UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
FORM
10-Q
_____________________
(Mark One)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
For the quarterly period ended
September 30, 2025
OR
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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:
001-39035
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of
incorporation or organization) |
(I.R.S. Employer
Identification No.) |
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(Address of principal executive offices)
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(Zip Code) | ||||
(
925
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401-7300
(Registrant’s telephone number, including area code)
N/A
(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 |
Name of each exchange
on which registered |
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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.
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☒ | Accelerated filer | ☐ | |||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company |
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| Emerging growth company |
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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 October 31, 2025, the registrant had
116,474,179
shares of Class A common stock, $0.00001 par value per share, outstanding and
10,078,872
shares of Class B common stock, $0.00001 par value per share, outstanding.
Table of Contents
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Page
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10x Genomics, Inc.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (this “Quarterly Report”) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 as contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which are subject to those sections’ “safe harbor.” All statements, other than historical facts, may be forward-looking statements. Forward-looking terminology such as “may,” “might,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “see,” “estimate,” “predict,” “potential,” “would,” “likely,” “seek” or “continue” or variations of these terms or similar terminology generally can identify forward-looking statements, but the absence of these words is not determinative. These forward-looking statements include statements regarding 10x Genomics, Inc.’s expectations regarding our plans, objectives, goals, beliefs, business strategies, acquisition of Scale Biosciences, Inc., results of operations, financial position, sufficiency of our capital resources, business outlook, future events, business conditions, factors affecting our performance, revenues, gross margin, expenses, organization, business and other trends, expected future investments including anticipated capital expenditures, anticipated size of market opportunities and our ability to capture them, expected uses, performance and benefits of our products and services, business trends and other information. These statements are based on management’s expectations, forecasts, beliefs, opinions, assumptions and information available at the time of filing and should not be relied upon as 10x Genomics, Inc.’s views as of any subsequent date. Actual outcomes and results could differ materially from these statements due to several factors. 10x Genomics, Inc. disclaims any obligation to update any published forward-looking statements except as required by law.
The material risks, uncertainties and other factors that could affect 10x Genomics, Inc.’s financial and operating results and cause actual results to differ from those indicated by the forward-looking statements made include those described in the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Quarterly Report, in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 and Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024. Our periodic filings are accessible on the U.S. Securities and Exchange Commission's (“SEC”) website at www.sec.gov. Although we believe the expectations reflected in the forward-looking statements are reasonable, new risks and uncertainties may emerge, and it is not possible for us to predict their impact on the forward-looking statements contained in this Quarterly Report. Moreover, the information the forward-looking statements are based upon may be limited or incomplete, and may not be based upon all potentially relevant information. We cannot guarantee future events, circumstances, results, performance or achievements. In light of the foregoing, investors are urged not to place undue reliance on any forward-looking statement or third-party data in reaching any conclusion or making any investment decision about any securities of the Company.
Unless otherwise stated or the context otherwise indicates, references to “we,” “us,” “our,” “the Company,” “10x” and similar references refer to 10x Genomics, Inc. and its subsidiaries.
1
Channels for Disclosure of Information
Investors and others should note that we may announce material information to the public through filings with the SEC, our website (https://www.10xGenomics.com), press releases, public conference calls, public webcasts and our social media accounts (https://www.linkedin.com/company/10xgenomics, https://X.com/10xGenomics, https://www.facebook.com/10xGenomics, https://bsky.app/profile/10xgenomics.bsky.social and https://www.youtube.com/@10xGenomics_). We use these channels to communicate with our customers and the public about the Company, our products, our services, our financial results, business developments and other matters. We encourage our investors, the media and others to review the information disclosed through such channels as such information could be deemed to be material information. The information on such channels, including on our website and our social media accounts, is not incorporated by reference in this Quarterly Report and shall not be deemed to be incorporated by reference into any other filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing. Please note that this list of disclosure channels may be updated from time to time.
2
10x Genomics, Inc.
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements.
10x Genomics, Inc.
