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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, 2025

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

For the transition period from to .

Commission File Number: 001-39815

908 DEVICES INC.

(Exact name of registrant as specified in its charter)

Delaware	45-4524096
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

44 Third Avenue, Burlington, MA	01803
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (857) 254-1500

645 Summer Street, Boston, MA 02210

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

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	MASS	The Nasdaq Global Market

Title of each class

Trading Symbol(s)

Name of each exchange

on which registered

Common Stock, par value $0.001 per share

MASS

The Nasdaq Global Market

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

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

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


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

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

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

As of November 5, 2025, the registrant had 36,192,978 shares of common stock, $0.001 par value per share, issued and outstanding.

Table of Contents

908 DEVICES INC.

Table of Contents


		Page
PART I.	FINANCIAL INFORMATION	4
Item 1.	Condensed Consolidated Financial Statements (Unaudited)	4
	Condensed Consolidated Balance Sheets	4
	Condensed Consolidated Statements of Operations	5
	Condensed Consolidated Statements of Comprehensive Income (loss)	6
	Condensed Consolidated Statements of Stockholders’ Equity	7
	Condensed Consolidated Statements of Cash Flows	8
	Notes to Unaudited Condensed Consolidated Financial Statements	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	33
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	49
Item 4.	Controls and Procedures	49
PART II.	OTHER INFORMATION	50
Item 1.	Legal Proceedings	50
Item 1A.	Risk Factors	50
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	50
Item 3.	Defaults Upon Senior Securities	50
Item 4.	Mine Safety Disclosures	50
Item 5.	Other Information	50
Item 6.	Exhibits	51
Signatures		52

Table of Contents

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements, which reflect our current views with respect to, among other things, our operations and financial performance. All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q, including statements regarding our future results of operations and financial position, business strategy and plans and our objectives for future operations, are forward-looking statements, and are made under the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “could,” “target,” “predict,” “seek” and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, short- and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those referenced in the section titled “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q. Moreover, we operate in a competitive and rapidly changing environment and new risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this Quarterly Report on Form 10-Q may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

The forward-looking statements included in this Quarterly Report on Form 10-Q are made only as of the date of this report. You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. We undertake no obligation to update publicly any forward-looking statements for any reason after the date of this Quarterly Report on Form 10-Q to conform these statements to actual results or to changes in our expectations.

We own various trademark registrations and applications, and unregistered trademarks, including MX908, ThreatID, ProtectIR, XplorIR, VipIR, 908 Devices and our corporate logo. All other trade names, trademarks and service marks of other companies appearing in this Quarterly Report on Form 10-Q are the property of their respective holders. Solely for convenience, the trademarks and trade names in this Quarterly Report on Form 10-Q may be referred to without the ®,™ or RTM symbols, but such references should not be construed as any indicator that their respective owners will not assert, to the fullest extent under applicable law, their rights thereto. We do not intend to use or display other companies’ trademarks and trade names to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

Table of Contents

PART I—FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements (Unaudited)

908 DEVICES INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands, except share and per share amounts)


	September 30,		December 31,
	2025		2024
Assets
Current assets:
Cash and cash equivalents	$	62,802	$	43,355
Marketable securities		49,250		25,568
Accounts receivable, net of allowance for credit losses of $146 and $524 at September 30, 2025 and December 31, 2024		11,000		8,852
Inventory		15,326		10,886
Prepaid expenses and other current assets		6,558		4,184
Current assets of discontinued operations		—		10,210
Total current assets		144,936		103,055
Operating lease, right-of-use assets		4,152		3,842
Property and equipment, net		4,147		1,595
Intangible assets, net		37,144		38,679
Other long-term assets		494		511
Non-current assets of discontinued operations		—		11,794
Total assets	$	190,873	$	159,476
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$	1,811	$	1,368
Accrued expenses		7,067		7,195
Deferred revenue		9,106		10,417
Operating lease liabilities		481		1,473
Contingent consideration		23,012		—
Current liabilities of discontinued operations		—		4,696
Total current liabilities		41,477		25,149
Operating lease liabilities, net of current portion		3,873		2,600
Deferred revenue, net of current portion		9,194		10,213
Contingent consideration, net of current portion		—		2,284
Other long-term liabilities		30		—
Non-current liabilities of discontinued operations		—		4,638
Total liabilities		54,574		44,884
Commitments and contingencies (Note 15)
Stockholders' equity:
Preferred stock, $0.001 par value; 5,000,000 shares authorized, no shares issued or outstanding at September 30, 2025 and December 31, 2024, respectively		—		—
Common stock, $0.001 par value; 100,000,000 shares authorized; 36,118,576 shares and 35,098,493 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively		36		35
Additional paid-in capital		363,710		356,216
Accumulated other comprehensive income		43		1,146
Accumulated deficit		(227,490)		(242,805)
Total stockholders' equity		136,299		114,592
Total liabilities and stockholders' equity	$	190,873	$	159,476

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Table of Contents

908 DEVICES INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands, except share and per share amounts)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Revenue:
Product revenue	$	10,844	$	11,216	$	28,950	$	24,996
Service and contract revenue		3,161		3,303		9,867		8,407
Total revenue		14,005		14,519		38,817		33,403
Cost of revenue:
Product cost of revenue		5,290		4,967		15,338		11,423
Service and contract cost of revenue		1,360		1,774		4,210		4,153
Total cost of revenue		6,650		6,741		19,548		15,576
Gross profit		7,355		7,778		19,269		17,827
Operating expenses:
Research and development		3,837		4,205		12,071		11,088
Selling, general and administrative		9,134		9,685		29,712		29,001
Change in fair value of contingent consideration		10,708		(12,141)		19,999		(12,141)
Goodwill impairment		—		30,523		—		30,523
Total operating expenses		23,679		32,272		61,782		58,471
Loss from continuing operations		(16,324)		(24,494)		(42,513)		(40,644)
Other income, net:
Interest income		1,101		879		3,114		3,741
Income from transition services agreement, net		431		—		2,073		—
Other expense, net		(89)		(33)		(229)		(213)
Total other income, net		1,443		846		4,958		3,528
Loss from operations before income taxes		(14,881)		(23,648)		(37,555)		(37,116)
Income tax expense		(29)		—		(100)		—
Net loss from continuing operations	$	(14,910)	$	(23,648)		(37,655)		(37,116)
Net income (loss) from discontinued operations, net of tax		(72)		(5,647)		52,970		(15,644)
Net income (loss) attributable to common stockholders	$	(14,982)	$	(29,295)	$	15,315	$	(52,760)
Net loss from continuing operations per share attributable to common stockholders, basic and diluted	$	(0.41)	$	(0.68)	$	(1.05)	$	(1.10)
Net income (loss) from discontinued operations per share attributable to common stockholders, basic and diluted	$	(0.00)	$	(0.16)	$	1.48	$	(0.46)
Net income (loss) per share attributable to common stockholders, basic and diluted	$	(0.41)	$	(0.84)	$	0.43	$	(1.56)
Weighted average common shares outstanding
Basic and diluted		36,101,051		34,670,638		35,791,111		33,817,613

