What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-03-25 compared with 2025-03-11 · 201 added, 98 removed, 540 unchanged (36% of the section changed)

44 unchanged sentences

Right-of-use asset - operating leases

Intangible assets, net

Liabilities and stockholders’ equity

28 unchanged sentences

General and administrative

Restructuring expense

Goodwill impairment

Depreciation and amortization

32 unchanged sentences

Depreciation and amortization

Goodwill impairment

Lease right-of-use asset amortization

2 unchanged sentences

Stock-based compensation

Credit loss (recovery) expense

Credit loss expense (recovery)

Change in excess/obsolete inventory reserve

Amortization of discounts on investments

Changes in operating assets and liabilities:

Changes in operating assets and liabilities, net of effects of acquisition:

Accounts receivable

Accounts receivable - TIA

Prepaid expense and other current assets

8 unchanged sentences

Purchases of property and equipment

Proceeds from sale of equipment

Acquisition of business, net of cash acquired of $ 541

Net cash provided by investing activities

3 unchanged sentences

Net cash provided by financing activities

Net (decrease) increase in cash and cash equivalents

Cash and cash equivalents, beginning of period

Cash and cash equivalents, end of period

Net decrease in cash and cash equivalents

Cash and cash equivalents, beginning of year

Cash and cash equivalents, end of year

Supplemental disclosure of non-cash investing and financing activities:

Property and equipment purchases included in accounts payable and accrued expenses

Right-of-use assets obtained in exchange for lease liabilities

Right-of-use assets obtain in business combination by assumption of lease liabilities

See accompanying notes to consolidated financial statements.

22 unchanged sentences

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary.

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries.

All significant intercompany balances have been eliminated in consolidation.

Reclassifications

Certain reclassifications have been made to prior years’ financial statements to conform to current year presentation.

These reclassifications had no effect on previously reported results of operations or accumulated deficit.

Business Combination

The Company recognizes and measures the assets acquired and liabilities assumed in a business combination based on their estimated fair values at the acquisition date, while transaction and integration costs are expensed as incurred.

Any excess of the purchase consideration when compared to the fair value of the net tangible and intangible assets acquired, if any, is recorded as goodwill.

See Note 10, “Business Combinations” for more information.

Deferred Asset Acquisition Costs

During the year ended December 31, 2025, the Company incurred direct, incremental costs related to a potential transaction that, if consummated, would be accounted for as an asset acquisition under ASC 805-50.

These costs primarily consist of professional fees, including legal, advisory, accounting, and other transaction- specific services that are directly attributable to the contemplated acquisition.

In accordance with U.S.

GAAP applicable to asset acquisitions, such costs are capitalized as part of the cost of the assets to be acquired rather than expensed as incurred.

As of December 31, 2025, the Company had capitalized approximately $ 1.6 million of transaction-related costs, which are included in Other assets on the consolidated balance sheet.

Concentrations of Risk

6 unchanged sentences

During the years ended December 31, 2025 and 2024, one customer represented 26 % and 23 % of revenue, respectively.

As of December 31, 2024, this one customer accounted for 25 % of accounts receivable, and another customer accounted for 14 % of accounts receivable.

As of December 31, 2023, three customers accounted for 38 % of accounts receivable.

As of December 31, 2025 and 2024, this customer accounted for 18 % and 25 % of accounts receivable, respectively.

In addition, a second customer accounted for 14 % of accounts receivable as of December 31, 2024.

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

During the year ended December 31, 2024, 16 % of the Company’s additions to inventory were from one supplier.

During the year ended December 31, 2023, the Company purchased approximately 56 % from a single supplier.

At December 31, 2024 and 2023, no supplier accounted for 10% or more of the Company’s total accounts payable .

During the year ended December 31, 2025, and 2024, 13 % and 16 %, respectively, of the Company’s additions to inventory were from one supplier.

At December 31, 2025 one supplier accounted for 10 % of accounts payable.

At December 31, 2024, no supplier accounted for 10% or more of the Company’s total accounts payable.

Foreign Currency

17 unchanged sentences

Long-term investments consist of U.S.

Treasury securities and government agency bonds with maturities

greater than one year.

Treasury securities and government agency bonds with maturities greater than one year.

All money market funds and investments are recorded at amortized cost unless they are deemed to be impaired on an other-than-temporary basis, at which time they are recorded at fair value using Level 2 inputs.

9 unchanged sentences

All accounts or portions thereof that are deemed to be uncollectible or to require excessive collection effort are written off to the allowance for expected credit losses.

