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What changed in MAXCYTE, INC.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of MAXCYTE, INC.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+334 added−318 removedSource: 10-K (2026-03-25) vs 10-K (2025-03-11)

Top changes in MAXCYTE, INC.'s 2025 10-K

334 paragraphs added · 318 removed · 278 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

86 edited+10 added−7 removed118 unchanged
Biggest changeOur biopharmaceutical and life sciences customers are subject to extensive regulations by the FDA and similar federal, state, and local authorities, as well as their foreign equivalents, regarding the conduct of preclinical studies and clinical trials, in the manufacture of product candidates and products for use in humans (i.e., “Good Manufacturing Practices” laws and regulations) and the marketing authorization and commercialization of biological and drug products.
Biggest changeGovernment Regulation The FDA and other federal, state, and local governmental authorities, as well as their foreign equivalents, regulate, among other things, the research, development, testing, manufacturing, safety, effectiveness, clearance, approval, labeling, packaging, quality control, storage, recordkeeping, advertising, promotion, marketing, distribution, post-market monitoring and reporting, as well as import and export of technologies including biological and drug products. 26 Table of Contents Our biopharmaceutical and life sciences customers are subject to extensive regulations by the FDA and similar federal, state, and local authorities, as well as their foreign equivalents, regarding the conduct of preclinical studies and clinical trials, in the manufacture of product candidates and products for use in humans (i.e., “Good Manufacturing Practices” laws and regulations) and the marketing authorization and commercialization of biological and drug products.
To further support our customers’ sterile closed process workflows, we also introduced ‘Closed Process Electroporation Buffer’ products in two volume sizes, 500 mL and 1 Liter, which allow for the addition of our proprietary electroporation buffer to concentrated cell samples before electroporation.
To further support our customers’ sterile closed process workflows, we also introduced ‘Closed Process Electroporation Buffer’ products in two volume sizes, 500 mL and 1 Liter, which allow for the sterile addition of our proprietary electroporation buffer to concentrated cell samples before electroporation.
The following matrix shows our full line of currently available PAs and their respective specifications and features, including the ExPERT instruments with which they can be used: We are committed to strategically investing in improvements in the PA design and range of products to ensure that customers have solutions that address all of their volume and use requirements, in both research and clinical settings, including current development of advancements for PA that support the VLx.
The following matrix shows our full line of currently available PAs and their respective specifications and features, including the ExPERT instruments with which they can be used: We are committed to strategically investing in improvements in the PA design and range of products to ensure that customers have solutions that address all of their volume and use requirements, in both research and clinical settings, including current development of advancements for PAs that support the VLx.
Customers can start with the lower to medium scale research instrument (ATx) and then scale up to the clinical version (GTx) without the need for re-optimization or re-validation. The STx provides the same scale as the GTx but is used for drug discovery applications, such as preclinical monoclonal antibody production, and not for human therapeutic use.
Customers can start with the lower to medium scale research instrument (DTx and ATx) and then scale up to the clinical version (GTx) without the need for re-optimization or re-validation. The STx provides the same scale as the GTx but is used for drug discovery applications, such as preclinical monoclonal antibody production, and not for human therapeutic use.
Our proprietary Flow Electroporation platform is fully scalable and can support small-scale research and development through large-scale cell engineering for development of commercial therapeutics. ​ Our technology platform is marketed under the ExPERT brand, the elements of which are depicted in the graphic above.
Our proprietary Flow Electroporation platform is fully scalable and can support small-scale research and development and manufacturing through large-scale cell engineering for development of commercial therapeutics. ​ Our technology platform is marketed under the ExPERT brand, the elements of which are depicted in the graphic above.
The R-20K assembly allows clients to develop therapies at small or mid-scale volumes with improved cell recovery in a closed process adaptable format to assist in de-risking their manufacturing process at the electroporation step.
The R/G-20K assembly allows clients to develop therapies at small or mid-scale volumes with improved cell recovery in a closed process adaptable format to assist in de-risking their manufacturing process at the electroporation step.
We maintain the confidentiality of our trade secrets, know-how and proprietary methods and protocols to protect our intellectual property from competitors including through confidentiality provisions in our agreements with our SPL customers and execution of non-disclosure agreements with prospective clients.
We maintain the confidentiality of our trade secrets, know-how and proprietary methods and protocols to protect our intellectual property from competitors, including through confidentiality provisions in our agreements with our customers and through the execution of non-disclosure agreements with prospective clients.
Under these SPL agreements and other license agreements with our customers, we retain title to the licensed instrument and associated intellectual property, and in exchange for an annual license fee per instrument, we provide our customers with non-exclusive access, for a defined field of use, to our: • cGMP-compatible platform, which enables early-optimization and scale-up from pre-clinical research into clinical development using our intellectual property portfolio; • FDA Master File and Technical Files, which may help accelerate and streamline development and reduce regulatory risk in the creation and development of our customers’ therapeutic drug candidates; • experienced team of sales personnel and application scientists who work directly with our customers to solve cell engineering problems; and 14 Table of Contents • continuous know-how and cell engineering process improvements.
Under these SPL agreements and other license agreements with our customers, we retain title to the licensed instrument and associated intellectual property, and in exchange for an annual license fee per instrument, we provide our customers with non-exclusive access, for a defined field of use, to our: • cGMP-compatible platform, which enables early-optimization and scale-up from pre-clinical research into clinical development using our intellectual property portfolio; • FDA Master File and Technical Files, which may help accelerate and streamline development and reduce regulatory risk in the creation and development of our customers’ therapeutic drug candidates; • experienced team of sales personnel and application scientists who work directly with our customers to solve cell engineering problems; and • continuous know-how and cell engineering process improvements.
Electroporation can be applied to almost any eukaryotic cell type to deliver a broad range of molecules, including DNA, human messenger RNA (“mRNA”), small interfering RNA (“siRNA”), and proteins.
Electroporation can be applied to almost any eukaryotic cell type to deliver a broad range of molecules, including DNA, messenger RNA (“mRNA”), small interfering RNA (“siRNA”), and proteins.
Once optimized for the biological function with smaller numbers of cells, the process can be replicated and scaled before being transferred to the clinical platform (GTx) for eventual manufacturing in the cGMP suite or to the STx platform for drug discovery and bioprocessing applications. ​ 17 Table of Contents ExPERT STx: Flow Electroporation for protein production and drug development ​ ​ ​ ​ ​ Our ExPERT STx instrument, which is generally used in the field of protein production and for other drug discovery applications, also incorporates our proprietary Flow Electroporation Technology for high yield transient expression of proteins, viral vectors, vaccines, virus like particles (“VLPs”) and biologics.
Once optimized for the biological function with smaller numbers of cells, the process can be replicated and scaled before being transferred to the clinical platform (GTx) for eventual manufacturing in the cGMP suite or to the STx platform for drug discovery and bioprocessing applications. ​ 19 Table of Contents ExPERT STx: Flow Electroporation for protein production and drug development ​ ​ ​ ​ ​ Our ExPERT STx instrument, which is generally used in the field of protein production and for other drug discovery applications, also incorporates our proprietary Flow Electroporation Technology for high yield transient expression of proteins, viral vectors, vaccines, and virus like particles (“VLPs”).
Clinical development involves a lengthy and expensive process with uncertain outcomes, including the results of pre-clinical research, as well as clinical trials demonstrating product safety and efficacy, and therefore our customers may not begin or complete clinical development, and may never receive FDA or other regulatory approval for all or any product candidates covered by their SPL agreements with us, in which case we will not receive the full potential precommercial milestone payments or the sales-based commercial payments or royalties contemplated by our SPL agreements.
Clinical development involves a lengthy and expensive process with uncertain outcomes, including the results of pre-clinical research, as well as clinical trials demonstrating product safety and efficacy, and therefore our customers may not begin or complete clinical development, 16 Table of Contents and may never receive FDA or other regulatory approval for all or any product candidates covered by their SPL agreements with us, in which case we will not receive the full potential precommercial milestone payments or the sales-based commercial payments or royalties contemplated by our SPL agreements.
In addition to recurring revenue, we have the potential to receive meaningful precommercial and commercial payments under SPL agreements as our customers achieve success in advancing programs through the clinical stage and into the commercial stage. The total pre-commercial milestone opportunity across our 29 SPL agreements has the potential to generate greater than $2 billion.
In addition to recurring revenue, we have the potential to receive meaningful precommercial and commercial payments under SPL agreements as our customers achieve success in advancing programs through the clinical stage and into the commercial stage. The total pre-commercial milestone opportunity across our 31 SPL agreements has the potential to generate greater than $2 billion.
Our PAs are capable of electroporating cell volumes from small to large scale, in single and multi-well formats, for both research and 19 Table of Contents clinical use. Cells are placed into the sample bag in large scale PAs, or into the well or wells in small scale PAs, and the PA is then connected to the instrument for processing.
Our PAs are 21 Table of Contents capable of electroporating cell volumes from small to large scale, in single and multi-well formats, for both research and clinical use. Cells are placed into the sample bag in large scale PAs, or into the well or wells in small scale PAs, and the PA is then connected to the instrument for processing.
By providing applications for cell-based assays, the STx offers a unique opportunity to apply our technology. ​ ​ 18 Table of Contents ​ ExPERT GTx: Flow Electroporation for large scale transfection in therapeutic applications ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The ExPERT GTx incorporates our proprietary Flow Electroporation technology for use in the cGMP manufacturing of cellular therapies with clinical uses.
By providing applications for cell-based assays, the STx offers a unique opportunity to apply our technology. ​ ​ 20 Table of Contents ​ ExPERT GTx: Flow Electroporation for large scale transfection in therapeutic applications ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The ExPERT GTx incorporates our proprietary Flow Electroporation technology for use in the cGMP manufacturing of cellular therapies with clinical uses.
Our SPL customers also commit to pay precommercial milestone payments for each therapeutic licensed under the agreement and produced using our platform, to be paid as they achieve key precommercial clinical development events (including, for example, Investigational New Drug (“IND”) applications and approvals, filing, dosing of an agreed number of patients in a Phase 1 clinical trial, initiating a pivotal clinical trial, and Biologics License applications (“BLA”) approvals in specified regions).
Our SPL customers also commit to pay precommercial milestone payments for each therapeutic licensed under the agreement and produced using our platform, to be paid as they achieve key precommercial clinical development events (including, for example, Investigational New Drug (“IND”) applications and approvals, filing, dosing of an agreed number of patients in a Phase 1 clinical trial, initiating a pivotal clinical trial, and Biologics License applications 15 Table of Contents (“BLA”) approvals in specified regions).
Electroporation, or electro-permeabilization, leverages the fundamental properties of cell membranes, the ability to create reversible permeability in the presence of an electric charge, as a universal method to introduce foreign molecules, or transfect, eukaryotic cells, which are cells with a cell membrane and nucleus.
Electroporation, or electro-permeabilization, leverages the fundamental properties of cell membranes, the ability to create reversible permeability in the presence of an electric potential, as a universal method to introduce foreign molecules, or transfect, eukaryotic cells, which are cells with a cell membrane and nucleus.
Once the electroporation is complete, the cells are pumped to the collection bag and the chamber is filled with the next volume of cells for electroporation. This process is repeated until the entire sample volume is processed. The maximum volume of 1,000 mL of cells can be processed in less than 30 minutes.
Once the electroporation is complete, the cells are moved to the collection bag and the chamber is filled with the next volume of cells for electroporation. This process is repeated until the entire sample volume is processed. The maximum volume of 1,000 mL of cells can be processed in less than 30 minutes.
The challenges of viral delivery methods and increased complexity of next-generation cell therapies has driven increased adoption of non-viral delivery technologies, such as electroporation. We believe our ExPERT technology is well positioned as a non-viral delivery platform in the cell therapy market.
The challenges of viral delivery methods and increased complexity of next-generation cell therapies have driven increased adoption of non-viral delivery technologies, such as electroporation. We believe our ExPERT technology is well positioned as a non-viral delivery platform in the cell therapy market.
To date, our FDA Master File and Technical Files have been referenced by our customers in over 70 clinical trials. • Recurring revenue model provides high visibility, with drivers of potential long-term upside.
To date, our FDA Master File and Technical Files have been referenced by our customers in over 75 clinical trials. • Recurring revenue model provides high visibility, with drivers of potential long-term upside.
Additionally, our instruments and platform have been used in over 70 clinical trials to date for drugs being developed to treat a variety of indications, from hematological malignancies to solid tumors to inherited genetic disorders.
Additionally, our instruments and platform have been used in over 75 clinical trials to date for drugs being developed to treat a variety of indications, from hematological malignancies to solid tumors to inherited genetic disorders.
Our platform’s ability to engineer a diversity of cell types (including CAR-T, chimeric antigen receptor Natural Killer cells (“CAR-NK/NK”), T cell receptor cells (“TCR”) and stem cells) and cell sources (autologous and allogeneic) 13 Table of Contents enhances our opportunity by potentially providing SPL agreement revenues regardless of which approaches advance in the coming years.
Our platform’s ability to engineer a diversity of cell types (including CAR-T, chimeric antigen receptor Natural Killer cells (“CAR-NK/NK”), T cell receptor cells (“TCR”) and stem cells) and cell sources (autologous and allogeneic) enhances our opportunity by potentially providing SPL agreement revenues regardless of which approaches advance in the coming years.
By incorporating the Flow Electroporation technology, larger volumes of up to 20 billion cells can be electroporated within 20 minutes. With a processing potential that ranges from 75,000 to 20 billion cells on a cGMP, 21 CFR Part 11 compatible system, the GTx represents a platform for clinical electroporation at large scale.
By incorporating the Flow Electroporation technology, larger volumes of up to 20 billion cells can be electroporated within 20 minutes. With a processing potential that ranges from 75,000 to 20 billion cells, depending on the cell type, on a cGMP, 21 CFR Part 11 compatible system, the GTx represents a platform for clinical electroporation at large scale.
In-house cleanroom PA assembly activities were initiated in 2022 to enhance operational control over quality, expand capacity, enable automation implementation, provide for multiple manufacturing sites and improve other areas of operations. In addition, in-house manufacturing allows research and development teams located in the same facility to more rapidly develop new products and enhancements.
In-house cleanroom PA assembly activities were initiated in 2022 to enhance operational control over quality, expand capacity, provide for multiple manufacturing sites and improve other areas of operations. In addition, in-house manufacturing allows research and development teams located in the same facility to more rapidly develop new products and enhancements.
Our ExPERT platform consists of four instruments, the ATx, STx, GTx and VLx, which use a broad range of PAs, of different volumes to enable scalable electroporation from tens of thousands to billions of cells to facilitate the translation of complex cellular therapies from concept to clinical development, in support of the intended therapeutic commercialization.
Our ExPERT platform consists of five instruments, the DTx, ATx, STx, GTx and VLx, which use a broad range of PAs, of different volumes to enable scalable electroporation from tens of thousands to billions of cells to facilitate the translation of complex cellular therapies from concept to clinical development, in support of the intended therapeutic commercialization.
Following the successful clinical development leading to FDA approvals of CAR-T cell therapies in blood-based cancers, developers have focused on improving efficacy, lowering the cost of manufacturing and/or expanding engineered cell therapies into new indications, such as solid tumors, as well as autoimmune and neurogenerative 12 Table of Contents diseases.
Following the successful clinical development leading to FDA approvals of CAR-T cell therapies in blood-based cancers, developers have focused on improving efficacy, lowering the cost of manufacturing and/or expanding engineered cell therapies into new indications, such as solid tumors, as well as autoimmune and neurogenerative diseases.
Research licenses under a stand-alone research license agreement, as well as instruments purchased for research use, could represent opportunities for future SPL agreements. Clinical Licenses Clinical licenses are agreements with academic institutions or commercial entities that provide access to the use of our instruments for the clinical evaluation and development of a therapeutic product intended for human use.
Research licenses under a stand-alone research license agreement, as well as instruments purchased for research use, could represent opportunities for future SPL agreements. 14 Table of Contents Clinical Licenses Clinical licenses are agreements with academic institutions or commercial entities that provide access to the use of our instruments for the clinical evaluation and development of a therapeutic product intended for human use.
Our 29 SPL agreements have the potential to generate greater than $2 billion. This figure includes both existing active SPL programs currently in clinical development and future SPL programs that are encompassed in our SPL agreements.
Our 31 SPL agreements have the potential to generate greater than $2 billion. This figure includes both existing active SPL programs currently in clinical development and future SPL programs that are encompassed in our SPL agreements.
Third-party payors have attempted to control costs by limiting coverage and the amount of reimbursement for particular medications. Our customers and collaborators’ ability to commercialize their products successfully will depend in part on the extent to which coverage and adequate reimbursement for these products will be available from third-party payors.
Third-party payors have attempted to control costs by limiting coverage and the amount of reimbursement for particular medications. Our customers and collaborators’ ability to commercialize their products successfully will depend in part on the extent to which coverage and adequate 27 Table of Contents reimbursement for these products will be available from third-party payors.
Our customers have a choice of four different instrument versions that are standardized on the same technology to deliver equivalent high performance—ATx, STx, GTx and the VLx, as well as a portfolio of proprietary related PAs and consumables.
Our customers have a choice of five different instrument versions that are standardized on the same technology to deliver equivalent high performance—DTx, ATx, STx, GTx and the VLx, as well as a portfolio of proprietary related PAs and consumables.
Since the commercial launch of our first Flow Electroporation instrument in 2003, the installed base of our instruments has grown to more than 760 instruments globally. 21 Table of Contents Our sales force and field application scientists and international partners inform our current and potential customers of current product offerings, new target applications and advances in our technologies and products.
Since the commercial launch of our first Flow Electroporation instrument in 2003, the installed base of our instruments has grown to more than 857 instruments globally. 23 Table of Contents Our sales force and field application scientists and international partners inform our current and potential customers of current product offerings, new target applications and advances in our technologies and products.
