MAXCYTE, INC. 10-K

Item 8. Financial Statements and Supplementary Data. ​ MaxCyte, Inc. ​ Index to Consolidated Financial Statements ​ ​ ​ ​ Page No ​ Report of Independent Registered Public Accounting Firm ( CohnReznick LLP , PCAOB ID: 596 ) 91 ​ Consolidated Balance Sheets 92 ​ Consolidated Statements of Operations 93 ​ Consolidated Statements of Changes in Stockholders’ Equity 94 ​ Consolidated Statements of Cash Flows 95 ​ Notes to Consolidated Financial Statements 96 ​ ​ 90 Table of Contents Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of MaxCyte, Inc. Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of MaxCyte, Inc. (the “Company”) as of December 31, 2024 and 2023, and the related consolidated statements of operations, changes in stockholders’ equity, and cash flows for the years then ended, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of their operations and their 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 in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement whether due to error or fraud. 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 audit, 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/ CohnReznick LLP We have served as the Company’s auditor since 2018. Tysons, Virginia March 11, 2025 ​ 91 Table of Contents MaxCyte, Inc. Consolidated Balance Sheets (in thousands, except share and per share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ 2024 2023 ​ ​ ​ ​ ​ ​ (See Note 2) Assets ​ ​ ​ ​ ​ Current assets: ​ ​ Cash and cash equivalents ​ $ 27,884 ​ $ 46,506 Short-term investments, at amortized cost ​ 126,598 ​ 121,782 Accounts receivable, net ​ 4,682 ​ 5,778 Inventory ​ 8,914 ​ 12,229 Prepaid expenses and other current assets ​ 3,606 ​ 3,899 Total current assets ​ 171,684 ​ 190,194 ​ ​ ​ ​ ​ ​ ​ Investments, non-current, at amortized cost ​ ​ 35,781 ​ ​ 42,938 Property and equipment, net ​ ​ 19,707 ​ 23,513 Right-of-use asset - operating leases ​ ​ 10,766 ​ 11,241 Other assets ​ 1,532 ​ 388 Total assets ​ $ 239,470 ​ $ 268,274 ​ ​ ​ ​ ​ ​ ​ Liabilities and stockholders’ equity ​ ​ Current liabilities: ​ ​ Accounts payable ​ $ 1,358 ​ $ 743 Accrued expenses and other ​ 8,302 ​ 11,269 Operating lease liability, current ​ 864 ​ 774 Deferred revenue, current portion ​ 5,251 ​ 5,069 Total current liabilities ​ 15,775 ​ 17,855 ​ ​ ​ ​ ​ ​ ​ Operating lease liability, net of current portion ​ 17,170 ​ 17,969 Other liabilities ​ 274 ​ 283 Total liabilities ​ 33,219 ​ 36,107 ​ ​ ​ ​ ​ ​ ​ Commitments and contingencies (Note 8) ​ ​ Stockholders’ equity ​ ​ Preferred stock, $ 0.01 par value; 5,000,000 shares authorized and no shares issued and outstanding at December 31, 2024 and December 31, 2023 ​ ​ — ​ ​ — Common stock, $ 0.01 par value; 400,000,000 shares authorized, 105,711,093 and 103,961,670 shares issued and outstanding at December 31, 2024 and December 31, 2023, respectively ​ ​ 1,057 ​ ​ 1,040 Additional paid-in capital ​ 422,047 ​ 406,925 Accumulated deficit ​ ( 216,853 ) ​ ( 175,798 ) Total stockholders’ equity ​ 206,251 ​ 232,167 Total liabilities and stockholders’ equity ​ $ 239,470 ​ $ 268,274 ​ See accompanying notes to consolidated financial statements. ​ 92 Table of Contents MaxCyte, Inc. Consolidated Statements of Operations (in thousands, except share and per share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2024 2023 Revenue ​ ​ $ 38,627 ​ $ 41,288 Cost of goods sold ​ ​ 7,100 ​ 4,742 Gross profit ​ ​ 31,527 ​ 36,546 ​ ​ ​ ​ ​ ​ ​ ​ Operating expenses: ​ ​ ​ Research and development ​ ​ 22,227 ​ 23,817 Sales and marketing ​ ​ 26,661 ​ 26,975 General and administrative ​ ​ 29,693 ​ 30,068 Depreciation and amortization ​ ​ ​ 4,143 ​ ​ 3,985 Total operating expenses ​ ​ 82,724 ​ 84,845 Operating loss ​ ​ ( 51,197 ) ​ ( 48,299 ) ​ ​ ​ ​ ​ ​ ​ ​ Other income: ​ ​ ​ Interest income ​ ​ 10,142 ​ 10,376 Total other income ​ ​ 10,142 ​ 10,376 Loss before income taxes ​ ​ ​ ( 41,055 ) ​ ​ ( 37,923 ) Provision for income taxes ​ ​ ​ — ​ ​ — Net loss ​ ​ $ ( 41,055 ) ​ $ ( 37,923 ) Basic and diluted net loss per share ​ ​ $ ( 0.39 ) ​ $ ( 0.37 ) Weighted-average shares outstanding, basic and diluted ​ ​ 104,849,222 ​ 103,268,502 ​ See accompanying notes to consolidated financial statements. ​ 93 Table of Contents MaxCyte, Inc. Consolidated Statements of Changes in Stockholders’ Equity (in thousands, except share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Additional ​ ​ ​ ​ Total ​ ​ Common Stock ​ Paid-in ​ Accumulated ​ Stockholders’ ​ Shares Amount Capital Deficit Equity Balance at December 31, 2022 102,397,913 ​ $ 1,024 ​ $ 390,819 ​ $ ( 137,875 ) ​ $ 253,968 Stock-based compensation expense — ​ — ​ 13,979 ​ — ​ 13,979 Vesting of restricted stock units ​ 288,550 ​ ​ 3 ​ ​ ( 3 ) ​ ​ — ​ ​ — Issuance of common stock under employee stock purchase plan ​ 82,423 ​ ​ 1 ​ ​ 268 ​ ​ — ​ ​ 269 Exercise of stock options 1,192,784 ​ 12 ​ 1,862 ​ — ​ 1,874 Net loss — ​ — ​ — ​ ( 37,923 ) ​ ( 37,923 ) Balance at December 31, 2023 103,961,670 ​ ​ 1,040 ​ ​ 406,925 ​ ​ ( 175,798 ) ​ ​ 232,167 Stock-based compensation expense — ​ ​ — ​ ​ 13,083 ​ ​ — ​ 13,083 Vesting of restricted stock units ​ 418,260 ​ ​ 4 ​ ​ ( 4 ) ​ ​ — ​ ​ — Issuance of common stock under employee stock purchase plan ​ 140,046 ​ ​ 1 ​ ​ 458 ​ ​ — ​ ​ 459 Exercise of stock options 1,191,117 ​ ​ 12 ​ ​ 1,585 ​ ​ — ​ 1,597 Net loss — ​ ​ — ​ ​ — ​ ​ ( 41,055 ) ​ ( 41,055 ) Balance at December 31, 2024 105,711,093 ​ $ 1,057 ​ $ 422,047 ​ $ ( 216,853 ) ​ $ 206,251 ​ ​ See accompanying notes to consolidated financial statements. ​ 94 Table of Contents MaxCyte, Inc. Consolidated Statements of Cash Flows (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ ​ 2024 2023 ​ Cash flows from operating activities: ​ ​ Net loss ​ $ ( 41,055 ) ​ $ ( 37,923 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Adjustments to reconcile net loss to net cash used in operating activities: ​ ​ ​ ​ ​ Depreciation and amortization ​ 4,315 ​ 4,171 ​ Lease right-of-use asset amortization ​ ​ 475 ​ ​ 395 ​ Net book value of consigned equipment sold ​ 63 ​ 94 ​ Loss on disposal of property and equipment ​ ​ 861 ​ ​ 30 ​ Stock-based compensation ​ 13,083 ​ 13,979 ​ Credit loss (recovery) expense ​ ​ ( 130 ) ​ ​ 171 ​ Change in excess/obsolete inventory reserve ​ ​ 1,771 ​ ​ 697 ​ Amortization of discounts on investments ​ ( 6,242 ) ​ ( 7,120 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Changes in operating assets and liabilities: ​ ​ ​ ​ ​ Accounts receivable ​ 1,226 ​ 5,226 ​ Accounts receivable - TIA ​ ​ — ​ ​ 1,912 ​ Inventory ​ 1,362 ​ ( 4,534 ) ​ Prepaid expense and other current assets ​ 293 ​ ( 641 ) ​ Other assets ​ ( 1,213 ) ​ 421 ​ Accounts payable, accrued expenses and other ​ ( 1,883 ) ​ 3,252 ​ Operating lease liability ​ ( 709 ) ​ ( 133 ) ​ Deferred revenue ​ 182 ​ ( 1,644 ) ​ Other liabilities ​ ( 9 ) ​ ( 39 ) ​ Net cash used in operating activities ​ ( 27,610 ) ​ ( 21,686 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash flows from investing activities: ​ ​ ​ Purchases of investments ​ ( 150,857 ) ​ ​ ( 255,095 ) ​ Maturities of investments ​ 159,440 ​ ​ 313,770 ​ Purchases of property and equipment ​ ( 1,651 ) ​ ​ ( 3,700 ) ​ Proceeds from sale of equipment ​ ​ — ​ ​ 9 ​ Net cash provided by investing activities ​ 6,932 ​ 54,984 ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash flows from financing activities: ​ ​ ​ Proceeds from exercise of stock options ​ 1,597 ​ ​ 1,874 ​ Proceeds from issuance of common stock under employee stock purchase plan ​ ​ 459 ​ ​ 269 ​ Net cash provided by financing activities ​ 2,056 ​ 2,143 ​ Net (decrease) increase in cash and cash equivalents ​ ( 18,622 ) ​ 35,441 ​ Cash and cash equivalents, beginning of period ​ 46,506 ​ 11,065 ​ Cash and cash equivalents, end of period ​ $ 27,884 ​ $ 46,506 ​ ​ ​ ​ ​ ​ ​ ​ ​ Supplemental disclosure of non-cash investing and financing activities: ​ ​ ​ ​ Property and equipment purchases included in accounts payable and accrued expenses ​ $ 97 ​ $ 566 ​ Right-of-use assets obtained in exchange for lease liabilities ​ $ — ​ $ 1,782 ​ ​ See accompanying notes to consolidated financial statements. ​ ​ 95 Table of Contents MaxCyte, Inc. Notes to Consolidated Financial Statements (in thousands, except par value, share and per share amounts) ​ 1. Organization and Description of Business MaxCyte, Inc. (the “Company” or “MaxCyte”) was incorporated as a majority owned subsidiary of EntreMed, Inc. (“EntreMed”) on July 31, 1998, under the laws and provisions of the state of Delaware and commenced operations on July 1, 1999. In November 2002, MaxCyte was recapitalized and EntreMed was no longer deemed to control the Company. MaxCyte is a global life sciences company focused on advancing the discovery, development, and commercialization of next-generation cell therapies. MaxCyte leverages its proprietary cell engineering technology platform to enable the programs of its biotechnology and pharmaceutical company customers who are engaged in cell therapy, including gene editing and immuno-oncology, as well as in drug and biologic discovery and development and biomanufacturing. The Company licenses and sells its instruments and technology and sells its consumables to developers of cell therapies and to pharmaceutical and biotechnology companies for use in drug and biologic discovery and development and biomanufacturing. The Company’s registration statement on Form S-1 related to its initial public offering of common stock in the United States (the “IPO”) was declared effective on July 29, 2021, and the Company’s common stock began trading on the Nasdaq Global Select Market on July 30, 2021. On August 3, 2021, the Company issued and sold 15,525,000 shares of common stock in the IPO at a price to the public of $ 13.00 per share, inclusive of 2,025,000 shares issued pursuant to the full exercise of the underwriters’ option to purchase additional shares. The IPO generated gross proceeds to the Company of $ 201,825 . The Company received aggregate net proceeds of $ 184,268 from the IPO after deducting aggregate underwriting commissions and offering costs of $ 17,557 . 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). Use of Estimates The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amount of revenues and expenses during the reporting period. In the accompanying consolidated financial statements, estimates are used for, but not limited to, revenue recognition, stock-based compensation, allowance for credit losses, allowance for inventory obsolescence, accruals for contingent liabilities, if applicable, deferred taxes and valuation allowance, and the depreciable lives of property and equipment. Actual results could differ from those estimates. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. 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. 