SEC Filing | MaxCyte Inc

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark one)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from___ to___

Commission File Number: 001-40674

MaxCyte, Inc.

(Exact name of registrant as specified in its charter)


Delaware		52-2210438
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

9713 Key West Avenue, Suite 400

Rockville, Maryland 20850

(Address of principal executive offices including zip code)

Registrant’s telephone number, including area code: (301) 944-1700

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.01 per share	MXCT	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes☒ No☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐	Non-accelerated filer	☒
Smaller reporting company	☒	Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of August 2, 2024, the registrant had 105,089,214 shares of common stock, $0.01 par value per share, issued and outstanding.

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		Page No
PART I. FINANCIAL INFORMATION		3
Item 1.	Financial Statements (Unaudited)	3
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Operations	4
	Condensed Consolidated Statements of Changes in Stockholders’ Equity	5
	Condensed Consolidated Statements of Cash Flows	6
	Notes to Unaudited Condensed Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	29
Item 4.	Controls and Procedures	30
PART II. OTHER INFORMATION		31
Item 1.	Legal Proceedings	31
Item 1A.	Risk Factors	31
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	31
Item 3.	Defaults Upon Senior Securities	31
Item 4.	Mine Safety Disclosures	31
Item 5.	Other Information	31
Item 6.	Exhibits	32
Signatures		33

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PART I. FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements (Unaudited)

MaxCyte, Inc.

Condensed Consolidated Balance Sheets

(in thousands, except share and per share amounts)


	June 30,		December 31,
	2024		2023
		(Unaudited)		(See Note 2)
Assets
Current assets:
Cash and cash equivalents	$	37,513	$	46,506
Short-term investments, at amortized cost		119,817		121,782
Accounts receivable, net		4,581		5,778
Inventory		11,159		12,229
Prepaid expenses and other current assets		2,577		3,899
Total current assets		175,647		190,194

Investments, non-current, at amortized cost		42,481		42,938
Property and equipment, net		21,720		23,513
Right-of-use asset - operating leases		11,008		11,241
Other assets		640		388
Total assets	$	251,496	$	268,274

Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	953	$	743
Accrued expenses and other		7,076		11,269
Operating lease liability, current		878		774
Deferred revenue, current portion		3,368		5,069
Total current liabilities		12,275		17,855

Operating lease liability, net of current portion		17,650		17,969
Other liabilities		310		283
Total liabilities		30,235		36,107

Commitments and contingencies (Note 7)
Stockholders’ equity
Preferred stock, $0.01 par value; 5,000,000 shares authorized and no shares issued and outstanding at June 30, 2024 and December 31, 2023		—		—
Common stock, $0.01 par value; 400,000,000 shares authorized, 104,824,124 and 103,961,670 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively		1,048		1,040
Additional paid-in capital		414,912		406,925
Accumulated deficit		(194,699)		(175,798)
Total stockholders’ equity		221,261		232,167
Total liabilities and stockholders’ equity	$	251,496	$	268,274

See accompanying notes to unaudited condensed consolidated financial statements.

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MaxCyte, Inc.

Unaudited Condensed Consolidated Statements of Operations

(in thousands, except share and per share amounts)


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Revenue	$	10,429	$	9,043	$	21,770	$	17,619
Cost of goods sold		1,488		1,376		2,891		2,376
Gross profit		8,941		7,667		18,879		15,243

Operating expenses:
Research and development		5,619		5,664		12,297		11,711
Sales and marketing		6,617		6,436		13,981		12,732
General and administrative		7,639		7,663		14,742		15,161
Depreciation and amortization		1,034		977		2,102		1,890
Total operating expenses		20,909		20,740		43,122		41,494
Operating loss		(11,968)		(13,073)		(24,243)		(26,251)

Other income:
Interest income		2,593		2,561		5,342		4,857
Total other income		2,593		2,561		5,342		4,857
Loss before income taxes		(9,375)		(10,512)		(18,901)		(21,394)
Provision for income taxes		—		—		—		—
Net loss	$	(9,375)	$	(10,512)	$	(18,901)	$	(21,394)
Basic and diluted net loss per share	$	(0.09)	$	(0.10)	$	(0.18)	$	(0.21)
Weighted average shares outstanding, basic and diluted		104,639,239		103,063,606		104,364,498		102,955,422

See accompanying notes to unaudited condensed consolidated financial statements.

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MaxCyte, Inc.

Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity

(in thousands, except share amounts)


								Total
	Common Stock			Additional		Accumulated		Stockholders’
	Shares	Amount		Paid-in Capital		Deficit		Equity
Balance at January 1, 2023	102,397,913	$	1,024	$	390,819	$	(137,875)	$	253,968
Stock-based compensation expense	—		—		3,277		—		3,277
Exercise of stock options	506,832		5		1,451		—		1,456
Net loss	—		—		—		(10,882)		(10,882)
Balance at March 31, 2023	102,904,745		1,029		395,547		(148,757)		247,819
Stock-based compensation expense	—		—		3,519		—		3,519
Exercise of stock options	229,840		2		155		—		157
Net loss	—		—		—		(10,512)		(10,512)
Balance at June 30, 2023	103,134,585	$	1,031	$	399,221	$	(159,269)	$	240,983


								Total
	Common Stock			Additional		Accumulated		Stockholders’
	Shares	Amount		Paid-in Capital		Deficit		Equity
Balance at January 1, 2024	103,961,670	$	1,040	$	406,925	$	(175,798)	$	232,167
Stock-based compensation expense	—		—		3,015		—		3,015
Exercise of stock options	272,640		3		700		—		703
Vesting of restricted stock units	170,801		1		(1)		—		—
Net loss	—		—		—		(9,526)		(9,526)
Balance at March 31, 2024	104,405,111		1,044		410,639		(185,324)		226,359
Stock-based compensation expense	—		—		3,564		—		3,564
Exercise of stock options	335,837		3		445		—		448
Vesting of restricted stock units	13,966		—		—		—		—
Issuance of common stock under employee stock purchase plan	69,210		1		264		—		265
Net loss	—		—		—		(9,375)		(9,375)
Balance at June 30, 2024	104,824,124	$	1,048	$	414,912	$	(194,699)	$	221,261

See accompanying notes to unaudited condensed consolidated financial statements.

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MaxCyte, Inc.

Unaudited Condensed Consolidated Statements of Cash Flows

(in thousands)


	Six Months Ended June 30,
	2024		2023
Cash flows from operating activities:
Net loss	$	(18,901)	$	(21,394)

Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		2,192		1,988
Non-cash lease expense		233		190
Net book value of consigned equipment sold		21		66
Loss on disposal of fixed assets		361		—
Stock-based compensation		6,579		6,796
Credit loss (recovery) expense		(130)		230
Change in excess/obsolete inventory reserve		137		—
Amortization of discounts on investments		(3,665)		(3,641)

Changes in operating assets and liabilities:
Accounts receivable		1,327		3,990
Accounts receivable - TIA		—		1,912
Inventory		833		(2,542)
Prepaid expense and other current assets		1,322		724
Other assets		(321)		212
Accounts payable, accrued expenses and other		(3,497)		(1,039)
Operating lease liability		(215)		112
Deferred revenue		(1,701)		(2,020)
Other liabilities		27		(13)
Net cash used in operating activities		(15,398)		(14,429)

Cash flows from investing activities:
Purchases of investments		(79,353)		(104,955)
Maturities of investments		85,440		163,320
Purchases of property and equipment		(1,098)		(2,065)
Proceeds from sale of equipment		—		9
Net cash provided by investing activities		4,989		56,309

Cash flows from financing activities:
Proceeds from exercise of stock options		1,151		1,613
Proceeds from issuance of common stock under employee stock purchase plan		265		—
Net cash provided by financing activities		1,416		1,613
Net (decrease) increase in cash and cash equivalents		(8,993)		43,493
Cash and cash equivalents, beginning of period		46,506		11,064
Cash and cash equivalents, end of period	$	37,513	$	54,557

Supplemental disclosure of non-cash investing and financing activities:
Property and equipment purchases included in accounts payable and accrued expenses	$	80	$	496

See accompanying notes to unaudited condensed consolidated financial statements.

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MaxCyte, Inc.

Notes to Unaudited Condensed Consolidated Financial Statements

(in thousands, except par value, share and per share amounts)

1. Organization and Description of Business

MaxCyte, Inc. (the “Company” or “MaxCyte”) was incorporated as a majority-owned subsidiary of EntreMed, Inc. (“EntreMed”) on July 31, 1998, under the laws and provisions of the state of Delaware and commenced operations on July 1, 1999. In November 2002, MaxCyte was recapitalized, and EntreMed was no longer deemed to control the Company.

MaxCyte is a global life sciences company focused on advancing the discovery, development and commercialization of next-generation cell therapies. MaxCyte leverages its proprietary cell engineering technology platform to enable the programs of its biotechnology and pharmaceutical company customers who are engaged in cell therapy, including gene editing and immuno-oncology, as well as in drug discovery and development and biomanufacturing. The Company licenses and sells its instruments and technology and sells its consumables to developers of cell therapies and pharmaceutical and biotechnology companies for use in drug discovery and development and biomanufacturing.

