0001558370-23-003911 | 10-K | XBRL Viewer

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Stockholders' Equity - Stock option activity (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Number of Options
Outstanding at beginning of period (in shares)	12,433,739	12,864,230
Granted (in shares)	4,408,400	4,117,956
Exercised (in shares)	(1,195,208)	(2,490,629)
Forfeited (in shares)	(1,285,839)	(2,057,818)
Outstanding at end period (in shares)	14,361,092	12,433,739	12,864,230
Exercisable (in shares)	7,653,735
Weighted Average Exercise Price
Weighted Average Exercise Price per Share Outstanding at beginning period (in dollars per share)	$ 6.03	$ 2.11
Weighted Average Exercise Price per Share Granted (in dollars per share)	6.45	13.96
Weighted Average Exercise Price per Share Exercised (in dollars per share)	2.38	1.44
Weighted Average Exercise Price per Share Forfeited (in dollars per share)	7.31	4.54
Weighted Average Exercise Price per Share Outstanding at end of period (in dollars per share)	5.94	$ 6.03	$ 2.11
Weighted Average Exercise Price per Share Exercisable (in dollars per share)	$ 4.15
Weighted Average Remaining Contractual Contractual Life (in years)
Weighted Average Remaining Contractual Life Outstanding (in Years)	7 years 2 months 12 days	7 years 6 months	7 years 1 month 6 days
Exercisable (Weighted Average Remaining Contractual Term (in Years)	5 years 9 months 18 days
Aggregate Intrinsic Value.
Aggregate Intrinsic Value Outstanding	$ 66,547,300	$ 65,576,300
Aggregate Intrinsic Value, Exercised	4,163,300	25,133,200
Aggregate Intrinsic Value Outstanding	23,825,000	$ 66,547,300	$ 65,576,300
Aggregate Intrinsic Value, Exercisable	$ 21,348,700

Debt

12 Months Ended

Dec. 31, 2022

Debt

Debt

In 2019, the Company entered into a credit facility with MidCap Financial SBIC, LP (“MidCap”) that provided for a $5 million term loan maturing on November 1, 2024. In March 2021, the Company repaid the MidCap loan in full. The Company incurred fees of $260,000 associated with early repayment of the loan. The unamortized debt discounts and fees were expensed and recorded as interest expense.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

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+ Details

Document and Entity Information - USD ($) $ in Millions	12 Months Ended
Document and Entity Information - USD ($) $ in Millions	Dec. 31, 2022	Mar. 08, 2023	Jun. 30, 2022
Document and Entity Information [Abstract]
Document Type	10-K
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2022
Entity File Number	001-40674
Entity Registrant Name	MaxCyte, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	52-2210438
Entity Address, Address Line One	9713 Key West Avenue
Entity Address, Address Line Two	Suite 400
Entity Address, City or Town	Rockville
Entity Address State Or Province	MD
Entity Address, Postal Zip Code	20850
City Area Code	301
Local Phone Number	944-1700
Title of 12(b) Security	Common stock, par value $0.01 per share
Trading Symbol	MXCT
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
ICFR Auditor Attestation Flag	false
Auditor Name	CohnReznick LLP
Auditor Firm ID	596
Auditor Location	Tysons, Virginia
Entity Shell Company	false
Entity Public Float			$ 408.8
Entity Common Stock, Shares Outstanding		102,904,745
Entity Central Index Key	0001287098
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Amendment Flag	false

Fair Value

12 Months Ended

Dec. 31, 2022

Fair Value

Fair Value

7.	Fair Value

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

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

The Company had an outstanding warrant accounted for as a liability and measured at fair value on a recurring basis, using Level 3 inputs. The lender exercised the warrant, in whole, in August 2021 (see Note 5). The Company did not have any outstanding warrants at December 31, 2022 and 2021.

The following table presents the activity for those items measured at fair value on a recurring basis using Level 3 inputs for the year ended December 31, 2021:


	Mark-to-market liabilities — warrant
		Year Ended December 31,
	2021
Balance at January 1	$	441,200
Issuance		—
Change in fair value		645,400
Exercise of warrant		(1,086,600)
Balance at December 31	$	—

The gains and losses resulting from the changes in the fair value of the liability classified warrant were classified as other income or expense in the accompanying 2021 consolidated statements of operations. The fair value of the warrant was determined based on the Black-Scholes option pricing model or other option pricing models as appropriate and included the use of unobservable inputs such as the expected term, anticipated volatility and expected dividends.

The Company has no other financial assets or liabilities measured at fair value on a recurring basis.

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

Money market funds, commercial paper and corporate debt instruments classified as held-to-maturity are measured at fair value on a non-recurring basis when they are deemed to be impaired on an other-than-temporary basis. No such fair value impairment was recognized during the years ended December 31, 2022 or 2021.

The following table summarizes the Company’s financial instruments that were measured at fair value on a non-recurring basis at December 31, 2022:


				Gross		Gross
		Amortized		unrecognized		unrecognized		Aggregate
Description	Classification	cost		holding gains		holding losses		fair value
Money market funds and cash equivalents	Cash equivalents	$	5,741,800	$	—	$	—	$	5,741,800
Commercial paper	Short-term investments		172,740,700		156,400		(235,700)		172,661,400
Corporate debt	Short-term investments		5,792,000		—		(42,700)		5,749,300
US Treasury securities and government agency bonds	Short-term investments		37,742,200		4,500		(196,100)		37,550,600
Total cash equivalents and short-term investments		$	222,016,700	$	160,900	$	(474,500)	$	221,703,100

The following table summarizes the Company’s financial instruments that were measured at fair value on a non-recurring basis at December 31, 2021:


				Gross		Gross
		Amortized		unrecognized		unrecognized		Aggregate
Description	Classification	cost		holding gains		holding losses		fair value
Money market funds	Cash equivalents	$	19,341,500	$	—	$	—	$	19,341,500
Commercial paper	Cash equivalents		25,492,200		4,400		—		25,496,600
Corporate debt	Short-term investments		4,909,200		—		(1,800)		4,907,400
Commercial paper	Short‑term investments		202,352,200		22,900		—		202,375,100
Total cash equivalents and short-term investments		$	252,095,100	$	27,300	$	(1,800)	$	252,120,600

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

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

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

The Company measures its long-lived assets, including property and equipment, at fair value on a non-recurring basis. These assets are recognized at fair value when they are deemed to be impaired. No such fair value impairment was recognized during the years ended December 31, 2022 or 2021.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Fair Value - Financial Instruments (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Cash and Cash Equivalents [Line Items]
Amortized cost	$ 11,064,700	$ 47,782,400
Non-recurring basis
Cash and Cash Equivalents [Line Items]
Amortized cost	222,016,700	252,095,100
Gross unrecognized holding gains	160,900	27,300
Gross unrecognized holding losses	(474,500)	(1,800)
Aggregate fair value	221,703,100	252,120,600
Non-recurring basis \| Money market funds
Cash and Cash Equivalents [Line Items]
Amortized cost		19,341,500
Aggregate fair value		19,341,500
Non-recurring basis \| Commercial paper
Cash and Cash Equivalents [Line Items]
Amortized cost		25,492,200
Gross unrecognized holding gains		4,400
Gross unrecognized holding gains	156,400
Aggregate fair value		25,496,600
Amortized cost	172,740,700	202,352,200
Gross unrecognized holding gains		22,900
Gross unrecognized holding losses	(235,700)
Aggregate fair value	172,661,400	202,375,100
Non-recurring basis \| Corporate debt
Cash and Cash Equivalents [Line Items]
Amortized cost	5,792,000	4,909,200
Gross unrecognized holding losses	(42,700)	(1,800)
Aggregate fair value	5,749,300	$ 4,907,400
Non-recurring basis \| US Treasury securities and government agency bonds
Cash and Cash Equivalents [Line Items]
Gross unrecognized holding gains	4,500
Amortized cost	37,742,200
Gross unrecognized holding losses	(196,100)
Aggregate fair value	37,550,600
Non-recurring basis \| Money market funds
Cash and Cash Equivalents [Line Items]
Amortized cost	5,741,800
Aggregate fair value	$ 5,741,800

Commitments and Contingencies

12 Months Ended

Dec. 31, 2022

Commitments and Contingencies.

Commitments and Contingencies

9.	Commitments and Contingencies

Leases

Operating Leases

The Company was a party to various leases for office and laboratory and other space that were terminated in 2022. One portion of leased space was an operating lease (the “Original Headquarters Lease”), which was originally scheduled to expire in October 2023. The Original Headquarters Lease was early terminated as allowed for under the lease on June 9, 2022. The Company was also a sublessee of certain additional office, laboratory, and other space under several subleases (the “Original Headquarters Subleases”) that were originally scheduled to expire in October 2023, all of which were terminated as allowed for under the subleases on various dates between June and August 2022.

A member of the Company’s board of directors is the Chief Executive Officer and a member of the board of directors of the sublandlord under the Original Headquarters Subleases, and the Company’s Chairman is also a member of the sublandlord’s board of directors. The Company’s rent payments to the sublandlord totaled $296,300 and $692,000 in the years ended December 31, 2022 and 2021, respectively.