96 Table of Contents ​ Concentrations of Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, investments and trade receivables. The Company’s cash and cash equivalents balances may exceed federally insured limits and cash may also be deposited in foreign bank accounts that are not covered by federal deposit insurance. The Company does not believe that this results in any significant credit risk. The Company invests its excess cash in money market funds, commercial paper and corporate debt. The Company has established guidelines relative to credit ratings, diversification and maturities that seek to maintain safety and liquidity. Significant customers are those that accounted for 10% or more of the Company’s total revenue for the period or accounts receivable as the end of a reporting period. During the years ended December 31, 2024 and 2023, one customer represented 23 % and 30 % 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. 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 . Foreign Currency The Company’s functional currency is the U.S. Dollar. Transactions denominated in foreign currencies are transacted at the exchange rate in effect at the date of each transaction. Differences in exchange rates during the period between the date a transaction denominated in foreign currency is consummated and the date on which it is either settled or at the reporting date are recognized in the consolidated statements of operations as general and administrative expense. For the years ended December 31, 2024 and 2023, the Company recognized $ 140 and $ 84 in foreign currency transaction losses, respectively. Fair Value Fair value is the price that would be received from the sale of an asset or paid to transfer a liability assuming an orderly transaction in the most advantageous market at the measurement date. US GAAP establishes a hierarchical disclosure framework which prioritizes and ranks the level of observability of inputs used in measuring fair value. These tiers include: ● Level 1—Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. ● Level 2—Observable market-based inputs other than quoted prices in active markets for identical assets or liabilities. ● Level 3—Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs. See Note 6 for additional information regarding fair value. Cash and Cash Equivalents and Investments Cash and cash equivalents consist of financial instruments including money market funds and commercial paper with original maturities of less than 90 days. Short-term investments consist of commercial paper, corporate bonds and U.S. Treasury securities and government agency bonds with original maturities greater than 90 days and less than one year. Long-term investments consist of U.S. Treasury securities and government agency bonds with maturities 97 Table of Contents 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. There were no changes from Level 2 for the years ended December 31, 2024 and 2023. Inventory The Company sells or licenses products to customers. The Company uses the average cost method of accounting for its inventory and adjustments resulting from periodic physical inventory counts are reflected in costs of goods sold in the period of the adjustment. Inventory is carried at the lower of cost or net realizable value. Inventory that is obsolete or in excess of forecasted usage is written down to its estimated net realizable value based on assumptions about future demand and market conditions. Inventory write-downs are charged to cost of goods sold and establish a new cost basis for the inventory. ​ Accounts Receivable Accounts receivable are reduced by an allowance for expected credit losses if needed. The allowance for expected credit losses reflects the best estimate of probable losses determined principally on the basis of historical experience and specific allowances for known troubled accounts. 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 $ 130 at December 31, 2023. Property and Equipment Property and equipment are stated at cost. Depreciation is computed using the straight-line method. Office equipment (principally computers) is depreciated over an estimated useful life of three years . Laboratory equipment is depreciated over an estimated useful life of five years . Furniture is depreciated over a useful life of five to seven years . Leasehold improvements are amortized over the shorter of the estimated lease term or useful life. Instruments represent equipment held at a customer’s site that is typically licensed to customers on a short-term basis and is depreciated over an estimated useful life of five years . Property and equipment include capitalized costs to develop internal-use software. Applicable costs are capitalized during the development stage of the project and include direct internal costs, third-party costs and allocated interest expenses as appropriate. Management reviews property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Recoverability of the long-lived asset is measured by a comparison of the carrying amount of the asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the estimated fair value of the assets. The Company recognized no impairment for the years ended December 31, 2024 or 2023. 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. Revenue Recognition The Company analyzes contracts to determine the appropriate revenue recognition using the following steps: (i) identification of contracts with customers; (ii) identification of distinct performance obligations in the contract; (iii) determination of contract transaction price; (iv) allocation of contract transaction price to the performance obligations; and (v) determination of revenue recognition based on timing of satisfaction of the performance obligations. In some arrangements, product and services have been sold together representing distinct performance obligations. 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 98 Table of Contents 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. 