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

We are an early-stage life sciences technology company and have incurred significant losses since Quantum-Si was formed in 2013, and expect to continue to incur losses in the future. We incurred net losses of $101.3 million, $101.0 million,million and $96.0 million and $132.4 million infor the years ended December 31, 2024,2025, 20232024 and 2022,2023, respectively. As of December 31, 2024,2025, we had an accumulated deficit of $596.6$698.0 million. These losses and accumulated deficit were primarily due to the substantial investments made to develop and improve our technology. Over the next several years, we expect to continue to devote substantially all of our resources towards development and commercialization of our products and research and development efforts for enhancements to current products, products in development, and additional products. These efforts may prove more costly than we currently anticipate. In December 2022, we initiated a controlled launch of Platinum for RUO, subsequently began a controlled commercial launch of Platinum in January 2023, and then moved to a full commercial launch of Platinum beginning the second quarter of 2024. In January 2025, we announced the launch of our Platinum Pro benchtop sequencer. First shipments of Platinum Pro occurred in March 2025. In addition, in November 2024 we announced the development of a new hardware platform, ProteusTM, with an anticipated commercial launch date at the end of 2026. To date we have generated limited product revenue from our existing products and may never generate revenue from our existing products or future products sufficient to offset our expenses or produce enough cash to sustain operations.operations from our existing products or future products. Accordingly, we cannot assure you that we will achieve profitability or positive cash flow production in the future or that, if we do become profitable and cash flow positive, we will sustain these levels.

We may not gain commercial traction for our current productsproducts, and we may not be able to successfully commercially launch other future products.

WeIn commerciallyDecember launched2022, ourwe firstinitiated product,a controlled launch of Platinum for RUORUO, subsequently began a controlled commercial launch of Platinum in DecemberJanuary 2022.2023, and then moved to a full commercial launch of Platinum beginning the second quarter of 2024. In January 2025, we announced the launch of our Platinum Pro benchtop sequencer. First shipments of Platinum Pro occurred in March 2025. We are following a three-phase launch plan for commercialization, which includesincluded an early access limited release phase, the currenta controlled commercial launch phase, and athe current broad commercial availability phase.phase, which is intended to drive awareness. Our commercial launch plan may not progress as planned due to:

Other factors in achieving commercial market acceptance,acceptance include:

OnThroughout February 1, 2025,2025 the President of the United States issued executive orders directing the United States to impose new tariffs on imports from Canada, Mexico and China. Although a portion of these new tariffs have been temporarily suspended, other parts of these new tariffs are now in effect, and it is unclear for how long and to what extent such suspensions will remain in effect. The U.S. has also announced new tariffs on foreign steel and aluminum, with such tariffs taking effect in early March. The U.S. has further raised the possibility of newchanging tariffs on imports from additionalmany countries,countries throughout the world, including thosemany in Europe.which Thewe newbuy materials and supplies from. These tariffs likelyhave will increaseincreased the cost of the certain products we source from these international jurisdictions and may affect future shipments from any of our foreign suppliers. We may not be able to pass along increases in tariffs and freight charges, and any alterations we may make to our business strategy or operations to adapt to the foregoing, including sourcing products from suppliers in other countries, would be time consuming and expensive and could adversely impact our business.

Geopolitical conflicts, including the ongoing conflicts in Ukraine and Israel and Gaza, could adversely impact our operations or those of our suppliers, manufacturers or customers. The extent to which these events impact our operations will depend on future developments, which are highly uncertain and cannot be predicted with confidence. If the uncertainty surrounding geopolitical conflicts and in the global marketplace continues, or if we, or any of our suppliers, manufacturers or customers encounter any disruptions to our or their respective operations or facilities, then we or they may be prevented or delayed from effectively operating our or their business, respectively, and the marketing and sale of our products and our financial results could be adversely affected.

Our anticipated growth will place significant strains on our management, operational and manufacturing systems and processes, sales and marketing team, financial systems and internal controls and other aspects of our business. As of December 31, 2024,2025, we had 143138 full-time employees in the United States and six7 full-time employees internationally. Our management and other personnel will need to devote a substantial amount of time towards maintaining compliance with these requirements and effectively manage these growth activities. We may face challenges integrating, developing and motivating our employee base. To effectively manage our growth, we must continue to improve our operational and manufacturing systems and processes, our financial systems and internal controls and other aspects of our business and continue to effectively expand, train and manage our personnel. If we do not successfully manage our anticipated growth, our business, results of operations, financial condition and prospects will be harmed.

We do not maintain fixed termfixed-term employment contracts with any of our employees. As a result, our employees could leave the Company with little or no prior notice and may be free to work for a competitor. Due to the complex and technical nature of our products and technology and the dynamic market in which we compete, any failure to attract, train, retain and motivate qualified personnel could materially harm our business, results of operations, financial condition and prospects.

In December 2022, we initiated a controlled launch of Platinum for RUO, subsequently began a controlled commercial launch of Platinum in January 2023, and subsequentlythen initiatedmoved to a full commercial launch atof thePlatinum beginning of the second quarter of 2024. In January 2025, we announced the launch of our Platinum Pro benchtop sequencer. First shipments of Platinum Pro occurred in March 2025. If we are able to successfully commercialize our products, we expect that we will generate substantially all of our revenue from the sale of our instruments and consumables. There can be no assurance that we will be able to successfully commercialize our products, design other products that will meet the expectations of our customers or that any of our future products will become commercially viable. As technologies change in the future for life sciences research tools in general and in proteomics and genomics technologies specifically, we will be expected to upgrade or adapt our products in order to keep up with the latest technology. To date, we have limited experience simultaneously designing, testing, manufacturing and selling products and there can be no assurance we will be able to do so. Our sales expectations are based in part on the assumption that our products will increase study sizes for our future customers and their associated purchases of our consumables. If sales of our instruments fail to materialize, so will the related consumable sales and associated revenue.