The Company determined no allowance was necessary at December 31, 2024.

The Company recorded an allowance for expected credit losses of $ 6 at December 31, 2025 .

The Company determined no allowance was necessary at December 31, 2024.

The Company had a allowance for credit losses of $ 130 as of January 1, 2024.

Property and Equipment

Property and equipment are stated at cost.

Property and equipment are stated at cost, or initially at fair value if recorded in connection with an acquisition.

Depreciation is computed using the straight-line method.

11 unchanged sentences

The Company disposes of equipment when it has no future uses to the Company, and the loss on disposal is included in general and administrative expense in the Company’s consolidated statement of operations.

Intangible Assets

The Company recognizes acquired intangible assets at fair value on the date of acquisition.

Intangible assets with finite lives are amortized over their useful lives using the straight-line method.

The useful lives of the Company’s Intangible assets range from seven to 15 years .

Intangible assets with indefinite lives, including goodwill, are not amortized but subject to annual impairment testing.

Goodwill is recorded when the purchase price paid for an acquisition exceeds the estimated fair value of the net identified tangible and intangible assets acquired.

Goodwill is not amortized, but is subject to impairment analysis at least once annually, or more frequently upon the occurrence of an event or when circumstances indicate that a reporting unit’s carrying amount is greater than its fair value.

The Company operates as a single reporting unit.

Goodwill impairment testing compares the fair value of the reporting unit to its carrying amount, including goodwill.

Fair value is estimated primarily using an income approach based on a discounted cash flow model, which incorporates assumptions related to projected future cash flows, long-term growth rates, and a weighted-average cost of capital.

The Company also considers a market approach based on comparable companies and transactions.

An impairment charge is recognized for the amount by which the carrying amount exceeds fair value, not to exceed the carrying amount of goodwill.

The Company performed its impairment analysis of goodwill in its fourth fiscal quarter.

See Note 11, “Goodwill” for more information.

Revenue Recognition

7 unchanged sentences

In such arrangements the Company allocates the sale price to the various performance obligations in the arrangement on a relative selling price basis.

Under this basis, the Company determines the estimated selling price of each performance

obligation in a manner that is consistent with that used to determine the price to sell the deliverable on a standalone basis.

Under this basis, the Company determines the estimated selling price of each performance obligation in a manner that is consistent with that used to determine the price to sell the deliverable on a standalone basis.

The Company recognizes revenue upon the satisfaction of its performance obligation generally upon transfer of control of promised goods or services to its customers in an amount that reflects the consideration to which it expects to be entitled in exchange for those goods or services.

Licensing fee revenue is recognized ratably over the license period as a single performance obligation accounted under ASC 842, Leases.

This would include revenue from the sale of instruments, processing assemblies (“PAs”) and consumables, assay services, extended warranties and other service revenue.

Licensing fee revenue for licenses of symbolic intellectual property is recognized ratably over the license period as a single performance obligation.

The single performance obligation consists of a lease of an instrument and license to intellectual property and technology that are integral to the instrument’s functionality, and therefore, all promises in a typical licensing arrangement of the Company are accounted for as a single performance obligation named “licenses” in our table of disaggregated revenue in Note 3.

Some licensing arrangements include provisions for milestone payments to the Company, if the customer accomplishes certain precommercial milestones in addition to the license of instrument and intellectual property.

Some of these licensing arrangements include provisions for milestone payments to the Company, if the customer accomplishes certain precommercial milestones.

We refer to such licenses arrangements as strategic platform licenses (“SPLs”).

1 unchanged sentence

We recognize the amount of revenue related to each milestone only at the time our customer achieves the milestone.

Revenue from licenses of functional intellectual property is recognized at a point in time upon the granting of the license or when a related sales royalty is achieved, and is included in revenue from contracts with customers.

The Company defers incremental costs of obtaining a customer contract and amortizes the deferred costs over the period that the goods and services are transferred to the customer.

10 unchanged sentences

The Company grants stock-based awards in exchange for employee, consultant and non-employee director services.

The value of the award is recognized as expense on a straight-line basis over the requisite service period.

The grant-date fair value of the award is recognized as expense on a straight-line basis over the requisite service period.

The Company uses the market closing price of its common stock as reported on the Nasdaq Global Select Market for the fair value of equity awards on the grant date.

3 unchanged sentences

The Company has observed sufficient historical information regarding its common stock to use the Company’s common stock for the estimate of volatility in the Black-Scholes option pricing model.

Management’s methodology for developing other

assumptions has not changed from prior periods.

