908 Devices Inc. 10-K

Item 8. Financial Statements and Supplementary Data. ​ 908 DEVICES INC. Index to Consolidated Financial Statements Page(s) Report of Independent Registered Public Accounting Firm (PCAOB ID 238 ) 85 Consolidated Balance Sheets 86 Consolidated Statements of Operations 87 Consolidated Statements of Comprehensive Loss 88 Consolidated Statements of Stockholders’ Equity 89 Consolidated Statements of Cash Flows 90 Notes to Consolidated Financial Statements 91 ​ ​ 84 Table of Contents ​ Report of Independent Registered Public Accounting Firm ​ To the Board of Directors and Stockholders of 908 Devices Inc. ​ Opinion on the Financial Statements ​ We have audited the accompanying consolidated balance sheets of 908 Devices Inc. and its subsidiaries (the "Company") as of December 31, 2024 and 2023, and the related consolidated statements of operations, of comprehensive loss, of stockholders’ equity and of cash flows for the years then ended, including the related notes (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America. ​ Basis for Opinion ​ These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. ​ We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB. 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. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. ​ Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. ​ /s/ PricewaterhouseCoopers, LLP Boston, Massachusetts March 7, 2025 ​ We have served as the Company's auditor since 2013. ​ ​ 85 Table of Contents 908 DEVICES INC. Consolidated Balance Sheets (in thousands, except share and per share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ 2024 2023 Assets ​ ​ ​ Current assets: ​ ​ ​ Cash and cash equivalents ​ $ 44,032 ​ $ 121,041 Marketable securities ​ ​ 25,568 ​ ​ 24,641 Accounts receivable, net of allowance for credit losses of $ 525 and $ 395 at December 31, 2024 and December 31, 2023 ​ 12,627 ​ 8,989 Inventory ​ 16,173 ​ 14,938 Prepaid expenses and other current assets ​ 4,655 ​ 4,181 Total current assets ​ 103,055 ​ 173,790 Operating lease, right-of-use assets ​ 6,910 ​ 6,233 Property and equipment, net ​ 3,421 ​ 3,342 Goodwill ​ ​ — ​ ​ 10,367 Intangible assets, net ​ ​ 45,261 ​ ​ 7,860 Other long-term assets ​ 829 ​ 1,389 Total assets ​ $ 159,476 ​ $ 202,981 Liabilities and Stockholders' Equity ​ ​ ​ ​ Current liabilities: ​ ​ ​ ​ Accounts payable ​ $ 2,063 ​ $ 1,191 Accrued expenses ​ 9,096 ​ 8,713 Deferred revenue ​ 12,125 ​ 10,629 Operating lease liabilities ​ 1,865 ​ 2,016 Total current liabilities ​ 25,149 ​ 22,549 Operating lease liabilities, net of current portion ​ 4,742 ​ 3,929 Deferred revenue, net of current portion ​ 10,679 ​ 8,571 Deferred income taxes ​ 2,030 ​ 2,441 Contingent consideration ​ 2,284 ​ — Total liabilities ​ 44,884 ​ 37,490 Commitments and contingencies (Note 16) ​ ​ ​ ​ Stockholders' equity: ​ ​ ​ ​ Preferred stock, $ 0.001 par value; 5,000,000 shares authorized, no shares issued or outstanding at December 31, 2024 and December 31, 2023, respectively ​ ​ — ​ ​ — Common stock, $ 0.001 par value; 100,000,000 shares authorized; 35,098,493 shares and 32,519,023 shares issued and outstanding at December 31, 2024 and December 31, 2023, respectively ​ 35 ​ 33 Additional paid-in capital ​ 356,216 ​ 334,692 Accumulated other comprehensive income ​ ​ 1,146 ​ ​ 1,365 Accumulated deficit ​ ( 242,805 ) ​ ( 170,599 ) Total stockholders' equity ​ 114,592 ​ 165,491 Total liabilities and stockholders' equity ​ $ 159,476 ​ $ 202,981 ​ The accompanying notes are an integral part of these consolidated financial statements. ​ 86 Table of Contents 908 DEVICES INC. Consolidated Statements of Operations (in thousands, except share and per share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2024 2023 Revenue: ​ ​ ​ ​ ​ Product revenue ​ $ 43,922 ​ $ 40,214 ​ Service and contract revenue ​ ​ 15,709 ​ ​ 10,015 ​ Total revenue ​ 59,631 ​ 50,229 ​ Cost of revenue: ​ ​ ​ ​ ​ Product cost of revenue ​ 21,645 ​ 18,428 ​ Service and contract cost of revenue ​ ​ 8,130 ​ ​ 6,479 ​ Total cost of revenue ​ 29,775 ​ 24,907 ​ Gross profit ​ 29,856 ​ 25,322 ​ Operating expenses: ​ ​ ​ ​ ​ Research and development ​ 25,495 ​ 21,904 ​ Selling, general and administrative ​ 53,636 ​ 46,069 ​ Change in fair value of contingent consideration ​ ( 13,216 ) ​ 107 ​ Goodwill impairment ​ 40,659 ​ — ​ Total operating expenses ​ 106,574 ​ 68,080 ​ Loss from operations ​ ( 76,718 ) ​ ( 42,758 ) ​ Other income, net: ​ ​ ​ ​ ​ Interest income ​ ​ 4,494 ​ ​ 6,480 ​ Interest expense ​ — ​ ( 201 ) ​ Other expense, net ​ ( 264 ) ​ ( 131 ) ​ Total other income, net ​ 4,230 ​ 6,148 ​ Loss from operations before income taxes ​ ​ ( 72,488 ) ​ ​ ( 36,610 ) ​ Benefit for income taxes ​ ​ 282 ​ ​ 211 ​ Net loss ​ $ ( 72,206 ) ​ $ ( 36,399 ) ​ Net loss per share ​ ​ ​ ​ ​ ​ ​ Basic and diluted ​ $ ( 2.12 ) ​ $ ( 1.13 ) ​ Weighted average common shares outstanding ​ ​ ​ ​ ​ ​ ​ Basic and diluted ​ ​ 34,076,321 ​ ​ 32,239,394 ​ ​ The accompanying notes are an integral part of these consolidated financial statements. ​ 87 Table of Contents 908 DEVICES INC. Consolidated Statements of Comprehensive Loss (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2024 2023 Net loss ​ ​ ( 72,206 ) ​ ​ ( 36,399 ) ​ Other comprehensive income (loss) ​ ​ ​ ​ ​ ​ ​ Foreign currency translation adjustment ​ ( 219 ) ​ 554 ​ Unrealized gain on marketable securities, net of tax of $ 0 ​ ​ — ​ ​ 13 ​ Total other comprehensive income (loss) ​ ​ ( 219 ) ​ ​ 567 ​ Comprehensive loss ​ $ ( 72,425 ) ​ $ ( 35,832 ) ​ ​ ​ ​ ​ 88 Table of Contents 908 DEVICES INC. Consolidated Statements of Stockholders’ Equity (in thousands, except share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ Other ​ ​ ​ Total ​ Common Stock ​ Paid-in ​ Comprehensive ​ Accumulated ​ Stockholders' ​ Shares Amount Capital Income Deficit Equity Balances at December 31, 2022 31,859,847 ​ ​ 32 ​ ​ 323,969 ​ ​ 798 ​ ​ ( 134,200 ) ​ ​ 190,599 Issuance of common stock upon exercise of stock options 264,971 ​ ​ 1 ​ ​ 431 ​ ​ — ​ ​ — ​ ​ 432 Stock-based compensation expense — ​ ​ — ​ ​ 9,787 ​ ​ — ​ ​ — ​ ​ 9,787 Issuance of common stock upon ESPP purchase 93,644 ​ ​ — ​ ​ 505 ​ ​ — ​ ​ — ​ ​ 505 Vesting of restricted stock units 300,561 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Foreign currency translation adjustments — ​ ​ — ​ ​ — ​ ​ 554 ​ ​ — ​ ​ 554 Unrealized gain on marketable securities — ​ ​ — ​ ​ — ​ ​ 13 ​ ​ — ​ ​ 13 Net loss — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 36,399 ) ​ ​ ( 36,399 ) Balances at December 31, 2023 32,519,023 ​ $ 33 ​ $ 334,692 ​ $ 1,365 ​ $ ( 170,599 ) ​ $ 165,491 Issuance of common stock upon exercise of stock options 347,483 ​ ​ — ​ ​ 570 ​ ​ — ​ ​ — ​ ​ 570 Stock-based compensation expense — ​ ​ — ​ ​ 11,763 ​ ​ — ​ ​ — ​ ​ 11,763 Issuance of common stock pursuant to the acquisition of RedWave Technology 1,497,171 ​ ​ 2 ​ ​ 8,615 ​ ​ — ​ ​ — ​ ​ 8,617 Issuance of common stock upon ESPP purchase 161,345 ​ ​ — ​ ​ 576 ​ ​ — ​ ​ — ​ ​ 576 Vesting of restricted stock units 573,471 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Foreign currency translation adjustments — ​ ​ — ​ ​ — ​ ​ ( 219 ) ​ ​ — ​ ​ ( 219 ) Net loss — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 72,206 ) ​ ​ ( 72,206 ) Balances at December 31, 2024 35,098,493 ​ $ 35 ​ $ 356,216 ​ $ 1,146 ​ $ ( 242,805 ) ​ $ 114,592 ​ The accompanying notes are an integral part of these consolidated financial statements. ​ 89 Table of Contents 908 DEVICES INC. Consolidated Statements of Cash Flows (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2024 2023 Cash flows from operating activities: ​ ​ ​ ​ Net loss ​ $ ( 72,206 ) ​ $ ( 36,399 ) Adjustments to reconcile net loss to net cash used in operating activities: ​ ​ ​ ​ Goodwill impairment ​ ​ 40,659 ​ ​ — Depreciation and amortization expense ​ 4,682 ​ 2,384 Stock-based compensation expense ​ 11,763 ​ 9,787 Noncash interest expense and loss on extinguishment of debt ​ — ​ 192 Provision for inventory obsolescence ​ 653 ​ 663 Net amortization of premiums and accretion of discounts on marketable securities ​ ​ 13 ​ ​ ( 301 ) Loss on disposal of property and equipment ​ ​ 54 ​ ​ — Provision for credit losses ​ ​ 176 ​ ​ 386 Change in fair value of contingent consideration ​ ​ ( 13,216 ) ​ ​ 107 Deferred income tax ​ ​ ( 283 ) ​ ​ ( 305 ) Changes in operating assets and liabilities, net of business combinations: ​ ​ ​ ​ Accounts receivable, net ​ ( 2,927 ) ​ 680 Inventory ​ ( 1,664 ) ​ ( 3,902 ) Prepaid expenses and other current assets ​ ( 445 ) ​ ( 513 ) Other long-term assets ​ 559 ​ ( 135 ) Accounts payable and accrued expenses ​ 2,319 ​ 2,033 Deferred revenue ​ ( 368 ) ​ 179 Right-of-use operating lease assets ​ 2,047 ​ 1,668 Operating lease liabilities ​ ( 2,063 ) ​ ( 1,583 ) Net cash used in operating activities ​ ( 30,247 ) ​ ( 25,059 ) Cash flows from investing activities: ​ ​ ​ ​ Purchases of property and equipment ​ ( 602 ) ​ ( 2,045 ) Purchases of marketable securities ​ ​ ( 55,500 ) ​ ​ ( 48,874 ) Acquisition of RedWave Technology, net of cash acquired ​ ​ ( 44,783 ) ​ ​ — Proceeds from maturities of marketable securities ​ ​ 54,564 ​ ​ 24,519 Net cash used in investing activities ​ ( 46,321 ) ​ ( 26,400 ) Cash flows from financing activities: ​ ​ ​ ​ Payments for withholding taxes on vested awards ​ ​ ( 1,105 ) ​ ​ ( 776 ) Proceeds from issuance of common stock ​ ​ 1,146 ​ ​ 936 Repayment on revolving line of credit ​ ​ — ​ ​ ( 15,000 ) Payments for contingent consideration ​ ​ ( 417 ) ​ ​ ( 1,095 ) Net cash used in financing activities ​ ( 376 ) ​ ( 15,935 ) Effect of foreign exchange rate changes on cash and cash equivalents ​ ​ ( 65 ) ​ ​ 13 Net decrease in cash, cash equivalents and restricted cash ​ ( 77,009 ) ​ ( 67,381 ) Cash, cash equivalents and restricted cash at beginning of period ​ 121,212 ​ 188,593 Cash, cash equivalents and restricted cash at end of period ​ $ 44,203 ​ $ 121,212 Supplemental disclosure of noncash investing and financing information: ​ ​ ​ ​ Property and equipment included in account payable ​ $ — ​ $ 23 Transfers of inventory to property and equipment ​ $ 1,158 ​ $ 1,047 Transfers of property and equipment to inventory ​ $ — ​ $ 214 Fair value of common stock issued for acquisition of RedWave Technology ​ $ 8,616 ​ $ — Cash paid for taxes ​ $ 184 ​ $ — Reconciliation of cash, cash equivalents and restricted cash: ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 44,032 ​ $ 121,041 Restricted cash included in other long-term assets ​ ​ 171 ​ ​ 171 Total cash, cash equivalents and restricted cash shown in the statement of cash flows ​ $ 44,203 ​ $ 121,212 ​ The accompanying notes are an integral part of these consolidated financial statements. ​ 90 Table of Contents 908 DEVICES INC. Notes to Consolidated Financial Statements 1. Nature of the Business and Basis of Presentation 908 Devices Inc. (the “Company”) was incorporated in the State of Delaware on February 10, 2012 . The Company is a commercial-stage technology company providing a suite of purpose-built handheld and desktop devices used at the point-of-need for chemical and biochemical analysis in a broad array of markets including life sciences research, bioprocessing, pharma/biopharma, forensics and adjacent markets. The Company is subject to risks and uncertainties common to technology companies in the device industry and of similar size, including, but not limited to, development by competitors of new technological innovations, dependence on key personnel, protection of proprietary technology, compliance with government regulations, uncertainty of market acceptance of products, and the need to obtain additional financing to fund operations. Potential risks and uncertainties also include, without limitation, uncertainties regarding higher inflation and interest rates. Products currently under development will require additional research and development efforts prior to commercialization and will require additional capital and adequate personnel and infrastructure. The Company’s research and development may not be successfully completed, adequate protection for the Company’s technology may not be obtained, the Company may not obtain necessary government regulatory approval, and approved products may not prove commercially viable. The Company operates in an environment of rapid change in technology and competition. Acquisitions The Company acquired CAM2 Technologies, LLC (d/b/a RedWave Technology) (“RedWave”), located in Danbury, Connecticut in April 2024. RedWave is a leading provider of portable FTIR spectroscopic analyzers for rapid chemical identification of bulk materials. FTIR (Fourier Transform Infrared), an optical spectroscopy technology, is highly regarded for its specific substance identification abilities across a broad range of bulk materials. 