The Company’s registration statement on Form S-1 related to its initial public offering of common stock (the “IPO”) in the United States of America (the “U.S.”) was declared effective on July 29, 2021, and the Company’s common stock began trading on the Nasdaq Global Select Market on July 30, 2021. On August 3, 2021, the Company sold 15,525,000 shares of common stock in the IPO at a price to the public of $13.00 per share, inclusive of 2,025,000 shares issued pursuant to the full exercise of the underwriters’ option to purchase additional shares. The IPO generated gross proceeds to the Company of $201,825. The Company received aggregate net proceeds of $184,268 from the IPO after deducting aggregate underwriting commissions and offering costs of $17,557.

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”) for interim financial information and pursuant to the instructions to Form 10-Q and Article 8 of Regulation S-X of the U.S. Securities and Exchange Commission (the “SEC”). In the Company’s opinion, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of normal recurring adjustments, which are necessary to present fairly the Company’s financial position, results of operations, and cash flows as of and for the periods presented. The condensed consolidated balance sheet at December 31, 2023 has been derived from audited consolidated financial statements as of that date. The unaudited condensed consolidated results of operations are not necessarily indicative of the results that may occur for the full fiscal year or any other future year or period. Certain information and notes disclosure normally included in financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to instructions, rules, and regulations prescribed by the SEC. The Company believes that the disclosures provided herein are adequate to make the information presented not misleading when these unaudited interim condensed consolidated financial statements are read in conjunction with the audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K filed with the SEC on March 12, 2024 (the “2023 Form 10-K”).

Significant Accounting Policies

The Company’s significant accounting policies are disclosed in the notes to its audited consolidated financial statements for the year ended December 31, 2023 included in the 2023 Form 10-K and have not materially changed during the three and six months ended June 30, 2024.

Basis of Consolidation

The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, CCTI, Inc. All significant intercompany balances have been eliminated in consolidation.

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Reclassifications

Certain reclassifications have been made to prior years’ financial statements to conform to current year presentation. These reclassifications had no effect on previously reported results of operations or accumulated deficit.

Concentration of Risk

The Company maintains its cash and cash equivalents with three financial institutions that management believes to be of high credit quality. At times, the Company’s cash balances may exceed federally insured limits and cash may also be deposited in foreign bank accounts that are not covered by federal deposit insurance. The Company does not believe that this results in any significant credit risk beyond the normal credit risk associated with commercial banking relationships.

Significant customers are those that accounted for 10% or more of the Company’s total revenue for the period or accounts receivable as of the end of a reporting period. During both the three and six months ended June 30, 2024, two customers represented 32% of revenue. During the three and six months ended June 30, 2023, two customers represented 27% and 30% of revenue, respectively. As of June 30, 2024, one customer accounted for 16% of accounts receivable. As of December 31, 2023, three customers accounted for 38% of accounts receivable.

Certain components included in the Company’s products are obtained from a single source or a limited group of suppliers. During the three and six months ended June 30, 2024, 21% and 27%, respectively, of the Company’s additions to inventory was from one supplier. During the three and six months ended June 30, 2023, the Company purchased 49% and 55%, respectively of its inventory from one supplier. As of June 30, 2024 and December 31, 2023, no supplier accounted for 10% or more of the Company’s total accounts payable.

Accounts Receivable

Accounts receivable are reduced by an allowance for credit losses, if needed. The Company maintains an allowance for credit losses of an amount equal to anticipated future write-offs. The Company determined that no allowance was necessary as of June 30, 2024. The Company recorded an allowance for expected credit losses of $130 as of December 31, 2023.

Foreign Currency

The Company’s functional currency is the U.S. dollar; transactions denominated in foreign currencies are subject to currency risk. The Company recognized $27 and $35 in foreign currency transaction losses for the three months ended June 30, 2024 and 2023, respectively. The Company recognized $60 and $29 in foreign currency transaction losses for the six months ended June 30, 2024 and 2023, respectively.

Leases

For transactions in which the Company is the lessee, at the inception of a contract, the Company determines if the arrangement is, or contains, a lease. See Note 7 for additional details about leases under which the Company is the lessee.

All transactions in which the Company is the lessor are short-term (one year or less) and have been classified as operating leases. All leases require upfront payments covering the full period of the lease and thus, there are no future payments expected to be received from existing leases. See Note 3 for details on revenue recognition related to lease agreements.

Comprehensive Loss

For the three and six months ended June 30, 2024 and 2023, comprehensive loss equaled net loss; therefore, a separate statement of comprehensive loss is not included in the accompanying condensed consolidated financial statements.

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Loss Per Share

Basic loss per share is computed by dividing net loss available to common stockholders by the weighted average number of shares of common stock outstanding during the period.

For periods of net income, and when the effects are not anti-dilutive, diluted earnings per share is computed by dividing net income available to common stockholders by the weighted-average number of shares outstanding plus the impact of all potential dilutive common shares, consisting primarily of common stock options, restricted stock units, performance stock units and shares under employee stock purchase plans using the treasury stock method.

