if at all.
+Added: Reclassifications
+Added: Certain prior year amounts have been reclassified for consistency with the current year presentation.
+Added: These reclassifications had no effect on the reported results of operations and comprehensive loss or cash flows.
+Added: 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.
Summary of Significant Accounting Policies
1 unchanged sentence
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting periods.
−Removed: Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, revenue recognition and accounts receivable, the valuation of inventory, fair value of assets acquired and liabilities assumed in acquisitions and the valuation of stock-based awards.
+Added: Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, revenue recognition and accounts receivable, the valuation of inventory, fair value of assets acquired and liabilities assumed in acquisitions, estimated fair value used to record impairment charges related to goodwill, fair value of contingent consideration, and the valuation of stock-based awards.
The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances.
−Removed: Due to the rising inflation and higher interest rates, there has been uncertainty and disruption in the global economy and financial markets.
+Added: Due to the impact of inflation and changes in interest rates, there has been uncertainty and disruption in the global economy and financial markets.
The Company is not aware of any specific event or circumstance that would require further updates to its estimates or judgments or a revision of the carrying value of its assets or liabilities as of the date of issuance of these consolidated financial statements.
10 unchanged sentences
Significant customers are those that accounted for 10 % or more of the Company’s total revenue or accounts receivable.
+Added: 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.
−Removed: represented 28 % of total revenue for the year ended December 31, 2022.
As of December 31, 2024, one customer accounted for 15 % of gross accounts receivable.
−Removed: As of December 31, 2022, two customers accounted for 20 % and 12 %, respectively, of gross accounts receivable.
+Added: As of December 31, 2023, one customer accounted for 19 % of gross accounts receivable.
Certain of the components included in the Company’s products are obtained from a sole source, a single source or a limited group of suppliers.
−Removed: 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.
+Added: Although the Company seeks to reduce dependence on those limited sources of suppliers and
+Added: 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
7 unchanged sentences
Amounts deemed uncollectible are charged or written-off against the reserve.
−Removed: As of December 31, 2023 and December 31, 2022, the Company recorded a $ 0.4 million allowance and less than a $ 0.1 million allowance for credit losses, respectively.
+Added: As of December 31, 2024 and December 31, 2023, the Company recorded a $ 0.5 million allowance and a $ 0.4 million allowance for credit losses, respectively.
The following is a summary of the activity of the Company’s allowance for credit losses (in thousands):
12 unchanged sentences
The Company has determined that certain sales incentive programs meet the requirements to be capitalized.
−Removed: Total capitalized costs to obtain a contract were not significant during
−Removed: the periods presented and are included in other current assets and other long-term assets in the Company’s consolidated balance sheets.
+Added: 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.
The Company accounts for leases under ASC 842, Leases (“ASC 842”).
−Removed: 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.
+Added: 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
+Added: substantially all of the asset’s economic benefits.
The Company determines if an arrangement is a lease or contains an embedded lease at inception.
23 unchanged sentences
The Company does not refurbish such device or reverse transfer the device to inventory.
−Removed: Impairment of Long-Lived Assets
−Removed: Long-lived assets consist of operating lease right-of-use assets and property and equipment.
−Removed: Long-lived assets to be held and used are tested for recoverability whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable.
−Removed: Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends and significant changes or planned changes in the use of the assets.
−Removed: If an impairment review is performed to evaluate a long-lived asset group for recoverability, the Company compares forecasts
−Removed: of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset group to its carrying value.
−Removed: An impairment loss can be recognized in loss from operations when estimated undiscounted future cash flows expected to result from the use of an asset group are less than its carrying amount.
−Removed: The impairment loss is based on the excess of the carrying value of the impaired asset group over its fair value, determined based on discounted cash flows.
−Removed: The Company did not record any impairment losses on long-lived assets during the years ended December 31, 2023 and 2022.
Software Development Costs
5 unchanged sentences
Certain assets and liabilities are carried at fair value under GAAP.
−Removed: 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.
+Added: 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
+Added: 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.
16 unchanged sentences
If the Company has the intent to sell the security or it is more likely than not that the Company will be required to sell the security prior to recovery of its amortized cost basis, then the allowance for the credit loss is written-off and the excess of the amortized cost basis of the asset over its fair value is recorded in the consolidated statements of operations.
−Removed: There were no credit losses recorded for the year ended December 31, 2023.
+Added: There were no credit losses recorded for the years ended December 31, 2024 or 2023.
Goodwill and Intangible Assets
Goodwill is not amortized, but is evaluated for impairment on an annual basis, or on an interim basis when events or changes in circumstances indicate that the carrying value may not be recoverable.
−Removed: In assessing the recoverability of goodwill, the Company must make assumptions regarding the estimated future cash flows, and other factors, to determine the fair value of these assets.
−Removed: If these estimates or their related assumptions change in the future, the Company may be required to record impairment charges against these assets in the reporting period in which the impairment is determined.
−Removed: The Company tests goodwill for impairment at the reporting unit level, which is the operating segment, in the fourth quarter of every year.
+Added: In assessing the recoverability of goodwill, the Company must make assumptions regarding the estimated future cash flows, the estimated control premium, and other factors, to determine the fair value.
+Added: If these estimates or their related assumptions change in the future, the Company may be required to record impairment charges in the reporting period in which the impairment is determined.
+Added: The Company tests goodwill for impairment at the reporting unit level, which is the operating segment, in the fourth quarter of every fiscal year.
The Company has the option of performing a qualitative assessment to determine whether further impairment testing is necessary before performing the quantitative assessment.
−Removed: If as a result of the qualitative assessment, it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, a quantitative impairment test will be required.
+Added: If as a result of the qualitative
+Added: 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.
If the fair value of the reporting unit exceeds the carrying value of the net assets, goodwill is not impaired.
−Removed: If the fair value of the reporting unit is less than the carrying value, the difference is recorded as an impairment loss up to the amount of goodwill.
+Added: If the fair value of the reporting unit is less than the carrying value, the difference is recorded as an impairment loss.
Intangible assets with a finite useful life are recorded at cost, net of accumulated amortization and are amortized on a straight-line basis over their estimated useful lives as follows:
16 unchanged sentences
Segment Information
−Removed: The Company manages its operations as a single segment for the purposes of assessing performance and making operating decisions.
−Removed: The Company provides a suite of purpose-built handheld and desktop mass spectrometry devices for use in a broad array of markets.
+Added: The Company manages its operations on a consolidated basis and as a single segment for the purposes of assessing performance and making operating decisions.
