10q10k10q10k.net

What changed in Quantum-Si Inc's 10-K — 2024 vs 2025

vs

Paragraph-level year-over-year comparison of Quantum-Si 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.

+408 added−375 removedSource: 10-K (2026-03-03) vs 10-K (2025-03-03)

Top changes in Quantum-Si Inc's 2025 10-K

408 paragraphs added · 375 removed · 301 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

99 edited+21 added−20 removed129 unchanged
Biggest changeOur leadership team has decades of experience bring new technologies to the market and working directly with many of the companies and research centers that have the potential to become customers. Our commercial strategy includes the following areas of focus. 1. Continue to build our direct sales and support infrastructure in the U.S. and Western Europe.
Biggest changePresently, we have a direct sales force in the United States, with a combined direct and distributor approach in Europe, and distributor relationships in certain global, key markets. Our leadership team has decades of experience bring new technologies to the market and working directly with many of the companies and research centers that have the potential to become customers.
Our leadership team has deep expertise in technology development and commercialization in the life sciences and diagnostics markets. Since the launch of our Platinum instrument, we have delivered a steady cadence of new products including sequencing kits, library prep kits, a barcoding kit and software workflows including protein inference and variant caller.
Our leadership team has deep expertise in technology development and commercialization in the life sciences and diagnostics markets. Since the launch of our Platinum instrument, we have delivered a steady cadence of new products including Library Prep Kits, a Barcoding Kit, Sequencing Kits and software workflows including protein inference and variant caller.
We will continue to invest in this area in both our direct markets and regionally to support our geographic partners as appropriate. 5. Key opinion leaders (“KOL”) and evidence generation. We believe that our platform has the capability to enable users to generate a depth of proteomic information that until our launch, was not available.
We will continue to invest in this area in both our direct markets and regionally to support our geographic partners as appropriate. 5. Key opinion leaders (“KOL”) and evidence generation. We believe our platform has the capability to enable users to generate a depth of proteomic information that until our launch, was not available.
We believe that our core technology can address the broadest range of proteomics analysis methods in the market and through partnerships and internal development programs (Proteus), we will be able to simplify the customer experience through platform consolidation and greater workflow automation. • Maintain a strong intellectual property portfolio for existing and new technologies.
We believe that our core technology can address the broadest range of proteomics analysis methods in the market and through partnerships and internal development programs, including the development of Proteus, we will be able to simplify the customer experience through platform consolidation and greater workflow automation. • Maintain a strong intellectual property portfolio for existing and new technologies.
We believe that our core technology has broad utility across the field of proteomics research. While our internal R&D focus is on the development and commercialization of NGPS, we believe there would be interests from potential customers and strategic partners, to leverage our single molecule, kinetic detection capabilities for other proteomics applications.
We believe our core technology has broad utility across the field of proteomics research. While our internal R&D focus is on the development and commercialization of NGPS, we believe there would be interests from potential customers and strategic partners, to leverage our single-molecule, kinetic detection capabilities for other proteomics applications.
We believe that alternatives would be available; however, it will likely take a significant amount of time to identify and validate replacement components, which could negatively affect our ability to supply our products on a timely basis. To mitigate this future risk, we and our third-party contractors attempt to carry a significant inventory of our critical components.
We believe alternatives would be available; however, it will likely take a significant amount of time to identify and validate replacement components, which could negatively affect our ability to supply our products on a timely basis. To mitigate this future risk, we and our third-party contractors attempt to carry a significant inventory of our critical components.
We are committed to pioneering a new generation of technology to democratize protein sequencing so that scientists can generate deeper insights faster. Employees are made aware of our values - Embrace Change, Stand Up, Speak Up, Never Settle, and Succeed Together. These values are the basis of our actions and decisions. Employee Engagement .
We are committed to pioneering a new generation of technology to democratize protein sequencing so scientists can generate deeper insights faster. Employees are made aware of our values - Embrace Change, Stand Up, Speak Up, Never Settle, and Succeed Together. These values are the basis of our actions and decisions. Employee Engagement .
Under a long-standing FDA regulation, products that are intended for RUO and are labeled as RUO are not regulated by the FDA as in vitro diagnostic (“IVD”) devices and are not subject to the regulatory requirements discussed below for medical devices. RUO products may therefore be used or distributed for research use without obtaining FDA clearance or approval.
Under a long-standing FDA regulation, products intended for RUO and are labeled as RUO are not regulated by the FDA as in vitro diagnostic (“IVD”) devices and are not subject to the regulatory requirements discussed below for medical devices. RUO products may therefore be used or distributed for research use without obtaining FDA clearance or approval.
Patented Technologies The patents owned and in-licensed by us provide comprehensive coverage of our peptide sequencing and nucleic acid sequencing processes and are directed to aspects including instrument and laser light source architecture, pixel design, waveguide architecture, lifetime discrimination methods, machine learning, and surface chemistry.
Patented Technologies The patents owned and in-licensed by us provide comprehensive coverage of our peptide sequencing and nucleic acid sequencing processes and are directed to aspects including instrument and laser light source architecture, pixel design, waveguide architecture, lifetime and color discrimination methods, machine learning and surface chemistry.
However, we do not have long-term supply or manufacturing commitments from all our suppliers or manufacturers, and some of our products and components are currently supplied on a purchase order basis. In addition, we will need to increase the supply and manufacturing of our products as we continue to grow.
However, we do not have long-term supply or manufacturing commitments from all our suppliers or manufacturers, and some of our products and components are currently supplied on a purchase order basis. In addition, we expect we will need to increase the supply and manufacturing of our products as we continue to grow.
Government Regulation Life Sciences Research Use Only Technologies Our protein sequencing products are currently intended for RUO applications, although the systems may provide data to customers and other third parties that are themselves engaged in the research and development of potential diagnostic and therapeutic products and services for which they may later pursue clearance, authorization or approval from regulatory authorities, such as the U.S.
Government Regulation Life Sciences Research Use Only Technologies Our protein sequencing products are currently intended for RUO applications, although the systems may provide data to customers and other third parties engaged in the research and development of potential diagnostic and therapeutic products and services for which they may later pursue clearance, authorization or approval from regulatory authorities, such as the U.S.
Additionally, in many countries outside of the United States or Western Europe, there are few to no core laboratories to send work to, so the availability of advanced proteomics tools is extremely limited. 9 Table of Contents Today, our protein sequencing platforms, Platinum and Platinum Pro, address these market challenges in two distinct ways.
Additionally, in many countries outside of the United States or Western Europe, there are few to no core laboratories to send work to, so the availability of advanced proteomics tools is extremely limited. 10 Table of Contents Today, our protein sequencing platforms, Platinum and Platinum Pro, address these market challenges in two distinct ways.
First is transcription, where DNA is converted into messenger RNA. Second is translation, where a cell’s ribosomes read the RNA instructions to assemble the protein.
First is transcription, where DNA is converted into messenger RNA (“RNA”). Second is translation, where a cell’s ribosomes read the RNA instructions to assemble the protein.
Affinity-based methods are effective when specific protein(s) or epitopes of interest are known. Affinity-based methods use a variety of molecules, such as antibodies or aptamers, which bind to specific regions, rather than individual amino acids, and therefore may not detect the presence of a protein variant.
Affinity-based methods are effective when specific proteins or epitopes of interest are known. Affinity-based methods use a variety of molecules, such as antibodies or aptamers, which bind to specific regions, rather than individual amino acids, and therefore may not detect the presence of a protein variant.
An increase in the complexity of the proteome is facilitated by post translational modifications (“PTMs”) where pieces of the protein are modified to either activate or inactivate the protein as part of a 8 Table of Contents signaling pathway to localize the protein to a certain cellular compartment.
An increase in the complexity of the proteome is facilitated by post 9 Table of Contents translational modifications (“PTMs”) where pieces of the protein are modified to either activate or inactivate the protein as part of a signaling pathway to localize the protein to a certain cellular compartment.
I n addition, affinity reagents do not recognize differences in protein structure outside of the targeted binding site making them ineffective at differentiating protein variants. These fundamental challenges limit the ability of affinity-based methods to accurately survey the full complexity of the proteome.
In addition, affinity reagents do not recognize differences in protein structure outside of the targeted binding site making them ineffective at differentiating protein variants. These fundamental challenges limit the ability of affinity-based methods to accurately survey the full complexity of the proteome.
Amino acid level resolution allows researchers to deeply characterize proteins including protein isoforms, variants and PTM’s, all types of analysis that are either very difficult to perform or not feasible at all using affinity-based methods or MS.
Amino acid level resolution allows researchers to deeply characterize proteins including protein isoforms, variants and PTMs, all types of analysis that are either very difficult to perform or not feasible at all using affinity-based methods or MS.
A company, any contract manufacturers, and some suppliers of components or device accessories would also be required to manufacture medical device products in compliance with current Good Manufacturing Practice requirements set forth in the QSR, unless explicitly exempted by regulation, should we develop and seek regulatory authorization for one or more diagnostic intended uses for our products.
A company, any contract manufacturers and some suppliers of components or device accessories would also be required to manufacture medical device products in compliance with current Good Manufacturing Practice requirements set forth in the QSR, unless explicitly exempted by regulation, should we develop and seek regulatory authorization for one or more 23 Table of Contents diagnostic intended uses for our products.
In addition, as part of the Consolidated Appropriations Act for 2023, signed into law on December 29, 2022 (P.L. 117-328), Congress created new pre-market requirements for developers of “cyber devices,” 21 Table of Contents defined as medical devices that include software, connect to the Internet, and contain any technological features that could be vulnerable to cybersecurity threats.
In addition, as part of the Consolidated Appropriations Act for 2023, signed into law on December 29, 2022 (P.L. 117-328), Congress created new pre-market requirements for developers of “cyber devices,” defined as medical devices that include software, connect to the Internet and contain any technological features that could be vulnerable to cybersecurity threats.
There are also a number of companies that provide proteomic analysis services and have developed or are developing novel proteomic technologies. Additional competing products may emerge from various sources, including life sciences tools, diagnostics, pharmaceutical and biotechnology companies, third-party service providers, academic research institutions, governmental agencies and/or public and private research institutions, among others.
There are also a number of companies providing proteomic analysis services and have developed or are developing novel proteomic technologies. Additional competing products may emerge from various sources, including life sciences tools, diagnostics, pharmaceutical and biotechnology companies, third-party service providers, academic research institutions, governmental agencies and/or public and private research institutions, among others.
Our instruments are developed and designed by us but have historically been manufactured by a third-party manufacturing partner. Overall, we believe that our manufacturing strategy is efficient and conserves capital.
Our instruments are developed and designed by us but have historically been manufactured by a third-party contract manufacturing partner. Overall, we believe our manufacturing strategy is efficient and conserves capital.
In dealing with health information for the development of our technology or for commercial purposes, we will be indirectly affected by HIPAA and state-imposed health information privacy and cybersecurity laws because these laws regulate the ability of our potential customers and research collaborators to share health information with us.
In dealing with health information for the development of our technology or for commercial purposes, we will be indirectly affected by HIPAA and state-imposed health information privacy and cybersecurity laws because these laws regulate the ability of our potential customers and 24 Table of Contents research collaborators to share health information with us.
For purposes of transportation, some biological materials and laboratory supplies are classified as hazardous materials and are subject to regulation by one or more of the following agencies: the U.S. Department of Transportation, the U.S. Public Health Service, the United States Postal Service and the International Air Transport Association.
For purposes of transportation, some biological materials and laboratory supplies are classified as hazardous 25 Table of Contents materials and are subject to regulation by one or more of the following agencies: the U.S. Department of Transportation, the U.S. Public Health Service, the United States Postal Service and the International Air Transport Association.
Amino acid resolution can provide insight into more than just whether a protein is present or absent. The sequence information could also indicate what version of the protein is present and how it has been changed from the normal version. 10 Table of Contents • How much of the protein is present?
Amino acid resolution can provide insight into more than just whether a protein is present or absent. The sequence information could also indicate what version of the protein is present and how it has been changed from the normal version. • How much of the protein is present?
Manufacturers of all classes of devices must comply with FDA’s QSR, establishment registration, medical device listing, labeling requirements, and medical device reporting (“MDR”) regulations, which are collectively referred to as medical device general controls. Class II devices may also be subject to special controls such as performance standards, post-market surveillance, FDA guidelines, or particularized labeling.
Manufacturers of all classes of devices must comply with FDA’s Quality System Regulations (“QSR”), establishment registration, medical device listing, labeling requirements, and medical device reporting (“MDR”) regulations, which are collectively referred to as medical device general controls. Class II devices may also be subject to special controls such as performance standards, post-market surveillance, FDA guidelines, or particularized labeling.
The General Data Protection Regulation (“GDPR”) applies across the European Union and includes, among other things, a 23 Table of Contents requirement for prompt notice of data breaches to data subjects and supervisory authorities in certain circumstances and significant fines for non-compliance.
The General Data Protection Regulation (“GDPR”) applies across the European Union and includes, among other things, a requirement for prompt notice of data breaches to data subjects and supervisory authorities in certain circumstances and significant fines for non-compliance.
We believe this approach allow us to introduce our platform in a structured manner to demonstrate its use and practicality, while working directly with our key potential customers and industry thought leaders to help ensure a positive experience.
We believe this approach has allowed us to introduce our platform in a structured manner to demonstrate its use and practicality, while working directly with our key potential customers and industry thought leaders to help ensure a positive experience.
In addition, we provide a comprehensive benefits package inclusive of medical, dental, and vision healthcare coverage, including company-paid contributions into a Health Savings Account for those employees that enroll in our High Deductible Medical Plan option.
In addition, we provide a comprehensive benefits package inclusive of medical, dental and vision healthcare coverage, including company-paid contributions into a Health Savings Account for those employees enrolled in our High-Deductible Medical Plan option.
The information contained in our website does not constitute a part of this report or our other filings with the SEC. 25 Table of Contents
The information contained in our website does not constitute a part of this report or our other filings with the SEC. 26 Table of Contents
In a sense, DNA tells us “what could happen” and proteins tell us “what is happening.” While our products are limited to RUO applications, we note that proteomics tools have been broadly used across a wide range of applications, including: • Systems biology : system-wide investigations of disease pathways to identify biomarkers, drug action, toxicity, efficacy and resistance; • Drug discovery and development : identification of drug candidates, novel drug delivery systems, and aid in drug development; • Biomarker discovery : identification of protein markers for disease identification and management; • Personalized medicine : tailoring of disease treatment based real-time proteomic data; • Industry / agriculture : bioproduction and study of plant-pathogen interaction (e.g. crop engineering for drought resistance); and • Food science : identification of allergies, understanding an improvement of nutritional values and food quality and safety control.
In a sense, DNA tells us “what could happen” and proteins tell us “what is happening.” While our products are limited to RUO applications, we note that proteomics tools have been broadly used across a wide range of applications, including: • Systems biology : system-wide investigations of disease pathways to identify biomarkers, drug action, toxicity, efficacy and resistance; • Drug discovery and development : identification of drug candidates, novel drug delivery systems, and aid in drug development including potential clinical applications; • Biomarker discovery : identification of protein markers for disease identification and management; • Personalized medicine : tailoring of disease treatment based real-time proteomic data; • Industry / agriculture : bioproduction and study of plant-pathogen interaction (e.g. crop engineering for drought resistance); • Food science : identification of allergies, understanding an improvement of nutritional values and food quality and safety control; and • Defense : screening of potential harmful substances and compounds, including potential early detection applications.
These types of medical devices may be vulnerable to cybersecurity incidents that could potentially impact the safety and effectiveness of the device, and device manufacturers are responsible for identifying cybersecurity risks and hazards associated with our products.
These types of medical devices may be vulnerable to cybersecurity incidents that could potentially impact the safety and effectiveness of the 22 Table of Contents device, and device manufacturers are responsible for identifying cybersecurity risks and hazards associated with our products.
Sequencing Kit Our sequencing kits contain the reagents and consumables used to perform NGPS on the Platinum or Platinum Pro instrument. In the currently marketed kit, the consumable is a semiconductor chip with two million features.
Sequencing Kit Our Sequencing Kit contains the reagents and consumables used to perform NGPS on the Platinum or Platinum Pro instrument. In the currently marketed kit, the consumable is a semiconductor chip with two million features.
Accordingly, a product labeled RUO but intended or promoted for clinical diagnostic use may be viewed by the FDA as adulterated and misbranded under the Federal Food, Drug, and Cosmetic Act (“FDCA”) and subject to FDA enforcement action.
Accordingly, a product labeled RUO but intended or promoted for clinical diagnostic use may be viewed by the FDA as adulterated and misbranded under the Federal Food, Drug, and Cosmetic Act (“FDCA”) and subject to FDA enforcement 21 Table of Contents action.
Commercial Strategy As we continue to commercialize our platforms, we plan to build out our commercial infrastructure to sell and support our products, across a growing number of market segments and geographies.
Commercial Strategy 15 Table of Contents As we continue to commercialize our platforms, we plan to build out our commercial infrastructure to sell and support our products, across a growing number of market segments and geographies.
Cumulatively, we expect the multiple measurements to deliver high amino acid call accuracy. We believe we are the first company to have successfully commercialized a NGPS product. Common biological questions that researchers use NGPS to answer include the following: • What protein is present?
Cumulatively, we expect the multiple measurements to deliver high amino acid call accuracy. We believe we are the first company to have successfully commercialized a NGPS product. Common biological questions researchers use NGPS to answer include the following: 11 Table of Contents • What protein is present?
For countries with limited core laboratory infrastructure, our platform in some cases represents the only advanced proteomics instrument local researchers can implement. • Robust patent protection. We have a strong intellectual property strategy in which we have 396 issued patents and 598 pending applications as of December 31, 2024.
For countries with limited core laboratory infrastructure, our platform in some cases represents the only advanced proteomics instrument local researchers can implement. • Robust patent protection. We have a strong intellectual property strategy in which we have 402 issued patents and 348 pending applications as of December 31, 2025.
Given the potential market opportunity and 18 Table of Contents scientific importance of proteomic analysis, we expect increased competition and competitor technologies to emerge in the future.
Given the potential market opportunity and scientific importance of proteomic analysis, we expect increased competition and competitor technologies to emerge in the future.
We expect to continue to evolve this aspect of our software in addition to continuing to evolve our analysis workflows, data visualizers and other software tools that add value to our customers. 16 Table of Contents Platinum Pro offers a consumable chip with 2 million features.
We expect to continue to evolve this aspect of our software in addition to continuing to evolve our analysis workflows, data visualizers and other software tools to add value for our customers. Platinum Pro offers a consumable chip with 2 million features.
Food and Drug Administration (“FDA”). All our products are labeled “For Research Use Only,” and will be sold to academic and research life sciences institutions that conduct basic and translational research, and biopharmaceutical and biotechnology companies for non-diagnostic and non-clinical purposes.
Food and Drug Administration (“FDA”). All our products are labeled “For Research Use Only,” and are sold to academic and research life sciences institutions conducting basic and translational research, and biopharmaceutical and biotechnology companies for non-diagnostic and non-clinical purposes.
As of December 31, 2024 , we employed 143 full-time employees in the United States and six full-time employees internationally. In addition, we utilize Professional Employment Organizations (“PEOs”) to provide labor for certain key activities outside the United States. None of our employees are covered by collective bargaining agreements.
As of December 31, 2025 , we employed 138 full-time employees in the United States and 7 full-time employees internationally. In addition, we utilize Professional Employment Organizations (“PEOs”) to provide labor for certain key activities outside the United States. None of our employees are covered by collective bargaining agreements.
ITEM 1. BUSINESS Overview Quantum-Si Incorporated (including its subsidiaries, the “Company” or “Quantum-Si”) was incorporated in Delaware on June 10, 2020 as HighCape Capital Acquisition Corp. (“HighCape”). The Company’s legal name became Quantum-Si Incorporated following a business combination on June 10, 2021 between the Company and Q-SI Operations Inc. (formerly Quantum-Si Incorporated) (the “Business Combination”), which was founded in 2013.
ITEM 1. BUSINESS Overview Quantum-Si Incorporated (including its subsidiaries, “Quantum-Si”, “QSI”, or the “Company”) was incorporated in Delaware on June 10, 2020 as HighCape Capital Acquisition Corp. (“HighCape”). The Company’s legal name became Quantum-Si Incorporated following a business combination on June 10, 2021 between the Company and Q-SI Operations Inc.
Our current and future platforms aim to address many of the key challenges and bottlenecks with legacy proteomic solutions, such as mass spectrometry (“MS”), which include high instrument costs both in terms of acquisition and ownership, and complexity with data analysis, which together limit broad adoption.
Our platform aims to address many of the key challenges and bottlenecks with legacy proteomic solutions, such as mass spectrometry (“MS”), which include high instrument costs both in terms of acquisition and ownership, and complexity with data analysis, which together limit broad adoption.
Going forward, with the launch of our Platinum Pro instrument, we plan to offer a combination of cloud-based and on-instrument software and data analysis tools to address situations where customers have limited or no ability to access to the cloud environment. 12 Table of Contents Our Competitive Strengths We believe that our competitive strengths include the following: • Differentiated technology with broad applicability across a range of proteomics analysis methods.
Our Platinum Pro instrument offers a combination of cloud-based and on-instrument software and data analysis tools to address situations where customers have limited or no ability to access to the cloud environment. 13 Table of Contents Our Competitive Strengths We believe that our competitive strengths include the following: • Differentiated technology with broad applicability across a range of proteomics analysis methods.
Other Governmental Regulation We are subject to laws and regulations related to the protection of the environment, the health and safety of employees and the handling, transportation and disposal of medical specimens, infectious and hazardous waste and radioactive materials. For example, the U.S.
Other Governmental Regulation We are subject to laws and regulations related to the protection of the environment, the health and safety of employees and the handling, transportation and disposal of medical specimens, infectious and hazardous waste and radioactive materials and we incur expenses relating to compliance with these laws and regulations. For example, the U.S.
As of December 31, 2024, we owned 68 trademark registrations and 94 trademark applications, of which 16 are U.S. trademark applications. Twelve of the U.S. trademark applications have been allowed. Other Intellectual Property In addition to patents, we also rely on trade secrets, technical know-how and continuing innovation to develop and maintain our competitive position.
As of December 31, 2025, we owned 76 trademark registrations and 61 trademark applications, of which 17 are U.S. trademark applications, Twelve of the U.S. trademark applications have been allowed. Other Intellectual Property In addition to patents, we also rely on trade secrets, technical know-how and continuing innovation to develop and maintain our competitive position.
We believe that the Proteus platform will enable any lab to perform a broad range of proteomics analysis methods on a single instrument. Our protein sequencing platforms are currently intended for research use only or “RUO”. In the future, it is possible that our products may be used for clinical purposes.
We believe the Proteus platform will enable laboratories to perform a broad range of proteomics analysis methods on a single instrument, potentially displacing key instruments found in a core lab today. Our protein sequencing platforms are currently intended for research use only or “RUO”. In the future, it is possible that our products may be used for clinical purposes.
Our leadership team has decades of cumulative experience working directly in the life sciences industry with many of the companies and research centers that have the potential to become customers. 13 Table of Contents • Build our commercial infrastructure globally.
Our leadership team has decades of cumulative experience working directly in the life sciences industry with many of the companies and research centers that have the 14 Table of Contents potential to become customers.
Intellectual Property Protection of our intellectual property is a strategic priority for our business. We rely on a combination of patents, trademark, copyright, trade secret and other intellectual property rights protection and contractual restrictions to protect our proprietary technologies.
We rely on a combination of patents, trademark, copyright, trade secret and other intellectual property rights protection and contractual restrictions to protect our proprietary technologies.
Proteus will provide single molecule, amino acid level resolution as we do with Platinum and Platinum Pro, while also offer significantly higher sequencing output per sample, increased sample throughout per run, automation of the sequencing workflow and automated data analysis.
Proteus will provide single-molecule, amino acid level resolution, as Platinum and Platinum Pro currently do, while also offering significantly higher sequencing output per sample, increased sample throughput per run, automation of the sequencing workflow and automated data analysis.
We have a broad and deep patent protection strategy, which includes 396 issued patents and 598 pending applications as of December 31, 2024, including certain foundational IP around proteomics.
We have a broad and deep patent protection strategy, which includes 402 issued patents and 348 pending applications as of December 31, 2025, including certain foundational IP around proteomics.
See “Product Roadmap” below for further information. • Lead with accessibility. Our mission is to bring NGPS to every lab, everywhere. Our instrument has a low capital cost and includes automated data analysis, easing adoption in both core laboratories and smaller research laboratories looking to insource their proteomics work saving time and budget compared to sending samples to core laboratories.
Our mission is to bring NGPS to every lab, everywhere. Our instrument has a low capital cost and includes automated data analysis, easing adoption in both core laboratories and smaller research laboratories looking to insource their proteomics work saving time and budget compared to sending samples to core laboratories.
Additional employee benefits include, life insurance and disability coverage, 401(k) investment plans, tax advantaged savings account, generous paid time off and leave of absence policies, employee assistance programs, and wellness programs. Employee Health and Safety. We have training programs for general, chemical and biological safety.
Additional employee benefits include, life insurance and disability coverage, 401(k) investment plans, tax advantaged savings account, generous paid time off and leave of absence policies, employee assistance programs and wellness programs. Employee Health and Safety. We prioritize the health and safety of our employees through comprehensive training programs covering general, chemical and biological safety.
Throughout 2024, we were in a process of transitioning a portion of key activities to a new partner, which has resulted in completed wafers with surface coatings that are usable for commercial purposes, but not fully optimized for long-term production or a fully sustainable process.
Throughout 2024 and 2025 we were in the process of transitioning a portion of key activities to a new partner, resulting in completed wafers with surface coatings usable for commercial purposes, but not fully optimized for long-term production or a fully sustainable process.
This kit includes the reagents required to digest the protein(s) into peptides and attach a linker that allows the peptide to bind to the bottom of the reaction features on our sequencing consumable.
Library Preparation Our Library Preparation Kit is designed to prepare a customer’s protein sample for sequencing. This kit includes the reagents required to digest the protein(s) into peptides and attach a linker that allows the peptide to bind to the bottom of the reaction features on our sequencing consumable.
In addition, we own 298 issued patents in foreign jurisdictions, including Australia, Brazil, China, Europe, Hong Kong, India, Japan, Korea, Mexico, and Taiwan, and 470 pending patent applications in foreign 19 Table of Contents jurisdictions, including Australia, Canada, China, Europe, Hong Kong, India, Israel, Japan, Korea, Malaysia, Mexico, Singapore, Taiwan, and Thailand, 13 of which were allowed.
In addition, we own 291 issued patents in foreign jurisdictions, including Australia, Brazil, China, Europe, Hong Kong, India, Japan, Malaysia, Mexico South Korea and Taiwan, and 279 pending patent applications in foreign jurisdictions, including Australia, Canada, China, Europe, Hong Kong, India, Israel, Japan, South Korea, Malaysia, Mexico, Singapore, Taiwan and Thailand, 10 of which were allowed.
The FDA recently issued a final rule that amends its implementing 22 Table of Contents regulations in order to harmonize the QSR with ISO 13485:2016; the rule changes will become effective on February 2, 2026.
The FDA issued a final rule that amends its implementing regulations in order to harmonize the QSR with ISO 13485:2016; the rule changes were effective on February 2, 2026.
Looking to the future, we are developing a new platform called Proteus, which introduces a new instrument and consumable architecture that is being designed to scale the sequencing output per sample from two million features per consumable today, to billions of features per consumable in the future.
Looking to the future, our Proteus platform will introduce a new instrument and consumable architecture that is being designed to scale the sequencing output per sample from two million features per consumable today, to billions of features per consumable in the future.
If we are unable to begin consistently manufacturing our semiconductor chip surface coating process at this new contract manufacturer in a sustainable fashion, it will affect our ability to supply semiconductor chips, affecting the commercial availability of our sequencing kit and our ability to complete development activities that allow us to improve the throughput of our platforms, which could ultimately harm our ability to deliver consumable sequencing kits to our customers, both of which would harm our research and development efforts and commercial operations.
If we are unable to consistently manufacture from 18 Table of Contents this less than fully optimized semiconductor chip surface coating process at this new contract manufacturer, it may affect our ability to supply semiconductor chips, affecting the commercial availability of our Sequencing Kit and our ability to complete development activities that allow us to improve the throughput of our platforms, which could ultimately harm our ability to deliver consumable sequencing kits to our customers, both of which would harm our research and development efforts and commercial operations.
The roadmap includes innovations across all areas of our technology. 1. Sequencing Instrumentation and Consumables . In January 2025, we launched Platinum Pro, a new generation of instrumentation that utilizes our current technology architecture, namely a semiconductor chip.
Sequencing Instrumentation and Consumables . In January 2025, we launched Platinum Pro, a new generation of instrumentation that utilizes our current technology architecture, namely a semiconductor chip.
Members of our team have previously utilized a similar phased launch approach to successfully launch and drive long term adoption of other disruptive technologies.
First shipments of Platinum Pro occurred in March 2025. Members of our team have previously utilized a similar phased launch approach to successfully launch and drive long-term adoption of other disruptive technologies.
P latinum Pro will provide the same technology capabilities of Platinum (single molecule, amino acid resolution) and includes an enhanced user interface, cloud or on instrument data analysis and an available Pro Mode, an option for customers who want to build custom analysis methods utilizing the power of our single molecule, kinetic detection technology.
Platinum Pro provides the same technology capabilities of Platinum (single-molecule, amino acid resolution) and includes an enhanced user interface, cloud or on-instrument data analysis and an available “Pro Mode”, an option for customers who want to build custom analysis methods utilizing the power of our single-molecule, kinetic detection technology. Platinum Pro is currently priced at approximately $120,000.
Importance of Proteomics The human proteome is diverse, complex and dynamic, with multiple protein variants derived from each gene due to multiple biological steps required to generate the functional proteome, including transcription, translation and post-translational modifications (“PTMs”).
Once launched, we believe that Proteus will be the most comprehensive proteomics platform in our industry. Importance of Proteomics The human proteome is diverse, complex and dynamic, with multiple protein variants derived from each gene due to multiple biological steps required to generate the functional proteome, including transcription, translation and post-translational modifications (“PTMs”).
In January of 2025, we announced the launch of Platinum Pro with first shipments expected to occur by the end of the first quarter of 2025. We aim to continually innovate and deliver new products, product enhancements, applications, workflows, and other tools to enable our customers to leverage the power of NGPS at scale.
In January 2025, we announced the launch of Platinum Pro with first shipments occurring in March 2025. We aim to continually innovate and deliver new products, product enhancements, applications, workflows, and other tools to enable our customers to leverage the power of NGPS at scale. See “Product Roadmap” below for further information. • Lead with accessibility.
We believe there are currently no commercially available NGPS platforms beyond our Platinum and Platinum Pro systems. The legacy proteomics market today is largely served by companies that offer a variety of analytical instruments, such as MS and associated reagents and consumables.
In addition, there are a number of privately-held entities working on similar technologies as ours. 19 Table of Contents We believe there are currently no commercially available NGPS platforms beyond our Platinum and Platinum Pro systems. The legacy proteomics market today is largely served by companies offering a variety of analytical instruments, such as MS and associated reagents and consumables.
We also may compete with a number of emerging growth companies that have developed, or are developing, proteomic products and solutions, such as Nautilus Biotechnology, Olink Proteomics (acquired by Thermo Fisher Scientific), Quanterix, Seer and Standard BioTools. In addition, there are a number of privately-held entities working on similar technologies as ours.
We also may compete with a number of emerging growth companies that have developed, or are developing, proteomic products and solutions, such as Nautilus Biotechnology, Olink Proteomics (acquired by Thermo Fisher Scientific), Quanterix, Seer and SomaLogic (acquired by Illumina, Inc.).
Our Platinum Pro device is currently priced at approximately $120,000. Consumables We expect to derive recurring revenue from the sale of consumables that are required to run samples on the Platinum and Platinum Pro instruments or future generations of sequencing platforms that we may launch. Current consumable kits consist of library preparation kits and sequencing kits.
Consumables 12 Table of Contents We expect to derive recurring revenue from the sale of consumables that are required to run samples on the Platinum and Platinum Pro instruments or future generations of sequencing platforms that we may launch. Current consumable kits consist of Library Preparation Kits and Sequencing Kits. These kits are designed for use only with our instruments.
We generally use third-party vendors to dispose of regulated medical waste, hazardous waste and radioactive materials that we may use during our research. 24 Table of Contents International Laws and Regulations for IVD Products Whether or not we obtain FDA marketing authorization for a clinical diagnostic product in the future, we must still obtain the requisite approvals from regulatory authorities in non-U.S. countries prior to the marketing of any product for clinical diagnostic use in those countries.
International Laws and Regulations for IVD Products Whether or not we obtain FDA marketing authorization for a clinical diagnostic product in the future, we must still obtain the requisite approvals from regulatory authorities in non-U.S. countries prior to the marketing of any product for clinical diagnostic use in those countries.
Employees are encouraged to take advantage of our training platform which has a plethora of online learning courses. We conduct monthly seminars to update employees on what is happening throughout our Company. Compensation and Benefits. Life sciences companies, both large and small, compete for a limited number of qualified applicants to fill specialized positions.
Employees are encouraged to take full advantage of our training platform, which offers a wide range of online learning courses. In addition, we conduct monthly seminars to keep employees informed about company updates and initiatives. Compensation and Benefits. Life sciences companies, both large and small, compete for a limited number of qualified applicants to fill specialized positions.
We believe our platform, which offers single molecule, amino acid level resolution at a lower instrument cost and with greater automation than legacy proteomic solutions, could allow our products to have wide utility across the study of the proteome.
We believe our platform, which is designed to streamline sequencing and data analysis at a lower instrument cost and with greater automation than legacy proteomic solutions, could allow our product to have wide utility across the study of the proteome.
We understand that our success depends on our highly talented employees, and our human capital management practices focus on attracting and retaining an engaged workforce. Mission and Core Values . Our mission is to put the groundbreaking power of protein sequencing in the hands of every scientist, every lab, everywhere.
We understand our success depends on our highly talented employees, and our human capital management practices focus on attracting and retaining an engaged workforce. Mission and Core Values . Our mission is to bring single-molecule proteomics to every lab, everywhere.
Looking to the future, we believe that our Proteus instrument and core technology will be able to address a broad range of proteomics analysis methods, thereby limiting the need for a laboratory to own multiple, specialized platforms.
For countries with limited or no core laboratory infrastructure, our platform, in some cases, represents the only advanced proteomics instrument local researchers can implement. Looking to the future, we believe our Proteus instrument and core technology will be able to address a broad range of proteomics analysis methods, thereby limiting the need for a laboratory to own multiple, specialized platforms.
Our future success largely depends upon our continued ability to attract and retain highly-skilled employees. 17 Table of Contents We believe in attracting, developing, and retaining diverse talent and each individual, regardless of their role, makes a difference and impacts our progress.
Human Capital Management Our people are a key pillar of our success, and we have structured our organization to maximize productivity and performance. Our future success largely depends upon our continued ability to attract and retain highly-skilled employees. We believe in attracting, developing and retaining diverse talent, and each individual, regardless of their role, impacts our progress.
Patent Portfolio As of December 31, 2024, we own 396 issued patents and 598 pending patent applications. Of our 396 issued patents, 98 were issued U.S. utility patents. These issued patents have expected expiration dates ranging between 2034 and 2043.
Of our 402 issued patents, 111 were issued U.S. utility patents. These issued patents have expected expiration dates ranging between 2034 and 2043. As of December 31, 2025, of our 348 pending patent applications, 69 were pending U.S. utility patent applications, 4 of which were allowed.
We have developed a portfolio of issued patents and pending patent applications directed to commercial products and technologies for potential development. We believe that our intellectual property is a core strength of our business, and our strategy includes the continued development of our patent portfolio.
We have developed a portfolio of issued patents and pending patent applications directed to commercial products and technologies for potential development.
We believe this experience will allow us to introduce our platform in a structured manner to demonstrate its use, value and practicality, while working directly with our customers, to help ensure a positive experience.
Our management team has previously employed similar approaches at other companies to launch other disruptive technologies, including market leading next-generation DNA sequencing technologies. We believe this experience will allow us to introduce our platform in a structured manner to demonstrate its use, value and practicality, while working directly with our customers, to help ensure a positive experience.
Our Strategies Our strategies include the following: • First to market using a phased approach to broad commercialization and adoption. We began a controlled launch of the Platinum instrument and started to take orders in December 2022, and subsequently began commercial shipments of Platinum in January 2023, moving to a full commercial launch at the beginning of second quarter 2024.
We began a controlled launch of the Platinum instrument and started to take orders in December 2022, subsequently began a controlled commercial launch of Platinum in January 2023 and then moved to a full commercial launch of Platinum beginning in the second quarter of 2024. In January 2025, we announced the launch of our Platinum Pro benchtop sequencer.
The following is our actual product launches through February 2025, and estimated timing of product launches after February 2025: 15 Table of Contents At an investor and analyst day on November 20, 2024, we laid out a long-term product and technology roadmap that we believe is capable of delivering a platform (Proteus) and core technology that can address the broadest range of proteomics applications in the market today.
The following roadmap includes innovations across all areas of our technology and provides a timeline of actual and anticipated product launches through 2026: 16 Table of Contents In addition, in November 2024, at our investor and analyst day, we laid out a long-term product and technology roadmap, including our Proteus platform and core technology to address the broadest range of proteomics applications in the market today.
We intend to execute on this roadmap through a combination of internal development programs and external partnerships to ultimately bring to market the most comprehensive proteomics platform in our industry. We believe that our core technology can address the broadest range of applications in the rapidly evolving proteomics tools market.
In November 2025, we presented an updated technology and product roadmap that we believe positions us to be a leader in proteomics, including instrumentation, consumable kits and software tools. We intend to continue to execute on this roadmap through a combination of internal development programs and external partnerships to bring to market the most comprehensive proteomics platform in our industry.
As part of the launch of Platinum Pro, we are offering Pro Mode, which enables a customer to access our technology for custom application development. To support that work, we initiated a Technology Access Program that allows customers to engage directly with our R&D scientists to explore custom applications of our core technology in support of their on-going research efforts.
To support that work, we initiated a “Technology Access Program” that allows customers to engage directly with our R&D scientists to explore custom applications of our core technology in support of their on-going research efforts. Product Roadmap We believe that our product and technology roadmap and internal development processes position us as a leader in the proteomics market.
If the FDA disagrees with a company’s RUO status for its product, the company may be subject to FDA enforcement activities, including, without limitation, requiring the company to seek clearance, authorization or approval for the product. 20 Table of Contents FDA and FTC Regulation of Medical Devices in the United States In the United States, medical devices are subject to extensive regulation by the FDA under the FDCA and its implementing regulations, and other federal and state statutes and regulations.
If the FDA disagrees with a company’s RUO status for its product, the company may be subject to FDA enforcement activities, including, without limitation, requiring the company to seek clearance, authorization or approval for the product.