Condensed Consolidated Balance Sheets
(In thousands)
|
September 30,
2025 |
December 31,
2024 |
||||||||||
| (Unaudited) | (Note 1) | ||||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ |
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$ |
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| Marketable securities |
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| Accounts receivable, net |
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| Other receivables |
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| Inventory |
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| Prepaid expenses and other current assets |
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| Total current assets |
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| Property and equipment, net |
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| Restricted cash |
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| Operating lease right-of-use assets |
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| Goodwill |
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| Intangible assets, net |
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| Other noncurrent assets |
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| Total assets | $ |
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$ |
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| Liabilities and stockholders’ equity | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ |
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$ |
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| Accrued compensation and related benefits |
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| Accrued expenses and other current liabilities |
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| Deferred revenue |
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| Operating lease liabilities |
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| Contingent consideration, current |
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| Total current liabilities |
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| Contingent consideration, noncurrent |
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| Operating lease liabilities, noncurrent |
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| Deferred revenue, noncurrent |
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| Other noncurrent liabilities |
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| Total liabilities |
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| Commitments and contingencies (Note 6) |
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| Preferred stock |
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| Common stock |
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| Additional paid-in capital |
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| Accumulated deficit |
(
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(
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| Accumulated other comprehensive income (loss) |
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(
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| Total stockholders’ equity |
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| Total liabilities and stockholders’ equity | $ |
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$ |
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3
10x Genomics, Inc.
Condensed Consolidated Statements of Operations
(Unaudited)
(In thousands, except share and per share data)
|
Three Months Ended
September 30, |
Nine Months Ended
September 30, |
||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Products and services revenue | $ |
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$ |
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$ |
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$ |
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| License and royalty revenue |
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| Revenue |
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| Cost of products and services revenue |
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| Gross profit |
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| Operating expenses: | |||||||||||||||||||||||
| Research and development |
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| Selling, general and administrative |
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| Gain on settlement |
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(
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| Total operating expenses |
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| Loss from operations |
(
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(
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(
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(
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| Other income (expense): | |||||||||||||||||||||||
| Interest income |
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| Interest expense |
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(
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(
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| Other income (expense), net |
(
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| Total other income |
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| Loss before provision for income taxes |
(
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(
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(
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(
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| (Benefit from) provision for income taxes |
(
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| Net loss | $ |
(
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$ |
(
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$ |
(
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$ |
(
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| Net loss per share, basic and diluted | $ |
(
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$ |
(
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$ |
(
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$ |
(
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| Weighted-average shares used to compute net loss per share, basic and diluted |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
4
10x Genomics, Inc.
Condensed Consolidated Statements of Comprehensive Loss
(Unaudited)
(In thousands)
|
Three Months Ended
September 30, |
Nine Months Ended
September 30, |
||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net loss | $ |
(
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$ |
(
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$ |
(
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$ |
(
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| Other comprehensive income (loss), net of tax: | |||||||||||||||||||||||
| Unrealized gains (losses) on available-for-sale marketable securities |
(
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(
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| Realized loss on available-for-sale marketable securities reclassified into net loss |
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| Foreign currency translation adjustment |
(
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| Other comprehensive income (loss), net of tax |
(
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| Comprehensive loss | $ |
(
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$ |
(
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$ |
(
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$ |
(
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
5
10x Genomics, Inc.
Condensed Consolidated Statements of Stockholders’ Equity
(Unaudited)
(In thousands, except share data)
| Common Stock |
Additional Paid-in
Capital |
Accumulated
Deficit |
Accumulated
Other Comprehensive Income (Loss) |
Total
Stockholders’ Equity |
||||||||||||||||||||||||||||||||||
| Shares | Amount | |||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2024 |
|
$ |
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$ |
|
$ |
(
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$ |
(
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$ |
|
|||||||||||||||||||||||||||
| Issuance of Class A common stock related to equity awards |
|
— |
|
— | — |
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||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — |
|
— | — |
|
||||||||||||||||||||||||||||||||
| Net loss | — | — | — |
(
|
— |
(