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Table of Contents

908 DEVICES INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)

(in thousands, except share amounts)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Net income (loss) attributable to common stockholders	$	(14,982)	$	(29,295)	$	15,315	$	(52,760)
Other comprehensive income (loss)
Foreign currency translation adjustment		—		683		(7)		188
Foreign currency translation adjustments reclassed out of accumulated other comprehensive income related to discontinued operations		—		—		(1,125)		—
Unrealized gain on marketable securities, net of tax of $0		59		27		29		15
Total other comprehensive income (loss)	$	59	$	710	$	(1,103)	$	203
Comprehensive income (loss)	$	(14,923)	$	(28,585)	$	14,212	$	(52,557)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Table of Contents

908 DEVICES INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)

(in thousands, except share amounts)


						Accumulated
				Additional		Other				Total
	Common Stock			Paid-in		Comprehensive		Accumulated		Stockholders'
	Shares	Amount		Capital		Income (Loss)		Deficit		Equity
Balances at December 31, 2024	35,098,493	$	35	$	356,216	$	1,146	$	(242,805)	$	114,592
Issuance of common stock upon exercise of stock options	8,266		—		11		—		—		11
Stock-based compensation expense	—		—		2,365		—		—		2,365
Vesting of restricted stock units	632,797		1		—		—		—		1
Net income	—		—		—		—		43,603		43,603
Foreign currency translation adjustments	—		—		—		(7)		—		(7)
Foreign currency translation adjustments reclassed out of accumulated other comprehensive income related to discontinued operations	—		—		—		(1,125)		—		(1,125)
Unrealized loss on marketable securities	—		—		—		(16)		—		(16)
Balances at March 31, 2025	35,739,556	$	36	$	358,592	$	(2)	$	(199,202)	$	159,424
Issuance of common stock upon exercise of stock options	100,397		—		207		—		—		207
Stock-based compensation expense	—		—		2,336		—		—		2,336
Issuance of common stock upon ESPP purchase	57,988		—		170		—		—		170
Vesting of restricted stock units	159,635		—		—		—		—		—
Net loss	—		—		—		—		(13,306)		(13,306)
Unrealized loss on marketable securities	—		—		—		(14)		—		(14)
Balances at June 30, 2025	36,057,576	$	36	$	361,305	$	(16)	$	(212,508)	$	148,817
Issuance of common stock upon exercise of stock options	24,746		—		26		—		—		26
Stock-based compensation expense	—		—		2,379		—		—		2,379
Vesting of restricted stock units	36,254		—		—		—		—		—
Net loss	—		—		—		—		(14,982)		(14,982)
Unrealized gains on marketable securities	—		—		—		59		—		59
Balances at September 30, 2025	36,118,576	$	36	$	363,710	$	43	$	(227,490)	$	136,299


						Accumulated
				Additional		Other				Total
	Common Stock			Paid-in		Comprehensive		Accumulated		Stockholders'
	Shares	Amount		Capital		Income		Deficit		Equity
Balances at December 31, 2023	32,519,023	$	33	$	334,692	$	1,365	$	(170,599)	$	165,491
Issuance of common stock upon exercise of stock options	34,563		—		61		—		—		61
Stock-based compensation expense	—		—		2,643		—		—		2,643
Vesting of restricted stock units	370,511		—		—		—		—		—
Net loss	—		—		—		—		(10,917)		(10,917)
Foreign currency translation adjustments	—		—		—		(370)		—		(370)
Unrealized loss on marketable securities	—		—		—		(15)		—		(15)
Balances at March 31, 2024	32,924,097	$	33	$	337,396	$	980	$	(181,516)	$	156,893
Issuance of common stock upon exercise of stock options	57,610		—		97		—		—		97
Stock-based compensation expense	—		—		3,096		—		—		3,096
Issuance of common stock pursuant to the acquisition of RedWave Technology	1,497,171		2		8,615		—		—		8,617
Issuance of common stock upon ESPP purchase	67,292		—		326						326
Vesting of restricted stock units	84,713		—		—		—		—		—
Net loss	—		—		—		—		(12,548)		(12,548)
Foreign currency translation adjustments	—		—		—		(125)		—		(125)
Unrealized gains on marketable securities	—		—		—		3		—		3
Balances at June 30, 2024	34,630,883	$	35	$	349,530	$	858	$	(194,064)	$	156,359
Issuance of common stock upon exercise of stock options	41,535		—		66		—		—		66
Stock-based compensation expense	—		—		3,199		—		—		3,199
Vesting of restricted stock units	40,070		—		—		—		—		—
Net loss	—		—		—		—		(29,295)		(29,295)
Foreign currency translation adjustments	—		—		—		683		—		683
Unrealized gains on marketable securities	—		—		—		27		—		27
Balances at September 30, 2024	34,712,488	$	35	$	352,795	$	1,568	$	(223,359)	$	131,039

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Table of Contents

908 DEVICES INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)


	Nine Months Ended September 30,
	2025		2024
Cash flows from operating activities:
Net income (loss)	$	15,315	$	(52,760)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Goodwill impairment		—		30,523
Depreciation and amortization expense		3,354		3,245
Stock-based compensation expense		7,080		8,938
Provision for inventory obsolescence		378		527
Net amortization of premiums and accretion of discounts on marketable securities		(641)		(86)
Loss on disposal of property and equipment		133		54
Gain on sale of Desktop Portfolio, net of transaction costs		(56,128)		—
Provision for credit losses		—		190
Change in fair value of contingent consideration		19,999		(12,141)
Deferred income tax		—		(210)
Changes in operating assets and liabilities, net of business combinations:
Accounts receivable, net		546		(6,901)
Inventory		(5,462)		(2,996)
Prepaid expenses and other current assets		(2,237)		1,478
Other long-term assets		189		(6)
Accounts payable and accrued expenses		(5,423)		464
Deferred revenue		(2,142)		1,694
Right-of-use operating lease assets		1,563		1,493
Operating lease liabilities		(1,531)		(1,510)
Net cash used in operating activities		(25,007)		(28,004)
Cash flows from investing activities:
Purchases of property and equipment		(961)		(412)
Purchases of marketable securities		(54,276)		(40,879)
Acquisition of businesses, net of cash acquired		(2,000)		(44,783)
Proceeds from sale of Desktop Portfolio		69,909		—
Proceeds from maturities of marketable securities		31,265		38,973
Net cash provided by (used in) investing activities		43,937		(47,101)
Cash flows from financing activities:
Payments for withholding taxes on vested awards		(698)		(1,039)
Proceeds from issuance of common stock		415		551
Payments for contingent consideration		—		(417)
Net cash used in financing activities		(283)		(905)
Effect of foreign exchange rate changes on cash and cash equivalents		27		(6)
Net increase (decrease) in cash, cash equivalents and restricted cash		18,674		(76,016)
Cash, cash equivalents and restricted cash at beginning of period		44,203		121,212
Cash, cash equivalents and restricted cash at end of period	$	62,877	$	45,196
Supplemental disclosure of noncash investing and financing information:
Property and equipment included in account payable	$	—	$	36
Transfers of inventory to property and equipment	$	513	$	999
Fair value of common stock issued for acquisition of RedWave Technology	$	—	$	8,616
Reconciliation of cash, cash equivalents and restricted cash:
Cash and cash equivalents	$	62,802	$	45,025
Restricted cash included in other long-term assets		75		171
Total cash, cash equivalents and restricted cash shown in the statement of cash flows	$	62,877	$	45,196