… 60 more changes not shown on this page.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

117 edited+38 added−28 removed424 unchanged
Biggest changeTherefore, as of December 31, 2024 , if we assume that each outstanding whole warrant is exercised and one share of HighCape Class A common stock is issued as a result of such exercise, with payment of the exercise price of $11.50 per share, our fully-diluted share capital would increase by a total of 3,968,319 shares, with approximately $45.6 million paid to us to exercise the warrants. 56 Table of Contents We have in the past experienced material weaknesses in our internal control over financial reporting, and if we experience such material weaknesses in our internal control over financial reporting in the future or otherwise fail to maintain an effective system of internal controls in the future, we may not be able to report our financial condition, results of operations or cash flows accurately or in a timely manner, which may adversely affect investor confidence in us and, as a result, materially and adversely affect our business and the value of our Class A common stock.
Biggest changeWe have in the past experienced material weaknesses in our internal control over financial reporting, and if we experience such material weaknesses in our internal control over financial reporting in the future or otherwise fail to maintain an effective system of internal controls in the future, we may not be able to report our financial condition, results of operations or cash flows accurately or in a timely manner, which may adversely affect investor confidence in us and, as a result, materially and adversely affect our business and the value of our Class A common stock.
We cannot predict how these various efforts will be resolved, how Congress or the FDA will regulate LDTs in the future, or how that modernized regulatory system will impact our business.
We cannot predict how these various efforts will be resolved, how Congress or the FDA will regulate LDTs in the future, or how that modernized regulatory system will impact our business.
Private individuals can bring False Claims Act “qui tam” actions, on behalf of the government and such individuals, commonly known as “whistleblowers,” may share in amounts paid by the entity to the government in fines or settlement. • the federal Civil Monetary Penalties Law, which prohibits, among other things, offering or transferring remuneration to a federal healthcare beneficiary that a person knows or should know is likely to influence the 43 Table of Contents beneficiary’s decision to order or receive items or services reimbursable by the government from a particular provider or supplier; • HIPAA, which created additional federal criminal statutes that prohibit, among other things, executing a scheme to defraud any healthcare benefit program and making false statements relating to healthcare matters; • the federal Physician Sunshine Act, which requires certain manufacturers of drugs, devices, biologics and medical supplies for which payment is available under Medicare, Medicaid or the Children’s Health Insurance Program, to report annually to CMS, information related to payments and other transfers of value to physicians (defined broadly to include doctors, dentists, optometrists, podiatrists and chiropractors), teaching hospitals and certain advanced non-physician healthcare practitioners, as well as ownership interests held by physicians and their immediate family members; and • analogous state and foreign law equivalents of each of the above federal laws, such as anti-kickback and false claims laws, which may apply to items or services reimbursed by any third-party payor, including commercial insurers or patients.
Private individuals can bring False Claims Act “qui tam” actions, on behalf of the government and such individuals, commonly known as “whistleblowers,” may share in amounts paid by the entity to the government in fines or settlement. • the federal Civil Monetary Penalties Law, which prohibits, among other things, offering or transferring remuneration to a federal healthcare beneficiary that a person knows or should know is likely to influence the beneficiary’s decision to order or receive items or services reimbursable by the government from a particular provider or supplier; • HIPAA, which created additional federal criminal statutes that prohibit, among other things, executing a scheme to defraud any healthcare benefit program and making false statements relating to healthcare matters; • the federal Physician Sunshine Act, which requires certain manufacturers of drugs, devices, biologics and medical supplies for which payment is available under Medicare, Medicaid or the Children’s Health Insurance Program, to report annually to CMS, information related to payments and other transfers of value to physicians (defined broadly to include doctors, dentists, optometrists, podiatrists and chiropractors), teaching hospitals and certain advanced non-physician healthcare practitioners, as well as ownership interests held by physicians and their immediate family members; and • analogous state and foreign law equivalents of each of the above federal laws, such as anti-kickback and false claims laws, which may apply to items or services reimbursed by any third-party payor, including commercial insurers or patients.
For example: • others may be able to make products that are similar to products and technologies we may develop or utilize similar technology that are not covered by the claims of the patents that we own or license now or in the future; • we, or our licensor(s), might not have been the first to make the inventions covered by the issued patent or pending patent application that we license or may own in the future; • we, or our licensor(s), might not have been the first to file patent applications covering certain of our or their inventions; • others may independently develop similar or alternative technologies or duplicate any of our technologies without infringing, misappropriating or otherwise violating our owned or licensed intellectual property rights; • it is possible that our pending licensed patent applications or those that we may own in the future will not lead to issued patents; • issued patents that we hold rights to may be held invalid or unenforceable, including as a result of legal challenges by our competitors; • our competitors might conduct research and development activities in countries where we do not have patent rights and then use the information learned from such activities to develop competitive products for sale in our major commercial markets; • we may not develop additional proprietary technologies that are patentable; • the patents of others may harm our business; and 55 Table of Contents • we may choose not to file a patent for certain trade secrets or know-how, and a third party may subsequently file a patent covering such intellectual property.
For example: • others may be able to make products that are similar to products and technologies we may develop or utilize similar technology that are not covered by the claims of the patents that we own or license now or in the future; • we, or our licensor(s), might not have been the first to make the inventions covered by the issued patent or pending patent application that we license or may own in the future; • we, or our licensor(s), might not have been the first to file patent applications covering certain of our or their inventions; • others may independently develop similar or alternative technologies or duplicate any of our technologies without infringing, misappropriating or otherwise violating our owned or licensed intellectual property rights; • it is possible that our pending licensed patent applications or those that we may own in the future will not lead to issued patents; • issued patents that we hold rights to may be held invalid or unenforceable, including as a result of legal challenges by our competitors; • our competitors might conduct research and development activities in countries where we do not have patent rights and then use the information learned from such activities to develop competitive products for sale in our major commercial markets; • we may not develop additional proprietary technologies that are patentable; • the patents of others may harm our business; and • we may choose not to file a patent for certain trade secrets or know-how, and a third party may subsequently file a patent covering such intellectual property.
Under the TCJA, in general, NOLs generated in taxable years beginning after December 31, 2017 may offset no more than 80 percent of such year’s taxable income and there is no ability for such NOLs to be carried back to a prior taxable year.
Under the TCJA, in general, NOLs generated in taxable years beginning after December 31, 2017 may offset no more than 80% of such year’s taxable income and there is no ability for such NOLs to be carried back to a prior taxable year.
As a result, the demand for our products 32 Table of Contents will depend upon the research and development budgets of these customers, which are impacted by factors beyond our control, such as: • decreases or freezes in government funding of research and development; • changes to programs that provide funding to research laboratories and institutions, including changes in the amount of funds allocated to different areas of research or changes that have the effect of increasing the length of the funding process; • macroeconomic conditions and the political climate; • potential changes in the regulatory environment; • differences in budgetary cycles, especially government or grant-funded customers, whose cycles often coincide with government fiscal year ends; • competitor product offerings or pricing; • market-driven pressures to consolidate operations and reduce costs; and • market acceptance of relatively new technologies.
As a result, the demand for our products will depend upon the research and development budgets of these customers, which are impacted by factors beyond our control, such as: • decreases or freezes in government funding of research and development; • changes to programs that provide funding to research laboratories and institutions, including changes in the amount of funds allocated to different areas of research or changes that have the effect of increasing the length of the funding process; • macroeconomic conditions and the political climate; • potential changes in the regulatory environment; • differences in budgetary cycles, especially government or grant-funded customers, whose cycles often coincide with government fiscal year ends; • competitor product offerings or pricing; • market-driven pressures to consolidate operations and reduce costs; and • market acceptance of relatively new technologies.
In addition, the CARES Act eliminates the limitation on the deduction of NOLs to 80 percent of current year taxable income for taxable years beginning before January 1, 2021.
In addition, the CARES Act eliminates the limitation on the deduction of NOLs to 80% of current year taxable income for taxable years beginning before January 1, 2021.
If our products contain defects, we may experience: • a failure to achieve market acceptance for our products or expansion of our product sales; • loss of customer orders and delay in order fulfillment; • damage to our brand reputation; 36 Table of Contents • loss of revenue; • increased warranty and customer service and support costs due to product repair or replacement; • product recalls or replacements; • inability to attract new customers; • diversion of resources from our manufacturing and research and development team into our service team; and • legal claims against us, including product liability claims, which could be costly and time consuming to defend and result in substantial damages.
If our products contain defects, we may experience: • a failure to achieve market acceptance for our products or expansion of our product sales; • loss of customer orders and delay in order fulfillment; • damage to our brand reputation; • loss of revenue; • increased warranty and customer service and support costs due to product repair or replacement; • product recalls or replacements; • inability to attract new customers; • diversion of resources from our manufacturing and research and development team into our service team; and • legal claims against us, including product liability claims, which could be costly and time consuming to defend and result in substantial damages.
The FDA initiated this rulemaking following several years of inaction by Congress and in light of public health concerns the agency perceives to exist with certain marketed LDTs, in part as a result of the growth in the volume and complexity of testing services utilizing LDTs, such as genetic testing services over the past four decades Congress also continues to face pressure from stakeholders to enact a comprehensive legislative solution to create a harmonized paradigm for oversight of LDTs by both the FDA and CMS.
The FDA initiated this rulemaking following several years of inaction by Congress and in light of public health concerns the agency perceives to exist with certain marketed LDTs, in part as a result of the growth in the volume and complexity of testing services utilizing LDTs, such as genetic testing services over the past four decades Congress also continues to face pressure from stakeholders to enact a 44 Table of Contents comprehensive legislative solution to create a harmonized paradigm for oversight of LDTs by both the FDA and CMS.
Our certificate of incorporation designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings and the federal district courts as the sole and exclusive forum for other types of actions and proceedings, in each case, that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain what such stockholders believe to be a favorable judicial forum for disputes with us or our directors, officers or other employees.
Our certificate of incorporation designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings and the federal district courts as the sole and exclusive forum for 60 Table of Contents other types of actions and proceedings, in each case, that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain what such stockholders believe to be a favorable judicial forum for disputes with us or our directors, officers or other employees.
There are currently outstanding an aggregate of 3,968,319 warrants to acquire shares of our Class A common stock, which comprise 135,000 Private Warrants held by HighCape’s initial stockholders at the time of HighCape’s initial public offering and 3,833,319 Public Warrants.
There are currently outstanding an aggregate of 3,968,317 warrants to acquire shares of our Class A common stock, which comprise 135,000 Private Warrants held by HighCape’s initial stockholders at the time of HighCape’s initial public offering and 3,833,317 Public Warrants.
Underlying each of these expectations are a number of estimates and assumptions that may be incorrect, including the assumptions that government or other sources of funding will continue to be available to life sciences researchers at times and in amounts necessary to allow them to purchase our products and that researchers have sufficient samples and an unmet need for performing proteomics 29 Table of Contents studies at scale across thousands of samples.
Underlying each of these expectations are a number of estimates and assumptions that may be incorrect, including the assumptions that government or other sources of funding will continue to be available to life sciences researchers at times and in amounts necessary to allow them to purchase our products and that researchers have sufficient samples and an unmet need for performing proteomics studies at scale across thousands of samples.
If we sought and received regulatory clearance or approval and are not able to maintain regulatory compliance with applicable laws, we could be prohibited from marketing our products for use as, or in the performance of, clinical diagnostics and/or could be 41 Table of Contents subject to enforcement actions, including Warning Letters and adverse publicity, fines, injunctions, and civil penalties; recall or seizure of products; operating restrictions; and criminal prosecution.
If we sought and received regulatory clearance or approval and are not able to maintain regulatory compliance with applicable laws, we could be prohibited from marketing our products for use as, or in the performance of, clinical diagnostics and/or could be subject to enforcement actions, including Warning Letters and adverse publicity, fines, injunctions, and civil penalties; recall or seizure of products; operating restrictions; and criminal prosecution.
At the federal level, regulations promulgated pursuant to HIPAA as amended by the Health Information Technology for Economic and Clinical Health Act (“HITECH”) establish privacy and security standards that limit the use and disclosure of individually identifiable health information (known as “protected health information” when protected under HIPAA) and require the implementation of administrative, physical and technological safeguards to protect the privacy and security of protected health information and ensure the confidentiality, integrity and availability of electronic protected health information.
At the federal level, regulations promulgated pursuant to HIPAA as amended by the Health Information Technology for Economic and Clinical Health Act (“HITECH”) establish privacy and security standards that limit the use and disclosure of individually identifiable health information (known as “protected health information” when protected under HIPAA) and require the implementation of administrative, physical and technological safeguards to protect the privacy and security of protected health information and ensure the confidentiality, integrity and availability of electronic protected health 46 Table of Contents information.
If our operations are found to be in violation of any of the healthcare laws or regulations described above or any other healthcare regulations that apply to us, we may be subject to penalties, including administrative, civil and criminal penalties, damages, fines, exclusion from participation in government healthcare programs, such as Medicare and Medicaid, imprisonment, contractual damages, reputational harm, disgorgement and the curtailment or restructuring of our operations.
If our operations are found to be in violation of any of the healthcare laws or regulations described above or any other healthcare regulations that apply to us, we may be subject to penalties, including administrative, civil and criminal penalties, damages, fines, exclusion from participation in government healthcare programs, such as Medicare and 45 Table of Contents Medicaid, imprisonment, contractual damages, reputational harm, disgorgement and the curtailment or restructuring of our operations.
Under the Federal Trade Commission Act (“FTC Act”), the FTC is empowered, among other things, to (a) prevent unfair methods of competition and unfair or 45 Table of Contents deceptive acts or practices in or affecting commerce; (b) seek monetary redress and other relief for conduct injurious to consumers; and (c) gather and compile information and conduct investigations relating to the organization, business, practices, and management of entities engaged in commerce.
Under the Federal Trade Commission Act (“FTC Act”), the FTC is empowered, among other things, to (a) prevent unfair methods of competition and unfair or deceptive acts or practices in or affecting commerce; (b) seek monetary redress and other relief for conduct injurious to consumers; and (c) gather and compile information and conduct investigations relating to the organization, business, practices, and management of entities engaged in commerce.
As a result, we are a “controlled company” within the meaning of the Nasdaq corporate governance standards and are not subject to the requirements that would otherwise require us to have: (i) a majority of independent directors; (ii) a compensation committee comprised solely of independent directors; and (iii) director nominees 57 Table of Contents selected, or recommended for our Board’s selection, either by a majority of the independent directors or a nominating committee comprised solely of independent directors.
As a result, we are a “controlled company” within the meaning of the Nasdaq corporate governance standards and are not subject to the requirements that would otherwise require us to have: (i) a majority of independent directors; (ii) a compensation committee comprised solely of independent directors; and (iii) director nominees selected, or recommended for our Board’s selection, either by a majority of the independent directors or a nominating committee comprised solely of independent directors.
Grounds for an unenforceability assertion could be an allegation that someone connected with prosecution of the patent intentionally 48 Table of Contents withheld relevant information from the relevant patent office, or knowingly made a misleading statement, during prosecution. Third parties may also raise similar claims before administrative bodies in the United States or abroad, even outside the context of litigation.
Grounds for an unenforceability assertion could be an allegation that someone connected with prosecution of the patent intentionally withheld relevant information from the relevant patent office, or knowingly made a misleading statement, during prosecution. Third parties may also raise similar claims before administrative bodies in the United States or abroad, even outside the context of litigation.
For example, our customers may independently elect to use our RUO labeled products in their own lab-developed tests (“LDTs”) for clinical diagnostic uses, which could subject our products to government regulation, and regulatory requirements related to marketing, selling, and distribution of RUO products could change or be uncertain, even if clinical uses of our RUO products by our customers were done without our consent.
For example, our customers may independently elect to use our RUO labeled products in their 43 Table of Contents own lab-developed tests (“LDTs”) for clinical diagnostic uses, which could subject our products to government regulation, and regulatory requirements related to marketing, selling, and distribution of RUO products could change or be uncertain, even if clinical uses of our RUO products by our customers were done without our consent.
The incurrence of indebtedness could result in increased fixed payment obligations, and we may be required to agree to certain restrictive covenants, such as limitations on our ability to incur additional debt, limitations on our ability to acquire, sell or license intellectual property rights and other operating 27 Table of Contents restrictions that could adversely impact our ability to conduct our business.
The incurrence of indebtedness could result in increased fixed payment obligations, and we may be required to agree to certain restrictive covenants, such as limitations on our ability to incur additional debt, limitations on our ability to acquire, sell or license intellectual property rights and other operating restrictions that could adversely impact our ability to conduct our business.
In addition, a significant outbreak of contagious diseases in the human population could result in a widespread health crisis that could adversely affect the economies and financial markets of many countries, resulting in an economic downturn that could further affect our operations and ability to finance our operations. Environmental, social and governance matters may impact our business and reputation.
In addition, a significant outbreak of contagious diseases in the human population could result in a widespread health crisis that could adversely affect the economies and financial markets of many countries, resulting in an economic downturn that could further affect our operations and ability to finance our operations. 31 Table of Contents Environmental, social and governance matters may impact our business and reputation.
To determine the priority of these inventions, we may have to participate in interference proceedings, derivation proceedings or other post-grant proceedings declared by the USPTO, or other similar proceedings in non-U.S. jurisdictions that could result in substantial cost to us and the loss of valuable patent protection. The outcome of such proceedings is uncertain.
To determine the priority of these inventions, we may have to participate in interference proceedings, derivation proceedings or other post-grant proceedings declared by the USPTO, or other similar proceedings in non-U.S. jurisdictions that could 50 Table of Contents result in substantial cost to us and the loss of valuable patent protection. The outcome of such proceedings is uncertain.
The outcome of patent litigation or other proceedings can be uncertain, and any attempt by us to enforce our patent rights against others or to challenge the patent rights of others may not be successful, or, regardless of success, may take substantial time and result in substantial cost, and may divert our efforts and attention from other aspects of our business.
The outcome of patent litigation or other proceedings can be uncertain, and any attempt by us to enforce our patent rights against others or to challenge the patent rights of others may not be successful, or, regardless of success, may take substantial time and result in 48 Table of Contents substantial cost, and may divert our efforts and attention from other aspects of our business.
Further, any strategic decision to slow, pause, or stop any core supply based on assumptions of adequate safety stock that subsequently 33 Table of Contents proves to be an incorrect estimate of supply needs could result in a supply disruption based on in ability to ramp up or slowness in ramp down processes.
Further, any strategic decision to slow, pause, or stop any core supply based on assumptions of adequate safety stock that subsequently proves to be an incorrect estimate of supply needs could result in a supply disruption based on in ability to ramp up or slowness in ramp down processes.
Shipment of 35 Table of Contents consumables that effectively expire early or shipment of defective instruments or consumables to customers may result in recalls and warranty replacements, which would increase our costs, and depending upon current inventory levels and the availability and lead time for additional inventory, could lead to availability issues.
Shipment of consumables that effectively expire early or shipment of defective instruments or consumables to customers may result in recalls and warranty replacements, which would increase our costs, and depending upon current inventory levels and the availability and lead time for additional inventory, could lead to availability issues.
Our patent portfolio may be negatively impacted by current uncertainties in the state of the law, new court rulings or changes in guidance or procedures issued by the USPTO or other similar patent offices around the world. From time to 47 Table of Contents time, the U.S. Supreme Court, other federal courts, the U.S.
Our patent portfolio may be negatively impacted by current uncertainties in the state of the law, new court rulings or changes in guidance or procedures issued by the USPTO or other similar patent offices around the world. From time to time, the U.S. Supreme Court, other federal courts, the U.S.
We could also be required to pay damages, which could be significant, including treble damages and attorneys’ fees if we are found to have willfully infringed such patents. We could also be 51 Table of Contents required to obtain a license to such patents in order to continue the development and commercialization of the infringing product or technology.
We could also be required to pay damages, which could be significant, including treble damages and attorneys’ fees if we are found to have willfully infringed such patents. We could also be required to obtain a license to such patents in order to continue the development and commercialization of the infringing product or technology.
Changes to the current regulatory framework, including the imposition of additional or new regulations, including regulation of our 42 Table of Contents products, could arise at any time during the development or marketing of our products, which may negatively affect our ability to obtain or maintain FDA or comparable regulatory approval of our products, if required.
Changes to the current regulatory framework, including the imposition of additional or new regulations, including regulation of our products, could arise at any time during the development or marketing of our products, which may negatively affect our ability to obtain or maintain FDA or comparable regulatory approval of our products, if required.
Moreover, the terms of any future financing may adversely affect the holdings or the rights of our stockholders and the issuance of additional securities, whether equity or debt, by us, or the possibility of such issuance, may cause the market price of our Class A common stock to decline.
Moreover, the terms of any future financing may adversely affect the holdings or the rights of our stockholders and the issuance of additional securities, whether equity or debt, by us, or the possibility of such issuance, may cause the market 28 Table of Contents price of our Class A common stock to decline.
If sales of our instruments fail to materialize, so will the related consumable sales and associated revenue. In our development and commercialization plans for our products, we may forego other opportunities that may provide greater revenue or be more profitable.
If sales of our instruments fail to materialize, so will the related consumable sales and associated revenue. 34 Table of Contents In our development and commercialization plans for our products, we may forego other opportunities that may provide greater revenue or be more profitable.
It is also possible that we will fail to identify patentable aspects of our research and development output before it is too late to obtain patent protection. Moreover, we may not develop 46 Table of Contents additional proprietary products, methods and technologies that are patentable.
It is also possible that we will fail to identify patentable aspects of our research and development output before it is too late to obtain patent protection. Moreover, we may not develop additional proprietary products, methods and technologies that are patentable.
If our restructuring fails to achieve some or all of the expected benefits 31 Table of Contents therefrom, our cash resources may not last as long as estimated and our business, results of operations and financial condition could be materially and adversely affected.
If our restructuring fails to achieve some or all of the expected benefits therefrom, our cash resources may not last as long as estimated and our business, results of operations and financial condition could be materially and adversely affected.
Rothberg and his affiliates held 73.4% of the voting power of our capital stock, including our Class A common stock and Class B common stock and is able to control matters submitted to our stockholders for approval, including the election of directors, amendments to our organizational documents and any merger, consolidation, sale of all or substantially all of our assets or other major corporate transactions.
Rothberg and his affiliates held 69.3% of the voting power of our capital stock, including our Class A common stock and Class B common stock and is able to control matters submitted to our stockholders for approval, including the election of directors, amendments to our organizational documents and any merger, consolidation, sale of all or substantially all of our assets or other major corporate transactions.