We have established a quality management system (under ISO 9001:2015 standards) which is designed to respond to customer expectations and needs and support customer adherence to applicable regulatory requirements. The 24 Table of Contents technologies we offer for potential use by customers in a cGMP environment are produced under this ISO 9001:2015 quality management system.
We have established a quality management system (under ISO 9001:2015 standards) which is designed to respond to customer expectations and needs and support customer adherence to applicable regulatory requirements. The technologies we offer for potential use by customers in a cGMP environment are produced under this ISO 9001:2015 quality management system.
Our existing customer base, which includes but is not limited to our 29 SPL customers, ranges from large biopharmaceutical companies, including a majority of the top 25 pharmaceutical companies based on 2023 global revenue, to hundreds of biotechnology companies and academic centers focused on translational research.
Our existing customer base, which includes but is not limited to our 32 SPL customers, ranges from large biopharmaceutical companies, including a majority of the top 25 pharmaceutical companies based on 2024 global revenue, to hundreds of biotechnology companies and academic centers focused on translational research.
Our ExPERT system uses two classes of PA designs — a static cuvette used for smaller cell volumes (from 75,000 cells up to 200 million cells) and a cartridge design that is used for both static and Flow Electroporation for larger cell volumes (700 million up to tens of billions of cells).
Our ExPERT system uses two classes of PA designs — a static cuvette used for smaller cell volumes (from 75,000 cells up to 200 million cells, depending on the cell type) and a cartridge design that is used for both static and Flow Electroporation for larger cell volumes (700 million up to tens of billions of cells).
Sales and Marketing We follow a direct sales model in North America, the United Kingdom, and Europe, while also selling through third-party distributors in Asia and some regions of Europe. As of December 31, 2024, we had over 33 field sales and application scientists located in the United States, the United Kingdom, and several regions in Europe and Asia.
Sales and Marketing We follow a direct sales model in North America, the United Kingdom, and Europe, while also selling through third-party distributors in Asia and some regions of Europe. As of December 31, 2025, we had over 23 field sales and application scientists located in the United States, the United Kingdom, and several regions in Europe and Asia.
We have also expanded our portfolio of multi-well cuvettes, which reduce manual handling and improve productivity in the lab, with the launch of our R-50x8. The R-50x8 is an 8-well cuvette capable of processing up to 225,000 cells in each well.
We have also expanded our portfolio of multi-well cuvettes, which reduce manual handling and improve productivity in the lab, with the launch of our R-50x8. The R-50x8 is an 8-well cuvette capable of processing up to 225,000 cells in each well, depending on the cell type.
At the same time, for our VLx Platform, we introduced the R-1L Flow Electroporation Processing Assembly, which can process in 30 minutes or less between 100 mL and 1 Liter sample volume accommodating up to 200 billion cells in a single run.
At the same time, for our VLx Platform, we introduced the R/G-1L Flow Electroporation Processing Assembly, which can process in 30 minutes or less between 100 mL and 1 Liter sample volume accommodating up to 200 billion cells in a 22 Table of Contents single run.
One key element of this protection is our FDA Master File and Technical Files described in more detail below, which allow us to submit to the regulatory authorities confidential detailed information about our ExPERT system and PAs.
One key element of this protection is our FDA Master File and Technical Files described in more detail below, which allow us to submit to regulatory authorities confidential detailed information about our ExPERT system and processing assemblies.
The Alliance for Regenerative Medicine (“ARM”), an international advocacy organization, estimates that the regenerative medicine sector, which consists of gene, cell, and tissue-based therapeutic developers raised an aggregate of $15.2 billion in 2024 and that, as of December 2024, there were more than 1,950 active clinical trials focused on regenerative and advanced medicine, which includes gene therapy, cell-based immuno-oncology, cell therapy and tissue engineering.
The Alliance for Regenerative Medicine (“ARM”), an international advocacy organization, estimates that the regenerative medicine sector, which consists of gene, cell, and tissue-based therapeutic developers raised an aggregate of $11.1 billion in 2025 and that, as of December 2025, there were more than 2,120 active clinical trials focused on regenerative and advanced medicine, which includes gene therapy, cell-based immuno-oncology, cell therapy and tissue engineering.
For further discussion of the risks we face as a result of competition, see “Risk Factors—Risks Related to Our Business and Growth Strategy—We may be unable to compete successfully against our existing or future competitors.” Intellectual Property Our long-standing intellectual property strategy has been to obtain patent protection in relevant jurisdictions over our instruments and related methods, as well as design patents covering the ExPERT system.
For further discussion of the risks we face as a result of competition, see “Risk Factors—Risks Related to Our Business and Growth Strategy—We may be unable to compete successfully against our existing or future competitors.” 25 Table of Contents Intellectual Property Our long-standing intellectual property strategy has been to obtain patent protection in relevant jurisdictions over our instruments, processing assemblies and consumables, and related methods, as well as design patent protection covering the ExPERT™ system.
Supporting Products Our proprietary electroporation buffer, a balanced salt solution that protects cells during transfection, is formulated for use with all our instrument platforms and PAs. This consumable is used for all cell types, eliminating the need to change buffers as users switch protocols, cell types or scale up.
Supporting Products Our proprietary electroporation buffer, a balanced salt solution that provides a physiologically appropriate environment for cells during transfection, is formulated for use with all our instrument platforms and PAs. This consumable is used for all mammalian cell types, eliminating the need to change buffers as users switch protocols, cell types or scale up.
Approximately 16% of additions to inventory for the year ended December 31, 2024 were from one supplier. Single source suppliers are chosen for their business stability and scalability to minimize risk.
Approximately 13% of additions to inventory for the year ended December 31, 2025 were from one supplier. Single source suppliers are chosen for their business stability and scalability to minimize risk.
VLx provides the capability for large-scall cell engineering and drug discovery applications. The STx is not covered by our FDA Master File or our Technical Files. We believe these systems will also be supportive of the commercial marketing of our customers’ therapeutic products which we enable.
VLx provides the capability for large-scall cell engineering and drug discovery applications. The DTx, ATx and STx are not covered by our FDA Master File or our Technical Files. We believe these systems will also be supportive of the commercial marketing of our customers’ therapeutic products that we enable.
As of December 31, 2024, of our 114 full-time employees, 64 have advanced degrees, including 23 with Ph.D. degrees. 10 Table of Contents Our Technology Platform The foundation of our technology platform is our proprietary and patented Flow Electroporation technology, which we have developed and optimized for more than 25 years.
As of December 31, 2025, of our 91 full-time employees, 50 have advanced degrees, including 23 with Ph.D. degrees. 10 Table of Contents Our Technology Platform The foundation of our technology platform is our proprietary and patented Flow Electroporation technology, which we have developed and optimized for more than 25 years.
The R-1L assembly 20 Table of Contents allows for large volume sample processing that can be adapted to a closed and sterile workflow for continuous end-product production.
The R-1L assembly allows for large volume sample processing that can be adapted to a closed and sterile workflow for continuous end-product production.
Users transfer their cells and loading molecules to the sample bag, and the pump on the GTx , STx or VLx instrument pumps a fixed volume of cells into the cartridge chamber where they are electroporated.
Users transfer their cells and loading molecules to the sample bag, and the pump on the GTx , STx or VLx instrument uses air pressure to deliver a fixed volume of cells into the cartridge chamber where they are electroporated.
Such characteristics include reducing immunogenicity risk of viral vectors, driving high efficiency of multi-molecule delivery while maintaining high cell viability and potency, reducing the risk of potential genotoxicity of multiplex editing (potential for translocations), delivering a large number of molecules at scale, the ability to deliver to a large number of cell types in a time efficient matter, and manufacturing in a cGMP environment, all at a manageable cost.
These advanced delivery technologies must address a number of needs that include reducing immunogenicity risk of viral vectors, driving high efficiency of multi-molecule delivery while maintaining high cell viability and potency, reducing the risk of potential genotoxicity of multiplex editing (potential for translocations), delivering a large number of molecules at scale, the ability to deliver to a large number of cell types in a time efficient matter, and manufacturing in a cGMP environment, all at a manageable cost.
Employees and Human Capital As of December 31, 2024, we had 114 full-time employees which is inclusive of individuals employed through third-party employer-of-record (“EOR”) employees , 64 of whom have advanced degrees, including 23 with Ph.D. degrees. Our human capital resources objectives include, as applicable, identifying, recruiting, retaining, training, incentivizing and integrating our existing and new employees, advisors and consultants.
Employees and Human Capital As of December 31, 2025, we had 91 full-time employees which is inclusive of individuals employed through third-party employer-of-record (“EOR”) employees , 50 of whom have advanced degrees, including 23 with Ph.D. degrees. 28 Table of Contents Our human capital resources objectives include, as applicable, identifying, recruiting, retaining, training, incentivizing and integrating our existing and new employees, advisors and consultants.
As of February 19, 2025, we have more than 200 granted U.S. and foreign patents, including in Australia, Canada, Japan, China, South Korea, and certain countries in Europe, as well as over 100 pending patent applications worldwide.
As of December 31, 2025, we had more than 200 granted U.S. and foreign patents, including in Australia, Canada, Japan, China, South Korea, and certain countries in Europe, as well as over 100 pending patent applications worldwide.
This figure includes both existing active SPL programs currently in clinical development and future SPL programs that are encompassed in our SPL agreements. From the 18 active clinical programs under our SPL agreements, the total pre-commercial milestone opportunity could exceed $220 million if all of the active programs were to achieve regulatory approvals.
This figure includes both existing active SPL programs currently in clinical development and future SPL programs that are encompassed in our SPL agreements. From the 13 clinical programs active under our SPL agreements as of December 31, 2025, the total pre-commercial milestone opportunity could exceed $130 million if all of the active programs were to achieve regulatory approvals.
Several custom components of our ExPERT instruments are manufactured by third-party suppliers. The assembly of technology-sensitive components and the final assembly is completed in-house. Presently, our Maryland manufacturing facility can support the production of ExPERT instruments in excess of anticipated demand, and we plan to continue obtaining the space and staffing necessary to meet customer demand for the foreseeable future.
The assembly of technology-sensitive components and the final assembly is completed in-house. Presently, our Maryland manufacturing facility can support the production of ExPERT instruments in excess of anticipated demand, and we plan to continue obtaining the space and staffing necessary to meet customer demand for the foreseeable future.
Upon contract termination, our customers would be responsible for any further clinical studies or data development that regulators may require to allow a change in their cell engineering methodology. We have entered into 30 SPL agreements with commercial cell therapy developers, with 29 of those agreements currently active.
We retain title to the instrument in each of our licenses. Upon contract termination, our customers would be responsible for any further clinical studies or data development that regulators may require to allow a change in their cell engineering methodology. We have entered into 33 SPL agreements with commercial cell therapy developers, with 31 of those agreements currently active.
Research and development expenses totaled $22.2 million and $23.8 million in the years ended December 31, 2024 and 2023, respectively.
Research and development expenses totaled $20.8 million and $22.2 million in the years ended December 31, 2025 and 2024, respectively.
More information about our equity incentive plan will be available in our proxy statement for the 2025 annual meeting of stockholders. None of our employees is represented by a labor organization or under any collective-bargaining arrangements.
More information about our equity incentive plan will be available in our proxy statement for the 2026 annual meeting of stockholders. None of our employees is represented by a labor organization or under any collective-bargaining arrangements. We consider our employee relations to be good.
Of our current SPL customers, one is in the commercial stage and 18 are active in clinical development, meaning they have at least an FDA-cleared IND application or foreign equivalent.
Of our SPL customers, one is in the commercial stage and 13 are active in clinical development as of December 31, 2025, meaning they have at least an FDA-cleared IND application or foreign equivalent.
We launched the ExPERT cuvette in 2020 based on customer feedback, which incorporated a new design to improve handling and ease of use, and we have continued to expand the availability of the ExPERT PA portfolio design.
We launched the ExPERT cuvettes in 2020 based on customer feedback, which incorporated design improvements to facilitate handling and ease of use, and we have continued to expand the availability of the ExPERT PA portfolio design.
We have already received about $10 million of milestone revenue from active programs. • Leadership team and workforce with deep domain knowledge. Our management team combines strong and broad subject matter expertise with a demonstrated history of commercial and operational execution. Moreover, our workforce has deep domain knowledge across a range of scientific, engineering, regulatory and business disciplines.
We have received over $30 million in milestone revenue to date.. • Leadership team and workforce with deep domain knowledge. Our management team combines strong and broad subject matter expertise with a demonstrated history of commercial and operational execution. Moreover, our workforce has deep domain knowledge across a range of scientific, engineering, regulatory and business disciplines.
Our STx instrument has high efficiency and can rapidly transfect from 75,000 to 20 billion cells. When combined with flexible cell culture strategies, the STx allows for substantial improvement in yields of high-quality, transiently expressed proteins while enabling reduced media costs. Another key application area for the STx is expression of therapeutic targets for cell-based assays.
Our STx instrument yields high transfection efficiency and can rapidly transfect from 75,000 to 20 billion cells depending on the cell type. When combined with flexible cell culture strategies, the STx allows for substantial improvement in yields of high-quality, transiently expressed proteins while enabling reduced media costs.
Our design protection covering the ExPERT system has the potential to provide protection through at least 2048. In addition to our granted patents and filed applications, we maintain protection over a number of trade secrets related to our cell processing technology and other core technology areas, including our electroporation protocols, pulsing patterns, proprietary buffer, and other formulations we have developed.
In addition to our granted patents and filed applications, we maintain protection over a number of trade secrets related to our cell processing technology and other core technology areas, including our electroporation protocols, pulsing patterns, software/control parameters, proprietary buffer, and other formulations we have developed.
We anticipate that successful integration of SeQure into our Company (which is not guaranteed) will allow us to expand our service offerings for our partners and leverage our commercial and field application scientist teams to work with developers earlier in their research processes.
The integration of SeQure into our Company has allowed us to expand our service offerings for our partners and leverage our commercial and field application scientist teams to work with developers earlier in their research processes.
Our platform allows our customers to perform their research and process optimization on a research platform and seamlessly scale to a clinically validated, cGMP environment and 21 CFR Part 11 compatible clinical platform.
Our platform allows our customers to perform their research and process optimization on a research platform and seamlessly scale to a clinically validated, cGMP environment and 21 CFR Part 11 compatible clinical platform. Further, we believe our platform provides an opportunity for our customers to realize significant time and cost savings.
Traditionally, drug screening has been performed using stable cell lines because conventional transfection technologies, such as lipofection, may induce changes to membrane composition, which does not offer the consistency and scalability that are critical for sensitive, high throughput screens.
Another key application area for the STx is expression of therapeutic targets and reporter molecules for cell-based assays. Traditionally, drug screening has been performed using stable cell lines because conventional transfection technologies, such as lipofection, may induce changes to membrane composition and they do not offer the consistency and scalability that are critical for sensitive, high throughput screens.
From the 18 active clinical programs under our SPL agreements, the total pre-commercial milestone opportunity can exceed $220 million if all of the active programs were to achieve regulatory approvals. We have already received about $10 million of milestone revenue from active programs.
From the 13 clinical programs active under our SPL agreements as of December 31, 2025, the total pre-commercial milestone opportunity can exceed $130 million if all of the active programs were to achieve regulatory approvals. We have received over $30 million in milestone revenue to date.
By enabling eight samples to be processed in the same cuvette, a more efficient process can be achieved by users. In 2022, we added the R-20K Flow Electroporation Processing Assembly for our STx and GTx platforms, which can process between 5 mL and 20 mL sample volumes, which can accommodate between 200 million and up to 4 billion cells.
In 2022, we added the R/G-20K Flow Electroporation Processing Assembly for our STx and GTx platforms, which can process between 5 mL and 20 mL sample volumes, which can accommodate between 200 million and up to 4 billion cells, depending on the cell type.
Each of our ExPERT instruments is benchtop with the same small footprint and has integrated touch screens with an intuitive Graphical User Interface (“GUI”), designed for simple training and operation.
All our instruments have been designed to provide customers with the key features required for a scalable high-performance transfection solution. Each of our ExPERT instruments is benchtop with the same small footprint and has integrated touch screens with an intuitive Graphical User Interface (“GUI”), designed for simple training and operation.
As of September 2023, the VLx has an established regulatory path supported by our FDA Master File. ​ Disposables—Processing Assemblies (PAs) Our range of disposable PAs is an important differentiator for us.
We launched the VLx to provide customers with an easy to use, large-scale system that incorporates the benefits of the ExPERT platform for large-scale bioprocessing. As of September 2023, the VLx has an established regulatory path supported by our FDA Master File. ​ Disposables—Processing Assemblies (PAs) Our range of disposable PAs is an important differentiator for us.
The following chart summarizes the features of the four ExPERT instruments: ​ ExPERT ATx: Research focused, static electroporation for small to medium scale transfection ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Our ExPERT ATx static electroporation instrument is a research focused, high performance electroporation platform for small to medium scale transfection.
We announced the launch of the DTx in February 2026. ​ ​ ​ ExPERT ATx: Research focused, static electroporation for small to medium scale transfection ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Our ExPERT ATx static electroporation instrument is a research focused, high performance electroporation platform for small to medium scale transfection.
Our website and information included in or linked to our website are not part of this Annual Report.
In addition to the information about us and our subsidiaries contained in this Annual Report, information about us can be found on our website. Our website and information included in or linked to our website are not part of this Annual Report.
The ExPERT family of products includes four instruments, which we call the ATx™, STx™, GTx™ and VLx™, as well as a portfolio of proprietary related disposables and consumables. We launched the ExPERT VLx™ instrument for very large-scale cell engineering in September 2022.
The ExPERT family of products includes five instruments, which we call the DTx™, the ATx™, the STx™, the GTx™, and the VLx™, as well as a portfolio of proprietary related disposables and consumables. We launched our DTx electroporation platform for discovery in February 2026.
Concerns exist regarding viral vector manufacturing capacity and the cost associated with viral development and manufacturing. Additional bottlenecks arise from demand for viral approaches, which has led to subsequent demand for cGMP plasmids. Furthermore, vein-to-vein manufacturing times remain high and efficiencies are needed to deliver cell therapeutic medicines to patients faster.