Our business will depend significantly on research and development spending by academic institutions and other research institutions, and any reduction in spending, driven by these customers or other third partythird-party funding sources such as the National Institutes of Health, could limit demand for our products and adversely affect our business, results of operations, financial condition and prospects.

We rely on certain contract manufacturers to manufacture and supply our instruments, components of our instruments, and certain components of our consumable offerings. If these manufacturers should fail or not perform satisfactorily, or for economic or other reasons choose to end business with us, our ability to commercialize and supply our instruments and consumable offerings would be adversely affected.

In the event it becomes necessary to utilize different contract manufacturers for our products or components of our products, we would experience additional costs, delays and difficulties in doing so as a result of identifying and entering into an agreement with a new manufacturer as well as preparing such new manufacturer to meet the logistical requirements associated with manufacturing our instruments and consumable offerings, and our business would suffer. In addition, if our products are authorized for use by the FDA as medical devices, we will need to contract with FDA-registered device establishments that are able to comply with current Good Manufacturing Practice requirements that are set forth in the Quality System Regulations (“QSR”),QSR, unless explicitly exempted by regulation.

We face significant competition in the life sciences technology market. We currently compete with life sciences technology and the diagnostic companies that are supplying components, products and services that serve customers engaged in proteomics analysis. These companies include but are not limited to: Agilent Technologies, Bio-Rad Laboratories, Danaher, Luminex, Merck KGaA (and its subsidiary MilliporeSigma) and Thermo Fisher Scientific. We also compete with a number of emerging growth companies that have developed, or are developing, proteomic products and solutions, such as: Nautilus Biotechnology, Olink Proteomics,Proteomics (acquired by Thermo Fisher Scientific), Quanterix, Seer and Standard BioToolsSomaLogic (includingacquired itsby recentIllumina, acquisition of SomaLogicInc.). Finally, we compete with a number of privately held companies that are developing technology that may compete with our products.

Other than the acquisition of Majelac, to date, the growth of our operations has been organic, and we have limited experience in acquiring other businesses or technologies. We may not be able to successfully integrate acquired personnel, operations and technologies, or effectively manage the combined business following an acquisition. Acquisitions could also result in dilutive issuances of equity securities, the use of our available cash, or the incurrence of debt, which could harm our operating results. In addition, if an acquired business fails to meet our expectations, our operating results, business and financial condition may suffer.

As of December 31, 2024,2025, we had federal net operating loss carryforwards (“NOLs”) to offset future taxable income of approximately $388.3$513.1 million, of which $65.5 million will begin to expire in 2033 if not utilized. A lack of future taxable income would adversely affect our ability to utilize these NOLs. In addition, under Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), a corporation that undergoes an “ownership change” is subject to limitations on its ability to utilize its pre-change NOLs and other pre-change tax attributes (such as research tax credits) to offset post-change taxable income. For these purposes, an ownership change generally occurs where the equity ownership of one or more stockholders or groups of stockholders who owns at least 5% of a corporation’s stock increases its ownership by more than 50 percentage points over its lowest ownership percentage within a three-year period (calculated on a rolling basis). We have completed an analysis through December 31, 20242025 and no such ownership change has occurred. Future changes in our stock ownership, including future offerings, as well as other changes that may be outside of our control, could result in additionalfuture ownership changes under Section 382 of the Code. Our NOLs may also be impaired under similar provisions of state law. We have recorded a full valuation allowance related to our NOLs and other deferred tax assets due to the uncertainty of the ultimate realization of the future benefits of those assets.

In addition to the limitations discussed above under Sections 382 of the Code, the utilization of NOLs incurred in taxable years beginning after December 31, 2017, are subject to limitations adopted by the Tax Cuts and Jobs Act, as modified by the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”). Under the TCJA, in general, NOLs generated in taxable years beginning after December 31, 2017 may offset no more than 80 percent80% of such year’s taxable income and there is no ability for such NOLs to be carried back to a prior taxable year. The CARES Act modifies the TCJA with respect to the TCJA’s limitation on the deduction of NOLs and provides that NOLs arising in taxable years beginning after December 31, 2017 and before January 1, 2021, may be carried back to each of the five taxable years preceding the tax year of such loss, but NOLs arising in taxable years beginning after December 31, 2020 may not be carried back. In addition, the CARES Act eliminates the limitation on the deduction of NOLs to 80 percent80% of current year taxable income for taxable years beginning before January 1, 2021. As a result of such limitation, we may be required to pay federal income tax in some future year notwithstanding that we had a net loss for all years in the aggregate.

If our research and development program or commercialization program were disrupted by a disaster or catastrophe, the launch of new products and the timing of improvements to our products could be significantly delayed and could adversely impact our ability to compete with other available products and solutions. If we or our third-party manufacturer’s capabilities are impaired, we may not be able to manufacture and ship our products in a timely manner, which would adversely impact our business. Although we possess insurance for damage to our property and thehave limited coverage for disruption of our business, this insurance may not be sufficient to cover all of our potential losses and may not continue to be available to us on acceptable terms, or at all.

