MXCT 10-K & 10-Q changes, risk factors and insider trading

To become and remain profitable, we must succeed in realizing meaningful precommercial milestone payments from our current SPLs and potentially securing future commercial partnership, licensing or collaboration arrangements for use of our cell engineering platforms and similar arrangements for cell therapy programs in development that have not yet been partnered. This will require us to be successful in a range of challenging activities, including continuing to develop our technology and products, accessing, developing and advancing manufacturing capacity, advancing our sales and marketing capabilities and commercializing and selling our products. We may never succeed in any or all of these activities and, even if we do, we may never generate a level of revenue that is sufficient to achieve profitability. Even ifIf we do achieve profitability, we may not be able to sustain profitability or meet outside expectations for our financial results, including profitability. If we are unable to achieve or sustain profitability or to meet outside expectations for our financial results, the value of our shares of common stock could be materially adversely affected.

Our ExPERT technology platform and family of instruments was commercially launched in April 2019 with the latest instrument launched in lateFebruary 2022.2026. Sales and licensing of ExPERT technology systems and related instruments together accounted for 48% and 45% of our revenue for the years ended December 31, 20242025 and 2023.2024, respectively. We expect that, for at least the foreseeable future, sales and licensing of our ExPERT technology systems will continue to account for a substantial portion of our revenue. The sales cycle for our cell engineering instruments is complex and can take up to 12 months or longer to complete.

In addition, while the majority of our revenues are derived from biopharmaceutical customers, various state, federal and foreign agencies that provide grants and other funding may be subject to stringent budgetary constraints that could result in spending reductions, reduced grant making, reduced allocations or budget cutbacks, which could jeopardize the ability of these customers, or the customers to whom they provide funding, to purchase our products. For example, the Trump administration recently announced plans to reduce appropriations to theThe National Institutes of Health (“NIH”) formay also be significantly impacted by election cycles and legislative developments, and has experienced instability impacting biomedical research, whichincluding the NIHtermination expectsof couldcertain cutresearch grants for indirect costs related to research, such as buildings, utilities and equipment.workforce There is substantial uncertainty around whether such appropriations will be increased or decreased in the near term, and whether grants will be cut.reductions. Any future decrease in the amount of, or delay in the approval of, appropriations to NIH (and associated decreases in grants provided by the NIH) or other similar United States or foreign organizations, such as the Medical Research Council in the United Kingdom, could result in fewer grants benefiting life sciences research. These reductions or delays could also result in a decrease in the aggregate amount of grants awarded for life sciences research or the redirection of existing funding to other projects or priorities, any of which in turn could cause our customers and potential customers to reduce or delay purchases or licensing of our products.

Developing our products is expensive, and the investment in product development may involve a long payback cycle. Our investment in research and development may not result in the data we hope to develop to support marketing of our products or in marketable products or may result in products that take longer to generate revenue, or generate less revenue, than we anticipate. For the years ended December 31, 20242025 and 2023,2024, our research and development expenses were $22.2$20.8 million and $23.8$22.2 million, respectively, or approximately 63% and 58%, of our total revenue.revenue, respectively. Our future plans include increased significant investments in research and development of product opportunities for expansion of our products and new application areas for our products. We believe that we must continue to dedicate a significant amount of resources to our research and development efforts to maintain our competitive position. However, we may not receive significant revenue from these investments for several years, if at all.

International customers have typically accounted for a meaningful portion of our revenue. For the yearyears ended December 31, 2025 and 2024, approximately 33%36% and 33%, respectively of our revenue was derived from international customers, with the most significant markets being the United Kingdom, Switzerland, Canada and China. We expect that our international revenue and operations will continue to expand in the future. Our international operations are subject to a variety of risks that we do not face in the United States, including:

In connection with the ongoing armed conflict between Russia and Ukraine, the U.S. government, United Kingdom and European Union countries have imposed enhanced export controls on certain products and sanctions on certain industry sectors and parties in Russia and the regions of Donetsk and Luhansk, as well as enhanced export controls on certain products and industries. These and any additional sanctions and export controls, as well as any counter responses by the governments of Russia or other jurisdictions, could adversely affect, directly or indirectly, the levels of government spending or the global supply chain. Conflicts between Russia and Ukraine, the recent Israel-U.S. military actions in theIran and attacks in nearby Middle East,Eastern countries, or elsewhere may directly or indirectly affect our supply chain, which may lead to negative implications on the availability and prices of raw materials, energy prices, and our customers, as well as the global financial markets. Although we do not currently conduct any operations in Russia, Ukraine or the Middle EastEast, further escalation of geopolitical tensions could have a broader impact that expands into other markets where we do business or conduct operations, which could adversely affect our business and sales of our products.

For the year ended December 31, 2024,2025, twoone cell therapy companiescompany with which we have entered into an SPL agreementsagreement accounted for 32%26% of our total revenue, and our five largest customers accounted for an aggregate of approximately 46%42% of our total revenue for the year through a combination of instrument license fees, milestones realized and processing assembly revenue. These agreements cover a large number of programs under contract, and therefore represent a large portion of potential downstream value. In addition, our SPL agreements are typically terminable at will. As a result, if we fail to maintain our relationships with our SPL customers or if any of these customers discontinue their programs or transition to alternative cell engineering technologies, our future results of operations could be materially and adversely affected.

AnWe expect that an increasing portion of our revenue iswill be derived from milestone payments from our SPL customers. Accordingly, we may be more dependent on the success of a limited number of our customers’ programs than we would be if our revenue was derived more broadly from many customer contracts. The loss of any of our large customers, or significant delays or discontinuations in our customers’ programs, could have an adverse effect on our ability to generate revenue.