Over the next several years, we expect to continue to devote substantially all of our resources towards development and commercialization of our products and research and development efforts for additional products. These efforts may prove more costly than we currently anticipate.
Over the next several years, we expect to continue to devote substantially all of our resources towards development and commercialization of our products and research and development efforts for enhancements to current products, products in development, and additional products. These efforts may prove more costly than we currently anticipate.
We also seek to preserve the integrity and confidentiality of our confidential proprietary information by maintaining physical security of our premises and physical and electronic security of our information technology systems, but it is 49 Table of Contents possible that these security measures could be breached.
We also seek to preserve the integrity and confidentiality of our confidential proprietary information by maintaining physical security of our premises and physical and electronic security of our information technology systems, but it is possible that these security measures could be breached.
In these countries, the patent owner may have limited remedies, which could materially diminish the value of any patents. Many companies have encountered significant problems in protecting and defending intellectual property rights in foreign jurisdictions.
In these countries, the patent owner may have limited remedies, which could materially diminish the value of any patents. 49 Table of Contents Many companies have encountered significant problems in protecting and defending intellectual property rights in foreign jurisdictions.
We rely, and will continue to rely on, information technology systems to keep financial and employment records, facilitate our research and development initiatives, manage our manufacturing operations, maintain quality control, fulfill customer 39 Table of Contents orders, maintain corporate records, communicate with staff, provide our Platinum Analysis Software services and operate other critical functions.
We rely, and will continue to rely on, information technology systems to keep financial and employment records, facilitate our research and development initiatives, manage our manufacturing operations, maintain quality control, fulfill customer orders, maintain corporate records, communicate with staff, provide our Platinum Analysis Software services and operate other critical functions.
Many of these consultants and independent contractors were previously employed at, or may have previously or may be currently providing consulting or other services to, universities or other technology, biotechnology or pharmaceutical companies, including our competitors or potential competitors.
Many of these consultants and independent contractors were previously employed at, or may have previously or may be currently providing consulting or other services to, universities or other technology, 52 Table of Contents biotechnology or pharmaceutical companies, including our competitors or potential competitors.
We may not be able to pass along increases in tariffs and freight charges, and any alterations we may make to our business strategy or operations to adapt to the foregoing, including sourcing products from suppliers in other countries, would be time consuming and expensive and could adversely impact our business.
We may not be able to pass along increases in tariffs and freight charges, and any alterations we may make to our business strategy or operations to adapt to the foregoing, including sourcing products from suppliers in other countries, would be time consuming and expensive and could adversely impact our business. In February 2026, the U.S.
As a result, included on our balance sheets as of December 31, 2024 and December 31, 2023, are derivative liabilities related to our warrants.
As a result, included on our balance sheets as of December 31, 2025 and 2024, are derivative liabilities related to our warrants.
In addition, our competitors may have or may develop products or technologies that currently or in the future will enable them to produce competitive products with greater capabilities or at lower costs than ours or that are able to run comparable experiments at a lower total experiment cost.
In addition, our competitors may have or may develop products or technologies that currently 39 Table of Contents or in the future will enable them to produce competitive products with greater capabilities or at lower costs than ours or that are able to run comparable experiments at a lower total experiment cost.
So long as more than 50% of the voting power for the election of our directors is held by an individual, a group or another company, we will qualify as a “controlled company” within the meaning of the Nasdaq listing rules. As of February 26, 2025, Dr.
So long as more than 50% of the voting power for the election of our directors is held by an individual, a group or another company, we will qualify as a “controlled company” within the meaning of the Nasdaq listing rules. As of February 25, 2026, Dr.
Furthermore, certain of our sponsored research agreements pursuant to which we provide certain research services for third parties do not assign to us all intellectual property developed under such agreements.
Furthermore, certain of our sponsored research agreements pursuant to which we provide certain research services for third 51 Table of Contents parties do not assign to us all intellectual property developed under such agreements.
If 34 Table of Contents our software development and deployment plan does not accurately anticipate customer demands or if we fail to develop our software in a manner that satisfies customer preferences in a timely and cost-effective manner, our products may fail to gain market acceptance.
If our software development and deployment plan does not accurately anticipate customer demands or if we fail to develop our software in a manner that satisfies customer preferences in a timely and cost-effective manner, our products may fail to gain market acceptance.
If we are not able to repeatedly produce our kits at commercial scale or source them from third-party suppliers, or encounter unexpected difficulties in packaging our consumables, our business will be adversely impacted.
These manufacturing processes are complex. If we are not able to repeatedly produce our kits at commercial scale or source them from third-party suppliers, or encounter unexpected difficulties in packaging our consumables, our business will be adversely impacted.
In addition, such insurance may not be available to us in the future on economically 40 Table of Contents reasonable terms, or at all, and it is possible that an insurer may deny coverage as to any future claim.
In addition, such insurance may not be available to us in the future on economically reasonable terms, or at all, and it is possible that an insurer may deny coverage as to any future claim.
Our protein sequencing products are currently labeled, promoted, and sold primarily to academic and research institutions and research companies as RUO products. They are not currently designed, or intended to be used, for clinical diagnostic purposes or as medical devices.
Our protein sequencing products are currently labeled, promoted, and sold primarily to academic and research institutions and research companies as RUO products. They are not currently designed, or intended to be used, for clinical diagnostic 42 Table of Contents purposes or as medical devices.
In addition, if our products are authorized for use by the FDA as medical devices, we will need to contract with FDA-registered device establishments that are able to comply with current Good Manufacturing Practice requirements that are set forth in the Quality System Regulations (“QSR”), unless explicitly exempted by regulation.
In addition, if our products are authorized for use by the FDA as medical devices, we will need to contract with FDA-registered device establishments that are able to comply with current Good Manufacturing Practice requirements that are set forth in the QSR, unless explicitly exempted by regulation.
We have completed an analysis through December 31, 2024 and no such ownership change has occurred. Future changes in our stock ownership, including future offerings, as well as other changes that may be outside of our control, could result in additional ownership changes under Section 382 of the Code.
We have completed an analysis through December 31, 2025 and no such ownership change has occurred. Futu re changes in our stock ownership, including future offerings, as well as other changes that may be outside of our control, could result in future ownership changes under Section 382 of the Code.
Although we possess insurance for damage to our property and the disruption of our business, this insurance may not be sufficient to cover all of our potential losses and may not continue to be available to us on acceptable terms, or at all.
Although we possess insurance for damage to our property and have limited coverage for disruption of our business, this insurance may not be sufficient to cover all of our potential losses and may not continue to be available to us on acceptable terms, or at all.
As of December 31, 2024 , we had 143 full-time employees in the United States and six full-time employees internationally . Our management and other personnel will need to devote a substantial amount of time towards maintaining compliance with these requirements and effectively manage these growth activities. We may face challenges integrating, developing and motivating our employee base.
As of December 31, 2025, we had 138 full-time employees in the United States and 7 full-time employees internationally . Our management and other personnel will need to devote a substantial amount of time towards maintaining compliance with these requirements and effectively manage these growth activities. We may face challenges integrating, developing and motivating our employee base.
For example, the California Consumer Privacy Act (“CCPA”), which increases privacy rights for California residents and imposes obligations on companies that process 44 Table of Contents their personal information, came into effect on January 1, 2020.
For example, the California Consumer Privacy Act (“CCPA”), which increases privacy rights for California residents and imposes obligations on companies that process their personal information, came into effect on January 1, 2020.
We are an early-stage life sciences technology company and have incurred significant losses since Quantum-Si was formed in 2013, and expect to continue to incur losses in the future. We incurred net losses of $101.0 million , $96.0 million and $132.4 million in the years ended December 31, 2024 , 2023 and 2022 , respectively.
We are an early-stage life sciences technology company and have incurred significant losses since Quantum-Si was formed in 2013, and expect to continue to incur losses in the future. We incurred net losses of $101.3 million , $101.0 million and $96.0 million for the years ended December 31, 2025 , 2024 and 2023 , respectively.
We expect to use our funds on hand to further develop and commercialize our products, develop new products, and for working capital and general corporate purposes. As of December 31, 2024 , we had cash and cash equivalents and investments in marketable securities totaling $209.6 million .
We expect to use our funds on hand to further develop and commercialize our products, develop new products, and for working capital and general corporate purposes. As of December 31, 2025 , we had cash and cash equivalents and investments in marketable securities totaling $215.8 million .
There can be no assurance that our defenses of non-infringement, invalidity or unenforceability will succeed. Third parties, including our competitors, could be infringing, misappropriating or otherwise violating our solely owned and/or in-licensed intellectual property rights. Monitoring unauthorized use of intellectual property is difficult and costly.
There can be no assurance that our defenses of non-infringement, invalidity or unenforceability will succeed. Third parties, including our competitors, could be infringing, misappropriating or otherwise violating our solely owned and/or in-licensed intellectual property rights.
To the extent inflation or other factors increase our business costs, it may not be feasible to pass price increases on to our customers or offset higher costs through manufacturing efficiencies. Inflation or economic policies could also adversely affect the ability of our customers to purchase our products.
For instance, we have experienced pricing increases from our suppliers. To the extent inflation or other factors increase our business costs, it may not be feasible to pass price increases on to our customers or offset higher costs through manufacturing efficiencies. Inflation or economic policies could also adversely affect the ability of our customers to purchase our products.
As of December 31, 2024 , we had an accumulated deficit of $596.6 million . These losses and accumulated deficit were primarily due to the substantial investments made to develop and improve our technology.
As of December 31, 2025 , we had an accumulated deficit of $698.0 million . These losses and accumulated deficit were primarily due to the substantial investments made to develop and improve our technology.
Our products may contain software licensed by third parties under open-source software licenses. Use and distribution of open-source software may entail greater risks than use of third-party commercial software, as open-source software licensors generally do not provide warranties or other contractual protections regarding infringement claims or the quality of the code.
Use and distribution of open-source software may entail greater risks than use of third-party commercial software, as open-source software licensors generally do not provide warranties or other contractual protections regarding infringement claims or the quality of the code.
Rothberg controlled 73.4% of the voting power of our outstanding capital stock, including our Class A common stock and Class B common stock.
Rothberg controlled 69.3% of the voting power of our outstanding capital stock, including our Class A common stock and Class B common stock.
Our products are and will be subject to market forces and adoption curves common to other new technologies. The market for proteomics and genomics technologies and products is in its early stages of development and if widespread adoption of our products takes longer than anticipated, we will continue to experience operating losses.
The market for proteomics and genomics technologies and products is in its early stages of development and if widespread adoption of our products takes longer than anticipated, we will continue to experience operating losses.
If our security measures, or those of our vendors and partners, are compromised due to any cybersecurity attacks or incidents, including as a result of third-party action, employee or customer error, malfeasance, stolen or fraudulently obtained log-in credentials, power outages, hardware failures, telecommunication or utility failures, catastrophes, other unforeseen events or otherwise, our reputation could be damaged, our business may be harmed, we could become subject to litigation and we could incur significant expense and liability.
We implemented a number of security enhancements as the incident unfolded and continue to implement short- and long-term security enhancements to further secure our network. 41 Table of Contents If our security measures, or those of our vendors and partners, are compromised due to any cybersecurity attacks or incidents, including as a result of third-party action, employee or customer error, malfeasance, stolen or fraudulently obtained log-in credentials, power outages, hardware failures, telecommunication or utility failures, catastrophes, other unforeseen events or otherwise, our reputation could be damaged, our business may be harmed, we could become subject to litigation and we could incur significant expense and liability.
If too few researchers describe the use of our products, too many researchers shift to a competing product and publish research outlining their use of that product or too many researchers negatively describe the use of our products in publications, it may drive customers away from our products and it may delay our progression towards the broad commercial release phase of our commercialization plan. 28 Table of Contents Other factors in achieving commercial market acceptance, include: • our ability to market and increase awareness of the capabilities of our products; • the ability of our products to demonstrate comparable performance in intended use applications broadly in the hands of customers consistent with the early access limited release phase of our commercialization plan; • our potential customers’ willingness to adopt new products and workflows; • our product’s ease of use and whether it reliably provides advantages over other alternative technologies; • the rate of adoption of our products by academic institutions, laboratories, biopharmaceutical companies and others; • the prices we charge for our products; • our ability to develop new products and workflows and solutions for customers; • if competitors develop and commercialize products that perform similar functions as our products; and • the impact of our investments in product innovation and commercial growth.
Other factors in achieving commercial market acceptance include: • our ability to market and increase awareness of the capabilities of our products; • the ability of our products to demonstrate comparable performance in intended use applications broadly in the hands of customers consistent with the early access limited release phase of our commercialization plan; • our potential customers’ willingness to adopt new products and workflows; • our product’s ease of use and whether it reliably provides advantages over other alternative technologies; • the rate of adoption of our products by academic institutions, laboratories, biopharmaceutical companies and others; • the prices we charge for our products; • our ability to develop new products and workflows and solutions for customers; • if competitors develop and commercialize products that perform similar functions as our products; and • the impact of our investments in product innovation and commercial growth.
We may not be able to detect unauthorized use of, or take appropriate steps to enforce, our intellectual property rights. From time to time, we seek to analyze our competitors’ products and services, and may in the future seek to enforce our rights based on potential infringement, misappropriation or violation of our intellectual property.
From time to time, we seek to analyze our competitors’ products and services, and may in the future seek to enforce our rights based on potential infringement, misappropriation or violation of our intellectual property.
Risks Related to Our Business and Industry We may not gain commercial traction for our current products and we may not be able to successfully commercially launch other future products. We commercially launched our first product, Platinum for RUO in December 2022.
Risks Related to Our Business and Industry We may not gain commercial traction for our current products, and we may not be able to successfully commercially launch other future products.
If we are able to successfully commercialize our products, we expect that we will generate substantially all of our revenue from the sale of our instruments and consumables.
First shipments of Platinum Pro occurred in March 2025. If we are able to successfully commercialize our products, we expect that we will generate substantially all of our revenue from the sale of our instruments and consumables.
The dual class structure of our common stock has the effect of concentrating voting power with our Founder, who is also on our Board of Directors, which will limit an investor’s ability to influence the outcome of important transactions, including a change in control.
The dual class structure of our common stock has the effect of concentrating voting power with our Founder, who is also on our Board of Directors, which will limit an investor’s ability to influence the outcome of important transactions, including a change in control. 59 Table of Contents Shares of our Class B common stock have 20 votes per share, while shares of our Class A common stock have one vote per share.
If we are unable to assert that our internal control over financing reporting is effective, or if our independent registered public accounting firm is unable to express an unqualified opinion as to the effectiveness of the internal control over financial reporting, investors may lose confidence in the accuracy and completeness of our financial reporting, the market price of our Class A common stock could be adversely affected and we could become subject to litigation or investigations by Nasdaq, the SEC, or other regulatory authorities, which could require additional financial and management resources.
If we are unable to assert that our internal control over financing reporting is effective, or if our independent registered public accounting firm is unable to express an unqualified opinion as to the effectiveness of the internal control over financial reporting, investors may lose confidence in the accuracy and completeness of our financial reporting, the market price of our Class A common stock could be adversely affected and we could become subject to litigation or investigations by Nasdaq, the SEC, or other regulatory authorities, which could require additional financial and management resources. 58 Table of Contents If we identify any material weaknesses in the future, any such newly identified material weakness could limit our ability to prevent or detect a misstatement of our accounts or disclosures that could result in a material misstatement of our annual or interim financial statements.
It is unclear what effect, if any, these policies will have on the valuations of publicly traded companies excluded from such indices, but it is possible that they may depress valuations, as compared to similar companies that are included.
It is unclear what effect, if any, these policies will have on the valuations of publicly traded companies excluded from such indices, but it is possible that they may depress valuations, as compared to similar companies that are included. As a result, the market price of shares of our Class A common stock could be adversely affected.
In addition, we may seek to obtain additional licenses from our licensor(s) and, in connection with obtaining such licenses, we may agree to amend our existing licenses in a manner that may be more favorable to the licensor(s), including by agreeing to terms that could enable third parties, including our competitors, to receive licenses to a portion of the intellectual property that is subject to our existing licenses and to compete with our products. 53 Table of Contents In addition, the agreements under which we currently and in the future license intellectual property or technology from third parties are complex and certain provisions in such agreements may be susceptible to multiple interpretations.
In addition, we may seek to obtain additional licenses from our licensor(s) and, in connection with obtaining such licenses, we may agree to amend our existing licenses in a manner that may be more favorable to the licensor(s), including by agreeing to terms that could enable third parties, including our competitors, to receive licenses to a portion of the intellectual property that is subject to our existing licenses and to compete with our products.
If one or more of our channel partners do not effectively market and sell our products or they promote other products over ours, the volume of our products sold to customers could decrease, and our business and results of operations could therefore be significantly harmed.
If one or more of our channel partners do not effectively market and sell our products or they promote other products over ours, the volume of our products sold to customers could decrease, and our business and results of operations could therefore be significantly harmed. 36 Table of Contents If we do not successfully develop and maintain our Platinum Analysis Software service, our commercialization efforts and therefore business and results of operations could suffer.
We are, and may in the future become, a party to license agreements that grant us rights to use certain intellectual property, including patents and patent applications, typically in certain specified fields of use. We may need to obtain additional licenses from others to advance our research, development and commercialization activities.
We are, and may in the future become, a party to license agreements that grant us rights to use certain intellectual property, including patents and patent applications, typically in certain specified fields of use.
If we are unable to establish superior sales and marketing capabilities, we may not be successful in commercializing our products. We have limited experience as a company in sales and marketing and our ability to achieve revenue growth depends on us being able to attract customers for our products.
We have limited experience as a company in sales and marketing and our ability to achieve revenue growth depends on us being able to attract customers for our products.
Material performance problems, defects, or errors may arise, and as we commercialize our products, these risks may increase. We expect to provide warranties that our products will meet performance expectations and will be free from defects. The costs incurred in correcting any defects or errors may be substantial and could adversely affect our operating margins.
Material performance problems, defects, or errors may arise, and as we commercialize our products, these risks may increase. We expect to provide warranties that our products will meet performance expectations and will be free from defects.
Section 22 of the Securities Act creates concurrent jurisdiction for state and federal courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. 59 Table of Contents Alternatively, if a court were to find these provisions of our certificate of incorporation inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially adversely affect our business, financial condition, results of operations and cash flows and result in a diversion of the time and resources of our management and Board. 60 Table of Contents ITEM 1B.
Alternatively, if a court were to find these provisions of our certificate of incorporation inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially adversely affect our business, financial condition, results of operations and cash flows and result in a diversion of the time and resources of our management and Board. 61 Table of Contents ITEM 1B.
Sales of substantial numbers of such shares in the public market could adversely affect the market price of our Class A common stock, the impact of which is increased as the value of our stock price increases.
Sales of substantial numbers of such shares in the public market could adversely affect the 57 Table of Contents market price of our Class A common stock, the impact of which is increased as the value of our stock price increases. Both the Public Warrants and Private Warrants expire on June 10, 2026.
To effectively manage our growth, we must continue to improve our operational and manufacturing systems and processes, our financial systems and internal controls and other aspects of our business and continue to effectively expand, train and manage our personnel. If we do not successfully manage our anticipated growth, our business, results of operations, financial condition and prospects will be harmed.
To effectively manage our growth, we must continue to improve our operational and manufacturing systems and processes, our financial systems and internal controls and other aspects of our business and continue to effectively expand, train and manage our personnel.
We may acquire other companies or technologies which could divert our management’s attention, result in additional dilution to our stockholders and otherwise disrupt our operations and harm our operating results.
Any failure to compete effectively could materially and adversely affect our business, financial condition, results of operations and cash flows. We may acquire other companies or technologies which could divert our management’s attention, result in additional dilution to our stockholders and otherwise disrupt our operations and harm our operating results.
We may seek to enter into strategic collaborations and licensing agreements with third parties to develop products, such as the creation and identification of content and development of new applications. However, there is no assurance that we will be successful in doing so.
We may seek to enter into strategic collaborations and licensing arrangements with third parties, but we may not be successful in establishing or maintaining such arrangements. We may seek to enter into strategic collaborations and licensing agreements with third parties to develop products, such as the creation and identification of content and development of new applications.
If our assumptions regarding these risks and uncertainties, which we use to plan and operate our business, are incorrect or change, or if we do not address these risks successfully, our results of operations could differ materially from our expectations, and our business, financial condition, results of operations and cash flows could be adversely affected. 26 Table of Contents Our operating results may fluctuate significantly in the future, which makes our future operating results difficult to predict and could cause our operating results to fall below expectations or any guidance we or other third parties may provide.
If our assumptions regarding these risks and uncertainties, which we use to plan and operate our business, are incorrect or change, or if we do not address these risks successfully, our results of operations could differ 27 Table of Contents materially from our expectations, and our business, financial condition, results of operations and cash flows could be adversely affected.
Although we review our use of open-source software to avoid subjecting our proprietary software to conditions we do not intend, the terms of many open source-software licenses have not been interpreted by U.S. courts, and there is a risk that these licenses could be construed in a way that could impose unanticipated conditions or restrictions on our ability to commercialize our products and proprietary software.
Use of open-source software may also present additional security risks because the public availability of such software may make it easier for hackers and other third parties to compromise or attempt to compromise our technology platform and systems. 56 Table of Contents Although we review our use of open-source software to avoid subjecting our proprietary software to conditions we do not intend, the terms of many open source-software licenses have not been interpreted by U.S. courts, and there is a risk that these licenses could be construed in a way that could impose unanticipated conditions or restrictions on our ability to commercialize our products and proprietary software.