+Added: 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.
−Removed: The Company has determined that its chief operating decision maker is its Chief Executive Officer.
−Removed: See Note 18, Segment Reporting and Geographic Data , for disclosure of tangible assets by Geographic locations.
+Added: The Company has determined that its chief operating decision maker (“CODM”) is its Chief Executive Officer.
+Added: See Note 20, Segment Reporting and Geographic Data , for disclosure of significant segment expenses and tangible assets by Geographic locations.
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:
−Removed: (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.
+Added: (1) identification of the contract, or contracts, with a customer,
+Added: (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.
2 unchanged sentences
Allocation of the transaction price is determined at the contract’s inception and is not updated to reflect changes between contract inception and when the performance obligations are satisfied.
+Added: Contract assets arise from unbilled amounts in customer arrangements when revenue recognized exceeds the amount billed to the customer and the Company’s right to payment is not only subject to the passage of time.
+Added: The Company had no contract assets related to revenue as of December 31, 2024 or 2023.
+Added: Contract liabilities represent the Company’s obligation to transfer goods or services to a customer for which it has received consideration (or the amount is due) from the customer.
+Added: The Company has determined that its only contract liability related to deferred revenue, which consists of amounts that have been invoiced but that have not been recognized as revenue.
+Added: Amounts expected to be recognized as revenue within 12 months of the balance sheet date are classified as current deferred revenue and amounts expected to be recognized as revenue beyond 12 months of the balance sheet date are classified as noncurrent deferred revenue.
Product and Service Revenue
8 unchanged sentences
For extended warranty and support, control transfers to the customer over the term of the arrangement.
−Removed: Revenue for extended warranty and support is
−Removed: recognized based upon the period of time elapsed under the arrangement as this period represents the transfer of benefits or services under the agreement.
+Added: Revenue for extended warranty and support is recognized based upon the period of time elapsed under the arrangement as this period represents the transfer of benefits or services under the agreement.
The Company recognizes a receivable at the point in time at which it has an unconditional right to payment.
5 unchanged sentences
The Company does not enter into significant financing agreements or other forms of variable consideration.
−Removed: Contract assets arise from unbilled amounts in customer arrangements when revenue recognized exceeds the amount billed to the customer and the Company’s right to payment is not only subject to the passage of time.
−Removed: The Company had no contract assets related to product or service revenue as of December 31, 2023 or 2022.
−Removed: Contract liabilities represent the Company’s obligation to transfer goods or services to a customer for which it has received consideration (or the amount is due) from the customer.
−Removed: The Company has determined that its only contract liability related to product and service revenue is deferred revenue, which consists of amounts that have been invoiced but that have not been recognized as revenue.
−Removed: Amounts expected to be recognized as revenue within 12 months of the balance sheet date are classified as current deferred revenue and amounts expected to be recognized as revenue beyond 12 months of the balance sheet date are classified as noncurrent deferred revenue.
−Removed: The following is a summary of the activity of the Company’s deferred revenue related to product and service revenue (in thousands):
+Added: Contract Revenue
+Added: 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.
+Added: 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.
+Added: 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).
+Added: 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.
+Added: The Company includes the unconstrained amount of consideration in the transaction price.
+Added: 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.
+Added: 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.
+Added: Any such adjustments are recorded on a cumulative catch-up basis in the period of adjustment.
+Added: The following is a summary of the activity of the Company’s deferred revenue (in thousands):
Year Ended December 31,
1 unchanged sentence
Recognition of revenue included in balance at beginning of the period
−Removed: Other adjustments
+Added: Deferred revenue acquired, net of revenue recognized
Revenue deferred during the period, net of revenue recognized
1 unchanged sentence
The amount of deferred revenue equals the transaction price allocated to unfulfilled performance obligations for the period presented.
−Removed: Such deferred revenue amounts related to product and service revenue are expected to be recognized in the future as follows (in thousands):
+Added: Such deferred revenue amounts related to revenue are expected to be recognized in the future as follows (in thousands):
Deferred revenue expected to be recognized in:
2 unchanged sentences
Three years and beyond
−Removed: Contract Revenue
−Removed: 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.
−Removed: To date, these contracts are primarily with the U.S.
−Removed: government or commercial entities contracting with the U.S.
−Removed: government, but the Company has also had such contracts with commercial partners.
−Removed: The Company’s contracts with the U.S.
−Removed: government typically are subject to the
−Removed: Federal Acquisition Regulation (“FAR”) and are priced based on estimated or actual costs of producing goods or providing services.
−Removed: The FAR provides guidance on the types of costs that are allowable in establishing prices for goods or services provided under U.S.
−Removed: government contracts.
−Removed: The pricing for non-U.S.
−Removed: government contracts is based on the specific negotiations with each customer.
−Removed: Under the typical payment terms of U.S.
−Removed: government fixed-price contracts, the customer pays in accordance with the terms of the specific agreement, but generally through progress payments.
−Removed: If these progress payments are made in advance, these payments are recorded as a contract liability, classified as deferred revenue within the accompanying consolidated balance sheet, until the Company provides the underlying services.
−Removed: government cost-type contracts, the customer generally pays for actual costs incurred within a short period of time.
−Removed: For contracts with commercial partners, payments are made in accordance with the terms of the specific agreement.
−Removed: For agreements which call for milestone payments, to the extent the Company does not conclude that it is probable that a significant reversal of cumulative revenue will occur, a contract asset is generated until the Company is permitted to bill for costs incurred, which is classified as prepaid expense and other current assets in the accompanying consolidated balance sheet.
−Removed: In some cases, payments received in advance under license agreements are recorded as deferred revenue and recognized over the respective contract term, absent any other performance obligations.
−Removed: 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.
−Removed: 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 result in differing performance obligations and payment terms (cost plus, fixed price agreements among others).
−Removed: 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.
−Removed: The Company includes the unconstrained amount of consideration in the transaction price.
−Removed: 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.
−Removed: 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.
−Removed: Any such adjustments are recorded on a cumulative catch-up basis in the period of adjustment.
−Removed: Contract assets arise from unbilled amounts in customer arrangements when revenue recognized exceeds the amount billed to the customer and the Company’s right to payment is not just subject to the passage of time.
−Removed: The Company includes contract assets within prepaid and other current assets in the accompanying consolidated balance sheet.
−Removed: The Company had no contract assets related to contract revenue as of December 31, 2023 and $ 0.4 million of contract assets related to contract revenue as of December 31, 2022.