Management’s methodology for developing other assumptions has not changed from prior periods.

A discussion of management’s methodology for developing each of the assumptions used in the Black-Scholes option pricing model is as follows:

16 unchanged sentences

For the ESPP, the term of each Purchase Period is used.

Expected Forfeiture Rate

The Company records forfeitures as they occur.

The fair value of stock options was estimated using the Black-Scholes option-pricing model based on the following assumptions during the years ended:

The fair value of stock options granted during 2025 and 2024 was estimated using the Black-Scholes option-pricing model based on the following assumptions during the years ended:

Expected volatility

1 unchanged sentence

Expected term (in years)

The fair value of the shares under the ESPP was estimated using the Black-Scholes option-pricing model based on the following assumptions during the years ended:

The fair value of the shares under the ESPP granted during 2025 and 2024 was estimated using the Black-Scholes option-pricing model based on the following assumptions during the years ended:

Expected volatility

13 unchanged sentences

The Company is subject to taxation in various jurisdictions in the United States and abroad and remains subject to examination by taxing jurisdictions for 2020 and all subsequent periods.

The Company has a federal Net Operating Loss (“NOL”) carryforward of approximately $ 109.9 million as of December 31, 2024, of which approximately $ 32.7 million begins to expire in 2025.

The Company has a federal Net Operating Loss (“NOL”) carryforward of approximately $ 156.7 million as of December 31, 2025, of which approximately $ 29.5 million

begins to expire in 2026.

Certain of the Company’s NOLs were initially limited on an annual basis pursuant to Section 382 of the Internal Revenue Code of 1986 (“Section 382”), as amended, as a result of a cumulative change in ownership that occurred in 2016;

17 unchanged sentences

The number of anti-dilutive shares, consisting of stock options and restricted stock units excluded from the computation of diluted loss per share, was 15.4 million and 16.3 million for the years ended December 31, 2025 and 2024, respectively.

Restructuring expense

Restructuring expense consists primarily of employee termination benefits, which include directly employed personnel and individuals engaged through third party employer-of-record arrangements.

One-time involuntary termination benefits are recognized as a liability at estimated fair value when the plan of termination has been communicated to employees and certain other criteria are met.

During the year ended December 31, 2025, the Company incurred $ 3,058 of restructuring expenses, of which $ 1,419 was classified as a current liability in accrued expenses and other on the consolidated balance sheet as of December 31, 2025.

Recent Accounting Pronouncements

1 unchanged sentence

In December 2024, the Company adopted Accounting Standard Update ("ASU") 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, effective November 27, 2023.

Improvements to Reportable Segment Disclosures.

This guidance amends Topic 280 to require disclosure of significant segment expenses and other segment items on an annual and interim basis and to provide in interim periods all disclosures about a reportable segment's profit or loss and assets that are currently required annually.

The adoption of this guidance did not have a material impact on the Company’s financial statements.

The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements.

See Note 12-“Segment Reporting” for additional information.

New Accounting Pronouncements Not Yet Adopted

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

In December 2025, the Company adopted ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures.

This ASU amends the guidance in Accounting Standards Codification (“ASC”) 740, Income Taxes, to improve the transparency of income tax disclosures by amending the required rate reconciliation disclosures as well as requiring disclosure of income taxes paid disaggregated by jurisdiction.

The rate reconciliation disclosure will be required to be presented in both percentages and reporting currency amounts, with greater disaggregation of information.

ASU 2023-09 is effective for fiscal years beginning after December 15, 2024 and should be applied prospectively, with early adoption permitted.

The Company is currently evaluating the amendments to identify potential impacts to the Company’s income tax disclosures beginning with the Annual Report on Form 10-K for the year ended December 31, 2025 on a prospective basis.

In November 2024, the FASB issued Accounting Standard Update No.

2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures” (“ASU 2024-03”).

The adoption of ASU 2023-09 did not have a material impact on the Company’s consolidated financial statements, and the Company adopted ASU 2023-09 retrospectively.

See Note 7-“Income Taxes” for the disclosures required by ASU 2023-09.

New Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures” (“ASU 2024-03”).

The amendments in ASU 2024-03 improve the transparency of expenses by nature disclosures requiring disclosures disaggregating of each expense line item into specific categories, and qualitative disclosures of expenses.

1 unchanged sentence

The Company is in the process of evaluating the impact of this ASU on its consolidated financial statements.

Revenue is principally from the sale of instruments, processing assemblies (“PAs”) and consumables, and extended warranties and from our license agreements, which also include customer-specific milestone payments.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments – Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”).