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. 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. Basis of Presentation The Company’s consolidated financial statements have been prepared in conformity with GAAP. Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, 908 Devices Securities Corporation, RedWave, 908 Devices (Shanghai) Technology Co., Ltd. and 908 Devices GmbH. All intercompany balances and transactions have been eliminated. The accompanying consolidated financial statements have been prepared on the basis of continuity of operations, realization of assets and the satisfaction of liabilities and commitments in the ordinary course of business. The Company has incurred recurring losses since inception, including net losses of $ 72.2 million and $ 36.4 million for the years ended December 31, 2024 and 2023, respectively. As of December 31, 2024, the Company had an accumulated deficit of $ 242.8 million. The Company expects to continue to generate operating losses in the foreseeable future. As of March 7, 2025, the issuance date of the consolidated financial statements, the Company expects that its cash, cash equivalents and marketable securities will be sufficient to fund its operating expenses and capital expenditure requirements for at least the next 12 months from the issuance date of the consolidated financial statements. The Company may seek additional funding through private or public equity financings, debt financings, collaborations, strategic alliances and marketing, channel partner, or licensing arrangements. The Company may not be able to obtain financing on acceptable terms, or at 91 Table of Contents 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. If the Company is unable to obtain funding, the Company could be forced to delay, reduce or eliminate some or all of its research and development programs, product expansion or commercialization efforts, or the Company may be unable to continue operations. 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. ​ Reclassifications ​ Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations and comprehensive loss or cash flows. A reclassification has been made to the Consolidated Statements of Operation for fiscal year ended December 31, 2023, to combine service revenue and contract revenue to be a combined line item. ​ ​ 2. Summary of Significant Accounting Policies Use of Estimates 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. 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. 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. These estimates may change, as new events occur and additional information is obtained. On an ongoing basis, management evaluates its estimates as there are changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results may differ from those estimates or assumptions. Risk of Concentrations of Credit, Significant Customers and Significant Suppliers Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents, marketable securities, and accounts receivable. The Company’s cash and cash equivalents and restricted cash are maintained in bank deposit accounts and money market funds that regularly exceed federally insured limits. The Company is exposed to credit risk on its cash, cash equivalents and restricted cash in the event of default by the financial institutions to the extent account balances exceed the amount insured by the Federal Deposit Insurance Corporation (“FDIC”). The Company’s marketable securities are invested in U.S. treasury securities and as a result, the Company believes represent minimal credit risk. Significant customers are those that accounted for 10 % or more of the Company’s total revenue or accounts receivable. No customer represented for 10 % or more of total revenue for the year ended December 31, 2024. One customer represented 21 % of total revenue for the year ended December 31, 2023. As of December 31, 2024, one customer accounted for 15 % of gross accounts receivable. 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. Although the Company seeks to reduce dependence on those limited sources of suppliers and 92 Table of Contents 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 The Company considers all highly liquid investments with original maturities of three months or less at the date of purchase to be cash equivalents. Restricted Cash Restricted cash primarily represents collaterals for the corporate credit cards and a letter of credit issued as security for the lease for the Company’s facility in Morrisville, North Carolina. Accounts Receivable, net Accounts receivable are presented net of an allowance for credit losses, which is an estimate of amounts that may not be collectible. The Company performs ongoing credit evaluations of its customers and monitors economic conditions to identify facts and circumstances that may indicate its receivables are at risk of collection. The Company provides reserves against accounts receivable for estimated credit losses, if any, that may result from a customer’s inability to pay based on the composition of its accounts receivable, current economic conditions and historical credit loss activity. Amounts deemed uncollectible are charged or written-off against the reserve. 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): ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2024 2023 Balances at beginning of period $ 395 ​ $ 25 Current period change for expected credit loss ​ 190 ​ ​ 386 Deduction / recoveries collected ​ ( 60 ) ​ ​ ( 16 ) Balances at end of period $ 525 ​ $ 395 ​ Inventory Inventory is valued at the lower of cost or net realizable value. Cost is computed using the first-in, first-out method. The Company regularly reviews inventory quantities on-hand for excess and obsolete inventory and, when circumstances indicate, records charges to write down inventories to their estimated net realizable value, after evaluating historical sales, future demand, market conditions and expected product life cycles. Such charges are classified as cost of revenue in the consolidated statements of operations. Any write-down of inventory to net realizable value creates a new cost basis. Assets Recognized from Costs to Obtain a Contract with a Customer The Company recognizes an asset for the incremental costs of obtaining a contract with a customer if the Company expects the benefit of those costs to be longer than one year. The Company has determined that certain sales incentive programs meet the requirements to be capitalized. Total capitalized costs to obtain a contract were not significant during the periods presented and are included in other current assets and other long-term assets in the Company’s consolidated balance sheets. Leases The Company accounts for leases under ASC 842, Leases (“ASC 842”). In accordance with ASC 842, the Company accounts for a contract as a lease when it has the right to control the asset for a period of time while obtaining 93 Table of Contents substantially all of the asset’s economic benefits. The Company determines if an arrangement is a lease or contains an embedded lease at inception. For arrangements that meet the definition of a lease, the Company determines the initial classification and measurement of its right-of-use asset and lease liability at the lease commencement date and thereafter if modified. The lease term includes any renewal options that the Company is reasonably assured to exercise. The present value of lease payments is determined by using the interest rate implicit in the lease, if that rate is readily determinable; otherwise, the Company uses its estimated secured incremental borrowing rate for that lease term. The Company’s policy is to not record leases with an original term of twelve months or less on its consolidated balance sheets and recognizes those lease payments in the consolidated statements of operations and comprehensive loss on a straight-line basis over the lease term. The Company’s existing leases are for office and laboratory space. In addition to rent, the leases may require the Company to pay additional costs, such as utilities, maintenance and other operating costs, which are generally referred to as non-lease components. The Company has elected to not separate lease and non-lease components. Only the fixed costs for lease components and their associated non-lease components are accounted for as a single lease component and recognized as part of a right-of-use asset and liability. Rent expense for operating leases is recognized on a straight-line basis over the reasonably assured lease term based on the total lease payments and is included in operating expense in the consolidated statements of operations and comprehensive loss. Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization expense is recognized using the straight-line method over the estimated useful life of each asset as follows: ​ ​ ​ ​ ​ Estimated Useful Life Laboratory and demonstration equipment 2 to 5 years Computer equipment and software 3 years Furniture and fixtures 7 years Leasehold improvements Shorter of remaining life of lease or useful life ​ Costs for capital assets not yet placed into service are capitalized as construction-in-progress and depreciated once placed into service. Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation and amortization are removed from the accounts and any resulting gain or loss is included in loss from operations. Expenditures for repairs and maintenance are charged to expense as incurred. When a device is used as demonstration equipment, such device is reclassified from inventory to demonstration equipment under property and equipment and begins to depreciate over its estimated useful life. The Company does not refurbish such device or reverse transfer the device to inventory. Software Development Costs The Company incurs costs to develop computer software that is embedded in the hardware components of the Company’s products. Research and development costs related to this software are expensed as incurred, except for costs of internally developed or externally purchased software that qualify for capitalization. Software development costs incurred subsequent to the establishment of technological feasibility, but prior to the general release of the product, are capitalized and, upon general release, are amortized based upon the pattern in which economic benefits related to such assets are realized. Due to the short time period between achieving technological feasibility and product release and the insignificant amount of costs incurred during such periods, the Company did not capitalize any software development costs during the years ended December 31, 2024 and 2023. Fair Value Measurements Certain assets and liabilities are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market 94 Table of Contents for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: ● Level 1 - Quoted prices in active markets for identical assets or liabilities. ● Level 2 - Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. ● Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. ​ The Company's financial instruments consist primarily of cash equivalents, marketable securities, accounts receivable, accounts payable, accrued expenses and contingent consideration. The Company’s cash equivalents and marketable securities, consisting of money market funds (a Level 1 measurement) and U.S. treasury notes (a Level 2 measurement), are carried at fair value, determined according to the fair value hierarchy described above (See Note 3, Fair Value Measurements ). The carrying values of the Company’s accounts receivable, accounts payable and accrued expenses approximate their fair values due to the short-term nature of these assets and liabilities. The carrying value of the Company’s long-term debt approximates its fair value (a Level 2 measurement) at each balance sheet date due to its variable interest rate, which approximates a market interest rate. The Company’s contingent consideration is measured at its fair value at each balance sheet date using unobservable inputs in the valuation methodology (a Level 3 measurement). Marketable Securities The Company’s marketable securities are classified as available-for-sale and are carried at fair value, with the unrealized gains and losses reported as a component of accumulated other comprehensive income (loss) in stockholders’ equity. Premiums and discounts on marketable securities are amortized and accreted, respectively, to earliest call date and maturity, respectively, and included in interest income in the consolidated statements of operations. When the fair value is below the amortized cost basis of a marketable security, an estimate of expected credit losses is made. The credit-related impairment amount is recognized in the consolidated statements of operations. Credit losses are recognized through the use of an allowance for credit losses account in the consolidated balance sheet and subsequent improvements in expected credit losses are recognized as a reversal of an amount in the allowance account. 