
PART I. FINANCIAL INFORMATION Item 1. Condensed Consolidated Financial Statements (Unaudited) This section presents MaxCyte, Inc.'s unaudited condensed consolidated financial statements for the three months ended March 31, 2024, including the balance sheets, statements of operations, changes in stockholders' equity, and cash flows, along with accompanying notes detailing significant accounting policies, revenue disaggregation, equity changes, and commitments Condensed Consolidated Balance Sheets Presents MaxCyte's financial position, including assets, liabilities, and equity, as of March 31, 2024, and December 31, 2023 Condensed Consolidated Balance Sheets (in thousands) | Metric | March 31, 2024 (in thousands) | December 31, 2023 (in thousands) | | :-------------------------------- | :----------------------------- | :----------------------------- | | Cash and cash equivalents | $22,249 | $46,506 | | Short-term investments | $135,264 | $121,782 | | Total current assets | $178,674 | $190,194 | | Total assets | $257,930 | $268,274 | | Total current liabilities | $13,477 | $17,855 | | Total liabilities | $31,571 | $36,107 | | Total stockholders' equity | $226,359 | $232,167 | Condensed Consolidated Statements of Operations Details MaxCyte's financial performance, including revenue, expenses, and net loss, for the three months ended March 31, 2024, and 2023 Condensed Consolidated Statements of Operations (in thousands) | Metric | Three Months Ended March 31, 2024 (in thousands) | Three Months Ended March 31, 2023 (in thousands) | | :-------------------------------- | :--------------------------------------------- | :--------------------------------------------- | | Revenue | $11,342 | $8,576 | | Cost of goods sold | $1,403 | $1,000 | | Gross profit | $9,939 | $7,576 | | Operating loss | $(12,275) | $(13,178) | | Net loss | $(9,526) | $(10,882) | | Basic and diluted net loss per share | $(0.09) | $(0.11) | - Revenue increased by 32.2% from $8.576 million in Q1 2023 to $11.342 million in Q1 202411 - Net loss decreased by 12.4% from $10.882 million in Q1 2023 to $9.526 million in Q1 202411 Condensed Consolidated Statements of Changes in Stockholders' Equity Outlines the changes in MaxCyte's stockholders' equity components from January 1, 2024, to March 31, 2024 Condensed Consolidated Statements of Changes in Stockholders' Equity (in thousands) | Metric | Balance at Jan 1, 2024 (in thousands) | Balance at Mar 31, 2024 (in thousands) | | :-------------------------------- | :------------------------------------ | :----------------------------------- | | Common Stock (Amount) | $1,040 | $1,044 | | Additional Paid-in Capital | $406,925 | $410,639 | | Accumulated Deficit | $(175,798) | $(185,324) | | Total Stockholders' Equity | $232,167 | $226,359 | - Stock-based compensation expense for Q1 2024 was $3.015 million, contributing to additional paid-in capital13 - Net loss of $9.526 million for Q1 2024 increased the accumulated deficit13 Condensed Consolidated Statements of Cash Flows Presents MaxCyte's cash inflows and outflows from operating, investing, and financing activities for the three months ended March 31, 2024, and 2023 Condensed Consolidated Statements of Cash Flows (in thousands) | Cash Flow Activity | Three Months Ended March 31, 2024 (in thousands) | Three Months Ended March 31, 2023 (in thousands) | | :-------------------------------- | :--------------------------------------------- | :--------------------------------------------- | | Net cash used in operating activities | $(10,564) | $(4,324) | | Net cash used in investing activities | $(14,396) | $29,637 | | Net cash provided by financing activities | $703 | $1,456 | | Net (decrease) increase in cash and cash equivalents | $(24,257) | $26,769 | | Cash and cash equivalents, end of period | $22,249 | $37,833 | - Net cash used in operating activities increased significantly from $4.324 million in Q1 2023 to $10.564 million in Q1 202415 - Investing activities shifted from providing $29.637 million in Q1 2023 to using $14.396 million in Q1 2024, primarily due to changes in investment purchases and maturities15 Notes to Unaudited Condensed Consolidated Financial Statements Provides detailed explanations and disclosures supporting the unaudited condensed consolidated financial statements - MaxCyte is a global life sciences company focused on advancing cell therapies using its proprietary Flow Electroporation® technology platform1784 - The company's significant accounting policies have not materially changed during the three months ended March 31, 202420 Revenue Disaggregation (in