In May 2021, the Company entered into a lease for its new headquarters (the “New Headquarters Lease”), consisting of an operating lease agreement, as amended, for new office, laboratory, manufacturing and other space. The New Headquarters Lease consists of three phases, with Phase 1 having commenced in December 2021 and Phase 2 having commenced in the first quarter of 2022. Phase 3 will commence no later than November 1, 2023. The current lease term for all phases will expire on August 31, 2035. The Company designed and constructed the leasehold improvements with the approval of the landlord. The New Headquarters Lease agreement includes a landlord-provided tenant improvement allowance (“TIA”) of $6.3 million to offset the cost of construction of leasehold improvements. As of December 31, 2022, the Company had received TIA reimbursements of $4.3 million. Under the New 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.

The initial monthly base rents for Phases 1 and 2 are $66,000 and $72,100, respectively, with such base rent increasing during the initial term by 3% annually on the anniversary of the commencement date. The Company is obligated to pay its portion of real estate taxes and costs related to the lease premises, including costs of operations, maintenance, repair, replacement and management of the new leased premises. The Phase 1 and 2 lease commencements resulted in the Company establishing approximately $10.3 million of ROU assets and $10.2 million of lease liabilities. The Company used an incremental borrowing rate of 6.5% in calculating its Phase 1 and 2 lease liability. The total incremental non-cancellable lease payments under the New Headquarters Lease are approximately $29.6 million over the lease term.

Finance Leases

In 2020, the Company entered into a three-year laboratory equipment lease that provided for monthly payments of approximately $9,200 per month and included an end of lease bargain purchase option. The lease was classified as a finance lease. The Company used a discount rate of 5.5% in calculating its lease liability under this finance lease resulting in the establishment of approximately a $301,700 ROU asset and offsetting lease liabilities.

In August 2021, the Company exercised its purchase option under the finance lease and acquired the associated leased laboratory equipment. At December 31, 2022 and 2021, the Company had no ROU finance asset or lease liability.

All Leases

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



	Year ended December 31,
	2022		2021
Finance lease cost
Amortization of right-of-use asset	$	—	$	55,600
Interest expense		—		7,000
Operating lease cost		1,623,500		714,100
Short-term lease cost		47,400		43,300
Variable lease cost		530,200		302,400
Total lease cost	$	2,201,100	$	1,122,400



	As of December 31,		As of December 31,
	2022		2021
Operating leases
Assets:
Operating lease right-of-use assets	$	9,853,500	$	5,689,300
Liabilities
Current portion of operating lease liabilities	$	156,800	$	527,200
Operating lease liabilities, net of current portion		15,938,100		5,154,900
Total operating lease liabilities	$	16,094,900	$	5,682,100
Other information
Weighted-average remaining lease term (in years)		12.7		11.7
Weighted-average discount rate		6.5%		6.6%

As of December 31, 2022, maturities of lease liabilities that had commenced prior to December 31, 2022 were as follows:


	Operating Leases

2023	$	1,226,700
2024		1,734,500
2025		1,777,700
2026		1,822,100
2027		1,867,700
2028 and thereafter		15,963,200
Total undiscounted lease payments		24,391,900
Discount factor		(8,297,000)
Present value of lease liabilities	$	16,094,900

401(k) Retirement Plan

The Company sponsors a defined-contribution 401(k) retirement plan covering eligible employees. Participating employees may voluntarily contribute up to limits provided by the Internal Revenue Code of 1986, as amended. The Company matches employee contributions equal to 50% of the salary deferral contributions, with a maximum Company contribution of 5% of the employees’ eligible compensation. In the years ended December 31, 2022 and 2021, Company matching contributions amounted to $723,100 and $378,900, respectively.

Debt (Details) - USD ($)	1 Months Ended
Debt (Details) - USD ($)	Mar. 31, 2021	Dec. 31, 2019
Debt Instrument [Line Items]
Early repayment fees	$ 260,000
Term Loan
Debt Instrument [Line Items]
Principal amount		$ 5,000,000

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2022

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

2.	Summary of Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”).

Use of Estimates

The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amount of revenues and expenses during the reporting period. In the accompanying consolidated financial statements, estimates are used for, but not limited to, revenue recognition, stock-based compensation, allowance for doubtful accounts, allowance for inventory obsolescence, accruals for contingent liabilities, deferred taxes and valuation allowance, and the depreciable lives of fixed assets. Actual results could differ from those estimates.

Principles of Consolidation

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

Concentrations of Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, short-term investments and trade receivables. The Company’s cash and cash equivalents balances may exceed federally insured limits and cash may also be deposited in foreign bank accounts that are not covered by federal deposit insurance. The Company does not believe that this results in any significant credit risk. The Company

invests its excess cash in money market funds, commercial paper and corporate debt. The Company has established guidelines relative to credit ratings, diversification and maturities that seek to maintain safety and liquidity.

Significant customers are those that accounted for 10% or more of the Company’s total revenue for the period or accounts receivable as the end of a reporting period. During the years ended December 31, 2022 and 2021, one customer represented 23% and 21% of revenue, respectively. As of December 31, 2022, one customer accounted for 14% of accounts receivable. Two customers accounted for 16% and 13% of accounts receivable, respectively, at December 31, 2021.

Certain components included in the Company’s products are obtained from a single source or a limited group of suppliers. Of the inventory on hand at December 31, 2022 and 2021, the Company purchased approximately 34% and 33%, respectively, from a single supplier. At December 31, 2022, amounts payable to two suppliers totaled 34% of total accounts payable. As of December 31, 2021, amounts payable to one supplier totaled 14% of total accounts payable.

Foreign Currency

The Company’s functional currency is the US Dollar; transactions denominated in foreign currencies are transacted at the exchange rate in effect at the date of each transaction. Differences in exchange rates during the period between the date a transaction denominated in foreign currency is consummated and the date on which it is either settled or at the reporting date are recognized in the consolidated statements of operations as general and administrative expense. For the years ended December 31, 2022 and 2021, the Company recognized $79,100 and $72,000 in foreign currency transaction loss, respectively.

Fair Value

Fair value is the price that would be received from the sale of an asset or paid to transfer a liability assuming an orderly transaction in the most advantageous market at the measurement date. US GAAP establishes a hierarchical disclosure framework which prioritizes and ranks the level of observability of inputs used in measuring fair value. These tiers include:

●

Level 1—Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.

●

Level 2—Observable market-based inputs other than quoted prices in active markets for identical assets or liabilities.

●

Level 3—Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs.

See Note 7 for additional information regarding fair value.

Cash and Cash Equivalents and Short-term Investments

Cash and cash equivalents consist of financial instruments including money market funds and commercial paper with original maturities of less than 90 days. Short-term investments consist of commercial paper and corporate bonds with original maturities greater than 90 days and less than one year. All money market funds, commercial paper and corporate debt instruments are recorded at amortized cost unless they are deemed to be impaired on an other-than-temporary basis, at which time they are recorded at fair value using Level 2 inputs.

Inventory

The Company sells or licenses products to customers. The Company uses the average cost method of accounting for its inventory and adjustments resulting from periodic physical inventory counts are reflected in costs of goods sold in the

period of the adjustment. Inventory is carried at the lower of cost or net realizable value. Inventory that is obsolete or in excess of forecasted usage is written down to its estimated net realizable value based on assumptions about future demand and market conditions. Inventory write-downs are charged to cost of goods sold and establish a new cost basis for the inventory.

Accounts Receivable

Accounts receivable are reduced by an allowance for doubtful accounts, if needed. The allowance for doubtful accounts reflects the best estimate of probable losses determined principally on the basis of historical experience and specific allowances for known troubled accounts. All accounts or portions thereof that are deemed to be uncollectible or to require an excessive collection cost are written off to the allowance for doubtful accounts. The Company determined no allowance was necessary at December 31, 2022 and 2021.

Property and Equipment

Property and equipment are stated at cost. Depreciation is computed using the straight-line method. Office equipment (principally computers) is depreciated over an estimated useful life of three years. Laboratory equipment is depreciated over an estimated useful life of five years. Furniture is depreciated over a useful life of seven years. Leasehold improvements are amortized over the shorter of the estimated lease term or useful life. Instruments represent equipment held at a customer’s site that is typically leased to customers on a short-term basis and is depreciated over an estimated useful life of five years.

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

Management reviews property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of the long-lived asset is measured by a comparison of the carrying amount of the asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the estimated fair value of the assets. The Company recognized no impairment in either of the years ended December 31, 2022 or 2021.

Deferred Offering Costs

The Company capitalizes certain legal, accounting and other third-party fees that are directly associated with in-process equity financings as deferred offering costs (non-current) until such financings are consummated or determined not to be probable of consummation. After consummation of the equity financing, these costs are recorded in stockholders’ equity as a reduction of proceeds received as a result of the offering. If the equity financing is no longer considered probable of being consummated, all deferred offering costs will be charged to operating expenses in the consolidated statement of operations at such time.

During the third quarter of 2021, the Company netted $17.6 million in issuance costs against IPO proceeds (see Note 1) and additional paid-in capital. As of December 31, 2022 and 2021, there were no capitalized deferred offering costs in the consolidated balance sheets.