ASU 2025-05 provides a practical expedient that all entities can use when estimating expected credit losses, which permits an entity to assume that the current conditions it has applied in determining credit loss allowances remain unchanged for the remaining life of those assets.

ASU 2025-05 is effective for fiscal years beginning after December 15, 2025.

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

Revenue is principally from the sale of instruments, PAs and consumables, assay services, and extended warranties and from our license agreements, which also include customer-specific milestone payments.

In some arrangements, product and services have been sold together representing distinct performance obligations.

1 unchanged sentence

Revenue is recognized at the time control is transferred to the customer and the performance obligation is satisfied.

Revenue from the sale of instruments, PAs and consumables is generally recognized at the time of shipment to the customer, provided no significant vendor obligations remain and collectability is reasonably assured.

Revenue from licenses is recognized ratably over the license term and when specific milestones are achieved by a customer.

fee revenue is recognized ratably over the license period as a single performance obligation accounted for as a short-term lease under ASC 842, Leases .

Revenue from fees for research services is recognized when services have been provided.

Disaggregated revenue for the year ended December 31, 2025 was as follows:

2 unchanged sentences

Product sales

Assay and other service revenue

Disaggregated revenue for the year ended December 31, 2024 was as follows:

2 unchanged sentences

Product sales

Other service revenue

Additional Disclosures Relating to Revenue from Contracts with Customers

6 unchanged sentences

Remaining contract consideration for which revenue has not been recognized due to unsatisfied performance obligations with a duration greater than one year was $ 367 at December 31, 2025, of which the Company expects to recognize $ 104 in 2026 , $ 104 in 2027 , $ 31 in 2028 , and $ 128 thereafter .

Included in deferred revenue as of December 31, 2025 are unsatisfied performance obligations in the amount of $ 415 from assay service revenue contracts that the Company expects to recognize in under 12 months .

In the years ended December 31, 2025 and 2024, the Company did not incur, and therefore did not defer, any material incremental costs to obtain contracts or costs to fulfil contracts.

1 unchanged sentence

During the year ended December 31, 2025, the Company issued 338,419 shares of common stock resulting from stock option exercises, receiving gross proceeds of $ 432 , issued 609,460 shares from the vesting of restricted stock units (“RSUs”), and issued 130,646 shares to employees pursuant to the Employee Stock Purchase Plan (“ESPP”), receiving gross proceeds of $ 224 .

During the year ended December 31, 2023, the Company issued 1,192,784 shares of common stock resulting from stock option exercises, receiving gross proceeds of $ 1,874 and issued 288,550 shares from the vesting of RSUs, and issued 82,423 shares to employees pursuant to the ESPP, receiving gross proceeds of $ 269 .

During the year ended December 31, 2024, the Company issued 1,191,117 shares of common stock resulting from stock option exercises, receiving gross proceeds of $ 1,597 , issued 418,260 shares from the vesting of RSUs, and issued 140,046 shares to employees pursuant to the ESPP, receiving gross proceeds of $ 459 .

Preferred Stock

5 unchanged sentences

In December 2021, the Company adopted the MaxCyte, Inc.

2021 Inducement Plan (the “Inducement Plan”) to provide for the awarding of (i) non-qualified stock options;

(ii) stock appreciation rights;

(iii) restricted stock awards;

(iv) restricted stock unit awards;

(v) performance awards;

and (vi) other awards only to persons eligible to receive grants of awards who satisfy the standards for inducement grants under Nasdaq Marketplace Rule 5635(c)(4) or 5635(c)(3), if applicable, and the related guidance under Nasdaq IM 5635-1.

2021 Inducement Plan (the “Inducement Plan”) to provide for the awarding of (i) non-qualified stock options, (ii) stock appreciation rights, (iii) restricted stock awards, (iv) restricted stock unit awards, (v) performance awards, and (vi) other awards only to persons eligible to receive grants of awards who satisfy the standards for inducement grants under Nasdaq Marketplace Rule 5635(c)(4) or 5635(c)(3), if applicable, and the related guidance under Nasdaq IM 5635-1.

The Board of Directors reserved 2,500,000 shares for issuance under the Inducement Plan.

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If and to the extent that outstanding options under the 2016 Plan or the Inducement Plan are forfeited, the shares underlying such forfeited options will become available for issuance under the 2022 Plan.

At the Company’s Annual Meetings of Stockholders held on June 11, 2024 and June 22, 2023, the Company’s stockholders voted to reserve an additional 2,300,000 and 6,069,000 shares, respectively, for issuance pursuant to future awards under the 2022 Plan.