Medical product manufacturers’ use of social media platforms presentscould present new risks.

The registered or unregistered trademarks or trade names that we own may be challenged, infringed, circumvented, declared generic, lapsed or determined to be infringing on or dilutive of other marks. We may not be able to protect our rights in these trademarks and trade names, which we need in order to build name recognition. In addition, third parties have filed, and may in the future file, for registration of trademarks similar or identical to our trademarks, thereby impeding our ability to build brand identity and possibly leading to market confusion. If such third parties were to succeed in registering or developing common law rights in any other trademarks that are similar or identical to our trademarks, and if we are not successful in challenging such rights and defending against challenges to our trademarks, we may not be able to use such trademarks to develop brand recognition of our technologies, products or services. In addition, there could be potential trade name or trademark infringement claims brought by owners of other registered trademarks or trademarks that incorporate variations of our registered or unregistered trademarks or trade names. Further, we have and may in the future enter into agreements with owners of such third-party trade names or trademarks to avoid potential trademark litigation which may limit our ability to use our trade names or trademarks in certain fields of business. Over the long term,long-term, if we are unable to establish name recognition based on our trademarks and trade names, then we may not be able to compete effectively, and our business, financial condition, results of operations and prospects may be adversely affected. Our efforts to enforce or protect our proprietary rights related to trademarks, trade secrets, domain names, copyrights or other intellectual property may be ineffective and could result in substantial costs and diversion of resources. Any of the foregoing events could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Third parties, including our competitors, could be infringing, misappropriating or otherwise violating our solely owned and/or in-licensed intellectual property rights. Monitoring unauthorized use of intellectual property is difficult and costly. We may not be able to detect unauthorized use of, or take appropriate steps to enforce, our intellectual property rights. From time to time, we seek to analyze our competitors’ products and services, and may in the future seek to enforce our rights based on potential infringement, misappropriation or violation of our intellectual property. However, the steps we will take to protect our intellectual property rights may not be adequate to enforce our rights as against such infringement, misappropriation or violation of our intellectual property. Any inability to meaningfully enforce our intellectual property rights could harm our ability to compete and reduce demand for our products and technologies.

Following the Business Combination, there were 3,833,319 outstanding warrants issued in connection with the initial public offering of HighCape (the “Public Warrants”) to purchase 3,833,319 shares of our Class A common stock at an exercise price of $11.50 per share, which warrants became exercisable on September 9, 2021. In addition, there are 135,000 private placement warrants (the “Private Warrants”) to purchase 135,000 shares of our Class A common stock at an exercise price of $11.50 per share. In certain circumstances, the Public Warrants and Private Warrants may be exercised on a cashless basis. To the extent such warrants are exercised, additional shares of our Class A common stock will be issued, which will result in dilution to the holders of our Class A common stock and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market could adversely affect the market price of our Class A common stock, the impact of which is increased as the value of our stock price increases. Both the Public Warrants and Private Warrants expire on June 10, 2026.

As a result, included on our balance sheets as of December 31, 20242025 and December 31, 2023,2024, are derivative liabilities related to our warrants. Accounting Standards Codification 815, Derivatives and Hedging (“ASC 815”), provides for the remeasurement of the fair value of such derivatives at each balance sheet date, with a resulting non-cash gain or loss related to the change in the fair value being recognized in earnings in the statement of operations. As a result of the recurring fair value measurement, our Consolidated Financial Statements and results of operations may fluctuate quarterly, based on factors that are outside of our control. Due to the recurring fair value measurement, it is expected that we will recognize non-cash gains or losses on the warrants each reporting period and that the amount of such gains or losses could be material.

DespiteNasdaq regaininghas complianceestablished oncontinued Decemberlisting 4,requirements, 2024,including therea requirement to maintain a minimum closing bid price of at least $1.00 per share. There can be no assurance that we will be able to maintain compliance with the Bid Price Requirement or maintain compliance with other Nasdaq requirements in the future. If we are not able to maintain compliance with Nasdaq requirements, our Class A common stock may be delisted from Nasdaq, which could have a material adverse effect on us and our stockholders, including by reducing the liquidity of our shares and having a material adverse effect on our ability to raise capital or complete a strategic transaction.

The following discussion and analysis provides information which management believes is relevant to an assessment and understanding of our consolidated results of operations and financial condition. The discussion should be read in conjunction with the Consolidated Financial Statements and Notes thereto contained in this Annual Report on Form 10-K. This discussion contains forward looking statements and involves numerous risks and uncertainties, including, but not limited to, those described in the “Risk Factors” section of this Annual Report on Form 10-K. Actual results may differ materially from those contained in any forward-looking statements. For a discussion on forward-looking statements, see the information set forth in the introductory note to this Annual Report under the caption “Cautionary Note Regarding Forward Looking Statements,” which information is incorporated herein by reference. Unless the context otherwise requires, references to “we”, “us”, “our”, the “Company” or “Quantum-Si” are intended to mean the business and operations of Quantum-Si Incorporated and its consolidated subsidiaries. For discussion and analysis pertaining to the year ended December 31, 20232024 overview and highlights as compared to the year ended December 31, 2022,2023, please refer to the Company’s Annual Report on Form 10-K, as filed with the SEC on FebruaryMarch 29,3, 2024.2025.