−Removed: Contract liabilities represent the Company’s obligation to transfer goods or services to a customer for which it has received consideration (or the amount is due) from the customer.
−Removed: As of December 31, 2023, the Company had no contract liabilities.
−Removed: As of December 31, 2022, the Company had contract liabilities of $ 2.5 million, which was recognized as product revenue as the Company satisfied its performance obligations under the AVCAD production contract during the year 2023.
−Removed: The Company recognizes deferred revenue by first allocating from the beginning deferred revenue balance to the extent that the beginning deferred revenue balance exceeds the revenue to be recognized.
−Removed: Billings during the period are added to the deferred revenue balance to be recognized in future periods.
−Removed: As of December 31, 2023, the Company held no wholly- or partially-unsatisfied performance obligations related to contract agreements entered prior to period end.
Distribution Channels
3 unchanged sentences
Disaggregated Revenue
−Removed: The Company’s product and service revenue consists of sales of devices and recurring revenue which includes consumables, accessories and the sale of service and extended warranty plans.
+Added: The Company’s revenue consists of sales of devices and recurring revenue which includes consumables, accessories, the sale of service and extended warranty plans and contract revenue.
The following table presents the Company’s revenue by revenue stream (in thousands):
Year Ended December 31,
−Removed: Product and service revenue:
Device sales revenue
Recurring revenue
−Removed: Total product and service revenue
Contract revenue
Total revenue
−Removed: The following table presents the Company’s product and service revenue by device type (in thousands):
+Added: The following table presents the Company’s revenue by device type (in thousands):
Year Ended December 31,
2 unchanged sentences
Recurring revenue
+Added: Contract revenue
Total handheld revenue
2 unchanged sentences
Recurring revenue
+Added: Contract revenue
Total desktop revenue
−Removed: Total product and service revenue
−Removed: Revenue based on the end-user entity type for the Company’s product and service revenue are presented below (in thousands):
+Added: Total revenue
+Added: Revenue based on the end-user entity type for the Company’s revenue are presented below (in thousands):
Year Ended December 31,
1 unchanged sentence
Academia and other
−Removed: Total product and service revenue
+Added: Total revenue
The following table disaggregates the Company’s revenue from contracts with customers by geography, which are determined based on the customer location (in thousands):
3 unchanged sentences
Americas other
+Added: Total revenue
International sales are comprised of product and service revenue, with all contract revenue being attributable to North America.
Shipping and Handling Fees and Costs
−Removed: Shipping and handling fees billed to customers for product shipments are recorded in product and service revenue in the accompanying consolidated statements of operations and comprehensive loss.
+Added: 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.
2 unchanged sentences
Cost of revenue for services primarily consists of salaries and other personnel costs, travel related to services provided, facility costs associated with training, warranties and other costs of servicing equipment on a return-to-factory basis and at customer sites.
−Removed: License and contract cost of revenue primarily consists of salaries and other personnel costs, materials, travel and other direct costs related to those revenue recognized as license and contract in the period.
+Added: Contract cost of revenue primarily consists of salaries and other personnel costs, materials, travel and other direct costs related to those revenue recognized as license and contract in the period.
Research and Development Expenses
2 unchanged sentences
The Company expenses costs of advertising as incurred.
−Removed: Advertising costs remained at $ 1.8 million during the years ended December 31, 2023 and 2022, respectively.
+Added: Advertising costs was $ 2.0 million and $ 1.8 million during the years ended December 31, 2024 and 2023, respectively.
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.
2 unchanged sentences
The Company measures stock-based option awards granted to employees, consultants and directors based on their fair value on the date of grant using the Black-Scholes option-pricing model.
−Removed: The fair value of restricted stock units is
−Removed: determined based on the number of shares granted and the closing price of our common stock quoted on the Nasdaq Global Market on the date of grant.
+Added: The fair value of restricted stock units is determined based on the number of shares granted and the closing price of our common stock quoted on the Nasdaq Global Market on the date of grant.
Compensation expense for those awards is recognized, net of estimated forfeitures, over the requisite service period, which is generally the vesting period of the respective award.
3 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.
−Removed: The Company's other comprehensive income was composed of foreign currency translation adjustments and unrealized gain or loss on marketable securities.
+Added: The Company's other
+Added: comprehensive income was composed of foreign currency translation adjustments and unrealized gain or loss on marketable securities.
Net Income (Loss) per Share
15 unchanged sentences
The Company bases the discount rates used to arrive at a present value as of the date of acquisition on the time value of money and certain industry-specific risk factors.
−Removed: The Company believes the estimated purchased customer relationships, developed technology, software and
−Removed: trade name amounts determined represent the fair value at the date of acquisition and do not exceed the amount a third-party would pay for the assets.
+Added: The Company believes the estimated purchased customer relationships, developed technology, software and trade name amounts determined represent the fair value at the date of acquisition and do not exceed the amount a third-party would pay for the assets.
The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Company’s tax returns.
1 unchanged sentence
Changes in deferred tax assets and liabilities are recorded in the provision for income taxes.
−Removed: 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.
+Added: 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
+Added: established through a charge to income tax expense.
Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies.
4 unchanged sentences
The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, which are considered appropriate as well as the related net interest and penalties.
−Removed: In August 2022, the U.S.
−Removed: Inflation Reduction Act (the Act) was enacted into law.
−Removed: The Act includes various tax provisions, including an excise tax on stock repurchases, expanded tax credits for clean energy incentives and a corporate alternative minimum tax that generally applies to U.S.
−Removed: corporations with adjusted financial statement income in excess of $1.0 billion.
−Removed: We do not expect the Act to have a material impact on our consolidated financial statements.
−Removed: Recently Adopted Accounting Pronouncements
−Removed: In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment .
−Removed: The guidance removes Step 2 of the goodwill impairment test, which requires a hypothetical purchase price allocation.
−Removed: A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its FV, not to exceed the carrying amount of goodwill.
−Removed: The guidance should be adopted on a prospective basis for the annual or any interim goodwill impairment tests beginning after December 15, 2019.
−Removed: Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017.
−Removed: The Company early adopted the guidance on November 1, 2022 and did not have a material impact on its consolidated financial statements.
−Removed: In December 2019, the FASB issued ASU 2019-12, Income Taxes (ASC 740):
−Removed: Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended to simplify various areas related to accounting for income taxes.
−Removed: ASU 2019-12 removes certain exceptions to the general principles in ASC 740 and also clarifies and amends existing guidance to improve consistent application.
