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Item 2. Management’s Discussion and Analysis

2026-08-06 compared with 2026-05-07 · 142 added, 62 removed, 128 unchanged (61% of the section changed)

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

You should read the following discussion and analysis of our financial condition and results of operations together with our unaudited condensed financial statements and related notes thereto included in Part I, Item I of this Quarterly Report on Form 10-Q and with our audited financial statements and related notes thereto for the year ended December 31, 2025, included in the 2025 Annual Report on Form 10-K (the 2025 Annual Report on Form 10-K) filed on March 2, 2026, with the Securities and Exchange Commission (SEC).

of this Quarterly Report on Form 10-Q and with our audited financial statements and related notes thereto for the year ended December 31, 2025, included in the 2025 Annual Report on Form 10-K (the 2025 Annual Report on Form 10-K) filed on March 2, 2026, with the Securities and Exchange Commission (SEC).

For a discussion of factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis and elsewhere in this Quarterly Report on Form 10-Q, you should review the risk factors identified in Part I, Item 1A, Risk Factors, of our 2025 Annual Report on Form 10-K and in Item 1A, Risk Factors, of this Quarterly Report on Form 10-Q.

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Since our founding in 1996, we have been producing critical reagents for the discovery, development, and commercialization of novel therapies, vaccines, and molecular diagnostics.

Our approximately 3,000 customers span the entire continuum of the life sciences market, including leading pharmaceutical and biotechnology companies, contract development and manufacturing organizations, in vitro diagnostics franchises, and academic and government research institutions.

Our approximately 3,000 customers span the entire continuum of the life sciences market, including leading pharmaceutical and biotechnology companies, contract development and manufacturing organizations, in vitro diagnostic franchises, and academic and government research institutions.

Our Company is built around our knowledge, methods, and know-how in our proprietary manufacturing processes, which are highly adaptable and configurable.

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We typically recognize revenue when products are shipped.

We generated revenue of $11.1 million during the three months ended March 31, 2026, which represented an increase of $1.3 million compared to revenue of $9.8 million during the three months ended March 31, 2025.

For the three months ended March 31, 2026 and 2025, only 4.7% and 5.3%, respectively, of our revenue was generated from customers located outside of the United States.

We generated revenue of $12.2 million during the three months ended June 30, 2026, which represented an increase of $1.9 million compared to revenue of $10.3 million during the three months ended June 30, 2025.

For the three months ended June 30, 2026 and 2025, only 4.3% and 5.0%, respectively, of our revenue was generated from customers located outside of the United States.

We generated revenue of $23.3 million during the six months ended June 30, 2026, which represents an increase of $3.2 million compared to revenue of $20.1 million during the six months ended June 30, 2025.

For the six months ended June 30, 2026 and 2025, only 4.5% and 5.1%, respectively, of our revenue was generated from customers located outside of the United States.

Our sales outside of the United States are denominated in U.S.

We primarily generate sales through direct channels and a small salesforce, supported by an established network of distributors.

We had an operating loss of $4.3 million during the three months ended March 31, 2026, compared to an operating loss of $5.0 million during the three months ended March 31, 2025.

We had an operating loss of $2.9 million during the three months ended June 30, 2026, compared to an operating loss of $3.4 million during the three months ended June 30, 2025.

We had an operating loss of $7.2 million during the six months ended June 30, 2026, compared to an operating loss of $8.4 million during the six months ended June 30, 2025.

While our expenses may fluctuate over the short term, we expect our expenses will increase in future periods, but at a slower rate, in connection with our ongoing activities as we:

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We cannot predict the impact of future inflation and interest rate changes on the results of our operations.

Furthermore, changes to tariff and related international trade policy that began in 2025 has created uncertainty about the broader economy and our business.

Furthermore, changes to tariff and related international trade policy that began in 2025 have created uncertainty about the broader economy and our business.