Additional bottlenecks arise from demand for viral 13 Table of Contents approaches, which has led to subsequent demand for cGMP plasmids. Furthermore, vein-to-vein manufacturing times remain high and efficiencies are needed to deliver cell therapeutic medicines to patients faster. Novel intracellular delivery approaches are needed to support the increased complexity of the burgeoning cell therapy pipeline.
The following graphic is an example of typical single-product revenues from a representative SPL agreement: 15 Table of Contents Our SPL agreements and research and clinical licenses may be terminated at the option of our customers at any time.
The following graphic is an example of typical single-product revenues from a representative SPL agreement: Our SPL agreements and research and clinical licenses may be terminated at the option of our customers at any time. Annual instrument license fees are non-refundable and customers may not use our instruments or process assemblies after terminating their agreement with us.
Given viruses used in gene therapy by default infect human cells, there continue to be questions around the safety profile associated with viruses. In particular, there are concerns over the potential for random integration of lentiviruses and the widespread presence of neutralizing antibodies against many AAV serotypes used in gene therapies. • Costs and time to market.
In particular, there are concerns over the potential for random integration of lentiviruses and the widespread presence of neutralizing antibodies against many AAV serotypes used in gene therapies. • Costs and time to market. Concerns exist regarding viral vector manufacturing capacity and the cost associated with viral development and manufacturing.
As part of this strategy, we have focused on obtaining protection for our non-viral delivery platform to the extent possible, particularly in the United 23 Table of Contents States and other key jurisdictions of commercial value.
As part of this strategy, we have focused on obtaining protection for our non-viral delivery platform to the extent possible, particularly in the United States and other key jurisdictions of commercial value. We also maintain a layered protection strategy that combines patent rights with proprietary know-how and trade secrets relating to our electroporation workflows, software/control parameters, and formulations.
The use of viral vectors carries several challenges, however, especially given the increase in complexity of these “next-generation” ex vivo cell therapy approaches, such as: • Viral payload limitations. Many methods of gene manipulation require insertion of relatively large molecules, including proteins such as CAS9 RNP for CRISPR or plasmids.
The use of viral vectors, which are commonly used for gene and protein delivery, carries several challenges, however, especially given the increase in complexity of these “next-generation” ex vivo cell therapy approaches, such as: • Viral payload limitations.
The ATx is designed and used by our customers for early design of experiment and process optimization at small scale to minimize cell acquisition and reagent costs.
Additionally, our ATx instrument is compatible with all of our static PAs, which can also be used on our GTx instrument, allowing for a seamless transition to our clinical cGMP-compatible platform. The ATx is designed and used by our customers for early design of experiment and process optimization at small scale to minimize cell acquisition and reagent costs.
We believe that the following four components of our platform have allowed us to successfully address the increasing complexity of cellular engineering approaches in the industry: • instrument design; • electroporation and cell handling protocols; • PAs (disposables); and • universal electroporation buffer formulation (consumables).
We believe that the following four components of our platform have allowed us to successfully address the increasing complexity of cellular engineering approaches in the industry: • instrument design; • electroporation and cell handling protocols; • PAs (disposables); and • universal electroporation buffer formulation (consumables). 12 Table of Contents In addition, we have implemented a global scientific and regulatory support strategy for our customers that is designed to accelerate clinical development and help streamline the regulatory submission process, thereby potentially saving time and reducing cost and development risk.
Our portfolio protects our core technology, the Flow Electroporation process, the processing assemblies and consumables, control and process elements, and application methods of using our non-viral delivery platform. The protection over our instruments and related methods is estimated to last through at least 2028 and through 2037 for our electroporation applications.
Our portfolio protects our core technology, including the Flow Electroporation® process, the processing assemblies and consumables used with our systems, control and process elements, and application methods of using our non-viral delivery platform.
Other competitors are in the process of developing novel technologies for the life sciences market which may lead to products that rival or replace our products.
Some of these companies may have substantially greater financial and other resources than us, including larger research and development staff or more established sales forces. Other competitors are in the process of developing novel technologies for the life sciences market which may lead to products that rival or replace our products.
Our principal executive offices are located at 9713 Key West Avenue, Suite 400, Rockville, Maryland 20850, and our telephone number is (301) 944-1700. Available Information Our website address is www.maxcyte.com. In addition to the information about us and our subsidiaries contained in this Annual Report, information about us can be found on our website.
Corporate Information We were incorporated under the laws of the State of Delaware in July 1998 under the name Theramed, Inc. and changed our name to MaxCyte, Inc. in 2001. Our principal executive offices are located at 9713 Key West Avenue, Suite 400, Rockville, Maryland 20850, and our telephone number is (301) 944-1700. Available Information Our website address is www.maxcyte.com.
The ATx instrument delivers high efficiency and viability at research scale and can utilize our range of PAs capable of transfecting from 75,000 to 700 million cells. Additionally, our ATx instrument is compatible with all of our static PAs, which can also be used on our GTx instrument, allowing for a seamless transition to our clinical cGMP-compatible platform.
The ATx instrument delivers high efficiency and viability at research scale and can utilize our range of PAs capable of transfecting from 75,000 to 700 million cells, depending on the specific cell type.
These companies include Lonza Group AG, Thermo Fisher Scientific Inc., Miltenyi Biotec, Bio-Rad Laboratories, Inc. and Harvard Biosciences Inc. (BTX), as well as several other smaller companies, including spinouts from academic labs. Some of these companies may have substantially greater financial and other resources than us, including larger research and development staff or more established sales forces.
These companies include Lonza Group AG, Thermo Fisher Scientific Inc. (NYSE: TMO) , Miltenyi Biotec, Bio-Rad Laboratories, Inc. (NYSE: BIO) and Harvard Biosciences Inc. (Nasdaq: HBIO ), as well as several other smaller companies, including spinouts from academic labs.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeOur international operations are subject to a variety of risks that we do not face in the United States, including: • difficulty of increased travel, infrastructure and legal compliance costs associated with developing international revenue; • difficulties in enforcing contracts, collecting accounts receivable and longer payment cycles, especially in emerging markets; • general economic conditions in the countries in which we operate; • additional withholding taxes or other taxes on our foreign income, and tariffs or other restrictions on foreign trade or investment; • compliance with data privacy and security requirements in foreign jurisdictions in which we operate; • imposition of, or unexpected adverse changes in, foreign laws or regulatory requirements, many of which differ from those in the United States; • costs and delays associated with developing products or technology in multiple languages, such as the software embedded in our products; • compliance with foreign technical standards; • increased length of time for shipping and acceptance of our products; • increased exposure to foreign currency exchange rate risk; • uncertainties related to geopolitical and economic environments; • reduced protection for intellectual property rights in some countries, particularly in China; and • political unrest, war, incidents of terrorism, or responses to such events. 34 Table of Contents In connection with the ongoing armed conflict between Russia and Ukraine, the U.S. government, United Kingdom and European Union countries have imposed enhanced export controls on certain products and sanctions on certain industry sectors and parties in Russia and the regions of Donetsk and Luhansk, as well as enhanced export controls on certain products and industries.
Biggest changeOur international operations are subject to a variety of risks that we do not face in the United States, including: • difficulty of increased travel, infrastructure and legal compliance costs associated with developing international revenue; • difficulties in enforcing contracts, collecting accounts receivable and longer payment cycles, especially in emerging markets; • general economic conditions in the countries in which we operate; • additional withholding taxes or other taxes on our foreign income, and tariffs or other restrictions on foreign trade or investment; • compliance with data privacy and security requirements in foreign jurisdictions in which we operate; • imposition of, or unexpected adverse changes in, foreign laws or regulatory requirements, many of which differ from those in the United States; • costs and delays associated with developing products or technology in multiple languages, such as the software embedded in our products; • compliance with foreign technical standards; • increased length of time for shipping and acceptance of our products; • increased exposure to foreign currency exchange rate risk; • uncertainties related to geopolitical and economic environments; • reduced protection for intellectual property rights in some countries, particularly in China; and • political unrest, war, incidents of terrorism, or responses to such events.
We may never succeed in any or all of these activities and, even if we do, we may never generate a level of revenue that is sufficient to achieve profitability. Even if we do achieve profitability, we may not be able to sustain profitability or meet outside expectations for our financial results, including profitability.
We may never succeed in any or all of these activities and, even if we do, we may never generate a level of revenue that is sufficient to achieve profitability. If we do achieve profitability, we may not be able to sustain profitability or meet outside expectations for our financial results, including profitability.
These fluctuations may occur due to a variety of factors, many of which are outside of our control, including, but not limited to the: • level of demand for any of our products, which may vary significantly; • timing and cost of, and level of investment in, research, development, manufacturing, regulatory approval, and commercialization activities for customers relating to our products, which may change from time to time; • size, seasonality, and customer mix of the cell engineering market; • start, milestone attainment, and completion of programs in which our platform is utilized; • sales and marketing efforts and expenses we incur; • rate at which we grow our sales force and the speed at which newly-hired salespeople become effective; changes in the productivity of our sales force; • positive or negative coverage in the media or publications of our products or competitive products; 53 Table of Contents • cost of manufacturing our products, which may vary depending on the quantity of production and the terms of our arrangements with our suppliers; • degree of competition in our industry and any change in the competitive landscape of our industry, including the introduction of new products or enhancements or technologies by us or others in the cell engineering market and competition-related pricing pressures; • changes in governmental regulations or in the status of regulatory approvals or applications; • future accounting pronouncements or changes in our accounting policies; • disruptions to our business and operations or to the business and operations of our suppliers, distributors, and other third parties with whom we conduct business resulting from public health emergencies; • future global financial crises and economic downturns, including those caused by widespread public health emergencies or geopolitical conflicts; and • general market conditions and other factors, including factors unrelated to our operating performance or the operating performance of our competitors.
These fluctuations may occur due to a variety of factors, many of which are outside of our control, including, but not limited to the: • level of demand for any of our products, which may vary significantly; • timing and cost of, and level of investment in, research, development, manufacturing, regulatory approval, and commercialization activities for customers relating to our products, which may change from time to time; • size, seasonality, and customer mix of the cell engineering market; • start, milestone attainment, and completion of programs in which our platform is utilized; • sales and marketing efforts and expenses we incur; • rate at which we grow our sales force and the speed at which newly-hired salespeople become effective; changes in the productivity of our sales force; • positive or negative coverage in the media or publications of our products or competitive products; 55 Table of Contents • cost of manufacturing our products, which may vary depending on the quantity of production and the terms of our arrangements with our suppliers; • degree of competition in our industry and any change in the competitive landscape of our industry, including the introduction of new products or enhancements or technologies by us or others in the cell engineering market and competition-related pricing pressures; • changes in governmental regulations or in the status of regulatory approvals or applications; • future accounting pronouncements or changes in our accounting policies; • disruptions to our business and operations or to the business and operations of our suppliers, distributors, and other third parties with whom we conduct business resulting from public health emergencies; • future global financial crises and economic downturns, including those caused by widespread public health emergencies or geopolitical conflicts; and • general market conditions and other factors, including factors unrelated to our operating performance or the operating performance of our competitors.
Potential implications of future public health emergencies may include: • our customer prospects and our existing customers may experience slowdowns in their businesses, and our academic institution customers may experience decreases in government funding of research and development, which in turn may result in reduced demand for our products, lengthening of sales cycles, loss of customers, difficulties in collections, and inaccurate inventory forecasting; • limitations on our business operations by local, state, provincial and/or federal governments that could impact our ability to sell products to customers, and visit customers for process optimization of their cellular therapies; • delays in negotiations with SPL customers and potential partners; • interruption of or delays in receiving supplies from the third parties we rely on to manufacture components to our products, which may impair our ability to sell our products; • interruption of or delays in installation of our products for our customers and partners; • interruption of or delays in the shipments of purchased products to customers or to our distribution partners; 55 Table of Contents • decreased employee productivity and morale, with increased employee attrition and risk of a cyberattack resulting from our employees working from home; • disruptions and significant costs to our growth planning, such as for facilities and international expansion; • costs in fully returning to work from our facilities around the world, including changes to the workplace, such as space planning, food service and amenities; • legal liability for safe workplace claims; • loss of critical vendors or third-party partners, which may go out of business; and • continued cancellation of in-person marketing events, including industry conferences, and prolonged delays in our ability to reschedule or conduct in-person marketing events and other sales and marketing activities.
Potential implications of future public health emergencies may include: • our customer prospects and our existing customers may experience slowdowns in their businesses, and our academic institution customers may experience decreases in government funding of research and development, which in turn may result in reduced demand for our products, lengthening of sales cycles, loss of customers, difficulties in collections, and inaccurate inventory forecasting; • limitations on our business operations by local, state, provincial and/or federal governments that could impact our ability to sell products to customers, and visit customers for process optimization of their cellular therapies; • delays in negotiations with SPL customers and potential partners; • interruption of or delays in receiving supplies from the third parties we rely on to manufacture components to our products, which may impair our ability to sell our products; 57 Table of Contents • interruption of or delays in installation of our products for our customers and partners; • interruption of or delays in the shipments of purchased products to customers or to our distribution partners; • decreased employee productivity and morale, with increased employee attrition and risk of a cyberattack resulting from our employees working from home; • disruptions and significant costs to our growth planning, such as for facilities and international expansion; • costs in fully returning to work from our facilities around the world, including changes to the workplace, such as space planning, food service and amenities; • legal liability for safe workplace claims; • loss of critical vendors or third-party partners, which may go out of business; and • continued cancellation of in-person marketing events, including industry conferences, and prolonged delays in our ability to reschedule or conduct in-person marketing events and other sales and marketing activities.
The market price of our common stock may be highly volatile and may fluctuate or decline substantially as a result of a variety of factors, some of which are beyond our control, including: • actual or anticipated fluctuations in our financial condition or results of operations; • variance in our financial performance from expectations of securities analysts; • changes in our projected operating and financial results; • announcements by us or our competitors of significant business developments, acquisitions, or new offerings; • announcements by our customers on clinical development delays for products being enabled by our technology; • announcements or concerns regarding real or perceived safety or efficacy issues with our products or similar products of our competitors; • adoption of new regulations applicable to our industry or the expectations concerning future regulatory developments; • our involvement in litigation; • future sales of our common stock by us or our stockholders; 65 Table of Contents • changes in senior management, the board of directors or key personnel; • the trading volume of our common stock; • changes in the anticipated future size and growth rate of our market; and • general economic, macroeconomic and market conditions.
The market price of our common stock may be highly volatile and may fluctuate or decline substantially as a result of a variety of factors, some of which are beyond our control, including: 67 Table of Contents • actual or anticipated fluctuations in our financial condition or results of operations; • variance in our financial performance from expectations of securities analysts; • changes in our projected operating and financial results; • announcements by us or our competitors of significant business developments, acquisitions, or new offerings; • announcements by our customers on clinical development delays for products being enabled by our technology; • announcements or concerns regarding real or perceived safety or efficacy issues with our products or similar products of our competitors; • adoption of new regulations applicable to our industry or the expectations concerning future regulatory developments; • our involvement in litigation; • future sales of our common stock by us or our stockholders; • changes in senior management, the board of directors or key personnel; • the trading volume of our common stock; • changes in the anticipated future size and growth rate of our market; and • general economic, macroeconomic and market conditions.
Any future acquisitions we make could subject us to a number of risks, including: ​ • Purchase prices we pay could significantly deplete our cash reserves, impair our future operating flexibility or result in dilution to our existing stockholders; • We may find that the acquired company, assets or technology does not further improve our financial and strategic position as planned; • We may find that we overpaid for the company, asset or technology, or that the economic conditions underlying our acquisition have changed; • We may have difficulty integrating the operations and personnel of the acquired company; • We may have difficulty retaining the employees with the technical skills needed to enhance and provide services with respect to the acquired assets or technologies; • Acquisitions may be viewed negatively by customers, financial markets, or investors; • We may have difficulty incorporating the acquired technologies or products with our existing products; • We may encounter difficulty entering and competing in new product or geographic markets; • We may encounter a competitive response, including price competition or intellectual property litigation; • We may have product liability, customer liability or intellectual property liability associated with the sale of the acquired company’s products; • We may be subject to litigation by terminated employees or third parties; • We may incur debt and restructuring charges; • We may acquire goodwill and other intangible assets that are subject to impairment tests, which could result in future impairment charges; • Our ongoing business and management’s attention may be disrupted or diverted by transition or integration issues and the complexity of managing geographically or culturally diverse enterprises; and • Our due diligence process may fail to identify significant existing issues with the target company’s product quality, product architecture, financial disclosures, accounting practices, internal controls, legal contingencies, intellectual property and other matters.
Any future acquisitions we make could subject us to a number of risks, including: 42 Table of Contents ​ • Purchase prices we pay could significantly deplete our cash reserves, impair our future operating flexibility or result in dilution to our existing stockholders; • We may find that the acquired company, assets or technology does not further improve our financial and strategic position as planned; • We may find that we overpaid for the company, asset or technology, or that the economic conditions underlying our acquisition have changed; • We may have difficulty integrating the operations and personnel of the acquired company; • We may have difficulty retaining the employees with the technical skills needed to enhance and provide services with respect to the acquired assets or technologies; • Acquisitions may be viewed negatively by customers, financial markets, or investors; • We may have difficulty incorporating the acquired technologies or products with our existing products; • We may encounter difficulty entering and competing in new product or geographic markets; • We may encounter a competitive response, including price competition or intellectual property litigation; • We may have product liability, customer liability or intellectual property liability associated with the sale of the acquired company’s products; • We may be subject to litigation by terminated employees or third parties; • We may incur debt and restructuring charges; • We may acquire goodwill and other intangible assets that are subject to impairment tests, which could result in future impairment charges; • Our ongoing business and management’s attention may be disrupted or diverted by transition or integration issues and the complexity of managing geographically or culturally diverse enterprises; and • Our due diligence process may fail to identify significant existing issues with the target company’s product quality, product architecture, financial disclosures, accounting practices, internal controls, legal contingencies, intellectual property and other matters.