Revenue Recognition

The Company analyzes contracts to determine the appropriate revenue recognition using the following steps: (i) identification of contracts with customers; (ii) identification of distinct performance obligations in the contract; (iii) determination of contract transaction price; (iv) allocation of contract transaction price to the performance obligations; and (v) determination of revenue recognition based on timing of satisfaction of the performance obligations.

In some arrangements, product and services have been sold together representing distinct performance obligations. In such arrangements the Company allocates the sale price to the various performance obligations in the arrangement on a relative selling price basis. Under this basis, the Company determines the estimated selling price of each performance obligation in a manner that is consistent with that used to determine the price to sell the deliverable on a standalone basis.

The Company recognizes revenue upon the satisfaction of its performance obligation (generally upon transfer of control of promised goods or services to its customers) in an amount that reflects the consideration to which it expects to be entitled in exchange for those goods or services.

The Company defers incremental costs of obtaining a customer contract and amortizes the deferred costs over the period that the goods and services are transferred to the customer. The Company had no material incremental costs to obtain customer contracts in any period presented.

Deferred revenue results from amounts billed in advance to customers or cash received from customers in advance of services being provided.

Cost of Goods Sold

Cost of goods sold primarily consists of costs for raw material parts, contract manufacturer costs, salaries, overhead, leased equipment depreciation and other direct costs related to sales recognized as revenue in the period.

Research and Development Costs

Research and development costs consist of independent proprietary research and development costs and the costs associated with work performed for fees from third parties. Research and development costs are expensed as incurred. Research costs performed for fees paid by customers are included in cost of goods sold.

Stock-Based Compensation Expense

Stock-based compensation expense is measured based on grant-date fair value. The Company grants stock-based awards in exchange for employee, consultant and non-employee director services. The value of the award is recognized as expense on a straight-line basis over the requisite service period.

The Company uses the market closing price of its common stock as reported on the Nasdaq Global Select Market for the fair value of equity awards. The grant-date fair value of stock options is estimated using the Black-Scholes option pricing model for estimating fair value of its stock options granted. Option valuation models, including the Black-Scholes option pricing model, require the input of highly subjective assumptions, and changes in the assumptions used can materially affect the grant-date fair value of an award. These assumptions include the expected volatility, expected dividend yield, risk-free rate of interest and the expected life of the award. Historically, the Company exclusively used identified comparable companies’ stock price volatility to calculate expected volatility for the periods presented due to lack of history with its own common stock available to determine its volatility. Beginning with the third quarter of 2022, the Company has observed sufficient historical information regarding its common stock to use the Company’s common stock for the estimate of volatility in the Black-Scholes option pricing model. Management’s methodology for developing other assumptions has not changed from prior periods. A discussion of management’s methodology for developing each of the assumptions used in the Black-Scholes option pricing model is as follows:

Expected Volatility

Volatility is a measure of the amount by which a financial variable such as a share price has fluctuated (historical volatility) or is expected to fluctuate (expected volatility) during a period. For 2021 and the first two quarters of 2022, the Company identified several public entities of similar size, complexity and stage of development to calculate historical volatility using the volatility of these companies. Beginning with the third

quarter of 2022, the Company estimates its expected stock volatility based on historical volatility of its own common stock.

Expected Dividend Yield

The Company has never declared or paid common stock dividends and has no plans to do so in the foreseeable future. Therefore, the Company used an expected dividend yield of zero.

Risk-Free Interest Rate

This approximates the US Treasury rate for the day of each option grant during the year, having a term that closely resembles the expected term of the option.

Expected Term

This is the period that the options granted are expected to remain unexercised. Options granted have a maximum term of ten years. The Company estimates the expected term of the options to be approximately six years for options, with a majority vesting over a four-year period, using the simplified method. Over time, management intends to track estimates of the expected term of the option term so that estimates will approximate actual behavior for similar options.

Expected Forfeiture Rate

The Company records forfeitures as they occur.

The fair value of stock options was estimated using the Black-Scholes option-pricing model based on the following assumptions during the years ended:


	December 31,
	2022	2021
Expected volatility	44-58%	55-57%
Risk-free interest rate	1.9-4.0%	0.7-1.3%
Expected term (in years)	6	6

Income Taxes

The Company uses the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are determined based on differences between the financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that such tax rate changes are enacted. The measurement of a deferred tax asset is reduced, if necessary, by a valuation allowance if it is more-likely-than-not that all or a portion of the deferred tax asset will not be realized.

Management uses a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return, as well as guidance on derecognition, classification, interest and penalties and financial statement reporting disclosures. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes interest and penalties accrued on any unrecognized tax exposures as a component of income tax expense. The Company has not identified any uncertain income tax positions that could have a material impact on the consolidated financial statements.

The Company is subject to taxation in various jurisdictions in the United States and abroad and remains subject to examination by taxing jurisdictions for 2018 and all subsequent periods. The Company has a federal Net Operating Loss

(“NOL”) carryforward of approximately $93.9 million as of December 31, 2022, of which approximately $32.7 million begins to expire in 2025. Certain of the Company’s NOLs were initially limited on an annual basis pursuant to Section 382 of the Internal Revenue Code of 1986 (“Section 382”), as amended, as a result of a cumulative change in ownership that occurred in 2016; however, as of December 31, 2022 the Company has determined that the cumulative limitation amount exceeds the NOLs subject to the limitation and, as a result, no annual limitation remains.

Leases

Right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. In transactions where the Company is the lessee, at the inception of a contract, the Company determines if the arrangement is, or contains, a lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Lease expense is recognized on a straight-line basis over the lease term.

The Company has made certain accounting policy elections for leases where it is the lessee whereby the Company (i) does not recognize ROU assets or lease liabilities for short-term leases (those with original terms of 12-months or less) and (ii) combines lease and non-lease elements of its operating leases. See Note 9 for additional details about leases where the Company is the lessee.

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

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 and stock purchase warrants using the treasury stock method.

For periods of net loss, diluted loss per share is calculated similarly to basic loss per share because the impact of all dilutive potential common shares is anti-dilutive. The number of anti-dilutive shares, consisting of stock options and restricted stock units excluded from the computation of diluted loss per share, was 15.0 million and 12.4 million for the years ended December 31, 2022 and 2021, respectively.

Recent Accounting Pronouncements

New Accounting Pronouncements Not Yet Adopted

In June 2016, the Financial Accounting Standards Board (“FASB”) issued guidance with respect to measuring credit losses on financial instruments, including trade receivables. The guidance eliminates the probable initial recognition threshold that was previously required prior to recognizing a credit loss on financial instruments. The credit loss estimate can now reflect an entity’s current estimate of all future expected credit losses. Under the previous guidance, an entity only considered past events and current conditions. The guidance is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The adoption of certain amendments of this guidance must be applied on a modified retrospective basis and the adoption of the remaining amendments must be applied on a prospective basis. The Company is currently evaluating the impact, if any, that this new accounting pronouncement will have on its consolidated financial statements.

The Company has evaluated all other 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.

Consolidated Balance Sheet Components (Tables)

12 Months Ended

Dec. 31, 2022

Consolidated Balance Sheet Components

Schedule of inventory


	December 31,		December 31,
	2022		2021
Raw materials inventory	$	5,650,500	$	2,684,100
Finished goods inventory		2,930,300		2,520,500
Total inventory	$	8,580,800	$	5,204,600

Schedule of property and equipment


	December 31,		December 31,
	2022		2021
Leasehold improvements	$	14,195,500	$	641,400
Furniture and equipment		9,516,500		4,914,500
Internal-use software		3,220,500		2,125,600
Instruments		2,440,300		3,208,900
Construction and internal-use software in process		627,400		1,163,200
Accumulated depreciation and amortization		(6,275,500)		(4,372,400)
Property and equipment, net	$	23,724,700	$	7,681,200

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2022	Dec. 31, 2021
Consolidated Balance Sheets
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, authorized (in shares)	5,000,000	5,000,000
Preferred stock, issued (in shares)	0	0
Preferred stock, outstanding (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, authorized (in shares)	400,000,000	400,000,000
Common stock, issued (in shares)	102,397,913	101,202,705
Common stock, outstanding (in shares)	102,397,913	101,202,705

Income Taxes - Income tax expense reconciled (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Taxes
Federal income taxes (benefit) at statutory rates	$ (4,949,900)	$ (4,007,300)
State income taxes (benefit), net of Federal benefit	(968,200)	(959,100)
Excess tax benefits	(562,900)	(6,082,100)
Permanent differences, rate changes and other	3,240,500	2,565,800
Change in valuation allowance	3,240,500	8,482,700
Provision for income taxes
Capitalized R&D expenses	$ 16,100,000

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Revenue - Performance Obligations (Details)	Dec. 31, 2022 USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation	$ 551,400
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation	$ 228,400
Remaining performance obligation expects to recognize as revenue	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation	$ 113,800
Remaining performance obligation expects to recognize as revenue	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation	$ 45,800
Remaining performance obligation expects to recognize as revenue	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation	$ 25,400
Remaining performance obligation expects to recognize as revenue	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Remaining performance obligation	$ 138,000
Remaining performance obligation expects to recognize as revenue	0 years