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. We refer to such licenses arrangements as strategic platform licenses (“SPLs”). We do not recognize revenue for the milestone provisions at the time of entering an SPL agreement, since each milestone stream of revenue is considered variable consideration that is highly uncertain and susceptible to factors outside our influence. We recognize the amount of revenue related to each milestone only at the time our customer achieves the milestone. 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. The Company had no material incremental costs to obtain customer contracts in any period presented. Deferred revenue results from amounts billed in advance to customers or cash received from customers in advance of services being provided. Cost of Goods Sold Cost of goods sold primarily consists of costs for raw material parts, contract manufacturer costs, salaries, overhead, licensed equipment depreciation and other direct costs related to sales recognized as revenue in the period. Research and Development Costs Research and development costs consist of independent proprietary research and development costs and the costs associated with work performed for fees from third parties. Research and development costs are expensed as incurred. Research costs performed for fees paid by customers are included in cost of goods sold. Stock-Based Compensation Expense Stock-based compensation expense is measured based on grant-date fair value. 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 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. The grant-date fair value of stock options is estimated using the Black-Scholes option pricing model for estimating fair value of its stock options granted. Option valuation models, including the Black-Scholes option pricing model, require the input of highly subjective assumptions, and changes in the assumptions used can materially affect the grant-date fair value of an award. These assumptions include the expected volatility, expected dividend yield, risk-free rate of interest and the expected life of the award. 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 99 Table of Contents 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: Expected Volatility Volatility is a measure of the amount by which a financial variable such as a share price has fluctuated (historical volatility) or is expected to fluctuate (expected volatility) during a period. The Company estimates its expected stock volatility based on historical volatility of its own common stock. Expected Dividend Yield The Company has never declared or paid common stock dividends and has no plans to do so in the foreseeable future. Therefore, the Company used an expected dividend yield of zero . Risk-Free Interest Rate This approximates the U.S. Treasury rate for the day of each option grant during the year, having a term that closely resembles the expected term of the option. For the Employee Stock Purchase Plan (“ESPP”), the U.S. Treasury rate on each Offering Date is used for a term that approximates the Purchase Period. Expected Term This is the period that the options granted are expected to remain unexercised. Options granted have a maximum term of ten years . The Company estimates the expected term of the options to be approximately six years for options, with a majority vesting over a four-year period, using the simplified method. Over time, management intends to track estimates of the expected term of the option term so that estimates will approximate actual behavior for similar options. 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ 2024 ​ 2023 ​ Expected volatility ​ 48 - 52 % ​ 44 - 56 % ​ Risk-free interest rate ​ 3.4 - 4.5 % ​ 3.3 - 4.6 % ​ Expected term (in years) ​ 5.5 - 6.1 ​ 3.6 - 6.1 ​ ​ 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: ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ 2024 ​ 2023 Expected volatility ​ 55 % ​ 57 - 60 % Risk-free interest rate ​ 4.44 - 5.43 % ​ 5.36 - 5.43 % Expected term (in years) ​ 0.5 ​ 0.5 ​ See Note 4 for additional information regarding stock-based compensation. 100 Table of Contents Income Taxes The Company uses the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are determined based on differences between the financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that such tax rate changes are enacted. The measurement of a deferred tax asset is reduced, if necessary, by a valuation allowance if it is more-likely-than-not that all or a portion of the deferred tax asset will not be realized. Management uses a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return, as well as guidance on derecognition, classification, interest and penalties and financial statement reporting disclosures. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes interest and penalties accrued on any unrecognized tax exposures as a component of income tax expense. The Company has not identified any uncertain income tax positions that could have a material impact on the consolidated financial statements. 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. 