We have pursued and may in the future pursue opportunities for collaboration, out-license, joint ventures, acquisitions of products, assets or technology, strategic alliances or partnerships that we believe could advance our development. For example, in 2025 we recently acquired SeQure Dx.SeQure. We may consider pursuing growth through the acquisition of technology, assets or other businesses that may enable us to enhance our technologies and capabilities. Proposing, negotiating and implementing these opportunities may be a lengthy and complex process. Other companies, including those with substantially greater financial, marketing, technology or other business resources, may compete with us for these opportunities or arrangements. We may not be able to identify, secure or complete any such transactions or arrangements in a timely manner, on a cost-effective basis on acceptable terms or at all.

As part of our strategy for growth, we have acquired a company, and in the future, we may acquire other companies, assets, or technologies in an effort to complement our existing offerings to enhance our market position. For example, in 2025, we recently acquired SeQure Dx.SeQure. Should we choose to pursue additional acquisitions in the future, we may not be able to find suitable acquisition candidates and we may not be able to complete such acquisitions on favorable terms, if at all. Any future acquisitions we make could subject us to a number of risks, including:

Acquisitions, including the SeQure Dx acquisition,Acquisitions may not generate sufficient revenue to offset the associated costs of the transactions or may result in other adverse effects, which could have a material adverse effect on our business, operating results, and financial condition. In addition, negotiations for acquisitions, collaborations or investments that are not ultimately consummated could result in significant diversion of management time, as well as substantial out-of-pocket costs, any of which could have a material adverse effect on our business, operating results and financial condition.

WeDisruptions havein limitedglobal experiencesupplies manufacturingcould affect our PAs and may be unableability to manufacture our PAs in high-quality commercial quantities successfully and consistently to meet demand, which could limit our growth.successfully..

Many of our customers are early-stage biopharmaceutical and biotechnology with limited financial resources. These customers necessarily are selective with respect to which product candidates they select for development and advance through clinical trials. Beginning in 2023 and continuing in 2024,2024 and 2025, we observed customers, particularly early-stage customers, reprioritize their spending and operations to focus on lead product candidates rather than secondary or tertiary programs. To the extent that our customers limit development and clinical advancement to a smaller group of product candidates, our opportunities to support them with our platform are reduced. As a result of limited financial resources, our customers may also discontinue development of product candidates. To the extent that any of these product candidates are supported by our platform, our product sales would be negatively impacted.

In addition, while we believe our FDA Master Files and equivalent Master and Technical Files have the potential to create certain efficiencies and reduce certain regulatory development risks for our customers, there is no guarantee that referencing our FDA Master File or Master and Technical Files, as applicable, will result in success in customers’ submissions seeking authorization for clinical trials or marketing authorization. We cannot be certain that the FDA or foreign regulators will not require audits of and information on our ExPERT systems used in clinical development as our customers advance their cellular therapies from preclinical through clinical development toward marketing approval. Such additional information requests and audits of our facilities could result in delays in the development and potential regulatory approval of our partners’ cellular therapy product candidates, affecting timing of milestone payments and our future ability to enter into new SPL agreements. Failure to adequately respond to any such regulatory requests could result in the regulator preventing our electroporation system from being utilized for a partners’partner’s cellular therapy. This could result in our customers not utilizing our ExPERT system for their other clinical programs and negatively impact our ability to enter into SPL agreements with other cellular therapy developers.

The imposition of tariffs and trade restrictions as a result of international trade disputes or changes in trade policies may adversely affect our sales and profitability. For example, in recent years, the U.S. government imposed and proposed, among other actions, new or higher tariffs on specified imported productsimports originating from ChinaChina, Canada, Mexico, India, and other countries, and such countries have taken, or have threatened to take, retaliatory actions, including in responsesome to what it characterized as unfair trade practices, and China responded bycases imposing and proposing new or higher tariffs on specified U.S. products. There can be no assurance that a broader trade agreement will be successfully negotiated between the United States and China to reduce or eliminate theseretaliatory tariffs. These tariffs, and the related geopolitical uncertainty betweenin theU.S. Unitedtrade States and China,policy may cause decreased demand for our products or increase cost of components used in our products, which could have a material adverse effect on our business and results of operations. For example, certain of our foreign customers may respond to the imposition of tariffs or threat of tariffs on products we produce by delaying purchase orders or purchasing products from our competitors. Ongoing international trade disputes and changes in trade policies could also impact economic activity and lead to a general contraction of customer demand. In addition, tariffs on components that we may import from China or other nations will adversely affect our profitability unless we are able to exclude such components from the tariffs or we raise prices for our products, which may result in our products becoming less attractive relative to products offered by our competitors. Future actions or escalations by either the United States, ChinaStates or other nations that affect trade relations may also negatively affect our business, or that of our suppliers or customers, and we cannot provide any assurances as to whether such actions will occur or the form that they may take. Additionally,We cannot predict what additional changes to trade policy will be made in the Trump administration has proposed imposing tariffs on a number of countries, including Canada and Mexico, in response to which Canada and Mexico have responded with proposals for retaliatory tariffs.future. As the situation continues to evolve, the Company anticipates that products it may import and products it may export may be adversely affected. To the extent that our sales or profitability are negatively affected by any such tariffs or other trade actions, our business and results of operations may be materially adversely affected. In addition, significant uncertainty with respect to such tariffs may also have a material and adverse effect on our business and operations.

Our customers who use our platform may be subject to broadly applicable healthcare laws and regulations that may constrain the business or financial arrangements and relationships through which we research, market, sell, and distribute our products. Such laws includeinclude, but are not limited to, federal and state anti-kickback laws, false claims laws, transparency laws, and health information privacy and security laws.