For further information regarding the impact of these economic factors on the Company, please see the risk factors identified in Part I, Item 1A, Risk Factors, of our 2025 Annual Report on Form 10-K.

Results of Operations

Comparison of the Three Months Ended March 31, 2026, and Three Months Ended March 31, 2025

The following tables set forth our results of operations for the three months ended March 31, 2026 and 2025 (dollars in thousands):

For the Three Months Ended March 31,

Comparison of the Three Months Ended June 30, 2026, and Three Months Ended June 30, 2025

The following tables set forth our results of operations for the three months ended June 30, 2026 and 2025 (dollars in thousands):

For the Three Months Ended June 30,

Cost of sales

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Interest expense, net

Total other (expenses) income, net

Loss before income taxes

Provision for income taxes

Our revenue disaggregated by product category for the three months ended June 30, 2026 and 2025, was as follows (dollars in thousands):

For the Three Months Ended June 30,

Lab Essentials

Clinical Solutions

Total revenue

Total revenue was $12.2 million and $10.3 million for the three months ended June 30, 2026 and 2025, respectively.

Lab Essentials revenue was $9.2 million for the three months ended June 30, 2026, an increase of $1.4 million, or 17.9%, compared to $7.8 million for the three months ended June 30, 2025.

The increase in Lab Essentials revenue was attributable to higher average revenue per customer and, to a slightly lesser extent, an increased number of customers.

Clinical Solutions revenue was $2.4 million for the three months ended June 30, 2026, an increase of $0 .4 million, or 17 .9 %, compared to $2.1 million for the three months ended June 30, 2025.

The increase in Clinical Solutions revenue was attributable to an increased number of customers, partially offset by lower average revenue per customer.

Our revenue disaggregated by geographic region, for the three months ended June 30, 2026 and 2025, was as follows (dollars in thousands):

For the Three Months Ended June 30,

United States

International

Total revenue

Revenue from U.S.

sales was $11.7 million and $9.8 million for the three months ended June 30, 2026 and 2025, respectively.

Revenue from U.S.

sales as a percentage of our total revenue was consistent period over period, representing 95.7% and 95.0% of our total revenue during the three months ended June 30, 2026 and 2025, respectively.

Revenue from international sales was $0.5 million for each of the three months ended June 30, 2026 and 2025.

Revenue from international sales as a percentage of our total revenue was also consistent period over period, representing 4.3% and 5.0% of our total revenue during the three months ended June 30, 2026 and 2025, respectively.

Our gross profit for the three months ended June 30, 2026 and 2025, was as follows (dollars in thousands):

For the Three Months Ended June 30,

Cost of sales

Gross profit %

Gross profit percentage was 40.1% and 38.7% for the three months ended June 30, 2026 and 2025, respectively.

The increase in gross profit percentage was primarily driven by higher revenue, partially offset by higher fixed cost absorption into cost of goods sold from faster finished goods inventory turns.

This compares to the same period in the prior year that had benefited from unusually favorable manufacturing efficiency gains.

Operating expenses

Our operating expenses for the three months ended June 30, 2026 and 2025, were as follows (dollars in thousands):

For the Three Months Ended June 30,

Research and development

Sales and marketing

General and administrative

Amortization of intangible assets

Total operating expenses

Research and development expenses were consistent at $0.6 million for each of the three months ended June 30, 2026 and 2025.

Sales and marketing expenses were $2.1 million and $1.6 million for the three months ended June 30, 2026 and 2025, respectively.

The increase was primarily driven by higher headcount and increased marketing expenses.

General and administrative expenses were $4.8 million and $4.9 million for the three months ended June 30, 2026 and 2025, respectively.

The decrease was primarily driven by lower stock-based compensation expense, partially offset by increased professional fees.

Amortization of intangible assets was consistent at $0.3 million for each of the three months ended June 30, 2026 and 2025.