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; however, as of December 31, 2024, the Company has determined that the cumulative limitation amount exceeds the NOLs subject to the limitation and, as a result, no annual limitation remains. Leases Right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. In transactions where the Company is the lessee, at the inception of a contract, the Company determines if the arrangement is, or contains, a lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Lease expense is recognized on a straight-line basis over the lease term. The Company has made certain accounting policy elections for leases where it is the lessee whereby the Company (i) does not recognize ROU assets or lease liabilities for short-term leases (those with original terms of 12 months or less) and (ii) combines lease and non-lease elements of its operating leases. See Note 8 for additional details about leases where the Company is the lessee. All transactions in which the Company is the lessor are short-term (one year or less) and have been classified as operating leases. All leases require upfront payments covering the full period of the lease and thus, there are no future payments expected to be received from existing leases. See Note 3 for details about revenue recognition related to license agreements. Comprehensive Loss For the years ended December 31, 2024 and 2023, comprehensive loss equaled net loss; therefore, a separate statement of comprehensive loss is not included in the accompanying consolidated financial statements. Loss Per Share Basic loss per share is computed by dividing net loss available to common stockholders by the weighted average number of shares of Common Stock outstanding during the period. 101 Table of Contents For periods of net income, and when the effects are not anti-dilutive, diluted earnings per share is computed by dividing net income available to common stockholders by the weighted-average number of shares outstanding plus the impact of all potential dilutive common shares, consisting primarily of common stock options and stock purchase warrants using the treasury stock method. For periods of net loss, diluted loss per share is calculated similarly to basic loss per share because the impact of all dilutive potential common shares is anti-dilutive. The number of anti-dilutive shares, consisting of stock options and restricted stock units excluded from the computation of diluted loss per share, was 16.3 million and 16.7 million for the years ended December 31, 2024 and 2023, respectively. Recent Accounting Pronouncements New Accounting Pronouncements Recently Adopted 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. 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. See Note 10-Segment Reporting” for additional information. ​ New Accounting Pronouncements Not Yet Adopted In December 2023, the FASB issued 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 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. ASU 2024-03 will be effective for the fiscal years beginning after December 31, 2026. The Company is in the process of evaluating the impact of this ASU on its consolidated financial statements. 3. Revenue 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 some arrangements, product and services have been sold together representing distinct performance obligations. In these 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. 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. Licensing 102 Table of Contents 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, 2024 was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Revenue from ​ Revenue ​ ​ ​ ​ ​ Contracts with ​ from Lease ​ Total ​ Customers Elements Revenue Product sales ​ $ 21,089 ​ $ — ​ $ 21,089 Licenses ​ — ​ 16,412 ​ 16,412 Other ​ 1,126 ​ — ​ 1,126 Total ​ $ 22,215 ​ $ 16,412 ​ $ 38,627 ​ Disaggregated revenue for the year ended December 31, 2023 was as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Revenue from ​ Revenue ​ ​ ​ ​ ​ Contracts with ​ from Lease ​ Total ​ Customers Elements Revenue Product sales ​ $ 18,600 ​ $ — ​ $ 18,600 Licenses ​ — ​ 21,791 ​ 21,791 Other ​ 897 ​ — ​ 897 Total ​ $ 19,497 ​ $ 21,791 ​ $ 41,288 ​ ​ Additional Disclosures Relating to Revenue from Contracts with Customers Changes in deferred revenue for the years ended December 31, 2024 and 2023 were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2024 ​ 2023 ​ Balance at January 1 $ 5,352 ​ $ 7,036 ​ Revenue recognized in the current period from amounts included in the beginning balance ​ ( 4,993 ) ​ ( 6,507 ) ​ Current period deferrals, net of amounts recognized in the current period ​ 5,166 ​ 4,823 ​ Balance at December 31 ​ $ 5,525 ​ $ 5,352 ​ ​ Remaining contract consideration for which revenue has not been recognized due to unsatisfied performance obligations with a duration greater than one year was $ 360 at December 31, 2024, of which the Company expects to recognize $ 86 in 2025 , $ 86 in 2026 , $ 34 in 2027 , and $ 154 thereafter . In the years ended December 31, 2024 and 2023, the Company did not incur, and therefore did not defer, any material incremental costs to obtain contracts or costs to fulfil contracts. 4. Stockholders’ Equity Common Stock 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 restricted stock units (“RSUs”), and issued 140,046 shares to employees pursuant to the Employee Stock Purchase Plan (“ESPP”), receiving gross proceeds of $ 459 . 103 Table of Contents 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 . Preferred Stock The Company’s certificate of incorporation authorizes 5,000,000 shares of preferred stock, par value $ 0.01 per share. As of December 31, 2024 and 2023, no shares of preferred stock were issued or outstanding. Stock Incentive Plans The Company adopted the MaxCyte, Inc. Long-Term Incentive Plan (the “2016 Plan”) in January 2016 to provide for the awarding of (i) stock options, (ii) restricted stock, (iii) incentive shares, and (iv) performance awards to employees, officers, and directors of the Company and to other individuals as determined by the board of directors. 