−Removed: For public entities, the guidance is effective for annual reporting periods beginning after December 15, 2020 and for interim periods within those fiscal years.
−Removed: For non-public entities, the guidance is effective for annual reporting periods beginning after December 15, 2021 and for interim periods within years beginning after December 15, 2022, with early adoption permitted.
−Removed: The Company adopted the guidance as on January 1, 2022 and the adoption did not have a material impact on its consolidated financial statements.
−Removed: In June 2016, the FASB issued ASU No.
−Removed: 2016-13, Financial Instruments—Credit Losses (Topic 326) .
−Removed: The new standard adjusts the accounting for assets held at amortized costs basis, including marketable securities accounted for as available for sale, and trade receivables.
−Removed: The standard eliminates the probable initial recognition threshold and requires an entity to reflect its current estimate of all expected credit losses.
−Removed: The allowance for credit losses is a valuation account
−Removed: that is deducted from the amortized cost basis of the financial assets to present the net amount expected to be collected.
−Removed: For public entities except smaller reporting companies, the guidance is effective for annual reporting periods beginning after December 15, 2019 and for interim periods within those fiscal years.
−Removed: For non-public entities and smaller reporting companies, the guidance was effective for annual reporting periods beginning after December 15, 2021.
−Removed: In November 2019, the FASB issued ASU No.
−Removed: 2019-10, which deferred the effective date for non-public entities to annual reporting periods beginning after December 15, 2022, including interim periods within those fiscal years.
−Removed: Early application is allowed.
−Removed: The Company adopted this standard effective January 1, 2023 and deemed no material impact on our consolidated financial statements.
Recently Issued Accounting Pronouncements
−Removed: The Company qualifies as “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.
−Removed: In November 2023, the FASB issued ASU No.
−Removed: 2023-07, Segment Reporting (Topic 280).
−Removed: The accounting guidance requires the Company to expand annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses.
−Removed: For public entities, the guidance is effective for annual reporting periods beginning after December 15, 2023 and for interim periods within fiscal years beginning after December 15, 2024.
−Removed: Early application is allowed.
−Removed: The Company is currently assessing the impact of the adoption of this guidance.
+Added: 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.
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The guidance is effective for fiscal years beginning after December 15, 2024, with early adoption permitted.
−Removed: The Company is currently assessing the impact of the adoption of this guidance.
+Added: As this accounting standard update impacts disclosures only, we do not expect the adoption to have a material impact on our consolidated financial statements.
+Added: In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):
+Added: Disaggregation of Income Statement Expenses.
+Added: The new standard requires additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statement.
+Added: ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.
+Added: The Company is currently evaluating the impact of the ASU on its consolidated financial statements.
+Added: Recently Adopted Accounting Pronouncements
+Added: In November 2023, the FASB issued ASU 2023-07, Segment Reporting:
+Added: Improvements to Reportable Segment Disclosure (“Topic 280”) to establish standards for reporting information about operating segments.
+Added: 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.
+Added: The Company adopted this standard during the year ended December 31, 2024.
+Added: See Note 20, Segment Reporting and Geographic Data , for further information and disclosures.
Fair Value Measurements
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Cash equivalents - Money market funds
−Removed: Cash equivalents - U.S.
−Removed: Treasury securities
Marketable securities - U.S.
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Total assets measured at fair value
−Removed: Other current liabilities:
+Added: Other long-term liabilities:
Acquisition-related contingent consideration
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Cash equivalents - Money market funds
+Added: Cash equivalents - U.S.
+Added: Treasury securities
+Added: Marketable securities - U.S.
+Added: Treasury securities due in 3 - 6 months
+Added: Total assets measured at fair value
Other current liabilities:
Acquisition-related contingent consideration
−Removed: Acquisition-related contingent consideration - pension liability
−Removed: Other long-term liabilities:
−Removed: Acquisition-related contingent consideration
Total liabilities measured at fair value
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Contingent Consideration
−Removed: 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 within Level 3 of the fair value hierarchy.
−Removed: The amount is contingent based on the acquired business’ performance for the milestones ranging from the date of acquisition to June 30, 2024.
−Removed: 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, and discount rates.
−Removed: The sellers achieved two of three milestones under the share purchase and transfer agreement and the Company paid $ 0.5 million in August 2023 and $ 0.5 million in February 2024.
−Removed: During the fourth quarter of 2023, the probability weighted fair value of the future earnout was determined to be zero.
−Removed: Accordingly, the accumulated accretion under the last milestone and the relative contingent consideration have been reduced to zero .
+Added: The Company recognizes acquisition-related contingent consideration which represents the estimated fair value of future payments or issuance of the Company’s common stock to the former owners of an acquired entity as part of certain transactions.
+Added: 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.
+Added: 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.
+Added: 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
+Added: stock price of the Company, and discount rates.
+Added: 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.
+Added: 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 .
+Added: 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.
+Added: 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.
+Added: As of the acquisition date of RedWave, the fair value of the contingent consideration was estimated using a Monte Carlo simulation, utilizing the closing price of the Company’s common stock on the Nasdaq Global Market of $ 5.76 per share, revenue projections, an equity volatility rate of the Company of 90 % , a revenue volatility rate of 30 % and a discount rate of 26.5 % .
+Added: As of December 31, 2024, 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 $ 2.20 per share, revenue projections, an equity volatility rate of the Company of 80 % , a revenue volatility rate of 26 % and a discount rate of 19 % .
+Added: 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 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
−Removed: Accretion - earnout
−Removed: Deduction - earnout
+Added: Acquisition date fair value of contingent consideration - earnout
+Added: Decrease in fair value of contingent consideration earnouts
Contingent consideration payment
Balance as of December 31, 2024
−Removed: In April 2023, the Company received notice that the pension obligation had been transferred and no longer in Trace Analytics GmbH’s name and therefore t he Company released the $ 0.9 million assignment of the pension liability and paid out the sellers.
−Removed: Please refer to Note 18, Acquisition , for further detail.
+Added: The change in the fair value of contingent consideration liability is included in loss from operations.
+Added: Please refer to Note 19, Acquisition , for further detail on RedWave acquisition.
Changes in the fair value of contingent consideration resulting from a change in the underlying inputs are recognized in our consolidated statements of operations until the arrangement is settled.
5 unchanged sentences
Treasury securities
+Added: December 31, 2023
+Added: Credit Losses
+Added: Marketable securities - U.S.