At the Company’s Annual Meetings of Stockholders held on June 18, 2025, June 11, 2024 and June 22, 2023, the Company’s stockholders voted to reserve an additional 2,950,000 , 2,300,000 and 6,069,000 shares, respectively, for issuance pursuant to future awards under the 2022 Plan.

At December 31, 2025 and 2024, there were 8,413,000 and 6,946,000 shares, respectively, available to be issued under the 2022 Plan.

6 unchanged sentences

( 1,191,117 )

Outstanding at December 31, 2023

( 2,093,840 )

Outstanding at December 31, 2024

( 2,573,763 )

4 unchanged sentences

As of December 31, 2025, total unrecognized compensation expense for outstanding stock options was $ 4,044 , which will be recognized over the next 2.3 years.

During the year ended December 31, 2025, in accordance with their termination, the Company approved modifications for two individuals to accelerate the vesting of, and extend the post-termination exercise period for.

options for varying periods up to the original expiration date of the option.

As a result, the Company recognized additional stock based compensation expense of $ 1,163 recorded within general and administrative expenses.

Restricted Stock Unit Activity

8 unchanged sentences

Vested and released

( 1,080,924 )

Outstanding at December 31, 2025

2 unchanged sentences

Performance Stock Units (“PSUs”)

During the year ended December 31, 2024, 550,838 PSUs were awarded to certain members of management and executive officers.

During the year ended December 31, 2025 and 2024, the Company awarded 554,938 and 550,838 PSUs to certain members of management and executive officers.

The PSU awards represent a number of shares of common stock to be earned if a target level of performance, as approved by the Board of Directors, is achieved.

The performance period continues through December 31, 2026.

The performance period continues through December 31, 2027 for the PSUs awarded during the year ended December 31, 2025 and December 31, 2026 for the PSUs awarded during the year ended December 31, 2024.

The actual number of shares of common stock underlying the PSUs to be earned will be between 0 % and 125 % of the target number of PSUs, depending on the level of achievement of such performance metrics.

The weighted-average fair value of the PSUs granted during the year ended December 31, 2024 was estimated to be $ 4.31 per PSU.

As of December 31, 2024, the Company determined that it was probable that the grants will vest at 100 % of the target number of PSUs.

During the year ended December 31, 2024, the Company recognized $ 794 in compensation expense related to the PSUs.

The Company did not issue PSUs prior to January 2024.

As of December 31, 2024, total unrecognized compensation expense related to outstanding PSUs was $ 1,581 , which will be recognized over the next 2.0 years.

The weighted-average fair value of the PSUs granted was $ 3.29 and $ 4.31 per PSU, for the years ended December 31, 2025 and 2024, respectively.

As of December 31, 2025 and 2024, the Company determined that it was probable that 0 % and 100 % , respectively, of PSUs will be awarded.

The change in probability assessment was based on updated expectations regarding achievement of the applicable performance conditions.

As a result, during the year ended December 31, 2025, the Company reversed $ 794 of compensation expense that was previously recorded during the year ended December 31, 2024 related to the PSUs in accordance with ASC 718.

Employee Stock Purchase Plan

The Company commenced the initial offering (the “Initial Offering”) under the MaxCyte, Inc.

The ESPP provides an offering period of 24 months , with four purchase periods that are generally six-months long (the “Purchase Period”).

The first purchase period began on May 19, 2023, and the fourth purchase period is expected to end in May 2025.

The Company commenced offerings under the MaxCyte, Inc.

2021 ESPP beginning with its first purchase period in May 2023.

The ESPP allows eligible employees to purchase a number of shares of the Company’s Common Stock up to a maximum of 15 % of the employee’s earnings during the Purchase Period subject to certain limitations.

The purchase price will be the lesser of 85 % of the fair market value of shares on the beginning of each Purchase Period or on the Purchase Date (i.e., the last day of the Purchase Period).

Participants may decrease their contribution level or withdraw from the ESPP at any time during the Purchase Period subject to certain conditions.

Purchase periods are generally six months in length.

For the years ended December 31, 2025 and 2024, the Company recognized $ 89 and $ 162 , respectively, in compensation expense related to the ESPP.

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For the years ended December 31, 2025 and 2024, the Company transferred $ 116 and $ 182 , respectively, of instruments previously classified as inventory to property and equipment licensed to customers.

For the years ended December 31, 2024 and 2023, the Company incurred depreciation and amortization expense of $ 4,315 and $ 4,171 , respectively.