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. The board of directors reserved 2,500,000 shares for issuance under the Inducement Plan. As of December 31, 2024, options to purchase 294,938 shares remain outstanding under the Inducement Plan. In May 2022, the Company’s board of directors adopted, and in June 2022 the Company’s stockholders approved, the MaxCyte, Inc. 2022 Equity Incentive Plan (the “2022 Plan”) to provide for the awarding of (i) incentive stock options, (ii) non-qualified stock options, (iii) stock appreciation rights, (iv) restricted stock awards, (v) restricted stock unit awards, (vi) performance awards, and (vii) other awards. Following the approval of the 2022 Plan, no additional awards can be granted under the 2016 Plan or the Inducement Plan, but all outstanding awards will continue to remain subject to the terms of the applicable plan. Upon the effectiveness of the 2022 Plan, a total of 3,692,397 shares were initially reserved for issuance pursuant to future awards under the 2022 Plan, consisting of 1,928,000 new shares and 1,764,397 shares previously available under the 2016 Plan. 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 December 31, 2024 and 2023, there were 6,946,000 and 6,202,000 shares, respectively, available to be issued under the 2022 Plan. 104 Table of Contents Stock Option Activity A summary of stock option activity for the years ended December 31, 2024 and 2023 is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted- ​ ​ ​ ​ ​ ​ ​ ​ ​ Average ​ ​ ​ ​ ​ ​ ​ Weighted- ​ Remaining ​ ​ ​ ​ ​ Number of ​ Average ​ Contractual Life ​ Aggregate ​ ​ Options ​ Exercise Price ​ (in years) ​ Intrinsic Value Outstanding at January 1, 2023 14,361,092 ​ $ 5.94 ​ 7.2 ​ $ 23,825 Granted 2,713,395 ​ $ 4.36 ​ Exercised ( 1,192,784 ) ​ $ 1.58 ​ $ 4,106 Forfeited ( 460,390 ) ​ $ 9.18 ​ Expired ​ ( 3,327 ) ​ $ 6.46 ​ ​ ​ ​ ​ Outstanding at December 31, 2023 15,417,986 ​ $ 5.90 6.9 ​ $ 15,854 Granted 1,922,756 ​ $ 4.36 ​ Exercised ( 1,191,117 ) ​ $ 1.34 ​ $ 3,402 Forfeited ( 2,093,840 ) ​ $ 7.64 ​ Outstanding at December 31, 2024 14,055,785 ​ $ 5.82 6.5 ​ $ 8,467 Exercisable at December 31, 2024 10,076,377 ​ $ 6.03 5.7 ​ $ 8,334 ​ The weighted-average fair value of the options granted during the years ended December 31, 2024 and 2023 was estimated to be $ 2.26 and $ 2.05 , respectively. The value of a stock option is recognized as expense on a straight-line basis over the requisite service period. As of December 31, 2024, total unrecognized compensation expense for outstanding stock options was $ 9,462 , which will be recognized over the next 1.9 years. Restricted Stock Unit Activity During the years ended December 31, 2024 and 2023, the Company issued RSUs under the 2022 Plan. Each RSU represents the contingent right to receive one share of common stock. A summary of RSU activity for the years ended December 31, 2024 and 2023 is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted- ​ ​ ​ ​ ​ ​ ​ Average ​ ​ ​ ​ ​ Weighted- ​ Remaining ​ ​ ​ Number of ​ Average ​ Amortization Period ​ ​ ​ RSUs ​ Grant Date Fair Value ​ (in years) ​ Outstanding at January 1, 2023 ​ 643,600 ​ $ 5.57 ​ 3.2 ​ Granted ​ 1,043,150 ​ $ 4.21 ​ ​ ​ Vested and released ​ ( 288,550 ) ​ $ 5.48 ​ ​ ​ Forfeited ​ ( 102,020 ) ​ $ 4.70 ​ ​ ​ Outstanding at December 31, 2023 ​ 1,296,180 ​ $ 4.57 ​ 2.8 ​ Granted ​ 1,280,473 ​ $ 4.36 ​ ​ ​ Vested and released ​ ( 418,260 ) ​ $ 4.84 ​ ​ ​ Forfeited ​ ( 454,334 ) ​ $ 4.48 ​ ​ ​ Outstanding at December 31, 2024 ​ 1,704,059 ​ $ 4.36 ​ 2.6 ​ ​ The value of an RSU is recognized as expense on a straight-line basis over the requisite service period. As of December 31, 2024, total unrecognized compensation expense for outstanding RSUs was $ 5,643 , which will be recognized over the next 2.6 years. 105 Table of Contents Performance Stock Units (“PSUs”) During the year ended December 31, 2024, 550,838 PSUs were awarded 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 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. Employee Stock Purchase Plan The Company commenced the initial offering (the “Initial Offering”) under the MaxCyte, Inc. 2021 ESPP. 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 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. For the years ended December 31, 2024 and 2023, the Company recognized $ 162 and $ 127 , respectively, in compensation expense related to the ESPP. As of December 31, 2024, total unrecognized compensation expense related to the ESPP was $ 40 , which will be recognized over the next 0.4 years. Stock-based Compensation Expense Stock-based compensation expense recognized in connection with stock options, RSUs, PSUs and the ESPP for the years ended December 31, 2024 and 2023 was classified as follows on the consolidated statements of operations: ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, ​ ​ 2024 2023 General and administrative ​ $ 7,200 ​ $ 6,114 Sales and marketing ​ 2,920 ​ 3,252 Research and development ​ 2,963 ​ 4,613 Total ​ $ 13,083 ​ $ 13,979 ​ ​ ​ ​ 106 Table of Contents 5. Consolidated Balance Sheet Components Inventory The following tables show the components of inventory: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, December 31, ​ ​ ​ 2024 ​ 2023 ​ Raw materials inventory ​ $ 4,717 ​ $ 5,694 ​ Finished goods inventory ​ 3,927 ​ 5,977 ​ Work in progress ​ ​ 270 ​ ​ 558 ​ Total inventory ​ $ 8,914 ​ $ 12,229 ​ ​ The Company recorded an allowance for obsolete inventory of $ 1,771 and $ 697 at December 31, 2024 and 2023, respectively. ​ Property and Equipment, Net Property and equipment, net comprised the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, December 31, ​ ​ ​ 2024 ​ 2023 ​ Leasehold improvements ​ $ 14,727 ​ $ 14,654 ​ Furniture and equipment ​ ​ 11,946 ​ ​ 12,288 ​ Internal-use software ​ 4,349 ​ 4,106 ​ Instruments ​ 2,005 ​ 2,441 ​ Construction in process ​ 272 ​ 310 ​ Accumulated depreciation and amortization ​ ( 13,592 ) ​ ( 10,286 ) ​ Property and equipment, net ​ $ 19,707 ​ $ 23,513 ​ ​ For the years ended December 31, 2024 and 2023, the Company transferred $ 182 and $ 189 , 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. Maintenance and repairs are charged to expense as incurred. 