Summary of Significant Accounting Policies - Accounts Receivable (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Accounts Receivable
Allowance for accounts receivable	$ 0	$ 0

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
Consolidated Statements of Cash Flows - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Cash flows from operating activities:
Net loss	$ (23,570,800)	$ (19,082,200)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	2,697,900	1,423,900
Net book value of consigned equipment sold	76,400	51,600
Loss on disposal of fixed assets	139,500	32,500
Fair value adjustment of liability classified warrant		645,400
Stock-based compensation	11,752,400	7,958,800
Amortization of discounts on short-term investments	(2,667,400)	(70,300)
Non-cash interest expense		5,400
Changes in operating assets and liabilities:
Accounts receivable	(4,777,600)	(1,705,100)
Accounts receivable - TIA	(1,912,400)
Inventory	(3,493,300)	(1,405,800)
Prepaid expense and other current assets	528,600	(2,304,400)
Right of use asset - operating leases	(4,164,200)	(3,806,200)
Right of use asset - finance lease		63,500
Other assets	(492,300)	(282,800)
Accounts payable, accrued expenses and other	(149,700)	2,090,900
Operating lease liability	10,412,800	3,874,900
Deferred revenue	(34,200)	1,903,800
Other liabilities	871,400	(73,500)
Net cash used in operating activities	(14,782,900)	(10,679,600)
Cash flows from investing activities:
Purchases of short-term investments	(290,942,100)	(268,683,600)
Maturities of short-term investments	284,596,000	77,500,000
Purchases of property and equipment	(18,477,200)	(3,834,200)
Proceeds from sale of equipment		4,600
Net cash used in investing activities	(24,823,300)	(195,013,200)
Cash flows from financing activities:
Net proceeds from issuance of common stock		51,808,900
Net proceeds from issuance of common stock upon initial public offering		184,268,400
Principal payments on notes payable		(4,922,400)
Proceeds from exercise of stock options	2,888,500	3,631,200
Principal payments on finance leases		(66,100)
Net cash provided by financing activities	2,888,500	234,720,000
Net (decrease) increase in cash and cash equivalents	(36,717,700)	29,027,200
Cash and cash equivalents, beginning of year	47,782,400	18,755,200
Cash and cash equivalents, end of year	11,064,700	47,782,400
Supplemental cash flow information:
Cash paid for interest		420,900
Supplemental disclosure of non-cash investing and financing activities:
Property and equipment purchases included in accounts payable	363,000	296,400
Reduction of lease right-of-use asset due to early termination	540,000	304,600
Right-of-use assets obtained in exchange for new operating lease obligations	$ 5,476,300	4,804,800
Other liability reduction due to exercise of warrant		$ 1,086,600

Fair Value - Activity of items measured at fair value on a recurring basis using Level 3 inputs (Details) - Mark-to-market liabilities , warrant - Recurring basis - Level 3	12 Months Ended
	Dec. 31, 2021 USD ($)
Activity for items measured at fair value on a recurring basis using Level 3 inputs
Balance, beginning of periods	$ 441,200
Change in fair value	645,400
Exercise of warrant	$ (1,086,600)

Stockholders' Equity (Tables)

12 Months Ended

Dec. 31, 2022

Stockholders' Equity

Summary of stock option activity


				Weighted-
				Average
		Weighted		Remaining
	Number of	Average		Contractual Life	Aggregate
	Options	Exercise Price		(in years)	Intrinsic Value
Outstanding at December 31, 2020	12,864,230	$	2.11	7.1	$	65,576,300
Granted	4,117,956		13.96
Exercised	(2,490,629)		1.44		$	25,133,200
Forfeited	(2,057,818)		4.54
Outstanding at December 31, 2021	12,433,739	$	6.03	7.5	$	66,547,300
Granted	4,408,400		6.45
Exercised	(1,195,208)		2.38		$	4,163,300
Forfeited	(1,285,839)		7.31
Outstanding at December 31, 2022	14,361,092		5.94	7.2	$	23,825,000
Exercisable at December 31, 2022	7,653,735	$	4.15	5.8	$	21,348,700

Schedule of restricted stock unit activity


				Weighted-
				Average
		Weighted		Remaining
	Number of	Average		Contractual Life
	RSUs	Market Price		(in years)
Outstanding at January 1, 2022	—	$	—
Granted	662,900		5.56
Forfeited	(19,300)		5.39
Outstanding at December 31, 2022	643,600		5.57	3.2
Exercisable at December 31, 2022	—	$	—

Schedule of stock-based compensation expense


	Year Ended December 31,
	2022		2021
General and administrative	$	5,621,400	$	4,609,900
Research and development		3,614,200		1,894,100
Sales and marketing		2,516,800		1,454,800
Total	$	11,752,400	$	7,958,800

Stockholders' Equity - Common Stock (Details) £ / shares in Units, $ / shares in Units, £ in Millions		1 Months Ended		3 Months Ended	12 Months Ended
	Aug. 03, 2021 USD ($) $ / shares shares	Feb. 28, 2021 USD ($) shares	Feb. 28, 2021 GBP (£) £ / shares shares	Sep. 30, 2021 USD ($)	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) $ / shares shares	Jul. 31, 2021 $ / shares shares	Feb. 28, 2021 $ / shares
Class of Stock [Line Items]
Shares issued \| shares		5,740,000	5,740,000
Share price \| (per share)			£ 7.00					$ 9.64
Gross proceeds						$ 51,808,900
Gross proceeds from issuance		$ 55,300,000	£ 40.2
Proceeds from exercise of stock options					$ 2,888,500	$ 3,631,200
Cost incurred		3,500,000		$ 17,600,000
Net proceeds		$ 51,800,000
Stock option exercised, shares issued \| shares					1,195,208	2,490,629
Proceeds from Issuance Initial Public Offering						$ 184,268,400
Preferred stock, authorized (in shares) \| shares					5,000,000	5,000,000	5,000,000
Preferred stock, par value (in dollars per share) \| $ / shares					$ 0.01	$ 0.01	$ 0.01
Preferred stock, issued (in shares) \| shares					0	0
Preferred stock, outstanding (in shares) \| shares					0	0
IPO
Class of Stock [Line Items]
Shares issued \| shares	15,525,000
Share price \| $ / shares	$ 13.00
Cost incurred	$ 17,600,000
Proceeds from Issuance Initial Public Offering	$ 184,300,000

Commitments and Contingencies - Retirement Plan and Purchase Commitments (Details) - 401(k) Retirement Plan - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Retirement Plan
Employer match of employee contribution (as a percent)	50.00%
Employer matching contributions	$ 723,100	$ 378,900
Maximum
Retirement Plan
Maximum contribution of employees' eligible compensation (as a percent)	5.00%

Organization and Description of Business

12 Months Ended

Dec. 31, 2022

Organization and Description of Business

Organization and Description of Business

MaxCyte, Inc.

Notes to Consolidated Financial Statements

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 to 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 in the United States (the “IPO”) was declared effective on July 29, 2021, and the Company’s common stock began trading on the Nasdaq Global Select Market on July 30, 2021. On August 3, 2021, the Company issued and sold 15,525,000 shares of common stock in the IPO at a price to the public of $13.00 per share, inclusive of 2,025,000 shares issued pursuant to the full exercise of the underwriters’ option to purchase additional shares. The IPO generated gross proceeds to the Company of $201.8 million. The Company received aggregate net proceeds of $184.3 million from the IPO after deducting aggregate underwriting commissions and offering costs of $17.6 million.

Consolidated Statements of Operations - USD ($)	12 Months Ended
Consolidated Statements of Operations - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Consolidated Statements of Operations
Revenue	$ 44,261,500	$ 33,894,100
Cost of goods sold	5,098,400	3,647,400
Gross profit	39,163,100	30,246,700
Operating expenses:
Research and development	19,514,400	15,407,300
Sales and marketing	18,652,900	13,002,900
General and administrative	25,828,700	18,676,000
Depreciation and amortization	2,527,600	1,349,100
Total operating expenses	66,523,600	48,435,300
Operating loss	(27,360,500)	(18,188,600)
Other income (expense):
Interest and other expense	(126,900)	(1,044,400)
Interest income	3,916,600	150,800
Total other income (expense)	3,789,700	(893,600)
Provision for income taxes
Net loss	$ (23,570,800)	$ (19,082,200)
Basic net loss per share	$ (0.23)	$ (0.21)
Diluted net loss per share	$ (0.23)	$ (0.21)
Weighted average shares outstanding, basic	101,702,664	90,619,057
Weighted average shares outstanding, diluted	101,702,664	90,619,057

Revenue

12 Months Ended

Dec. 31, 2022

Revenue

Revenue

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

Revenue is recognized at the time control is transferred to the customer and the performance obligation is satisfied. Revenue from the sale of instruments and processing assemblies is generally recognized at the time of shipment to the customer, provided 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.