… 103 more changes not shown on this page.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

7 edited+1 added−3 removed11 unchanged
Biggest changeWe describe whether and how risks from identified cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition, under the heading “ If we experience a significant disruption in our information technology systems, including our Platinum Analysis Software services, or cybersecurity incidents, our business could be adversely affected” , which disclosures are incorporated by reference herein.
Biggest changeAs part of the above processes, we regularly engage with consultants, auditors and other third parties in assisting in review our cybersecurity program to help identify areas for continued focus, improvement and compliance. 62 Table of Contents We describe whether and how risks from identified cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations, or financial condition, under the heading “ If we experience a significant disruption in our information technology systems, including our Platinum Analysis Software services, or cybersecurity incidents, our business could be adversely affected” , which disclosures are incorporated by reference herein.
To provide for the availability of critical data and systems, manage our material risks from cybersecurity threats, and protect against and respond to cybersecurity incidents, we undertake the following activities: • monitor emerging data protection laws and implement changes to our processes that are designed to comply with such laws; • through our policies, practices and contracts (as applicable), require employees, as well as third parties that provide services on our behalf, to treat confidential information and data with care; • employ technical safeguards that are designed to protect our information systems from cybersecurity threats, including firewalls, intrusion prevention and detection systems, anti-malware functionality and access controls, which are evaluated and improved through vulnerability assessments and cybersecurity threat intelligence; • provide regular, mandatory training for our employees and contractors regarding cybersecurity threats as a means to equip them with effective tools to address cybersecurity threats, and to communicate our evolving information security policies, standards, processes and practices; • conduct regular phishing email simulations for all employees and contractors with access to our email systems to enhance awareness and responsiveness to possible threats; • leverage the NIST incident handling framework to help us identify, protect, detect, respond and recover when there is an actual or potential cybersecurity incident; and • carry information security risk insurance that provides protection against the potential losses arising from a cybersecurity incident.
To provide for the availability of critical data and systems, manage our material risks from cybersecurity threats, and protect against and respond to cybersecurity incidents, we undertake the following activities: • monitor emerging data protection laws and implement changes to our processes designed to comply with such laws; • through our policies, practices and contracts (as applicable), require employees, as well as third parties that provide services on our behalf, to treat confidential information and data with care; • employ technical safeguards designed to protect our information systems from cybersecurity threats, including firewalls, intrusion prevention and detection systems, anti-malware functionality and access controls, which are evaluated and improved through vulnerability assessments and cybersecurity threat intelligence; • provide regular, mandatory training for our employees and contractors regarding cybersecurity threats as a means to equip them with effective tools to address cybersecurity threats, and to communicate our evolving information security policies, standards, processes and practices; • conduct regular phishing email simulations for all employees and contractors with access to our email systems to enhance awareness and responsiveness to possible threats; • leverage the NIST incident handling framework to help us identify, protect, detect, respond and recover when there is an actual or potential cybersecurity incident; and • carry information security risk insurance that provides protection against the potential losses arising from a cybersecurity incident.
We plan for our Chief Financial Officer to provide our Audit Committee with quarterly general risk assessment updates, which shall cover cyber risk topics such as data security posture, results from third-party assessments, progress towards predetermined risk-mitigation-related goals, our incident response plan, and material cybersecurity threat risks or incidents and developments, as well as the steps management has taken to respond to such risks.
The Chief Financial Officer provides the Audit Committee with quarterly general risk assessment updates, which shall cover cyber risk topics such as data security posture, results from third-party assessments, progress towards predetermined risk-mitigation-related goals, our incident response plan, and material cybersecurity threat risks or incidents and developments, as well as the steps management has taken to respond to such risks.
In general, our Board of Directors oversees risk management activities designed and implemented by our management, and considers specific risks, including, for example, risks associated with our strategic plan, business operations, and capital structure.
Cybersecurity Governance; Management Cybersecurity is an important part of our broader risk management processes and an area of focus for our Board of Directors and management. In general, our Board of Directors oversees risk management activities designed and implemented by our management, and considers specific risks, including, for example, risks associated with our strategic plan, business operations, and capital structure.
ITEM 1C. CYBERSECURITY Creating and maintaining a secure information infrastructure is of paramount importance to Quantum-Si, and we have invested, and will continue to invest significant resources to ensure we maintain the most secure environment reasonably possible to protect our assets, customers and employees.
ITEM 1C. CYBERSECURITY Creating and maintaining a secure information infrastructure is essential to Quantum-Si. We have invested, and will continue to invest, significant resources to ensure we maintain the most secure environment reasonably possible to protect our assets, customers and employees. Our Board of Directors, through our Audit Committee, oversees our risk management activities with cybersecurity as a key focus.
Our incident response plan coordinates the activities we take to prepare for, detect, respond to and recover from cybersecurity incidents, which include processes to triage, assess severity for, escalate, contain, investigate and remediate the incident, as well as to comply with potentially applicable legal obligations and mitigate damage to our business and reputation. 61 Table of Contents As part of the above processes, we regularly engage with consultants, auditors and other third parties in assisting in review our cybersecurity program to help identify areas for continued focus, improvement and compliance.
Our incident response plan coordinates the activities we take to prepare for, detect, respond to and recover from cybersecurity incidents, which include processes to triage, assess severity for, escalate, contain, investigate and remediate the incident, as well as to comply with potentially applicable legal obligations and mitigate damage to our business and reputation.
We did not pay ransom to the attacker because the documents that were encrypted by the attacker were sufficiently backed up and the investigation further confirmed that no employee data or other personal information was accessed.
We did not pay ransom to the attacker because the documents encrypted by the attacker were sufficiently backed up and the investigation further confirmed no employee data or other personal information was accessed. We implemented a number of security enhancements as the incident unfolded and continue to implement short- and long-term security enhancements to further secure our network.
Removed
Our Board of Directors, through our Audit Committee, is actively involved in oversight of our risk management activities, and cybersecurity represents an important element of our overall approach to risk management. Our cybersecurity policies, standards, processes and practices are based on recognized frameworks established by the National Institute of Standards and Technology, (“NIST”) and other applicable industry standards.
Added
We employ a comprehensive, cross-functional strategy to safeguard the confidentiality, security, and availability of our information by proactively addressing and responding to cybersecurity threats. Our policies, standards, processes and practices align with recognized frameworks established by the National Institute of Standards and Technology (“NIST”) and other applicable industry standards.
Removed
We address cybersecurity risks through a comprehensive, cross-functional approach that is focused on preserving the confidentiality, security and availability of the information we maintain by identifying, preventing and mitigating cybersecurity threats and effectively responding to cybersecurity incidents when they occur.
Removed
We implemented a number of security enhancements as the incident unfolded and continue to implement short- and long-term security enhancements to further secure our network. Cybersecurity Governance; Management Cybersecurity is an important part of our broader risk management processes and an area of focus for our Board of Directors and management.