Other expenses, net

Our other expenses, net for the three months ended June 30, 2026 and 2025, were as follows (dollars in thousands):

For the Three Months Ended June 30,

Interest expense, net

Total other expenses, net

Total other expenses, net was $0.3 million for the three months ended June 30, 2026, compared to $0.2 million for the three months ended June 30, 2025.

The increase in total other expenses, net was primarily attributable to lower interest income.

Provision for income taxes

Our provision for income taxes for the three months ended June 30, 2026 and 2025, was as follows (dollars in thousands):

For the Three Months Ended June 30,

Provision for income taxes

Effective tax rate

Our income tax expenses were not significant for either the three months ended June 30, 2026 or 2025.

The effective tax rates for the three months ended June 30, 2026 and 2025 were (1.0%) and (0.5)%, respectively.

The effective tax rates differ from the federal statutory rate primarily due to operating losses not expected to produce an income tax benefit.

Comparison of the Six Months Ended June 30, 2026, and Six Months Ended June 30, 2025

The following tables set forth our results of operations for the six months ended June 30, 2026 and 2025 (dollars in thousands):

For the Six Months Ended June 30,

Cost of sales

Operating expenses:

Research and development

Sales and marketing

General and administrative

Amortization of intangible assets

Total operating expenses

Loss from operations

Other (expenses) income, net

Interest expense, net

Other adjustment to loan exit fee

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Provision for income taxes

Our revenue disaggregated by product category for the three months ended March 31, 2026 and 2025, was as follows (dollars in thousands):

For the Three Months Ended March 31,

Our revenue disaggregated by product category for the six months ended June 30, 2026 and 2025, was as follows (dollars in thousands):

For the Six Months Ended June 30,

Lab Essentials

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Total revenue

Total revenue was $11.1 million and $9.8 million for the three months ended March 31, 2026 and 2025, respectively.

Lab Essentials revenue was $8.4 million for the three months ended March 31, 2026, an increase of $0.3 million, or 3.4%, compared to $8.1 million for the three months ended March 31, 2025.

The increase in Lab Essentials revenue was attributable to higher average revenue per customer, partially offset by a decreased number of customers.

Clinical Solutions revenue was $2.1 million for the three months ended March 31, 2026, an increase of $1 .0 million, or 84 .6 %, compared to $1.2 million for the three months ended March 31, 2025.

The increase in Clinical Solutions revenue was attributable to an increased number of customers and, to a slightly lesser extent higher average revenue per customer.

Our revenue disaggregated by geographic region, for the three months ended March 31, 2026 and 2025, was as follows (dollars in thousands):

For the Three Months Ended March 31,

Total revenue was $23.3 million and $20.1 million for the six months ended June 30, 2026 and 2025, respectively.

Lab Essentials revenue was $17.6 million for the six months ended June 30, 2026, an increase of $1.7 million, or 10.5%, compared to $15.9 million for the six months ended June 30, 2025.

The increase in Lab Essentials revenue was attributable to an increased number of customers and, to a lesser extent, higher average revenue per customer.

Clinical Solutions revenue was $4.6 million for the six months ended June 30, 2026, an increase of $1 .4 million, or 41 .9 %, compared to $3.2 million for the six months ended June 30, 2025.

The increase in Clinical Solutions revenue was attributable to an increased number of customers, partially offset by lower average revenue per customer.

Our revenue disaggregated by geographic region, for the six months ended June 30, 2026 and 2025, was as follows (dollars in thousands):

For the Six Months Ended June 30,

United States

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Revenue from U.S.

sales was $10.6 million and $9.3 million for the three months ended March 31, 2026 and 2025, respectively.

sales was $22.2 million and $19.0 million for the six months ended June 30, 2026 and 2025, respectively.

Revenue from U.S.

sales as a percentage of our total revenue was consistent period over period, representing 95.3% and 94.7% of our total revenue during the three months ended March 31, 2026 and 2025, respectively.

Revenue from international sales was $0.5 million for each of the three months ended March 31, 2026 and 2025, respectively.