thousands) | Revenue Type | Q1 2024 | Q1 2023 | | :------------- | :------ | :------ | | Product sales | $5,361 | $4,790 | | Lease elements | $5,758 | $3,612 | | Other | $223 | $174 | | Total | $11,342 | $8,576 | - Deferred revenue was $4.755 million as of March 31, 2024, down from $5.352 million at December 31, 202340 - Total unrecognized compensation expense was $25.434 million as of March 31, 2024, to be recognized over an estimated weighted average period of 2.6 years50 Stock-based Compensation Expense (in thousands) | Category | Q1 2024 | Q1 2023 | | :------------------------ | :------ | :------ | | General and administrative | $1,680 | $1,467 | | Sales and marketing | $626 | $1,066 | | Research and development | $709 | $744 | | Total | $3,015 | $3,277 | Inventory Components (in thousands) | Component | March 31, 2024 | December 31, 2023 | | :----------------- | :------------- | :---------------- | | Raw materials | $5,628 | $5,694 | | Finished goods | $6,031 | $5,977 | | Work in progress | $301 | $558 | | Total inventory | $11,960 | $12,229 | - The company's operating lease liabilities totaled $18.640 million as of March 31, 2024, with a weighted-average remaining lease term of 11.4 years67 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on MaxCyte's financial condition and operational results for the three months ended March 31, 2024, highlighting revenue growth driven by program-related milestones, ongoing operating losses, and the company's liquidity position and capital resources Overview Introduces MaxCyte's business model, proprietary technology, customer base, and overall financial outlook - MaxCyte is a leading commercial cell engineering company utilizing its proprietary Flow Electroporation® technology (ExPERT platform) to advance cell therapeutics and support cell-based research8485 - The company's technology is extensively validated by a customer base including 27 Strategic Platform License (SPL) partners, large biopharmaceutical companies, and academic institutions86 - MaxCyte incurred a net loss of $9.5 million for the three months ended March 31, 2024, and had an accumulated deficit of $185.3 million, expecting continued losses due to investments in growth87 Recent Developments Highlights key business achievements and new strategic partnerships during the recent period - In Q1 2024, MaxCyte signed new Strategic Platform License (SPL) agreements with Lion TCR, Imugene, and Wugen, and a fourth with Be Biopharma on April 2, 202489 - These SPL agreements generate revenue from instrument sales/leases, disposables sales, pre-commercial milestones, and sales-based payments upon commercialization89 Results of Operations Analyzes MaxCyte's revenue, cost of goods sold, gross profit, and operating expenses for the reporting period Revenue Details MaxCyte's revenue performance, distinguishing between core and program-related revenue streams Total Revenue Breakdown (in thousands) | Category | Q1 2024 | Q1 2023 | Change Amount | Change % | | :-------------- | :------ | :------ | :------------ | :------- | | Core Revenue | $8,188 | $7,772 | $416 | 5% | | Program-related | $3,154 | $804 | $2,350 | 292% | | Total Revenue | $11,342 | $8,576 | $2,766 | 32% | Core Revenue Details (in thousands) | Core Revenue Type | Q1 2024 | Q1 2023 | Change Amount | Change % | | :---------------- | :------ | :------ | :------------ | :------- | | Instrument revenue | $1,928 | $2,189 | $(261) | (12%) | | Disposables revenue | $3,432 | $2,600 | $832 | 32% | | Lease revenue | $2,604 | $2,809 | $(205) | (7%) | | Other revenue | $224 | $174 | $50 | 29% | | Total core revenue | $8,188 | $7,772 | $416 | 5% | - The 32% increase in total revenue was primarily driven by a 292% increase in program-related revenue, which reached $3.154 million in Q1 2024949597 - Core revenue growth of 5% was mainly due to an $0.8 million increase in disposable sales, partially offset by decreases in instrument sales and lease revenue96 Cost of Goods Sold and Gross Profit Analyzes the cost of goods sold and its impact on MaxCyte's gross profit and margin Cost of Goods Sold and Gross Profit (in thousands) | Metric | Q1 2024 | Q1 2023 | Change Amount | Change % | | :----------- | :------ | :------ | :------------ | :------- | | Cost of goods sold | $1,403 | $1,000 | $403 | 40% | | Gross profit | $9,939 | $7,576 | $2,363 | 31% | | Gross margin | 88% | 88% | 0% | 0% | - Cost of goods sold increased by 40% due to higher disposable sales, in-house manufacturing, and raw material pricing, partially offset by decreased instrument sales102 - Gross profit increased by 31%, primarily