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||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — |
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|
||||||||||||||||||||||||||||||||
| Balance as of March 31, 2025 |
|
$ |
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$ |
|
$ |
(
|
$ |
(
|
$ |
|
|||||||||||||||||||||||||||
| Issuance of Class A common stock related to equity awards |
|
— |
|
— | — |
|
||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — |
|
— | — |
|
||||||||||||||||||||||||||||||||
| Net income | — | — | — |
|
— |
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||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — |
|
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||||||||||||||||||||||||||||||||
| Balance as of June 30, 2025 |
|
$ |
|
$ |
|
$ |
(
|
$ |
|
$ |
|
|||||||||||||||||||||||||||
| Issuance of Class A common stock related to equity awards |
|
— |
|
— | — |
|
||||||||||||||||||||||||||||||||
| Issuance of Class A common stock for acquisition of assets |
|
— |
|
— | — |
|
||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — |
|
— | — |
|
||||||||||||||||||||||||||||||||
| Net loss | — | — | — |
(
|
— |
(
|
||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | — |
(
|
(
|
||||||||||||||||||||||||||||||||
| Balance as of September 30, 2025 |
|
$ |
|
$ |
|
$ |
(
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$ |
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$ |
|
|||||||||||||||||||||||||||
| Common Stock |
Additional Paid-in
Capital |
Accumulated
Deficit |
Accumulated
Other Comprehensive Income (Loss) |
Total
Stockholders’ Equity |
||||||||||||||||||||||||||||||||||
| Shares | Amount | |||||||||||||||||||||||||||||||||||||
| Balance as of December 31, 2023 |
|
$ |
|
$ |
|
$ |
(
|
$ |
(
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$ |
|
|||||||||||||||||||||||||||
| Issuance of Class A common stock related to equity awards |
|
— |
|
— | — |
|
||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — |
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— | — |
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||||||||||||||||||||||||||||||||
| Net loss | — | — | — |
(
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— |
(
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||||||||||||||||||||||||||||||||
|
Other comprehensive loss
|
— | — | — | — |
(
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(
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||||||||||||||||||||||||||||||||
| Balance as of March 31, 2024 |
|
$ |
|
$ |
|
$ |
(
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$ |
(
|
$ |
|
|||||||||||||||||||||||||||
| Issuance of Class A common stock related to equity awards |
|
— |
|
— | — |
|
||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — |
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— | — |
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||||||||||||||||||||||||||||||||
| Net loss | — | — | — |
(
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— |
(
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||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — |
|
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||||||||||||||||||||||||||||||||
| Balance as of June 30, 2024 |
|
$ |
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$ |
|
$ |
(
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$ |
(
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$ |
|
|||||||||||||||||||||||||||
| Issuance of Class A common stock related to equity awards |
|
— |
|
— | — |
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| Stock-based compensation | — | — |
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— | — |
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||||||||||||||||||||||||||||||||
| Net loss | — | — | — |
(
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— |
(
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| Other comprehensive income | — | — | — | — |
|
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||||||||||||||||||||||||||||||||
| Balance as of September 30, 2024 |
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$ |
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$ |
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$ |
(
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$ |
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$ |
|
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
6
10x Genomics, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)
| Nine Months Ended September 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Operating activities: | |||||||||||
| Net loss | $ |
(
|
$ |
(
|
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| Adjustments to reconcile net loss to net cash provided by operating activities: | |||||||||||
| Stock-based compensation expense |
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| Depreciation and amortization |
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| Amortization of right-of-use assets |
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| Fair value adjustments on contingent consideration |
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| Asset and lease impairment charges |
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| Realized loss on marketable securities |
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| Other |
(
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| Changes in operating assets and liabilities: | |||||||||||
| Accounts receivable |
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| Other receivables |
(
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| Inventory |
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(
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| Prepaid expenses and other current assets |
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| Other noncurrent assets |
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(
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| Accounts payable |
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| Accrued compensation and other related benefits |
|
(
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| Deferred revenue |
(
|
|
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| Accrued expenses and other current liabilities |
(
|
(
|
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| Operating lease liability |
(
|
(
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| Other noncurrent liabilities |
|
|
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| Net cash provided by operating activities |
|
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| Investing activities: | |||||||||||
| Purchases of intangible assets |
|
(
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| Asset acquisition, net |
(
|
|
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| Purchases of property and equipment |
(
|
(
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| Purchases of marketable securities |
(
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| Proceeds from sales of marketable securities |
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| Proceeds from maturities of marketable securities |
|
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| Net cash provided by (used in) investing activities |
(
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|
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| Financing activities: | |||||||||||
| Issuance of common stock from exercise of stock options and employee stock purchase plan purchases |
|
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| Net cash provided by financing activities |
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| Effect of exchange rates changes on cash, cash equivalents, and restricted cash |
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| Net increase in cash, cash equivalents, and restricted cash |
|
|
|||||||||
| Cash, cash equivalents, and restricted cash at beginning of period |
|
|
|||||||||
| Cash, cash equivalents, and restricted cash at end of period | $ |
|
$ |
|
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| Supplemental disclosures of cash flow information: | |||||||||||
| Cash paid for taxes | $ |
|
$ |
|
|||||||
| Noncash investing and financing activities: | |||||||||||
| Purchases of property and equipment included in accounts payable and accrued expenses and other current liabilities | $ |
|
$ |
|
|||||||
| Right-of-use assets obtained in exchange for new operating lease liabilities | $ |
|
$ |
|
|||||||
| Common stock issued for acquisition of assets | $ |
|
$ |
|
|||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
7
o
1.