We are a life sciences company focused on proteomics research, with the mission of transforming single-molecule analysis and democratizing its use by providing researchers and clinicians access to the proteome, the set of proteins expressed within a cell. We have developed a proprietaryproprietary, universaluniversal, single-molecule detection platform that we are applying to proteomics to enable Next-Generationnext-gen Proteinprotein SequencingTMsequencing (“NGPS”), to sequence proteins in a massively parallel fashion (rather than sequentially, one at a time), which can also be used for the study of nucleic acids. We believe thatin the ability to sequence proteins in a massively parallel fashion and offer a fast analysis time provides NGPS with the potential to unlock significant biological information through improved resolution and unbiased access to the proteome at a speed and scale that is not available today. Traditionally, proteomic workflows to sequence proteins required days or weeks to complete. Our current platform includes our Platinum® NGPS instrument,line of instruments, Platinum Analysis Software,Software and consumable kits for use with our Platinum instrument.line of instruments. In 2021, we introduced our Platinum early access program to sites with participation from leading academic centers and key industry partners. The early access program introduced the Platinum single-molecule sequencing system to key opinion leaders across the globe for both expansion and development of applications and workflows. We began a controlled launch of the Platinum instrument and started to take orders in December 2022, and subsequently began a controlled commercial launch of Platinum in January 2023,2023 and then moved to a full commercial launch of Platinum beginning in the second quarter of 2024. In January 2025, we announced the launch of our Platinum Pro benchtop sequencer. First shipments of Platinum Pro occurred in March 2025.

We believe that our platform offers a differentiated solution in a rapidly evolving proteomics tools market. Within our initial focus market of proteomics, our platform is designed to provide users a seamless opportunity to gain key insights into the immediate state of biological pathways and cell state. Our platform aims to address many of the key challenges and bottlenecks with legacy proteomic solutions, such as mass spectrometry (“MS”), which include high instrument costs both in terms of acquisition and ownership, and complexity with data analysis, which together limit broad adoption. We believe our platform, which is designed to streamline sequencing and data analysis at a lower instrument cost and with greater automation than legacy proteomic solutions, could allow our product to have wide utility across the study of the proteome. For example, our platform could be used for biomarker discovery and disease detection, pathway analysis, immune response, vaccine development, quality assurance and quality control, among other applications.

TheAlthough macroeconomicthe climateCompany has experienced, and is continuing to experience, pressure from global developments such as high levels of inflation, global supply chain disruptions and international geopolitical conflicts. We continue to monitor these supply chain, inflation and interest rate factors, as well as the uncertainty resulting from the overall economic environment. Although we do not expect to bebeen significantly impacted by geopolitical conflicts,conflicts wethroughout havethe world, the Company has experienced somecertain constraints in product and material availability and increasing costs required to obtain somecertain materials and supplies as a result of these conflicts on the global economy. AsTo geopoliticaldate, the business has not been materially impacted by these conflicts, however, as the conflicts continue or worsen, itthey may impact ourthe business, financial condition orcondition, results of operations. We have takenoperations and willcash continue to take actions to help mitigate the impact of these economic challenges, but there can be no assurance as to the effectiveness of our efforts going forward.flows.

OnIn November 21, 2024, we announced that we committed to an organizational restructuring program designed to streamline and focus our overall corporate resources, as well as align required resources to focus on future product development objectives, including itsour recently announced Proteus™ platform. As a result, we terminated approximately 23% of our 187 employee workforce. In connection with the restructuring, we recognized one-time cash charges related to severance and other benefits of approximately $2.3 million in 2024 and expect to recognize $0.7 million in the first six months of 2025. In addition, we recognized non-cash expense of approximately $0.1 million in the fourth quarter of 2024 related to stock option modifications. The severance and other benefits related charge, as well as the expense related to stock option modifications are subject to a number of assumptions, and actual results may differ materially. We may also incur additional costs not currently contemplated due to events that may occur as a result of, or that are associated with, the restructuring. We substantially completed the restructuring in the fourth quarter of 2024. Our restructuring activities were complete as of December 31, 2024 and, as of December 31, 2025, we do not expect to incur additional charges associated with these activities. For further information regarding our restructuring activities, please refer to Note 14.13. Restructuring.Restructuring in the accompanying notes to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K.

On DecemberSeptember 11,26, 2024,2025, we entered into ana Equity DistributionSales Agreement (the “Sales Agreement”) with CanaccordLeerink GenuityPartners LLC (“CanaccordLeerink”), pursuant to which we may offer and sell shares of our Class A common stock, par value $0.0001,stock having an aggregate offering price of up to $75.0$100.0 million, from time to time through an “at-the-market” offering program under which CanaccordLeerink will act as sales agent (the “2025 ATM Offering”). We have no obligation to sell any shares under the Sales Agreement and may at any time suspend solicitation and offers under the EDA.Sales Agreement. The 2025 ATM Offering is being made pursuant to oura universal shelf registration statement on Form S-3, which we originally filed on September 26, 2025, and a sales agreement prospectus supplement related to the 2025 ATM Offering dated December 11, 2024.Offering. During the year ended December 31, 2024,2025, wethere soldwere and issued 23,425,650no shares of our Class A common stocksold under the ATMSales Offering, resulting in gross proceeds of $36.2 million. Net proceeds were $34.8 million after commissions and issuance costs of $1.4 million.Agreement.