For periods of net loss, diluted loss per share is calculated similarly to basic loss per share because the impact of all dilutive potential common shares is anti-dilutive. The number of anti-dilutive shares excluded from the computation of diluted loss per share, consisting of shares underlying stock options, restricted stock units, performance stock units, and shares under employee stock purchase plans was 17.3 million for the three and six months ended June 30, 2024 and 18.8 million for the three and six months ended June 30, 2023.

Recent Accounting Pronouncements

The Company has evaluated all issued and unadopted Accounting Standards Updates and believes the adoption of these standards will not have a material impact on its results of operations, financial position, or cash flows.

3. Revenue

Revenue is principally from the sale of instruments and processing assemblies, extended warranties, and the lease of instruments, which lease agreements also include customer-specific milestone payments. In some arrangements, products and services have been sold together representing distinct performance obligations. In these arrangements, the Company allocates the sale price to the various performance obligations in the arrangement on a relative selling price basis. Under this basis, the Company determines the estimated selling price of each performance obligation in a manner that is consistent with that used to determine the price to sell the deliverable on a standalone basis.

Revenue is recognized at the time control is transferred to the customer and the performance obligation is satisfied. Revenue from the sale of instruments and processing assemblies is generally recognized at the time of shipment to the customer, provided that no significant vendor obligations remain and collectability is reasonably assured. Revenue from equipment leases is recognized ratably over the contractual term of the lease agreement and when specific milestones are achieved by a customer. Licensing fee revenue is recognized ratably over the license period. Revenue from fees for research services is recognized when services have been provided.

Disaggregation of Revenue

The following table depicts the disaggregation of revenue by type of contract:


	Three months ended June 30, 2024						Six months ended June 30, 2024
	Revenue from		Revenue
	Contracts		from				Revenue from		Revenue
	with		Lease		Total		Contracts with		from Lease		Total
	Customers		Elements		Revenue		Customers		Elements		Revenue
Product sales	$	4,736	$	—	$	4,736	$	10,096	$	—	$	10,096
Lease elements		—		5,464		5,464		—		11,222		11,222
Other		229		—		229		452		—		452
Total	$	4,965	$	5,464	$	10,429	$	10,548	$	11,222	$	21,770

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	Three months ended June 30, 2023						Six months ended June 30, 2023
	Revenue from		Revenue
	Contracts		from				Revenue from		Revenue
	with		Lease		Total		Contracts with		from Lease		Total
	Customers		Elements		Revenue		Customers		Elements		Revenue
Product sales	$	5,419	$	—	$	5,419	$	10,208	$	—	$	10,208
Lease elements		—		3,421		3,421		—		7,034		7,034
Other		203		—		203		377		—		377
Total	$	5,622	$	3,421	$	9,043	$	10,585	$	7,034	$	17,619

Additional Disclosures Relating to Revenue from Contracts with Customers

Deferred revenue represents payments received for performance obligations not yet satisfied and is presented as current or long-term in the accompanying condensed consolidated balance sheets based on the expected timing and satisfaction of the underlying goods or services. Deferred revenue was $3,677 and $5,352 as of June 30, 2024 and December 31, 2023, respectively. During the three and six months ended June 30, 2024, the Company recognized $2,547 and $4,057 of revenue, respectively, that was included in deferred revenue at the beginning of such periods. During the three and six months ended June 30, 2023, the Company recognized $2,571 and $4,591 of revenue, respectively, that was included in deferred revenue at the beginning of such periods.

Remaining contract consideration for which revenue has not been recognized due to unsatisfied performance obligations with a duration greater than one year as of June 30, 2024 was $408, of which the Company expects to recognize $98 in one year or less, $98 in one to two years, $49 in two to three years, and $163 thereafter.

For the three and six months ended June 30, 2024 and 2023, the Company did not incur, and therefore did not defer, any material incremental costs to obtain contracts or costs to fulfill contracts.

4. Stockholders’ Equity

Common Stock

During the six months ended June 30, 2024, the Company issued 608,477 shares of common stock as a result of stock option exercises, receiving gross proceeds of $1,151, issued 184,767 shares from the vesting of restricted stock units, and issued 69,210 shares to employees pursuant to the MaxCyte, Inc. 2021 Employee Stock Purchase Plan, (the “ESPP”) receiving gross proceeds of $265.

Preferred Stock

The Company’s certificate of incorporation authorizes the issuance of up to 5,000,000 shares of preferred stock, par value $0.01 per share. As of June 30, 2024 and December 31, 2023, no shares of preferred stock were issued or outstanding.

Stock Incentive Plans

The Company adopted the MaxCyte, Inc. Long-Term Incentive Plan (the “2016 Plan”) in January 2016 to provide for the awarding of (i) stock options, (ii) restricted stock, (iii) incentive shares, and (iv) performance awards, in each case, to employees, officers, and directors of the Company and to other individuals as determined by the Board of Directors.