For the years ended December 31, 2025 and 2024, the Company incurred depreciation and amortization expense of property and equipment of $ 4,287 and $ 4,315 , respectively.

Maintenance and repairs are charged to expense as incurred.

Intangible Assets

Intangible assets with finite lives as of December 31, 2025 consist of the following and result from the acquisition of SeQure discussed in Note 10:

Weighted Average Life

Carrying Amount

Developed technology

Customer relationships

Total intangible assets

The Company recorded no impairment on its finite-lived intangibles for the year ended December 31, 2025.

The Company did no t have acquired intangible assets during the year ended December 31, 2024.

For the year ended December 31, 2025, the Company recorded amortization expense of $ 53 .

The Company’s consolidated balance sheets include various financial instruments (primarily cash and cash equivalents, short-term investments, accounts receivable and accounts payable) that are carried at cost, which approximates fair value due to the short-term nature of the instruments.

11 unchanged sentences

Commercial paper

Cash equivalents

Commercial paper

Short-term investments

3 unchanged sentences

Short-term investments

Corporate debt

Long-term investments

Treasury securities and government agency bonds

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Cash equivalents

Treasury securities and government agency bonds

Commercial paper

Cash equivalents

3 unchanged sentences

Short‑term investments

Corporate debt

Short‑term investments

Treasury securities and government agency bonds

2 unchanged sentences

Non-Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis

The Company has no non-financial assets and liabilities that are measured at fair value on a recurring basis.

As described in Note 10, the Company acquired SeQure on January 29, 2025.

The acquisition included a contingent consideration agreement where the Company agreed to pay an amount up to $ 2,500 if SeQure achieves certain revenue targets for the years ended December 31, 2025 and 2026.

The fair value of the contingent consideration was estimated to be $ 25 on the acquisition date, using an income approach, which considers the expected future cash flows under the agreement.

The fair value was estimated to be de minimis as of December 31, 2025.

Contingent consideration is classified within Level 3 of the fair value hierarchy.

Non-Financial Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis

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Net operating loss carryforwards

Research and development credits

Research and development costs

Stock-based compensation

8 unchanged sentences

The difference between the expected income tax provision (benefit) from applying the U.S.

Federal statutory rate to pre-tax income (loss) and the actual income tax provision (benefit) for the years ended December 31, 2024 and 2023 relates primarily to the effect of the following:

Federal statutory rate to pre-tax income (loss) and the actual income tax provision (benefit) for the year ended December 31, 2025 relates primarily to the effect of the following:

Year Ended December 31, 2025

Federal income taxes (benefit) at 21 % statutory rate

State income taxes (benefit), net of Federal benefit

U.S Federal statutory rate

Changes in valuation allowance

Establishment of deferred tax assets and deferred tax liabilities related to SeQure acquisition

Nontaxable or nondeductible items

Stock compensation

Other permanent differences

Rate changes and other

Change in valuation allowance

Goodwill impairment

Total Income Tax Expense

As described in Note 2, Summary of Significant Accounting Policies, the Company elected to adopt the guidance of ASU 2023-09 retrospectively.

The table below reconciles the difference between the expected income tax provision (benefit) from applying the U.S.

Federal statutory rate to pre-tax income (loss) and the actual income tax provision (benefit) for the year ended December 31, 2024:

Year Ended December 31, 2024

U.S Federal statutory rate

Changes in valuation allowance

Nontaxable or nondeductible items

Stock compensation

Total Income Tax Expense

On August 16, 2022, the U.S.

4 unchanged sentences

The Tax Cuts and Jobs Act of 2017 (the “TCJA”) amended IRC Section 174 to require capitalization of all research and developmental (“R&D”) costs incurred in tax years beginning after December 31, 2021.

These costs are required to be amortized over five years if the R&D activities are performed in the United States or over 15 years if the activities were performed outside the United States.

These costs were required to be amortized over five years if the R&D activities are performed in the United States or over 15 years if the activities were performed outside the United States.

The One Big Beautiful Bill Act, passed in 2025, revoked the mandatory capitalization of domestic R&D, however a Company may still elect to capitalize R&D and amortize these costs over ten years.

The Company capitalized approximately $ 20,152 and $ 19,670 of R&D expenses incurred during the years ended December 31, 2025 and 2024, respectively.

2 unchanged sentences

In May 2021, the Company entered into a lease for its headquarters (the “Headquarters Lease”), consisting of an operating lease agreement, as amended, for new office, laboratory, manufacturing and other space.

The Headquarters Lease will expire on August 31, 2035.