Disaggregated revenue for the year ended December 31, 2022 was as follows:


	Year ended December 31, 2022
	Revenue from		Revenue
	Contracts		from
	with		Lease		Total
	Customers		Elements		Revenue
Product sales	$	27,730,400	$	—	$	27,730,400
Lease elements		—		15,512,600		15,512,600
Other		1,018,500		—		1,018,500
Total	$	28,748,900	$	15,512,600	$	44,261,500

Disaggregated revenue for the year ended December 31, 2021 was as follows:


	Year ended December 31, 2021
	Revenue from		Revenue
	Contracts		from
	with		Lease		Total
	Customers		Elements		Revenue
Product sales	$	20,786,800	$	—	$	20,786,800
Lease elements		—		12,322,700		12,322,700
Other		784,600		—		784,600
Total	$	21,571,400	$	12,322,700	$	33,894,100

Additional disclosures relating to Revenue from Contracts with Customers

Changes in deferred revenue for the years ended December 31, 2022 and 2021 were as follows:


	Year Ended December 31,
	2022		2021
Balance at January 1	$	7,197,000	$	5,014,300
Revenue recognized in the current period from amounts included in the beginning balance		(6,738,400)		(4,828,000)
Current period deferrals, net of amounts recognized in the current period		6,577,100		7,010,700
Balance at December 31	$	7,035,700	$	7,197,000

Remaining contract consideration for which revenue has not been recognized due to unsatisfied performance obligations with a duration greater than one year was $551,400 at December 31, 2022, of which the Company expects to recognize $228,400 in 2023, $113,800 in 2024, $45,800 in 2025, $25,400 in 2026, and $138,000 thereafter.

In the years ended December 31, 2022 and 2021, the Company did not incur, and therefore did not defer, any material incremental costs to obtain contracts or costs to fulfil contracts.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI https://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 9
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130554-203045

+ Details

Consolidated Balance Sheets - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Current assets:
Cash and cash equivalents	$ 11,064,700	$ 47,782,400
Short-term investments, at amortized cost	216,274,900	207,261,400
Accounts receivable	11,654,600	6,877,000
Accounts receivable - TIA (Note 9)	1,912,400
Inventory	8,580,800	5,204,600
Prepaid expenses and other current assets	2,778,800	3,307,400
Total current assets	252,266,200	270,432,800
Property and equipment, net	23,724,700	7,681,200
Right-of-use asset - operating leases	9,853,500	5,689,300
Other assets	809,000	316,700
Total assets	286,653,400	284,120,000
Current liabilities:
Accounts payable	531,800	1,820,300
Accrued expenses and other	8,025,300	6,523,500
Operating lease liability, current	156,800	527,200
Deferred revenue, current portion	6,712,600	6,746,800
Total current liabilities	15,426,500	15,617,800
Operating lease liability, net of current portion	15,938,100	5,154,900
Other liabilities	1,321,600	450,200
Total liabilities	32,686,200	21,222,900
Commitments and contingencies (Note 9)
Stockholders' equity
Preferred stock, $0.01 par value; 5,000,000 shares authorized and no shares issued and outstanding at December 31, 2022 and December 31, 2021
Common stock, $0.01 par value; 400,000,000 shares authorized, 102,397,913 and 101,202,705 shares issued and outstanding at December 31, 2022 and December 31, 2021, respectively	1,024,000	1,012,000
Additional paid-in capital	390,818,500	376,189,600
Accumulated deficit	(137,875,300)	(114,304,500)
Total stockholders' equity	253,967,200	262,897,100
Total liabilities and stockholders' equity	$ 286,653,400	$ 284,120,000

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2022

Commitments and Contingencies.

Schedule of lease costs



	Year ended December 31,
	2022		2021
Finance lease cost
Amortization of right-of-use asset	$	—	$	55,600
Interest expense		—		7,000
Operating lease cost		1,623,500		714,100
Short-term lease cost		47,400		43,300
Variable lease cost		530,200		302,400
Total lease cost	$	2,201,100	$	1,122,400



	As of December 31,		As of December 31,
	2022		2021
Operating leases
Assets:
Operating lease right-of-use assets	$	9,853,500	$	5,689,300
Liabilities
Current portion of operating lease liabilities	$	156,800	$	527,200
Operating lease liabilities, net of current portion		15,938,100		5,154,900
Total operating lease liabilities	$	16,094,900	$	5,682,100
Other information
Weighted-average remaining lease term (in years)		12.7		11.7
Weighted-average discount rate		6.5%		6.6%

Schedule of maturities of operating lease liabilities


	Operating Leases

2023	$	1,226,700
2024		1,734,500
2025		1,777,700
2026		1,822,100
2027		1,867,700
2028 and thereafter		15,963,200
Total undiscounted lease payments		24,391,900
Discount factor		(8,297,000)
Present value of lease liabilities	$	16,094,900

Organization and Description of Business (Details)		1 Months Ended	3 Months Ended	12 Months Ended
Organization and Description of Business (Details)	Aug. 03, 2021 USD ($) $ / shares shares	Feb. 28, 2021 USD ($) shares	Sep. 30, 2021 USD ($)	Dec. 31, 2021 USD ($)	Feb. 28, 2021 £ / shares	Feb. 28, 2021 $ / shares
Product Information [Line Items]
Shares issued \| shares		5,740,000
Share price \| (per share)					£ 7.00	$ 9.64
Net proceeds				$ 184,268,400
Payment of underwriting commissions and offering costs		$ 3,500,000	$ 17,600,000
IPO
Product Information [Line Items]
Shares issued \| shares	15,525,000
Share price \| $ / shares	$ 13.00
Gross proceeds	$ 201,800,000
Net proceeds	184,300,000
Payment of underwriting commissions and offering costs	$ 17,600,000
Underwriter's option
Product Information [Line Items]
Shares issued \| shares	2,025,000

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2022

Summary of Significant Accounting Policies

Schedule of fair value of stock options


	December 31,
	2022	2021
Expected volatility	44-58%	55-57%
Risk-free interest rate	1.9-4.0%	0.7-1.3%
Expected term (in years)	6	6

Consolidated Balance Sheet Components - Property and equipment, Net (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Property and equipment, Net
Accumulated depreciation and amortization	$ (6,275,500)	$ (4,372,400)
Property and equipment, net	23,724,700	7,681,200
Transfer of instruments	265,300	517,000
Depreciation and amortization	2,697,900	1,423,900
Leasehold improvements
Property and equipment, Net
Property and equipment, gross	14,195,500	641,400
Furniture and equipment
Property and equipment, Net
Property and equipment, gross	9,516,500	4,914,500
Internal-use software
Property and equipment, Net
Property and equipment, gross	3,220,500	2,125,600
Instruments
Property and equipment, Net
Property and equipment, gross	2,440,300	3,208,900
Construction and internal-use software in process
Property and equipment, Net
Property and equipment, gross	$ 627,400	$ 1,163,200

Commitments and Contingencies - Finance Leases (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Commitments and Contingencies
Finance lease, right-of-use asset	$ 0	$ 0
Finance Lease, Liability	$ 0	$ 0
Laboratory equipment
Commitments and Contingencies
Finance lease, Term			3 years
Finance lease, Monthly lease payments			$ 9,200
Finance lease, Discount rate			5.50%
Finance lease, right-of-use asset			$ 301,700
Finance Lease, Liability			$ 301,700

Commitments and Contingencies - Maturities of lease liabilities (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Maturities of operating lease liabilities
2023	$ 1,226,700
2024	1,734,500
2025	1,777,700
2026	1,822,100
2027	1,867,700
2028 and thereafter	15,963,200
Total undiscounted lease payments	24,391,900
Discount factor	(8,297,000)
Present value of lease liabilities	16,094,900
Maturities of finance lease liabilities
Present value of lease liabilities	$ 0	$ 0

Fair Value (Tables)

12 Months Ended

Dec. 31, 2022

Fair Value

Schedule of activity for items measured at fair value on a recurring basis using Level 3 inputs


	Mark-to-market liabilities — warrant
		Year Ended December 31,
	2021
Balance at January 1	$	441,200
Issuance		—
Change in fair value		645,400
Exercise of warrant		(1,086,600)
Balance at December 31	$	—

Summary of the Company's cash equivalents and investments

The following table summarizes the Company’s financial instruments that were measured at fair value on a non-recurring basis at December 31, 2022:


				Gross		Gross
		Amortized		unrecognized		unrecognized		Aggregate
Description	Classification	cost		holding gains		holding losses		fair value
Money market funds and cash equivalents	Cash equivalents	$	5,741,800	$	—	$	—	$	5,741,800
Commercial paper	Short-term investments		172,740,700		156,400		(235,700)		172,661,400
Corporate debt	Short-term investments		5,792,000		—		(42,700)		5,749,300
US Treasury securities and government agency bonds	Short-term investments		37,742,200		4,500		(196,100)		37,550,600
Total cash equivalents and short-term investments		$	222,016,700	$	160,900	$	(474,500)	$	221,703,100

The following table summarizes the Company’s financial instruments that were measured at fair value on a non-recurring basis at December 31, 2021:


				Gross		Gross
		Amortized		unrecognized		unrecognized		Aggregate
Description	Classification	cost		holding gains		holding losses		fair value
Money market funds	Cash equivalents	$	19,341,500	$	—	$	—	$	19,341,500
Commercial paper	Cash equivalents		25,492,200		4,400		—		25,496,600
Corporate debt	Short-term investments		4,909,200		—		(1,800)		4,907,400
Commercial paper	Short‑term investments		202,352,200		22,900		—		202,375,100
Total cash equivalents and short-term investments		$	252,095,100	$	27,300	$	(1,800)	$	252,120,600

Stockholders' Equity - Warrant (Details) - £ / shares	1 Months Ended
Stockholders' Equity - Warrant (Details) - £ / shares	Aug. 31, 2021	Nov. 30, 2019
Stockholders' Equity
Warrant to purchase common Stock		71,168
Warrant exercise price		£ 1.09081
Number of shares issued upon exercise of warrant	64,603

Commitments and Contingencies - Operating Leases (Details)	12 Months Ended
	Dec. 31, 2022 USD ($) item	Dec. 31, 2021 USD ($)
Commitments and Contingencies
Incremental non-cancellable lease payments	$ 24,391,900
Right-of-use asset - operating leases	9,853,500	$ 5,689,300
Lease liabilities	16,094,900
Director \| Lease Agreement
Commitments and Contingencies
Lease rent payments	$ 296,300	692,000
New Office and Manufacturing Space
Commitments and Contingencies
Annual increases in base rent (as percentage)	3.00%
Operating lease liability discount rate	6.50%
Incremental non-cancellable lease payments	$ 29,600,000
Tenant improvement allowance		$ 6,300,000
TIA reimbursements	$ 4,300,000
Number of options to extend lease \| item	3
Renewal term	5 years
Right-of-use asset - operating leases	$ 10,300,000
Lease liabilities	10,200,000
Phase I
Commitments and Contingencies
Monthly base lease payments	66,000
Phase II
Commitments and Contingencies
Monthly base lease payments	$ 72,100

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2022

Summary of Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”).

Use of Estimates

Principles of Consolidation

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

Concentrations of Risk

Foreign Currency

Fair Value

●

Level 2—Observable market-based inputs other than quoted prices in active markets for identical assets or liabilities.

●

Level 3—Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs.

See Note 7 for additional information regarding fair value.

Cash and Cash Equivalents and Short-term Investments

Inventory

Accounts Receivable

Property and Equipment

Deferred Offering Costs

Deferred Offering Costs

Revenue Recognition

Deferred revenue results from amounts billed in advance to customers or cash received from customers in advance of services being provided.

Cost of Goods Sold

Research and Development Costs

Stock-Based Compensation Expense

Expected Volatility

quarter of 2022, the Company estimates its expected stock volatility based on historical volatility of its own common stock.

Expected Dividend Yield

The Company has never declared or paid common stock dividends and has no plans to do so in the foreseeable future. Therefore, the Company used an expected dividend yield of zero.

Risk-Free Interest Rate

This approximates the US Treasury rate for the day of each option grant during the year, having a term that closely resembles the expected term of the option.

Expected Term

Expected Forfeiture Rate

The Company records forfeitures as they occur.

The fair value of stock options was estimated using the Black-Scholes option-pricing model based on the following assumptions during the years ended:


	December 31,
	2022	2021
Expected volatility	44-58%	55-57%
Risk-free interest rate	1.9-4.0%	0.7-1.3%
Expected term (in years)	6	6

Income Taxes

Leases

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.

Recent Accounting Pronouncements

New Accounting Pronouncements Not Yet Adopted

Income Taxes

12 Months Ended

Dec. 31, 2022

Income Taxes

Income Taxes

8.	Income Taxes

The Company’s provision (benefit) for income taxes in 2022 and 2021 consisted of the following:


	December 31,
	2022		2021
Current provision (benefit):
Federal	$	—	$	—
State		—		—
Total current provision		—		—
Deferred tax provision (benefit):
Federal		(2,581,400)		(7,780,600)
State		(659,100)		(702,100)
Change in valuation allowance		3,240,500		8,482,700
Total deferred provision		—		—
Total provision (benefit) for income taxes	$	—	$	—

The Company is required to establish a valuation allowance for deferred tax assets if, based on the weight of available evidence, it is more likely than not that some or all the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. The Company considers projected future taxable income and tax planning strategies in making this assessment. As of December 31, 2022 and 2021, the Company established a full valuation allowance against its net deferred tax assets.

Net deferred tax assets as of December 31, 2022 and 2021 are presented in the table below:


	December 31,
	2022		2021
Deferred tax assets:
Net operating loss carryforwards	$	22,297,700	$	22,306,600
Research and experimental expenditures		3,733,100		—
Stock-based compensation		5,649,200		3,177,500
Deferred revenue		1,807,600		1,873,100
Lease liability		4,135,100		1,478,800
Tenant incentive		1,329,500		—
Accruals and other		1,250,200		1,103,900
Deferred tax liabilities:
ROU asset		(2,531,600)		(1,480,700)
Depreciation		(4,605,300)		(70,100)
		33,065,500		28,389,100
Valuation allowance		(33,065,500)		(28,389,100)
Net deferred tax assets	$	—	$	—

The difference between the expected income tax provision (benefit) from applying the U.S. Federal statutory rate to pre-tax income (loss) and the actual income tax provision (benefit) for the years ended December 31, 2022 and 2021 relates primarily to the effect of the following:


	Year Ended December 31,
	2022		2021
Federal income taxes (benefit) at statutory rates	$	(4,949,900)	$	(4,007,300)
State income taxes (benefit), net of Federal benefit		(968,200)		(959,100)
Excess tax benefits		(562,900)		(6,082,100)
Permanent differences, rate changes and other		3,240,500		2,565,800
Change in valuation allowance		3,240,500		8,482,700
Total Income Tax Expense	$	—	$	—

On August 16, 2022, the U.S. Inflation Reduction Act of 2022 (the “Inflation Reduction Act”) was signed into law. The Inflation Reduction Act includes, among other provisions, (i) a new corporate alternative minimum tax of 15 percent on the adjusted financial statement income (AFSI) of corporations with average AFSI exceeding $1.0 billion over a three-year period, and (ii) a new excise tax of 1 percent on the fair market value of net corporate stock repurchases. The provisions of the Inflation Reduction Act are effective for tax years beginning after December 31, 2022. The Company does not expect the Inflation Reduction Act to have a material impact on its provision for income taxes.

The Tax Cuts and Jobs Act of 2017 (TCJA) amended IRC Section 174 to require capitalization of all research and developmental (“R&D”) costs incurred in tax years beginning after December 31, 2021. These costs are required to be amortized over five years if the R&D activities are performed in the United States or over 15 years if the activities were performed outside the United States. The Company capitalized approximately $16.1 million of R&D expenses incurred during the year ended December 31, 2022.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI https://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Summary of Significant Accounting Policies - Foreign Currency (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Summary of Significant Accounting Policies
Foreign currency transaction gains (losses)	$ (79,100)	$ (72,000)

Summary of Significant Accounting Policies - Income Taxes (Details) - Federal $ in Millions	Dec. 31, 2022 USD ($)
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	$ 93.9
Net operating loss carry forward subject to expiration, Federal	$ 32.7

Revenue - Changes in deferred revenue (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Change in Contract with Customer, Liability [Abstract]
Deferred revenue	$ 7,035,700	$ 7,197,000	$ 5,014,300
Revenue recognized	6,738,400	4,828,000
Current period deferrals, net of amounts recognized in the current period	$ 6,577,100	$ 7,010,700

Consolidated Balance Sheet Components

12 Months Ended

Dec. 31, 2022

Consolidated Balance Sheet Components

Consolidated Balance Sheet Components

6. Consolidated Balance Sheet Components

Inventory

The following tables show the components of inventory:


	December 31,		December 31,
	2022		2021
Raw materials inventory	$	5,650,500	$	2,684,100
Finished goods inventory		2,930,300		2,520,500
Total inventory	$	8,580,800	$	5,204,600

The Company determined no allowance for obsolescence was necessary at December 31, 2022 or 2021.

Property and Equipment, Net

Property and equipment, net comprised the following:


	December 31,		December 31,
	2022		2021
Leasehold improvements	$	14,195,500	$	641,400
Furniture and equipment		9,516,500		4,914,500
Internal-use software		3,220,500		2,125,600
Instruments		2,440,300		3,208,900
Construction and internal-use software in process		627,400		1,163,200
Accumulated depreciation and amortization		(6,275,500)		(4,372,400)
Property and equipment, net	$	23,724,700	$	7,681,200

For the years ended December 31, 2022 and 2021, the Company transferred $265,300 and $517,000, respectively, of instruments previously classified as inventory to property and equipment leased to customers.

For the years ended December 31, 2022 and 2021, the Company incurred depreciation and amortization expense of $2,697,900 and $1,423,900, respectively.

Maintenance and repairs are charged to expense as incurred.