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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908 DEVICES INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Nature of the Business and Basis of Presentation

908 Devices Inc. (the “Company”) was incorporated in the State of Delaware on February 10, 2012. The Company is revolutionizing chemical analysis with its simple handheld devices, addressing life-altering applications. The Company’s devices are used at the point-of-need to interrogate unknown and invisible materials and provide quick, actionable answers in vital health, safety and defense tech applications, addressing the fentanyl and illicit drug crisis, toxic carcinogen exposure, and global security threats. The Company designs and manufactures innovative products that bring together the power of complementary analytical technologies, software automation, and machine learning.

The Company is subject to risks and uncertainties common to technology companies in the device industry and of similar size, including, but not limited to, development by competitors of new technological innovations, dependence on key personnel, protection of proprietary technology, compliance with government regulations, uncertainty of market acceptance of products, and the need to obtain additional financing to fund operations. Potential risks and uncertainties also include, without limitation, uncertainties regarding elevated inflation and interest rates, and changes in countries’ trade policies and tariffs. Products currently under development will require additional research and development efforts prior to commercialization and will require additional capital and adequate personnel and infrastructure. The Company’s research and development may not be successfully completed, adequate protection for the Company’s technology may not be obtained, and approved products may not prove commercially viable. The Company operates in an environment of rapid change in technology and competition.

Acquisitions

The Company acquired CAM2 Technologies, LLC (d/b/a RedWave Technology) (“RedWave”), located in Danbury, Connecticut in April 2024. RedWave is a leading provider of portable Fourier Transform Infrared (“FTIR”) spectroscopic analyzers for rapid chemical identification of bulk materials. FTIR, an optical spectroscopy technology, is highly regarded for its specific substance identification abilities across a broad range of bulk materials. This acquisition provided the Company with an expanded portfolio of handheld chemical analysis devices that quickly detect and identify unknown solids, liquids, vapors, and aerosols at the point of need. In addition, RedWave provided a line of accessories for pharma Process Analytical Technology (PAT) and industrial QC applications. See Note 16, Acquisitions, for further information.

The Company acquired KAF Manufacturing Company, Inc. (“KAF”), located in Stamford, Connecticut in July 2025. KAF is a precision machining company focused on providing precision components, diamond-turned optics and components for laboratory and medical instrument original equipment manufacturers and for the aerospace industry. This acquisition provided the Company with strength and sustainability over its supply chain for critical FTIR components. See Note 16, Acquisitions, for further information.

Divestment of Desktop Portfolio

The Company sold its wholly-owned subsidiary, 908 Devices GmbH and certain liabilities and specified assets of the Company which together constituted the entirety of the Company’s portfolio of desktop devices used in the field of bioprocessing PAT (the “Desktop Portfolio”) to Repligen Corporation and Repligen GmbH (“Repligen Corporation” or “Repligen”) on March 4, 2025 (the “Closing Date”). See Note 3, Discontinued Operation, for further information.

On the Closing Date, the Company entered into a Transition Services Agreement (the “TSA”) with Repligen, which provides for services to be performed by the Company in order to facilitate a transition of the business associated with the Desktop Portfolio. Under the TSA, the Company will provide certain technology, financial, manufacturing and other operational transition services to Repligen for a period of time, and will maintain the personnel and facilities required to provide such services for the duration specified for each such service. Repligen has agreed to pay the Company for certain costs of the transition services performed by the Company under the TSA and these services are recorded within Other Income, net in the Company’s condensed consolidated statement of operations.

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On the Closing Date, the parties entered into a Lease Assignment Assumption and Consent Agreement (the “Assignment and Assumption Agreement”). Under the Assignment and Assumption Agreement, the Company assigned to Repligen the Company’s rights in, to and under the real property lease for its North Carolina facility, and Repligen assumed the liabilities related thereto. In addition, as a result of the sale of 908 Devices GmbH, Repligen assumed the liabilities related to the real property lease in Braunschweig, Germany.

On the Closing Date, the Company entered into an UNC Intellectual Property Sublicense Agreement with Repligen (the “Sublicense Agreement”) under which the Company granted a sublicense to license certain Company rights to in-licensed technologies under the Company’s license agreement with the University of North Carolina (“UNC”). See Note 15, Commitments and Contingencies.

On the Closing Date, the company entered into a Supply Agreement with Repligen under which the Company will supply certain components to Repligen related to the Rebel product offering.

The Company incurred certain significant costs relating to the Transaction, such as legal, accounting, financial advisory, printing and other professional services fees, as well as other customary payments. Through September 30, 2025, these costs amounted to approximately $4.4 million and are included within the net income (loss) from discontinued operations, net of tax line item on the Company's condensed consolidated statement of operations.

Unaudited Interim Financial Information

The accompanying condensed consolidated financial statements have been prepared based on continuity of operations, realization of assets and the satisfaction of liabilities and commitments in the ordinary course of business. The Company has incurred recurring losses since inception, including net losses from continuing operations of $37.7 million for the nine months ended September 30, 2025 and $42.1 million for the year ended December 31, 2024. As of September 30, 2025, the Company had an accumulated deficit of $227.5 million. The Company expects to continue to generate operating losses for the foreseeable future. The Company expects that its cash and cash equivalents and revenue from product and service will be sufficient to fund its operating expenses and capital expenditure requirements for at least 12 months from the issuance date of the condensed consolidated financial statements. The Company may seek additional funding through private or public equity financings, debt financings, collaborations, strategic alliances and marketing, distribution or licensing arrangements. The Company may not be able to obtain financing on acceptable terms, or at all, and the Company may not be able to enter into collaborations or other arrangements. The terms of any financing may adversely affect the holdings or the rights of the Company's stockholders. If the Company is unable to obtain funding, the Company could be forced to delay, reduce or eliminate some or all of its research and development programs, product expansion or commercialization efforts, or the Company may be unable to continue operations.

Reclassifications

The Company’s Desktop Portfolio met all the conditions to be classified as held for sale and, because the Company considers the disposal of the Desktop Portfolio to be a strategic shift that will have a major effect on its operations and financial results, represented a discontinued operation. All assets and liabilities associated with the Company’s Desktop Portfolio were therefore classified as assets and liabilities of discontinued operations in our condensed consolidated balance sheets for the periods presented. Further, all historical operating results for the Company’s Desktop Portfolio are reflected within discontinued operations in the condensed consolidated statements of operation for all periods presented. For additional information, see Note 3, Discontinued Operations and TSA.