Our results of operations and liquidity could be materially and adversely affected by economic conditions generally, both in the United States and elsewhere around the world. Recently, domestic and international equity and debt markets experienced, and may continue to experience, heightened volatility and turmoil, including, among other things, severely diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, supply chain shortages, increases in inflation rates, higher interest rates and uncertainty about economic stability. During 2025 and 2024, the Federal Reserve lowered interest rates three times,times each year, after raising interest rates at a significant pace during 2022 and 2023 in an effort to curb inflation. Although the Federal Reserve may continue to decrease rates in 2025,2026, future decisions to decrease, hold steady, or increase interest rates and the timing of such decisions are unknown. Should the Federal Reserve make a decision to increase interest rates, higher interest rates, coupled with reduced government spending and volatility in financial markets may increase economic uncertainty and affect consumer or business spending. In the event the markets continue to remain volatile, our results of operations and liquidity could be adversely affected by those factors in many ways, including making it more difficult or costly for us to raise funds if necessary, and our stock price may decline. Increased inflation rates can adversely affect us by increasing our costs, including labor and employee benefit costs. In addition, we maintain significant amounts of cash and cash equivalents at one or more financial institutions, some of which may not be federally insured. If economic instability were to occur, we cannot be certain that we would not experience losses on these cash and cash equivalents.

New income, sales, use or other tax laws, statutes, rules, regulations, or ordinances could be enacted at any time, which could adversely affect our business operations and financial performance. Further, existing tax laws, statutes, rules, regulations, or ordinances could be interpreted, changed, modified, or applied adversely to us. For example, the Tax Cuts and Jobs Act of 2017 (“TCJA”) enacted many significant changes to the U.S. tax laws. Future guidance from the Internal Revenue Service and other tax authorities with respect to the TCJA may affect us, and certain aspects of the TCJA could be repealed or modified in future legislation. For example, theThe Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) modified certain provisions of the TCJA. In addition, it is uncertain if and to what extent various states will conform to the TCJA or any newly enacted federal tax legislation. For example, theThe U.S. government enacted the Inflation Reduction Act in 2022, which, among other things, significantly changes the taxation of certain business entities, including by imposing a 1% excise tax on certain share buybacks, effective for tax years beginning in 2023. If and when applicable, it is possible than the 1% excise tax on share buybacks could result in an additional tax liability over the regular federal corporate tax liability in a given year. On July 4, 2025, President Trump signed into law the legislation known as the One Big Beautiful Bill Act (“OBBBA”). The OBBBA made significant changes to the U.S. federal income tax laws in various areas. Among other changes, the OBBBA permanently extended certain provisions that were enacted in the TCJA, such as the 100% bonus depreciation, and made certain changes to treatment of R&D costs (as further discussed under “Notes to Consolidated Financial Statements – Recent Accounting Pronouncements – Income Taxes”). Future guidance from the Internal Revenue Service and other tax authorities with respect to newly enacted federal tax legislation may affect us, and certain aspects of current tax law could be repealed or modified in future legislation. In addition, it is uncertain if and to what extent various states will conform to the newly enacted federal tax legislation. Any resulting tax liability could adversely impact our business, financial condition, results of operation, and liquidity. Changes in corporate tax rates, the realization of net deferred tax assets relating to our operations, the taxation of foreign earnings, and the deductibility of expenses under the TCJAcurrent or future reformfederal tax legislation could have a material impact on the value of our deferred tax assets, could result in significant one time charges, and could increase our future U.S. tax expense.

If a pandemic, epidemic, outbreak of an infectious disease, or other public health emergency occurs in the United States or worldwide, our business may be adversely affected, by, among other things, disruptions to the research and development activities of our customers, disruptions to the development of our collaboration partners’ product candidates, disruptions to our ability to enter into new collaborations with potential SPL customers in a timely manner, disruptions in the operations of our third-party manufacturing organizations upon whom we rely for the production and supply of our products, and other disruptions to our operations. ForWe example,may inalso responseneed to COVID-19 in 2020, we temporarily closed our headquarters and other offices, and our employees and contractors who were able to perform their duties remotely continue to do so. We also implementedimplement travel restrictions and other significant changes in how we operate our business. The operations of our customers weremay also be likewise altered. Potential implications of future public health emergencies may include:

We have increased the size of our organization and expect to further increase itgrow in the future, and we may experience difficulties in managing our growth. If we are unable to manage the anticipated growth of our business, our future revenue and operating results may be harmed.

We have experienced significant growth in recent years and anticipate further growth in our business operations both inside and outside the United States. This future growth could strain our organizational, administrative and operational infrastructure, including quality control, operational, finance, customer service and sales organization management. We expect to continue to increase our headcount and to hire more specialized personnel in the future as we grow our business. We will need to continue to hire, train and manage additional qualified scientists, engineers, technical personnel, sales and marketing staff, and improve and maintain our products to properly manage our growth. Rapid expansion in personnel could mean that less experienced people develop, market and sell our products, which could result in inefficiencies and unanticipated costs, reduced quality and disruptions to our operations. If our new hires perform poorly, if we are unsuccessful in hiring, training, managing and integrating these new employees or if we are not successful in retaining our employees, our business may be harmed. We may not be able to maintain the quality or expected turnaround times of our products or satisfy customer demand as it grows. Our ability to manage our growth properly will require us to continue to improve our operational, financial and management controls as well as our reporting systems and procedures. The time and resources required to implement these new systems and procedures is uncertain, and failure to complete this in a timely, efficient and effective manner could adversely affect our operations.

Our ExPERT platform, which is based on our Flow Electroporation technology, has been designed to address this rapidly expanding cell therapy market and can be utilized across the continuum of the high-growth cell therapy sector, from discovery and development through commercialization of next-generation, cell-based therapies. The ExPERT family of products includes fourfive instruments, which we call the DTx, the ATx, the STx, GTxthe GTx, and the VLx, and related software protocols, as well as a portfolio of proprietary related PAs and consumables. We launched the VLx instrument in September 2022.