The Headquarters Lease agreement includes a landlord-provided tenant improvement allowance (“TIA”) of $ 6.3 million to offset the cost of construction of leasehold improvements.

As of December 31, 2024, the Company had received all reimbursements from the TIA.

The Headquarters

Lease will expire on August 31, 2035.

The Company is obligated to pay its portion of real estate taxes and costs related to the leased premises, including costs of operations, maintenance, repair, replacement and management of the leased premises.

2 unchanged sentences

During the years ended December 31, 2025 and 2024, the Company paid $ 1,994 and $ 2,104 in rent pursuant to the Headquarters Lease, respectively.

The components of lease cost and balance sheet information for the Company’s lease portfolio were as follows:

Upon the acquisition of SeQure, the Company assumed SeQure’s headquarters lease (the “SeQure Lease”) consisting of an operating lease agreement, as amended, for office and laboratory space.

The lease term expires on December 31, 2027.

Under the SeQure Lease, the Company has one five-year option to extend the term of the lease.

However, the Company is not reasonably certain to exercise this option.

During the year ended December 31, 2025, the Company paid $ 367 in rent on the SeQure Lease.

The components of lease cost and consolidated balance sheet information for the Company’s lease portfolio were as follows:

Year ended December 31,

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Related Party Transactions

During the years ended December 31, 2025 and 2024, the Company sold $ 34 , and less than $ 1 , respectively, in products and services to a customer whose Board of Directors includes a member who also serves on the Company’s Board of Directors.

As of December 31, 2025, the Company had $ 6 in accounts receivable from this customer.

Effective January 1, 2024, the Company entered into a consulting agreement with a member of the Board of Directors to provide consulting services to the Company for a 12-month period for an amount not to exceed $ 150 .

During the year ended December 31, 2024, the Company incurred $ 102 pursuant to this consulting agreement.

The Company incurred $ 102 pursuant to this consulting agreement for the year ended December 31, 2024.

During the year ended December 31, 2024, the Company sold $ 86 in products to a customer whose Chief Executive Officer is a member of the Company’s Board of Directors.

During the year ended December 31, 2024, the Company sold less than $ 1 in products to a customer whose Board of Directors includes a member who also serves on the Company’s Board of Directors.

There were no related party transactions for the year ended December 31, 2023, and no related party receivables or payables as of December 31, 2024 and 2023.

Business Combination

On January 29, 2025, the Company acquired 100 % of the voting interests in SeQure, a provider of on-target and off-target gene-editing assessment services for cell and gene therapies.

This strategic acquisition strengthens the Company’s ability to serve ex-vivo and in-vivo cell and gene therapy developers with an innovative suite of tools and services spanning early research and development through clinical development and commercialization.

By integrating SeQure into the Company, the Company will expand its service offerings and leverage its commercial and field application scientist teams to work with developers earlier in their research processes.

The purchase price was $ 2,339 , consisting of cash paid at closing of $ 2,314 and $ 25 in the fair value of the contingent consideration as discussed in Note 6.

The Company’s payment of $ 2,356 at closing in transaction costs and payables on behalf of SeQure were excluded from the purchase price and recorded as assumed expenses in the purchase price allocation below.

Contingent consideration will be paid to former holders of convertible promissory notes if SeQure exceeds certain revenue targets for the years ending December 31, 2025 and 2026.

The maximum amount of potential contingent consideration that could be paid is $ 2,500 .

The Company did not pay any additional consideration for the year ended December 31, 2025.

The major classes of assets and liabilities to which we have allocated the purchase price are as follows:

Cash and cash equivalents

Prepaid expenses and other current assets

Property and equipment, net

Right-of-use asset - operating leases

Intangible assets, net

Accounts payable, accrued expenses and deferred revenue

Operating lease liability, current

Operating lease liability, net of current portion

Total allocated purchase price

See Note 5 for the purchase price allocated to specific intangible assets

Goodwill includes an assembled workforce and technological synergies with the Company’s current offerings and know-how that does not qualify for separate intangible recognition under US GAAP and is not deductible for tax purposes.

No tax accounts have been recorded in the purchase price allocation.

Any adjustments to the preliminary purchase price allocation identified during the measurement period were accounted for prospectively.

In accordance with ASC 805-10-25-17, during the measurement period, the Company obtained new information about facts and circumstances that existed as of the acquisition date.

As a result, the following adjustments to the provisional amounts during the period from January 29, 2025 (acquisition) to December 31, 2025:

As previously reported

Revised Amount

Intangible assets, net

Accounts payable, accrued expenses and deferred revenue

Contingent consideration

These adjustments were made to reflect updated valuations and assessments of the acquiree’s assets and liabilities based on information obtained during the measurement period.