Stockholders' Equity - Equity Incentive Plans (Details) - USD ($)	1 Months Ended	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022	Dec. 31, 2021	May 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items].
Granted (in shares)		4,408,400	4,117,956
Long-Term Incentive Plan , 2016
Share-based Compensation Arrangement by Share-based Payment Award [Line Items].
Weighted-average fair value of the options granted		$ 3.48	$ 7.39
Unrecognized compensation expense		$ 26,287,100
Unrecognized compensation expense, recognition period		2 years 8 months 12 days
Inducement Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items].
Number of awards reserved (in shares)	2,500,000		2,500,000
Granted (in shares)	0	855,900
2022 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items].
Awards available to be issued				3,692,397
New shares				1,928,000
Shares available that were transferred from the 2016 Plan				1,764,397
2022 Plan \| RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items].
Weighted Average Market Price, Granted (in dollars per share)		$ 5.56
Unrecognized compensation expense, recognition period		2 years 1 month 6 days

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2022

Income Taxes

Schedule of Components of Income Tax Expense (Benefit)


	December 31,
	2022		2021
Current provision (benefit):
Federal	$	—	$	—
State		—		—
Total current provision		—		—
Deferred tax provision (benefit):
Federal		(2,581,400)		(7,780,600)
State		(659,100)		(702,100)
Change in valuation allowance		3,240,500		8,482,700
Total deferred provision		—		—
Total provision (benefit) for income taxes	$	—	$	—

Schedule of Net deferred tax assets


	December 31,
	2022		2021
Deferred tax assets:
Net operating loss carryforwards	$	22,297,700	$	22,306,600
Research and experimental expenditures		3,733,100		—
Stock-based compensation		5,649,200		3,177,500
Deferred revenue		1,807,600		1,873,100
Lease liability		4,135,100		1,478,800
Tenant incentive		1,329,500		—
Accruals and other		1,250,200		1,103,900
Deferred tax liabilities:
ROU asset		(2,531,600)		(1,480,700)
Depreciation		(4,605,300)		(70,100)
		33,065,500		28,389,100
Valuation allowance		(33,065,500)		(28,389,100)
Net deferred tax assets	$	—	$	—

Schedule of Income tax expense reconciled to the tax computed at statutory rates


	Year Ended December 31,
	2022		2021
Federal income taxes (benefit) at statutory rates	$	(4,949,900)	$	(4,007,300)
State income taxes (benefit), net of Federal benefit		(968,200)		(959,100)
Excess tax benefits		(562,900)		(6,082,100)
Permanent differences, rate changes and other		3,240,500		2,565,800
Change in valuation allowance		3,240,500		8,482,700
Total Income Tax Expense	$	—	$	—

Fair Value - Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis (Details) - Non-recurring basis - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Impairment of short-term investments	$ 0	$ 0
Impairment of long-lived assets	$ 0	$ 0

Summary of Significant Accounting Policies - Loss Per Share (Details) - shares shares in Millions	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Loss Per Share
Anti-dilutive shares excluded from the computation of diluted loss per share	15.0	12.4

Stockholders' Equity

12 Months Ended

Dec. 31, 2022

Stockholders' Equity

Stockholders' Equity

5.	Stockholders’ Equity

Common Stock

In February 2021, the Company completed an equity capital raise on the AIM, a market operated by the London Stock Exchange Plc, issuing 5,740,000 shares of its common stock at a price of ₤7.00 (or approximately $9.64) per share. The transaction generated gross proceeds of ₤40.2 million (or $55.3 million). In conjunction with the transaction, the Company incurred costs of $3.5 million, which resulted in the Company receiving net proceeds of $51.8 million.

In August 2021, the Company completed the IPO and received aggregate net proceeds of $184.3 million (see Note 1). During the year ended December 31, 2021, the Company also issued 2,490,629 shares of common stock as a result of stock option exercises, receiving gross proceeds of $3.6 million.

During the year ended December 31, 2022, the Company issued 1,195,208 shares of common stock as a result of stock option exercises, receiving gross proceeds of $2.9 million.

Preferred Stock

In July 2021, upon stockholder approval, the Company amended its certificate of incorporation to authorize 5,000,000 shares of preferred stock, par value $0.01 per share. As of December 31, 2022 and 2021, no shares of preferred stock were issued or outstanding.

Warrant

In connection with the 2019 credit facility (see Note 4) the Company issued the lender a warrant to purchase 71,168 shares of Common Stock at an exercise price of £1.09081 per share. The warrant was exercisable at any time through the

tenth anniversary of issuance. The warrant was classified as a liability as its strike price is in a currency other than the Company’s functional currency. The warrant was recorded at fair value at the end of each reporting period with changes from the prior balance sheet date recorded on the consolidated statements of operations (see Note 7).

In a cashless settlement in August 2021, the lender fully exercised the warrant in exchange for 64,603 shares of common stock.

Stock Incentive Plans

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

In December 2021, the Company adopted the MaxCyte, Inc. 2021 Inducement Plan (the “Inducement Plan”) to provide for the awarding of (i) non-qualified stock options; (ii) stock appreciation rights; (iii) restricted stock awards; (iv) restricted stock unit awards; (v) performance awards; and (vi) other awards only to persons eligible to receive grants of awards who satisfy the standards for inducement grants under Nasdaq Marketplace Rule 5635(c)(4) or 5635(c)(3), if applicable, and the related guidance under Nasdaq IM 5635-1. The board of directors reserved 2,500,000 shares for issuance under the Inducement Plan, and as of December 31, 2021 no awards had been granted. As of December 31, 2022, options to purchase 855,900 shares had been granted under the Inducement Plan.

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

Upon the effectiveness of the 2022 Plan, a total of 3,692,397 shares were initially reserved for issuance pursuant to future awards under the 2022 Plan, consisting of 1,928,000 new shares and 1,764,397 shares previously available under the 2016 Plan. If and to the extent that outstanding options under the 2016 Plan or the Inducement Plan are forfeited, the shares underlying such forfeited options will become available for issuance under the 2022 Plan.

The Company has not issued performance awards under any plan.

Stock Option Activity

A summary of stock option activity for the years ended December 31, 2022 and 2021 is as follows:


				Weighted-
				Average
		Weighted		Remaining
	Number of	Average		Contractual Life	Aggregate
	Options	Exercise Price		(in years)	Intrinsic Value
Outstanding at December 31, 2020	12,864,230	$	2.11	7.1	$	65,576,300
Granted	4,117,956		13.96
Exercised	(2,490,629)		1.44		$	25,133,200
Forfeited	(2,057,818)		4.54
Outstanding at December 31, 2021	12,433,739	$	6.03	7.5	$	66,547,300
Granted	4,408,400		6.45
Exercised	(1,195,208)		2.38		$	4,163,300
Forfeited	(1,285,839)		7.31
Outstanding at December 31, 2022	14,361,092		5.94	7.2	$	23,825,000
Exercisable at December 31, 2022	7,653,735	$	4.15	5.8	$	21,348,700

The weighted-average fair value of the options granted during the years ended December 31, 2022 and 2021 was estimated to be $3.48 and $7.39, respectively.

The value of a stock option is recognized as expense on a straight-line basis over the requisite service period. As of December 31, 2022, total unrecognized compensation expense for outstanding stock options was $26,287,100, which will be recognized over the next 2.7 years.

Restricted Stock Unit Activity

During the year ended December 31, 2022, the Company issued restricted stock unit awards (“RSUs”) under the 2022 Plan. Each RSU represents the contingent right to receive one share of common stock. The Company had not issued RSUs in any prior period.

RSUs activity for the year ended December 31, 2022 is presented below:


				Weighted-
				Average
		Weighted		Remaining
	Number of	Average		Contractual Life
	RSUs	Market Price		(in years)
Outstanding at January 1, 2022	—	$	—
Granted	662,900		5.56
Forfeited	(19,300)		5.39
Outstanding at December 31, 2022	643,600		5.57	3.2
Exercisable at December 31, 2022	—	$	—

The weighted-average fair value of the RSUs granted during the year ended December 31, 2022 was $5.56.

The value of an RSU is recognized as expense on a straight-line basis over the requisite service period. As of December 31, 2022, total unrecognized compensation expense for outstanding RSUs was $2,914,700, which will be recognized over the next 2.1 years.