Our financial performance has largely been driven by, and in the future will continue to be impacted by, the rate of sales and licenses of our ExPERT family of proprietary Flow Electroporation instruments to existing and new customers. We currently market fourfive versions of our instruments, the DTx, the ATx, the STx, the GTxGTx, and the VLx.VLx.. The ATx is primarily to academic institutions and investigative research users. The STx is primarily sold to end users for research and drug discovery purposes, and the GTx is licensed to customers for research, clinical or commercial use or sold for research use in certain circumstances or sold to academic centers for research or clinical use. We launched the VLx in September 2022 to provide our customers with an easier to use system that incorporates the benefits of the ExPERT platform. We announced the launch the DTx in February 2026. We view the demand for our instruments, whether in the form of sales or license, as an indicator of the health of our current business and as a predictor of future instrument sale and license revenue. As described below, we separately sell proprietary single-use PAs,processing assemblies, which we call PAs, that are necessary for our customers to use our electroporation instruments. Therefore, depending on the number of instruments that have been sold or are under active license, we have insight into the demand for PAs that will also translate to future revenue for us.

Our sales model varies based on the activity of the end customer, such as whether they are a translational research center, an academic center, a company focused on drug or biologic discovery, or a company engaged in cell therapy development, and the customer’s intended use of our platform. If our customer intends to use our platform for research or discovery only, we typically sell the instrument outright. Each of the ATx, STx, GTx and VLxExPERT instruments have different prices based on the instrument’s features, with the VLx being the most expensive.features. When we sell an instrument, we also provide a non-exclusive license to our intellectual property for the customer to use the instrument broadly for research or discovery, as applicable. In the case of a sale, title to the instrument conveys to the buyer, but we retain ownership of intellectual property rights and software and protocols loaded onto the instruments.

We plan to further grow our installed base of ExPERT instruments through additional sales and licenses to our current customers and through the sale or license of instruments to new cell therapy, product discovery, academic and other customers. To achieve this goal, we intend to further expand our commercial infrastructure, including through the expansion of our sales force and field application scientists. We have expanded our sales force and field application scientist count over the past several years and now have over 3323 dedicated field sales and application scientist professionals globally. Our candidate identification and hiring process is stringent, and there can be no assurance that we will be able to continue to recruit the high level of candidates that make up our current team.

We expect license revenue to continue to grow as those customers move their existing drug or biologic development programs into later-stage clinical trials and advance their preclinical pipeline programs into clinical development. In addition, we expect new customers to emerge and contribute to these revenues, particularly given the underlying growth in the cell therapy pipeline among companies in this industry, availability of capital to support such companies, and in particular the switch by some of these cell therapy companies away from viral approaches to non-viral approaches.revenues.

Under our current SPLs, one program is in commercial stage, and 1813 programs are currently in clinical development,development as of December 31, 2025, meaning they have at least an FDA-cleared IND application or foreign equivalent. Our 2931 SPLs have the potential to generate greater than $2 billion. This figure includes both existing active SPL programs currently in clinical development and future SPL programs that are encompassed in our SPL agreements. From the 18 active13 clinical programs under our SPL agreements, the total pre-commercial milestone opportunity can exceed $220$130 million if all of the active programs were to achieve regulatory approvals. We have already received aboutover $10$30 million ofin milestone revenue fromto active programs.date. However, our actual milestone revenue from these agreements will likely be lower, as not all programs covered by each agreement will become and remain active programs in a customer’s development pipeline or successfully complete the clinical development process. Further, each agreement typically includes programs that have not been specifically identified, or for which a candidate may never be identified or developed by the customer.

Our strategy is to capitalize on the growth in the number of cell therapy developers by entering into new SPL agreements. We entered into sixfour agreements in 2024.2025.

For the year ended December 31, 2024,2025, twoone cell therapy companiescompany with which we have entered into an SPL agreement accounted for 32%26% of our total revenue, and our five largest SPL customers accounted for an aggregate of approximately 46%42% of our total revenue for the year through a combination of instrument license fees, milestones realized and processing assembly revenue.

We expect our gross margins to benefit from realization of the economics from our SPL agreements described above, to the extent that such milestones and/or sales-based payments grow to be a significant proportion of overall revenues, as there is no cost of goods sold associated with such revenue. However, realization of these potential revenues is uncertain. Margins may also experience downward pressure duringdue the investment phase of our internal PA production ramp up,to increases in labor and materials costs, expansion of our PA portfolio, future design changes or the mix of PAs sold, or other factors, but may benefit in the mid-to-long term as PA production becomes more automated.

Our business and revenue growth strategy currently consists of the sale orof instruments, the sale of PAs and consumables, and SPL license fees. We record revenue from the sale of instruments, PAs or consumables upon shipment to a customer. Licenses are typically invoiced annually at the start of each license period and are accounted for as monthly revenue over the license term with the expectation of continuing customer renewals of their licenses. As our customers achieve clinical progress milestones and/or sales-based payment milestones, we recognize the full value of the milestone as revenue. In addition, as customers use instruments they have either purchased or included with their license, they typically replenish their supplies of PAs and consumables through recurring purchases. Although customers are not contractually obligated to renew their licenses or to purchase additional PAs or consumables and may decide not to do so solely in their own discretion, license fees and PAs and consumable revenue streams have historically formed an important component of our revenues, and we believe they provide insight into our future performance. We consider these sales and license revenue streams to be recurring revenues.