These customers necessarily are selective with respect to which product candidates they select for development and advance through clinical trials. Beginning in 2023 and continuing in 2024, we observed customers, particularly early-stage customers, reprioritize their spending and operations to focus on lead product candidates rather than secondary or tertiary programs.
These customers necessarily are selective with respect to which product candidates they select for development and advance through clinical trials. Beginning in 2023 and continuing in 2024 and 2025, we observed customers, particularly early-stage customers, reprioritize their spending and operations to focus on lead product candidates rather than secondary or tertiary programs.
In addition, because we are incorporated in Delaware, we are governed by the provisions of Section 203 of the Delaware General Corporation Law, which generally, subject to certain exceptions, prohibits a Delaware corporation from engaging in any of a broad range of business combinations with any “interested” stockholder for a period of three years following the date on which the stockholder became an “interested” stockholder. 69 Table of Contents Our certificate of incorporation designates the Court of Chancery of the State of Delaware and, to the extent enforceable, the federal district courts of the United States of America as the exclusive forums for substantially all disputes between us and our stockholders, which will restrict our stockholders’ ability to choose the judicial forum for disputes with us or our directors, officers or employees.
In addition, because we are incorporated in Delaware, we are governed by the provisions of Section 203 of the Delaware General Corporation Law, which generally, subject to certain exceptions, prohibits a Delaware corporation from engaging in any of a broad range of business combinations with any “interested” stockholder for a period of three years following the date on which the stockholder became an “interested” stockholder. 71 Table of Contents Our certificate of incorporation designates the Court of Chancery of the State of Delaware and, to the extent enforceable, the federal district courts of the United States of America as the exclusive forums for substantially all disputes between us and our stockholders, which will restrict our stockholders’ ability to choose the judicial forum for disputes with us or our directors, officers or employees.
Many factors may impact the success of these 35 Table of Contents customer arrangements, including our ability to perform our obligations, our partners’ satisfaction with our products, competitive offerings of other companies, our partners’ ability to successfully develop, secure regulatory approval for and commercialize therapeutic candidates using our products, our customers’ internal priorities (including fluctuations in research and developments budgets), our customers’ resource allocation decisions and competitive opportunities, our ability to resolve disagreements with our customers, the costs required of either party to the agreement and related financing needs, and operating, legal and other risks in any relevant jurisdiction, as well as severe adverse events in cell therapy trials regardless of association with our customers.
Many factors may impact the success of these customer arrangements, including our ability to perform our obligations, our partners’ satisfaction with our products, competitive offerings of other companies, our partners’ ability to successfully develop, secure regulatory approval for and commercialize therapeutic candidates using our products, our customers’ internal priorities (including fluctuations in research and developments budgets), our customers’ resource allocation decisions and competitive opportunities, our ability to resolve disagreements with our customers, the costs required of either party to the agreement and related 37 Table of Contents financing needs, and operating, legal and other risks in any relevant jurisdiction, as well as severe adverse events in cell therapy trials regardless of association with our customers.
Future actions or escalations by either the United States, China or other nations that affect trade relations may also negatively affect our business, or that of our suppliers or customers, and we cannot provide any assurances as to whether such actions will occur or the form that they may take.
Future actions or escalations by either the United States or other nations that affect trade relations may also negatively affect our business, or that of our suppliers or customers, and we cannot provide any assurances as to whether such actions will occur or the form that they may take.
Any decrease in the amount of, or delay in the approval of, appropriations to NIH (and associated decreases in grants provided by the NIH) or other similar United States or foreign organizations, such as the Medical Research Council in the United Kingdom, could result in fewer grants benefiting life sciences research.
Any future decrease in the amount of, or delay in the approval of, appropriations to NIH (and associated decreases in grants provided by the NIH) or other similar United States or foreign organizations, such as the Medical Research Council in the United Kingdom, could result in fewer grants benefiting life sciences research.
For example, the U.S. government enacted the Inflation Reduction Act in 2022, which, among other things, significantly changes the taxation of certain business entities, including by imposing a 1% excise tax on certain share buybacks, effective for tax years beginning in 2023.
The U.S. government enacted the Inflation Reduction Act in 2022, which, among other things, significantly changes the taxation of certain business entities, including by imposing a 1% excise tax on certain share buybacks, effective for tax years beginning in 2023.
In addition, regardless of merit or eventual outcome, product liability claims may result in: • substantial litigation costs; • distraction of management’s attention from our primary business; • the inability to commercialize our products or new products; • decreased demand for our products; • damage to our business reputation; • product recalls or withdrawals from the market; • loss of sales; or • termination of existing agreements by our SPL customers and potential SPL customers failing to work with us. 60 Table of Contents We maintain product liability insurance, but this insurance is subject to deductibles and may not fully protect us from the financial impact of defending against product liability claims.
In addition, regardless of merit or eventual outcome, product liability claims may result in: • substantial litigation costs; • distraction of management’s attention from our primary business; • the inability to commercialize our products or new products; • decreased demand for our products; • damage to our business reputation; • product recalls or withdrawals from the market; • loss of sales; or • termination of existing agreements by our SPL customers and potential SPL customers failing to work with us. 62 Table of Contents We maintain product liability insurance, but this insurance is subject to deductibles and may not fully protect us from the financial impact of defending against product liability claims.
We also target customers in Asia and have operations, distributors, contractors, or employees located or active in Asian countries including, but not limited to China, Japan, Australia, and South Korea and are subject to new and emerging data privacy regimes in Asia, including China’s Personal Information Protection Law, Japan’s Act on the Protection of Personal Information, and Singapore’s Personal Data Protection Act. 49 Table of Contents In the ordinary course of business, we may transfer personal information from Europe and other jurisdictions to the United States or other countries.
We also target customers in Asia and have operations, distributors, contractors, or employees located or active in Asian countries including, but not limited to China, Japan, Australia, and South Korea and are subject to new and emerging data privacy regimes in Asia, including China’s Personal Information Protection Law, Japan’s Act on the Protection of Personal Information, and Singapore’s Personal Data Protection Act. 51 Table of Contents In the ordinary course of business, we may transfer personal information from Europe and other jurisdictions to the United States or other countries.
Undetected material weaknesses in our internal controls could lead to financial statement restatements and require us to incur the expense of remediation. 68 Table of Contents Anti-takeover provisions in our charter documents and under Delaware law could make an acquisition of our company more difficult, limit attempts by our stockholders to replace or remove our current management and limit the market price of our common stock.
Undetected material weaknesses in our internal controls could lead to financial statement restatements and require us to incur the expense of remediation. 70 Table of Contents Anti-takeover provisions in our charter documents and under Delaware law could make an acquisition of our company more difficult, limit attempts by our stockholders to replace or remove our current management and limit the market price of our common stock.
We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies,” including the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, or Section 404, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies,” including the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, or Section 404, reduced disclosure obligations regarding executive compensation in our 69 Table of Contents periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
Under these escrow agreements, the know-how and source code to the applicable product may be 64 Table of Contents released to the customer, typically for its use to further develop, maintain, modify and enhance the product, upon the occurrence of specified events, such as our filing for bankruptcy and breaching our representations, warranties or covenants of our agreements with our customers.
Under these escrow agreements, the know-how and source code to the applicable product may be 66 Table of Contents released to the customer, typically for its use to further develop, maintain, modify and enhance the product, upon the occurrence of specified events, such as our filing for bankruptcy and breaching our representations, warranties or covenants of our agreements with our customers.
If we are unable to identify and fix defects or other problems, we could experience, among other things: • product recalls and replacement costs; • loss of customers or orders; • damage to our brand reputation; 45 Table of Contents • failure to attract new customers; • diversion of development, engineering and manufacturing resources; • regulatory actions by governmental authorities; and • legal actions by our customers.
If we are unable to identify and fix defects or other problems, we could experience, among other things: • product recalls and replacement costs; • loss of customers or orders; • damage to our brand reputation; • failure to attract new customers; • diversion of development, engineering and manufacturing resources; • regulatory actions by governmental authorities; and 47 Table of Contents • legal actions by our customers.
With or without insurance, damage to our manufacturing facility or our other property, or to any of our suppliers, due to fire, flood or other natural disaster or casualty event may have a material adverse effect on our business, financial condition and results of operations. 62 Table of Contents We may face exposure to foreign currency exchange rate fluctuations.
With or without insurance, damage to our manufacturing facility or our other property, or to any of our suppliers, due to fire, flood or other natural disaster or casualty event may have a material adverse effect on our business, financial condition and results of operations. 64 Table of Contents We may face exposure to foreign currency exchange rate fluctuations.
Failure to adequately respond to any such regulatory requests could result in the regulator preventing our electroporation system from being utilized for a partners’ cellular therapy. This could result in our customers not utilizing our ExPERT system for their other clinical programs and negatively impact our ability to enter into SPL agreements with other cellular therapy developers.
Failure to adequately respond to any such regulatory requests could result in the regulator preventing our electroporation system from being utilized for a partner’s cellular therapy. This could result in our customers not utilizing our ExPERT system for their other clinical programs and negatively impact our ability to enter into SPL agreements with other cellular therapy developers.
As such, cost containment reform efforts may result in an adverse effect on our operations. 51 Table of Contents Our business is subject to environmental regulation and regulations relating to the protection of health and safety matters that could result in compliance costs. Any violation or liability under environmental laws or health and safety regulations could harm our business.
As such, cost containment reform efforts may result in an adverse effect on our operations. 53 Table of Contents Our business is subject to environmental regulation and regulations relating to the protection of health and safety matters that could result in compliance costs. Any violation or liability under environmental laws or health and safety regulations could harm our business.
We may not be able to maintain the quality or 59 Table of Contents expected turnaround times of our products or satisfy customer demand as it grows. Our ability to manage our growth properly will require us to continue to improve our operational, financial and management controls as well as our reporting systems and procedures.
We may not be able 61 Table of Contents to maintain the quality or expected turnaround times of our products or satisfy customer demand as it grows. Our ability to manage our growth properly will require us to continue to improve our operational, financial and management controls as well as our reporting systems and procedures.
We also may have to reduce marketing, customer support, or other resources devoted to our products. 52 Table of Contents Our results of operations and liquidity needs could be materially and adversely affected by market fluctuations, an economic downturn, inflation, increases in interest rates, and other macroeconomic conditions.
We also may have to reduce marketing, customer support, or other resources devoted to our products. 54 Table of Contents Our results of operations and liquidity needs could be materially and adversely affected by market fluctuations, an economic downturn, inflation, increases in interest rates, and other macroeconomic conditions.
Any of these factors could adversely impact their financial condition and results of operations, which could impair their ability to meet their contractual obligations to us, which may have a material adverse effect on our business, financial condition and results of operations. ​ Our customers have significant discretion in determining when and whether to make announcements, if any, about the status of their clinical developments and timelines for advancing collaborative programs, and the price of our common stock may decline as a result of announcements of unexpected results or developments.
Any of these factors could adversely impact their financial condition and results of operations, which could impair their ability to meet their contractual obligations to us, which may have a material adverse effect on our business, financial condition and results of operations. 38 Table of Contents ​ Our customers have significant discretion in determining when and whether to make announcements, if any, about the status of their clinical developments and timelines for advancing collaborative programs, and the price of our common stock may decline as a result of announcements of unexpected results or developments.
We are subject to U.S. and certain foreign anti-corruption and anti-money laundering laws and regulations. We can face criminal liability and other serious consequences for violations, which can harm our business. We are subject to anti-corruption and anti-money laundering laws and regulations, including the FCPA, the U.S. domestic bribery statute contained in 18 U.S.C. § 201, the U.S.
We can face criminal liability and other serious consequences for violations, which can harm our business. We are subject to anti-corruption and anti-money laundering laws and regulations, including the FCPA, the U.S. domestic bribery statute contained in 18 U.S.C. § 201, the U.S.
Even if we are successful in defending against these claims, litigation could result in substantial costs and be a distraction to management. 61 Table of Contents ​ Business disruptions could seriously harm our future revenue and financial condition and increase our costs and expenses.
Even if we are successful in defending against these claims, litigation could result in substantial costs and be a distraction to management. 63 Table of Contents ​ Business disruptions could seriously harm our future revenue and financial condition and increase our costs and expenses.
In addition, if we experience a significant increase in demand, we may not have adequate manufacturing capacity to meet such demand, and additional supplies may not be available when required on terms that 43 Table of Contents are acceptable to us, or at all, or suppliers may not be able to allocate sufficient capacity in order to meet our increased requirements, all of which could negatively affect our business, financial condition and results of operations.
In addition, if we experience a significant increase in demand, we may not have adequate manufacturing capacity to meet such demand, and additional supplies may not be available when required on terms that are acceptable to us, or at all, or suppliers may not be able to allocate sufficient capacity in order to meet our increased requirements, all of which could negatively affect our business, financial condition and results of operations.
Obtaining export licenses can be difficult, costly and time-consuming and we may not always be successful in obtaining necessary export licenses, and our failure to obtain required export approval for our products or limitations on our ability to export or sell our products imposed by export control or sanctions laws may harm our revenues and adversely affect our business, financial condition, and results of 48 Table of Contents operations.
Obtaining export licenses can be difficult, costly and time-consuming and we may not always be successful in obtaining necessary export licenses, and our failure to obtain required export approval for our products or limitations on our ability to export or sell our products imposed by export control or sanctions laws may harm our revenues and adversely affect our business, financial condition, and results of operations.
If that happens, we may need to license these technologies and we may not be able to obtain licenses on reasonable terms, 63 Table of Contents if at all, thereby causing great harm to our business.
If that happens, we may need to license these technologies and we may not be able to obtain licenses on reasonable terms, 65 Table of Contents if at all, thereby causing great harm to our business.
Any expansion in our market depends on a number of factors, including the cost and perceived value associated with our products and those of our competitors. Even if the markets in which we compete meet our size estimates and growth forecasts, our business could fail to grow at projected rates, if at all.
Any 31 Table of Contents expansion in our market depends on a number of factors, including the cost and perceived value associated with our products and those of our competitors. Even if the markets in which we compete meet our size estimates and growth forecasts, our business could fail to grow at projected rates, if at all.
As a result, our 37 Table of Contents future growth is dependent on the ability of our customers to successfully develop and commercialize therapies discovered or produced using our platform. Due to our reliance on our partners, the risks relating to product development, regulatory authorization or approval and commercialization apply to us derivatively through the activities of our partners.
As a result, our future growth is dependent on the ability of our customers to successfully develop and commercialize therapies discovered or produced using our platform. Due to our reliance on our partners, the risks relating to product development, regulatory authorization or approval and commercialization apply to us derivatively through the activities of our partners.
We anticipate that our expenses will increase as we: • continue to advance our ex vivo cell engineering platforms and develop new technologies related to our platform; 27 Table of Contents • acquire and license technologies aligned with our ex vivo cell engineering platforms; • expand our operational, financial and management systems and increase personnel, including staff to support our research and development, manufacturing and commercialization efforts; • continue to develop, prosecute and defend our intellectual property portfolio; and • incur additional legal, accounting and other expenses in operating our business.
We anticipate that our expenses will increase as we: • continue to advance our ex vivo cell engineering platforms and develop new technologies related to our platform; • acquire and license technologies aligned with our ex vivo cell engineering platforms; • expand our operational, financial and management systems and increase personnel, including staff to support our research and development, manufacturing and commercialization efforts; • continue to develop, prosecute and defend our intellectual property portfolio; and • incur additional legal, accounting and other expenses in operating our business.
There can be no assurance that we will not encounter such problems in the future. If we are unable to manufacture PAs consistently and in sufficient quantities to meet anticipated customer demand, our business, financial condition, results of operations and prospects could be harmed.
There can be no assurance that we will not encounter such problems in the future. 44 Table of Contents If we are unable to manufacture PAs consistently and in sufficient quantities to meet anticipated customer demand, our business, financial condition, results of operations and prospects could be harmed.
In particular, if we are unable to develop additional relevant products and applications for markets such as cell therapy or large-scale bioprocessing, it could slow or stop our business growth and negatively impact our business, financial condition, results of operations and prospects.
In particular, if we are unable to develop additional relevant products and applications for markets such as cell therapy or 32 Table of Contents large-scale bioprocessing, it could slow or stop our business growth and negatively impact our business, financial condition, results of operations and prospects.
In particular, severe ransomware attacks, including those perpetrated by organized criminal threat actors, nation-states, and nation-state-supported actors, are becoming increasingly prevalent and can lead to significant interruptions in our operations, loss of sensitive information and income, reputational harm, and diversion of funds.
In particular, severe ransomware attacks, including those perpetrated by organized criminal threat actors, nation-states, and nation-state-supported actors, are becoming increasingly prevalent and can lead to significant interruptions in our operations, loss of sensitive information and income, 58 Table of Contents reputational harm, and diversion of funds.
If we are unable to hire, 46 Table of Contents develop and retain talented sales personnel or if new sales personnel are unable to achieve desired productivity levels in a reasonable period of time, we may not be able to realize the expected benefits of this investment or increase our revenue.
If we are unable to hire, develop and retain talented sales personnel or if new sales personnel are unable to achieve desired productivity levels in a reasonable period of time, we may not be able to realize the expected benefits of this investment or increase our revenue.
We cannot be certain that the FDA or foreign regulators will not require audits of and information on our ExPERT systems used in clinical development as our customers advance their cellular therapies from preclinical through clinical development toward marketing approval.
We cannot be certain that the FDA or foreign regulators will not require audits of and information on our ExPERT systems used in clinical development as our 49 Table of Contents customers advance their cellular therapies from preclinical through clinical development toward marketing approval.
Remote work has become more common and also poses increased risks to our information technology systems and data, as more of our employees utilize network connections, computers and devices outside our premises or network, including working at 56 Table of Contents home, while in transit and in public locations.
Remote work has become more common and also poses increased risks to our information technology systems and data, as more of our employees utilize network connections, computers and devices outside our premises or network, including working at home, while in transit and in public locations.