+Added: Treasury securities
+Added: As of December 31, 2024 and 2023, marketable securities consisted of investments that mature within one year.
The Company purchased a total of approximately $ 55.5 million of U.S.
1 unchanged sentence
treasury securities that matured were approximately $ 54.6 million and none were sold before maturity.
−Removed: Interest earned on sales of marketable securities is $ 0.8 million for the year ended December 31, 2023.
−Removed: The Company did no t have marketable securities as of December 31, 2022.
+Added: 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.
Inventory consisted of the following (in thousands):
4 unchanged sentences
Goodwill and Intangible Assets, net
−Removed: As of December 31, 2023, the carrying amount of goodwill was $ 10.4 million.
+Added: As of December 31, 2024, the Company carried no goodwill balance.
The following is a rollforward of the Company’s goodwill balance (in thousands):
−Removed: December 31, 2023
+Added: Year Ended December 31,
Balances at beginning of period
+Added: Goodwill acquired
+Added: Goodwill impairment
Foreign currency impact
Balances at end of period
−Removed: The Company performed its annual impairment evaluation using both a quantitative and qualitative approach at November 1, 2023, and concluded it was more likely than not that goodwill has not been impaired.
−Removed: Based on the fair values of the Company’s reporting unit was greater than its carrying amount and, therefore, no impairment was required.
−Removed: No further triggering events were identified subsequent to our annual impairment evaluation.
−Removed: The Company has not recorded any cumulative impairments of goodwill.
+Added: The Company evaluates goodwill at least annually on November 1, as well as whenever events or changes in circumstances suggest that the carrying amount may not be recoverable.
+Added: As a result of sustained decreases in the Company’s publicly quoted share price and market capitalization during the third quarter of 2024, the Company determined that there was a triggering event for its goodwill, definite-lived intangible assets, and other long-lived assets as of September 30, 2024.
+Added: The Company assessed the definite-lived intangible assets and other long-lived assets for impairment by comparing the undiscounted cash flows for each of these assets to their respective carrying value.
+Added: The undiscounted cash flows for each of these assets was in excess of their respective carrying value and, as a result, the Company concluded that there was no impairment for these assets.
+Added: The significant estimates used in fair value methodology, which are based on Level 3 inputs, include the Company's expectations for future operations and projected cash flows, including revenue, gross margin and operating expenses.
+Added: In performing the quantitative assessment of goodwill, the reporting unit’s carrying amount exceeded its fair value.
+Added: 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).
+Added: The Company evaluated the
+Added: implied control premium by comparing it to control premiums or discounts of recent comparable market transactions, as applicable.
+Added: 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.
+Added: As a result of sustained decreases in the Company’s publicly quoted share price and market capitalization during the fourth quarter of 2024, the Company determined that there was a triggering event for its goodwill, definite-lived intangible assets, and other long-lived assets as of December 31, 2024.
+Added: The Company assessed the definite-lived intangible assets and other long-lived assets for impairment by comparing the undiscounted cash flows for each of these assets to their respective carrying value.
+Added: The undiscounted cash flows for each of these assets was in excess of their respective carrying value and, as a result, the Company concluded that there was no impairment for these assets.
+Added: The significant estimates used in fair value methodology, which are based on Level 3 inputs, include the Company's expectations for future operations and projected cash flows, including revenue, gross margin and operating expenses.
+Added: In performing the quantitative assessment of goodwill, the reporting unit’s carrying amount exceeded its fair value.
+Added: The Company estimated the reporting unit's fair value based on the market capitalization and a related control premium of 20 %.
+Added: The Company evaluated the implied control premium by comparing it to control premiums or discounts of recent comparable market transactions, as applicable.
+Added: As a result of the interim quantitative impairment assessment, the Company recorded an additional $ 10.6 million noncash goodwill impairment charge for the three months ended December 31, 2024 to fully impair the carrying amount of goodwill.
Intangible Assets, net
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Amortization expense for intangible assets was recorded in the following expense categories of its consolidated statements of operations (in thousands):
−Removed: Year Ended December 31,
−Removed: Product cost of revenue
+Added: Cost of revenue
Selling, general and administrative expenses
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Accrued professional fees
−Removed: Contingent consideration
+Added: Contingent consideration, current portion
Accrued other
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Accrual balance at end of period
+Added: Restructuring
+Added: In November 2024, the Company announced an organizational restructuring to strengthen operational efficiencies.
+Added: 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.
+Added: In addition, the Company is transitioning manufacturing operations from Boston to North Carolina and Connecticut, to be completed in 2025.
+Added: For the year ended December 31, 2024, the Company incurred approximately $ 0.7 million of expenses related to the restructuring.
+Added: 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.
+Added: The following table summarizes the charges related to restructuring activities by type of cost (amounts in thousands):
+Added: Year Ended December 31, 2024
+Added: Severance & Employee-Related Costs
+Added: Cost of revenue
+Added: Research and development expenses
+Added: Selling, general and administrative expenses
+Added: 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.
+Added: 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
−Removed: Long-term debt consisted of the following (in thousands):
−Removed: Principal amount of long-term debt
−Removed: Current portion of long-term debt
−Removed: Debt discount, net of accretion
−Removed: Long-term debt, net of discount and current portion
Loan and Security Agreements
−Removed: 2021 Revolver
−Removed: On March 11, 2021, the Company entered into an Amended and Restated Loan and Security Agreement (the “2021 Revolver”) to replace a Loan and Security Agreement, as amended (the “2019 Loan”).
−Removed: This agreement created a revolving line of credit totaling $ 25.0 million and eliminated the existing term loan.
−Removed: Borrowings under the revolving line of credit bore interest at an annual rate equal to the greater of (i) one-half percent ( 0.5 %) above the prime rate or (ii) four percent ( 4.0 %) and were scheduled to mature on March 11, 2024 .
−Removed: Borrowings were collateralized by substantially all of the Company’s property, excluding intellectual property, which was subject to a negative pledge.
−Removed: The 2021 Revolver subjected the Company to various customary covenants, including requirements as to financial reporting and financial covenants (including an unrestricted minimum cash level of $ 10.0 million), and restrictions on the Company’s ability to dispose of its business or property, to change its line of business, to liquidate or dissolve, to enter into any change in control transaction, to merge or consolidate with any other entity or to acquire all or substantially all the capital stock or property of another entity, to incur additional indebtedness, to incur liens on the Company’s property, to pay any dividends or make other distributions on capital stock other than dividends payable solely in capital stock, to redeem capital stock, to enter into in-bound licensing agreements, to engage in transactions with affiliates, and to encumber the Company’s intellectual property.