In order to evaluate how our sales are trending across key markets, as well as the contribution of program economics from our SPL agreements, we separately analyze revenue derived from our core revenue, as well as the performance-based milestone revenues we recognize under our SPL agreements. Core revenue includes sales instruments, PAs and consumables, and research and clinical licenses, while non-core revenue relates to SPL program-related revenue. We recognize both core and non-core revenue in accordance with generally accepted accounting principles in the United States.States (“U.S. GAAP”) Program-related revenue includes precommercial milestones earned and recognized as revenue during the period. Once SPL customers achieve regulatory approval for and commercialize their products, in nearly all cases we will also be entitled to receive sales-based payments which may be milestone payments upon achievement of specified levels of net sales and/or royalties expressed as a percentage of net sales. We have not received any commercial payments from our SPL customers to date. As our customers progress their programs and achieve additional milestones, our SPL program revenue is expected to constitute a growing portion of our total revenues in future periods..

Revenue from contracts with customers includes revenue from the sale of instruments, PAs and consumables. Customers purchase ana ATx,specific STx,ExPERT GTx or VLxinstrument depending upon their intended use and all customers purchase PAs and consumables for use with our instruments. Commercial customers may not use a purchased instrument for clinical or commercial processes.

We believe that our continued investment in research and development is essential to our long-term competitive position. We expect to continue to incur substantial research and development expenses as we invest in research and development to support our customers, develop new uses for our existing technology and develop improved and/or new offerings to our customers and partners. As a result,While we expect thatan ourinitial decrease in 2026 in research and development compared to 2025 as a result of our restructuring, we expect these expenses will continue to increase in absolute dollars in future periods beyond 2026 and vary from period to period as a percentage of revenue.

WeWhile we expect ouran initial decrease in 2026 in sales and marketing expensescompared to 2025 as a result of our restructuring, we expect these expenses will increase in absolute dollars in future periods beyond 2026 as we expand our commercial sales, marketing and business development teams, increase our presence globally, and increase marketing activities to drive awareness and adoption of our products.

General and administrative expenses primarily consist of salaries, benefits, stock-based compensation and travel costs for employees in our executive, accounting and finance, legal, corporate development, human resources, and office administration functions as well as professional services fees, such as consulting, audit, tax and legal fees, general corporate costs, facilities and allocated overhead expenses and costs associated with being a NasdaqNasdaq-listed and AIMpreviously listedan AIM-listed public company such as director fees, U.K. Nominated Advisor and broker fees, investor relations consultants and insurance costs. These expenses are exclusive of depreciation and amortization.

WeWhile we expect thatan ourinitial decrease in 2026 in general and administrative expenses will continuecompared to 2025 as a result of our restructuring, we expect these expenses will increase in absolute dollars in future periods,periods beyond 2026 primarily due to increased headcount to support anticipated growth in the business and due to incremental costs associated with operating as a public company listed on a U.S. exchange, including insurance (particularly directors and officers insurance), costs to comply with the rules and regulations applicable to companies listed on a U.S. securities exchange and costs related to compliance and reporting obligations pursuant to the rules and regulations of the SEC and stock exchange listing standards, investor relations and professional services. We expect these expenses to vary from period to period as a percentage of revenue.

Total revenue for the year ended December 31, 20242025 was $38.6$33.0 million, a decrease of $2.7$5.6 million, or 6%,15%, compared to revenue of $41.3$38.6 million during the year ended December 31, 2023.2024. The decrease was primarily driven by the decreases in core and program-related revenue.

Total core revenue for the year ended December 31, 20242025 was $32.5$29.6 million, ana increasedecrease of $2.7$2.9 million, or 9%, compared to core revenue of $29.8$32.5 million for the year ended December 31, 2023.2025. Our overall increasedecrease in core revenue was primarily driven by revenue increasesdecreases in PA and consumable sales, which increaseddecreased by $3.7$2.1 million, or 36%15% for the year ended December 31, 20242025 compared to the year ended December 31, 2023.2024. The increasedecrease was also partially attributable to ana increasedecrease in otherlicense revenue of $0.2$1.4 million, offsetor by decreases in instrument sales of $1.2 million, for the year ended December 31, 202413% compared to the year ended December 31, 2023.2024, and a decrease in instrument revenue of $0.3 million, or 4%. These decreases were offset by increases in assay service revenue from the acquisition of SeQure of $0.8 million and other service revenue of $0.1 million for the year ended December 31, 2025 compared to the year ended December 31, 2024.

Cost of goods sold increaseddecreased by $2.4$0.9 million, or 50%,12%, for the year ended December 31, 2024,2025, compared to the year ended December 31, 2023.2024. The increasedecrease was primarily driven by increasesdecreases in PA and consumable sales, anand increasea decrease in the allowance for obsolete inventory of $1.1 million,million anddue lowerto absorptionenhancements ofin manufacturingsupply overheadchain costs.management.

Gross profit decreased by $5.0$4.7 million, or 14%,15%, for the year ended December 31, 2024,2025, compared to the year ended December 31, 2023.2024. The decrease was primarily driven by a decrease in program-related revenue for the year ended December 31, 20242025 and bya increasesdecrease toin costlicense of goods sold described above.revenue.

During the year ended December 31, 2024,2025, gross margin was 82%,81%, compared to 89%82% in the same period of 2023. The decrease was primarily driven by a decrease in SPL program-related revenue, and by an increase in the inventory allowance.2024.

Research and development expenses decreased by $1.6$1.4 million, or 7%,6%, for the year ended December 31, 20242025 compared to the year ended December 31, 2023.2024. The decrease was primarily driven by a $1.6$1.1 million decrease in stock-based compensation, a $0.7$0.6 million decrease in engineeringlab and labproduction expenses, a $0.4 million decrease in compensation expenses, and a $0.5net decrease of $0.1 million decrease in office, travel, occupancy and generalother operatingoverhead expenses, offset by a $0.6$0.5 million increase in occupancyprofessional expensesfees, and a $0.6$0.3 million increase in compensationengineering expenses.