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. 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. 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. 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. 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. If as a result of the qualitative 95 Table of Contents 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. 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: ​ ​ ​ ​ ​ ​ ​ Customer Relationships ​ 8 years Developed Technology ​ 15 years Software ​ 3 years Trade Name ​ 2 years ​ The Company reviews other long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset or an asset group may not be recoverable. In evaluating long-lived assets for recoverability, the Company estimates the future cash flows that are expected from the use of each asset group. Impairment losses are measured and recorded for the excess of an asset's carrying value over its fair value. To determine the fair value of long-lived assets, the Company utilizes the valuation technique or techniques deemed most appropriate based on the nature of the asset or asset group, which may include the use of quoted market prices, prices for similar assets or other valuation techniques such as discounted future cash flows or earnings. Foreign currency The Company translates assets and liabilities of its foreign subsidiaries at rates in effect at the end of the reporting period. Revenues and expenses are translated at average rates in effect during the reporting period. Translation adjustments are included in accumulated other comprehensive income (loss). Product Warranties The Company offers a one-year limited warranty on most products, which is included in the selling price. The Company’s standard limited warranty covers repair or replacement. The Company provides for estimated warranty expenses as a component of cost of revenue at the time product revenue is recognized. Warranty costs are estimated based on the current expected product replacement or repair cost and expected replacement or repair rates based on historical experience. The Company evaluates its warranty accrual at the end of each reporting period and makes adjustments as necessary. Segment Information The Company manages its operations on a consolidated basis and as a single segment for the purposes of assessing performance and making operating decisions. The Company provides a suite of purpose-built handheld and desktop mass spectrometry devices for use in a broad array of markets including life sciences research, bioprocessing, pharma/biopharma, forensics and adjacent markets. Operating segments are defined as components of an enterprise for which separate financial information is regularly evaluated by the Company’s chief operating decision maker, or decision-making group, in deciding how to allocate resources and assess performance. The Company has determined that its chief operating decision maker (“CODM”) is its Chief Executive Officer. See Note 20, Segment Reporting and Geographic Data , for disclosure of significant segment expenses and tangible assets by Geographic locations. Revenue Recognition The Company recognizes revenue from sales to customers under ASC 606, Revenue from Contracts with Customers (“ASC 606”), by applying the following five steps: (1) identification of the contract, or contracts, with a customer, 96 Table of Contents (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. The primary method used to estimate standalone selling price is the price observed in standalone sales to customers; however, when prices in standalone sales are not available the Company may use third party pricing for similar products or services or estimate the standalone selling price, which is set by management. 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. 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. The Company had no contract assets related to revenue as of December 31, 2024 or 2023. 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. 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. 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 ​ The Company derives product and service revenue primarily from the sale of handheld and desktop products and related consumables and services. Revenue is recognized when control of the promised products, consumables or services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those products, consumables or services (the transaction price). A performance obligation is a promise in a contract to transfer a distinct product or service to a customer and is the unit of accounting under ASC 606. For devices and consumables sold by the Company, control transfers to the customer at a point in time. To indicate the transfer of control, the Company must have a present right to payment, legal title must have passed to the customer, the customer must have the significant risks and rewards of ownership, and where acceptance is other than perfunctory, the customer must have accepted the product or service. The Company’s principal terms of sale are freight on board (“FOB”) shipping point, or equivalent, and, as such, the Company primarily transfers control and records revenue for product sales upon shipment. Sales arrangements with delivery terms that are not FOB shipping point are not recognized upon shipment and the transfer of control for revenue recognition is evaluated based on the associated shipping terms and customer obligations. If a performance obligation to the customer with respect to a sales transaction remains to be fulfilled following shipment (typically installation or acceptance by the customer), revenue recognition for that performance obligation is deferred until such commitments have been fulfilled. For extended warranty and support, control transfers to the customer over the term of the arrangement. 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. Such receivables are not contract assets. Payment terms for customer orders, including for each of the Company’s primary performance obligations, are typically 30 to 90 days after the shipment or delivery of the product, and such payments typically do not include payments that are variable, dependent on specified factors or events. In limited circumstances, there exists a right of return for product if agreed to by the Company. Revenue is only recognized for those goods that are not expected to be returned such that it is probable that there will not be a significant reversal of cumulative revenue. Service arrangements commonly call for payments in advance of performing the work (e.g., extended warranty/service contracts), upon completion of the service or a mix of both. The Company does not enter into significant financing agreements or other forms of variable consideration. 97 Table of Contents Contract Revenue ​ The Company generates revenue from short and long-term contracts associated with the design and development and delivery of detection devices or related design and support services. Generally, revenue for long-term contracts is recognized based upon the cost-to-cost measure of progress, provided that the Company meets the criteria associated with transferring control of the good or service over time such as not creating an asset with an alternative use and having an enforceable right to payment for completed performance. However, the Company evaluates the proper revenue recognition on a contract by contract basis, as each contract generally contains terms specific to the underlying agreement which could result in differing performance obligations and payment terms (cost plus, fixed price agreements among others). For revenue recognized under the cost-to-cost measure of progress basis, the Company continually assesses total costs expected to be incurred and if such costs require adjustment to the measure of progress, the Company records such adjustment as a change in estimate on a cumulative catch-up basis in the period of adjustment. The Company includes the unconstrained amount of consideration in the transaction price. The amount included in the transaction price is constrained to the amount for which it is probable that a significant reversal of cumulative revenue recognized will not occur. At the end of each subsequent reporting period, as required under ASC 606, the Company re-evaluates the estimated consideration included in the transaction price and any related constraint, and if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis in the period of adjustment. The following is a summary of the activity of the Company’s deferred revenue (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2024 2023 Balances at beginning of period ​ $ 19,200 ​ $ 16,510 Recognition of revenue included in balance at beginning of the period ​ ( 10,129 ) ​ ( 7,575 ) Deferred revenue acquired, net of revenue recognized ​ ​ 2,914 ​ ​ — Revenue deferred during the period, net of revenue recognized ​ 10,819 ​ 10,265 Balances at end of period ​ $ 22,804 ​ $ 19,200 ​ The amount of deferred revenue equals the transaction price allocated to unfulfilled performance obligations for the period presented. Such deferred revenue amounts related to revenue are expected to be recognized in the future as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ 2024 2023 Deferred revenue expected to be recognized in: ​ ​ One year or less ​ $ 12,125 ​ $ 10,629 One to two years ​ 5,338 ​ 5,080 Three years and beyond ​ 5,341 ​ 3,491 ​ ​ $ 22,804 ​ $ 19,200 ​ Distribution Channels A majority of the Company’s revenue is generated by sales in conjunction with its channel partners, such as its international channel partners and, in the United States, for end customers where a government contract is required or a customer has a pre-existing relationship. When the Company transacts with a channel partner, its contractual arrangement is with the partner and not with the end-use customer. Whether the Company transacts business with and receives the order from a channel partner or directly from an end-use customer, its revenue recognition policy and resulting pattern of revenue recognition for the order are the same. 98 Table of Contents Disaggregated Revenue 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, ​ 2024 2023 Revenue: ​ ​ Device sales revenue $ 35,991 ​ $ 33,379 Recurring revenue 23,323 ​ 16,480 Contract revenue 317 ​ 370 Total revenue $ 59,631 ​ $ 50,229 ​ The following table presents the Company’s revenue by device type (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2024 2023 Handheld revenue: ​ ​ ​ ​ ​ ​ ​ Device sales revenue ​ ​ $ 31,684 ​ $ 27,859 Recurring revenue ​ ​ ​ 14,422 ​ ​ 10,011 Contract revenue ​ ​ ​ 132 ​ ​ 370 Total handheld revenue ​ ​ ​ 46,238 ​ ​ 38,240 Desktop revenue: ​ ​ ​ ​ ​ ​ ​ Device sales revenue ​ ​ ​ 4,307 ​ ​ 5,520 Recurring revenue ​ ​ ​ 8,901 ​ ​ 6,469 Contract revenue ​ ​ ​ 185 ​ ​ — Total desktop revenue ​ ​ ​ 13,393 ​ ​ 11,989 Total revenue ​ ​ $ 59,631 ​ $ 50,229 ​ Revenue based on the end-user entity type for the Company’s revenue are presented below (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2024 2023 Government ​ $ 46,161 ​ $ 38,232 Pharmaceutical/Biotechnology ​ ​ 13,062 ​ 11,340 Academia and other ​ ​ 408 ​ 657 Total revenue ​ $ 59,631 ​ $ 50,229 ​ The following table disaggregates the Company’s revenue from contracts with customers by geography, which are determined based on the customer location (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2024 2023 United States ​ $ 41,965 ​ $ 38,173 Europe, Middle East and Africa ​ ​ 13,463 ​ 9,378 Asia Pacific ​ ​ 3,343 ​ ​ 1,825 Americas other ​ ​ 860 ​ 853 Total revenue ​ $ 59,631 ​ $ 50,229 ​ International sales are comprised of product and service revenue, with all contract revenue being attributable to North America. 