In December 2021, the Company adopted the MaxCyte, Inc. 2021 Inducement Plan (the “Inducement Plan”) to provide for the awarding of (i) non-qualified stock options; (ii) stock appreciation rights; (iii) restricted stock awards; (iv) restricted stock unit awards; (v) performance awards; and (vi) other awards, in each case, only to persons eligible to receive grants of awards who satisfy the standards for inducement grants under Nasdaq Marketplace Rule 5635(c)(4) or 5635(c)(3), if applicable, and the related guidance under Nasdaq IM 5635-1. The Board of Directors reserved 2,500,000 shares for issuance under the Inducement Plan.

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In May 2022, the Company’s Board of Directors adopted, and in June 2022, the Company’s stockholders approved, the MaxCyte, Inc. 2022 Equity Incentive Plan (the “2022 Plan”) to provide for the awarding of (i) incentive stock options, (ii) non-qualified stock options, (iii) stock appreciation rights, (iv) restricted stock awards, (v) restricted stock unit awards, (vi) performance awards, and (vii) other awards. Following the approval of the 2022 Plan, no additional awards can be granted under the 2016 Plan or the Inducement Plan, but all outstanding awards will continue to remain subject to the terms of the applicable plan.

Upon the effectiveness of the 2022 Plan, a total of 3,692,397 shares were initially reserved for issuance pursuant to future awards under the 2022 Plan, consisting of 1,928,000 new shares and 1,764,397 shares previously available under the 2016 Plan. If and to the extent that outstanding options under the 2016 Plan or the Inducement Plan are forfeited, the shares underlying such forfeited options will become available for issuance under the 2022 Plan. At the Company’s Annual Meeting of Stockholders held on June 22, 2023, the Company’s stockholders voted to reserve an additional 6,069,000 shares of issuance pursuant to future awards under the 2022 Plan. At the Company’s Annual Meeting of Stockholders held on June 11, 2024, the Company’s stockholders approved to increase by 2,300,000 the maximum number of shares of common stock authorized to be issued under the 2022 Plan.

At June 30, 2024 and December 31, 2023, there were 6,802,000 and 6,202,000 shares, respectively, available to be issued under the 2022 Plan.

The value of an equity award is recognized as expense on a straight-line basis over the requisite service period. At June 30, 2024, total unrecognized compensation expense was $23,617, which will be recognized over an estimated weighted average period of 2.4 years.

Stock Options

The weighted-average fair value of the stock options granted during the three months ended June 30, 2024 and 2023 was estimated to be $2.45 and $2.09, per option share, respectively. The weighted-average fair value of the stock options granted during the six months ended June 30, 2024 and 2023 was estimated to be $2.28 and $2.05, per option share, respectively.

Restricted Stock Units (“RSUs”)

The weighted-average fair value of the RSUs granted during the three months ended June 30, 2024 and 2023 was estimated to be $4.69 and $3.73 per RSU, respectively. The weighted-average fair value of the RSUs granted during the six months ended June 30, 2024 and 2023 was estimated to be $4.43 and $4.30 per RSU, respectively.

Performance Stock Units (“PSUs”)

During the six months ended June 30, 2024, 550,838 PSUs were awarded to certain members of management and executive officers. The PSU awards represent a number of shares of common stock to be earned if a target level of performance, as approved by the Board of Directors, is achieved. The performance period continues through December 31, 2026. The actual number of shares of common stock underlying the PSUs to be earned will be between 0% and 125% of the target number of PSUs, depending on the level of achievement of such performance metrics. The weighted-average fair value of the PSUs granted during the three and six months ended June 30, 2024 was estimated to be $4.31 per PSU. During the three months ended June 30, 2024, the Company determined that it was probable that the grants will vest at 100% of the target number of PSUs. Stock-based compensation expense for the service period since the grant date of $197 and $395 was recognized in the three and six months ended June 30, 2024, respectively. The Company did not issue PSUs prior to January 2024.

Employee Stock Purchase Plan (“ESPP”)

In May 2023, the Company commenced the initial offering under the ESPP. The ESPP provides an offering period of 24 months, with four purchase periods that are generally six months long (each, a “Purchase Period”). The third Purchase

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Period began on May 20, 2024. The weighted-average fair value of the shares under the ESPP for the three and six months ended June 30, 2024 was $1.38 per share, which the Company will expense over the Purchase Period.