Sales and marketing expenses decreased by $0.3$7.7 million, or 1%,29%, for the year ended December 31, 2024,2025 compared to the year ended December 31, 2023.2024. The decrease was primarily driven by a $1.0$4.5 million decrease in occupancycompensation expenses,expenses due to a $0.4 million decreasereduction in travel expenses,headcount, a $0.3$1.2 million decrease in stock-based compensation, a $0.8 million decrease in marketing expenses, a $0.7 million decrease in travel expense commensurate with the reduction in headcount, and a $0.2$0.5 million decrease in professional services and marketing expenses, offset by a $1.4 million increase in compensation expense and a $0.2 million increase in software subscriptions.fees.

General and administrative expenses decreased by $0.4$1.6 million, or 1%,5%, for the year ended December 31, 2024,2025, compared to the year ended December 31, 2023.2024. The decrease was primarily driven by a $1.4$1.5 million decrease in compensationstock-based expenses,compensation, a $0.8 million decrease in professionalcompensation services,expenses of $0.3 million, a $0.3smaller fixed asset disposal loss of $0.6 million creditcompared lossto recovery,year netended ofDecember expense,31, and a $0.2 million decrease in office, travel, and general operating expenses,2024, offset by a $1.1 million increase in stock-based compensation, a $0.8 million increase in fixedprofessional asset disposal loss, and a $0.4 million increase in legal and public company expenses.services.

Depreciation and amortization expense increased by $0.2$0.1 million, or 4%,2%, for the year ended December 31, 2024,2025, compared to the year ended December 31, 2023. The increase was primarily driven by investments in laboratory equipment and consignment instruments.2024.

OtherInterest Income

Interest income decreased $0.2$2.9 million, or 2%,28%, for the year ended December 31, 20242025 compared to the year ended December 31, 2023.2024. The decrease is primarily due to adecreases decreasein interest rates and in balances of cash and investments.

We expect to incur near-term operating losses as we continue to invest in expanding our business through growing our sales and marketing efforts, continued research and development, product development and expanding our product offerings. Based on our current business plan, we believe that our existing cash, cash equivalents, short-term investments and internally generated cash flows will enable us to fund our operating expenses and capital expenditure requirements for at least the next 12 months. We expect to end 20252026 with approximatelyat $160least $136 million in total cash, cash equivalents and investments.

Net cash provided by financing activities during the years ended December 31, 20242025 and 20232024 was $0.7 million and $2.1 million, respectively, which consisted of proceeds from the exercise of stock options and employee purchases from our employee stock purchase plan.

Our contractual obligations and commitments as of December 31, 20242025 consisted exclusively of operating lease obligations. In May 2021, we entered into an operating lease for new office, lab and warehouse/manufacturing space (the “Headquarters Lease”). The Headquarters Lease term expires on August 31, 2035. The total incremental remaining non-cancellable lease payments under the lease agreement are $26.1$24.0 million through the lease term. Upon acquisition of SeQure, we assumed the SeQure headquarters lease, (the “SeQure Lease”) which term expires on December 31, 2027. The total incremental remaining non-cancellable lease payments under the SeQure Lease are $0.8 million throughout the lease term. We expect to be able to fund our obligations under thisthese lease,leases, both in the short-term and in the long-term, from cash on hand, investments and operating cash flows. See Part I, Item 2, “Facilities” in this Annual Report for additional information regarding theour new office lease.leases.

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

Our ExPERT™ platform, which is based on our Flow Electroporation technology, has been designed to address this rapidly expanding cell therapy market and can be utilized acrosssupports the continuum of the high-growth cell therapy sector, from discoverydevelopment and development through commercialization of next-generation,next-generation cell-based medicines. The ExPERT family of products includes five instruments, which we call the DTx™, the ATx™, the STx™, the GTx™, and the VLx™, as well as a portfolio of proprietary related disposables and consumables. Our disposables include production assemblies (“PAs”) designed for use with our instruments and our consumables include accessories supporting PAs such as electroporation buffer solution and software protocols. Our assay services provide gene editing risk assessment services using highly sensitive assays to detect on-target and off-target gene editing effects (“Assay Services”). We have garnered meaningful expertise in cell engineering via our internal research and development efforts as well as our customer-focused commercial approach, which includes an application scientist team. The platform is also supported by a robust intellectual property portfolio with more than 200 granted U.S. and foreign patents and more than 100 pending patent applications worldwide.

FromOur customer base includes leading commercial cell therapy drug and biologic developersdevelopers, biotechnology and toppharmaceutical biopharmaceutical companies to topcompanies, academic institutions, and government research institutions,organizations, including the U.S. National Institutes of Health,Health. ourOur customers have extensively validated our technology.technology Weand we believe the features and performance of our platform have led to sustained customer engagement. OurAs existingof June 30, 2026, our customer base, whichbase includes but is not limited to our 29 Strategic Platform License (“SPL”) partners, ranges from large biopharmaceutical companies, including a majority of the top 25 pharmaceutical companies based on 2025 global revenue, to hundreds of biotechnology companies and academic centersresearch focused on translational research.centers. Our Flow Electroporation technology is used by one of our SPL partners to engineer the first ex-vivo cell therapy approved by the FDA in December 2023.

Since our inception, we have incurred significant operating losses. Our ability to generate revenue sufficient to achieve profitability will depend on the successful further development, commercialization adoption, and market acceptance of our products. We generated revenue of $9.7$16.9 million and incurred a net loss of $4.8$13.6 million for the threesix months ended MarchJune 31,30, 2026. As of MarchJune 31,30, 2026, we had an accumulated deficit of $266.2$275.1 million. We expect to continue to incur net losses as we focus on growing commercial sales of our products in both the U.S. and international markets, including expanding our sales force, scaling our manufacturing operations, and continuing research and development efforts to develop new products and further enhance our existing products.