Item 2. Properties

Properties — owned and leased real estate

2 edited+1 added−1 removed0 unchanged
Biggest changeITEM 2. PROPERTIES We currently lease our executive office at 29 Business Park Drive, Branford, Connecticut 06405. We also lease office, laboratory and manufacturing space in San Diego, California and office space in Santa Clara, California and New Haven, Connecticut. Our semiconductor chip assembly and packaging business is located in Garnet Valley, Pennsylvania.
Biggest changeITEM 2. PROPERTIES We currently lease our executive office at 29 Business Park Drive, Branford, Connecticut 06405. We also lease office, laboratory and manufacturing space in San Diego, California. Our semiconductor chip assembly and packaging business is located in Garnet Valley, Pennsylvania. Our current leases expire at various dates through 2029.
Our leases expire at various dates through 2032. We believe that our current office, laboratory and assembly and packaging locations are sufficient to meet our needs at existing volume levels for the foreseeable future. For further information, please refer to Note 8.
We believe our current office, laboratory and assembly and packaging locations are sufficient to meet our needs at existing volume levels through each of the respective lease termination date. For further information, please refer to Note 7 .
Removed
Leases , in the accompanying notes to our Consolidated Financial Statements included elsewhere in the Annual Report on Form 10-K. 62 Table of Contents
Added
Leases of the Notes to the Consolidated Financial Statements (Part II, Item 8) included in this report, which is incorporated by reference herein.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

2 edited+0 added−0 removed0 unchanged
Biggest changeCommitments and Contingencies of the Notes to the Consolidated Financial Statements (Part II, Item 8) included in this report, which is incorporated by reference herein. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 63 Table of Contents PART II
Biggest changeCommitments and Contingencies of the Notes to the Consolidated Financial Statements (Part II, Item 8) included in this report, which is incorporated by reference herein. 63 Table of Contents ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 64 Table of Contents PART II
ITEM 3. LEGAL PROCEEDINGS We are involved in various legal proceedings, claims, investigations and litigation that arise in the ordinary course of our business. For further information regarding our legal proceedings, please refer to N ote 18.
ITEM 3. LEGAL PROCEEDINGS We are involved in various legal proceedings, claims, investigations and litigation that arise in the ordinary course of our business. For further information regarding our legal proceedings, please refer to Note 1 7 .

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

3 edited+1 added−2 removed1 unchanged
Biggest changeThere is no public market for our Class B common stock. Dividends We have not paid any cash dividends on our Class A common stock or Class B common stock to date, and we do not anticipate paying any cash dividends in the foreseeable future.
Biggest changeBoth the public and private warrants expire on June 10, 2026. There is no public market for our Class B common stock. Dividends We have not paid any cash dividends on our Class A common stock or Class B common stock to date, and we do not anticipate paying any cash dividends in the foreseeable future.
The payment of cash dividends is subject to the discretion of our board of directors and may be affected by various factors, including our future earnings, financial condition, capital requirements, share repurchase activity, current and future planned strategic growth initiatives, levels of indebtedness, and other considerations our board of directors deem relevant.
The payment of cash dividends is subject to the discretion of our board of directors and may be affected by various factors, including our future earnings, financial condition, capital requirements, share repurchase activity, current and future planned strategic growth initiatives, levels of indebtedness, and other considerations our board of directors deem relevant. Unregistered Sales of Equity Securities Not applicable.
Stockholders As of February 26, 2025, we had 163,202,105 shares of Class A common stock issued and outstanding held of record by 303 holders, 19,937,500 shares of Class B common stock issued and outstanding held of record by two holders, and 3,833,319 public warrants held of record by two holders and 135,000 private placement warrants issued in connection with HighCape’s initial public offering held of record by three holders, each exercisable for one share of Class A Common Stock at a price of $11.50 per share.
Stockholders As of February 25, 2026, we had 196,431,273 shares of Class A common stock issued and outstanding held of record by 308 holders, 19,937,500 shares of Class B common stock issued and outstanding held of record by two holders, and 3,833,317 public warrants held of record by two holders and 135,000 private placement warrants issued in connection with HighCape’s initial public offering held of record by three holders, each exercisable for one share of Class A Common Stock at a price of $11.50 per share.
Removed
Unregistered Sales of Equity Securities During the year ended December 31, 2024, the Company granted (i) an option to purchase 543,271 shares of the Company’s common stock with an exercise price of $0.98 per share and (ii) 899,305 restricted stock units to certain of our employees as an “inducement” grant under our 2023 Inducement Equity Incentive Plan pursuant to Rule 5635(c)(4) of the Nasdaq Listing Rules.
Added
Issuer Purchases of Equity Securities Not applicable. ITEM 6. [RESERVED] 65 Table of Contents
Removed
We intend to file a registration statement on a Form S-8 to register the shares of common stock underlying these inducement awards prior to the time at which the awards become exercisable or settleable, as applicable. Issuer Purchases of Equity Securities Not applicable. ITEM 6. [RESERVED] 64 Table of Contents