99 Table of Contents Shipping and Handling Fees and Costs Shipping and handling fees billed to customers for product shipments are recorded in revenue in the accompanying consolidated statements of operations and comprehensive loss. Shipping and handling costs incurred for inventory purchases and product shipments are recorded in cost of revenue in the accompanying consolidated statements of operations and comprehensive loss. Cost of Revenue Product cost of revenue primarily consists of costs for raw material parts and associated freight, shipping and handling costs, royalties, contract manufacturer costs, salaries and other personnel costs, overhead and other direct costs related to those sales recognized as product revenue in the period. 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. 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 Research and development expenses consist primarily of employee-related expenses incurred for research activities, product development, hardware and software engineering, consultant services and other costs associated with the Company’s technology platform and products, research materials and facilities, depreciation and maintenance expense. Advertising Expense The Company expenses costs of advertising as incurred. Advertising costs was $ 2.0 million and $ 1.8 million during the years ended December 31, 2024 and 2023, respectively. Patent Costs 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. Amounts incurred are classified as general and administrative expenses. Stock-Based Compensation 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. 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. The straight-line method of expense recognition is applied to all awards with service-only conditions, while the graded vesting method is applied to all grants with both service and performance conditions. The Company classifies stock-based compensation expense in its consolidated statements of operations in the same manner in which the award recipient’s payroll costs are classified or in which the award recipient’s service payments are classified. Other Comprehensive Income (Loss) Other comprehensive income (loss) refers to revenues, expenses, gains and losses that are excluded from net loss as these amounts are recorded directly as an adjustment to shareholders' equity, net of tax. The Company's other 100 Table of Contents comprehensive income was composed of foreign currency translation adjustments and unrealized gain or loss on marketable securities. Net Income (Loss) per Share The Company has one class of shares outstanding and basic net income (loss) per common share is computed by dividing the net income (loss) by the weighted average number of shares of common stock outstanding for the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period, including potential dilutive common shares assuming the dilutive effect of any potential dilutive securities outstanding for the fiscal year. Potential dilutive securities include warrants, stock options, restricted stock units, and shares to be purchased under the Company’s employee stock purchase plan. For periods in which the Company reports a net loss, diluted net loss per common share is the same as basic net loss per common share, since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. Business combination Under the acquisition method of accounting, the Company generally recognizes the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values on the date of acquisition. The fair values assigned, defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between willing market participants, are based on estimates and assumptions determined by management. The excess consideration over the aggregate value of tangible and intangible assets, net of liabilities assumed, is recorded as goodwill. These valuations require significant estimates and assumptions, especially with respect to intangible assets. The Company estimates the fair value of the contingent consideration earnouts using the Monte Carlo Simulation or probability weighted scenario depending on the nature of the contingent consideration and update the fair value of the contingent consideration at each reporting period based on the estimated probability of achieving the earnout targets and applying a discount rate that captures the risk associated with the expected contingent payments. To the extent that these estimates change in the future regarding the likelihood of achieving these targets, the Company may need to record material adjustments to its accrued contingent consideration. Such changes in the fair value of contingent consideration are recorded as contingent consideration expense or income in the consolidated statements of operations. The Company uses the income approach to determine the fair value of certain identifiable intangible assets including customer relationships and developed technology. This approach determines fair value by estimating after-tax cash flows attributable to these assets over their respective useful lives and then discounting these after-tax cash flows back to a present value. The Company bases its assumptions on estimates of future cash flows, expected growth rates, expected trends in technology, probabilities of customer renewals, etc. 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. 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. Income Taxes 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. Deferred tax assets and liabilities are determined on the basis of the differences between the financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is 101 Table of Contents 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. The Company accounts for uncertainty in income taxes recognized in the consolidated financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more-likely-than-not to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the consolidated financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. 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. Recently Issued Accounting Pronouncements The Company qualifies as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and has elected not to “opt out” of the extended transition related to complying with new or revised accounting standards, which means that when a standard is issued or revised and it has different application dates for public and nonpublic companies, the Company will adopt the new or revised standard at the time nonpublic companies adopt the new or revised standard and will do so until such time that the Company either (i) irrevocably elects to “opt out” of such extended transition period or (ii) no longer qualifies as an emerging growth company. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740). The accounting guidance requires public entities, on an annual basis, to provide disclosure of specific categories in their tax rate reconciliations, as well as disclosure of income taxes paid disaggregated by jurisdiction. The guidance is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. As this accounting standard update impacts disclosures only, we do not expect the adoption to have a material impact on our consolidated financial statements. In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. 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. ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact of the ASU on its consolidated financial statements. Recently Adopted Accounting Pronouncements In November 2023, the FASB issued ASU 2023-07, Segment Reporting: Improvements to Reportable Segment Disclosure (“Topic 280”) to establish standards for reporting information about operating segments. Operating segments are defined as components of an enterprise engaging in business activities for which separate financial information is available and regularly reviewed by the CODM in deciding how to allocate resources and in assessing performance. The Company adopted this standard during the year ended December 31, 2024. See Note 20, Segment Reporting and Geographic Data , for further information and disclosures. ​ 102 Table of Contents 3. Fair Value Measurements The following tables present the Company’s fair value hierarchy for its assets and liabilities that are measured at fair value on a recurring basis (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value Measurements at December 31, 2024 Using: ​ Level 1 Level 2 Level 3 Total Assets: ​ ​ ​ ​ Cash equivalents - Money market funds ​ $ 20,857 ​ $ — ​ $ — ​ $ 20,857 Marketable securities - U.S. Treasury securities due in 3 - 12 months ​ ​ — ​ ​ 25,568 ​ ​ — ​ ​ 25,568 Total assets measured at fair value $ 20,857 $ 25,568 $ — $ 46,425 Other long-term liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Acquisition-related contingent consideration ​ ​ — ​ ​ — ​ ​ 2,284 ​ ​ 2,284 Total liabilities measured at fair value ​ $ — ​ $ — ​ $ 2,284 ​ $ 2,284 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value Measurements at December 31, 2023 Using: ​ Level 1 Level 2 Level 3 Total Assets: ​ ​ ​ ​ Cash equivalents - Money market funds ​ $ 94,165 ​ $ — ​ $ — ​ $ 94,165 Cash equivalents - U.S. Treasury securities ​ ​ — ​ ​ 4,964 ​ ​ — ​ ​ 4,964 Marketable securities - U.S. Treasury securities due in 3 - 6 months ​ ​ — ​ ​ 24,641 ​ ​ — ​ ​ 24,641 Total assets measured at fair value $ 94,165 $ 29,605 $ — $ 123,770 Other current liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Acquisition-related contingent consideration ​ ​ — ​ ​ — ​ ​ 500 ​ ​ 500 Total liabilities measured at fair value ​ $ — ​ $ — ​ $ 500 ​ $ 500 ​ Money Market Funds ​ Money market funds were valued by the Company based on quoted market prices, which represent a Level 1 measurement within the fair value hierarchy. There were no transfers between Level 1, Level 2 or Level 3 during the years ended December 31, 2024 or 2023. Marketable Securities U.S. treasury securities were valued by the Company using quoted prices in active markets for similar securities, which represent a Level 2 measurement within the fair value hierarchy. Contingent Consideration ​ 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. Acquisition-related contingent consideration is measured and reported at fair value using the Monte Carlo simulation method or probability weighted scenario based on the unobservable inputs, which are significant to the fair value and classified with Level 3 of the fair value hierarchy. For the acquisition of TRACE Analytics GmbH, located in Braunschweig, Germany (“Trace”) in August 2022, the amount was contingent based on the acquired business’ performance for the milestones ranging from the date of acquisition to June 30, 2024. The unobservable inputs used in the fair value measurements include the probabilities of successful achievement of certain technological integration targets, forecasted results or targets, volatility of the common 103 Table of Contents stock price of the Company, and discount rates. The sellers in the Trace acquisition achieved two of three milestones under the share purchase and transfer agreement, and accordingly the Company paid the sellers $ 0.5 million in August 2023 and $ 0.5 million in February 2024. During the fourth quarter of 2023, the probability weighted fair value of the remaining future earnout related to the Trace acquisition was determined to be zero and the accumulated accretion under the last milestone and the relative contingent consideration have been reduced to zero . As of June 30, 2024, the sellers did not meet the last milestone and the measurement period for the milestone ended on June 30, 2024. For the acquisition of RedWave in April 2024, the amount of contingent consideration to be issued is contingent based on the amount of revenue the Company generates from the sale of certain RedWave products and services during the two -year period from May 1, 2024 through April 30, 2026. 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 % . 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 % . 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 ​ $ 500 Acquisition date fair value of contingent consideration - earnout ​ ​ 15,500 Decrease in fair value of contingent consideration earnouts ​ ​ ( 13,216 ) Contingent consideration payment ​ ​ ( 500 ) Balance as of December 31, 2024 ​ $ 2,284 ​ The change in the fair value of contingent consideration liability is included in loss from operations. 