In February 2026, we announced the launch of our ExPERT DTx™,DTx, a high throughput transfection platform for research and drug discovery applications. The DTx streamlines workflows by processing up to 96 samples in a single three-minute run. The DTx was developed for researchers whether performing gRNA or nuclease screens, antibody discovery, or evaluating novel receptor constructs. With directly scalable, precision turned electroporation protocols, we believe the DTx supports a clear, efficient path to downstream development and GMP-compliant manufacturing when paired with the ATx, STx and GTx.

Comparison of the Three Months Ended MarchJune 31,30, 2026 and 2025

Total revenue for the three months ended MarchJune 31,30, 2026 was $9.7$7.3 million, a decrease of $0.7$1.2 million, or 7%,15%, compared to $10.4$8.5 million during the three months ended MarchJune 31,30, 2025. The decrease was primarily driven by a decrease in a core revenue, offset by an increase in SPL milestone and royalty revenue in the amounts shown in the table above.

Total core revenue for the three months ended MarchJune 31,30, 2026 was $6.2$6.5 million, a decrease of $2.0$1.7 million, or 25%,21%, compared to $8.2 million for the three months ended MarchJune 31,30, 2025. Our overall decrease in core revenue was primarily driven by decreases in PA revenue andrevenue, license revenue and instrument revenue of $1.6$0.8 million, $0.8 million and $0.4 million, respectively.respectively, offset by an aggregate increase of $0.3 million in Assay Service and other service revenue. License revenue declined primarily due to the discontinuation of a few partner programs. Instrument revenue decreased primarily as a result of the timing of customer purchase decisions. PA revenue decreased compared to the corresponding prior-year period primarily due to elevated customer purchases in the prior year due to tariff-related buying activity.

Notwithstanding the $1.7 million decrease of core revenue for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025, we expect total revenue to increase over time as our customers’ programs advance through the cell therapy lifecycle and our markets grow, resulting in additional instrument salesrevenue, PA revenue and license and PA salesrevenue, and also as the percentage of our installed base that are under SPL license agreements increases. We expect revenue from PA and instrument sales and instrument licenses to cell therapy customers will continue to grow as those customers advance their preclinical pipeline programs into clinical development and move their existing drug development programs into later-stage clinical trials and, potentially, into commercialization. In addition, we believe we are well-positioned to attract new customers who may contribute to these revenues, based on the underlying growth in the cell therapy pipeline among companies in this market, the extent to which capital is available to support such companies, and in particular the switch by some cell therapy companies away from viral to non-viral approaches. We expect, however, that our revenue may fluctuate from period-to-period due to the timing of securing product sales and licenses, the inherently uncertain nature of the timing of our partners’ achievements of clinical progress, and our dependence on the program decisions of our partners.

Our gross profit in future periods will depend on a variety of factors, including sales mix among instruments, disposables and milestones, the specific mix among types of instruments or disposables, the proportion of revenues associated with instrument leases as opposed to sales, changes in the costs to produce our various products, the launch of new products or changes in existing products, our cost structure for manufacturing including changes in production volumes, and the pricing of our products which may be impacted by market conditions. We price our instruments at a premium given what we believe to be the broad benefits of our platform, and the limited availability of alternative clinically-validatedclinically validated non-viral delivery approaches. Instrument pricing also depends upon the customer’s specific market. However, the market for non-viral delivery is highly competitive, and introduction of a Good Manufacturing Practices (“GMP”) grade platform by a competitor that delivers similar performance across a similar diversity of cell types could negatively impact our business and lead to increased price pressure that negatively impacts our gross margins.

During the three months ended MarchJune 31,30, 2026, gross margin was 84%77% compared to 86%82% for the three months ended MarchJune 31,30, 2025. The decrease in gross margin was primarily due to a decrease in license revenue and thePA product mix of PAs soldrevenue during the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025.

Cost of goods sold increased by $0.1$0.2 million, or 5%,10%, for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025. The increase was primarily driven by a greateran increase in charges to the provision for inventory reserves for the three months ended March 31, 2026 comparedprimarily to Marchwrite 31,expiring 2025.PA inventory down to their net realizable value.

Gross profit decreased by $0.8$1.4 million, or 9%,20%, for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025. The decrease was primarily driven by the decreases in instrument and PA sales, offset slightly by anthe increase in SPL milestone and royalty revenue.revenue which incur higher margins.

Research and development expenses decreased by $2.0 million, or 35%,32%, for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025. The decrease was primarily driven by a $1.0$1.5 million decrease in salary expenseand personnel related expenses due to athe headcountworkforce reduction,reduction plan executed in September 2025, a $0.5$0.4 million decrease in stock-based compensation, a $0.3 million decrease in lab supplies and expenses, a $0.2 million decrease in engineering expenseexpenses, and a $0.2 million decrease in laboccupancy expenses.expenses, offset by a $0.6 million impairment charge for laboratory equipment.

We believe that our continued investment in research and development is essential to our long-term competitive position. We expect to continue to incur substantial research and development expenses as we invest in research and development to support our customers, develop new uses for our existing technology and develop improved and/or new offerings to our customers and partners. We expect these expenses will increase in absolute dollars in future periods beyond 2026 andto vary from period to period as a percentage of revenue.

Sales and marketing expenses decreased by $2.3$2.4 million, or 40%,42%, for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025. The decrease was primarily driven by a $1.2$1.3 million decrease in compensationsalary and personnel related expenses due to athe workforce reduction plan executed in headcount,September 2025, a $0.5 million decrease in marketing expenses, a $0.3$0.4 million decrease in stock-based compensation, and a $0.3$0.2 million decrease in professional fees, travel, and overhead expenses.