Certain amounts in prior periods have been reclassified to reflect the impact of the discontinued operations treatment of the Desktop Portfolio in order to conform to the current period presentation.

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2. Summary of Significant Accounting Policies

Unaudited Condensed Interim Financial Information

The condensed consolidated balance sheet at December 31, 2024 was derived from audited consolidated financial statements but does not include all disclosures required by GAAP. The accompanying unaudited condensed consolidated financial statements as of September 30, 2025 and for the three and nine months ended September 30, 2025 and 2024 have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial statements. Certain information and footnote disclosures normally included in the consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto for the year ended December 31, 2024 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 on file with the SEC. In the opinion of management, all adjustments, consisting only of normal recurring adjustments necessary for a fair statement of the Company’s financial position as of September 30, 2025 and results of operations for the three and nine months ended September 30, 2025 and 2024 and statements of stockholders’ equity for the three and nine months ended September 30, 2025 and 2024 and cash flows for the nine months ended September 30, 2025 and 2024 have been made. The Company’s results of operations for the three and nine months ended September 30, 2025 are not necessarily indicative of the results of operations that may be expected for the year ending December 31, 2025 or any other period.

Basis of Presentation

The Company’s condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”).

The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, 908 Devices Securities Corporation, RedWave, and 908 Devices (Shanghai) Technology Co., Ltd (which was dissolved in the third quarter of the current annual period). All intercompany balances and transactions have been eliminated.

Discontinued Operations

The Company accounted for the sale of its Desktop Portfolio in accordance with ASC 205 Discontinued Operations (“ASC 205”). ASC 205 requires that a component of an entity that has been disposed of or is classified as held for sale, has operations and cash flows that can be clearly distinguished from the rest of the entity, and represents a strategic shift that has (or will have) a major effect on the reporting entity’s financial results must be reported as discontinued operations. The sale of its Desktop Portfolio met the held-for-sale criteria as defined in ASC 205.

In the period a component of an entity is classified as a discontinued operation, the results of operations for the periods presented are reclassified into separate line items in the unaudited condensed consolidated statements of operations and the assets and liabilities of the discontinued operation are also reclassified into separate line items on the related condensed consolidated balance sheets. Prior period amounts are also adjusted to reflect discontinued operations presentation. All amounts included in the notes to the unaudited condensed consolidated financial statements relate to continuing operations unless otherwise noted.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting periods. Significant estimates and assumptions reflected in these condensed consolidated financial statements include, but are not limited to, revenue recognition and accounts receivable, the valuation of inventory, fair value of assets acquired and liabilities assumed in

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acquisitions, estimated fair value used to record impairment charges related to goodwill, fair value of contingent consideration, and the valuation of stock-based awards. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. Due to the impact of elevated inflation and interest rates, and changes in countries’ trade policies and tariffs and changes in interest rates, there has been uncertainty and disruption in the global economy and financial markets. The Company is not aware of any specific event or circumstance that would require further updates to its estimates or judgments or a revision of the carrying value of its assets or liabilities as of the date of issuance of these condensed consolidated financial statements. These estimates may change, as new events occur and additional information is obtained. On an ongoing basis, management evaluates its estimates as there are changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results may differ from those estimates or assumptions.

Risk of Concentrations of Credit, Significant Customers and Significant Suppliers

Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and cash equivalents, marketable securities, and accounts receivable. The Company’s cash and cash equivalents and restricted cash are maintained in bank deposit accounts and money market funds that regularly exceed federally insured limits. The Company is exposed to credit risk on its cash, cash equivalents and restricted cash in the event of default by the financial institutions to the extent account balances exceed the amount insured by the Federal Deposit Insurance Corporation (“FDIC”). The Company’s marketable securities are invested in U.S. treasury securities and as a result, the Company believes represent minimal credit risk.

Significant customers are those that accounted for 10% or more of the Company’s total revenue or accounts receivable. For the three months ended September 30, 2025, one customer represented 10% of total revenue. For the comparable three months ended September 30, 2024, one customer represented 24% of total revenue.

For the nine months ended September 30, 2025, no customer represented 10% or more of total revenue. For the comparable nine months ended September 30, 2024, two customers represented 12% and 10% or more of total revenue, respectively.

As of September 30, 2025, two customers accounted for 17% and 11% of gross accounts receivable, respectively. As of December 31, 2024, one customer accounted for 20% of gross accounts receivable.

Certain of the components included in the Company’s products are obtained from a sole source, a single source or a limited group of suppliers. Although the Company seeks to reduce dependence on those limited sources of suppliers and manufacturers, the partial or complete loss of certain of these sources, or the requirement to establish a new supplier for the components, could have a material adverse effect on the Company’s operating results, financial condition and cash flows and damage its customer relationships.

Accounts Receivable

Accounts receivable are presented net of an allowance for credit losses, which is an estimate of amounts that may not be collectible. The Company performs ongoing credit evaluations of its customers and monitors economic conditions to identify facts and circumstances that may indicate its receivables are at risk of not being collected. The Company provides reserves against accounts receivable for estimated credit losses, if any, that may result from a customer’s inability to pay based on the composition of its accounts receivable, current economic conditions and historical credit loss activity, and relevant available forward-looking information. Amounts deemed uncollectible are charged or written-off against the reserve. The following is a summary of the activity of the Company’s allowance for credit losses (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Balances at beginning of period	$	119	$	544	$	524	$	389
Current period change for expected credit loss		27		—		(1)		163
Deduction / recoveries collected		—		—		(377)		(8)
Balances at end of period	$	146	$	544	$	146	$	544

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Fair Value Measurements

Certain assets and liabilities are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable:

●

Level 1 - Quoted prices in active markets for identical assets or liabilities.

●

Level 2 - Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data.

●

Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques.

The Company's financial instruments consist primarily of cash equivalents, marketable securities, accounts receivable, accounts payable, accrued expenses and contingent consideration. The Company’s cash equivalents and marketable securities, consisting of money market funds (a Level 1 measurement) and U.S. treasury notes (a Level 2 measurement), are carried at fair value, determined according to the fair value hierarchy described above (See Note 4, Fair Value Measurements). The carrying values of the Company’s accounts receivable, accounts payable and accrued expenses approximate their fair values due to the short-term nature of these assets and liabilities. The carrying value of the Company’s long-term debt approximates its fair value (a Level 2 measurement) at each balance sheet date due to its variable interest rate, which approximates a market interest rate. The Company’s contingent consideration is measured at its fair value at each balance sheet date using unobservable inputs in the valuation methodology (a Level 3 measurement).

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation and amortization.