−Removed: Events of default under the 2021 Revolver included failure to make payments when due, insolvency events, failure to comply with covenants or material adverse events with respect to the Company.
−Removed: Upon the occurrence of an event of default and until such event of default was no longer continuing, the annual interest rate would be five percent ( 5.0 %) above the otherwise applicable rate.
−Removed: The terms of the 2021 Revolver required that the existing term loan outstanding under the 2019 Loan be repaid with an advance under the line of credit.
−Removed: Accordingly, on March 11, 2021, the Company used $ 14.5 million of proceeds from the 2021 Revolver to repay all amounts then due on the existing term loan.
−Removed: The Company accounted for the transaction as a debt extinguishment and recorded a loss on extinguishment of $ 0.2 million, which was included in interest expense in the consolidated statements of operations and comprehensive loss.
−Removed: On November 2, 2022, the Company satisfied in full all of its outstanding obligations and voluntarily terminated the 2021 Revolver.
−Removed: The Company did not incur any early termination penalties in connection with the termination of the 2021 Revolver.
−Removed: The amount outstanding under the 2021 Revolver was fully repaid in October 2022 and no amounts were outstanding upon termination of the 2021 Revolver.
−Removed: 2022 Loan Revolver
+Added: 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.
1 unchanged sentence
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.
−Removed: 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 %).
+Added: The outstanding principal amount of any advance accrued interest
+Added: 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.
1 unchanged sentence
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.
−Removed: 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
−Removed: 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.
+Added: 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.
5 unchanged sentences
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.
−Removed: 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 condensed consolidated statements of operations.
+Added: 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.
6 unchanged sentences
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.
−Removed: 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.
+Added: 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)
+Added: 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.
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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.
−Removed: See Note 3, Fair Value Measurements, and Note 18, Acquisition, for further information.
The Company did no t contribute to the plan in the year ended December 31, 2024 or 2023.
12 unchanged sentences
Following the effectiveness of the Company’s 2020 Stock Option and Incentive Plan (the “2020 Plan”) in December 2020, no future awards will be made under the 2012 Plan.
−Removed: Additionally, shares
−Removed: underlying awards under the 2012 Plan that expire or are terminated, surrendered, or canceled without the delivery of shares will be available for future awards under the 2020 Plan.
+Added: Additionally, shares underlying awards under the 2012 Plan that expire or are terminated, surrendered, or canceled without the delivery of shares will be available for future awards under the 2020 Plan.
2020 Stock Option and Incentive Plan
5 unchanged sentences
On January 1, 2025, the number of shares reserved and available for issuance under the 2020 Plan automatically increased by 1,403,940 shares.
−Removed: In March 2023, the compensation committee of the Company’s board of directors granted an aggregate of 53,794 performance-based restricted stock units, (“PSUs”) under the 2020 Stock Option and Incentive Plan to the Company’s chief executive officer.
+Added: In March 2023, the compensation committee of the Company’s board of directors granted an aggregate of 53,794 performance-based restricted stock units, (“Market Condition Based PSUs”) under the 2020 Stock Option and Incentive Plan to the Company’s chief executive officer.
Each PSU is equivalent in value to one share of the Company’s common stock.
6 unchanged sentences
Expected volatility is based on historical data of the peers and certain indices over the most recent time period equal to the performance period.
+Added: In May 2024, 52,084 performance-based restricted stock units, (“Performance Condition Based PSUs”) were granted under the 2020 Plan to employees.
+Added: Each Performance Condition Based PSU is equivalent in value to one share of the Company’s common stock and related to revenue targets for the period up to April 2026.
+Added: On January 29, 2025, 26,042 of these units vested, and the balance remains subject to additional performance conditions.
+Added: 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 %.
2020 Employee Stock Purchase Plan
6 unchanged sentences
The fair value of stock option grants and stock-based compensation associated with the 2020 ESPP is estimated using the Black-Scholes option-pricing model.
−Removed: For stock options valued, the Company estimated its expected stock volatility based on the historical volatility of a publicly traded set of peer companies due to limited company-specific
−Removed: historical and implied volatility information.
+Added: For stock options valued, the Company estimated its expected stock volatility based on the historical volatility of a publicly traded set of peer companies due to limited company-specific historical and implied volatility information.
For stock-based compensation associated with the 2020 ESPP, the Company estimated its expected stock volatility based on the volatility of its own traded stock price.
18 unchanged sentences
Outstanding at beginning of period
+Added: Forfeited or expired
Outstanding at end of period
12 unchanged sentences
The remaining unrecognized compensation expense for outstanding restricted stock units as of December 31, 2024 was $ 14.6 million and the weighted-average period over which this cost is expected to be recognized is 2.3 years.
−Removed: The weighted average grant date fair value for PSUs granted in March 2023 was $ 3.99 .
−Removed: No PSUs were vested during the year ended December 31, 2023.
+Added: The following table summarizes the Company’s performance-based restricted stock units activity for the fiscal year ended December 31, 2024:
+Added: Outstanding at beginning of period
+Added: Vested and released
+Added: Unvested at end of period
+Added: The weighted average grant date fair value for PSUs granted for the years ended December 31, 2024 and 2023 was $ 5.76 and $ 3.99 , respectively.
+Added: The aggregate intrinsic value of the PSUs vested and released for the years ended December 31, 2024 and 2023 was $ 0.2 million and $ 0.1 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.
8 unchanged sentences
The Company has leases for office space and certain equipment.
−Removed: All of the leases recorded on the consolidated balance sheets as ROU assets are operating leases.
The Company’s leases have remaining lease terms ranging from less than one year to approximately seven years .
1 unchanged sentence
The leases do not include any restrictions or covenants that had to be accounted for under the lease guidance.
+Added: 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.
−Removed: 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
−Removed: preferred stock at a purchase price of $ 5.6351 per share.
+Added: 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.
1 unchanged sentence
The annualized base rent will increase by 2.5 % annually on the anniversary of the commencement date.
−Removed: 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.
−Removed: The Company had a facility lease in North Carolina for approximately 2,000 square feet that had an expiration date of November 2020 then extended until June 2023.
+Added: The Company is obligated to pay its portion of real estate taxes and costs
+Added: 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.
4 unchanged sentences
The lease in Braunschweig is for a term of 60 months with total lease costs of approximately $ 0.4 million.