Stock-based Compensation Expense

The Company recorded stock-based compensation expense in the following expense categories of its unaudited condensed consolidated statements of operations:


	Three months ended June 30,				Six months ended June 30,
	2024		2023		2024		2023
General and administrative	$	1,841	$	1,501	$	3,521	$	2,968
Sales and marketing		824		856		1,450		1,600
Research and development		899		1,162		1,608		2,228
Total	$	3,564	$	3,519	$	6,579	$	6,796

5. Consolidated Balance Sheet Components

Inventory

Inventory is carried at the lower of cost or net realizable value. The following tables show the components of inventory:


	June 30,		December 31,
	2024		2023
Raw materials inventory	$	5,411	$	5,694
Finished goods inventory		5,647		5,977
Work in progress		101		558
Total inventory	$	11,159	$	12,229

The Company reserved $499 and $697 in inventory allowance as of June 30, 2024 and December 31, 2023, respectively.

Property and Equipment

Property and equipment are stated at cost. Depreciation is computed using the straight-line method. Leasehold improvements are amortized over the shorter of the estimated lease term or useful life.

Property and equipment include capitalized costs to develop internal-use software. Applicable costs are capitalized during the development stage of the project and include direct internal costs, third-party costs and allocated interest expense as appropriate.

Property and equipment consisted of the following:


	June 30,		December 31,
	2024		2023
Leasehold improvements	$	14,725	$	14,654
Furniture and equipment		12,214		12,288
Internal-use software		4,316		4,106
Instruments		1,969		2,441
Construction in process		387		310
Accumulated depreciation and amortization		(11,891)		(10,286)

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Property and equipment, net

21,720

23,513

During the six months ended June 30, 2024 and 2023, the Company transferred $100 and $107, respectively, of instruments previously classified as inventory to property and equipment leased to customers.

For the three and six months ended June 30, 2024, the Company incurred depreciation and amortization expense of $1,081 and $2,192, respectively. For the three and six months ended June 30, 2023, the Company incurred depreciation and amortization expense of $1,026 and $1,988, respectively.

6. Fair Value

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

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

The Company had no financial assets or liabilities measured at fair value on a recurring basis as of June 30, 2024 and December 31, 2023.

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

Money market funds, U.S. Treasury securities and government agency bonds, commercial paper, and corporate debt instruments classified as held-to-maturity are measured at fair value on a non-recurring basis when they are deemed to be impaired on an other-than-temporary basis. The Company periodically reviews investments to assess for credit impairment. Based on its assessment, all unrecognized holding losses were due to factors other than credit loss, such as changes in interest rates. Therefore, no impairment was recognized during the three and six months ended June 30, 2024 and 2023.

The following table summarizes the Company’s financial instruments that were measured at fair value on a non-recurring basis as of June 30, 2024:


				Gross		Gross
		Amortized		unrecognized		unrecognized		Aggregate
Description	Classification	cost		holding gains		holding losses		fair value
Money market funds and cash equivalents	Cash equivalents	$	30,948	$	—	$	—	$	30,948
Commercial paper	Cash equivalents		4,993		—		—		4,993
Commercial paper	Short-term investments		73,462		9		(52)		73,419
U.S. Treasury securities and government agency bonds	Short-term investments		37,390		1		(55)		37,336
Corporate debt	Short-term investments		8,965		—		(14)		8,951
U.S. Treasury securities and government agency bonds	Long-term investments		39,566		32		(133)		39,465
Corporate debt	Long-term investments		2,915		4		—		2,919
Total cash equivalents, short-term investments and long-term investments		$	198,239	$	46	$	(254)	$	198,031

The following table summarizes the Company’s financial instruments that were measured at fair value on a non-recurring basis as of December 31, 2023:

Gross

Amortized

unrecognized

Aggregate

Description

Classification

cost

holding gains

holding losses

fair value

Money market funds and cash equivalents

Cash equivalents

22,693

—

22,693

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U.S. Treasury securities and government agency bonds	Cash equivalents		20,986		3		—		20,989
Commercial paper	Short-term investments		107,131		100		(1)		107,230
U.S. Treasury securities and government agency bonds	Short‑term investments		14,651		28		(6)		14,673
U.S. Treasury securities and government agency bonds	Long-term investments		42,938		282		(2)		43,218
Total cash equivalents, short-term investments and long-term investments		$	208,399	$	413	$	(9)	$	208,803

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

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

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

The Company measures its long-lived assets, including property and equipment, at fair value on a non-recurring basis. These assets are recognized at fair value when they are deemed to be impaired. No impairment was recognized during the three and six months ended June 30, 2024 and 2023.

7. Commitments and Contingencies

Operating Leases

In May 2021, the Company entered into a lease for its headquarters (the “Headquarters Lease”), consisting of an operating lease agreement, as amended, for new office, laboratory, manufacturing, and other space. The lease term expires on August 31, 2035. Under the Headquarters Lease, the Company has three five-year options to extend the term of the lease. However, the Company is not reasonably certain to exercise any of these options. During the three months ended June 30, 2024 and 2023, the Company paid $435 and $310 included in the measurement of lease liabilities, respectively. During the six months ended June 30, 2024 and 2023, the Company paid $864 and $480 included in the measurement of lease liabilities, respectively.