Our operating results may fluctuate substantially due to the potential changes in our customers' resources as described above. Any decrease in our customers’ budgets or expenditures, or in the size, scope or frequency of their 33 Table of Contents capital or operating expenditures, could materially and adversely affect our business, operating results and financial condition.
Our operating results may fluctuate substantially due to the potential changes in our customers' resources as described above. Any decrease in our customers’ budgets or expenditures, or in the size, scope or frequency of their capital or operating expenditures, could materially and adversely affect our business, operating results and financial condition.
There is no assurance that such third parties will be cooperative as we desire, or at all, in which case we may be unable to carry out the relevant transactions or arrangements. 40 Table of Contents We have engaged in and may engage in future acquisitions that could disrupt our business, cause dilution to our stockholders and harm our financial condition and operating results.
There is no assurance that such third parties will be cooperative as we desire, or at all, in which case we may be unable to carry out the relevant transactions or arrangements. We have engaged in and may engage in future acquisitions that could disrupt our business, cause dilution to our stockholders and harm our financial condition and operating results.
As a result of our lengthy and unpredictable sales cycle, we may be prone to quarterly fluctuations in our revenue. Quarterly fluctuations may make it difficult for us to predict our future operating results. Consequently, comparisons of our operating results on a period-to-period basis may not be meaningful.
As a result of our lengthy and unpredictable sales cycle, we may be prone to quarterly fluctuations in our revenue. Quarterly fluctuations may make it difficult for us to predict our future operating results. Consequently, comparisons of our 30 Table of Contents operating results on a period-to-period basis may not be meaningful.
Pursuant to Section 107 of the JOBS Act, as an emerging growth company, we have elected to use the extended transition period 67 Table of Contents for complying with new or revised accounting standards until those standards would otherwise apply to private companies.
Pursuant to Section 107 of the JOBS Act, as an emerging growth company, we have elected to use the extended transition period for complying with new or revised accounting standards until those standards would otherwise apply to private companies.
We have pursued and may in the future pursue opportunities for collaboration, out-license, joint ventures, acquisitions of products, assets or technology, strategic alliances or partnerships that we believe could advance our development. For example, we recently acquired SeQure Dx.
We have pursued and may in the future pursue opportunities for collaboration, out-license, joint ventures, acquisitions of products, assets or technology, strategic alliances or partnerships that we believe could advance our development. For example, in 2025 we acquired SeQure.
As part of our strategy for growth, we have acquired a company, and in the future, we may acquire other companies, assets, or technologies in an effort to complement our existing offerings to enhance our market position . For example, we recently acquired SeQure Dx.
As part of our strategy for growth, we have acquired a company, and in the future, we may acquire other companies, assets, or technologies in an effort to complement our existing offerings to enhance our market position . For example, in 2025, we acquired SeQure.
We currently sell and license our products primarily in the cell therapy market, which is characterized by significant enhancements and evolving industry and regulatory standards and a high degree of regulatory scrutiny. As a result, our 44 Table of Contents customers’ needs are rapidly evolving.
We currently sell and license our products primarily in the cell therapy market, which is characterized by significant enhancements and evolving industry and regulatory standards and a high degree of regulatory scrutiny. As a result, our customers’ needs are rapidly evolving.
Without the timely introduction of new instruments, single-use PAs, software, services, enhancements and new product integrations with electroporation, our offerings may become less competitive over time, in which case our competitive position and operating results could suffer.
Without the timely introduction of new instruments, single-use PAs, software, services, enhancements and new product integrations with electroporation, our offerings may become less competitive over time, in which case our competitive position and 46 Table of Contents operating results could suffer.
New government regulations could also result in new or more stringent forms of ESG oversight and expanding mandatory and voluntary reporting, diligence and disclosure. 66 Table of Contents Future sales of our common stock in the public market could cause our share price to fall.
New government regulations could also result in new or more stringent forms of ESG oversight and expanding mandatory and voluntary reporting, diligence and disclosure. Future sales of our common stock in the public market could cause our share price to fall.
Noncompliance with these laws could have negative consequences, including government investigations, penalties, and reputational harm. We are subject to stringent and changing U.S. and foreign laws, regulations, rules, contractual obligations, policies, and other obligations related to data privacy and security. Our actual or perceived failure to comply with such obligations could lead to adverse business consequences.
Noncompliance with these laws could have negative consequences, including government investigations, penalties, and reputational harm. 50 Table of Contents We are subject to stringent and changing U.S. and foreign laws, regulations, rules, contractual obligations, policies, and other obligations related to data privacy and security. Our actual or perceived failure to comply with such obligations could lead to adverse business consequences.
As a result, if we fail to maintain our relationships with our SPL customers or if any of these customers discontinue their programs or transition to alternative cell engineering technologies, our future results of operations could be materially and adversely affected. An increasing portion of our revenue is derived from milestone payments from our SPL customers.
As a result, if we fail to maintain our relationships with our SPL customers or if any of these customers discontinue their programs or transition to alternative cell engineering technologies, our future results of operations could be materially and adversely affected. We expect that an increasing portion of our revenue will be derived from milestone payments from our SPL customers.
Changes in corporate tax rates, the realization of net deferred tax assets relating to our operations, the taxation of foreign earnings, and the deductibility of expenses under the TCJA or future reform legislation could have a material impact on the value of our deferred tax assets, could result in significant one time charges, and could increase our future U.S. tax expense.
Changes in corporate tax rates, the realization of net deferred tax assets relating to our operations, the taxation of foreign earnings, and the deductibility of expenses under current or future federal tax legislation could have a material impact on the value of our deferred tax assets, could result in significant one time charges, and could increase our future U.S. tax expense.
The expenses incurred by public companies generally for reporting and corporate governance purposes have been increasing. We expect these rules and regulations to increase our legal and financial compliance costs and to make some activities more time-consuming and costly and divert management’s time and attention from revenue-generating activities to compliance activities.
The expenses incurred by public companies generally for reporting and corporate governance purposes have been increasing. We expect these rules and regulations to increase our legal and financial compliance costs and to make some activities more time-consuming and costly and divert management’s time and attention from revenue-generating activities to compliance 68 Table of Contents activities.
Our investment in research and development may not result in the data we hope to develop to support marketing of our products or in marketable products or may result in products that take longer to generate revenue, or generate less revenue, than we anticipate.
Our investment in research and development may not result in the data we hope to develop to support marketing of our products or in marketable products or may result in products that take longer to generate revenue, or generate less 35 Table of Contents revenue, than we anticipate.
For example, we believe our products have applications in markets for engineered cell therapies in immuno-oncology and inherited disorders. We seek to continue 30 Table of Contents to prioritize opportunities and allocate our resources among our programs to maintain a balance between advancing near-term opportunities and exploring additional markets for our technology.
For example, we believe our products have applications in markets for engineered cell therapies in immuno-oncology and inherited disorders. We seek to continue to prioritize opportunities and allocate our resources among our programs to maintain a balance between advancing near-term opportunities and exploring additional markets for our technology.
Approximately 16% of our additions to inventory during the year ended December 31, 2024 were purchased from one supplier. Although in many cases we use standard components in our products, in some cases, components may only be purchased from a limited number of suppliers or a single supplier.
Approximately 13% of our additions to inventory during the year ended December 31, 2025 were purchased from one supplier. Although in many cases we use standard components in our products, in some cases, components may only be purchased from a limited number of suppliers or a single supplier.
Acquisitions, including the SeQure Dx acquisition, may not generate sufficient revenue to offset the associated costs of the transactions or may result in other adverse effects, which could have a material adverse effect on our business, operating results, and financial condition.
Acquisitions may not generate sufficient revenue to offset the associated costs of the transactions or may result in other adverse effects, which could have a material adverse effect on our business, operating results, and financial condition.
For the years ended December 31, 2024 and 2023, our research and development expenses were $22.2 million and $23.8 million, respectively, or approximately 58% , of our total revenue. O ur future plans include increased significant investments in research and development of product opportunities for expansion of our products and new application areas for our products.
For the years ended December 31, 2025 and 2024, our research and development expenses were $20.8 million and $22.2 million, respectively, or approximately 63% and 58% , of our total revenue, respectively. O ur future plans include increased significant investments in research and development of product opportunities for expansion of our products and new application areas for our products.
Such a stock price decline could occur even when we have met or exceeded any previously publicly stated guidance we may have provided. 28 Table of Contents We may be unable to successfully execute on our growth strategy.
Such a stock price decline could occur even when we have met or exceeded any previously publicly stated guidance we may have provided. We may be unable to successfully execute on our growth strategy.
Additionally, our highly specialized application scientists and scientific personnel work closely with researchers, clinicians and current and prospective customers to optimize and implement cell engineering methods, processes and applications to meet their specific needs.
Additionally, our highly specialized application scientists and scientific personnel work closely with researchers, clinicians and current and prospective customers to optimize and implement cell engineering methods, processes and 48 Table of Contents applications to meet their specific needs.
To induce valuable employees to remain at our company, in addition to 58 Table of Contents salary and cash incentives, we have issued, and will in the future issue, equity awards that vest over time.
To induce valuable employees to remain at our company, in addition to salary and cash incentives, we have issued, and will in the future issue, equity awards that vest over time.
We may be unable to sell or license our instruments to new customers and existing customers may cease or reduce their utilization of our instruments or fail to renew licenses of our instruments. Our net losses were $41.1 million and $37.9 million for the years ended December 31, 2024 and 2023, respectively.
We may be unable to sell or license our instruments to new customers and existing customers may cease or reduce their utilization of our instruments or fail to renew licenses of our instruments. Our net losses were $44.6 million and $41.1 million for the years ended December 31, 2025 and 2024, respectively.
As of December 31, 2024, we had an accumulated deficit of $216.9 million. Our losses have resulted principally from expenses incurred for research and development for our cell engineering platforms and from sales and marketing costs, manufacturing expenses, management and administrative costs as well as other expenses that we have incurred while building our business infrastructure.
As of December 31, 2025, we had an accumulated deficit of $261.5 million. Our losses 29 Table of Contents have resulted principally from expenses incurred for research and development for our cell engineering platforms and from sales and marketing costs, manufacturing expenses, management and administrative costs as well as other expenses that we have incurred while building our business infrastructure.
Our ExPERT technology platform and family of instruments was commercially launched in April 2019 with the latest instrument launched in late 2022. Sales and licensing of ExPERT technology systems and related instruments together accounted for 45% of our revenue for the years ended December 31, 2024 and 2023 .
Our ExPERT technology platform and family of instruments was commercially launched in April 2019 with the latest instrument launched in February 2026. Sales and licensing of ExPERT technology systems and related instruments together accounted for 48% and 45% of our revenue for the years ended December 31, 2025 and 2024, respectively .
These tariffs, and the related geopolitical uncertainty between the United States and China, may cause decreased demand for our products or increase cost of components used in our products, which could have a material adverse effect on our business and results of operations.
These tariffs, and the related geopolitical uncertainty in U.S. trade policy may cause decreased demand for our products or increase cost of components used in our products, which could have a material adverse effect on our business and results of operations.
Any of these events could have a material adverse effect on our reputation, business, or financial condition, including but not limited to: loss of actual or prospective customers, collaborators, or partners; interruptions or stoppages in our business operations; inability to process personal information or to operate in certain jurisdictions; limited ability to develop or commercialize our 50 Table of Contents products; expenditure of time and resources to defend any claim or inquiry; adverse publicity; or revision or restructuring of our business model or operations.
Any of these events could have a material adverse effect on our reputation, business, or financial condition, including but not limited to: loss of actual or prospective customers, collaborators, or partners; interruptions or stoppages in our business operations; inability to process personal information or to operate in certain jurisdictions; limited ability to develop or commercialize our products; expenditure of time and resources to defend any claim or inquiry; adverse publicity; or revision or restructuring of our business model or operations. 52 Table of Contents We are subject to U.S. and certain foreign anti-corruption and anti-money laundering laws and regulations.
There can be no assurance that our customers will successfully develop, secure marketing or regulatory approvals for and commercialize any drug, biologic or therapeutic candidates discovered or produced with our instruments. As a result, we may not realize the intended benefits of these SPL agreements. We have 29 SPL agreements resulting in a growing number of clinical milestone payments.
There can be no assurance that our customers will successfully develop, secure marketing or regulatory 39 Table of Contents approvals for and commercialize any drug, biologic or therapeutic candidates discovered or produced with our instruments. As a result, we may not realize the intended benefits of these SPL agreements.
If these KOLs, institutions and companies do not adopt our products for any reason, including those listed above, acceptance and adoption of our products may be slowed and our ability to execute our growth strategy may be impaired, which may negatively affect our business, financial condition, prospects and results of operations.
If these KOLs, institutions and companies do not adopt our products for any reason, including those listed above, acceptance and adoption of our products may be slowed and our ability to execute our growth strategy may be impaired, which may negatively affect our business, financial condition, prospects and results of operations. 33 Table of Contents We may be unable to compete successfully against our existing or future competitors.
For the year ended December 31, 2024, two cell therapy companies with which we have entered into SPL agreements accounted for 32% of our total revenue, and our five largest customers accounted for an aggregate of approximately 46% of our total revenue for the year through a combination of instrument license fees, milestones realized and processing assembly revenue.
For the year ended December 31, 2025, one cell therapy company with which we have entered into an SPL agreement accounted for 26% of our total revenue, and our five largest customers accounted for an aggregate of approximately 42% of our total revenue for the year through a combination of instrument license fees, milestones realized and processing assembly revenue.
As of December 31, 2024, we had U.S. federal and state net operating loss carryforwards of $109.9 million.
As of December 31, 2025, we had U.S. federal and state net operating loss carryforwards of $156.7 million.
Our customers who use our platform may be subject to broadly applicable healthcare laws and regulations that may constrain the business or financial arrangements and relationships through which we research, market, sell, and distribute our products. Such laws include federal and state anti-kickback laws, false claims laws, transparency laws, and health information privacy and security laws.
Our customers who use our platform may be subject to broadly applicable healthcare laws and regulations that may constrain the business or financial arrangements and relationships through which we research, market, sell, and distribute our products.
Conflicts between Russia and Ukraine, in the Middle East, or elsewhere may directly or indirectly affect our supply chain, which may lead to negative implications on the availability and prices of raw materials, energy prices, and our customers, as well as the global financial markets.
Conflicts between Russia and Ukraine, the recent Israel-U.S. military actions in Iran and attacks in nearby Middle Eastern countries, or elsewhere may directly or indirectly affect our supply 36 Table of Contents chain, which may lead to negative implications on the availability and prices of raw materials, energy prices, and our customers, as well as the global financial markets.
International customers have typically accounted for a meaningful portion of our revenue. For the year ended December 31, 2024, approximately 33% of our revenue was derived from international customers, with the most significant markets being the United Kingdom, Switzerland, Canada and China. We expect that our international revenue and operations will continue to expand in the future.
International customers have typically accounted for a meaningful portion of our revenue. For the years ended December 31, 2025 and 2024, approximately 36% and 33%, respectively of our revenue was derived from international customers, with the most significant markets being the United Kingdom, Switzerland, Canada and China.
We may be unable to compete successfully against our existing or future competitors. We operate in a highly competitive market characterized by rapid technological change, evolving industry standards, changes in customer needs, emerging competition, new product introductions and strong price competition.
We operate in a highly competitive market characterized by rapid technological change, evolving industry standards, changes in customer needs, emerging competition, new product introductions and strong price competition.
We have experienced significant growth in recent years and anticipate further growth in our business operations both inside and outside the United States. This future growth could strain our organizational, administrative and operational infrastructure, including quality control, operational, finance, customer service and sales organization management.
We anticipate further growth in our business operations both inside and outside the United States. This future growth could strain our organizational, administrative and operational infrastructure, including quality control, operational, finance, customer service and sales organization management. We expect to increase our headcount and to hire more specialized personnel in the future as we grow our business.
We may consider pursuing growth through the acquisition of technology, assets or other businesses that may enable us to enhance our technologies and capabilities. Proposing, negotiating and implementing these opportunities may be a lengthy and complex process. Other companies, including those with substantially greater financial, marketing, technology or other business resources, may compete with us for these opportunities or arrangements.
We may consider pursuing growth through the acquisition of technology, assets or other businesses that may enable us to enhance our technologies and capabilities. Proposing, 41 Table of Contents negotiating and implementing these opportunities may be a lengthy and complex process.
Management and integration of a licensing arrangement, collaboration, joint venture or other strategic arrangement may disrupt our current operations, decrease our profitability, result in significant expenses or divert management resources that otherwise would be available for our existing business. We may not realize the anticipated benefits of any such transaction or arrangement.
We have limited experience with respect to these business development activities. Management and integration of a licensing arrangement, collaboration, joint venture or other strategic arrangement may disrupt our current operations, decrease our profitability, result in significant expenses or divert management resources that otherwise would be available for our existing business.
Our customers’ failure to effectively advance, market and sell suitable drug, biologic and therapeutic candidates developed using our platform could have a material adverse effect on our business, financial condition, results of operations and prospects, and cause the market price of our common stock to decline.
Such delays in these milestones could materially affect our ability to forecast and receive milestone payments outlined in our license agreements. 40 Table of Contents Our customers’ failure to effectively advance, market and sell suitable drug, biologic and therapeutic candidates developed using our platform could have a material adverse effect on our business, financial condition, results of operations and prospects, and cause the market price of our common stock to decline.
Our resource allocation decisions may cause us to fail to capitalize on viable opportunities, and we could spend resources on strategies that are not ultimately successful. 29 Table of Contents Our estimates of market opportunity and forecasts of market growth may prove to be inaccurate, and even if the markets in which we compete are as large as we estimate or achieve their forecasted growth, our business could fail to grow at projected rates, if at all.
Our estimates of market opportunity and forecasts of market growth may prove to be inaccurate, and even if the markets in which we compete are as large as we estimate or achieve their forecasted growth, our business could fail to grow at projected rates, if at all.