Item 7. Management's Discussion & Analysis

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

68 edited+45 added−20 removed38 unchanged
Biggest changeLiquidity and Capital Resources The following table presents a summary of our consolidated cash flows for operating, investing, and financing activities for the years ended December 31, 2024 and 2023 (in thousands): 2024 2023 Net cash (used in) provided by: Net cash used in operating activities $ (87,795) $ (94,036) Net cash (used in) provided by investing activities (32,675) 143,428 Net cash provided by financing activities 35,876 149 Effect of exchange rate changes on cash and cash equivalents (25) — Net (decrease) increase in cash and cash equivalents $ (84,619) $ 49,541 Net cash used in operating activities For the year ended December 31, 2024, net cash used in operating activities of $87.8 million was primarily due to a net loss of $101.0 million resulting from continued spend on research and development and commercialization efforts, accretion on marketable securities of $8.4 million and a $3.2 million write-down of inventory partially offset by stock-based compensation of $8.9 million, a net increase in cash provided by operating assets and liabilities of $4.6 million due to timing of cash receipts and disbursements, depreciation and amortization of $4.6 million, a change in fair value of warrant liabilities of $3.7 million, and non-cash lease expense of $2.4 million. 72 Table of Contents For the year ended December 31, 2023, the net cash used in operating activities of $94.0 million was primarily due to a net loss of $96.0 million resulting from the continued ramp-up of research and development and commercialization efforts, unrealized net gains on trading securities of $10.7 million, net cash outflows from changes in operating assets and liabilities of $3.2 million due to timing of cash receipts and disbursements and a $3.4 million write-down of inventory, partially offset by stock-based compensation of $8.5 million, realized net losses on trading securities of $5.1 million, depreciation and amortization of $4.2 million and non-cash lease expense of $1.4 million.
Biggest changeLiquidity and Capital Resources The following table presents a summary of our consolidated cash flows for operating, investing, and financing activities for the years ended December 31, 2025 and 2024 (in thousands): 74 Table of Contents 2025 2024 Net cash (used in) provided by: Net cash used in operating activities $ (94,717) $ (87,795) Net cash used in investing activities (28,320) (32,675) Net cash provided by financing activities 95,423 35,876 Effect of exchange rate changes on cash and cash equivalents 12 (25) Net decrease in cash and cash equivalents $ (27,602) $ (84,619) Net cash used in operating activities For the year ended December 31, 2025, net cash used in operating activities of $94.7 million was primarily due to a net loss of $101.3 million, resulting from continued spend on research and development and commercialization efforts, accretion on marketable securities of $8.0 million, net changes in operating assets and liabilities of $4.6 million and a change in fair value of warrant liabilities of $4.2 million, which was primarily driven by the change in the underlying trading price of our Class A common stock.
During the year ended December 31, 2024, we sold and issued 23,425,650 shares of our Class A common stock under the ATM Offering, resulting in gross proceeds of $36.2 million. Net proceeds were $34.8 million after commissions and issuance costs of $1.4 million.
During the year ended December 31, 2024, we sold and issued 23,425,650 shares of our Class A common stock under the 2024 ATM Offering, resulting in gross proceeds of $36.2 million. Net proceeds were $34.8 million after commissions and issuance costs of $1.4 million.
Stock options granted to non-employees are accounted for based on their fair value on the measurement date using the Black-Scholes model. For further information regarding our stock-based compensation and equity incentive plans, please refer to Note 2. Summary of Significant Accounting Policies , and Note 1 1 .
Stock options granted to non-employees are accounted for based on their fair value on the measurement date using the Black-Scholes model. For further information regarding our stock-based compensation and equity incentive plans, please refer to Note 2. Summary of Significant Accounting Policies and Note 1 0 .
We expect that our existing cash and cash equivalents and investments in marketable securities, together with revenue from the sale of our products and services, will be sufficient to meet our liquidity, capital expenditure, and anticipated working capital requirements and fund our operations for at least the next 12 months.
We expect our existing cash and cash equivalents and investments in marketable securities, together with revenue from the sale of our products and services, will be sufficient to meet our liquidity, capital expenditure, and anticipated working capital requirements and fund our operations for at least the next 12 months.
We are a life sciences company focused on proteomics research, with the mission of transforming single-molecule analysis and democratizing its use by providing researchers and clinicians access to the proteome, the set of proteins expressed within a cell.
Overview We are a life sciences company focused on proteomics research, with the mission of transforming single-molecule analysis and democratizing its use by providing researchers and clinicians access to the proteome, the set of proteins expressed within a cell.
We believe that the ability to sequence proteins in a massively parallel fashion and offer a fast analysis time provides NGPS with the potential to unlock significant biological information through improved resolution and unbiased access to the proteome at a speed and scale that is not available today. Traditionally, proteomic workflows to sequence proteins required days or weeks to complete.
We believe in the ability to sequence proteins in a massively parallel fashion and offer a fast analysis time provides NGPS with the potential to unlock significant biological information through improved resolution and unbiased access to the proteome at a speed and scale not available today. Traditionally, proteomic workflows to sequence proteins required days or weeks to complete.
Treasury yield curve in effect at the time of the grant. • Expected Stock Price Volatility : We determined expected annual equity volatility based on the combination of the historical volatility of our common stock and the historical volatility of the common stock comparable to our common stock. • Dividend Yield : Because we have never paid a dividend and do not expect to begin doing so in the foreseeable future, we assume no dividend yield in valuing the stock-based awards. • Exercise Price : The exercise price is taken directly from the grant notice issued to employees and non-employees.
Treasury yield curve in effect at the time of the grant. • Expected Stock Price Volatility : We determined expected annual equity volatility based on the combination of the historical volatility of our common stock and the historical volatility of the common stock comparable to our common stock. 69 Table of Contents • Dividend Yield : Because we have never paid a dividend and do not expect to begin doing so in the foreseeable future, we assume no dividend yield in valuing the stock-based awards. • Exercise Price : The exercise price is taken directly from the grant notice issued to employees and non-employees.
We have developed a proprietary universal single-molecule detection platform that we are applying to proteomics to enable Next-Generation Protein Sequencing TM (“NGPS”), to sequence proteins in a massively parallel fashion (rather than sequentially, one at a time), which can also be used for the study of nucleic acids.
We have developed a proprietary, universal, single-molecule detection platform that we are applying to proteomics to enable next-gen protein sequencing (“NGPS”) to sequence proteins in a massively parallel fashion (rather than sequentially, one at a time), which can also be used for the study of nucleic acids.
Restructuring On November 21, 2024, we announced that we committed to an organizational restructuring program designed to streamline and focus our overall corporate resources, as well as align required resources to focus on future product development objectives, including its recently announced Proteus™ platform. As a result, we terminated approximately 23% of our 187 employee workforce.
Restructuring In November 2024, we announced that we committed to an organizational restructuring program designed to streamline and focus our overall corporate resources, as well as align required resources to focus on future product development objectives, including our recently announced Proteus platform. As a result, we terminated approximately 23% of our 187 employee workforce.
We consider performance obligation for sales of products satisfied upon shipment of the goods to the customer in accordance with the shipping terms (either upon shipment or delivery), which is when control of the product is deemed to be transferred; this includes instruments and consumables.
We consider performance obligation for sales of products satisfied upon shipment of the goods to the customer in accordance with the shipping terms (either upon shipment or delivery), which is when control of the product is deemed to 68 Table of Contents be transferred; this includes instruments and consumables.
After the completion of the Business Combination, we measure compensation expense for stock-based awards to employees, non-employees and directors based upon the awards’ initial grant-date fair values. Stock-based compensation 67 Table of Contents expense for stock options, restricted stock units and performance awards is recorded over the requisite service period.
After the completion of the Business Combination, we measure compensation expense for stock-based awards to employees, non-employees and directors based upon the awards’ initial grant-date fair values. Stock-based compensation expense for stock options, restricted stock units and performance awards is recorded over the requisite service period.
The Public Warrants and Private Warrants meet the definition of a derivative and we recorded these warrants as long-term liabilities in the Consolidated Balance Sheets at fair value upon the closing of the Business Combination, with subsequent changes in their respective fair values recognized in the Consolidated Statements of Operations and Comprehensive Loss at each reporting date.
The Public Warrants and Private Warrants meet the definition of a derivative and we recorded these warrants as warrant liabilities on the Consolidated Balance Sheets at fair value upon the closing of the Business Combination, with subsequent changes in their respective fair values recognized in the Consolidated Statements of Operations and Comprehensive Loss at each reporting date.
We expect to use our cash and cash equivalents and investments in marketable securities and funds from revenue generated to invest in our continued commercialization efforts, to further invest in research and development, for other operating expenses, business acquisitions and for working capital and general corporate purposes.
We expect to use our cash and cash equivalents and investments in marketable securities and funds from revenue generated to invest in our continued 75 Table of Contents commercialization efforts, to further invest in research and development, for other operating expenses, business acquisitions and for working capital and general corporate purposes.
GAAP. The preparation of these Consolidated Financial Statements requires us to make estimates and assumptions that affect the reported amounts of assets and 66 Table of Contents liabilities and the disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements, as well as expenses incurred during the reporting periods.
The preparation of these Consolidated Financial Statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements, as well as expenses incurred during the reporting periods.
To preserve the right to use such intellectual property, we are required to make annual minimum fixed payments totaling approximately $0.2 million as well as royalties based on net sales if the royalties exceed annual minimum fixed payments. 74 Table of Contents
To preserve the right to use such intellectual property, we are required to make annual minimum fixed payments totaling approximately $0.2 million as well as royalties based on net sales if the royalties exceed annual minimum fixed payments.
On January 3, 2025 , we entered into a securities purchase agreement with certain institutional investors pursuant to which we agreed to issue and sell, in a registered direct offering (the “Registered Direct Offering”) an aggregate of 15,625,000 shares of our Class A common stock at a price of $3.20 per Share.
On January 3, 2025, we entered into a securities purchase agreement with certain institutional investors pursuant to which we agreed to issue and sell, in a registered direct offering (the “January 2025 Registered Direct Offering,” and together with the July 2025 Registered Direct Offering, the “Registered Direct Offerings”) an aggregate of 15,625,000 shares of our Class A common stock at a price of $3.20 per share.
Our platform includes our Platinum NGPS instrument, Platinum Analysis Software, and consumable kits for use with our Platinum instrument. In 2021, we introduced our Platinum early access program to sites with participation from leading academic centers and key industry partners.
Our current platform includes our Platinum ® NGPS line of instruments, Platinum Analysis Software and consumable kits for use with our Platinum line of instruments. In 2021, we introduced our Platinum early access program to sites with participation from leading academic centers and key industry partners.
As of December 31, 2024 , we had cash and cash equivalents and investments in marketable securities totaling $209.6 million . Our future capital requirements may vary from those currently planned and will depend on various factors including the pace and success of product commercialization.
As of December 31, 2025 , we had cash and cash equivalents and investments in marketable securities totaling $215.8 million . Our future capital requirements may vary from those currently planned and will depend on various factors including the pace and success of product commercialization.
We have funded and plan to continue funding these capital expenditures with cash and financing. Contractual Obligations We lease certain facilities and equipment under noncancellable lease agreements that expire at various dates through 2032. As of December 31, 2024 , the future lease payments, before adjustments for tenant incentives, were approximately $26.7 million.
We have funded and plan to continue funding these capital expenditures with cash and financing. Contractual Obligations Leases We lease certain facilities and equipment under noncancellable lease agreements that expire at various dates through 2029. As of December 31, 2025 , the future lease payments, before adjustments for tenant incentives, were approximately $4.6 million.
For discussion and analysis pertaining to the year ended December 31, 2023 overview and highlights as compared to the year ended December 31, 2022 , please refer to the Company’s Annual Report on Form 10-K, as filed with the SEC on February 29, 2024.
For discussion and analysis pertaining to the year ended December 31, 2024 overview and highlights as compared to the year ended December 31, 2023 , please refer to the Company’s Annual Report on Form 10-K, as filed with the SEC on March 3, 2025.
We began a controlled launch of the Platinum instrument and started to take orders in December 2022, and subsequently began a controlled commercial launch of Platinum in January 2023, and then moved to a full commercial launch of Platinum beginning the second quarter of 2024.
We began a controlled launch of the Platinum instrument and started to take orders in December 2022, subsequently began a controlled commercial launch of Platinum in January 2023 and then moved to a full commercial launch of Platinum beginning in the second quarter of 2024. In January 2025, we announced the launch of our Platinum Pro benchtop sequencer.
We began a controlled launch of the Platinum instrument and started to take orders in December 2022, and subsequently began a controlled commercial launch of Platinum in January 2023, and then moved to a full commercial launch of Platinum beginning in the second quarter of 2024.
We began a controlled launch of the Platinum instrument and started to take orders in December 2022, and subsequently began a controlled commercial launch of Platinum in January 2023, and then moved to a full commercial launch of Platinum beginning in the second quarter of 2024. In January 2025, we announced the launch of our Platinum Pro benchtop sequencer.
Research and Development Expenses Research and development expenses primarily consist of personnel costs and benefits, stock-based compensation, lab supplies, consulting and professional services, fabrication services, charges related to product without an alternative future use, facilities costs, software, and other outsourced expenses. Research and development expenses are recognized as incurred.
First shipments of Platinum Pro occurred in March 2025. Research and Development Expenses Research and development expenses primarily consist of personnel costs and benefits, stock-based compensation, lab supplies, consulting and professional services, fabrication services, charges related to product without an alternative future use, facilities costs, software, and other outsourced expenses. Research and development expenses are recognized as incurred.
During the years ended December 31, 2024 and 2023 we identified $3.2 million and $3.4 million, respectively, of product that no longer had an alternative future use and therefore was included as part of research and development expense. There was no such expense identified for the year ended December 31, 2022.
During the years ended December 31, 2025, 2024 and 2023, we identified $1.6 million, $3.2 million and $3.4 million, respectively, of product that no longer had an alternative future use and therefore was included as part of research and development expense.
If adequate funds are not available to us on acceptable terms or otherwise, we may be unable to successfully develop or enhance products and services, respond to competitive pressure or take advantage of acquisition opportunities, any of which could have a material adverse effect on our business, financial condition, operating results and cash flows.
If adequate funds are not available to us on acceptable terms or otherwise, we may be unable to successfully develop or enhance products and services, respond to competitive pressure or take advantage of acquisition opportunities, any of which could have a material adverse effect on our business, financial condition, operating results and cash flows. 76 Table of Contents Related Party Transactions For a description of our related party transactions, please refer to Note 1 6 .
We have no obligation to sell any shares under the Sales Agreement and may at any time suspend solicitation and offers under the EDA. The ATM Offering is being made pursuant to our shelf registration and a prospectus supplement related to the ATM Offering dated December 11, 2024.
We have no obligation to sell any shares under the Leerink Sales Agreement and may at any time suspend solicitation and offers under the Leerink Sales Agreement. The 2025 ATM Offering is being made pursuant to the 2025 Shelf Registration Statement and a prospectus supplement related to the 2025 ATM Offering.
Dividend and Interest Income For the year ended December 31, 2024 , dividend and interest income is derived primarily from fixed income securities and money market mutual funds. For the year ended December 31, 2023 , dividend and interest income was derived from mutual funds.
Dividend Income and Interest Income For the year ended December 31, 2025 and 2024 , dividend income and interest income are derived primarily from fixed income securities and money market mutual funds, respectively.
On December 11, 2024, we entered into an Equity Distribution Agreement (the “Sales Agreement”) with Canaccord Genuity LLC (“Canaccord”) to sell shares of our Class A common stock, par value $0.0001, having an aggregate offering price of up to $75.0 million , from time to time through an “at-the-market” offering program under which Canaccord will act as sales agent (the “ATM Offering”).
On December 11, 2024, we entered into an Equity Distribution Agreement (the “Canaccord Sales Agreement”) with Canaccord to sell shares of our Class A common stock having an aggregate offering price of up to $75.0 million, from time to time through an “at-the-market” offering program under which Canaccord acted as sales agent (the “2024 ATM Offering”).
Our primary uses of liquidity have been operating expenses, capital expenditures and our acquisition of certain assets. Cash flows from operations have been historically negative as we continue to invest in the development of our technology in NGPS.
Additionally, we began to generate revenue during 2023 from commercial sales of our Platinum instrument. Our primary uses of liquidity have been operating expenses, capital expenditures and our acquisition of certain assets. Cash flows from operations have been historically negative as we continue to invest in the development of our technology in NGPS.
Net cash (used in) provided by investing activities For the year ended December 31, 2024, net cash used in investing activities was $32.7 million as compared to net cash provided by investing activities in $143.4 million for the same period in 2023.
Net cash used in investing activities For the year ended December 31, 2025, net cash used in investing activities was $28.3 million as compared to $32.7 million for the same period in 2024.
We forecast capital expenditures in order to execute on our business plan and maintain growth; however, the actual amount and timing of such capital expenditures will ultimately be determined by the volume of business. We anticipate our future capital expenditures will be at approximately the same level as compared to the year ended December 31, 2024.
We forecast capital expenditures in order to execute on our business plan and maintain growth; however, the actual amount and timing of such capital expenditures will ultimately be determined by the volume of business. We currently anticipate our capital expenditures for the year ended December 31, 2026 will be approximately $5.0 million.
We have no obligation to sell any shares under the Sales Agreement and may at any time suspend solicitation and offers under the EDA. The ATM Offering is being made pursuant to our shelf registration and a prospectus supplement related to the ATM Offering dated December 11, 2024.
We had no obligation to sell any shares under the Canaccord Sales Agreement and could at any time suspend solicitation and offers under the Canaccord Sales Agreement. The 2024 ATM Offering was made pursuant to the 2023 Shelf Registration Statement and a prospectus supplement related to the 2024 ATM Offering dated December 11, 2024.
We continue to monitor these supply chain, inflation and interest rate factors, as well as the uncertainty resulting from the overall economic 65 Table of Contents environment.
The Company continues to monitor these supply chain, inflation and interest rate factors, as well as the uncertainty resulting from the overall economic environment.
Stock-based Compensation , in the accompanying notes to our Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K. Inventory Inventory is stated at the lower of cost or net realizable value with cost determined using the first-in, first-out method.
Stock-based Compensation in the accompanying notes to our Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K. Inventory Inventory is stated at the lower of cost or net realizable value with cost determined using the first-in, first-out method. Materials that may be utilized for either commercial or, alternatively, for research and development purposes, are classified as inventory.
The gross proceeds from the Registered Direct Offering were $50.0 million. After deducting estimated placement agents’ fees and other offering expenses payable by the Company, net proceeds were approximately $46.9 million .
The gross proceeds from the January 2025 Registered Direct Offering were $50.0 million. After deducting estimated placement agents’ fees and other offering expenses payable by us, net proceeds recorded as of December 31, 2025 were approximately $46.8 million.
In connection with the Registered Direct Offering, we entered into a placement agency agreement with A.G.P./Alliance Global Partners (the “Placement Agent”), pursuant to which the Placement Agent agreed to serve as the sole placement agent for the Company, on a reasonable best efforts basis.
In connection with both Registered Direct Offerings, we entered into placement agency agreements with A.G.P./Alliance Global Partners (“AGP”), pursuant to which AGP agreed to serve as our sole placement agent on a reasonable best efforts basis.
Revenue, Cost of Revenue and Gross Profit Revenue is derived from sales of products and services. Product revenue is generated from the following sources: (i) sales of our Platinum® instrument, (ii) consumables, which consist of sales of our library preparation kits, sequencing kit (which includes sequencing reagents and semiconductor chips), and (iii) freight revenue, which is recognized upon shipment.
Product revenue is generated from the following sources: (i) sales of our Platinum line of instruments, (ii) consumables kits, including Library Preparation Kits, Sequencing Kit (which includes sequencing reagents and semiconductor chips), and other related reagent kits, and (iii) freight revenue, which is recognized upon shipment.
Selling, general and administrative expenses for the years ended December 31, 2024 and 2023 are as follows (dollars in thousands): 2024 2023 $ Change % Change Selling, general and administrative $ 50,535 $ 44,634 $ 5,901 13.2 % Selling, general and administrative expenses increased by $5.9 million, or 13.2%, for the year ended December 31, 2024 as compared to the same period in 2023.