Revenue from international sales as a percentage of our total revenue was also consistent period over period, representing 4.7% and 5.3% of our total revenue during the three months ended March 31, 2026 and 2025, respectively.

Our gross profit for the three months ended March 31, 2026 and 2025, was as follows (dollars in thousands):

For the Three Months Ended March 31,

sales as a percentage of our total revenue was consistent period over period, representing 95.5% and 94.9% of our total revenue during the six months ended June 30, 2026 and 2025, respectively.

Revenue from international sales was $1.0 million for each of the six months ended June 30, 2026 and 2025.

Revenue from international sales as a percentage of our total revenue was also consistent period over period, representing 4.5% and 5.1% of our total revenue during the six months ended June 30, 2026 and 2025, respectively.

Our gross profit for the six months ended June 30, 2026 and 2025, was as follows (dollars in thousands):

For the Six Months Ended June 30,

Cost of sales

Gross profit %

Gross profit percentage was 34.2% and 30.7% for the three months ended March 31, 2026 and 2025, respectively.

The increase in gross profit was primarily driven by higher revenue.

Gross profit percentage was 37.3% and 34.8% for the six months ended June 30, 2026 and 2025, respectively.

The increase in gross profit percentage was primarily driven by higher revenue, partially offset by higher fixed cost absorption into cost of goods sold from faster finished goods inventory turns.

This compares to the same period in the prior year that had benefited from unusually favorable manufacturing efficiency gains.

Operating expenses

Our operating expenses for the three months ended March 31, 2026 and 2025, were as follows (dollars in thousands):

For the Three Months Ended March 31,

Our operating expenses for the six months ended June 30, 2026 and 2025, were as follows (dollars in thousands):

For the Six Months Ended June 30,

Research and development

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Total operating expenses

Research and development expenses were consistent at $0.6 million and $0.6 million for the three months ended March 31, 2026 and 2025, respectively.

Sales and marketing expenses were $2.1 million and $1.6 million for the three months ended March 31, 2026 and 2025, respectively.

Research and development expenses were consistent at $1.2 million and $1.1 million for the six months ended June 30, 2026 and 2025, respectively.

Sales and marketing expenses were $4.3 million and $3.2 million for the six months ended June 30, 2026 and 2025, respectively.

The increase was primarily driven by higher headcount and increased marketing expenses.

General and administrative expenses were $5.1 million and $5.5 million for the three months ended March 31, 2026 and 2025, respectively.

The decrease was primarily driven by lower stock-based compensation expense and professional fees.

Amortization of intangible assets was consistent at $0.3 million for each of the three months ended March 31, 2026 and 2025.

General and administrative expenses were $9.9 million and $10.4 million for the six months ended June 30, 2026 and 2025, respectively.

The decrease was primarily driven by lower stock-based compensation expense.

Amortization of intangible assets was consistent at $0.6 million for each of the six months ended June 30, 2026 and 2025.

Other (expenses) income, net

Our other (expenses) income, net for the three months ended March 31, 2026 and 2025, were as follows (dollars in thousands):

For the Three Months Ended March 31,

Our other (expenses) income, net for the six months ended June 30, 2026 and 2025, were as follows (dollars in thousands):

For the Six Months Ended June 30,

Interest expense, net

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Total other (expenses) income, net

Total other (expenses) income, net was an expense of $0.2 million for the three months ended March 31, 2026, compared to income of $0.3 million for the three months ended March 31, 2025.

Total other (expenses) income, net was an expense of $0.5 million for the six months ended June 30, 2026, compared to income of $0.2 million for the six months ended June 30, 2025.

The increase in total other expense, net was primarily attributable to the $0.5 million adjustment recognized on the exit fee concurrent with the refinancing of our credit agreement during the three months ended March 31, 2025 coupled with lower interest income for the six months ended June 30, 2026 compared to the six months ended June 30, 2025.