+Added: In April 2024, the Company acquired an operating lease agreement (the “Danbury Lease”) in Danbury, Connecticut as a part of the acquisition of RedWave.
+Added: The Company entered into an amendment in June 2024 to the Danbury Lease (the “Amended Danbury Lease”).
+Added: Under the Amended Danbury Lease, the Company included an additional 9,000 square feet, representing its currently occupied space on the first floor, for a total of approximately 38,000 square feet and extended the term of the Danbury Lease for a new ten-year term.
+Added: The Amended Danbury Lease is accounted for as a lease modification, which resulted in two new separate operating leases which are the original lease space (the “first floor lease”) and the expanded space (the “third floor lease”).
+Added: The lease term of the first floor lease commenced in June 2024, which was the point at which the Company obtained control of the leased premises.
+Added: On the commencement date of the first floor lease, the Company recorded a right-of-use asset and lease liability of $ 0.6 million, respectively, and is accounted for as an operating lease.
+Added: In August 2024, the Company obtained control of the expanded space under the third floor lease, and with occupancy began the term of 10 years .
+Added: 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.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: See Note 21, Subsequent Events .
The components of lease expense under ASC 842 were as follows (in thousands):
8 unchanged sentences
The weighted-average remaining lease term and discount rate were as follows:
+Added: Year Ended December 31,
Weighted-average remaining lease term - operating leases (in years)
9 unchanged sentences
Royalty Arrangements
−Removed: The Company has entered into royalty arrangements with two parties whereby the Company owes low- to mid-single digit royalty percentages related to revenue that is derived pursuant to in-licensed technologies.
+Added: The Company has entered into royalty arrangements whereby the Company owes low- to mid-single digit royalty percentages related to revenue that is derived pursuant to in-licensed technologies.
+Added: These royalties are calculated as a percent of revenue or on a per component basis, depending on the arrangement.
Royalty obligations are expensed when incurred or over the minimum royalty periods and have not been material.
−Removed: In October 2023, the Company notified one of the parties and terminated the license arrangement as of December 31, 2023.
−Removed: The Company will no longer incur minimum royalty payments of $ 0.1 million per year.
401(k) Savings Plan
4 unchanged sentences
Contingent Consideration – Earnout and Pension Liability
+Added: 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.
−Removed: Milestones are based on target revenues, and technical integration of 908 Devices GmbH (formerly Trace Analytics) systems and knowledge, and range from the closing date of August 3, 2022 to June 30, 2024.
+Added: Milestones were based on target revenues, and technical integration of 908 Devices
+Added: 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.
5 unchanged sentences
See Note 3, Fair Value Measurements .
+Added: Earnouts from acquisition of RedWave Technology
+Added: 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.
+Added: 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.
+Added: The earnout revenue also may include certain qualified bookings credit, as defined in the Purchase Agreement, for certain RedWave products in the event that earnout revenue is otherwise above $ 37 million.
+Added: No contingent shares will be issued if the earnout revenue achieved during the period is less than $ 37 million.
+Added: See Note 3, Fair Value Measurements .
Indemnification Agreements
17 unchanged sentences
During the years ended December 31, 2024 and 2023, the Company recognized an income tax benefit of $ 0.3 million and $ 0.2 , respectively.
−Removed: The income tax benefit recognized during the year ended December 31, 2023 primarily resulted from a reduction in the deferred tax liabilities recorded as part of our acquisition of 908 Devices GmbH.
+Added: 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.
51 unchanged sentences
The Company has not received notice of examination by any other jurisdictions for any other tax year open under statute.
−Removed: On August 3, 2022, the Company entered into a share purchase and transfer agreement and completed its acquisition of 100 % of the registered share capital of 908 Devices GmbH, for total purchase price consideration of $ 17.3 million, comprised of (i) a $ 14.4 million initial cash payment, (ii) up to $ 2.0 million contingent cash consideration upon achievement of certain milestones over a twenty four month period and (iii) $ 0.9 million contingent pension liability holdback to be released upon discharging or transferring of such liability from 908 Devices GmbH.
−Removed: 908 Devices GmbH is a leading provider of online analysis systems for biotech applications in research, development, and production.
−Removed: 908 Devices GmbH’s products are used for monitoring and controlling of complex processes in industrial pharmaceutical productions under continuous measurement conditions.
−Removed: The Company expects to integrate acquired sampling technology within future product offerings.
−Removed: The Company has accounted for the acquisition of Trace as a purchase of a business under U.S.
−Removed: Under the acquisition method of accounting, the assets acquired and liabilities assumed from Trace have been recorded as of the acquisition date, at their respective fair values, and consolidated with those of the Company.
−Removed: The Company has allocated the purchase price to the net tangible and intangible assets based on their fair values as of August 3, 2022.
−Removed: The following table presents the allocation of the acquisition date purchase consideration for the transaction including the contingent consideration and the allocation of the purchase consideration (in thousands):
+Added: Acquisition of RedWave Technology
+Added: On April 29, 2024, the Company entered into an Equity Purchase Agreement (the “Purchase Agreement”) with RedWave, CAM3 HoldCo, LLC, a Connecticut limited liability company (“Seller Entity”), each of the holders of outstanding equity interests of Seller Entity (the “Beneficial Sellers”), and the other parties thereto, pursuant to which the Company purchased all of the outstanding equity interests of RedWave.
+Added: The purchase price included an initial payment of $ 45.0 million in cash and 1,497,171 unregistered shares of the Company’s common stock, which reflects closing adjustments relating to working capital, cash and debt adjustments.
+Added: The cash consideration is subject to additional working capital, cash, debt, and transaction expense adjustments.
+Added: Approximately $ 4.5 million of the cash consideration was placed into an indemnification escrow account until April 29, 2025 to settle certain claims for indemnification for breaches or inaccuracies in RedWave’s representations and warranties, covenants, and agreements.
+Added: The transaction closed on April 29, 2024, at which time RedWave became a wholly-owned subsidiary of the Company.
+Added: 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).
+Added: The Company has accounted for the acquisition of RedWave as a business combination under U.S.
+Added: Under the acquisition method of accounting, the assets and liabilities of RedWave have been recorded as of the acquisition date, at their respective fair values, and consolidated with those of the Company.
+Added: 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.
+Added: The valuation of assets acquired and liabilities assumed has not yet been finalized as of December 31, 2024.
+Added: 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.