Selling, general and administrative expenses for the years ended December 31, 2025 and 2024 are as follows (dollars in thousands): 2025 2024 $ Change % Change Selling, general and administrative $ 44,754 $ 50,535 $ (5,781) (11.4 %) Selling, general and administrative expenses decreased by $5.8 million, or 11.4%, for the year ended December 31, 2025 as compared to the same period in 2024.
Other income, net Other income, net, for the years ended December 31, 2024 and 2023 is as follows (dollars in thousands): 2024 2023 $ Change % Change Other (expense) income, net $ (19) $ 366 $ (385) (105.2) % Other (expense) income, net, decreased by $0.4 million, or 105.2%, for the year ended December 31, 2024 as compared to the same period in 2023.
Other expense, net, for the years ended December 31, 2025 and 2024 is as follows (dollars in thousands): 2025 2024 $ Change % Change Other income (expense), net $ 955 $ (19) $ 974 (5126.3) % Other (expense) income, net, increased by $1.0 million, or 5126.3%, for the year ended December 31, 2025 as compared to the same period in 2024.
Related Party Transactions For a description of our related party transactions, please refer to Note 17. Related Party Transactions , in the accompanying notes to the Consolidated Financial Statements included elsewhere in the Annual Report on Form 10-K. Capital Expenditures During the year ended December 31, 2024, capital expenditures were $4.6 million.
Related Party Transactions in the accompanying notes to the Consolidated Financial Statements included elsewhere in the Annual Report on Form 10-K. Capital Expenditures During the year ended December 31, 2025, capital expenditures were $2.5 million.
These decreases were partially offset by a $2.9 million increase in laboratory supplies expense. 70 Table of Contents Selling, General and Administrative Expenses Selling, general and administrative expenses primarily consist of personnel costs and benefits, stock-based compensation, patent and filing fees, consulting and professional services, legal and accounting services, facilities costs, depreciation and amortization expense, insurance and office expenses, product advertising and marketing.
Selling, General and Administrative Expenses Selling, general and administrative expenses primarily consist of personnel costs and benefits, stock-based compensation, patent and filing fees, consulting and professional services, legal and accounting services, facilities costs, depreciation and amortization expense, insurance and office expenses, product advertising and marketing.
Further information regarding the ATM Offering can be found below. Liquidity Outlook Since our inception, we have funded our operations primarily with proceeds from the issuance of equity to private investors, as well as with the proceeds received from the closing of the Business Combination. Additionally, we began to generate revenue during 2023 from commercial sales of our Platinum instrument.
Further information regarding the direct equity and pre-funded warrant offerings can be found below under the header Liquidity Outlook. Liquidity Outlook Since our inception, we have funded our operations primarily with proceeds from the issuance of equity to private investors, as well as with the proceeds received from the closing of the Business Combination.
The gross proceeds from the Registered Direct Offering were $50.0 million. A fter deducting estimated placement agents’ fees and other offering expenses payable by the Company, net proceeds were approximately $46.9 million .
The gross proceeds from the January 2025 Registered Direct Offering were $50.0 million. After deducting estimated placement agents’ fees and other offering expenses payable by us, net proceeds recorded as of December 31, 2025 were approximately $46.8 million.
Within our initial focus market of proteomics, our platform is designed to provide users a seamless opportunity to gain key insights into the immediate state of biological pathways and cell state.
First shipments of Platinum Pro occurred in March 2025. We believe our platform offers a differentiated solution in a rapidly evolving proteomics tools market. Within our initial focus market of proteomics, our platform is designed to provide users a seamless opportunity to gain key insights into the immediate state of biological pathways and cell state.
On January 3, 2025 , we entered into a securities purchase agreement with certain institutional investors pursuant to which we agreed to issue and sell, in a registered direct offering (the “Registered Direct Offering”) an aggregate of 15,625,000 shares of our Class A common stock at a price of $3.20 per Share.
Registered Direct Offerings and Pre-funded Warrants On July 3, 2025, we entered into a securities purchase agreement with a certain institutional investor, pursuant to which we agreed to issue and sell, in a registered direct offering (the “July 2025 Registered Direct Offering”), an aggregate of (i) 18,200,000 shares of our Class A common stock at a price of $1.67 per share and (ii) pre-funded warrants to purchase 11,740,119 shares of Class A common stock (the “Pre-Funded Warrants”).
Research and development expenses for the years ended December 31, 2024 and 2023 are as follows (dollars in thousands): 2024 2023 $ Change % Change Research and development $ 59,641 $ 67,025 $ (7,384) (11.0) % Research and development expenses decreased by $7.4 million, or 11.0%, for the year ended December 31, 2024 as compared to the same period in 2023.
Research and development expenses for the years ended December 31, 2025 and 2024 are as follows (dollars in thousands): 2025 2024 $ Change % Change Research and development $ 53,759 $ 59,641 $ (5,882) (9.9) % 72 Table of Contents Research and development expenses decreased by $5.9 million, or 9.9%, for the year ended December 31, 2025 as compared to the same period in 2024.
On August 11, 2023 , we filed a universal shelf registration statement on Form S-3 (the “Shelf Registration Statement”), which became effective on August 22, 2023 , covering the offering of Class A common stock, preferred stock, debt securities, warrants, rights and units.
On August 11, 2023, we filed a universal shelf registration statement on Form S-3 (the “2023 Shelf Registration Statement”) covering the offering of Class A common stock, preferred stock, debt securities, warrants, rights and units. After the closing of the July 2025 Registered Direct Offering, the remaining capacity of the 2023 Shelf Registration Statement was approximately $13.8 million.
Inventory excess and obsolescence reserves related to cost of revenue were immaterial for the years ended December 31, 2024 and 2023. For further information regarding our significant accounting policies and estimates, please refer to Note 2. Summary of Significant Accounting Policies , in the accompanying notes to our Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K.
Inventory excess and obsolescence reserves related to cost of revenue were $0.7 million and $0.2 million for the years ended December 31, 2025 and 2024, respectively. Inventory excess and obsolescence reserves related to cost of revenue were immaterial for the year ended December 31, 2023. For further information regarding our significant accounting policies and estimates, please refer to Note 2.
Dividend and interest income for the years ended December 31, 2024 and 2023 is as follows (dollars in thousands): 2024 2023 $ Change % Change Dividend and interest income $ 11,366 $ 9,536 $ 1,830 19.2 % Dividend and interest income increased by $1.8 million, or 19.2% for the year ended December 31, 2024 as compared to the same period in 2023.
Dividend income and interest income for the years ended December 31, 2025 and 2024 is as follows (dollars in thousands): 2025 2024 $ Change % Change Dividend income $ 697 $ 1,728 $ (1,031) (59.7 %) Interest income $ 8,964 $ 9,638 $ (674) (7.0 %) Dividend income and interest income decreased by $1.0 million and $0.7 million, respectively, or 59.7% and 7.0%, respectively, for the year ended December 31, 2025 as compared to the same period in 2024.
The increase in cash used was due primarily to an increase of purchases of marketable securities of $245.6 million partially offset by a $68.9 million increase in proceeds from the sales and maturities of marketable securities.
This decrease in cash used was primarily due to a $37.4 million increase in cash provided by proceeds from the sales and maturities of marketable securities and a $2.1 million decrease in purchases of property and equipment partially offset by a $35.1 million increase in cash used for purchases of marketable securities.
On December 11, 2024, we entered into an Equity Distribution Agreement (the “Sales Agreement”) with Canaccord Genuity LLC (“Canaccord”) to sell shares of our Class A common stock, par value $0.0001, having an aggregate offering price of up to $75.0 million , from time to time through an “at-the-market” offering program under which Canaccord will 73 Table of Contents act as sales agent.
Equity Transactions At-the-Market Equity Offering Program On September 26, 2025, we entered into a Sales Agreement (the “Sales Agreement”) with Leerink Partners LLC (“Leerink”), pursuant to which we may offer and sell shares of our Class A common stock having an aggregate offering price of up to $100.0 million, from time to time through an “at-the-market” offering program under which Leerink will act as sales agent (the “2025 ATM Offering”).
Change in warrant liabilities for the years ended December 31, 2024 and 2023 is as follows (dollars in thousands): 2024 2023 $ Change % Change Change in fair value of warrant liabilities $ (3,722) $ (278) $ (3,444) 1238.8 % The change in fair value of warrant liabilities increased by $3.4 million, or 1238.8% for the year ended December 31, 2024 as compared to the same period in 2023.
Change in warrant liabilities for the years ended December 31, 2025 and 2024 is as follows (dollars in thousands): 2025 2024 $ Change % Change Change in fair value of warrant liabilities $ 4,202 $ (3,722) $ 7,924 (212.9) % For the year ended December 31, 2025 we recognized $4.2 million of income from the decrease in the fair value of warrant liabilities as compared to $3.7 million of expense from the increase in fair value of warrant liabilities for the same period in 2024.
Equity Transactions On August 11, 2023 , we filed a universal shelf registration statement on Form S-3 (the “Shelf Registration Statement”), which became effective on August 22, 2023 , covering the offering of Class A common stock, preferred stock, debt securities, warrants, rights and units.
We filed a universal shelf registration statement on Form S-3 and a subsequent amendment to the Form S-3 (the “2025 Shelf Registration Statement”), on September 26, 2025 and October 9, 2025, respectively, covering the offering of Class A common stock, preferred stock, debt securities, warrants, rights and units.
Although we do not expect to be significantly impacted by geopolitical conflicts, we have experienced some constraints in product and material availability and increasing costs required to obtain some materials and supplies as a result of these conflicts on the global economy. As geopolitical conflicts continue or worsen, it may impact our business, financial condition or results of operations.
Although the Company has not been significantly impacted by geopolitical conflicts throughout the world, the Company has experienced certain constraints in product and material availability and increasing costs required to obtain certain materials and supplies as a result of these conflicts on the global economy.
Warrant Liability 68 Table of Contents Outstanding warrants include Public Warrants which were issued as one-third of one redeemable warrant per unit during HighCape’s initial public offering on September 9, 2020, and Private Warrants sold to the Sponsor.
Summary of Significant Accounting Policies in the accompanying notes to our Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K. Warrant Liabilities Outstanding warrants include Public Warrants which were issued as one-third of one redeemable warrant per unit during HighCape’s initial public offering on September 9, 2020, and Private Warrants sold to the Sponsor.
For further information regarding our warrants, please refer to Note 12. Warrant Liabilities . Recently Issued Accounting Pronouncements For a discussion of recently adopted accounting pronouncements and accounting pronouncements pending adoption, please refer to Note 2. Summary of Significant Accounting Policies , in the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K.
Both the Public Warrants and Private Warrants expire on June 10, 2026. For further information regarding our warrants, please refer to Note 1 1 . Warrant Liabilities in the accompanying notes to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K.
Net cash provided by financing activities For the year ended December 31, 2024, net cash provided by financing activities was $35.9 million as compared to $0.1 million for the same period in 2023. This increase in cash provided was due primarily to $34.8 million of net proceeds from the issuance of common stock under the ATM Offering.
Net cash provided by financing activities For the year ended December 31, 2025, net cash provided by financing activities was $95.4 million as compared to $35.9 million for the same period in 2024.
We agreed to pay the Placement Agent an aggregate cash fee equal to 6.0% of the gross proceeds received in the Registered Direct Offering. Critical Accounting Policies and Significant Judgments and Estimates Our management’s discussion and analysis of our financial condition and results of operations is based on our Consolidated Financial Statements, which have been prepared in accordance with U.S.
For further information regarding our equity transactions, please refer to the Liquidity Outlook section below. Critical Accounting Policies and Significant Judgments and Estimates Our management’s discussion and analysis of our financial condition and results of operations is based on our Consolidated Financial Statements, which have been prepared in accordance with U.S. GAAP.
In connection with the restructuring, we recognized one-time cash charges related to severance and other benefits of approximately $2.3 million in 2024 and expect to recognize $0.7 million in the first six months of 2025. In addition, we recognized non-cash expense of approximately $0.1 million in the fourth quarter of 2024 related to stock option modifications.
In connection with the restructurin g, we recognized one-time cash charges related to severance and other benefits of approximately $2.3 million in the fourth quarter of 2024. Our restructuring activities were complete as of December 31, 2024 and, as of December 31, 2025, we do not expect to incur additional charges associated with these activities.
The increase was primarily due to a $4.1 million increase in payroll and payroll-related costs, which includes a $0.7 million increase in stock-based compensation, a $2.1 million increase in legal fees, a $1.0 million increase in outsourced services, a $0.7 million increase in trade show and other marketing-related expenses, a $0.6 million increase in non-income tax expenses and a $0.9 million net increase in other selling, general and administrative expenses.
This decrease was primarily due to a $2.9 million decrease in legal fees, a $2.1 million decrease in payroll, payroll-related and other personnel costs, a $0.6 million decrease in non-income tax expense, a $0.5 million decrease in depreciation expense, a $0.5 million decrease in insurance expense due to lower premiums and a $0.9 million net decrease in other expenses.
We agreed to pay the Placement Agent an aggregate cash fee equal to 6.0% of the gross proceeds received in the Registered Direct Offering. In the future, we may be unable to obtain any required additional financing on terms favorable to us, if at all.
In connection with the Registered Direct Offerings, we agreed to pay AGP an aggregate cash fee equal to 6.0% of the gross proceeds received in the respective offering.
For the year ended December 31, 2023, Other income, net, included a $0.4 million gain for the write off of contingent consideration related to the Majelac acquisition. For further details regarding the acquisition of Majelac, please refer to Note 3. Acquisition , in the accompanying notes to the Consolidated Financial Statements included elsewhere in the Annual Report on Form 10-K.
For further information regarding our restructuring activities, please refer to Note 1 3 . Restructuring in the accompanying notes to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K.
Results of Operations for the Year Ended December 31, 2024 as Compared to the Year Ended December 31, 2023 The following table summarizes the results of our operations for the years ended December 31, 2024 and 2023 (dollars in thousands): 2024 2023 $ Change % Change Revenue Product $ 2,925 $ 1,031 $ 1,894 183.7 % Service 133 51 82 160.8 % Total revenue 3,058 1,082 1,976 182.6 % Cost of revenue 1,458 594 864 145.5 % Gross profit 1,600 488 1,112 227.9 % Operating expenses: Research and development 59,641 67,025 (7,384) (11.0) % Selling, general and administrative 50,535 44,634 5,901 13.2 % Total operating expenses 110,176 111,659 (1,483) (1.3) % Loss from operations (108,576) (111,171) 2,595 (2.3) % Dividend and interest income 11,366 9,536 1,830 19.2 % Unrealized gain on trading securities — 10,690 (10,690) (100.0) % Realized loss on trading securities — (5,103) 5,103 100.0 % Change in fair value of warrant liabilities (3,722) (278) (3,444) 1238.8 % Other (expense) income, net (19) 366 (385) (105.2) % Loss before provision for income taxes (100,951) (95,960) (4,991) 5.2 % Provision for income taxes (56) - (56) nm (1) Net loss $ (101,007) $ (95,960) $ (5,047) 5.3 % (1) “nm” indicates amount is not meaningful.
Summary of Significant Accounting Policies in the accompanying notes to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K. 70 Table of Contents Results of Operations for the Year Ended December 31, 2025 as Compared to the Year Ended December 31, 2024 The following table summarizes the results of our operations for the years ended December 31, 2025 and 2024 (dollars in thousands): 2025 2024 $ Change % Change Revenue Product $ 2,286 $ 2,925 $ (639) (21.8) % Service 150 133 17 12.8 % Total revenue 2,436 3,058 (622) (20.3) % Cost of revenue Product 1,249 1,404 (155) (11.0) % Service 34 54 (20) (37.0) % Total cost of revenue 1,283 1,458 (175) (12.0) % Gross profit 1,153 1,600 (447) (27.9) % Operating expenses: Research and development 53,759 59,641 (5,882) (9.9) % Selling, general and administrative 44,754 50,535 (5,781) (11.4 %) Lease termination expense, net 13,577 — 13,577 nm (1) Legal settlement expense, net of insurance proceeds 5,162 — 5,162 nm (1) Total operating expenses 117,252 110,176 7,076 6.4 % Loss from operations (116,099) (108,576) (7,523) 6.9 % Dividend income 697 1,728 (1,031) (59.7 %) Interest income 8,964 9,638 (674) (7.0) % Change in fair value of warrant liabilities 4,202 (3,722) 7,924 (212.9) % Other income (expense), net 955 (19) 974 (5126.3) % Loss before provision for income taxes (101,281) (100,951) (330) 0.3 % Provision for income taxes (58) (56) (2) 3.6 % Net loss $ (101,339) $ (101,007) $ (332) 0.3 % (1) “nm” indicates change is not meaningful.
Service revenue is generated from service maintenance contracts including Platinum Analysis Software access, and advanced training for instrument use. 69 Table of Contents Cost of revenue primarily consists of product and service costs including material costs, personnel costs and benefits, inbound and outbound freight, packaging, warranty replacement costs, royalty costs, facilities costs, depreciation and amortization expense, and inventory write-offs.
Service revenue is generated from service maintenance contracts including Platinum Analysis Software access, and advanced training for instrument use.
Revenue, Cost of revenue and Gross profit for the years ended December 31, 2024 and 2023 are as follows (dollars in thousands): 2024 2023 $ Change % Change Total revenue $ 3,058 $ 1,082 $ 1,976 182.6 % Cost of revenue 1,458 594 864 145.5 % Gross profit $ 1,600 $ 488 $ 1,112 227.9 % Gross profit margin 52.3 % 45.1 % Total revenue for the sale of Platinum instruments, related reagent kits and service maintenance contracts increased $2.0 million, or 182.6% as compared to the same period in 2023.
Cost of revenue primarily consists of product and service costs including material costs, personnel costs and benefits, inbound and outbound freight, packaging, warranty replacement costs, royalty costs, facilities costs, depreciation and amortization expense, and inventory write-offs. 71 Table of Contents Revenue, Cost of revenue and Gross profit for the years ended December 31, 2025 and 2024 are as follows (dollars in thousands): 2025 2024 $ Change % Change Revenue Product $ 2,286 $ 2,925 $ (639) (21.8) % Service 150 133 17 12.8 % Total revenue 2,436 3,058 (622) (20.3) % Cost of revenue Product 1,249 1,404 (155) (11.0) % Service 34 54 (20) (37.0) % Total cost of revenue 1,283 1,458 (175) (12.0) % Gross profit $ 1,153 $ 1,600 $ (447) (27.9) % Gross profit margin 47.3 % 52.3 % Total revenue for the sale of our Platinum line of instruments, related reagent kits and service maintenance contracts decreased by $0.6 million, or 20.3% for the year ended December 31, 2025 as compared to the same period in 2024.
Unrealized Gain on Trading Securities Unrealized gain on trading securities for the years ended December 31, 2024 and 2023 is as follows (dollars in thousands): 2024 2023 $ Change % Change Unrealized gain on trading securities $ — $ 10,690 $ (10,690) (100.0) % There was no Unrealized gain on trading securities for the year ended December 31, 2024 as compared to a gain of $10.7 million for the same period in 2023.
Total cost of revenue decreased $0.2 million, or 12.0%, for the year ended December 31, 2025 as compared to the same period in 2024 . The change in the cost of revenue is based on the relative volume and revenue decreases for the year ended December 31, 2025 as compared to the prior year.
During the year ended December 31, 2024, we sold and issued 23,425,650 shares of our Class A common stock under the ATM Offering, resulting in gross proceeds of $36.2 million. Net proceeds were $34.8 million after commissions and issuance costs of $1.4 million.
At the time of termination, we had sold 23,425,650 shares of our Class A common stock under the equity distribution agreement for aggregate gross proceeds of $36.2 million.
Change in fair value of warrant liabilities increased $3.7 million for the year ended December 31, 2024 as compared to an increase of $0.3 million for the same period in 2023. This increase was primarily driven by the change in the underlying trading price of our Class A common stock during the periods reported.
These changes in the fair value of warrant liabilities were primarily driven by the change in the underlying trading price of our Class A common stock during the periods reported. Other Expense, Net Other expense, net, typically consists of currency revaluations and income from credit card cash rewards programs.
Removed
Overview Quantum-Si Incorporated (including its subsidiaries, the “Company” or “Quantum-Si”) was incorporated in Delaware on June 10, 2020 as HighCape Capital Acquisition Corp. (“HighCape”). The Company’s legal name became Quantum-Si Incorporated following a business combination on June 10, 2021 between the Company and Q-SI Operations Inc. (formerly Quantum-Si Incorporated) (the “Business Combination”), which was founded in 2013.
Added
For example, our platform could be used for biomarker discovery and disease detection, pathway analysis, immune response, vaccine development, quality assurance and quality control, among other applications. In November 2025, we presented an updated technology and product roadmap that we believe positions us to be a leader in proteomics, including instrumentation, consumable kits and software tools.
Removed
Going forward, we intend to follow a systematic, phased approach to continue to successfully launch updates and enhancements to our platform which can include improvements to our hardware, software and chemistry that works together to produce the overall platform. We believe that our platform offers a differentiated solution in a rapidly evolving proteomics tools market.
Added
We intend to continue to execute on this roadmap through a combination of internal development programs and external partnerships to bring to market the most comprehensive proteomics platform in our industry.
Removed
For example, our platform could be used for biomarker discovery and disease detection, pathway analysis, immune response, vaccine development, quality assurance and quality control, among other applications. Global Developments The macroeconomic climate has experienced, and is continuing to experience, pressure from global developments such as high levels of inflation, global supply chain disruptions and international geopolitical conflicts.
Added
Most importantly, this roadmap includes the development of Proteus TM , our next-generation platform, which was announced in November 2024 and is anticipated to launch by the end of 2026.
Removed
We have taken and will continue to take actions to help mitigate the impact of these economic challenges, but there can be no assurance as to the effectiveness of our efforts going forward.
Added
Proteus aims to provide single-molecule, amino acid level resolution while also providing anticipated significantly higher sequencing output per sample and increased sample throughout per run, automation of the sequencing workflow and automated data analysis as compared to Platinum Pro.
Removed
The severance and other benefits related charge, as well as the expense related to stock option modifications are subject to a number of assumptions, and actual results may differ materially. We may also incur additional costs not currently contemplated due to events that may occur as a result of, or that are associated with, the restructuring.
Added
The Proteus platform is being developed to be a modular, scalable system that allows for expansion in the overall platform, the number of consumables that can be processed concurrently and the overall output of sample data from the platform.
Removed
We substantially completed the restructuring in the fourth quarter of 2024. For further information regarding our restructuring activities, please refer to N ote 14. Restructuring .
Added
The first generation of Proteus and associated sequencing consumables is anticipated to include motion control, liquid handling, and a new on-board single optical system with the ability to accept a new consumable chip that has 66 Table of Contents approximately 80 million features.