Depreciation and amortization expense is recognized using the straight-line method over the estimated useful life of each asset as follows:


		Estimated Useful Life
Laboratory and demonstration equipment		2 to 5 years
Standard tools and machinery		5 to 10 years
Computer equipment and software		3 years
Furniture and fixtures		7 years
Leasehold improvements		Shorter of remaining life of lease or useful life

During the three months ended September 30, 2025, standard tools and machinery was added to the list of assets to capture the equipment acquired with the acquisition of KAF, there is no further impact to our existing property and equipment and its depreciation.

Costs for capital assets not yet placed into service are capitalized as construction-in-progress and depreciated once placed into service. Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation and amortization are removed from the accounts and any resulting gain or loss is included in loss from operations. Expenditures for repairs and maintenance are charged to expense as incurred.

When a device is used as demonstration equipment, such device is reclassified from inventory to demonstration equipment under property and equipment and begins to depreciate over its estimated useful life. The Company does not refurbish such device or reverse transfer the device to inventory.

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Intangible Assets

Intangible assets with a finite useful life are recorded at cost, net of accumulated amortization and are amortized on a straight-line basis over their estimated useful lives as follows:



Customer Relationships		8 years
Developed Technology		15 years

The Company reviews other long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset or an asset group may not be recoverable. In evaluating long-lived assets for recoverability, the Company estimates the future cash flows that are expected from the use of each asset group. Impairment losses are measured and recorded for the excess of an asset's carrying value over its fair value. To determine the fair value of long-lived assets, the Company utilizes the valuation technique or techniques deemed most appropriate based on the nature of the asset or asset group, which may include the use of quoted market prices, prices for similar assets or other valuation techniques such as discounted future cash flows or earnings.

Segment Information

The Company manages its operations on a consolidated basis and as a single segment for the purposes of assessing performance and making operating decisions. The Company provides a suite of purpose-built handheld mass spectrometry and FTIR devices for use in vital health and safety applications. Operating segments are defined as components of an enterprise for which separate financial information is regularly evaluated by the Company’s chief operating decision maker, or decision-making group, in deciding how to allocate resources and assess performance. The Company has determined that its chief operating decision maker (“CODM”) is its Chief Executive Officer. See Note 17, Segment Reporting, for disclosure of significant segment expenses.

Revenue from Contracts with Customers

The Company’s customers primarily consist of federal and defense entities, state authorities and local municipalities, foreign national and provincial organizations and other institutions.

Distribution Channels

A majority of the Company’s revenue is generated by sales in conjunction with its channel partners, such as its international channel partners and, in the United States, for end customers where a government contract is required or a customer has a pre-existing relationship. When the Company transacts with a channel partner, its contractual arrangement is with the partner and not with the end-use customer. Whether the Company transacts business with and receives the order from a channel partner or directly from an end-use customer, its revenue recognition policy and resulting pattern of revenue recognition for the order are the same.

Disaggregated Revenue

The Company’s product and service revenue consists of sales of devices and recurring revenue which includes consumables, accessories and the sale of service and extended warranty plans. The following table presents the Company’s revenue by revenue stream (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Revenue:
Device sales revenue	$	9,114	$	10,061	$	24,806	$	22,418
Recurring revenue		4,837		4,417		13,894		10,944
Contract revenue		54		41		117		41
Total revenue	$	14,005	$	14,519	$	38,817	$	33,403

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The following table presents the Company’s revenue by source (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Revenue:
Handheld product and service revenue	$	13,215	$	13,868	$	36,624	$	30,587
Program product and service revenue		—		110		166		1,908
OEM and funded partnership revenue		790		541		2,027		908
Total revenue	$	14,005	$	14,519	$	38,817	$	33,403

Revenue based on the end-user entity type for the Company’s revenue are presented below (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
United States federal and defense	$	4,741	$	6,221	$	9,356	$	14,026
United States state authorities and local municipalities		6,098		5,779		18,346		13,184
Rest of world national and provincial organizations		2,426		2,018		9,133		5,331
Global pharmaceutical, industrial and other		740		501		1,982		862
Total revenue	$	14,005	$	14,519	$	38,817	$	33,403

The following table disaggregates the Company’s revenue from contracts with customers by geography, which are determined based on the customer location (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
United States	$	11,231	$	12,499	$	29,173	$	27,861
Europe, Middle East and Africa		1,538		1,747		7,358		4,602
Asia Pacific		793		72		1,645		433
Americas other		443		201		641		507
Total revenue	$	14,005	$	14,519	$	38,817	$	33,403

Customer Commitment

In June 2025, the Company entered into a Master Supply Agreement with a large analytical instrumentation customer (“OEM Customer”), who is an existing customer of the Company and a customer of KAF. The OEM Customer committed to $6.6 million of orders over the initial three years with a minimum initial cancelation fee of $2.6 million. In addition, in July 2025, the OEM Customer paid an upfront cash payment of $0.75 million to secure the supply of precision optical components and assemblies and the fee will be recognized over the initial term of the Master Supply Agreement. As of September 30, 2025, $0.7 million of the upfront payment is recorded in deferred revenue and deferred revenue, net of current portion.

Deferred Revenue

The following is a summary of the activity of the Company’s deferred revenue (in thousands):


	Nine Months Ended September 30,
	2025		2024
Balances at beginning of period	$	20,630	$	17,104
Recognition of revenue included in balance at beginning of the period		(8,353)		(6,346)
Deferred revenue acquired, net of revenue recognized		—		3,263
Revenue deferred during the period, net of revenue recognized		6,023		8,462
Balances at end of period	$	18,300	$	22,483

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The amount of deferred revenue equals the transaction price allocated to unfulfilled performance obligations for the period presented. Such deferred revenue amounts related to product and service revenue are expected to be recognized in the future as follows (in thousands):


	September 30,		December 31,
	2025		2024
Deferred revenue expected to be recognized in:
One year or less	$	9,106	$	10,417
One to two years		4,570		5,005
Three years and beyond		4,624		5,208
	$	18,300	$	20,630

Other Comprehensive Income (Loss)

Other comprehensive income (loss) refers to revenues, expenses, gains and losses that are excluded from net income (loss) as these amounts are recorded directly as an adjustment to shareholders' equity, net of tax. The Company's other comprehensive income (loss) was composed of foreign currency translation adjustments and unrealized gains/losses on available-for-sale marketable securities.

Net Income (Loss) per Share

The Company has one class of shares outstanding and basic net income (loss) per common share is computed by dividing the net income (loss) by the weighted average number of shares of common stock outstanding for the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period, including potential dilutive common shares assuming the dilutive effect of any potential dilutive securities outstanding for the fiscal year. Potential dilutive securities include warrants, stock options, restricted stock units, shares to be purchased under the Company’s employee stock purchase plan and shares to be issued based on the amount of earnout revenue achieved under the contingent consideration related to the RedWave acquisition. For periods in which the Company reports a net loss, diluted net loss per common share is the same as basic net loss per common share since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive.