The corresponding adjustment to goodwill reflects the net impact of these changes.

The Company incurred approximately $ 751 in transaction expenses related to the acquisition of SeQure which is included in general and administrative expenses in the Company’s consolidated statements of operations for the year ended December 31, 2025.

The Company incurred $ 164 in transaction expenses related to the acquisition which is included in general and administrative expenses for the year ended December 31, 2024.

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

The Company’s consolidated statement of operations includes revenue and net loss of $ 1,076 and $ 5,257 , respectively, attributable to SeQure for the year ended December 31, 2025.

The following are supplemental unaudited pro forma consolidated financial results of the Company, if the acquisition of SeQure had been consummated on January 1, 2024:

Year Ended December 31,

Operating loss

Basic and diluted loss per share

The pro forma operating loss for the year ended December 31, 2025 includes non-recurring charges of approximately $ 751 for the Company’s transaction expenses, $ 444 in non-recurring expenses, and $ 1,669 for SeQure’s acquisition-related expenses, which were incurred in the year ended December 31, 2025.

As described in Note 10, the Company recorded $ 3,554 in goodwill as a result of the acquisition of SeQure.

During its fourth fiscal quarter, the Company performed its annual test to determine if the goodwill was impaired.

The Company is a single reporting unit, and estimated its fair value using a combination of the income approach and the market approach, applying a weighting of 75 % and 25 % , respectively.

The income approach incorporates the estimated future cash flows and a terminal value discounted to their present value using a risk-adjusted discount rate.

The market approach estimated the fair value of the Company by using valuation metrics of comparable publicly traded companies.

Based on the evaluation, the Company concluded that the carrying value of the Company exceeded its fair value by an amount greater than the previously recorded goodwill and therefore, recorded an impairment charge of $ 3,554 in the consolidated financial statements for the year ended December 31, 2025.

The Company did not have goodwill on its

consolidated balance sheet as of December 31, 2025.

The Company did not have goodwill during the year ended December 31, 2024.

Segment Reporting

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The accounting policies of the cell engineering technology segment are the same as those described in the summary of significant accounting policies.

The Company’s chief operating decision maker (“CODM”) is the executive team which includes the Chief Executive Officer, Chief Financial Officer, and Chief Commercial Officer.

The CODM assesses performance for the cell engineering technology segment and decides how to allocate resources based on net income and core revenues.

Core revenue includes sales instruments, PAs and consumables, as well as fees from research and clinical licenses, while non-core revenue relates to SPL program-related revenue.

We recognize both core and non-core revenue in accordance with U.S.

The CODM used net income to determine whether to further resources in the cell engineering technology segment or into other parts of the entity such as for acquisitions.

The Company’s chief operating decision maker (“CODM”) is the executive team which includes the Chief Executive Officer and Chief Financial Officer.

The CODM assesses performance for the cell engineering technology segment and decides how to allocate resources based on net loss and core revenues.

Core revenue includes sales of instruments, PAs and consumables, assay and other service revenue, as well as fees from research and clinical licenses, while non-core revenue relates to SPL program-related revenue.

We recognize both core and non-core revenue in accordance with US GAAP.

The CODM uses net loss to determine whether to further resources in the cell engineering technology segment or into other parts of the entity such as for acquisitions.

The CODM also uses core revenue to assess performance of the segment and establishing Management’s compensation.

The measure of segment assets is reported on the balance sheet as total assets.

The measure of segment assets is reported on the consolidated balance sheet as total assets.

The Company does not have intra-entity sales or transfers.

The CODM is regularly provided with the following significant segment expenses which are included in the measurement of the single measure of profit:

net income (loss):

Year Ended December 31,

5 unchanged sentences

General and administrative

Goodwill impairment

Depreciation and amortization

8 unchanged sentences

As of December 31, 2025, and 2024, substantially all of the Company’s assets were located in the United States.

Subsequent Events

On January 29, 2025, the Company completed an acquisition of SeQure Dx Inc., a Delaware corporation (“SeQure”), a market leader of on-target and off-target editing assessment services for cell and gene therapies.

The Company paid a total initial consideration of $ 4,500 at closing in cash for the entire issued share capital of SeQure.

An additional amount, that will not exceed $ 2,500 , may be paid in cash contingent consideration if SeQure exceeds certain revenue targets for the years ended December 31 2025 and 2026.

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

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data