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. ​ 4. Marketable Securities ​ Marketable securities by security type consisted of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2024 ​ ​ ​ Amortized Cost ​ Gross Unrealized Gain ​ Gross Unrealized Loss ​ Credit Losses ​ Fair Value ​ Marketable securities - U.S. Treasury securities ​ $ 25,555 ​ $ 13 ​ $ — ​ $ — ​ $ 25,568 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 ​ ​ ​ Amortized Cost ​ Gross Unrealized Gain ​ Gross Unrealized Loss ​ Credit Losses ​ Fair Value ​ Marketable securities - U.S. Treasury securities ​ $ 24,628 ​ $ 13 ​ $ — ​ $ — ​ $ 24,641 ​ ​ 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. treasury securities during the year ended December 104 Table of Contents 31, 2024. The U.S. treasury securities that matured were approximately $ 54.6 million and none were sold before maturity. Interest earned on maturities of marketable securities is $ 1.4 million and $ 0.8 million for the year ended December 31, 2024 and 2023, respectively. ​ ​ 5. Inventory Inventory consisted of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ 2024 ​ 2023 Raw materials ​ ​ $ 10,848 ​ $ 11,294 Work-in-progress ​ ​ ​ 1,528 ​ 1,717 Finished goods ​ ​ ​ 3,797 ​ 1,927 ​ ​ ​ $ 16,173 ​ $ 14,938 ​ During the years ended December 31, 2024 and 2023, the Company made non-cash transfers of demonstration equipment from inventory to property and equipment of $ 1.2 million and $ 1.0 million, respectively. ​ ​ 6. Goodwill and Intangible Assets, net Goodwill As of December 31, 2024, the Company carried no goodwill balance. The following is a rollforward of the Company’s goodwill balance (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2024 ​ 2023 Balances at beginning of period ​ $ 10,367 ​ $ 10,050 Goodwill acquired ​ 30,160 ​ — Goodwill impairment ​ ​ ( 40,659 ) ​ ​ — Foreign currency impact ​ ​ 132 ​ ​ 317 Balances at end of period ​ $ — ​ $ 10,367 ​ 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. 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. 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. 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. 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. In performing the quantitative assessment of goodwill, the reporting unit’s carrying amount exceeded its fair value. The Company estimated the reporting unit's fair value based on the market capitalization and a related control premium of 20 % (reflecting the amount that would be paid by a new controlling shareholder for the benefits resulting from synergies and other potential benefits derived from controlling the acquired company). The Company evaluated the 105 Table of Contents implied control premium by comparing it to control premiums or discounts of recent comparable market transactions, as applicable. As a result of the interim quantitative impairment assessment, the Company recorded a $ 30.5 million noncash goodwill impairment charge during the third quarter of 2024. 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. 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. 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. 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. In performing the quantitative assessment of goodwill, the reporting unit’s carrying amount exceeded its fair value. The Company estimated the reporting unit's fair value based on the market capitalization and a related control premium of 20 %. The Company evaluated the implied control premium by comparing it to control premiums or discounts of recent comparable market transactions, as applicable. As a result of the interim quantitative impairment assessment, the Company recorded 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 Intangible assets, net consists of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2024 ​ ​ Cost ​ Accumulated Amortization ​ Translation adjustments ​ Net Book Value Customer Relationships ​ $ 5,642 ​ $ ( 1,200 ) ​ $ 91 ​ $ 4,533 Developed Technology ​ ​ 43,047 ​ ​ ( 2,531 ) ​ ​ 140 ​ ​ 40,656 Software ​ ​ 254 ​ ​ ( 185 ) ​ ​ 3 ​ ​ 72 Trade Name ​ ​ 61 ​ ​ ( 61 ) ​ ​ — ​ ​ — ​ ​ $ 49,004 ​ $ ( 3,977 ) ​ $ 234 ​ $ 45,261 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 ​ ​ Cost ​ Accumulated Amortization ​ Translation adjustments ​ Net Book Value Customer Relationships ​ $ 3,142 ​ $ ( 580 ) ​ $ 240 ​ $ 2,802 Developed Technology ​ ​ 4,967 ​ ​ ( 487 ) ​ ​ 395 ​ ​ 4,875 Software ​ ​ 254 ​ ​ ( 108 ) ​ ​ 18 ​ ​ 164 Trade Name ​ ​ 61 ​ ​ ( 45 ) ​ ​ 3 ​ ​ 19 ​ ​ $ 8,424 ​ $ ( 1,220 ) ​ $ 656 ​ $ 7,860 ​ 106 Table of Contents Amortization expense for intangible assets was recorded in the following expense categories of its consolidated statements of operations (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ 2024 2023 Cost of revenue ​ ​ $ 2,121 ​ $ 428 Selling, general and administrative expenses ​ ​ ​ 625 ​ ​ 449 ​ ​ ​ $ 2,746 ​ $ 877 ​ Estimated future amortization expense for the intangible assets as of December 31, 2024 is as following (in thousands): ​ ​ ​ ​ 2025 ​ $ 3,685 2026 ​ ​ 3,614 2027 ​ ​ 3,609 2028 ​ ​ 3,609 2029 ​ ​ 3,609 Thereafter ​ ​ 27,135 ​ ​ $ 45,261 ​ ​ 7. Property and Equipment, Net Property and equipment, net consisted of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2024 2023 Laboratory and demonstration equipment ​ $ 10,312 ​ $ 8,267 Computer equipment and software ​ 357 ​ 202 Furniture and fixtures ​ 545 ​ 372 Construction in progress ​ ​ 41 ​ ​ 53 Leasehold improvements ​ 598 ​ 395 ​ ​ 11,853 ​ 9,289 Less: Accumulated depreciation and amortization ​ ( 8,432 ) ​ ( 5,947 ) ​ ​ $ 3,421 ​ $ 3,342 ​ Depreciation expense amounted to $ 1.9 million and $ 1.5 million in each of the years ended December 31, 2024 and 2023, respectively. ​ 8. Accrued Expenses Accrued expenses consisted of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ 2024 ​ 2023 Accrued employee compensation and benefits ​ ​ $ 6,767 ​ $ 5,994 Accrued warranty ​ ​ 1,004 ​ 942 Accrued professional fees ​ ​ 812 ​ 560 Contingent consideration, current portion ​ ​ ​ — ​ ​ 500 Accrued other ​ ​ 513 ​ 717 ​ ​ ​ $ 9,096 ​ $ 8,713 ​ 107 Table of Contents Changes in the Company’s product warranty obligation are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2024 2023 Accrual balance at beginning of period ​ $ 942 ​ $ 1,119 Provision for new warranties ​ 1,586 ​ 1,273 Settlements and adjustments made during the period ​ ( 1,524 ) ​ ( 1,450 ) Accrual balance at end of period ​ $ 1,004 ​ $ 942 ​ ​ 9. Restructuring In November 2024, the Company announced an organizational restructuring to strengthen operational efficiencies. As part of the organizational restructuring, and to reduce the Company’s annual cash burn, the Company implemented an approximately 11 % workforce reduction to rationalize the Company’s bioprocessing and life science instrumentation investments in sales, marketing and research and development during the current slower growth market environment. In addition, the Company is transitioning manufacturing operations from Boston to North Carolina and Connecticut, to be completed in 2025. For the year ended December 31, 2024, the Company incurred approximately $ 0.7 million of expenses related to the restructuring. These expenses were primarily for cash payments of severance and employee benefits, majority of which was paid as of December 31, 2024 and less than $ 0.1 million was recorded in accrued liabilities as of December 31, 2024. The following table summarizes the charges related to restructuring activities by type of cost (amounts in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, 2024 ​ ​ Severance & Employee-Related Costs Total ​ Cost of revenue ​ $ 69 ​ $ 69 ​ Research and development expenses ​ ​ 99 ​ 99 ​ Selling, general and administrative expenses ​ ​ 542 ​ 542 ​ ​ ​ $ 710 ​ $ 710 ​ ​ The restructuring was substantially completed in December 2024 and less than $ 0.1 million was recorded in accrued liabilities on the consolidated balance sheets as of December 31, 2024. The Company did not incur any facility or other exit costs for transitioning manufacturing operations from Boston into North Carolina and Connecticut, however these are expected to be incurred in 2025. ​ 10. Long-Term Debt Loan and Security Agreements Amended 2022 Revolver On November 2, 2022, the Company entered into a Loan and Security Agreement (the “2022 Revolver”), by and between, the Company, as borrower, and Silicon Valley Bank (“SVB”), a division of First Citizens Bank, as lender. The 2022 Revolver provided for a revolving line of credit of up to $ 35.0 million. The Company was permitted to make interest-only payments on the revolving line of credit through November 2, 2025, at which time all outstanding indebtedness would be immediately due and payable. The outstanding principal amount of any advance accrued interest 108 Table of Contents at a floating rate per annum equal to the greater of (i) three and one-half percent ( 3.50 %) and (ii) the “ prime rate ” as published in The Wall Street Journal for the relevant period minus one-half percent ( 0.50 %). The Company’s obligations under the 2022 Revolver were secured by substantially all of the Company’s assets, excluding its intellectual property, which was subject to a negative pledge. The revolving line of credit under the 2022 Revolver was scheduled to terminate on November 2, 2025. The 2022 Revolver also contained certain financial covenants, including a requirement that the amount of unrestricted and unencumbered cash minus advances under the 2022 Revolver, was not less than the amount equal to the greater of (i) $ 10.0 million or (ii) nine ( 9 ) months of cash burn. The 2022 Revolver contained customary representations and warranties, as well as certain non-financial covenants, including limitations on, among other things, the Company’s ability to change the principal nature of its business, dispose of the Company’s business or property, engage in any change of control transaction, merge or consolidate with any other entity or to acquire all or substantially all the capital stock or property of another entity, incur additional indebtedness or liens, pay dividends or make other distributions on capital stock, redeem the Company’s capital stock, engage in transactions with affiliates or otherwise encumber the Company’s intellectual property, in each case, subject to customary exceptions. As of December 31, 2022, the outstanding principal balance under the 2022 Revolver was $ 15.0 million, which was repaid in full on January 4, 2023. The interest rate applicable to borrowing under the 2022 Revolver was 7.0 % as of December 31, 2022. On March 10, 2023, SVB, one of our financial institutions, was closed by the California Department of Financial Protection and Innovation, which appointed the Federal Deposit Insurance Corporation (“FDIC”) as receiver. On March 12, 2023, the U.S. Department of the Treasury, Federal Reserve Board, and FDIC released a joint statement announcing that the FDIC would complete its resolution of SVB in a manner that fully protected all depositors and that depositors would have access to all of their money starting March 13, 2023. As of March 31, 2023, the Company had transferred substantially all its cash and cash equivalents away from SVB and deposited the funds with new financial institutions. As a result of the transfer of the Company’s cash, cash equivalents and marketable securities, the Company was in default of its financial covenants under the 2022 Revolver. The Company recorded a loss on extinguishment of debt of $ 0.5 million in the three months ended March 31, 2023, which was included in interest expense in the consolidated statements of operations. On August 4, 2023, the Company entered into a Default Waiver and First Amendment to Loan and Security Agreement (the “Amended 2022 Revolver”), by and between, the Company, as borrower, and SVB, as lender. The Amended 2022 Revolver provides for a revolving line of credit of up to $ 10.0 million. The Company is permitted to make interest-only payments on the revolving line of credit through November 3, 2025, at which time all outstanding indebtedness shall be immediately due and payable. The outstanding principal amount of any advance shall accrue interest at a floating rate per annum equal to the greater of (i) four and one-half percent ( 4.50 %) and (ii) the “ prime rate ” as published in The Wall Street Journal for the relevant period minus one-half percent ( 0.50 %). The Company’s obligations under the Amended 2022 Revolver are secured by substantially all of the Company’s assets, excluding its intellectual property, which is subject to a negative pledge. The revolving line of credit under the Amended 2022 Revolver terminates