Recently Issued Accounting Pronouncements

The Company qualifies as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and has elected not to “opt out” of the extended transition related to complying with new or revised accounting standards, which means that when a standard is issued or revised and it has different application dates for public and nonpublic companies, the Company will adopt the new or revised standard at the time nonpublic companies adopt the new or revised standard and will do so until such time that the Company either (i) irrevocably elects to “opt out” of such extended transition period or (ii) no longer qualifies as an emerging growth company.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740). The accounting guidance requires public entities, on an annual basis, to provide disclosure of specific categories in their tax rate reconciliations, as well as disclosure of income taxes paid disaggregated by jurisdiction. The guidance is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently assessing the impact of the adoption of this guidance.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The new standard requires additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific types of expenses included in the expense captions presented in the income statement. ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact of the ASU on its consolidated financial statements.

On July 4, 2025, the United States Congress passed budget reconciliation bill H.R. 1 referred to as the One Big Beautiful Bill (“OBBB”). The OBBB contains several changes to corporate taxation including modifications to capitalization of research

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and development expenses, limitations on deductions for interest expense and accelerated fixed asset depreciation. While the Company continues to assess the impact of the tax provisions of the OBBB on our consolidated financial statements, the Company currently believes that the tax provisions of the legislation are not expected to have a material impact on its operations. The impacts of the OBBB are not expected to be material to the 2025 consolidated financial statements; however, impacts to future periods will continue to be evaluated.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326) to introduce a practical expedient to calculating current expected credit loss by assuming that the current conditions as of the balance sheet date will not change for the remaining life of the asset. This expedient can only be applied to current accounts receivable and current contract assets. ASU 2025-05 is effective for annual reporting periods beginning after December 15, 2025 and interim periods within those annual periods, and this update is applied prospectively. Early adoption is permitted in both interim and annual periods in which financials have not been issued. The Company is currently assessing the impact of the adoption of this guidance.

3. Discontinued Operation and TSA

On March 3, 2025, upon board approval of the transaction, the Company classified its Desktop Portfolio as held for sale, and the Company then completed the sale of its Desktop Portfolio to Repligen on March 4, 2025. The Company has determined the sale of the Desktop Portfolio represents a strategic shift that will have a major effect on its business and therefore met the criteria for classification as discontinued operations as of March 3, 2025.

The following table presents the assets and liabilities of the discontinued operations as of December 31, 2024 (in thousands):


	December 31,
	2024
Assets
Current assets:
Cash and cash equivalents	$	677
Accounts receivable, net		3,775
Inventory		5,287
Prepaid expenses and other current assets		471
Total current assets of discontinued operations		10,210
Operating lease, right-of-use assets		3,068
Property and equipment, net		1,826
Intangible assets, net		6,582
Other long-term assets		318
Total non-current assets of discontinued operations		11,794
Total assets of discontinued operations	$	22,004
Liabilities
Current liabilities:
Accounts payable	$	695
Accrued expenses		1,901
Deferred revenue		1,708
Operating lease liabilities		392
Total current liabilities of discontinued operations		4,696
Operating lease liabilities, net of current portion		2,142
Deferred revenue, net of current portion		466
Deferred income taxes		2,030
Total non-current liabilities of discontinued operations		4,638
Total liabilities of discontinued operations	$	9,334

As of September 30, 2025, there were no assets or liabilities of discontinued operations, as the Company completed the sale of its Desktop Portfolio to Repligen on March 4, 2025.

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The following table presents the gain on the sale of the Desktop Portfolio as of September 30, 2025, pursuant to the Securities and Asset Purchase Agreement by and between the Company and Repligen, dated as of the Closing Date (the “Repligen Purchase Agreement”) (in thousands):


Consideration received
Payment for fair value transferred for Desktop Portfolio^(1)(2)(3)	$	69,909

Net assets transferred
Cash	$	189
Accounts receivable⁽³⁾		1,080
Inventory		5,418
Prepaid expenses and other current assets⁽³⁾		333
Property and equipment, net		1,668
Operating lease right-of-use assets		2,983
Intangible assets and other long-term assets		6,489
Accounts payable		(208)
Accrued expenses and other current liabilities		(552)
Deferred revenue		(2,362)
Operating lease liabilities		(2,471)
Deferred income taxes		(2,034)
Net assets transferred	$	10,533

Transaction costs	$	(4,373)
Release of cumulative translation adjustment under 908 Devices GmbH		1,125
Gain on sale, pre-tax	$	56,128
Income tax		—
Gain on sale, net of tax	$	56,128

(1)

The Cash payment consists of $70.0 million, less fees and other working capital adjustments of $0.1 million.

(2)

The Cash payment also consists of $3.5 million to be held in escrow for a period of 15 months after the Closing Date, as a source of recovery for possible indemnification claims by Repligen, and $0.5 million to be held in escrow until the final determination of the purchase price, as a source of recovery for any negative net working capital adjustment to the purchase price.

(3)

Working capital adjustments in the net amount of less than $0.1 million were subsequently recognized for Accounts receivable, Prepaid expenses and other current assets and agreed upon with Repligen in the quarter ended September 30, 2025.

For the nine months ended September 30, 2025, the gain from sale of the Desktop Portfolio, net of tax of $56.1 million was included in the net income (loss) from discontinued operations, net of tax on the Company’s condensed consolidated statements of operations.

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The following table presents the financial results of the discontinued operations prior to the sale of the Desktop Portfolio (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Revenue:
Product revenue	$	—	$	1,629	$	612	$	5,348
Service and contract revenue				625		464		2,060
Total revenue		—		2,254		1,076		7,408
Cost of revenue:
Product cost of revenue		—		1,270		571		2,756
Service and contract cost of revenue		—		430		340		1,725
Total cost of revenue		—		1,700		911		4,481
Gross profit		—		554		165		2,927
Operating expenses:
Research and development		—		2,583		1,576		7,871
Selling, general and administrative		—		3,694		1,668		10,877
Total operating expenses		—		6,277		3,244		18,748
Other income (expense), net:
(Loss) gain on divesture		(72)		—		56,128		—
Other expense, net:		—		4		(95)		(34)
Total other income (expense), net:		(72)		4		56,033		(34)
Income (loss) from discontinued operations before income taxes		(72)		(5,719)	$	52,954	$	(15,855)
Benefit from income taxes		—		72		16		211
Net income (loss) from discontinued operations, net of tax		(72)		(5,647)	$	52,970	$	(15,644)

In accordance with ASC 205-20, only expenses specifically identifiable and related to a business to be disposed may be presented in discontinued operations. As such, the research and development and general and administrative expenses in discontinued operations only include corporate costs incurred directly to support the Desktop Portfolio.

The Company has also entered into a TSA with Repligen, through which the Company will provide certain technology, financial, manufacturing and other operational transition services to Repligen for a period of time, and will maintain the personnel and facilities required to provide such services for the duration specified for each such service. Income from TSA, net of directly identifiable costs, is included as income from transition services agreement, net under other income, net. The majority of the services and obligations under the TSA were concluded as of the third quarter of 2025; however, certain accounting and operation support services have been extended through June 30, 2026.