The Company had no finance leases as of June 30, 2024 and December 31, 2023.

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



	Three months ended June 30,				Six months ended June 30,
	2024		2023		2024		2023
Operating lease cost	$	441	$	358	$	882	$	848
Short-term lease cost		10		10		20		20
Variable lease cost		298		236		596		401
Total lease cost	$	749	$	604	$	1,498	$	1,269



	As of June 30,		As of December 31,
	2024		2023
Operating leases
Assets:
Right-of-use asset - operating leases	$	11,008	$	11,241
Liabilities
Operating lease liability, current	$	878	$	774
Operating lease liabilities, net of current portion		17,650		17,969

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Total operating lease liabilities	$	18,528	$	18,743
Other information
Weighted-average remaining lease term (in years)		11.2		11.7
Weighted-average incremental borrowing rate		7.0%		7.0%

The following table reconciles the remaining minimum lease payments to lease liabilities as of June 30, 2024:


	Operating Leases
Remainder of 2024	$	1,063
2025		2,171
2026		2,225
2027		2,281
2028		2,338
2029 and thereafter		17,156
Total undiscounted lease payments		27,234
Discount factor		(8,706)
Present value of lease liabilities	$	18,528

8. Related Party Transactions

Effective January 1, 2024, the Company entered into a consulting agreement with a member of the Board of Directors to provide consulting services to the Company for a 12-month period for an amount not to exceed $150. During the three and six months ended June 30, 2024, the Company incurred $33 and $64, respectively, pursuant to this consulting agreement.

During the three and six months ended June 30 2024, the Company sold $83 and $84, respectively, in products to a customer whose Chief Executive Officer is a member of the Company’s Board of Directors.

During the three and six months ended June 30, 2024, the Company sold less than $1 in products to a customer whose Board of Directors includes a member who also serves on the Company’s Board of Directors.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our unaudited condensed consolidated financial statements and related notes thereto included in Part I, Item 1 of this Quarterly Report on Form 10-Q, our audited consolidated financial statements and related notes for the year ended December 31, 2023 included in the 2023 Form 10-K, as well as the information contained under Part II, Item 1A “Risk Factors” of this Quarterly Report on Form 10-Q, “Risk Factors” contained in the 2023 Form 10-K and other information provided from time to time in our other filings with the SEC.

Special Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements about us and our industry involve substantial risks, uncertainties, and assumptions, including those described elsewhere in this report. All statements other than statements of historical facts contained in this report, including statements regarding our future results of operations or financial condition, business strategy, and plans and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will” or “would” or the negative of these words or other similar terms or expressions. These forward-looking statements include, but are not limited to, statements concerning the following:

•our expected future growth and the success of our business model;

•the potential payments we may receive pursuant to our Strategic Platform Licenses (“SPLs”);

•

the size and growth potential of the markets for our products, and our ability to serve those markets, increase our market share and achieve and maintain industry leadership;

•

the market acceptance and demand for our technology and products, including in the cell therapeutics and bioprocessing application markets;

•the expected future growth of our manufacturing capabilities and sales, support and marketing capabilities;

•our ability to expand our customer base and enter into additional SPL partnerships;

•

our ability to accurately forecast and manufacture appropriate quantities of our products to meet clinical or commercial demand;

•

our expectations regarding development of the cell therapy market, including projected growth in adoption of non-viral delivery approaches and gene editing manipulation technologies;

•

our expectation that our partners will have access to capital markets to develop and commercialize their cell therapy programs;

•

our ability to maintain our Master File with the U.S. Food and Drug Administration (the “FDA”) and Master and Technical Files in other countries and expand Master and Technical Files into additional countries;

•

our research and development for any future products, including our intention to introduce new instruments and processing assemblies and move into new applications;

•

the development, regulatory approval and commercialization of competing products and our ability to compete with the companies that develop and sell such products;

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•

risks associated with our management transition and our ability to retain and hire senior management and key personnel;

•

regulatory developments in the U.S. and foreign countries;

•

our expectations regarding the period during which we qualify as an emerging growth company under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”);

•

our ability to develop and maintain our corporate infrastructure, including our internal controls;

•

our financial performance and capital requirements;

•

the adequacy of our cash resources and availability of financing on commercially reasonable terms;

•

our expectations regarding our ability to obtain and maintain intellectual property protection for our products, as well as our ability to operate our business without infringing the intellectual property rights of others;

•

general market and economic conditions that may impact investor confidence in the biopharmaceutical industry and affect the amount of capital such investors provide to our current and potential partners; and

•our use of available capital resources.

You should not rely on forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this Quarterly Report on Form 10-Q primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition and operating results. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors described under the caption “Risk Factors” and elsewhere in the 2023 Form 10-K. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this report. The results, events and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this Quarterly Report on Form 10-Q, and while we believe that information provides a reasonable basis for these statements, that information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements.