A portion of our revenue is derived from sales to biopharmaceutical companies and academic institutions. Much of their funding is, in turn, provided by public and private financings, including investments from venture capital funds and, for public companies, the capital markets.
Much of their funding is, in turn, provided by public and private financings, including investments from venture capital funds and, 34 Table of Contents for public companies, the capital markets.
Furthermore, regulatory agencies may introduce new submission requirements or implement 38 Table of Contents new regulations for cell and gene therapies which could result in extended timelines for our customers, creating uncertainty or delays in achieving milestones. Such delays in these milestones could materially affect our ability to forecast and receive milestone payments outlined in our license agreements.
Furthermore, regulatory agencies may introduce new submission requirements or implement new regulations for cell and gene therapies which could result in extended timelines for our customers, creating uncertainty or delays in achieving milestones.
Another component of our growth strategy is expanding our SPL model, through which we build collaborative relationships with our customers as we facilitate their efforts to bring critical cell-based medicines to market.
Each of these growth strategies will require considerable time and resources, and we may not be successful in executing any or all of these strategies. Another component of our growth strategy is expanding our SPL model, through which we build collaborative relationships with our customers as we facilitate their efforts to bring critical cell-based medicines to market.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThese individuals are responsible for coordinating resources internally and externally regarding cybersecurity risk management and incident response, and they report directly to our Chief Administrative Officer. 71 Table of Contents Our management team has also established a Cybersecurity Incident Response Team (the “CSIRT”), which is comprised of our Chief Executive Officer, the Chair of the Audit Committee of our Board, our General Counsel, our Chief Administrative Officer, and our Senior Vice President of Human Resources.
Biggest changeOur management team has also established a Cybersecurity Incident Response Team (the “CSIRT”), which is comprised of our Chief Executive Officer, the Chair of the Audit Committee of our Board, our Vice-President, Legal and our Senior Vice President, Human Resources. The CSIRT is responsible for responding to cybersecurity incidents. 73 Table of Contents
In addition to antivirus endpoint protection on Company devices, our IT MSP also, for example, monitors IT system metadata around suspicious events, evidence of tactics, tools, or procedures used by attackers, and monitors remote privileged activity. We engaged a third party to perform a cybersecurity audits in 2021 and in the fourth quarter of 2024.
In addition to antivirus endpoint protection on Company devices, our IT MSP also, for example, monitors IT system metadata around suspicious events, evidence of tactics, tools, or procedures used by attackers, and monitors remote privileged activity. We engaged a third party to perform cybersecurity audits in 2021 and in the fourth quarter of 2024.
We recognize the importance of assessing, identifying, and managing material risks associated with cybersecurity threats and cybersecurity incidents, as such terms 70 Table of Contents are defined in Item 106(a) of Regulation S-K. Our exposure to applicable cybersecurity risks is described more fully under the Risk Factors in Item 1A in this annual report on Form 10-K.
We recognize the importance of assessing, identifying, and managing material risks associated with cybersecurity threats and cybersecurity incidents, as such terms 72 Table of Contents are defined in Item 106(a) of Regulation S-K. Our exposure to applicable cybersecurity risks is described more fully under the Risk Factors in Item 1A in this annual report on Form 10-K.
Our Senior Director of Information Systems presents information to the Audit Committee regarding cybersecurity risks and events quarterly. The full Board also discusses cybersecurity risks and events annually. If there are direct risks rising to the level of potential materiality, the management team reports such risks and events to the Board.
Our Vice President Information Technology presents information to the Audit Committee regarding cybersecurity risks and events quarterly. The full Board also discusses cybersecurity risks and events annually. If there are direct risks rising to the level of potential materiality, the management team reports such risks and events to the Board.
The individual currently holding the position of Senior Director of Information Systems has held the role for two years, has sixteen years of experience in IT and software development (with eight of those years in management roles), and holds certification from MIT Sloan School of Management in cybersecurity risk management.
The individual currently holding the position of Vice President of Information Technology has held the role for four years, has eighteen years of experience in IT and software development (with eight of those years in management roles), and holds certification from MIT Sloan School of Management in cybersecurity risk management.
Our Senior Director of Information Systems and our Director of Information Systems are responsible for day-to-day oversight of cybersecurity risk.
Our Vice President of Information Technology is responsible for day-to-day oversight of cybersecurity risk.
Removed
The individual currently holding the position of Director of Information Systems—who reports directly to the Senior Director of Information Systems—was formerly an IT Audit Senior Associate at PricewaterhouseCoopers, performed security assessments as a consultant at PricewaterhouseCoopers, and passed his CISA exam (though certification is currently pending).
Added
This individual is responsible for coordinating resources internally and externally regarding cybersecurity risk management and incident response, and reports directly to our Chief Executive Officer.
Removed
The CSIRT is also responsible for responding to cybersecurity incidents.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeNot applicable . ​ 72 Table of Contents PART II
Biggest changeNot applicable . ​ 74 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeAs of the date of this filing, there has been no material change in the planned use of proceeds from the IPO as described in the final prospectus for our IPO. Issuer Purchases of Equity Securities None. 73 Table of Contents Item 6. [Reserved] ​
Biggest changeAs of December 31, 2025, we have fully used or invested an amount equal to the proceeds of our IPO, and there was no material change in the use of proceeds as described in the final prospectus of the IPO. Issuer Purchases of Equity Securities None.
Trading of our common stock commenced on July 30, 2021 in connection with our initial public offering (“IPO”), in the United States. Prior to that time, there was no established public market for our common stock in the United States.
Trading of our common stock commenced on July 30, 2021 in connection with our initial public offering (“IPO”), in the United States.
Removed
Since 2016, our common stock has traded on AIM, and currently trades on AIM under the symbol “MXCT.” ​ Holders of Our Common Stock ​ As of March 7, 2025, there were approximately 29 holders of record of our common stock.
Added
Prior to that time, there was no established public market for our common stock in the United States. ​ Holders of Our Common Stock ​ As of March 17, 2026, there were approximately 20 holders of record of our common stock.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeThe following tables set forth our results of operations for the periods presented: ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 31, ​ 2024 2023 ​ ​ (in thousands) Total 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 Net loss ​ $ (41,055) ​ $ (37,923) ​ Revenue The following table provides details regarding the sources of revenue for the periods presented: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ ​ ​ ​ ​ ​ December 31, ​ Change ​ 2024 2023 Amount % (in thousands, except percentages) ​ ​ ​ Core revenue: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Instrument revenue ​ $ 7,083 ​ $ 8,317 ​ $ (1,234) (15%) PA and consumable revenue ​ ​ 14,006 ​ ​ 10,283 ​ ​ 3,723 ​ 36% License revenue ​ ​ 10,297 ​ ​ 10,326 ​ ​ (29) ​ 0% Other revenue ​ 1,126 ​ 897 ​ 229 26% Total core revenue ​ ​ 32,512 ​ ​ 29,823 ​ ​ 2,689 9% SPL Program-related ​ ​ 6,115 ​ ​ 11,465 ​ ​ (5,350) ​ (47%) Total revenue ​ $ 38,627 ​ $ 41,288 ​ $ (2,661) ​ (6%) ​ Total revenue for the year ended December 31, 2024 was $38.6 million, a decrease of $2.7 million, or 6%, compared to revenue of $41.3 million during the year ended December 31, 2023.
Biggest changeThe following tables set forth our results of operations for the periods presented: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 31, ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ (in thousands) Total revenue $ 33,026 $ 38,627 Cost of goods sold ​ 6,222 ​ 7,100 Gross profit ​ 26,804 ​ 31,527 Operating expenses ​ ​ ​ ​ Research and development ​ 20,823 ​ 22,227 Sales and marketing ​ 18,924 ​ 26,661 General and administrative ​ 28,116 ​ 29,693 Restructuring expense ​ ​ 3,058 ​ ​ — Goodwill impairment ​ ​ 3,554 ​ ​ — Depreciation and amortization ​ ​ 4,226 ​ ​ 4,143 Total operating expenses ​ 78,701 ​ 82,724 Operating loss ​ (51,897) ​ (51,197) Other income ​ ​ ​ ​ Interest income ​ 7,267 ​ 10,142 Total other income ​ 7,267 ​ 10,142 Net loss ​ $ (44,630) ​ $ (41,055) ​ Revenue The following table provides details regarding the sources of revenue for the periods presented: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ ​ ​ ​ ​ ​ December 31, ​ Change ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ Amount ​ ​ ​ % (in thousands, except percentages) ​ ​ ​ ​ ​ ​ ​ Core revenue: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Instrument revenue ​ $ 6,802 ​ $ 7,083 ​ $ (281) (4%) PA revenue ​ ​ 11,889 ​ ​ 14,006 ​ ​ (2,117) ​ (15%) License revenue ​ ​ 8,946 ​ ​ 10,297 ​ ​ (1,351) ​ (13%) Assay service revenue ​ ​ 776 ​ ​ — ​ ​ 776 ​ — Other service revenue ​ 1,190 ​ 1,126 ​ 64 6% Total core revenue ​ ​ 29,603 ​ ​ 32,512 ​ ​ (2,909) (9%) SPL Program-related ​ ​ 3,423 ​ ​ 6,115 ​ ​ (2,692) ​ (44%) Total revenue ​ $ 33,026 ​ $ 38,627 ​ $ (5,601) ​ (15%) ​ Total revenue for the year ended December 31, 2025 was $33.0 million, a decrease of $5.6 million, or 15%, compared to revenue of $38.6 million during the year ended December 31, 2024.
Revenue from SPLs, including payments that we may receive from our customers based on their achievement of specified clinical development or commercialization milestones, are classified as leased elements in our consolidated financial statements. Our business and revenue growth strategy currently consists of the sale or instruments, the sale of PAs and consumables, and SPL license fees.
Revenue from SPLs, including payments that we may receive from our customers based on their achievement of specified clinical development or commercialization milestones, are classified as leased elements in our consolidated financial statements. Our business and revenue growth strategy currently consists of the sale of instruments, the sale of PAs and consumables, and SPL license fees.
These key metrics include: • the number of cumulative instruments that we have placed with our customers, either by sale or license, which we refer to as our installed base and consider to be an indication of our traction within the non-viral delivery market and other markets and indicative of the potential future recurring revenue generated from those instruments, including PAs and annual fees; • the number of existing (customers with rights to develop one or more clinical programs) SPL agreements that we have entered into with cell therapy developers, as well as the total number of our customers’ clinical programs, whether active or contemplated, that are covered by such existing SPL agreements and the percentage of those clinical programs that are under an active IND application (or foreign equivalent), meaning that the customer is cleared to commence clinical trials; • the aggregate potential precommercial milestone payments under SPL agreements, representing the maximum potential milestone payments to us if all programs covered by each SPL agreements were to achieve regulatory approval; • the aggregate number of potential programs licensed for clinical use, whether active or contemplated, that are covered by our SPL agreements; and • the aggregate number of programs licensed for clinical use and covered by our SPL agreements that are currently in clinical development.
These key metrics include: • the number of cumulative instruments that we have placed with our customers, either by sale or license, which we refer to as our installed base and consider to be an indication of our traction within the non-viral delivery market and other markets and indicative of the potential future recurring revenue generated from those instruments, including PAs and annual fees; • the number of existing (customers with rights to develop one or more clinical programs) SPL agreements that we have entered into with cell therapy developers, as well as the total number of our customers’ clinical programs, whether active or contemplated, that are covered by such existing SPL agreements and the percentage of those clinical programs that are under an active IND application (or foreign equivalent), meaning that the customer is cleared to commence clinical trials; 80 Table of Contents • the aggregate potential precommercial milestone payments under SPL agreements, representing the maximum potential milestone payments to us if all programs covered by each SPL agreements were to achieve regulatory approval; • the aggregate number of potential programs licensed for clinical use, whether active or contemplated, that are covered by our SPL agreements; and • the aggregate number of programs licensed for clinical use and covered by our SPL agreements that are currently in clinical development.
As a result of this lengthy and unpredictable sales cycle, we expect that we may be prone to quarterly fluctuations in our instrument sales revenue. 75 Table of Contents For cell therapy customers who use our technology to develop engineered cells for human therapeutic use in clinical trials or, if approved by regulatory authorities, for commercial sale, we license our platform on a non-exclusive basis in exchange for an annual fee per instrument licensed.
As a result of this lengthy and unpredictable sales cycle, we expect that we may be prone to quarterly fluctuations in our instrument sales revenue. 77 Table of Contents For cell therapy customers who use our technology to develop engineered cells for human therapeutic use in clinical trials or, if approved by regulatory authorities, for commercial sale, we license our platform on a non-exclusive basis in exchange for an annual fee per instrument licensed.
However, both the number of PAs used per instrument, as well as the specific PA used, is highly variable across our customer base and depends on several factors, including: • the purpose for which the customer is using the platform; • the relative pricing of our PAs; • the progression of cell therapy products through preclinical and clinical development; • whether the cell therapy customer uses a centralized or decentralized manufacturing process; • the customer’s target indication, which can result in variations in patient numbers needed for clinical trials; and • whether the cells to be processed using our platform are patient-derived, donor-derived or cell line-derived.
However, both the number of PAs used per instrument, as well as the specific PA used, is highly variable across our customer base and depends on several factors, including: • the purpose for which the customer is using the platform; • the relative pricing of our PAs; 78 Table of Contents • the progression of cell therapy products through preclinical and clinical development; • whether the cell therapy customer uses a centralized or decentralized manufacturing process; • the customer’s target indication, which can result in variations in patient numbers needed for clinical trials; and • whether the cells to be processed using our platform are patient-derived, donor-derived or cell line-derived.
The following subset of our accounting estimates are considered to be our critical accounting estimates as of December 31, 2024 and 2023: Allowance for Obsolete Inventory We maintain an allowance for excess, obsolete, and slow-moving inventory to reflect the inventory at the lower of cost or net realizable value.
The following subset of our accounting estimates are considered to be our critical accounting estimates as of December 31, 2025 and 2024: Allowance for Obsolete Inventory We maintain an allowance for excess, obsolete, and slow-moving inventory to reflect the inventory at the lower of cost or net realizable value.
Our PA pricing varies based on the volume of cells processed and the number of transfections per PA. 76 Table of Contents We expect that as our installed instrument base grows, our sales of PAs and consumables will grow accordingly, especially as cell therapy programs continue to progress through clinical development and potentially become commercial-stage, thereby increasing the number of PAs needed by customers.
Our PA pricing varies based on the volume of cells processed and the number of transfections per PA. We expect that as our installed instrument base grows, our sales of PAs and consumables will grow accordingly, especially as cell therapy programs continue to progress through clinical development and potentially become commercial-stage, thereby increasing the number of PAs needed by customers.
We have recorded a full valuation allowance against our net deferred tax assets at each balance sheet date since, due to our history of net losses, we have determined that it is currently more likely than not that our net deferred tax assets are not recoverable. 82 Table of Contents Results of Operations Comparison of the Years Ended December 31, 2024 and 2023 The results of operations presented below should be reviewed in conjunction with the consolidated financial statements and notes included elsewhere in this Annual Report.
We have recorded a full valuation allowance against our net deferred tax assets at each balance sheet date since, due to our history of net losses, we have determined that it is currently more likely than not that our net deferred tax assets are not recoverable. 84 Table of Contents Results of Operations Comparison of the Years Ended December 31, 2025 and 2024 The results of operations presented below should be reviewed in conjunction with the consolidated financial statements and notes included elsewhere in this Annual Report.
Although customers are not contractually obligated to renew their licenses or to purchase additional PAs or consumables and may decide not to do so solely in their own discretion, license fees and PAs and consumable revenue streams have historically formed an important component of our revenues, and we believe they provide insight into our future performance.
Although customers are not 81 Table of Contents contractually obligated to renew their licenses or to purchase additional PAs or consumables and may decide not to do so solely in their own discretion, license fees and PAs and consumable revenue streams have historically formed an important component of our revenues, and we believe they provide insight into our future performance.
Our 29 SPLs have the potential to generate greater than $2 billion. This figure includes both existing active SPL programs currently in clinical development and future SPL programs that are encompassed in our SPL agreements.
Our 31 SPLs have the potential to generate greater than $2 billion. This figure includes both existing active SPL programs currently in clinical development and future SPL programs that are encompassed in our SPL agreements.
We have 29 SPL partnerships with commercial cell therapy developers, On average, our current SPL agreements allow for approximately six product candidates per license, although this average may change over time.
We have 31 SPL partnerships with commercial cell therapy developers, On average, our current SPL agreements allow for approximately six product candidates per license, although this average may change over time.
We believe that our current cash, cash equivalents and short-term investments will enable us to fund our operating expenses and capital expenditure requirements for at least the next 12 months from the date of the filing of this Annual 74 Table of Contents Report.
We believe that our current cash, cash equivalents and short-term investments will enable us to fund our operating expenses and capital expenditure requirements for at least the next 12 months from the date of the filing of this Annual Report.
To the extent that we raise additional capital through the sale of equity or debt securities, the ownership interest of our stockholders will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of our common stockholders.
To the extent that we raise additional capital through the sale of equity or debt securities, the ownership interest of our stockholders will be diluted, and the terms of these securities may include liquidation or other preferences that adversely 88 Table of Contents affect the rights of our common stockholders.
Investing Activities Cash provided by investing activities during the year ended December 31, 2024 was $6.9 million, which was primarily attributable to maturities of investments of $159.4 million, partially offset by purchases investments of $150.9 million, and purchases of property and equipment of $1.7 million.
Cash provided by investing activities during the year ended December 31, 2024 was $6.9 million, which was primarily attributable to maturities of investments of $159.4 million, partially offset by purchases investments of $150.9 89 Table of Contents million, and purchases of property and equipment of $1.7 million.
Our existing customer base ranges from large biopharmaceutical companies, including a majority of the top 25 pharmaceutical companies based on 2023 global revenue, to hundreds of biotechnology companies and academic centers focused on translational research. As of December 31, 2024, we have placed more than 760 of our electroporation instruments with customers worldwide.