on November 3, 2025. Pursuant to the Amended 2022 Revolver, SVB waived filing any legal action or instituting or enforcing any rights and remedies it may have had against the Company in connection with the Company’s failing to maintain all of its operating accounts, depository accounts and excess cash with SVB, as previously required prior to the effectiveness of the Amended 2022 Revolver. The Company recorded a credit of $ 0.3 million during the three months ended September 30, 2023 related to the previously recorded early termination penalties. The Amended 2022 Revolver also contains certain financial covenants, including a requirement that the Company maintain $ 20.0 million on account at or through SVB and the amount of unrestricted and unencumbered cash minus advances under the Amended 2022 Revolver is not less than the amount equal to the greater of (i) $ 10.0 million or (ii) 109 Table of Contents 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. ​ 11. Post-Retirement Benefit Obligations Defined Benefit Plan The Company maintained a foreign pension plan for a 908 Devices GmbH employee in Germany, which grants periodic post-retirement payment for one employee. In connection with recording the initial purchase accounting of 908 Devices GmbH in August 2022, the Company assumed this pension liability of $ 0.9 million. The Company also recorded an equal and offsetting indemnification asset in the initial purchase accounting resulting in no net impact to the overall purchase price allocation. In April 2023, t he Company received notice that the pension obligation had been transferred and no longer in 908 Devices GmbH’s name and therefore t he Company released the $ 0.9 million assignment of the pension liability and paid out the sellers. The Company did no t contribute to the plan in the year ended December 31, 2024 or 2023. ​ 12. Warrants As of December 31, 2024 and 2023, the Company had outstanding warrants for the purchase of 92,703 shares of common stock at an exercise price of $ 9.17 per share, of which warrants for the purchase of 49,078 shares and 43,625 shares expire in 2027 and 2028, respectively. ​ ​ 13. Equity Preferred Stock On December 22, 2020, the Company filed a restated certificate of incorporation in the State of Delaware, which, among other things, restated the number of shares of all classes of stock that the Company has authority to issue to 105,000,000 shares, consisting of (i) 100,000,000 shares of common stock, $ 0.001 par value per share, and (ii) 5,000,000 shares of preferred stock, $ 0.001 par value per share. The preferred stock will have such rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, as shall be determined by the Company’s board of directors upon issuance. The shares of preferred stock are currently undesignated. Common Stock Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders. Common stockholders are not entitled to receive dividends, unless declared by the board of directors. ​ 110 Table of Contents 14. Stock-Based Compensation 2012 Stock Option and Grant Plan The Company’s 2012 Stock Option and Grant Plan (the “2012 Plan”) provided for the Company to sell or issue incentive stock options or nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units and other stock-based awards to employees, directors, and non-employee consultants of the Company. The 2012 Plan was administered by the board of directors or, at the discretion of the board of directors, by a committee of the board of directors. The exercise prices, vesting and other restrictions were determined at the discretion of the board of directors, or its committee if so delegated. 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. 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 On November 23, 2020, the Company’s board of directors adopted, and on December 11, 2020, the Company’s stockholders approved the 2020 Stock Option and Incentive Plan (the “2020 Stock Plan”), which became effective on December 17, 2020. The 2020 Stock Plan provides for the grant of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, unrestricted stock, unrestricted stock units, dividend equivalent rights and cash-based awards to employees, directors and consultants of the Company. The total number of shares of common stock that may be issued under the 2020 Plan is 1,843,771 shares plus the number of shares underlying awards under the 2012 Plan that expire or are terminated, surrendered, or cancelled without the delivery of shares, are forfeited to or repurchased or otherwise become available again for grant under the 2012 Plan. As of December 31, 2024, 903,900 shares remained available for future issuance under the 2020 Plan. The 2020 Plan provides that the number of shares reserved and available for issuance under the 2020 Plan will automatically increase on each January 1 by 4 % of the outstanding number of shares of our common stock on the immediately preceding December 31 or such lesser number of shares as determined by the administrator of the 2020 Stock Plan. On January 1, 2025, the number of shares reserved and available for issuance under the 2020 Plan automatically increased by 1,403,940 shares. 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. The maximum payout percentage for all PSUs granted by the Company is 100 %. ​ The vesting of the shares underlying the PSUs is subject to the achievement of stock price levels pre-established by the compensation committee at the grant date. The PSUs are subject to the market and service conditions and valued using the Monte Carlo simulation model, which requires certain assumptions, including the risk-free interest rate, expected volatility, and the estimated dividend yield. The risk-free interest rate used in the Monte Carlo simulation model is based on zero-coupon yields implied by U.S. treasury issues with remaining terms similar to the performance period on the PSUs. The performance period of the PSUs represents the period of time between the PSU grant date and the end of the performance period. Expected volatility is based on historical data of the peers and certain indices over the most recent time period equal to the performance period. In May 2024, 52,084 performance-based restricted stock units, (“Performance Condition Based PSUs”) were granted under the 2020 Plan to employees. Each Performance Condition Based PSU is equivalent in value to one share of the Company’s common stock and related to revenue targets for the period up to April 2026. On January 29, 2025, 26,042 of these units vested, and the balance remains subject to additional performance conditions. ​ The maximum payout percentage for all performance-based restricted stock units, including Market Condition Based PSUs and Performance Condition Based PSUs, granted by the Company is 100 %. ​ 111 Table of Contents 2020 Employee Stock Purchase Plan On November 23, 2020, the Company’s board of directors adopted, and on December 11, 2020, the Company’s stockholders approved the 2020 Employee Stock Purchase Plan (the “2020 ESPP”), which became effective on December 17, 2020. The 2020 ESPP provides that the number of shares reserved and available for issuance will automatically increase on each January 1 thereafter through January 1, 2030, by the least of (i) 307,295 shares of our common stock, (ii) 1 % of the outstanding number of shares of common stock on the immediately preceding December 31, or (iii) such lesser number of shares of common stock as determined by the administrator of the 2020 ESPP. As of December 31, 2024, 611,142 shares remained available for issuance under the 2020 ESPP. During the year ended December 31, 2024 and 2023, the Company issued 161,345 shares and 93,644 shares, respectively, under the 2020 ESPP plan. On January 1, 2025, the number of shares reserved and available for issuance under the 2020 ESPP did not increase pursuant to the determination of the administrator of the 2020 ESPP. Stock Option Valuation 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. 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. For options with service-based vesting conditions, the expected term of the Company’s stock options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. The risk-free interest rate is determined by reference to the U.S. treasury yield curve in effect at the time of grant of the award for time periods equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. The following table presents, on a weighted average basis, the assumptions used in the Black-Scholes option-pricing model to determine the grant-date fair value of stock options granted: ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2024 2023 Risk-free interest rate ​ 4.2 % ​ 4.1 % Expected volatility 82 % 69 % Expected dividend yield — — ​ Expected term (in years) 6 6 ​ ​ The following table presents, on a weighted average basis, the assumptions used in the Black-Scholes option-pricing model to determine the grant-date fair value of 2020 ESPP granted: ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2024 2023 Risk-free interest rate ​ 4.8 % ​ 5.3 % Expected volatility 71 % 82 % Expected dividend yield — — ​ Expected term (in years) 0.5 0.5 ​ ​ 112 Table of Contents The following table summarizes the Company’s option activity for the fiscal year ended December 31, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ ​ ​ ​ ​ ​ Average ​ Weighted ​ Aggregate ​ ​ Number ​ Exercise ​ Contractual ​ Intrinsic ​ of Shares Price Term Value ​ ​ ​ ​ ​ ​ ​ (in years) ​ (in thousands) Outstanding at beginning of period ​ 2,427,417 ​ $ 6.34 ​ 6.4 ​ $ 14,917 Granted 537,186 ​ ​ 6.95 ​ ​ ​ Exercised ( 347,483 ) ​ ​ 1.64 ​ Forfeited or expired ( 9,758 ) ​ ​ 15.71 ​ Outstanding at end of period 2,607,362 ​ $ 7.06 6.5 $ 451 Vested and expected to vest at end of period 2,559,879 ​ $ 7.05 6.5 $ 451 Exercisable at end of period 1,863,314 ​ $ 6.45 5.6 $ 451 ​ The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s common stock for those stock options that had exercise prices lower than the fair value of the Company’s common stock. The aggregate intrinsic value of stock options exercised during the years ended December 31, 2024 and 2023 was $ 0.7 million and $ 1.7 million, respectively. As of December 31, 2024, total unrecognized compensation cost related to unvested stock options was $ 3.5 million, which is expected to be recognized over a weighted average period of 2.1 years. The weighted average grant-date fair value of stock options granted during the years ended December 31, 2024 and 2023 was $ 5.06 per share and $ 5.77 per share, respectively. The following table summarizes the Company’s restricted stock units activity for the fiscal year ended December 31, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ Average ​ ​ Number ​ Grant Date ​ of Shares Fair Value Outstanding at beginning of period ​ 1,840,681 ​ $ 11.77 Granted 1,541,054 ​ 6.56 Vested and released ( 573,471 ) ​ 12.63 Forfeited ( 217,125 ) ​ 9.42 Unvested at end of period 2,591,139 ​ $ 8.68 ​ The weighted average grant date fair value for RSUs granted for the years ended December 31, 2024 and 2023 was $ 6.56 and $ 8.69 , respectively. The aggregate intrinsic value of the RSUs vested and released for the years ended December 31, 2024 and 2023 was $ 3.7 million and $ 2.5 million, respectively. ​ 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. ​ 113 Table of Contents The following table summarizes the Company’s performance-based restricted stock units activity for the fiscal year ended December 31, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ Average ​ ​ Number ​ Grant Date ​ of Shares Fair Value Outstanding at beginning of period ​ 53,794 ​ $ 3.99 Granted 52,084 ​ 5.76 Vested and released — ​ ​ Forfeited — ​ ​ Unvested at end of period 105,878 ​ $ 4.86 ​ 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. 