driven by the increase in program-related revenue, which has no associated cost of goods sold103104 Operating Expenses Examines trends in MaxCyte's research and development, sales and marketing, and general and administrative expenses Operating Expenses (in thousands) | Expense Category | Q1 2024 | Q1 2023 | Change Amount | Change % | | :------------------------ | :------ | :------ | :------------ | :------- | | Research and development | $6,678 | $6,047 | $631 | 10% | | Sales and marketing | $7,365 | $6,296 | $1,069 | 17% | | General and administrative | $7,103 | $7,499 | $(396) | (5%) | | Depreciation and amortization | $1,068 | $912 | $156 | 17% | - Research and development expenses increased by 10% due to higher compensation and lab expenses, partially offset by lower stock-based compensation108 - Sales and marketing expenses rose by 17% driven by increased headcount and professional fees111 - General and administrative expenses decreased by 5% primarily due to lower professional services and occupancy costs, partially offset by increased stock-based compensation and public company fees114115 Interest Income and Other Expense Reports MaxCyte's interest income and other non-operating expenses for the period Interest Income (in thousands) | Metric | Q1 2024 | Q1 2023 | Change Amount | Change % | | :------------ | :------ | :------ | :------------ | :------- | | Interest income | $2,749 | $2,296 | $453 | 20% | - Interest income increased by 20% due to higher interest rates during the period119 Liquidity and Capital Resources Assesses MaxCyte's ability to meet its short-term and long-term financial obligations and its sources of funding - MaxCyte incurred a net loss of $9.5 million in Q1 2024 and has an accumulated deficit of $185.3 million as of March 31, 2024120 - Operations have been funded primarily by common stock sales, loan agreements, and product sales/licenses, including $184.3 million net proceeds from the August 2021 IPO120 - The company believes existing cash, cash equivalents, short-term investments, and internally generated cash flows will fund operations and capital expenditures for at least the next 12 months121 - Future funding requirements depend on factors such as market acceptance, R&D costs, sales growth, and capital availability for partners122124 Cash Flows Provides a detailed analysis of MaxCyte's cash generation and usage across operating, investing, and financing activities Summary of Cash Flows (in thousands) | Cash Flow Activity | Q1 2024 | Q1 2023 | | :----------------- | :------ | :------ | | Operating activities | $(10,564) | $(4,324) | | Investing activities | $(14,396) | $29,637 | | Financing activities | $703 | $1,456 | | Net (decrease) increase | $(24,257) | $26,769 | - Net cash used in operating activities increased to $10.6 million in Q1 2024, primarily due to the net loss and changes in operating assets and liabilities126 - Net cash used in investing activities was $14.4 million in Q1 2024, a shift from $29.6 million provided in Q1 2023, driven by investment purchases and maturities128129 Contractual Obligations and Commitments Outlines MaxCyte's significant contractual obligations and future commitments - As of March 31, 2024, contractual obligations consisted exclusively of operating lease obligations, primarily the Headquarters Lease expiring August 31, 2035131 - Total undiscounted remaining non-cancellable lease payments are $27.7 million131 Critical Accounting Estimates Discusses MaxCyte's critical accounting policies and estimates that require significant management judgment - There have been no material changes to the company's critical accounting policies and estimates from those disclosed in its Annual Report on Form 10-K filed on March 12, 2024134 JOBS Act Accounting Election Explains MaxCyte's status as an emerging growth company and its election regarding accounting standards adoption - MaxCyte is an 'emerging growth company' (EGC) under the JOBS Act and has elected to delay the adoption of new and revised accounting standards, aligning with private company requirements135 - The company will remain an EGC until the earliest of December 31, 2026, or meeting certain revenue/market value thresholds136 Recent Accounting Pronouncements Reviews the potential impact of recently issued accounting standards on MaxCyte's financial statements - The company has evaluated all issued and unadopted Accounting Standards Updates and believes their adoption will not materially impact its financial position, results of operations, or cash flows138 Item 3. Quantitative and Qualitative Disclosures About Market