As of September 30, 2025, $2.1 million has been billed to Repligen and $1.6 million has been paid by Repligen for transition services performed by the Company. The Company owes Repligen $0.8 million related to the payments and collection services provided under the TSA as of September 30, 2025.

The cash flows related to discontinued operations have not been segregated and are included in the condensed consolidated statements of cash flows. For the nine months ended September 30, 2024, depreciation and amortization expense related to the Desktop Portfolio was $1.2 million, share based compensation expense was $2.6 million and amortization of right-of-use operating lease assets was $0.4 million. Excluding the gain of $56.1 million recognized on the sale of the Desktop Portfolio presented in the condensed consolidated statements of cash flows for the nine months ended September 30, 2025, there were no other material operating or investing non-cash items related to the Desktop Portfolio for either period presented.

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4. Fair Value Measurements

The following tables present the Company’s fair value hierarchy for its assets and liabilities that are measured at fair value on a recurring basis (in thousands):


	Fair Value Measurements at September 30, 2025 Using:
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents - Money market funds	$	22,779	$	—	$	—	$	22,779
Marketable securities - U.S. Treasury securities due in 3 - 12 months		—		49,250		—		49,250
Total assets measured at fair value	$	22,779	$	49,250	$	—	$	72,029
Other current liabilities:
Acquisition-related contingent consideration		—		—		23,012		23,012
Total liabilities measured at fair value	$	—	$	—	$	23,012	$	23,012


	Fair Value Measurements at December 31, 2024 Using:
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents - Money market funds	$	20,857	$	—	$	—	$	20,857
Marketable securities - U.S. Treasury securities due in 3 - 12 months		—		25,568		—		25,568
Total assets measured at fair value	$	20,857	$	25,568	$	—	$	46,425
Other long-term liabilities:
Acquisition-related contingent consideration		—		—		2,284		2,284
Total liabilities measured at fair value	$	—	$	—	$	2,284	$	2,284

Money Market Funds

Money market funds were valued by the Company based on quoted market prices, which represent a Level 1 measurement within the fair value hierarchy. There were no transfers between Level 1, Level 2 or Level 3 during the nine months ended September 30, 2025 or 2024.

Marketable Securities

U.S. Treasury securities were valued by the Company using quoted prices in active markets for similar securities, which represent a Level 2 measurement within the fair value hierarchy.

Contingent Consideration

The Company recognizes acquisition-related contingent consideration which represents the estimated fair value of future payments or issuance of the Company’s common stock to the former owners of an acquired entity as part of certain transactions. Acquisition-related contingent consideration is measured and reported at fair value using the present value technique, the Monte Carlo simulation method or probability weighted scenario based on the unobservable inputs, which are significant to the fair value and classified with Level 3 of the fair value hierarchy.

For the acquisition of KAF in July 2025, the amount of contingent consideration to be issued is contingent based on the quality and yields of manufacturing operation during the six months period from July 1, 2025 through January 1, 2026. As of the acquisition date of KAF, the fair value of the contingent consideration was estimated using present value technique with the discount rate of 6.0%.

For the acquisition of RedWave in April 2024, the amount of contingent consideration to be issued is contingent based on the amount of revenue the Company generates from the sale of certain RedWave products and services during the two-year period from May 1, 2024 through April 30, 2026. As of the acquisition date of RedWave, the fair value of the contingent consideration was estimated using a Monte Carlo simulation, utilizing the closing price of the Company’s common stock on

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the Nasdaq Global Market of $5.76 per share, revenue projections, an equity volatility rate of the Company of 90%, a revenue volatility rate of 30% and a discount rate of 26.5%.

As of September 30, 2025, the fair value of the contingent consideration related to the acquisition of RedWave was estimated utilizing the closing price of the Company’s common stock on the Nasdaq Global Market of $8.76 per share, revenue projections, an equity volatility rate of the Company of 110%, a revenue volatility rate of 24.0% and a discount rate of 25.6% . The fair value of contingent consideration increased by $10.7 million and $20.0 million, primarily due to the increase in the Company’s publicly quoted share price and change in the level of revenue projections during the three and nine months ended September 30, 2025, respectively. The following table provides a roll-forward of the fair value of the Company’s contingent consideration, for which fair value is determined using Level 3 inputs (in thousands):


Balance as of December 31, 2024	$	2,284
Acquisition date fair value of contingent consideration - KAF		729
Increase in fair value of contingent consideration earnouts		19,999
Balance as of September 30, 2025	$	23,012

The change in the fair value of contingent consideration liability is included in loss from continuing operations.

5. Marketable Securities

Marketable securities by security type consisted of the following (in thousands):


	September 30, 2025
	Amortized Cost		Gross Unrealized Gain		Gross Unrealized Loss		Credit Losses		Fair Value
Marketable securities - U.S. Treasury securities	$	49,207	$	43	$	—	$	—	$	49,250


	December 31, 2024
	Amortized Cost		Gross Unrealized Gain		Gross Unrealized Loss		Credit Losses		Fair Value
Marketable securities - U.S. Treasury securities	$	25,555	$	13	$	—	$	—	$	25,568

The Company purchased a total of approximately $54.3 million of U.S. treasury securities for the nine months ended September 30, 2025. The U.S. treasury securities that matured during the nine months ended September 30, 2025 were approximately $31.3 million and none were sold before maturity. Interest earned on sales of marketable securities is $0.6 million and $0.4 million for the three months ended September 30, 2025 and 2024, respectively. Interest earned on sales of marketable securities was $1.4 million and $1.2 million for the nine months ended September 30, 2025 and 2024, respectively.

6. Inventory

Inventory consisted of the following (in thousands):


	September 30,		December 31,
	2025		2024
Raw materials	$	10,348	$	7,366
Work-in-progress		1,511		1,355
Finished goods		3,467		2,165
	$	15,326	$	10,886

During the nine months ended September 30, 2025 and 2024, the Company made noncash transfers of demonstration equipment from inventory to property and equipment of $0.5 million and $0.6 million, respectively.

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7. Property and Equipment, net

Property and equipment, net consisted of the following (in thousands):


	September 30,		December 31,
	2025		2024
Laboratory and demonstration equipment	$	4,611	$	3,812
Standard tools and machinery		2,222		—
Computer equipment and software		293		337
Furniture and fixtures		282		481
Construction in progress		—		41
Leasehold improvements		763		477
		8,171		5,148
Less: Accumulated depreciation and amortization		(4,024)		(3,553)
	$	4,147	$	1,595

For the three months ended September 30, 2025 and 2024, depreciation expense was $0.4 million and $0.3 million, respectively. For the nine months ended September 30, 2025 and 2024, depreciation expense was $0.9 million and $0.8 million, respectively.

