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 March 31, 2022

☐ 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: 001-40674

MaxCyte, Inc.

(Exact name of registrant as specified in its charter)


Delaware		52-2210438
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

22 Firstfield Road, Suite 110

Gaithersburg, Maryland 20878

(Address of principal executive offices)

Registrant’s telephone number, including area code: (301) 944-1700

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 $0.01 per share	MXCT	The Nasdaq Stock Market LLC

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 April 30, 2022, the registrant had 101,540,052 shares of common stock, $0.01 par value per share, issued and outstanding.

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		Page No
PART I. FINANCIAL INFORMATION		5
Item 1.	Financial Statements (Unaudited)	5
	Condensed Consolidated Balance Sheets	5
	Condensed Consolidated Statements of Operations	6
	Condensed Consolidated Statements of Changes in 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	18
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	28
Item 4.	Controls and Procedures	29
PART II. OTHER INFORMATION		29
Item 1.	Legal Proceedings	29
Item 1A.	Risk Factors	29
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	30
Item 3.	Defaults Upon Senior Securities	30
Item 4.	Mine Safety Disclosures	30
Item 5.	Other Information	31
Item 6.	Exhibits	32
Signatures		33

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Risk Factors Summary

Our business is subject to numerous risks that you should carefully consider. These risks are more fully described in the section titled “Risk Factors” included in our Annual Report on Form 10-K for the year ended December 31, 2021 filed with the Securities and Exchange Commission, or SEC, on March 22, 2022. A summary of these risks that could materially and adversely affect our business, financial condition, operating results and prospects include the following:

●

We are a cell engineering and life sciences company and have incurred significant losses since our inception, and we expect to incur losses for the foreseeable future. We have limited product offerings approved for commercial sale and may never achieve or maintain profitability.

●

We are highly dependent on a limited number of product offerings. Our revenue has been primarily generated from the sale and licensing of our ATx, STx and GTx instruments, as well as sales of single-use disposable PAs, which require a substantial sales cycle and are prone to quarterly fluctuations in revenue.

●

Our business is dependent on adoption of our products by biopharmaceutical companies and academic institutions for their research and development activities focused on cell-based therapeutics. If biopharmaceutical companies and academic institutions are unwilling to change current practices to adopt our products, it will negatively affect our business, financial condition, prospects and results of operations.

●

We may be unable to compete successfully against our existing or future competitors.

●

If we cannot maintain and expand current partnerships and enter into new partnerships, that generate marketed licensed products, our business could be adversely affected.

●

The failure of our partners to meet their contractual obligations to us could adversely affect our business.

●

Our partners may not achieve projected development and regulatory milestones and other anticipated key events in the expected timelines or at all, or may discontinue some or all of their programs, which could have an adverse impact on our business and could cause the price of our common stock to decline.

●

In recent periods, we have depended on a limited number of partners for our revenue, the loss of any of which could have an adverse impact on our business.

●

We may engage in future acquisitions that could disrupt our business, cause dilution to our stockholders and harm our financial condition and operating results.

●

We depend on continued supply of components and raw materials for our ExPERT instruments and PAs from third-party suppliers, and if shortages of these components or raw materials arise, we may not be able to secure enough components to build new products to meet customer demand or we may be forced to pay higher prices for these components.

●

We have limited experience manufacturing our PAs and if we move manufacturing of our PAs in-house in the future and are unable to manufacture our PAs in high-quality commercial quantities successfully and consistently to meet demand, our growth will be limited.

●

Our results of operations will be harmed if we are unable to accurately forecast customer demand for our products and manage our inventory.

●

If we are unable to successfully develop new products, adapt to rapid and significant technological change, respond to introductions of new products by competitors, make strategic and operational decisions to prioritize

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certain markets, technology offerings or partnerships, and develop and capitalize on markets, technologies or partnerships, our business could suffer.

●

New product development involves a lengthy and complex process and we may be unable to develop or commercialize products on a timely basis, or at all.

●

Our systems are complex in design and may contain defects that are not detected until deployed by our customers, which could harm our reputation, increase our costs and reduce our sales. If our products do not perform as expected or the reliability of the technology on which our products are based is questioned, our operating results, reputation and business will suffer.