Stock-based Compensation Expense

Stock-based compensation expense recognized in connection with stock options and RSUs for the years ended December 31, 2022 and 2021 was classified as follows on the consolidated statements of operations:


	Year Ended December 31,
	2022		2021
General and administrative	$	5,621,400	$	4,609,900
Research and development		3,614,200		1,894,100
Sales and marketing		2,516,800		1,454,800
Total	$	11,752,400	$	7,958,800

Summary of Significant Accounting Policies - Property and Equipment (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Impairment	$ 0	$ 0
Office equipment
Property, Plant and Equipment [Line Items]
Estimated useful life	3 years
Laboratory equipment
Property, Plant and Equipment [Line Items]
Estimated useful life	5 years
Furniture and equipment
Property, Plant and Equipment [Line Items]
Estimated useful life	7 years
Property and equipment, gross	$ 9,516,500	4,914,500
Instruments
Property, Plant and Equipment [Line Items]
Estimated useful life	5 years
Property and equipment, gross	$ 2,440,300	$ 3,208,900

Summary of Significant Accounting Policies - Stock-Based Compensation (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items].
Expected dividend yield	0.00%
Stock option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items].
Expected volatility, minimum	44.00%	55.00%
Expected volatility, maximum	58.00%	57.00%
Risk-free interest rate, minimum	1.90%	0.70%
Risk-free interest rate, maximum	4.00%	1.30%
Expected term (in years)	6 years	6 years
Vesting period	4 years
Stock option \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items].
Expected term (in years)	10 years

Revenue (Tables)

12 Months Ended

Dec. 31, 2022

Revenue

Schedule of disaggregation of revenue

Disaggregated revenue for the year ended December 31, 2022 was as follows:


	Year ended December 31, 2022
	Revenue from		Revenue
	Contracts		from
	with		Lease		Total
	Customers		Elements		Revenue
Product sales	$	27,730,400	$	—	$	27,730,400
Lease elements		—		15,512,600		15,512,600
Other		1,018,500		—		1,018,500
Total	$	28,748,900	$	15,512,600	$	44,261,500

Disaggregated revenue for the year ended December 31, 2021 was as follows:


	Year ended December 31, 2021
	Revenue from		Revenue
	Contracts		from
	with		Lease		Total
	Customers		Elements		Revenue
Product sales	$	20,786,800	$	—	$	20,786,800
Lease elements		—		12,322,700		12,322,700
Other		784,600		—		784,600
Total	$	21,571,400	$	12,322,700	$	33,894,100

Schedule of changes in deferred revenue

Changes in deferred revenue for the years ended December 31, 2022 and 2021 were as follows:


	Year Ended December 31,
	2022		2021
Balance at January 1	$	7,197,000	$	5,014,300
Revenue recognized in the current period from amounts included in the beginning balance		(6,738,400)		(4,828,000)
Current period deferrals, net of amounts recognized in the current period		6,577,100		7,010,700
Balance at December 31	$	7,035,700	$	7,197,000

Summary of Significant Accounting Policies - Deferred Offering Costs (Details) - USD ($) $ in Millions	1 Months Ended	3 Months Ended
	Feb. 28, 2021	Sep. 30, 2021	Dec. 31, 2022	Dec. 31, 2021
Deferred Offering Costs
Payment of underwriting commissions and offering costs	$ 3.5	$ 17.6
Deferred offering costs			$ 0.0	$ 0.0

Consolidated Statements of Changes in Stockholders' Equity - USD ($)	Common Stock IPO	Common Stock	Additional Paid-in Capital IPO	Additional Paid-in Capital	Accumulated Deficit	IPO	Total
Balances, at Beginning of period at Dec. 31, 2020		$ 773,800		$ 127,673,900	$ (95,222,300)		$ 33,225,400
Balances, at Beginning of period, Shares at Dec. 31, 2020		77,382,473
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock, net of issuance costs	$ 155,300	$ 57,400	$ 184,113,100	51,751,500		$ 184,268,400	51,808,900
Issuance of common stock, net of issuance costs, shares	15,525,000	5,740,000
Stock-based compensation expense				7,958,800			7,958,800
Exercise of stock options		$ 24,900		3,606,300		2,490,629	$ 3,631,200
Exercise of stock options, shares		2,490,629					2,490,629
Cashless exercise of warrant		$ 600		1,086,000			$ 1,086,600
Cashless exercise of warrant, shares		64,603
Net loss					(19,082,200)		(19,082,200)
Balances, at end of period at Dec. 31, 2021		$ 1,012,000		376,189,600	(114,304,500)		262,897,100
Balances, at end of period, Shares at Dec. 31, 2021		101,202,705
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock-based compensation expense				11,752,400			11,752,400
Exercise of stock options		$ 12,000		2,876,500		$ 1,195,208	$ 2,888,500
Exercise of stock options, shares		1,195,208					1,195,208
Net loss					(23,570,800)		$ (23,570,800)
Balances, at end of period at Dec. 31, 2022		$ 1,024,000		$ 390,818,500	$ (137,875,300)		$ 253,967,200
Balances, at end of period, Shares at Dec. 31, 2022		102,397,913

Income Taxes - Net deferred tax assets (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Deferred tax assets:
Net operating loss carryforwards	$ 22,297,700	$ 22,306,600
Research and experimental expenditures	3,733,100
Stock-based compensation	5,649,200	3,177,500
Deferred revenue	1,807,600	1,873,100
Lease liability	4,135,100	1,478,800
Tenant incentive	1,329,500
Accruals and other	1,250,200	1,103,900
Deferred tax liabilities:
ROU asset	(2,531,600)	(1,480,700)
Depreciation	(4,605,300)	(70,100)
Gross deferred tax assets and liabilities	33,065,500	28,389,100
Valuation allowance	(33,065,500)	$ (28,389,100)
Federal
Deferred tax liabilities:
Net operating loss carry forward subject to expiration, Federal	$ 32,700,000

Stockholders' Equity - Schedule of RSU Activity (Details) (Imported) - RSUs - 2022 Plan	12 Months Ended
	Dec. 31, 2022 USD ($) $ / shares shares
Number of RSUs
Granted (in shares)	662,900
Forfeited (in shares)	(19,300)
Outstanding at the end of the period (in shares)	643,600
Weighted Average Market Price
Weighted Average Market Price, Granted (in dollars per share) \| $ / shares	$ 5.56
Weighted Average Market Price, Forfeited (in dollars per share) \| $ / shares	(5.39)
Weighted Average Market Price, Outstanding at the end of the period (in dollars per share) \| $ / shares	$ 5.57
Additional Information
Weighted Average Remaining Contractual Life (in years)	3 years 2 months 12 days
Number of shares to be issued for each unit	1
Share-Based Payment Arrangement, Nonvested Award, Excluding Option, Cost Not yet Recognized, Amount \| $	$ 2,914,700
Unrecognized compensation expense, recognition period	2 years 1 month 6 days

Revenue - Disaggregation of revenue (Details) - USD ($)	12 Months Ended
Revenue - Disaggregation of revenue (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Revenue from Contracts with Customers	$ 28,748,900	$ 21,571,400
Revenue from Lease Elements	15,512,600	12,322,700
Total Revenue	44,261,500	33,894,100
Product sales
Disaggregation of Revenue [Line Items]
Revenue from Contracts with Customers	27,730,400	20,786,800
Total Revenue	27,730,400	20,786,800
Other
Disaggregation of Revenue [Line Items]
Revenue from Contracts with Customers	1,018,500	784,600
Total Revenue	$ 1,018,500	$ 784,600

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

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- Definition

Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).

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+ Details

Summary of Significant Accounting Policies - Concentration of Significant Customers (Details)	12 Months Ended
	Dec. 31, 2022 item customer	Dec. 31, 2021 item customer
Revenue. \| Customer concentration risk \| Customer one
Concentration Risk [Line Items]
Number of major customers \| customer	1	1
Concentration risk percentage	23.00%	21.00%
Accounts receivable \| Customer concentration risk
Concentration Risk [Line Items]
Number of major customers \| customer	1	2
Accounts receivable \| Customer concentration risk \| Customer one
Concentration Risk [Line Items]
Concentration risk percentage	14.00%	16.00%
Accounts receivable \| Customer concentration risk \| Customer two
Concentration Risk [Line Items]
Concentration risk percentage		13.00%
Inventory \| Supplier concentration risk \| Major suppliers
Concentration Risk [Line Items]
Concentration risk percentage	34.00%	33.00%
Number of major suppliers \| item	1	1
Accounts payable \| Supplier concentration risk \| Major suppliers
Concentration Risk [Line Items]
Concentration risk percentage	34.00%	14.00%
Number of major suppliers \| item	2	1

Income Taxes - Provision (Benefit) for Income Tax (Details) (Imported) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Deferred tax provision (benefit):
Federal	$ (2,581,400)	$ (7,780,600)
State	(659,100)	(702,100)
Change in valuation allowance	3,240,500	8,482,700
Provision for income taxes

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Commitments and Contingencies - Lease costs (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Finance lease cost
Amortization of right-of-use asset		$ 55,600
Interest expense		7,000
Operating lease cost	$ 1,623,500	714,100
Short-term lease cost	47,400	43,300
Variable lease cost	530,200	302,400
Total lease cost	2,201,100	1,122,400
Assets:
Operating lease right-of-use assets	9,853,500	5,689,300
Liabilities
Current portion of operating lease liabilities	156,800	527,200
Operating lease liabilities, net of current portion	15,938,100	5,154,900
Total operating lease liabilities	$ 16,094,900	$ 5,682,100
Other information
Weighted-average remaining lease term (in years)	12 years 8 months 12 days	11 years 8 months 12 days
Weighted-average discount rate%	6.50%	6.60%

Consolidated Balance Sheet Components - Inventory (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Consolidated Balance Sheet Components
Raw materials inventory	$ 5,650,500	$ 2,684,100
Finished goods inventory	2,930,300	2,520,500
Total inventory	8,580,800	5,204,600
Allowance for obsolescence	$ 0	$ 0

Stockholders' Equity - Stock-based compensation expense (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	$ 11,752,400	$ 7,958,800
General and administrative
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	5,621,400	4,609,900
Research and development
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	2,516,800	1,454,800
Sales and marketing
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	$ 3,614,200	$ 1,894,100