The forward-looking statements made in this Quarterly Report on Form 10-Q relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statements made in this Quarterly Report on Form 10-Q to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q or to reflect new information or the occurrence of unanticipated events, except as required by law. Given these uncertainties, you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions or joint ventures.

You should read this Quarterly Report on Form 10-Q and the documents that we file from time to time with the SEC with the understanding that our actual future results, levels of activity, performance and events and circumstances may be materially different from what we expect.

In this Quarterly Report on Form 10-Q, unless the context requires otherwise, all references to “we,” “our,” “us,” “MaxCyte” and the “Company” refer to MaxCyte, Inc.

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Trademarks

We have applied for various trademarks that we use in connection with the operation of our business. This Quarterly Report on Form 10-Q includes trademarks, service marks, and trade names owned by us or other companies. All trademarks, service marks, and trade names included in this Quarterly Report on Form 10-Q are the property of their respective owners. Solely for convenience, the trademarks and trade names in this report may be referred to without the ® or ^TM symbols, but such references should not be construed as any indicator that their respective owners will not assert, to the fullest extent under applicable law, their rights thereto.

Overview

We are a leading commercial cell engineering company focused on providing enabling platform technologies to advance the discovery, development, and commercialization of next-generation cell therapeutics including cell and gene therapies and to support innovative cell-based research and development. Over more than two decades, we have developed and commercialized our proprietary Flow Electroporation® technology, which is used by biopharmaceutical companies to facilitate complex engineering of a wide variety of cells. Electroporation is a method of transfection, or the process of deliberately introducing molecules into cells, that involves applying an electric field in order to temporarily increase the permeability of the cell membrane. This precisely controlled increase in permeability allows the intracellular delivery of molecules, such as genetic material and proteins, that would not normally be able to cross the cell membrane as easily.

Our ExPERT platform, which is based on our Flow Electroporation technology, has been designed to address this rapidly expanding cell therapy market and can be utilized across the continuum of the high-growth cell therapy sector, from discovery and development through commercialization of next-generation, cell-based medicines. The ExPERT™ family of products includes four instruments, which we call the ATx™, STx™, GTx™ and VLx™, as well as a portfolio of proprietary related disposables and consumables. Our disposables and consumables include processing assemblies (“PAs”) designed for use with our instruments, as well as accessories supporting PAs such as electroporation buffer solution and software protocols. We have garnered meaningful expertise in cell engineering via our internal research and development efforts as well as our customer-focused commercial approach, which includes a growing application scientist team. Our platform is also supported by a robust intellectual property portfolio with more than 150 granted U.S. and foreign patents and more than 95 pending patent applications worldwide.

From leading commercial cell therapy drug and biologic developers and top biopharmaceutical companies to top academic and government research institutions, including the U.S. National Institutes of Health, our customers have extensively validated our technology. We believe the features and performance of our platform have led to sustained customer engagement. Our existing customer base, which includes but is not limited to our 28 SPL partners, ranges from large biopharmaceutical companies, including a majority of the top 25 pharmaceutical companies based on 2023 global revenue, to hundreds of biotechnology companies and academic centers focused on translational research. Our Flow Electroporation technology is used by one of our SPL partners to engineer the first ex-vivo cell therapy approved by the FDA in December 2023.

Since our inception, we have incurred significant operating losses. Our ability to generate revenue sufficient to achieve profitability will depend on the successful further development, commercialization adoption, and market acceptance of our products. We generated revenue of $21.8 million and incurred a net loss of $18.9 million for the six months ended June 30, 2024. As of June 30, 2024, we had an accumulated deficit of $194.7 million. We expect to continue to incur net losses as we focus on growing commercial sales of our products in both the U.S. and international markets, including growing our sales force, scaling our manufacturing operations, and continuing research and development efforts to develop new products and further enhance our existing products.

Recent Developments

Throughout the first half of 2024, we have continued to enter into SPL agreements with our cell therapy customers. These agreements, which are discussed in more detail under the caption “Results of Operations” below, provide us with revenue from instrument sales and leases and disposables sales as well as pre-commercial milestones based on progress of our partners’ programs through the clinic and sales-based payments upon commercialization of our partners’ programs. In the

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first half of 2024, we signed SPL agreements with five new partners: Lion TCR, Imugene, Wugen, Be Biopharma, and Legend Biotech. We continue to grow our SPL pipeline and, while the specific timing of any agreement is uncertain, we look forward to continuing to build on our existing SPL partnerships and develop additional SPL partnerships in the future.

Results of Operations

Comparison of the Three Months Ended June 30, 2024 and 2023

The following table sets forth our results of operations for the periods presented:


Three Months Ended
June 30,
2024		2023

	(in thousands)