Risk This section outlines MaxCyte's exposure to various market risks, including interest rate risk, foreign currency risk, and inflation risk, and management's assessment of their potential impact on the company's financial condition and operations Interest Rate Risk Assesses MaxCyte's exposure to fluctuations in interest rates and their potential effect on financial results - MaxCyte is exposed to interest rate risk primarily from its cash and investments, but a 10% change in market interest rates is not expected to materially affect its business139140 - The company has no indebtedness, thus no exposure to interest rate risk from increases in interest rates141 Foreign Currency Risk Evaluates MaxCyte's exposure to foreign currency exchange rate fluctuations and related hedging strategies - The company is exposed to foreign currency risk from transactions denominated in Euros and British Pounds, but does not expect a material effect on financial position or results of operations in the foreseeable future142 - MaxCyte has not entered into any hedging arrangements for foreign currency risk142 Inflation Risk Discusses the historical and potential future impact of inflation on MaxCyte's business and financial performance - Inflation and changing prices have not had a material effect on MaxCyte's business during the last two years, and the company cannot predict future material effects143 Item 4. Controls and Procedures This section confirms the effectiveness of MaxCyte's disclosure controls and procedures as of March 31, 2024, and reports no material changes in internal control over financial reporting during the quarter Evaluation of Disclosure Controls and Procedures Reports on the effectiveness of MaxCyte's disclosure controls and procedures as evaluated by management - MaxCyte's Chief Executive Officer and Chief Financial Officer concluded that the design and operation of disclosure controls and procedures were effective as of March 31, 2024, at the reasonable assurance level145 Changes in Internal Control over Financial Reporting Addresses any material changes in MaxCyte's internal control over financial reporting during the quarter - There were no changes in internal control over financial reporting during the three months ended March 31, 2024, that materially affected or are reasonably likely to materially affect it146 PART II. OTHER INFORMATION Item 1. Legal Proceedings MaxCyte is not currently a party to any material legal proceedings and is unaware of any pending or threatened legal actions that would have a material adverse effect on its business - The company is not currently involved in any material legal proceedings148 Item 1A. Risk Factors This section refers readers to the comprehensive risk factors detailed in the company's Annual Report on Form 10-K, noting that there have been no material changes to these risks - There have been no material changes to the risk factors previously disclosed in the Annual Report on Form 10-K filed on March 12, 2024149 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds MaxCyte reports no unregistered sales of equity securities and confirms no material change in the planned use of proceeds from its initial public offering (IPO) - No unregistered sales of equity securities occurred150 - There has been no material change in the planned use of proceeds from the IPO151 Item 3. Defaults Upon Senior Securities The company states that there have been no defaults upon senior securities during the reporting period - No defaults upon senior securities were reported152 Item 4. Mine Safety Disclosures This item is not applicable to MaxCyte's operations - This item is not applicable to the registrant153 Item 5. Other Information The company reports no other information required to be disclosed under this item - No other information is applicable for disclosure154 Item 6. Exhibits This section lists all exhibits filed with the Quarterly Report on Form 10-Q, including severance agreements, certifications from executive officers, and XBRL-related documents - Exhibits filed include a severance agreement, certifications of principal executive and financial officers (31.1, 31.2, 32.1, 32.2), and Inline XBRL documents (101.INS, 101.SCH, 101.CAL, 101.DEF, 101.LAB, 101.PRE, 104)155 Signatures The report is duly signed on behalf of MaxCyte, Inc. by its President and Chief Executive Officer, Maher Masoud, and Chief Financial Officer, Douglas Swirsky, on May 7, 2024 - The report was signed by Maher Masoud, President and Chief Executive Officer, and Douglas Swirsky, Chief Financial Officer, on May 7, 2024159