On JanuaryJuly 3, 2025, we entered into a securities purchase agreement with a certain institutional investorsinvestor, pursuant to which we agreed to issue and sell, in a registered direct offering (the “July 2025 Registered Direct Offering”), an aggregate of 15,625,000(i) 18,200,000 shares of our Class A common stock at a price of $3.20$1.67 per Share.share and (ii) pre-funded warrants to purchase 11,740,119 shares of Class A common stock (the “Pre-Funded Warrants”). The Pre-Funded Warrants were exercised in full on August 1, 2025 at the exercise price of 0.0001 for one share of Class A common stock per Pre-Funded Warrant. The gross proceeds from the July 2025 Registered Direct Offering were $50.0 million. After deducting estimated placement agents’ fees and other offering expenses payable by the Company,us, net proceeds as of December 31, 2025 were approximately $46.9$46.7 million.

Stock options granted to non-employees are accounted for based on their fair value on the measurement date using the Black-Scholes model. For further information regarding our stock-based compensation and equity incentive plans, please refer to Note 2. Summary of Significant Accounting Policies,Policies and Note 11.10. Stock-based Compensation,Compensation in the accompanying notes to our Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K.

Inventory is stated at the lower of cost or net realizable value with cost determined using the first-in, first-out method. Materials that may be utilized for either commercial or, alternatively, for research and development purposes, are classified as inventory. Amounts in inventory used for research and development purposes are charged to research and development expense when the product enters the research and development process and can no longer be used for commercial purposes and, therefore, does not have an “alternative future use” as defined in authoritative guidance. During the years ended December 31, 2025, 2024 and 20232023, we identified $1.6 million, $3.2 million and $3.4 million, respectively, of product that no longer had an alternative future use and therefore was included as part of research and development expense. There was no such expense identified for the year ended December 31, 2022.

An assessment of the recoverability of capitalized inventory is performed during each reporting period and, if needed, we record a reserve for any excess and obsolete inventory to record inventory at its estimated net realizable value in the period it is identified. Inventory excess and obsolescence reserves related to cost of revenue were immaterial$0.7 million and $0.2 million for the years ended December 31, 20242025 and 2024, respectively. Inventory excess and obsolescence reserves related to cost of revenue were immaterial for the year ended December 31, 2023.

For further information regarding our significant accounting policies and estimates, please refer to Note 2. Summary of Significant Accounting Policies,Policies in the accompanying notes to our Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K.

Warrant LiabilityLiabilities

Outstanding warrants include Public Warrants which were issued as one-third of one redeemable warrant per unit during HighCape’s initial public offering on September 9, 2020, and Private Warrants sold to the Sponsor. The Public Warrants and Private Warrants meet the definition of a derivative and we recorded these warrants as long-termwarrant liabilities inon the Consolidated Balance Sheets at fair value upon the closing of the Business Combination, with subsequent changes in their respective fair values recognized in the Consolidated Statements of Operations and Comprehensive Loss at each reporting date. Both the Public Warrants and Private Warrants expire on June 10, 2026. For further information regarding our warrants, please refer to Note 12.11. Warrant Liabilities.Liabilities in the accompanying notes to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K.

For a discussion of recently adopted accounting pronouncements and accounting pronouncements pending adoption, please refer to Note 2. Summary of Significant Accounting Policies,Policies in the accompanying notes to the Consolidated Financial Statements included elsewhere in this Annual Report on Form 10-K.

(1) “nm” indicates amountchange is not meaningful.

Revenue is derived from sales of products and services. Product revenue is generated from the following sources: (i) sales of our Platinum® instrument,line of instruments, (ii) consumables, which consist of sales of our library preparationconsumables kits, sequencingincluding kitLibrary Preparation Kits, Sequencing Kit (which includes sequencing reagents and semiconductor chips), and other related reagent kits, and (iii) freight revenue, which is recognized upon shipment. Service revenue is generated from service maintenance contracts including Platinum Analysis Software access, and advanced training for instrument use.

Total revenue for the sale of our Platinum line of instruments, related reagent kits and service maintenance contracts increaseddecreased $2.0by $0.6 million, or 182.6%20.3% for the year ended December 31, 2025 as compared to the same period in 2023.2024. During the year ended December 31, 2025, we experienced longer capital sales cycles, largely driven by low or no capital spend budgets at certain customers, primarily from actual and potential budget cuts from the National Institute of Health (“NIH”).

Gross profit increaseddecreased $1.1$0.4 million, or 227.9%27.9% for the year ended December 31, 2025 as compared to the same period in 2023.2024.

We began a controlled launch of the Platinum instrument and started to take orders in December 2022, and subsequently began a controlled commercial launch of Platinum in January 2023, and then moved to a full commercial launch of Platinum beginning in the second quarter of 2024. In January 2025, we announced the launch of our Platinum Pro benchtop sequencer. First shipments of Platinum Pro occurred in March 2025.

Dividend and interest income forFor the years ended December 31, 20242025 and 20232024, Lease termination expense, net, is as follows (dollars in thousands):

DividendLease andtermination interestexpense, incomenet, increased by$13.6 $1.8 million, or 19.2%million for the year ended December 31, 20242025, aswhen compared to the same period in 2023.2024. This increase was due to a resultsettlement ofagreement higherto dividendsterminate earnedthe New Haven, Connecticut lease. For further details regarding this settlement, please refer to Note 17. Commitments and Contingencies in the accompanying notes to the Consolidated Financial Statements included elsewhere in this Annual Report on investedForm balances in marketable securities resulting from higher market interest rates.10-K.