6. Fair Value 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. Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis The Company had no financial assets or liabilities measured at fair value on a recurring basis as of December 31, 2024 or 2023. ​ Financial Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis Money market funds, commercial paper and corporate debt instruments classified as held-to-maturity are measured at fair value on a non-recurring basis when they are deemed to be impaired on an other-than-temporary basis. No such fair value impairment was recognized during the years ended December 31, 2024 or 2023. 107 Table of Contents The following table summarizes the Company’s financial instruments that were measured at fair value on a non-recurring basis at December 31, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross ​ Gross ​ ​ ​ ​ ​ ​ ​ Amortized ​ unrecognized ​ unrecognized ​ Aggregate Description Classification cost holding gains holding losses fair value Money market funds and cash equivalents Cash equivalents ​ $ 19,759 ​ $ — ​ $ — ​ $ 19,759 Commercial paper ​ Cash equivalents ​ ​ 5,959 ​ ​ 1 ​ ​ — ​ ​ 5,960 Commercial paper Short-term investments ​ 47,907 ​ ​ 28 ​ ​ ( 8 ) ​ 47,927 U.S. Treasury securities and government agency bonds ​ Short-term investments ​ ​ 64,193 ​ ​ 135 ​ ​ ( 4 ) ​ ​ 64,324 Corporate debt Short-term investments ​ 14,498 ​ ​ 29 ​ ​ ( 6 ) ​ 14,521 U.S. Treasury securities and government agency bonds ​ Long-term investments ​ ​ 35,781 ​ ​ 106 ​ ​ ( 68 ) ​ ​ 35,819 Total cash equivalents, short-term investments and long-term investments ​ $ 188,097 ​ $ 299 ​ $ ( 86 ) ​ $ 188,310 ​ The following table summarizes the Company’s financial instruments that were measured at fair value on a non-recurring basis at December 31, 2023: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross ​ Gross ​ ​ ​ ​ ​ ​ ​ Amortized ​ unrecognized ​ unrecognized ​ Aggregate Description Classification cost holding gains holding losses fair value Money market funds and cash equivalents Cash equivalents ​ $ 22,693 ​ $ — ​ $ — ​ $ 22,693 U.S. Treasury securities and government agency bonds ​ Cash equivalents ​ ​ 20,986 ​ ​ 3 ​ ​ — ​ ​ 20,989 Commercial paper Short-term investments ​ 107,131 ​ 100 ​ ( 1 ) ​ 107,230 U.S. Treasury securities and government agency bonds ​ Short‑term investments ​ 14,651 ​ 28 ​ ( 6 ) ​ 14,673 U.S. Treasury securities and government agency bonds ​ Long-term investments ​ ​ 42,938 ​ ​ 282 ​ ​ ( 2 ) ​ ​ 43,218 Total cash equivalents, short-term investments and long-term investments ​ $ 208,399 ​ $ 413 ​ $ ( 9 ) ​ $ 208,803 ​ 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. Non-Financial Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis The Company measures its long-lived assets, including property and equipment, at fair value on a non-recurring basis. These assets are recognized at fair value when they are deemed to be impaired. No such fair value impairment was recognized during the years ended December 31, 2024 or 2023. 108 Table of Contents 7. Income Taxes The Company’s provision (benefit) for income taxes in 2024 and 2023 consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ 2024 2023 Current provision (benefit): ​ ​ ​ ​ Federal ​ $ — ​ $ — State ​ ​ — ​ ​ — Total current provision ​ ​ — ​ ​ — Deferred tax provision (benefit): ​ ​ ​ ​ ​ ​ Federal ​ ​ ( 7,368 ) ​ ​ ( 8,752 ) State ​ ​ ( 1,860 ) ​ ​ ( 3,542 ) Change in valuation allowance ​ ​ 9,228 ​ ​ 12,294 Total deferred provision ​ ​ — ​ ​ — Total provision (benefit) for income taxes ​ $ — ​ $ — ​ The Company is required to establish a valuation allowance for deferred tax assets if, based on the weight of available evidence, it is more likely than not that some or all the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. The Company considers projected future taxable income and tax planning strategies in making this assessment. As of December 31, 2024 and 2023, the Company established a full valuation allowance against its net deferred tax assets. ​ Net deferred tax assets as of December 31, 2024 and 2023 are presented in the table below: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ 2024 2023 Deferred tax assets: ​ ​ Net operating loss carryforwards ​ $ 27,812 ​ $ 22,472 Research and development credits ​ 10,950 ​ 8,144 Stock-based compensation ​ 10,534 ​ 9,158 Deferred revenue ​ 1,527 ​ 1,517 Lease liability ​ 4,985 ​ 5,313 Tenant incentive ​ ​ 1,359 ​ ​ 1,528 Accruals and other ​ 1,912 ​ 2,092 Deferred tax liabilities: ​ ​ ​ ROU asset ​ ( 2,976 ) ​ ( 3,187 ) Depreciation and other ​ ( 1,234 ) ​ ( 1,396 ) ​ ​ 54,869 ​ 45,641 Valuation allowance ​ ( 54,869 ) ​ ( 45,641 ) Net deferred tax assets ​ $ — ​ $ — ​ 109 Table of Contents 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2024 2023 Federal income taxes (benefit) at 21 % statutory rate ​ $ ( 8,583 ) ​ $ ( 7,964 ) ​ State income taxes (benefit), net of Federal benefit ​ ( 2,561 ) ​ ( 2,901 ) ​ Stock compensation ​ 550 ​ ( 610 ) ​ Other permanent differences ​ ​ 299 ​ ​ — ​ Rate changes and other ​ 1,067 ​ ( 819 ) ​ Change in valuation allowance ​ 9,228 ​ 12,294 ​ Total Income Tax Expense ​ $ — ​ $ — ​ ​ ​ ​ ​ ​ ​ On August 16, 2022, the U.S. Inflation Reduction Act of 2022 (the “Inflation Reduction Act”) was signed into law. The Inflation Reduction Act includes, among other provisions, (i) a new corporate alternative minimum tax of 15 percent on the adjusted financial statement income (AFSI) of corporations with average AFSI exceeding $1.0 billion over a three-year period, and (ii) a new excise tax of 1 percent on the fair market value of net corporate stock repurchases. The provisions of the Inflation Reduction Act are effective for tax years beginning after December 31, 2022. The Company does not expect the Inflation Reduction Act to have a material impact on its provision for income taxes. ​ 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. The Company capitalized approximately $ 19,670 and $ 19,204 of R&D expenses incurred during the years ended December 31, 2024 and 2023, respectively. ​ ​ 8. Commitments and Contingencies Leases Operating Leases 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 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. Under the Headquarters Lease, the Company has three five-year options to extend the term of the lease. However, the Company is not reasonably certain to exercise any of these options, and therefore, these extension periods are not included in the lease term for accounting purposes. During the years ended December 31, 2024 and 2023, the Company paid $ 2,104 and $ 1,293 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, ​ ​ 2024 2023 Operating lease cost ​ $ 1,764 ​ $ 1,620 Short-term lease cost ​ 33 ​ 39 Variable lease cost ​ 970 ​ 983 Total lease cost ​ $ 2,767 ​ $ 2,642 110 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ As of December 31, ​ 2024 2023 Operating leases ​ ​ ​ ​ ​ ​ Assets ​ ​ ​ ​ ​ ​ Right-of-use asset - operating leases ​ $ 10,766 ​ $ 11,241 Liabilities ​ ​ ​ ​ ​ ​ Operating lease liability, current ​ $ 864 ​ $ 774 Operating lease liabilities, net of current portion ​ 17,170 ​ 17,969 Total operating lease liabilities ​ $ 18,034 ​ $ 18,743 Other information ​ ​ ​ ​ ​ ​ Weighted-average remaining lease term (in years) ​ ​ 10.7 ​ ​ 11.7 Weighted-average incremental borrowing rate ​ ​ 7.0 % ​ ​ 7.0 % ​ As of December 31, 2024, maturities of lease liabilities were as follows: ​ ​ ​ ​ ​ ​ Operating Leases 2025 ​ $ 2,099 2026 ​ 2,225 2027 ​ ​ 2,281 2028 ​ ​ 2,338 2029 ​ ​ 2,396 2030 and thereafter ​ ​ 14,760 Total undiscounted lease payments ​ ​ 26,099 Discount factor ​ ( 8,065 ) Present value of lease liabilities ​ $ 18,034 ​ 401(k) Retirement Plan The Company sponsors a defined-contribution 401(k) retirement plan covering eligible employees. Participating employees may voluntarily contribute up to limits provided by the Internal Revenue Code of 1986, as amended. The Company matches employee contributions equal to 50 % of the salary deferral contributions, with a maximum Company contribution of 5 % of the employees’ eligible compensation. In the years ended December 31, 2024 and 2023, Company matching contributions amounted to $ 898 and $ 867 , respectively. ​ 9. Related Party Transactions 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. 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. 111 Table of Contents 10. Segment Reporting The Company has one reportable segment, cell engineering technology. The cell engineering technology segment generates revenue principally from the sale of instruments and PAs and consumables, and research and clinical license fees to the Company’s customers, as well as program-related revenues as our SPL customers achieve development and regulatory milestones. The cell engineering technology used in the Company’s license revenue arrangements and instrument sales arrangements is deployed and implemented by customers in a similar manner, and brings the Company similar economic outcomes. 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. GAAP. 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 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 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, ​ ​ 2024 2023 Core revenue ​ ​ $ 32,512 ​ $ 29,823 Non-core revenue ​ ​ 6,115 ​ 11,465 Total Revenue ​ ​ 38,627 ​ 41,288 Cost of goods sold ​ ​ ​ 7,100 ​ ​ 4,742 Gross profit ​ ​ ​ 31,527 ​ ​ 36,546 ​ ​ ​ ​ ​ ​ ​ ​ Expenses: ​ ​ ​ Research and development ​ ​ ​ 19,264 ​ ​ 19,204 Sales and marketing ​ ​ 23,741 ​ 23,723 General and administrative ​ ​ 22,493 ​ 23,954 Depreciation and amortization ​ ​ ​ 4,143 ​ ​ 3,985 Stock-based compensation ​ ​ 13,083 ​ 13,979 Total operating expenses ​ ​ ​ 82,724 ​ ​ 84,845 ​ ​ ​ ​ ​ ​ ​ ​ Other income ​ ​ ​ 10,142 ​ ​ 10,376 ​ ​ ​ ​ ​ Net loss ​ ​ $ ( 41,055 ) ​ $ ( 37,923 ) ​ Revenue by geographic location is provided below. Other than the United States, no jurisdiction accounted for greater than 10% of the Company’s revenues for the year ended December 31, 2024 and 2023. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2024 2023 Revenue ​ ​ ​ ​ ​ ​ ​ Inside the United States ​ ​ $ 25,768 ​ $ 32,420 Outside the United States ​ ​ 12,859 ​ 8,868 Total Revenue ​ ​ $ 38,627 ​ $ 41,288 ​ As of December 31, 2024, and 2023, substantially all of the Company’s assets were located in the United States. ​ 112 Table of Contents 11. 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. ​ ​ Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. ​ None.