●

Our FDA Master File, and equivalent Technical Files in foreign jurisdictions, are an important part of our strategic offering which allows our partners to expedite their cellular therapies into and through the clinic. Delays in filing or obtaining, or our inability to obtain or retain, acceptance of such filings in individual countries could negatively impact the progress of our partners if they intend to run clinical trials in such countries, and as a result, could negatively affect our reputation and revenues or require disclosure of confidential information to our partners. Further, changes that we are required to make from time to time, or changes to regulations or negative data or adverse events for our partners, could impact references to our FDA Master File and Technical Files by our partners.

●

We may need additional funding and may be unable to raise capital when needed, which would force us to delay, reduce, eliminate or abandon our commercialization efforts or product development programs.

●

Our common stock is traded on two separate stock markets and investors seeking to take advantage of price differences between such markets may create unexpected volatility in our share price; in addition, investors may not be able to easily move shares for trading between such markets.

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Part I. FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements (Unaudited)

MaxCyte, Inc.

Condensed Consolidated Balance Sheets


	March 31,		December 31,
	2022		2021
		(Unaudited)		(Note 2)
Assets
Current assets:
Cash and cash equivalents	$	239,777,300	$	47,782,400
Short-term investments, at amortized cost		6,498,600		207,261,400
Accounts receivable		8,627,800		6,877,000
Accounts receivable - TIA		2,119,200		—
Inventory		6,581,600		5,204,600
Prepaid expenses and other current assets		2,190,200		3,307,400
Total current assets		265,794,700		270,432,800

Property and equipment, net		13,203,700		7,681,200
Right of use asset - operating leases		10,901,900		5,689,300
Other assets		1,054,900		316,700
Total assets	$	290,955,200	$	284,120,000

Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	4,365,700	$	1,820,300
Accrued expenses and other		3,870,800		6,523,500
Operating lease liability, current		480,200		527,200
Deferred revenue, current portion		6,831,700		6,746,800
Total current liabilities		15,548,400		15,617,800

Operating lease liability, net of current portion		12,770,900		5,154,900
Other liabilities		451,100		450,200
Total liabilities		28,770,400		21,222,900

Commitments and contingencies (Note 8)
Stockholders’ equity
Preferred stock, $0.01 par value; 5,000,000 shares authorized and no shares issued and outstanding at March 31, 2022 and December 31, 2021		—		—
Common stock, $0.01 par value; 400,000,000 shares authorized, 101,509,892 and 101,202,705 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively		1,015,100		1,012,000
Additional paid-in capital		379,541,500		376,189,600
Accumulated deficit		(118,371,800)		(114,304,500)
Total stockholders’ equity		262,184,800		262,897,100
Total liabilities and stockholders’ equity	$	290,955,200	$	284,120,000

See accompanying notes to unaudited condensed consolidated financial statements.

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MaxCyte, Inc.

Unaudited Condensed Consolidated Statements of Operations


	Three Months Ended March 31,
	2022		2021
Revenue	$	11,587,300	$	6,494,900
Cost of goods sold		1,062,600		693,100
Gross profit		10,524,700		5,801,800

Operating expenses:
Research and development		3,765,300		6,076,300
Sales and marketing		3,838,700		2,789,100
General and administrative		6,632,500		2,997,900
Depreciation and amortization		447,300		311,600
Total operating expenses		14,683,800		12,174,900
Operating loss		(4,159,100)		(6,373,100)

Other income (expense):
Interest and other expense		—		(742,300)
Interest income		91,800		9,800
Total other income (expense)		91,800		(732,500)
Net loss	$	(4,067,300)	$	(7,105,600)
Basic and diluted net loss per share	$	(0.04)	$	(0.09)
Weighted average shares outstanding, basic and diluted		101,305,943		81,004,081

See accompanying notes to unaudited condensed consolidated financial statements.

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MaxCyte, Inc.

Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity


								Total
	Common Stock			Additional		Accumulated		Stockholders’
	Shares	Amount		Paid-in Capital		Deficit		Equity
Balance at January 1, 2021	77,382,473	$	773,800	$	127,673,900	$	(95,222,300)	$	33,225,400
Issuance of common stock	5,740,000		57,400		51,751,500		—		51,808,900
Stock-based compensation expense	—		—		1,319,800		—		1,319,800
Exercise of stock options	1,567,086		15,700		2,021,400		—		2,037,100
Net loss	—		—		—		(7,105,600)		(7,105,600)
Balance at March 31, 2021	84,689,559	$	846,900	$	182,766,600	$	(102,327,900)	$

SEC Form 10-Q filed by MaxCyte Inc.