Our existing customer base ranges from large biopharmaceutical companies, including a majority of the top 25 pharmaceutical companies based on 2024 global revenue, to hundreds of biotechnology companies and academic centers focused on translational research. As of December 31, 2025, we have placed more than 857 of our electroporation instruments with customers worldwide.
Further, each agreement typically includes programs that have not been specifically identified, or for which a candidate may never be identified or developed by the customer. Our strategy is to capitalize on the growth in the number of cell therapy developers by entering into new SPL agreements. We entered into six agreements in 2024.
Further, each agreement typically includes programs that have not been specifically identified, or for which a candidate may never be identified or developed by the customer. Our strategy is to capitalize on the growth in the number of cell therapy developers by entering into new SPL agreements. We entered into four agreements in 2025.
General and Administrative General and administrative expenses primarily consist of salaries, benefits, stock-based compensation and travel costs for employees in our executive, accounting and finance, legal, corporate development, human resources, and office administration functions as well as professional services fees, such as consulting, audit, tax and legal fees, general corporate costs, facilities and allocated overhead expenses and costs associated with being a Nasdaq and AIM listed public company such as director fees, U.K.
General and Administrative General and administrative expenses primarily consist of salaries, benefits, stock-based compensation and travel costs for employees in our executive, accounting and finance, legal, corporate development, human resources, and office administration functions as well as professional services fees, such as consulting, audit, tax and legal fees, general 83 Table of Contents corporate costs, facilities and allocated overhead expenses and costs associated with being a Nasdaq-listed and previously an AIM-listed public company such as director fees, U.K.
For any of these reasons, a customer could determine not to renew or to enter into additional licenses with us, which could result in our actual future license revenues differing from our estimates and projections. Our installed base of electroporation instruments has grown to over 760 instruments as of December 31, 2024.
For any of these reasons, a customer could determine not to renew or to enter into additional licenses with us, which could result in our actual future license revenues differing from our estimates and projections. Our installed base of electroporation instruments has grown to over 857 instruments as of December 31, 2025.
Provision for Income Taxes We did not recognize a benefit for the net operating losses we incurred for the years ended December 31, 2024 and 2023.
Provision for Income Taxes We did not recognize a benefit for the net operating losses we incurred for the years ended December 31, 2025 and 2024.
We have based this estimate on assumptions that may prove to be wrong, however, and we could exhaust our available capital resources sooner than we expect. See “Liquidity and Capital Resources” below for more information about our current capital resources. Since our inception, we have incurred significant operating losses.
We have based this estimate on assumptions that may prove to be wrong, however, and we could exhaust our 76 Table of Contents available capital resources sooner than we expect. See “Liquidity and Capital Resources” below for more information about our current capital resources. Since our inception, we have incurred significant operating losses.
For the years ended December 31, 2024 and 2023, we recorded inventory reserves of $1.8 million and $0.7 million, respectively, primarily due to anticipated obsolescence and expiration of certain products. Fair Value of Stock-based Compensation We maintain an incentive compensation plan under which stock options and restricted stock units are granted primarily to employees, consultants and non-employee directors.
For the years ended December 31, 2025 and 2024, we recorded inventory reserves of $0.7 million and $1.8 million, respectively, primarily due to anticipated obsolescence and expiration of certain products. 90 Table of Contents Fair Value of Stock-based Compensation We maintain an incentive compensation plan under which stock options and restricted stock units are granted primarily to employees, consultants and non-employee directors.
Based on our current business plan, we believe that our existing cash, cash equivalents, short-term investments and internally generated cash flows will enable us to fund our operating expenses and capital expenditure requirements for at least the next 12 months. We expect to end 2025 with approximately $160 million in total cash, cash equivalents and investments.
Based on our current business plan, we believe that our existing cash, cash equivalents, short-term investments and internally generated cash flows will enable us to fund our operating expenses and capital expenditure requirements for at least the next 12 months. We expect to end 2026 with at least $136 million in total cash, cash equivalents and investments.
The amount of each milestone payment is typically correlated in size with value-creating, precommercial clinical progress events or commercial sales levels. Under our current SPLs, one program is in commercial stage, and 18 programs are currently in clinical development, meaning they have at least an FDA-cleared IND application or foreign equivalent.
The amount of each milestone payment is typically correlated in size with value-creating, precommercial clinical progress events or commercial sales levels. Under our current SPLs, one program is in commercial stage, and 13 programs are currently in clinical development as of December 31, 2025, meaning they have at least an FDA-cleared IND application or foreign equivalent.
As of December 31, 2024, we had an accumulated deficit of $216.9 million. To date, we have funded our operations primarily with proceeds from sales of common stock, borrowings under loan agreements and cash flows associated with sales and licenses of our products to customers. On August 3, 2021, we completed our U.S. IPO, generating gross proceeds of $201.8 million.
As of December 31, 2025, we had an accumulated deficit of $261.5 million. To date, we have funded our operations primarily with proceeds from sales of common stock, borrowings under loan agreements and cash flows associated with sales and licenses of our products to customers. On August 3, 2021, we completed our U.S. IPO, generating gross proceeds of $201.8 million.
We currently market four versions of our instruments, the ATx, the STx, the GTx and the VLx. The ATx is primarily to academic institutions and investigative research users.
We currently market five versions of our instruments, the DTx, the ATx, the STx, the GTx, and the VLx.. The ATx is primarily to academic institutions and investigative research users.
As of the dates presented, our key metrics described above were as follows: ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ ​ 2024 2023 2022 Installed base of instruments (sold or licensed) ​ 760 683 616 Core revenue generated by SPL clients as a percentage of core revenue ​ 55% 48% 42% Number of SPLs ​ 28 23 18 Total number of licensed clinical programs under SPLs currently in the clinic* ​ 18 16 16 Total number of licensed clinical programs under SPLs currently commercial* ​ 1 1 - * Number of licensed clinical programs under SPL agreements are by number of product candidates and not by indication. ​ 79 Table of Contents Components of Our Results of Operations Revenue We generate revenue principally from the sale of instruments, single-use PAs and consumables as well as from licenses to our customers.
As of the dates presented, our key metrics described above were as follows: ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ ​ 2025 2024 2023 Installed base of instruments (sold or licensed) ​ 857 760 683 Core revenue generated by SPL clients as a percentage of core revenue ​ 47% 55% 48% Number of SPLs ​ 32 28 23 Total number of licensed clinical programs under SPLs currently in the clinic* ​ 13 18 16 Total number of licensed clinical programs under SPLs currently commercial* ​ 1 1 1 * Number of licensed clinical programs under SPL agreements are by number of product candidates and not by indication. ​ Components of Our Results of Operations Revenue We generate revenue principally from the sale of instruments, single-use PAs and consumables as well as from licenses to our customers.
As of December 31, 2024, we had U.S. net operating loss carryforwards of $109.9 million, which may be available to offset future taxable income and begin to expire in 2025, as well as net operating losses in the various states in which we file.
As of December 31, 2025, we had U.S. net operating loss carryforwards of $156.7 million, which may be available to offset future taxable income and begin to expire in 2026, as well as net operating losses in the various states in which we file.
We expect that our general and administrative expenses will continue to increase in absolute dollars in future periods, primarily due to increased headcount to support anticipated growth in the business and due to incremental costs associated with operating as a public company listed on a U.S. exchange, including insurance (particularly directors and officers insurance), costs to comply with the rules and regulations applicable to companies listed on a U.S. securities exchange and costs related to compliance and reporting obligations pursuant to the rules and regulations of the SEC and stock exchange listing standards, investor relations and professional services.
While we expect an initial decrease in 2026 in general and administrative expenses compared to 2025 as a result of our restructuring, we expect these expenses will increase in absolute dollars in future periods beyond 2026 primarily due to increased headcount to support anticipated growth in the business and due to incremental costs associated with operating as a public company listed on a U.S. exchange, including insurance (particularly directors and officers insurance), costs to comply with the rules and regulations applicable to companies listed on a U.S. securities exchange and costs related to compliance and reporting obligations pursuant to the rules and regulations of the SEC and stock exchange listing standards, investor relations and professional services.
Our ability to generate revenue sufficient to achieve profitability will depend on the successful further development and commercialization of our products. We generated revenue of $38.6 million and $41.3 million for the years ended December 31, 2024 and 2023, respectively, and incurred net losses of $41.1 million and $37.9 million for those same years.
Our ability to generate revenue sufficient to achieve profitability will depend on the successful further development and commercialization of our products. We generated revenue of $33.0 million and $38.6 million for the years ended December 31, 2025 and 2024, respectively, and incurred net losses of $44.6 million and $41.1 million for those same years.
The $5.4 million decrease in SPL program-related revenues resulted from achievement of fewer contractually specified clinical and regulatory milestones during the year ended December 31, 2024 compared to the year ended December 31, 2023.
The $2.7 million decrease in SPL program-related revenues resulted from achievement of fewer contractually specified clinical and regulatory milestones during the year ended December 31, 2025 compared to the year ended December 31, 2024.
Net changes in our operating assets and liabilities consisted primarily of a $5.2 million decrease in accounts receivable, a $1.9 million decrease in tenant improvement allowances receivable, a $3.3 million increase in accounts payable, accrued expenses and other, and a $0.4 million decrease in other assets, offset by a $4.5 million increase in inventory, a $1.6 million decrease in deferred revenue, a $0.6 million decrease in prepaid expenses and other current assets, and a $0.2 million decrease in operating lease and other liabilities.
Net changes in our operating assets and liabilities consisted primarily of a $3.7 million decrease in accounts payable, accrued expenses and other liabilities, a $1.7 million decrease in deferred revenue, a $1.2 million decrease in operating lease liabilities, and a $1.2 million increase in prepaid expenses and other assets, offset by a $1.1 million decrease in accounts receivable and a $0.6 million decrease in inventory.
We expect license revenue to continue to grow as those customers move their existing drug or biologic development programs into later-stage clinical trials and advance their preclinical pipeline programs into clinical development.
We expect license revenue to continue to grow as those customers move their existing drug or biologic development programs into later-stage clinical trials and advance their preclinical pipeline programs into clinical development. In addition, we expect new customers to emerge and contribute to these revenues.
The decrease is primarily due to a decrease in balances of cash and investments. Liquidity and Capital Resources Since our inception, we have experienced losses and negative cash flows from operations. For the years ended December 31, 2024 and 2023, we incurred net losses of $41.1 million and $37.9 million, respectively.
The decrease is primarily due to decreases in interest rates and in balances of cash and investments. Liquidity and Capital Resources Since our inception, we have experienced losses and negative cash flows from operations. For the years ended December 31, 2025 and 2024, we incurred net losses of $44.6 million and $41.1 million, respectively.
To achieve this goal, we intend to further expand our commercial infrastructure, including through the expansion of our sales force and field application scientists. We have expanded our sales force and field application scientist count over the past several years and now have over 33 dedicated field sales and application scientist professionals globally.
To achieve this goal, we intend to further expand our commercial infrastructure, including through the expansion of our sales force and field application scientists. We have over 23 dedicated field sales and application scientist professionals globally.
Depreciation and Amortization ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ Change ​ 2024 2023 Amount % (in thousands, except percentages) ​ ​ ​ Depreciation and amortization ​ $ 4,143 ​ $ 3,985 ​ $ 158 4% ​ Depreciation and amortization expense increased by $0.2 million, or 4%, for the year ended December 31, 2024, compared to the year ended December 31, 2023.
Depreciation and Amortization ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ Change ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ Amount ​ ​ ​ % (in thousands, except percentages) ​ ​ ​ ​ ​ ​ ​ Depreciation and amortization ​ $ 4,226 ​ $ 4,143 ​ $ 83 2% ​ Depreciation and amortization expense increased by $0.1 million, or 2%, for the year ended December 31, 2025, compared to the year ended December 31, 2024.
Net cash used in operating activities for the year ended December 31, 2023 was $21.7 million, and consisted primarily of our net loss of $37.9 million, offset in part by net non-cash expenses of $12.4 million, including stock-based compensation of $14.0 million, depreciation and amortization expenses of $4.2 million, an increase in our inventory reserve of $0.7 million, and other non-cash expenses totaling $0.6 million, offset by the amortization of $7.1 million of discounts on investments.
Net cash used in operating activities for the year ended December 31, 2024 was $27.6 million, and consisted primarily of our net loss of $41.1 million, offset in part by net non-cash expenses of $14.2 million, including stock-based compensation of $13.1 million, depreciation and amortization expenses of $4.3 million, an increase in our inventory reserve of $1.8 million, a loss on disposal of assets of $0.9 million, and other net non-cash expenses totaling $0.3 million, offset by the amortization of $6.2 million of discounts on investments.
Critical Accounting Estimates We have prepared our consolidated financial statements in accordance with U.S. GAAP. Our preparation of these consolidated financial statements requires us to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, revenue, expenses and related disclosures. We evaluate our estimates and judgments on an ongoing basis.
Our preparation of these consolidated financial statements requires us to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, revenue, expenses and related disclosures. We evaluate our estimates and judgments on an ongoing basis.
The ExPERT family of products includes four instruments, which we call the ATx, STx, GTx and VLx, and related software protocols, as well as a portfolio of proprietary related PAs and consumables. We launched the VLx instrument in September 2022.
The ExPERT family of products includes five instruments, which we call the DTx, the ATx, the STx, the GTx, and the VLx, and related software protocols, as well as a portfolio of proprietary related PAs and consumables.
Recent Accounting Pronouncements A description of recently issued accounting pronouncements that may potentially impact our financial position, results of operations or cash flows is disclosed in Note 2 to our consolidated financial statements in this Annual Report. ​ 88 Table of Contents Emerging Growth Company Status We are an “emerging growth company,” or EGC, under the JOBS Act.
Accordingly, the Company recorded a goodwill impairment charge of $3.6 million for the year ended December 31, 2025. ​ Recent Accounting Pronouncements A description of recently issued accounting pronouncements that may potentially impact our financial position, results of operations or cash flows is disclosed in Note 2 to our consolidated financial statements in this Annual Report. ​ 91 Table of Contents Emerging Growth Company Status We are an “emerging growth company,” or EGC, under the JOBS Act.
For the year ended December 31, 2024, two cell therapy companies with which we have entered into an SPL agreement accounted for 32% of our total revenue, and our five largest SPL customers accounted for an aggregate of approximately 46% of our total revenue for the year through a combination of instrument license fees, milestones realized and processing assembly revenue.
For the year ended December 31, 2025, one cell therapy company with which we have entered into an SPL agreement accounted for 26% of our total revenue, and our five largest SPL customers accounted for an aggregate of 79 Table of Contents approximately 42% of our total revenue for the year through a combination of instrument license fees, milestones realized and processing assembly revenue.
We launched the VLx in September 2022 to provide our customers with an easier to use system that incorporates the benefits of the ExPERT platform.
We launched the VLx to provide our customers with an easier to use system that incorporates the benefits of the ExPERT platform. We announced the launch the DTx in February 2026.
If our customer intends to use our platform for research or discovery only, we typically sell the instrument outright. Each of the ATx, STx, GTx and VLx instruments have different prices based on the instrument’s features, with the VLx being the most expensive.
If our customer intends to use our platform for research or discovery only, we typically sell the instrument outright. Each of the ExPERT instruments have different prices based on the instrument’s features.
We also had net cash inflows of $3.8 million due to net changes in our operating assets and liabilities.
We also had net cash outflows of $6.1 million due to net changes in our operating assets and liabilities.
Financing Activities Net cash provided by financing activities during the years ended December 31, 2024 and 2023 was $2.1 million, which consisted of proceeds from the exercise of stock options and employee purchases from our employee stock purchase plan. Contractual Obligations and Commitments Our contractual obligations and commitments as of December 31, 2024 consisted exclusively of operating lease obligations.
Financing Activities Net cash provided by financing activities during the years ended December 31, 2025 and 2024 was $0.7 million and $2.1 million, respectively, which consisted of proceeds from the exercise of stock options and employee purchases from our employee stock purchase plan.
We expect to be able to fund our obligations under this lease, both in the short-term and in the long-term, from cash on hand, investments and operating cash flows. See Part I, Item 2, “Facilities” in this Annual Report for additional information regarding the new office lease.
We expect to be able to fund our obligations under these leases, both in the short-term and in the long-term, from cash on hand, investments and operating cash flows. See Part I, Item 2, “Facilities” in this Annual Report for additional information regarding our leases. We had no debt obligations as of December 31, 2025 or 2024.
Other Income Interest income includes interest earned on cash balances in our cash accounts and interest earned on money market funds, commercial paper and corporate bonds as well as miscellaneous income unrelated to our core operations.
Amortization expense includes the amortization of leasehold improvements over their respective lease terms. Other Income Interest income includes interest earned on cash balances in our cash accounts and interest earned on money market funds, commercial paper and corporate bonds as well as miscellaneous income unrelated to our core operations.
General and Administrative ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ Change ​ 2024 2023 Amount % ​ (in thousands, except percentages) ​ ​ ​ ​ General and administrative ​ $ 29,693 ​ $ 30,068 ​ $ (375) (1)% ​ ​ General and administrative expenses decreased by $0.4 million, or 1%, for the year ended December 31, 2024, compared to the year ended December 31, 2023.
General and Administrative ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ Change ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ Amount ​ ​ ​ % ​ (in thousands, except percentages) ​ ​ ​ ​ ​ ​ ​ ​ General and administrative ​ $ 28,116 ​ $ 29,693 ​ $ (1,577) (5%) ​ ​ General and administrative expenses decreased by $1.6 million, or 5%, for the year ended December 31, 2025, compared to the year ended December 31, 2024.