Provision for income taxes

Our provision for income taxes for the three months ended March 31, 2026 and 2025, was as follows (dollars in thousands):

For the Three Months Ended March 31,

Our provision for income taxes for the six months ended June 30, 2026 and 2025, was as follows (dollars in thousands):

For the Six Months Ended June 30,

Provision for income taxes

Effective tax rate

Our income taxes were not significant for either the three months ended March 31, 2026 or 2025.

The effective tax rates for the three months ended March 31, 2026 and 2025 were (1.0%) and (0.5)%, respectively.

Our income tax expense was $0.1 million for the six months ended June 30, 2026 and not significant for the six months ended June 30, 2025.

The effective tax rates for the six months ended June 30, 2026 and 2025 were (1.0)% and (0.5)% respectively.

The effective tax rates differ from the federal statutory rate primarily due to operating losses not expected to produce an income tax benefit.

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Our principal liquidity requirements are to fund our operations and capital expenditures.

During the three months ended March 31, 2026, we incurred net losses of $4.6 million.

In addition, as of March 31, 2026, we had an accumulated deficit of $140.3 million and $13.2 million in borrowings outstanding under our Term Loan (defined below).

As of March 31, 2026, we had $24.8 million in net working capital, which included $17.8 million in cash and cash equivalents and short-term investments.

cash requirements from known contractual obligations and commitments relate primarily to operating leases for our office, manufacturing, warehouse, and distribution facilities at March 31, 2026.

During the six months ended June 30, 2026, we incurred net losses of $7.7 million.

In addition, as of June 30, 2026, we had an accumulated deficit of $143.5 million and $13.2 million in borrowings outstanding under our Term Loan (defined below).

As of June 30, 2026, we had $24.0 million in net working capital, which included $17.4 million in cash and cash equivalents and short-term investments.

Our material cash requirements from known contractual obligations and commitments relate primarily to operating leases for our office, manufacturing, warehouse, and distribution facilities at June 30, 2026.

See “Notes to Financial Statements—Note 9.

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In addition to our existing cash and cash equivalents and short-term investments, our principal source of liquidity is our credit facility.

On March 3, 2025, we entered into the Second Amended and Restated Credit Agreement with MidCap Financial (Midcap) Trust which provides for loan commitments in an aggregate amount of up to $28.245 million consisting of a $23.245 million senior secured term loan (Term Loan) and a $5.0 million working capital facility (Revolver).

On March 3, 2025, we entered into the Second Amended and Restated Credit Agreement with MidCap Financial Trust (MidCap) which provides for loan commitments in an aggregate amount of up to $28.245 million consisting of a $23.245 million senior secured term loan (Term Loan) and a $5.0 million working capital facility (Revolver).

The Term Loan consists of the $12.135 million balance outstanding under the previous term loan, plus an additional $1.110 million related to the exit fee that would otherwise have been due upon closing of the Second Amended and Restated Term Loan Credit Agreement, as well as an additional tranche of $10.0 million that may become available for use in an acquisition, with MidCap’s consent.

As of March 31, 2026, there were no amounts outstanding under the Revolver, and $3.6 million was available based on borrowing base estimates.

As of June 30, 2026, there were no amounts outstanding under the Revolver, and $3.4 million was available based on borrowing base estimates.

The Second Amended and Restated Credit Agreement includes minimum net revenue requirements that are measured on a trailing twelve-month basis and a minimum cash requirement throughout the term of the agreement.

The minimum cash requirement is $8.0 million, which includes cash and cash equivalents as well as short-term investments in U.S.

We were in compliance with our financial covenants under the terms of the Second Amended and Restated Credit Agreement as of March 31, 2026.

We were in compliance with our financial covenants under the terms of the Second Amended and Restated Credit Agreement as of June 30, 2026.

See “Notes to Financial Statements—Note 12.

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The terms of any future offering under the shelf registration statement will be established at the time of such offering and will be described in a prospectus supplement filed with the SEC prior to the completion of any such offering.