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. ​ Stock-Based Compensation The Company recorded stock-based compensation expense in the following expense categories of its consolidated statements of operations and comprehensive loss (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2024 2023 Cost of revenue ​ $ 753 ​ $ 577 Research and development expenses ​ ​ 3,455 ​ 2,691 Selling, general and administrative expenses ​ ​ 7,555 ​ 6,519 ​ ​ $ 11,763 ​ $ 9,787 ​ ​ ​ 15. Leases The Company has operating leases for real estate. Lease expiration dates range between 2025 and 2034. The Company has leases for office space and certain equipment. The Company’s leases have remaining lease terms ranging from less than one year to approximately seven years . Some of the leases include options to extend the lease for up to two years and these options were not included for the purpose of determining the right-of-use assets and associated lease liabilities as the Company determined that the renewal of these leases is not reasonably certain. The leases do not include any restrictions or covenants that had to be accounted for under the lease guidance. All of the leases recorded on the consolidated balance sheets as ROU assets are operating leases. ​ On January 2, 2018, the Company entered a new operating lease in Boston, Massachusetts (the “Lease”), for 37,500 rentable square feet of office space and is considered the Company’s corporate headquarters. A security deposit of $ 0.5 million was paid to the property owner and the Company issued a warrant to purchase 43,625 shares of Series D preferred stock at a purchase price of $ 5.6351 per share. The initial fair value of the warrants of $ 0.3 million was recorded as additional rent payments, increasing the value of the ROU asset and preferred stock warrant liability. ​ The initial term of the lease is through October 2025. The annualized base rent will increase by 2.5 % annually on the anniversary of the commencement date. The Company is obligated to pay its portion of real estate taxes and costs 114 Table of Contents related to the premise, including costs of operations, maintenance, repair, replacement and management of the new leased premises. In July 2022, the Company entered into a new operating lease agreement in Morrisville, North Carolina (the “New NC Lease”), to expand the Company’s research and development activities focused on its desktop offerings and enable the ability to standup an additional manufacturing site for the Company. The New NC Lease is for approximately 13,300 rentable square feet and is for a term of 88 months with total lease costs of approximately $ 4.0 million. The New NC Lease commenced in March 2023. In October 2022, 908 Devices GmbH entered into a new operating lease agreement in Braunschweig, Germany, as its existing lease was expiring and to increase the existing manufacturing site and set up European base of operations for the Company. The lease in Braunschweig is for approximately 7,500 rentable square feet and commenced in January 2023. The lease in Braunschweig is for a term of 60 months with total lease costs of approximately $ 0.4 million. ​ In April 2024, the Company acquired an operating lease agreement (the “Danbury Lease”) in Danbury, Connecticut as a part of the acquisition of RedWave. The Company entered into an amendment in June 2024 to the Danbury Lease (the “Amended Danbury Lease”). 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. 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”). 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. 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. 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 . On the commencement date the Company recorded a right-of-use asset and lease liability of $ 2.1 million, respectively, and is accounted for as an operating lease. In February 2025, the Company entered into a new operating lease agreement in Massachusetts to relocate the machine shop from the Company’s headquarter to a lower cost location. The new lease is for approximately 3,500 rentable square feet and commenced in March 2025 for a term of 60 months with total lease costs of approximately $ 0.2 million. In March 2025, as a part of the Securities and Asset Purchase Agreement (the “Repligen Purchase Agreement”), Repligen Corporation (“Repligen”) assumed the lease obligations for the facility in Braunschweig, Germany and North Carolina. See Note 21, Subsequent Events . The components of lease expense under ASC 842 were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2024 2023 Operating lease cost ​ $ 2,543 ​ $ 2,176 Short-term lease cost ​ ​ 106 ​ 70 Variable lease cost ​ ​ 147 ​ 133 ​ ​ $ 2,796 ​ $ 2,379 ​ Supplemental disclosure of cash flow information related to leases was as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2024 2023 Cash paid for amounts included in the measurement of operating lease liabilities ​ $ 2,569 ​ $ 2,118 Operating lease liabilities arising from obtaining right-of-use assets ​ $ 2,740 ​ $ 3,017 ​ ​ 115 Table of Contents The weighted-average remaining lease term and discount rate were as follows: ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2024 ​ 2023 ​ Weighted-average remaining lease term - operating leases (in years) ​ 6.10 ​ 3.96 Weighted-average discount rate - operating leases 8.0 % 8.4 % ​ The interest rate implicit in lease contracts is typically not readily determinable and as such, the Company uses its incremental borrowing rate based on information available at the lease commencement date, which represents an internally developed rate that would be incurred to borrow, on a collateralized basis, over a similar term, an amount equal to the lease payments in a similar economic environment. Future annual minimum lease payments under operating leases as of December 31, 2024 are as follows (in thousands): ​ ​ ​ ​ 2025 ​ $ 2,303 2026 ​ 940 2027 ​ 966 2028 ​ 937 2029 ​ ​ 965 Thereafter ​ 2,408 Total future minimum lease payments ​ 8,519 Less: imputed interest ​ ( 1,912 ) Total operating lease liabilities ​ $ 6,607 ​ ​ ​ ​ 16. Commitments and Contingencies Operating Leases The Company’s commitments under its leases are described in Note 15. Royalty Arrangements 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. 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. 401(k) Savings Plan The Company has a defined-contribution savings plan under Section 401(k) of the Internal Revenue Code. This plan covers substantially all employees who meet minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pre-tax basis. Company contributions to the plan may be made at the discretion of the board of directors. The Company made contributions of $ 0.6 million and $ 0.5 million for the year ended December 31, 2024 and 2023, respectively. Contingent Consideration – Earnout and Pension Liability ​ Earnouts and Pension liabilities from acquisition of Trace Analytics GmbH ​ The Company agreed to pay three milestone based earnouts under the Trace purchase agreement for the total potential payout of $ 2.0 million. Milestones were based on target revenues, and technical integration of 908 Devices 116 Table of Contents GmbH (formerly Trace Analytics) systems and knowledge, and ranged from the closing date of August 3, 2022 to June 30, 2024. In addition, the Company withheld $ 0.9 million of consideration. During 2023, the Company received notice that the pension obligation had been transferred and was no longer in Trace’s name and therefore the Company released the $ 0.9 million assignment of the pension liability. The Trace acquisition consideration withheld in respect of the pension plan was paid out to the sellers in April 2023 . Two of three milestone based earnouts were achieved and a $ 0.5 million payment was made in August 2023 and a $ 0.5 million payment was made in February 2024. ​ During the fourth quarter of 2023, the probability weighted fair value of the future earnout was determined to be zero. Accordingly, the accumulated accretion under the last milestone and the relative contingent consideration have been reduced to zero . See Note 3, Fair Value Measurements . ​ Earnouts from acquisition of RedWave Technology ​ The Company may also be obligated to issue up to an additional 4,000,000 unregistered shares of the Company’s common stock as contingent consideration to the Beneficial Sellers in connection with the acquisition of RedWave, based on the amount of revenue the Company generates from the sale of certain RedWave products and services during the two -year period from May 1, 2024 through April 30, 2026, as set forth in more detail the Purchase Agreement. 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. 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. No contingent shares will be issued if the earnout revenue achieved during the period is less than $ 37 million. See Note 3, Fair Value Measurements . ​ Indemnification Agreements ​ In the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, lessors, business partners and other parties with respect to certain matters including, but not limited to, losses arising out of breach of such agreements or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with its executive officers and members of its board of directors that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or services as directors or officers. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited. To date, the Company has not incurred any material costs as a result of such indemnifications. The Company is not currently aware of any indemnification claims and had not accrued any liabilities related to such obligations in its consolidated financial statements as of December 31, 2024 and 2023. Legal Proceedings The Company is not currently party to any material legal proceedings. At each reporting date, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. The Company expenses as incurred the costs related to such legal proceedings. ​ 117 Table of Contents 17. Net Loss The Company’s basic and diluted net loss per share was $ 2.12 and $ 1.13 for the years ended December 31, 2024 and 2023, respectively. The Company’s potential dilutive securities have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same. The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect: ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2024 2023 Warrants to purchase common stock ​ 92,703 ​ 92,703 Options to purchase common stock ​ 2,607,362 2,427,417 Performance stock units ​ 105,878 ​ 53,794 Restricted stock units ​ 2,591,139 ​ 1,840,681 ​ 5,397,082 4,414,595 ​ ​ ​ ​ 18. Income Taxes During the years ended December 31, 2024 and 2023, the Company recognized an income tax benefit of $ 0.3 million and $ 0.2 , respectively. The income tax benefit recognized during the years ended December 31, 2024 and 2023, primarily resulted from a reduction in the deferred tax liabilities recorded as part of our acquisition of 908 Devices GmbH. During the years ended December 31, 2024 and 2023, the Company did not record income tax benefits for the net operating losses incurred or for the research and development tax credits generated in each year, due to its uncertainty of realizing a benefit from those items. A reconciliation of the U.S. federal statutory income tax rate to the Company’s effective income tax rate is as follows: ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2024 2023 Federal statutory income tax rate ( 21.0 ) % ( 21.0 ) % State income taxes, net of federal benefit ( 3.0 ) ( 3.2 ) ​ Federal and state research and development tax credits ( 2.7 ) ( 5.0 ) ​ Nondeductible items 4.4 3.1 ​ Change in valuation allowance 22.1 25.5 ​ Effective income tax rate ( 0.2 ) % ( 0.6 ) % ​ 118 Table of Contents Net deferred tax liabilities consisted of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ 2024 2023 Deferred tax assets: ​ ​ ​ Net operating loss carryforwards ​ $ 32,199 ​ $ 27,221 Research and development tax credit carryforwards ​ 12,509 ​ 10,557 Lease liability ​ 1,571 ​ 1,362 Deferred Revenue ​ 2,234 ​ 2,527 Amortization ​ ​ 4,658 ​ ​ 69 Accrued expenses and other ​ 7,033 ​ 5,352 Capitalization under Section 174(a) ​ 10,295 ​ 7,172 Total deferred tax assets ​ 70,499 ​ 54,260 Deferred tax liabilities: ​ ​ Right-of-use asset ​ ( 1,646 ) ​ ( 1,394 ) Intangible assets ​ ​ ( 2,067 ) ​ ​ ( 2,482 ) Total deferred tax liabilities ​ ( 3,713 ) ​ ( 3,876 ) Valuation allowance ​ ( 68,816 ) ​ ( 52,825 ) Net deferred tax liabilities ​ $ ( 2,030 ) ​ $ ( 2,441 ) ​ As of December 31, 2024, the Company had gross federal and state operating loss carryforwards of $ 127.9 million and $ 92.5 million, respectively, which may be available to offset future taxable income and begin to expire in 2032 and 2025, respectively, of which $ 93.5 million of federal gross operating losses do not expire. As of December 31, 2024, the Company also had U.S. federal and state research and development tax credit carryforwards of $ 8.6 million and $ 4.8 million, respectively, which may be available to offset future tax liabilities and begin to expire in 2032 and 2030, respectively. Utilization of the U.S. federal and state net operating loss carryforwards and research and development tax credit carryforwards may be subject to a substantial annual