Cash Flows The following table summarizes our uses and sources of cash for the periods presented: ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 31, (in thousands) 2024 2023 Net cash provided by (used in): ​ ​ ​ ​ ​ Operating activities ​ $ (27,610) ​ $ (21,686) Investing activities ​ 6,932 ​ 54,984 Financing activities ​ 2,056 ​ 2,143 Net (decrease) increase in cash and cash equivalents ​ $ (18,622) ​ $ 35,441 86 Table of Contents ​ Operating Activities Net cash used in operating activities for the year ended December 31, 2024 was $27.6 million, and consisted primarily of our net loss of $41.1 million, offset in part by net non-cash expenses of $14.2 million, including stock-based compensation of $13.1 million, depreciation and amortization expenses of $4.3 million, an increase in our inventory reserve of $1.8 million, a loss on disposal of assets of $0.9 million, and other net non-cash expenses totaling $0.3 million, offset by the amortization of $6.2 million of discounts on investments.
Cash Flows The following table summarizes our uses and sources of cash for the periods presented: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ December 31, (in thousands) ​ ​ ​ 2025 ​ ​ ​ 2024 Net cash provided by (used in): ​ ​ ​ ​ ​ Operating activities ​ $ (34,410) ​ $ (27,610) Investing activities ​ 25,935 ​ 6,932 Financing activities ​ 656 ​ 2,056 Net decrease in cash and cash equivalents ​ $ (7,819) ​ $ (18,622) ​ Operating Activities Net cash used in operating activities for the year ended December 31, 2025 was $34.4 million, and consisted primarily of our net loss of $44.6 million, offset in part by net non-cash expenses of $16.3 million, including stock-based compensation of $9.2 million, depreciation and amortization expenses of $4.3 million, goodwill impairment of $3.6 million, lease right-of use asset amortization of $0.8 million, an increase in our inventory reserve of $0.7 million, and a loss on disposal of assets of $0.3 million, offset by the amortization of $2.6 million of discounts on investments.
The decrease was primarily driven by the decreases in program-related revenue. Total core revenue for the year ended December 31, 2024 was $32.5 million, an increase of $2.7 million, or 9%, compared to core revenue of $29.8 million for the year ended December 31, 2023.
The decrease was primarily driven by decreases in core and program-related revenue. 85 Table of Contents Total core revenue for the year ended December 31, 2025 was $29.6 million, a decrease of $2.9 million, or 9%, compared to core revenue of $32.5 million for the year ended December 31, 2025.
From the 18 active clinical programs under our SPL agreements, the total pre-commercial milestone opportunity can exceed $220 million if all of 77 Table of Contents the active programs were to achieve regulatory approvals. We have already received about $10 million of milestone revenue from active programs.
From the 13 clinical programs under our SPL agreements, the total pre-commercial milestone opportunity can exceed $130 million if all of the active programs were to achieve regulatory approvals. We have received over $30 million in milestone revenue to date.
Therefore, depending on the number of instruments that have been sold or are under active license, we have insight into the demand for PAs that will also translate to future revenue for us.
As described below, we separately sell proprietary single-use processing assemblies, which we call PAs, that are necessary for our customers to use our electroporation instruments. Therefore, depending on the number of instruments that have been sold or are under active license, we have insight into the demand for PAs that will also translate to future revenue for us.
Our overall increase in core revenue was primarily driven by revenue increases in PA and consumable sales, which increased by $3.7 million, or 36% for the year ended December 31, 2024 compared to the year ended December 31, 2023.
Our overall decrease in core revenue was primarily driven by revenue decreases in PA and consumable sales, which decreased by $2.1 million, or 15% for the year ended December 31, 2025 compared to the year ended December 31, 2024.
Cost of Goods Sold Cost of goods sold primarily consists of costs for raw material parts, contract manufacturer costs, salaries, overhead, other direct costs related to sales recognized as revenue in the period, and licensed equipment depreciation.
Cost of Goods Sold Cost of goods sold primarily consists of costs for raw material parts, contract manufacturer costs, salaries, overhead, other direct costs related to sales recognized as revenue in the period, and licensed equipment depreciation. 82 Table of Contents We expect that our cost of goods sold will increase or decrease primarily to the extent that our instrument and PA and consumable revenue increases and decreases.
Typically, licenses that provide for clinical or commercial use also include sales-based milestone payments (and/or sales-based royalties in some cases) upon the commercialization of the customer's product.
License Revenue License revenue consists of revenue from research and commercial licenses. These licenses consist of fixed license payments and variable milestone payments that are dependent on our customer's achievement of clinical milestones. Typically, licenses that provide for clinical or commercial use also include sales-based milestone payments (and/or sales-based royalties in some cases) upon the commercialization of the customer's product.
As of December 31, 2024, we had cash and cash equivalents and short-term investments of $154.5 million. 85 Table of Contents We expect to incur near-term operating losses as we continue to invest in expanding our business through growing our sales and marketing efforts, continued research and development, product development and expanding our product offerings.
We expect to incur near-term operating losses as we continue to invest in expanding our business through growing our sales and marketing efforts, continued research and development, product development and expanding our product offerings.
We view the demand for our instruments, whether in the form of sales or license, as an indicator of the health of our current business and as a predictor of future instrument sale and license revenue. As described below, we separately sell proprietary single-use PAs, which we call PAs, that are necessary for our customers to use our electroporation instruments.
We view the demand for our instruments, whether in the form of sales or license, as an indicator of the health of our current business and as a predictor of future instrument sale and license revenue.
As of December 31, 2024, we had an accumulated deficit of $216.9 million.
As of December 31, 2025, we had an accumulated deficit of $261.5 million.
Cash provided by investing activities during the year ended December 31, 2023 was $55.0 million, which was primarily attributable to maturities of investments of $313.8 million, partially offset by purchases investments of $255.1 million, and purchases of property and equipment of $3.7 million.
Investing Activities Net cash provided by investing activities during the year ended December 31, 2025 was $25.9 million, which was primarily attributable to maturities of investments of $155.8 million, offset by purchases of investments of $126.3 million, $1.8 million for the acquisition of SeQure, net of cash acquired, and purchases of property and equipment of $1.8 million.
Other Income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ Change ​ 2024 2023 Amount % (in thousands, except percentages) ​ ​ ​ Interest income ​ $ 10,142 ​ $ 10,376 ​ $ (234) (2%) ​ Interest income decreased $0.2 million, or 2%, for the year ended December 31, 2024 compared to the year ended December 31, 2023.
Interest Income ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ Change ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ Amount ​ ​ ​ % (in thousands, except percentages) ​ ​ ​ ​ ​ ​ ​ Interest income ​ $ 7,267 ​ $ 10,142 ​ $ (2,875) (28%) 87 Table of Contents ​ Interest income decreased $2.9 million, or 28%, for the year ended December 31, 2025 compared to the year ended December 31, 2024.
These expenses are exclusive of depreciation and amortization. We expect our sales and marketing expenses to increase in future periods as we expand our commercial sales, marketing and business development teams, increase our presence globally, and increase marketing activities to drive awareness and adoption of our products.
While we expect an initial decrease in 2026 in sales and marketing compared to 2025 as a result of our restructuring, we expect these expenses will increase in absolute dollars in future periods beyond 2026 as we expand our commercial sales, marketing and business development teams, increase our presence globally, and increase marketing activities to drive awareness and adoption of our products.
We received net proceeds of $184.3 million after deducting aggregate underwriting commissions and offering expenses of $17.6 million.
We received net proceeds of $184.3 million after deducting aggregate underwriting commissions and offering expenses of $17.6 million. As of December 31, 2025, we had cash and cash equivalents and short-term investments of $103.0 million.
The decrease was primarily driven by a $1.0 million decrease in occupancy expenses, a $0.4 million decrease in travel expenses, a $0.3 million decrease in stock-based compensation, and a $0.2 million decrease in professional services and marketing expenses, offset by a $1.4 million increase in compensation expense and a $0.2 million increase in software subscriptions.
The decrease was primarily driven by a $4.5 million decrease in compensation expenses due to a reduction in headcount, a $1.2 million decrease in stock-based compensation, a $0.8 million decrease in marketing expenses, a $0.7 million decrease in travel expense commensurate with the reduction in headcount, and a $0.5 million decrease in professional fees.
Cost of Goods Sold and Gross Profit ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ Change ​ 2024 2023 Amount % ​ (in thousands, except percentages) ​ ​ ​ ​ Cost of goods sold ​ $ 7,100 ​ $ 4,742 ​ $ 2,358 50% ​ Gross profit ​ $ 31,527 ​ $ 36,546 ​ $ (5,019) (14%) ​ Gross margin ​ ​ 82% ​ ​ 89% ​ ​ ​ ​ ​ ​ ​ Cost of goods sold increased by $2.4 million, or 50%, for the year ended December 31, 2024, compared to the year ended December 31, 2023.
Cost of Goods Sold and Gross Profit ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ Change ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ Amount ​ ​ ​ % ​ (in thousands, except percentages) ​ ​ ​ ​ ​ ​ ​ ​ Cost of goods sold ​ $ 6,222 ​ $ 7,100 ​ $ (878) (12%) ​ Gross profit ​ $ 26,804 ​ $ 31,527 ​ $ (4,723) (15%) ​ Gross margin ​ ​ 81% ​ ​ 82% ​ ​ ​ ​ ​ ​ ​ Cost of goods sold decreased by $0.9 million, or 12%, for the year ended December 31, 2025, compared to the year ended December 31, 2024.
Margins may also experience downward pressure during the investment phase of our internal PA production ramp up, increases in labor and materials costs, expansion of our PA portfolio, future design changes or the mix of PAs sold, or other factors, but may benefit in the mid-to-long term as PA production becomes more automated. 78 Table of Contents Key Business Metrics In addition to revenue, we regularly review several key business metrics to evaluate our business, measure our performance, identify trends affecting our business, formulate financial projections and make strategic decisions.
Margins may also experience downward pressure due to increases in labor and materials costs, expansion of our PA portfolio, future design changes or the mix of PAs sold, or other factors, but may benefit in the mid-to-long term as PA production becomes more automated.
In May 2021, we entered into an operating lease for new office, lab and warehouse/manufacturing space (the “Headquarters Lease”). The Headquarters Lease term expires on August 31, 2035. The total incremental remaining non-cancellable lease payments under the lease agreement are $26.1 million through the lease term.
Contractual Obligations and Commitments Our contractual obligations and commitments as of December 31, 2025 consisted exclusively of operating lease obligations. In May 2021, we entered into an operating lease for new office, lab and warehouse/manufacturing space (the “Headquarters Lease”). The Headquarters Lease term expires on August 31, 2035.
The increase was primarily driven by increases in PA and consumable sales, an increase in the allowance for obsolete inventory of $1.1 million, and lower absorption of manufacturing overhead costs. Gross profit decreased by $5.0 million, or 14%, for the year ended December 31, 2024, compared to the year ended December 31, 2023.
The decrease was primarily driven by decreases in PA and consumable sales, and a decrease in the allowance for obsolete inventory of $1.1 million due to enhancements in supply chain management. Gross profit decreased by $4.7 million, or 15%, for the year ended December 31, 2025, compared to the year ended December 31, 2024.
We had no debt obligations as of December 31, 2024 or 2023. 87 Table of Contents Purchase orders or contracts for the purchase of supplies and other goods and services are based on our current procurement or development needs and are generally fulfilled by our vendors within short time horizons.
Purchase orders or contracts for the purchase of supplies and other goods and services are based on our current procurement or development needs and are generally fulfilled by our vendors within short time horizons. Critical Accounting Estimates We have prepared our consolidated financial statements in accordance with U.S. GAAP.
Customers purchase an ATx, STx, GTx or VLx depending upon their intended use and all customers purchase PAs and consumables for use with our instruments. Commercial customers may not use a purchased instrument for clinical or commercial processes.
Customers purchase a specific ExPERT instrument depending upon their intended use and all customers purchase PAs and consumables for use with our instruments. Commercial customers may not use a purchased instrument for clinical or commercial processes. We expect product sales revenue to increase in future periods as our market and customer base grow.
The decrease was primarily driven by a $1.4 million decrease in compensation expenses, a $0.8 million decrease in professional services, a $0.3 million credit loss recovery, net of expense, and a $0.2 million decrease in office, travel, and general operating expenses, offset by a $1.1 million increase in stock-based compensation, a $0.8 million increase in fixed asset disposal loss, and a $0.4 million increase in legal and public company expenses.
The decrease was primarily driven by a $1.5 million decrease in stock-based compensation, a decrease in compensation expenses of $0.3 million, a smaller fixed asset disposal loss of $0.6 million compared to year ended December 31, 2024, offset by a $0.8 million increase in professional services.
As a result, we expect that our research and development expenses will continue to increase in absolute dollars in future periods and vary from period to period as a percentage of revenue. 81 Table of Contents Sales and Marketing Our sales and marketing expenses consist primarily of salaries, commissions and other variable compensation, benefits, stock-based compensation and travel costs for employees within our commercial sales and marketing functions, as well as third-party costs associated with our marketing activities.
Sales and Marketing Our sales and marketing expenses consist primarily of salaries, commissions and other variable compensation, benefits, stock-based compensation and travel costs for employees within our commercial sales and marketing functions, as well as third-party costs associated with our marketing activities. These expenses are exclusive of depreciation and amortization.
The decrease was primarily driven by a decrease in SPL program-related revenue, and by an increase in the inventory allowance. ​ Operating Expenses Research and Development ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ Change ​ 2024 2023 Amount % ​ (in thousands, except percentages) ​ ​ ​ ​ Research and development ​ $ 22,227 ​ $ 23,817 ​ ​ ($1,590) (7%) ​ ​ Research and development expenses decreased by $1.6 million, or 7%, for the year ended December 31, 2024 compared to the year ended December 31, 2023.
During the year ended December 31, 2025, gross margin was 81%, compared to 82% in the same period of 2024. ​ Operating Expenses Research and Development ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ Change ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ Amount ​ ​ ​ % ​ (in thousands, except percentages) ​ ​ ​ ​ ​ ​ ​ ​ Research and development ​ $ 20,823 ​ $ 22,227 ​ ​ ($1,404) (6)% ​ ​ Research and development expenses decreased by $1.4 million, or 6%, for the year ended December 31, 2025 compared to the year ended December 31, 2024.
We expect that our cost of goods sold will increase or decrease primarily to the extent that our instrument and PA and consumable revenue increases and decreases. Gross Profit and Gross Margin Gross profit is calculated as revenue less cost of goods sold. Gross margin is gross profit expressed as a percentage of revenue.
Gross Profit and Gross Margin Gross profit is calculated as revenue less cost of goods sold. Gross margin is gross profit expressed as a percentage of revenue.
Our candidate identification and hiring process is stringent, and there can be no assurance that we will be able to continue to recruit the high level of candidates that make up our current team. In addition, we have numerous collaborations in place with academic and commercial institutions to further expand our capabilities and supporting data in new cell engineering applications.
In addition, we have numerous collaborations in place with academic and commercial institutions to further expand our capabilities and supporting data in new cell engineering applications.
Sales and Marketing ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ Change ​ 2024 2023 Amount % ​ (in thousands, except percentages) ​ ​ ​ ​ Sales and marketing ​ $ 26,661 ​ $ 26,975 ​ $ (314) (1%) ​ ​ 84 Table of Contents Sales and marketing expenses decreased by $0.3 million, or 1%, for the year ended December 31, 2024, compared to the year ended December 31, 2023.
The decrease was primarily driven by a $1.1 million decrease in stock-based compensation, a $0.6 million decrease in lab and production expenses, a $0.4 million decrease in compensation expenses, and a net decrease of $0.1 million in travel, occupancy and other overhead expenses, offset by a $0.5 million increase in professional fees, and a $0.3 million increase in engineering expenses. 86 Table of Contents Sales and Marketing ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ Change ​ ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ Amount ​ ​ ​ % ​ (in thousands, except percentages) ​ ​ ​ ​ ​ ​ ​ ​ Sales and marketing ​ $ 18,924 ​ $ 26,661 ​ $ (7,737) (29%) ​ ​ Sales and marketing expenses decreased by $7.7 million, or 29%, for the year ended December 31, 2025 compared to the year ended December 31, 2024.
The decrease was primarily driven by a decrease in program-related revenue for the year ended December 31, 2024 and by increases to cost of goods sold described above. During the year ended December 31, 2024, gross margin was 82%, compared to 89% in the same period of 2023.
The decrease was primarily driven by a decrease in program-related revenue for the year ended December 31, 2025 and a decrease in license revenue.
The increase was also partially 83 Table of Contents attributable to an increase in other revenue of $0.2 million, offset by decreases in instrument sales of $1.2 million, for the year ended December 31, 2024 compared to the year ended December 31, 2023.
The decrease was also attributable to a decrease in license revenue of $1.4 million, or 13% compared to the year ended December 31, 2024, and a decrease in instrument revenue of $0.3 million, or 4%.
We expect these expenses to vary from period to period as a percentage of revenue. Depreciation and Amortization Depreciation expense consists of the depreciation of property and equipment used actively in the business, primarily by research and development activities. Amortization expense includes the amortization of leasehold improvements over their respective lease terms.
Goodwill impairment We test for impairment on our recorded goodwill at least annually, and any impairment would be recorded as goodwill impairment in our statement of operations. Depreciation and Amortization Depreciation expense consists of the depreciation of property and equipment used actively in the business, primarily by research and development activities.
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In addition, we expect new customers to emerge and contribute to these revenues, particularly given the underlying growth in the cell therapy pipeline among companies in this industry, availability of capital to support such companies, and in particular the switch by some of these cell therapy companies away from viral approaches to non-viral approaches.
Added
Key Business Metrics In addition to revenue, we regularly review several key business metrics to evaluate our business, measure our performance, identify trends affecting our business, formulate financial projections and make strategic decisions.
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We expect product sales revenue to increase in future periods as our market and customer base grow. 80 Table of Contents License Revenue License revenue consists of revenue from research and commercial licenses. These licenses consist of fixed license payments and variable milestone payments that are dependent on our customer's achievement of clinical milestones.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeWe are unable to predict whether inflation or changing prices will materially affect our business in the foreseeable future. ​ 89 Table of Contents ​
Biggest changeWe are unable to predict whether inflation or changing prices will materially affect our business in the foreseeable future. ​ 92 Table of Contents ​

Other MXCT 10-K year-over-year comparisons