The following table sets forth, for the periods indicated, net cash flows used in operating activities, provided by investing activities, and used in financing activities (in thousands):

For the Three Months Ended March 31,

The following table sets forth, for the periods indicated, net cash flows used in operating activities, provided by investing activities, and provided by (used in) financing activities (in thousands):

For the Six Months Ended June 30,

Net cash used in operating activities

Net cash provided by investing activities

Net cash used in financing activities

Net cash provided by (used in) financing activities

Net decrease in cash and cash equivalents

Operating Activities

Net cash used in operating activities for both the three months ended March 31, 2026 and 2025 consisted primarily of net loss, adjusted for certain non-cash items, and changes in working capital and other operating activities.

Net cash used in operating activities was $3.4 million for the three months ended March 31, 2026, which primarily consisted of net loss of $4.6 million plus net adjustments for non-cash charges of $2.7 million, offset by net changes in operating assets and liabilities of $1.5 million.

Net cash used in operating activities for both the six months ended June 30, 2026 and 2025 consisted primarily of net loss, adjusted for certain non-cash items, and changes in working capital and other operating activities.

Net cash used in operating activities was $3.8 million for the six months ended June 30, 2026, which primarily consisted of net loss of $7.7 million plus net adjustments for non-cash charges of $5.4 million, offset by net changes in operating assets and liabilities of $1.5 million.

The primary non-cash adjustments to net loss included $3.2 million of depreciation and amortization, $1.3 million of stock-based compensation, and a $0.8 million provision for inventory.

The main drivers of the changes in operating assets and liabilities were a $1.1 million increase in accounts receivable, a $0.8 million decrease in accrued liabilities, and a $0.2 million increase in inventories, partially offset by a $0.3 million increase in accounts payable, and a $0.2 million decrease in prepaid expenses and other current assets.

Net cash used in operating activities was $4.1 million for the three months ended March 31, 2025, which primarily consisted of net loss of $4.6 million plus net adjustments for non-cash charges of $2.3 million, offset by net changes in operating assets and liabilities of $1.8 million.

The primary non-cash adjustments to net loss included $1.6 million of depreciation and amortization, $0.9 million of stock-based compensation, and $0.4 million provision for inventory, partially offset an adjustment to the loan exit fee of $0.5 million, and amortization of the discount on short-term investments of $0.2 million.

The main drivers of the changes in operating assets and liabilities were a $1.3 million increase in accounts receivable, a $1.0 million decrease in accrued liabilities, and a $0.2 million increase in inventories, partially offset by a $0.7 million increase in accounts payable.

The main drivers of the changes in operating assets and liabilities were a $0.8 million increase in accounts receivable, a $0.7 million increase in inventories, and a $0.7 million decrease in accrued liabilities, partially offset by a $0.3 million decrease in prepaid expenses and other current assets, a $0.2 million decrease in other non-current assets, and a $0.2 million increase in accounts payable.

Net cash used in operating activities was $6.2 million for the six months ended June 30, 2025, which primarily consisted of net loss of $8.2 million plus net adjustments for non-cash charges of $5.4 million, offset by net changes in operating assets and liabilities of $3.4 million.

The primary non-cash adjustments to net loss included $3.2 million of depreciation and amortization, $1.8 million of stock-based compensation, and $0.9 million provision for inventory, partially offset by an adjustment to the loan exit fee of $0.5 million, and amortization of the discount on short-term investments of $0.4 million.

The main drivers of the changes in operating assets and liabilities were a $1.7 million increase in inventories, a $1.2 million decrease in accrued liabilities, and a $0.9 million increase in accounts receivable, partially offset by a $0.4 million increase in accounts payable.

Investing Activities

Net cash provided by investing activities was $1.8 million for the three months ended March 31, 2026, which consisted of maturities of short-term investments of $6.0 million, partially offset by purchases of short-term investments of $3.9 million and purchases of property, plant, and equipment of $0.2 million.