Realized loss on trading securities forFor the years ended December 31, 20242025 and 20232024, Legal settlement expense, net of proceeds, is as follows (dollars in thousands):

Our business, results of operations, financial condition and cash flows are subject to various risks and uncertainties including the risk factors described under the caption “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on March 3, 2026.2026, There have been no material changes fromand the risk factor described below. We may disclose changes to risk factors previouslyor disclosed.additional risk factors from time to time in our future filings with the SEC.

The following discussion and analysis provides information which management believes is relevant to an assessment and understanding of our condensed consolidated results of operations and financial condition. The discussion should be read in conjunction with (i) the unaudited Condensed Consolidated Financial Statements and notes thereto contained in this Quarterly Report on Form 10-Q, (ii) the Consolidated Financial Statements and notes thereto for the year ended December 31, 2025 contained in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission (the “SEC”) on March 3, 2026, and (iii) our other public reports filed with the SEC. This discussion contains forward looking statements and involves numerous risks and uncertainties, including, but not limited to, those described in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2025, this Quarterly Report on Form 10-Q and in other filings that we make with the Securities and Exchange Commission. Actual results may differ materially from those contained in any forward-looking statements. Unless the context otherwise requires, references to “we”, “us”, “our”, the “Company” or “Quantum-Si” are intended to mean the business and operations of Quantum-Si Incorporated and its consolidated subsidiaries. The unaudited Condensed Consolidated Financial Statements for the three and six months ended MarchJune 31,30, 2026 and 2025 present the financial position and results of operations of Quantum-Si Incorporated and its consolidated subsidiaries.

We are a life sciences company focused on proteomics research, with the mission of transforming single-molecule analysis and democratizing its use by providing researchers and clinicians access to the proteome, the set of proteins expressed within a cell.cell through single-molecule protein sequencing. We have developed a proprietary, universal, single-molecule detection platform that we are applying to proteomics to enable next-gensingle-molecule protein sequencing (“NGPS”) to sequence proteins in a massively parallel fashion (rather than sequentially, one at a time), which can also be used for the study of nucleic acids. We believe in the ability to sequence proteins in a massively parallel fashion and offer a fast analysis time provides NGPS withhas the potential to unlock significant biological information through improved resolution and unbiased access to the proteome at a speed and scale not available today. Traditionally, proteomic workflows to sequence proteins required days or weeks to complete. Our current platform includes our Platinum® NGPSsingle-molecule protein sequencing line of instruments, Platinum Analysis Software and consumable kits for use with our Platinum line of instruments. In 2021, we introduced our Platinum early access program to sites with participation from leading academic centers and key industry partners. The early access program introduced the Platinum single-molecule sequencing system to key opinion leaders across the globe for both expansion and development of applications and workflows. We began a controlled launch of the Platinum instrument and started to take orders in December 2022, subsequently began a controlled commercial launch of Platinum in January 2023 and then moved to a full commercial launch of Platinum beginning in the second quarter of 2024. In January 2025, we announced the launch of our Platinum Pro benchtop sequencer. First shipments of Platinum Pro occurred in March 2025.

Most importantly, this roadmap includes the development of ProteusTM, our next-generation platform, which was announced in November 2024 and is anticipatedestimated to launchbe bylaunched in the endsecond quarter of 2026.2027. Proteus aims to provide single-molecule, amino acid level resolution while also providing anticipated significantly higher sequencing output per sample and increased sample throughput per run, automation of the sequencing workflow and automated data analysis as compared to Platinum Pro. The Proteus platform is being developed to be a modular, scalable system that allows for expansion in the overall platform, the number of consumables that can be processed concurrently and the overall output of sample data from the platform. The first generation of Proteus and associated sequencing consumables is anticipated to include motion control, liquid handling, and a new on-board single optical system with the ability to accept a new consumable chip that has approximately 80 million features. We believe this new platform will provide much deeper insights while simplifying and significantly reducing the cost of the underlying consumable. In addition, during our presentation in November 2025, we provided data demonstrating the wide range of proteomics applications that are addressable with our proprietary, single-molecule, kinetic detection technology. As a result of the anticipated launch of Proteus, we expect some customers may delay purchasing decisions for existing products, which is expected to adversely impact revenue until Proteus becomes commercially available.

Results of Operations for the Three and Six Months Ended MarchJune 31,30, 2026 as Compared to the Three and Six Months Ended MarchJune 31,30, 2025

The following table presents the Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and six months ended MarchJune 31,30, 2026 and 2025 (dollars in thousands):

Revenue, Cost of revenue and Gross profit for the three and six months ended MarchJune 31,30, 2026 and 2025 are as follows (dollars in thousands):

Total revenue for the sale of our Platinum line of instruments, related reagent kits and service maintenance contracts decreased by $0.6$0.2 million, or 69.4%,41.8%, and $0.8 million, or 58.0%, for the three and six months ended MarchJune 31,30, 2026, respectively, when compared to the same periodperiods in 2025. The decrease in revenue was primarily driven by lower sales volumes of instruments and consumables as customers deferred purchasing decisions in anticipation of the expected commercial launch of Proteus. We expect revenue in 2026 to continue to be impacted as customers may delay purchases ahead of Proteus becoming commercially available by the end of 2026.available.

Total cost of revenue decreased $0.1 million, or 28.3%, and $0.2 million, or 48.3%,40.3%, for the three and six months ended MarchJune 31,30, 2026, when compared to the same periodperiods in 2025. The change in the cost of revenue is directly correlated to the relative revenue and volume decreases for the three and six months ended MarchJune 31,30, 2026 as compared to the same periodperiods in 2025.