limitation under Sections 382 and 383 of the Internal Revenue Code of 1986, and corresponding provisions of state law, due to ownership changes that have occurred previously or that could occur in the future. These ownership changes may limit the amount of carryforwards that can be utilized annually to offset future taxable income or tax liabilities. In general, an ownership change, as defined by Section 382, results from transactions increasing the ownership of certain stockholders or public groups in the stock of a corporation by more than 50% over a three-year period. The Company conducted a study to assess whether a change of control has occurred or whether there have been multiple changes of control since inception through March 1, 2022 and has determined that t wo historic ownership changes have occurred as defined by Section 382 . Both ownership changes are not expected to have a material impact to the Company’s net operating loss carryforwards or research and development tax credit carryforwards as these net operating losses and tax credit carryforwards may be utilized, subject to annual limitation, assuming sufficient taxable income is generated before expiration. The Company has not conducted a study to document qualified activities for research and development tax credits generated. Such a study may result in an adjustment to the Company’s research and development tax credit carryforwards; however, until a study is completed, and any adjustment is known, no amounts are being presented as an uncertain tax position . The Company has evaluated the positive and negative evidence bearing upon its ability to realize the deferred tax assets. Management has considered the Company’s history of cumulative net operating losses incurred since inception and has concluded that it is more likely than not that the Company will not realize the benefits of the deferred tax assets. Accordingly, as of December 31, 2024 and 2023, a full valuation allowance has been established against the net deferred tax assets, except for deferred tax liabilities recorded under our foreign jurisdiction, which amounted to $ 2.0 million and $ 2.4 million as of December 31, 2024 and 2023, respectively. 119 Table of Contents Changes in the valuation allowance for deferred tax assets related primarily to the increase in net operating loss carryforwards and research and development tax credit carryforwards and were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2024 2023 Valuation allowance as of beginning of year ​ $ 52,825 ​ $ 43,510 Increases recorded to income tax provision ​ 15,991 ​ 9,315 Valuation allowance as of end of year ​ $ 68,816 ​ $ 52,825 ​ As of December 31, 2024 and 2023, the Company had not recorded any amounts for unrecognized tax benefits. The Company’s policy is to record interest and penalties related to income taxes as part of its income tax provision. As of December 31, 2024 and 2023, the Company had no accrued interest or penalties related to uncertain tax positions and no amounts had been recognized in the Company’s consolidated statements of operations. The Company files income tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal and state jurisdictions, where applicable. The Company is open to future tax examination under statute from 2020 to the present; however, carryforward attributes that were generated prior to 2020 may still be adjusted upon examination by federal, state, or local tax authorities if they either have been or will be used in a future period. The Company has not received notice of examination by any other jurisdictions for any other tax year open under statute. ​ ​ 19. Acquisition Acquisition of RedWave Technology 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. 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. The cash consideration is subject to additional working capital, cash, debt, and transaction expense adjustments. 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. The transaction closed on April 29, 2024, at which time RedWave became a wholly-owned subsidiary of the Company. The Company may also be obligated to issue up to an additional 4,000,000 unregistered shares of the Company’s common stock as contingent consideration (see Note 16). The Company has accounted for the acquisition of RedWave as a business combination under U.S. GAAP. 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. The Company has allocated the purchase price to the net tangible and intangible assets and liabilities assumed based on their fair values as of April 29, 2024. The valuation of assets acquired and liabilities assumed has not yet been finalized as of December 31, 2024. Finalization of the valuation during the measurement period could result in a change in the amounts recorded for the acquired intangible assets, goodwill and among other items. The completion of the valuation will occur no later than one year from the acquisition date and no measurement period adjustments have been made since the acquisition date of April 29, 2024. ​ 120 Table of Contents ​ ​ ​ ​ Consideration Transferred: ​ ​ ​ Cash paid ​ $ 45,000 Fair value of common stock shares issued (1) ​ ​ 8,616 Contingent consideration - earnout ​ ​ 15,500 Total consideration transferred ​ $ 69,116 ​ ​ ​ ​ Assets acquired and liabilities assumed: ​ ​ ​ Cash and cash equivalents ​ $ 217 Accounts receivable ​ ​ 950 Inventory ​ ​ 1,416 Prepaid expenses and other current assets ​ ​ 50 Property and equipment ​ ​ 328 Identifiable Intangible assets ​ ​ ​ Customer Relationships ​ ​ 2,500 Developed Technology ​ ​ 38,080 Goodwill ​ ​ 30,160 Operating lease right-of-use assets ​ ​ 29 Accounts payable, accrued expenses and other current liabilities ​ ​ ( 596 ) Deferred revenue ​ ​ ( 3,989 ) Operating lease liabilities ​ ​ ( 29 ) Total ​ $ 69,116 ​ (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. ​ 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. 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. 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. The fair value of the customer relationships was calculated using a distributor method, a form of the income approach, which incorporates a variation of the multi-period excess earnings method that uses market-based inputs to value an asset. Under this method, the value of the asset is a function of several components, including revenue associated with the existing customers, distributor profit margin, charges for use of other assts and discount rate. Intangible assets acquired have finite life and are amortized per our accounting policy. See Note 2 for the amortization periods. The results of RedWave’s operations have been included in the Company’s consolidated financial statements since the date of the acquisition. RedWave contributed $ 11.2 million in revenue for the year ended December 31, 2024. 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. The unaudited pro forma results do not reflect any operating efficiencies or potential cost savings which may result from the consolidation of the operations of the Company and RedWave. Accordingly, these unaudited pro forma results are presented for informational purposes only and are not necessarily indicative of the results of operations that would 121 Table of Contents 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, ​ ​ 2024 ​ 2023 Revenue (unaudited) ​ $ 64,585 ​ $ 63,984 Pre-tax loss (unaudited) ​ $ ( 73,625 ) ​ $ ( 41,740 ) ​ Supplemental pro forma pre-tax loss for the year ended December 31, 2024 was adjusted to exclude $ 2.3 million of acquisition-related costs, and include additional $ 2.9 million of intangible amortization costs. 2023 supplemental pro forma earnings were adjusted to include $ 2.3 million of acquisition-related costs, and $ 2.9 million of intangible amortization costs. ​ ​ ​ ​ 20. Segment Reporting and Geographic Data The Company has determined that it operates and is managed as one operating segment on a consolidated basis and its Chief Executive Officer is the CODM (see Note 2). The Company’s CODM is regularly provided R&D expenses, sales and marketing expenses, general and administrative expenses and total assets. 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. The CODM uses total revenues and operating results, predominantly in the strategic plan, annual operating plan and quarterly forecast review processes. 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. The following table includes additional information about reported segment revenue, significant segment expenses and segment measure of profitability (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ 2024 2023 ​ Total revenue ​ $ 59,631 ​ $ 50,229 ​ Significant segment expenses(incomes) ​ ​ ​ ​ ​ ​ ​ Cost of revenues ​ ​ 29,775 ​ ​ 24,907 ​ Research and development ​ 25,495 ​ 21,904 ​ Sales and marketing ​ 31,454 ​ 28,217 ​ General and administrative ​ ​ 22,182 ​ ​ 17,852 ​ Goodwill impairment ​ ​ 40,659 ​ ​ — ​ Change in fair value of contingent consideration ​ ​ ( 13,216 ) ​ ​ 107 ​ Other segment items (1) ​ ​ ( 4,512 ) ​ ​ ( 6,359 ) ​ Net loss ​ ​ ( 72,206 ) ​ ​ ( 36,399 ) ​ (1) I ncludes interest income, interest expense, other expense, net and benefit for income taxes. ​ See Note 2 for revenue by country. Long-lived assets by geography are summarized as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ 2024 ​ 2023 Long-lived assets (1) by country: ​ ​ ​ ​ ​ ​ United States ​ $ 9,700 ​ $ 9,014 All other countries ​ ​ 631 ​ 561 Total long-lived assets ​ $ 10,331 ​ $ 9,575 ​ (1) Long-lived assets exclude goodwill, other intangible assets and other assets. 122 Table of Contents ​ The CODM is not provided any asset information other than total assets as presented on the consolidated balance sheet. ​ ​ ​ ​ 21. Subsequent Event Grant of Restricted Stock Units and Stock Options under the 2020 Plan On March 3, 2025, the Company granted 1,875,384 restricted stock units to employees under the 2020 Stock Plan. The restricted stock units vest over a three -year period. The restricted stock units were valued based on market value of the Company’s closing stock price at the date of grant and had an aggregate fair value of $ 3.7 million, which is being amortized as stock compensation expense over the vesting term. On March 3, 2025, the Company granted 286,829 stock options to employees under the 2020 Stock Plan. 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. Divestment of Desktop Products On March 4, 2025 (the “Closing Date”), the Company entered into the Repligen Purchase Agreement with Repligen to sell our desktop devices used in bioprocessing and life science research (the “Transaction”). On the Closing Date, the sale was completed for aggregate cash proceeds of approximately $ 66.0 million after transaction costs. We will record gain on sale, which will be included as a component of income from discontinued operations in the consolidated statements of operations for the three months ended March 31, 2025. As a part of the Repligen Purchase Agreement, Repligen acquired from the Company 100 % of the Company’s direct interests in 908 Devices GmbH, a wholly owned subsidiary of the Company. In addition, in connection with the Transaction, Repligen assumed the lease obligations for the facility in North Carolina and entered into employment agreements with more than fifty employees of the Company. In conjunction with the Repligen Purchase Agreement, the Company and Repligen also entered into a supply agreement to supply certain products manufactured and/or sold by the Company to Repligen (the “Supply Agreement”), as well as an agreement to provide to Repligen or, at Repligen’s election, its Subsidiaries, certain transition services in relation to the Desktop portfolio (the “Transition Services Agreement”). Subsequent to the Closing Date, and anticipated to be in March 2025, the Company will terminate the remaining employees that were previously supporting the Desktop Business and not providing transition services support. In early March 2025, the Transaction met all the conditions to be classified as assets held for sale. The Company considered the Transaction to represent a strategic shift that will have a major effect on its operations and financial results. Therefore, the Transaction represents a discontinued operation. The Company stopped depreciating the property, plant and equipment of our desktop devices used in bioprocessing and life science research on the date the Transaction met all the held for sale conditions. ​ Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. None. ​ 123 Table of Contents