Net cash used in investing activities was $3.8 million for the three months ended March 31, 2025, which consisted of maturities of short-term investments of $6.0 million, partially offset by purchases of short-term investments of $2.0 million and purchases of property, plant, and equipment of $0.2 million.

Net cash provided by investing activities was $3.8 million for the six months ended June 30, 2026, which consisted of maturities of short-term investments of $12.0 million, partially offset by purchases of short-term investments of $7.9 million and purchases of property, plant, and equipment of $0.3 million.

Net cash provided by investing activities was $5.9 million for the six months ended June 30, 2025, which consisted of maturities of short-term investments of $16.0 million, partially offset by purchases of short-term investments of $9.7 million and purchases of property, plant, and equipment of $0.4 million.

Financing Activities

Net cash provided by financing activities was $0.1 million for the three months ended March 31, 2026, which was primarily attributable to repayment of financed insurance premiums of $0.1 million.

Net cash used in financing activities was $0.1 million for the three months ended March 31, 2025, which was primarily attributable to payment of exit fee costs of $1.1 million and repayment of financed insurance premiums of $0.1 million, largely offset by proceeds from long-term debt of $1.1 million.

Net cash provided by financing activities was $0.1 million for the six months ended June 30, 2026, which was primarily attributable to proceeds of $0.2 million from exercise of stock options and proceeds of $0.1 million from the issuance of common stock under our employee stock purchase plan, partially offset by the repayment of financed insurance premiums of $0.1 million.

Net cash used in financing activities was $0.1 million for the six months ended June 30, 2025, which was primarily attributable to payment of exit fee costs of $1.1 million in connection with entering into the Second Amended and Restated Term Loan Credit Agreement, payment of debt issuance costs of $0.1 million, and repayment of financed insurance premiums of $0.1 million, largely offset by proceeds from long-term debt of $1.1 million and proceeds of $0.1 million from the issuance of common stock under our employee stock purchase plan.

Critical Accounting Policies and Estimates

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• the date on which we are deemed to be a “large accelerated filer” under the Securities Exchange Act of 1934, as amended (the Exchange Act) (i.e., the first day of the fiscal year after we have (i) more than $700.0 million in outstanding common equity held by our non-affiliates, measured each year on the last business day of our most recently completed second fiscal quarter, and (ii) been public for at least 12 months).

We will cease to be an emerging growth company on December 31, 2026, at the latest.

We are also a “smaller reporting company” as defined in Rule 12b-2 under the Exchange Act.

We may continue to be a smaller reporting company even after we are no longer an emerging growth company.

We may take advantage of certain of the scaled disclosures available to smaller reporting companies until the fiscal year following the determination that (i) the market value of our voting and non-voting common stock held by non-affiliates equals or exceeds $250.0 million measured on the last business day of our most recently completed second fiscal quarter, and our annual revenues are more than $100.0 million during the most recently completed fiscal year or (ii) the market value of our voting and non-voting common stock held by non-affiliates equals or exceeds $700.0 million measured on the last business day of our most recently completed second fiscal quarter.

If we continue as a smaller reporting company, we may take advantage of certain of the scaled disclosures available to smaller reporting companies including (i) an exemption from auditor attestation requirements, (ii) being able to present only two years of audited financial statements in annual reports, and (iii) reduced disclosure obligations regarding executive compensation.

We may continue as a smaller reporting company until the fiscal year following the determination that (i) the market value of our voting and non-voting common stock held by non-affiliates equals or exceeds $250.0 million measured on the last business day of our most recently completed second fiscal quarter, and our annual revenues are more than $100.0 million during the most recently completed fiscal year or (ii) the market value of our voting and non-voting common stock held by non-affiliates equals or exceeds $700.0 million measured on the last business day of our most recently completed second fiscal quarter.

Recent Accounting Pronouncements

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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-Q

Item 2. Management’s Discussion and Analysis