… 53 more changes not shown on this page.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

3 edited+0 added−0 removed5 unchanged
Biggest changeWe do not enter into investments for trading or speculative purposes. Based on the short-term nature of our holdings, future interest rate changes are not expected to have a material impact on our marketable securities. Foreign currency risk Presently, we operate our business primarily within the United States, with limited sales outside the United States.
Biggest changeWe do not enter into investments for trading or speculative purposes. Based on the nature of our holdings, future interest rate changes are not expected to have a material impact on our marketable securities. Foreign currency risk Presently, we operate our business primarily within the United States, with limited sales outside the United States.
Interest rate risk As of December 31, 2024 , our marketable securities are comprised primarily of investments in money market funds backed by U.S. government issued securities, U.S. Treasury bills, and high-quality corporate commercial paper. The primary objective of our investments is the preservation of capital to fulfill liquidity needs.
Interest rate risk As of December 31, 2025 , our marketable securities are comprised primarily of investments in money market funds backed by U.S. government issued securities, U.S. Treasury bills, and high-quality corporate commercial paper. The primary objective of our investments is the preservation of capital to fulfill liquidity needs.
As our international operations grow, we will continue to reassess our approach to managing our risk relating to fluctuations in currency rates. 75 Table of Contents
As our international operations grow, we will continue to reassess our approach to managing our risk relating to fluctuations in currency rates. 77 Table of Contents

Other QSIAW 10-K year-over-year comparisons