Gross profit decreased $0.4$0.2 million, or 84.8%51.0%, and $0.6 million, or 70.6%, for the three and six months ended MarchJune 31,30, 2026, when compared to the same periodperiods in 2025.

Gross profit margin was 28.7%50.0% and 40.9% for the three and six months ended MarchJune 31,30, 20262026, respectively, as compared to 57.7%59.4% and 58.4% for the same periodperiods in 2025.2025, respectively. This change in margin was primarily based on the mix of products sold during each period. We expect gross profit margin to be variable for the foreseeable future as we work through our continued commercialization efforts.

Research and development expenses for the three and six months ended MarchJune 31,30, 2026 and 2025 are as follows (dollars in thousands):

Research and development expenses increased by $0.8$0.6 million, or 5.6%,4.0%, for the three months ended MarchJune 31,30, 2026, when compared to the same period in 2025. This increase was primarily driven by a $0.8$0.6 million increase in laboratory supplies, $0.3 million of payroll and payroll-related costs, $0.2 million of fabrication and outsourced services driven by efforts to support the development of our Proteus platformplatform, $0.3 million increase in laboratory supplies and $0.2a $0.3 million of net increasesincrease in otherpayroll expenses.and payroll-related costs. These increases were partially offset by a $0.5$0.6 million decrease in rentfacility-related expensecosts primarily driven by the New Haven lease termination that occurred in the third quarter of 2025 and a $0.2 million decrease in professional services and consulting fees.2025.

Selling, general and administrative expenses for the three and six months ended MarchJune 31,30, 2026 and 2025 are as follows (dollars in thousands):

Selling, general and administrative expenses decreased $2.2$1.9 million, or 18.9%,16.1%, for the three months ended MarchJune 31,30, 2026, when compared to the same period in 2025. This decrease was primarily due to a $1.4$0.9 million decrease in legal fees, a $0.4 million decrease in professional services and consulting fees, a $0.3 million decrease in payroll and payroll-related costs, a $0.3$0.2 million decrease in personal property tax expense, a $0.2 million decrease in trade show and other marketing-related costs, a $0.2 million decrease in professional services and consulting feescosts and a $0.2 million net decrease in other expenses. These decreases were partially offset by a $0.2$0.3 million increase in stock-based compensation.

For the three and six months ended MarchJune 31,30, 2026 and 2025, dividend income and interest income was derived primarily from fixed income securities and money market mutual funds, respectively.

Dividend income and interest income for the three and six months ended MarchJune 31,30, 2026 and 2025 is as follows (dollars in thousands):

DividendThese decreases in dividend income and interest income decreased by $0.1 million and $0.6 million, respectively, or 40.7% and 25.0%, respectively, for the three months ended March 31, 2026, when compared to the same period in 2025. These decreases are a result of lower market interest rates on invested capital as well as relative lower invested balances in both the three and six months ended MarchJune 31,30, 2026.

Change in fair value of warrant liabilities for the three and six months ended MarchJune 31,30, 2026 and 2025 is as follows (dollars in thousands):

For the three months ended MarchJune 31,30, 2026, we recognized $0.4 million of income fromupon the decrease in the fair valueexpiration of warrantall liabilitiesoutstanding Public Warrants and Private Warrants as compared to $3.4$1.0 million of incomeexpense from the decreaseincrease in the fair value of warrant liabilities for the same period in 2025. TheseThe changesexpense inrecognized for the fairthree valuemonths ofended warrantJune liabilities30, were2025 was primarily driven by the change in the underlying trading price of our Class A common stock during the periods reported.period.

Other Income (Expense), Income, Net

Other income (expense), income, net, primarily consists of currency revaluations. Other income (expense), income, net, for the three and six months ended MarchJune 31,30, 2026 and 2025 is as follows (dollars in thousands):

The following table presents a summary of our consolidated cash flows for operating, investing, and financing activities for the threesix months ended MarchJune 31,30, 2026 and 2025 (in thousands):

Net cash used in operating activities was $25.6$44.1 million during the threesix months ended MarchJune 31,30, 2026. This cash used was primarily attributable to our net loss of $21.7$45.2 million, which resulted from continued spend on research and development and commercialization efforts. Net cash used was further impacted by $8.2$6.7 million of cash used from net changes in operating assets and liabilities, primarily due to the timing of cash receipts and payments for a legal settlement and activities in the ordinary course of business. In addition, operating cash flows were reduced by non-cash gains, including $0.9$1.6 million of accretion on marketable securities and a $0.4$0.8 million gain from changes in the fair value of warrant liabilities, primarily driven by the change in the underlying trading price of our Class A common stock. These items were partially offset by non-cash expenses, including stock-based compensation of $2.6 million, inventory write-downs of $1.3$5.6 million, depreciation and amortization of $1.2$2.5 million, inventory write-downs of $1.4 million and non-cash lease expense of $0.4$0.8 million.

Net cash used in operating activities was $26.2$46.4 million during the threesix months ended MarchJune 31,30, 2025. This cash used was primarily attributable to our net loss of $19.2$48.0 million,million which resultedresulting from continued spend on research and development and commercialization efforts. Net cash used was further impacted by $6.1$1.3 million of cash used from net changes in operating assets and liabilities, primarily due to the timing of cash receipts and payments in the ordinary course of business. In addition, operating cash flows were reduced by non-cash gains, including $4.3 million of accretion on marketable securities and a $3.4$2.4 million gain from changes in fair value of warrant liabilities, primarily driven by the change in the underlying trading price of our Class A common stock, and $2.1 million of accretion on marketable securities.stock. These items were partially offset by non-cash expenses, including stock-based compensation of $2.4$5.3 million, depreciation and amortization of $0.9$2.1 million, inventory write-downs of $0.7 million and non-cash lease expense of $0.6$1.3 million and inventory write-downs of $1.0 million.