General and administrative expenses decreased by $2.6$0.8 million, or 30%,10%, for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025. The decrease was primarily driven by a $1.1$1.6 million decrease in stock-based compensation, a $0.9$0.6 million decrease in legalpublic company fees, and a $0.4 million decrease in compensation expense,legal and professional fees offset by a $0.2$1.6 million decreasecharge infor professionalpreviously fees.capitalized asset acquisition costs for an asset no longer being evaluated.

We expect that our general and administrative expenses will increase in absolute dollars in future periods, primarily due to support anticipated growth in the business.

Depreciation expense consists of the depreciation of property and equipment used activelyin the business. Depreciation related to leased instruments during the period is included in costs of goods sold in the business,accompanying primarilycondensed byconsolidated researchstatement andof development activities.operations. Amortization expense includes the amortization of intangible assets over their respective useful lives.

Depreciation and amortization expense decreased by $45,000,$0.1 million, or 4%,12%, for the three months ended MarchJune 31,30, 2026, compared to the three months ended MarchJune 31,30, 2025.2025, primarily due to a reduction in fixed asset purchases in recent years.

Interest income represents interest on our cash balances and investments. Interest income decreased $0.6$0.5 million, or 29%,27%, for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025. The decrease was driven by decreases in interest rates and average cash and investment balances during the three months ended MarchJune 31,30, 2026.

Since our inception, we have experienced losses and negative cash flows from operations. For the threesix months ended MarchJune 31,30, 2026, we incurred a net loss of $4.8$13.6 million. As of MarchJune 31,30, 2026, we had an accumulated deficit of $266.2$275.1 million. To date, we have funded our operations primarily with proceeds from sales of common stock, borrowings under loan agreements and cash flows associated with sales and licenses of our products to customers.

Net cash used in operating activities for the threesix months ended MarchJune 31,30, 20252026 was $14.4$12.8 millionmillion, and consisted primarily of our net loss of $10.3$13.6 million, which was offset in part by net non-cash expenses of $3.5$5.0 million. Net non-cash expenses include stock-based compensation of $3.0$2.3 million, depreciation and amortization expenses of $1.1$2.0 million, an impairment on fixed assets of $0.6 million, lease right-of-use amortization of $0.4 million, $0.4 million in the change of excess and obsolete inventory, and an aggregate $0.3of $0.1 million in other non-cash charges offset by amortization of discounts on investments of $0.9$0.8 million. We also had net cash outflows of $7.8$4.3 million due to changes in our operating assets and liabilities. Net changes in our operating assets and liabilities consisted primarily of a decrease in accounts payable and accrued expenses of $5.6.$3.3 million due to timing considerations, a decrease in deferred revenue of $1.3$1.1 million, an increase in accounts receivableinventory of $0.8 million, a decrease in operating lease liabilities of $0.3$0.7 million, and an increase in otheraccounts assetsreceivable of $0.3$0.4 million, offset by decreasesan aggregate decrease in inventory and prepaid expenses and other current assets of $0.5$2.1 million and $0.1 million, respectively.million.

Net cash provided by investing activities during the threesix months ended MarchJune 31,30, 2026 was $2.7$9.2 million, which was primarily attributable to maturities of investments of $28.0$46.0 million, offset by purchases of investments of $25.1$36.5 million, $0.1$0.2 million for the acquisition of intangible assets, and purchases of property and equipment of $0.1 million.

Net cash provided by investing activities during the threesix months ended MarchJune 31,30, 2025 was $9.5$11.1 million, which was primarily attributable to maturities of investments of $46.6$77.6 million, offset by purchases of investments of $34.6$63.5 million, $1.8 million for the acquisition of SeQure, net of cash acquired, and purchases of property and equipment of $0.7$1.2 million.

Net cash providedused byin financing activities during the threesix months ended MarchJune 31,30, 2026 and 2025 was $5,000 and $0.4$1.4 million, respectively,consisting of $1.5 million in repurchases of common stock offset by $0.1 million in aggregate proceeds from the exercise of stock options.

Our contractual obligations and commitments as of MarchJune 31,30, 2026 consisted primarily of operating lease obligations. In May 2021, we entered into the Headquarters Lease for new office, lab and warehouse/manufacturing space. The Headquarters Lease term expires on August 31, 2035. The total incremental remaining non-cancellable lease payments under the Headquarters Lease are $23.4$22.9 million through the lease term. Upon acquisition of SeQure, we assumed the SeQure Lease, which term expires on December 31, 2027. The total incremental remaining non-cancellable lease payments under the SeQure lease are $0.7$0.6 million throughout the lease term. We expect to be able to fund our obligations under these leases, both in the short-term and in the long-term, from cash on hand, investments and operating cash flows.

We have the obligation, if certain revenue targets are achieved, to pay an amount not to exceed $2.5 million to former holders of convertible promissory notes of SeQure for the year ended December 31, 2025 and year ending December 31, 2026. Our estimate of the fair value of the liability for contingent consideration was de minimis as of MarchJune 31,30, 2026.

We had no debt obligations as of MarchJune 31,30, 2026 and December 31, 2025.

There have been no material changes, except as described below, to our critical accounting estimates from those disclosed in our condensedaudited consolidated financial statements and the related notes and other financial information included in the 2025 Form 10-K.

ForDuring the threesix months ended March 31, June 30, 2026, wechanges didin notcustomer recordmilestone forecast assumptions resulted in an impairmentevaluation of recoverability of our long-lived assets. However,The futurerecoverability assessment indicated the carrying value of the asset group is recoverable and accordingly, did not result in an impairment. Separately, as described in Note 6, we recognized an impairment charge of $630,000 related to certain property and equipment that management determined would no longer be used and was actively marketed for sale. Future impairment conclusions could change if actual results differ from our assumptions or if adverse developments occur with respect to the customer’s progress toward achieving contractual milestones, customer demand, or expected disposition values.