+Added: 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:
−Removed: Net cash and working capital adjustment
−Removed: Contingent consideration - pension liability
+Added: Fair value of common stock shares issued (1)
Contingent consideration - earnout
4 unchanged sentences
Prepaid expenses and other current assets
−Removed: Property and equipment, net
−Removed: Intangible assets
+Added: Property and equipment
+Added: Identifiable Intangible assets
Customer Relationships
Developed Technology
−Removed: Indemnification assets
−Removed: Pension liability
+Added: Operating lease right-of-use assets
Accounts payable, accrued expenses and other current liabilities
−Removed: Deferred tax liability, net
−Removed: Other liabilities
−Removed: The excess of the purchase price over the fair value of the acquired businesses' net assets represents cost and revenue synergies specific to the companies, and has been allocated to goodwill, which is not tax deductible.
+Added: Deferred revenue
+Added: Operating lease liabilities
+Added: (1) The share consideration component of the estimated purchase price consideration is computed on the basis of 1,497,171 shares issued and the closing price of the Company’s common stock on the Nasdaq Global Market of $ 5.755 per share on April 29, 2024, which was the date the shares were issued.
+Added: The excess of the purchase price over the fair value of the acquired business's net assets represents cost and revenue synergies specific to the Company and RedWave, and has been allocated to goodwill, which is not tax deductible.
+Added: The fair value of RedWave’s technology-based intangible assets were determined using the multi-period excess earnings method which measures economic benefit indirectly by calculating the income attributable to an asset after appropriate returns are paid to complementary assets used in conjunction with the subject asset to produce the earnings associated with the subject assets, commonly referred to as contributory asset charges.
+Added: Under this method, the value of an asset is a function of several components, including the forecasted revenue, earnings generated by the asset, expected economic life of the asset, contributory asset charges and a discount rate.
+Added: 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.
+Added: Under this method, the value of the asset is a function of several components, including revenue associated with the existing customers, distributor profit margin, charges for use of other assts and discount rate.
Intangible assets acquired have finite life and are amortized per our accounting policy.
See Note 2 for the amortization periods.
−Removed: Revenue and net loss related to 908 Devices GmbH’s operations was $ 0.8 million and $ 0.1 million, respectively, for the year ended December 31, 2022 and is included in the Company’s consolidated statements of operations.
−Removed: The following unaudited pro forma information presents the consolidated results of operations of the Company and 908 Devices GmbH for the year ended December 31, 2022 as if the acquisition of 908 Devices GmbH had been completed on January 1, 2022 and have been calculated after applying the Company’s accounting policies.
−Removed: These pro forma condensed consolidated financial results have been prepared for comparative purposes only and include certain adjustments that reflect pro forma results of operations, such as consequential adjustments relating to the tax effect of these adjustments in combining the Company and Trace businesses.
−Removed: 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 908 Devices GmbH.
−Removed: Accordingly, these unaudited pro forma results are presented for informational purposes only and are not necessarily indicative of the results of operations
−Removed: that would have been achieved had the acquisition occurred as of January 1, 2022, nor are they intended to represent or be indicative of future results of operations (in thousands):
+Added: The results of RedWave’s operations have been included in the Company’s consolidated financial statements since the date of the acquisition.
+Added: RedWave contributed $ 11.2 million in revenue for the year ended December 31, 2024.
+Added: The Company has not disclosed RedWave’s net income or loss since the acquisition date because the RedWave business is fully integrated into the consolidated Company’s operations and therefore it was impracticable to determine these amounts.
+Added: 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.
+Added: Accordingly, these unaudited pro forma results are presented for informational purposes only and are not necessarily indicative of the results of operations that would
+Added: 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,
1 unchanged sentence
Pre-tax loss (unaudited)
+Added: 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.
+Added: 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
−Removed: The Company has determined that it operates in one segment (see Note 2).
+Added: 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).
+Added: The Company’s CODM is regularly provided R&D expenses, sales and marketing expenses, general and administrative expenses and total assets.
+Added: The Company’s segment performance measure is net income(loss), which is used by our CODM when assessing performance and allocating capital and resources to our business.
+Added: The CODM uses total revenues and operating results, predominantly in the strategic plan, annual operating plan and quarterly forecast review processes.
+Added: During these processes, the CODM considers budget-to-actual variances to evaluate both internal (e.g., changes in selling prices, strategic growth investments, productivity, business mix, newly acquired/divested businesses, etc.) and external (e.g., inflation, foreign currency, etc.) events and conditions.
+Added: The following table includes additional information about reported segment revenue, significant segment expenses and segment measure of profitability (in thousands):
+Added: Year Ended December 31,
+Added: Total revenue
+Added: Significant segment expenses(incomes)
+Added: Cost of revenues
+Added: Research and development
+Added: Sales and marketing
+Added: General and administrative
+Added: Goodwill impairment
+Added: Change in fair value of contingent consideration
+Added: Other segment items (1)
+Added: (1) I ncludes interest income, interest expense, other expense, net and benefit for income taxes.
See Note 2 for revenue by country.
5 unchanged sentences
(1) Long-lived assets exclude goodwill, other intangible assets and other assets.
+Added: The CODM is not provided any asset information other than total assets as presented on the consolidated balance sheet.
Subsequent Event
Grant of Restricted Stock Units and Stock Options under the 2020 Plan
−Removed: On March 1, 2024, the Company granted 1,073,620 restricted stock units and performance based stock units to employees under the 2020 Stock Plan.
−Removed: The restricted stock units vest over a four -year period.
+Added: On March 3, 2025, the Company granted 1,875,384 restricted stock units to employees under the 2020 Stock Plan.
+Added: 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.
−Removed: The stock options vest over a four -year period.
+Added: The stock options vest over a three -year period.
The stock options have an exercise price of $ 1.98 , which was the Company’s closing stock price at the date of grant.
The total fair value of these stock options at the grant date was $ 0.4 million using the Black-Scholes option pricing model, and the value is being amortized as stock compensation expense over the vesting term.
+Added: Divestment of Desktop Products
+Added: 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”).
+Added: On the Closing Date, the sale was completed for aggregate cash proceeds of approximately $ 66.0 million after transaction costs.
+Added: 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.
+Added: 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.
+Added: 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.
+Added: 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”).
+Added: 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.
+Added: In early March 2025, the Transaction met all the conditions to be classified as assets held for sale.
+Added: The Company considered the Transaction to represent a strategic shift that will have a major effect on its operations and financial results.
+Added: Therefore, the Transaction represents a discontinued operation.
+Added: 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.
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.