Net cash provided by investing activities was $40.3$48.4 million during the threesix months ended MarchJune 31,30, 2026 compared to net cash used in investing activities of $34.2$29.1 million during the same period in 2025. Cash provided by investing activities during the current period was primarily attributable to $104.7$138.2 million of proceeds from sales and maturities of marketable securities, partially offset by $64.2$89.0 million of purchases of marketable securitiessecurities, and $0.3$0.4 million of purchases of property and equipment.equipment and $0.4 million of lease security deposits paid for the lease of a new facility in San Diego, California. The net cash inflow reflected the ongoing management of our investment portfolio to optimize liquidity and align investment maturities with anticipated cash requirements, while preserving capital, minimizing exposure to market and credit risk, and supporting our ability to fund ongoing research and development initiatives and operating needs. We also expect our net invested capital balance to vary in future quarters as we fund our operating needs primarily through our investment portfolio.

There was no net cash provided by financing activities during the threesix months ended MarchJune 31,30, 2026 compared to $48.4 million of net cash provided by financing activities during the same period in 2025. There were no financing transactions during the current period. Net cash provided by financing activities during the prior‑year period was attributable to $46.8 million of net proceeds from the issuance of common stock in a net direct equity offering and $1.6 million of proceeds from the exercise of stock options. Further information regarding the direct equity offering can be found below under the header Liquidity Outlook.

Since our inception, we have funded our operations primarily with proceeds from the issuance of equity to private investors, as well as with the proceeds received from the closing of the Business Combination. Additionally, we began to generate revenue during 2023 from commercial sales of our Platinum instrument. Our primary uses of liquidity have been operating expenses, capital expenditures and our acquisition of certain assets. Cash flows from operations have been historically negative as we continue to invest in the development of our technology in NGPS.single-molecule protein sequencing. Going forward, we anticipate debt or equity offerings will be the primary source of funds to support our operating needs and capital expenditures until we reach scale of our commercial operations. We expect to incur negative operating cash flows on an annual basis for the foreseeable future until such time that we can scale our revenue growth.

As of MarchJune 31,30, 2026, we had cash and cash equivalents and investments in marketable securities, current and non-currentsecurities of $190.4$169.9 million. Our future capital requirements may vary from those currently planned and will depend on various factors including the pace and success of product commercialization.

On December 11, 2024, we entered into an Equity Distribution Agreement (the “Canaccord Sales Agreement”) with Canaccord to sell shares of our Class A common stock having an aggregate offering price of up to $75.0 million, from time to time through an “at-the-market” offering program under which Canaccord acted as sales agent (the “2024 ATM Offering”). We had no obligation to sell any shares under the Canaccord Sales Agreement and could at any time suspend solicitation and offers under the Canaccord Sales Agreement. The 2024 ATM Offering was made pursuant to the 2023 Shelf Registration Statement and a prospectus supplement related to the 2024 ATM Offering dated December 11, 2024. During the year ended December 31, 2024, we sold and issued 23,425,650 shares of our Class A common stock under the 2024 ATM Offering, resulting in gross proceeds of $36.2 million. Net proceeds were $34.8 million after commissions and issuance costs of $1.4 million. We sold no shares of our Class A common stock under the 2024 ATM Offering during the year ended December 31, 2025. In connection with the July 2025 Registered Direct Offering, we provided written notice, effective as of July 3, 2025, to Canaccord of our election to terminate the Canaccord Sales Agreement for our at-the-market offering. At the time of termination, we had sold 23,425,650 shares of our Class A common stock under the Canaccord Sales Agreement for aggregate gross proceeds of $36.2 million.

On September 26, 2025, we entered into the Leerink Sales Agreement. We have no obligation to sell any shares under the Leerink Sales Agreement and may at any time suspend solicitation and offers under the Leerink Sales Agreement. The 2025 ATM Offering is being made pursuant to the 2025 Shelf Registration Statement and a prospectus supplement related to the 2025 ATM Offering. During the three and six months ended MarchJune 31,30, 2026 and the year ended December 31, 2025, there were no shares sold under the Leerink Sales Agreement. Shares offered and sold in the 2025 ATM Offering, if any, will be sold pursuant to the 2025 Shelf Registration Statement.

Contractual Obligations and Off-Balance Sheet Arrangements

We lease certain facilities and equipment under non-cancellable lease agreements that expire at various dates through 2029. As of MarchJune 31,30, 2026, future minimum lease payments were approximately $4.0$3.5 million.

Our management’s discussion and analysis of our financial condition and results of operations is based on our unaudited Condensed Consolidated Financial Statements, which have been prepared in accordance with U.S. GAAP. The preparation of these unaudited Condensed Consolidated Financial Statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the unaudited Condensed Consolidated Financial Statements, as well as expenses incurred during the reporting periods. Our estimates are based on historical experience and various other factors we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about items not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Please refer to our critical accounting policies as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025 and Note 2. Summary of Significant Accounting Policies in the accompanying notes to the unaudited Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q for a complete description of our significant accounting policies.