8. Intangible Assets, net

Intangible assets, net consists of the following (in thousands):


	September 30, 2025
	Cost		Accumulated Amortization		Net Book Value
Customer Relationships	$	3,122	$	(461)	$	2,661
Developed Technology		38,080		(3,597)		34,483
	$	41,202	$	(4,058)	$	37,144


	December 31, 2024
	Cost		Accumulated Amortization		Net Book Value
Customer Relationships	$	2,500	$	(208)	$	2,292
Developed Technology		38,080		(1,692)		36,388
	$	40,580	$	(1,900)	$	38,680

Amortization expense for intangible assets was recorded in the following expense categories of its condensed consolidated statements of operations (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Cost of revenue	$	635	$	635	$	1,904	$	1,058
Selling, general and administrative expenses		97		78		254		130
	$	732	$	713	$	2,158	$	1,188

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Estimated future amortization expense for the intangible assets as of September 30, 2025 are as following (in thousands):


2025	$	732
2026		2,929
2027		2,929
2028		2,929
2029		2,929
Thereafter		24,696
	$	37,144

9. Accrued Expenses

Accrued expenses consisted of the following (in thousands):


	September 30,		December 31,
	2025		2024
Accrued employee compensation and benefits	$	5,106	$	5,144
Accrued warranty		682		877
Accrued professional fees		890		785
Accrued other		389		389
	$	7,067	$	7,195

Changes in the Company’s product warranty obligations were as follows (in thousands):


	Nine Months Ended September 30,
	2025		2024
Accrual balance at beginning of period	$	876	$	851
Provision for new warranties		918		921
Settlements and adjustments made during the period		(1,112)		(920)
Accrual balance at end of period	$	682	$	852

10. Restructuring

In November 2024, the Company announced an organizational restructuring to strengthen operational efficiencies. As part of the organizational restructuring, and to reduce the Company’s annual cash burn, the Company implemented an approximately 11% workforce reduction to rationalize the Company’s bioprocessing and life science instrumentation investments in sales, marketing and research and development during the current slower growth market environment. In addition, the Company transitioned manufacturing operations from Boston, Massachusetts to Danbury, Connecticut in June 2025.

In June 2025, the Company abandoned its Boston facility in connection with transitioning manufacturing operations from Boston into Danbury and moved its corporate headquarters to Burlington, Massachusetts. The Company had no intention to sublease or utilize the space for the remaining lease term, resulting in the right-use assets to be abandoned. The Company recorded a $1.0 million restructuring charge for the lease abandonment, including its remaining right-of-use asset, utilities and other costs. The Company made full payment of such charges in June 2025, including the rents. The organizational and facility restructurings were substantially completed in June 2025.

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The following table sets forth the activity in the severance and related costs accruals for the nine months ended September 30, 2025 (in thousands):


	Facility, moving and related costs		Abandonment charges and related costs		Severance & Employee related costs		Total
Balance at December 31, 2024	$	—	$	—	$	69	$	69
Restructuring charges		314		724		450		1,488
Cash payments		(314)		(9)		(475)		(798)
Other, non-cash adjustments		—		(715)		—		(715)
Balance at September 30, 2025	$	—	$	—	$	44	$	44

For the nine months ended September 30, 2025, the Company incurred approximately $1.5 million of expenses related to the restructuring. Of the $1.5 million restructuring expenses in the nine months ended September 30, 2025, $1.0 million is related to the Company’s headquarters operating lease related ROU asset abandonment recorded under general and administrative expense and other expense. Severance and employee benefits is $0.5 million, of which $0.3 million was recorded under cost of revenue and $0.2 million was recorded under research and development and selling, general and administrative, respectively.

11. Long-Term Debt

Amended 2022 Loan Revolver

On August 4, 2023, the Company entered into a Default Waiver and First Amendment to Loan and Security Agreement (the “Amended 2022 Revolver”), by and between, the Company, as borrower, and Silicon Valley Bank, a division of First Citizens Bank (“SVB”), as lender. On September 15, 2025, the Amended 2022 Revolver was extended to February 2, 2026. The Amended 2022 Revolver provides for a revolving line of credit of up to $10.0 million. The Company is permitted to make interest-only payments on the revolving line of credit through February 2, 2026, at which time all outstanding indebtedness shall be immediately due and payable. The outstanding principal amount of any advance shall accrue interest at a floating rate per annum equal to the greater of (i) four and one-half percent (4.50%) and (ii) the “prime rate” as published in The Wall Street Journal for the relevant period minus one-half percent (0.50%). The Company’s obligations under the Amended 2022 Revolver are secured by substantially all of the Company’s assets, excluding its intellectual property, which is subject to a negative pledge.

Pursuant to the Amended 2022 Revolver, SVB waived filing any legal action or instituting or enforcing any rights and remedies it may have had against the Company in connection with the Company’s failing to maintain all of its operating accounts, depository accounts and excess cash with SVB, as previously required prior to the effectiveness of the Amended 2022 Revolver.

The Amended 2022 Revolver also contains certain financial covenants, including a requirement that the Company maintain $20.0 million on account at or through SVB and the amount of unrestricted and unencumbered cash minus advances under the Amended 2022 Revolver is not less than the amount equal to the greater of (i) $10.0 million or (ii) nine (9) months of cash burn. The Amended 2022 Revolver contains customary representations and warranties, as well as certain non-financial covenants, including limitations on, among other things, the Company’s ability to change the principal nature of its business, dispose of the Company’s business or property, engage in any change of control transaction, merge or consolidate with any other entity or to acquire all or substantially all the capital stock or property of another entity, incur additional indebtedness or liens, pay dividends or make other distributions on capital stock, redeem the Company’s capital stock, engage in transactions with affiliates or otherwise encumber the Company’s intellectual property, in each case, subject to customary exceptions.

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12. Equity and Net Income (Loss) per Share

Equity

As of September 30, 2025, the Company’s certificate of incorporation authorized the Company to issue up to 5,000,000 shares of preferred stock, all of which is undesignated.

Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders. Common stockholders are not entitled to receive dividends, unless declared by the board of directors.

As of September 30, 2025, and December 31, 2024, the Company had outstanding warrants for the purchase of 92,703 shares of common stock at an exercise price of $9.17 per share, of which warrants for the purchase of 49,078 shares and 43,625 shares expire in 2027 and 2028, respectively.

Net (Loss) Income per Share

Basic and diluted net (loss) income per share attributable to common stockholders was calculated as follows (in thousands, except share and per share data):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Net income (loss) per share attribute table to common stockholders:
Numerator:
Net loss from continuing operations attributable to common stockholders	$	(14,910)	$	(23,648)	$	(37,655)	$	(37,116)
Net income (loss) from discontinued operations attributable to common stockholders		(72)		(5,647)		52,970		(15,644)
Net income (loss) attributable to common stockholders	$	(14,982)	$	(29,295)	$	15,315	$	(52,760)

Denominator:
Weighted average common shares outstanding - basic and diluted		36,101,051

908 Devices Inc. 10-Q