Description of Business and Basis of Presentation
Organization and Description of Business
10x Genomics, Inc. (the “Company”) is a life sciences technology company focused on building innovative products and solutions to interrogate, understand and master biological systems at resolution and scale that matches the complexity of biology. The Company’s integrated research solutions include the Company’s Chromium instruments and the Company's Visium CytAssist and Xenium Analyzer, which the Company refers to as “Spatial instruments,” and the Company’s proprietary microfluidic chips, slides, reagents and other consumables for the Company’s Chromium, Visium and Xenium solutions, which the Company refers to as “consumables.” The Company bundles its software with these products to guide customers through the workflow, from sample preparation through analysis and visualization. The Company was incorporated in the state of Delaware in July 2012 and began commercial and manufacturing operations and selling its instruments and consumables in 2015. The Company is headquartered in Pleasanton, California and has wholly-owned subsidiaries in Asia, Europe, Oceania and North America.
Basis of Presentation
The accompanying condensed consolidated financial statements, which include the Company’s accounts and the accounts of its wholly-owned subsidiaries, are unaudited and have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The condensed consolidated balance sheet at December 31, 2024 has been derived from the audited consolidated financial statements of the Company at that date. Certain information and footnote disclosures typically included in the Company’s audited consolidated financial statements have been condensed or omitted. The accompanying unaudited condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to state fairly the Company’s financial position, results of operations, comprehensive income (loss) and cash flows for the periods presented, but are not necessarily indicative of the results of operations to be anticipated for any future annual or interim period. All intercompany transactions and balances have been eliminated. The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. Actual results could differ from those estimates.
The accompanying unaudited condensed consolidated financial statements and notes should be read in conjunction with the audited consolidated financial statements and related notes for the year ended December 31, 2024 included in the Company's Annual Report on Form 10-K filed with the SEC on February 12, 2025 (our “Annual Report”).
2.
Summary of Significant Accounting Policies
Except as noted below, there were no material changes in the Company’s significant accounting policies during the nine months ended September 30, 2025. See Note 2,
Summary of Significant Accounting Policies
, to the consolidated financial statements included in the Company’s Annual Report for information regarding the Company’s significant accounting policies.
Revenue Recognition
Products and Services Revenue
The Company generates revenue from sales of products, which consist of instruments and consumables, and services. Revenue from product sales is recognized when control of the product is transferred, which is generally upon shipment to the customer. Instrument service agreements, which relate to extended warranties, are typically entered into for a
one-year
term, following the expiration of the standard
one-year
warranty period. Revenue for extended warranties is recognized ratably over the term of the extended warranty period as a stand ready performance obligation. Revenue is recorded net of discounts, distributor commissions and sales taxes collected on behalf of governmental authorities. Customers are invoiced generally upon shipment, or upon order for services, and payment is typically due within
30
days. Cash received from customers in advance of product shipment or the provision of services is recorded as a contract liability. The Company’s contracts with its customers generally do not include rights of return or a significant financing component.
The Company regularly enters into contracts that include various combinations of products and services which are generally distinct and accounted for as separate performance obligations. The transaction price is allocated to each performance obligation in proportion to its standalone selling price. The Company determines standalone selling price using average selling prices with consideration of current market conditions. If the product or service has no history of sales or if the sales volume is not sufficient, the Company relies upon prices set by management, adjusted for applicable discounts.
8
License and Royalty Revenue
The Company has agreements with third parties that include up-front fees and royalties. Revenue related to the delivery of intellectual property is recognized when the license is delivered to the third parties. Royalty revenue is recognized when the underlying sales occur. If the timing of the reporting of the actual sales from our licensees is after our reporting date, we estimate the royalty revenue receivable at period end and adjust for any changes in estimates in the following period.
Segment Information
The Company operates as a single operating segment. The Company’s chief operating decision maker (“CODM”), its Chief Executive Officer, manages the Company’s operations on a consolidated basis for the purposes of allocating resources, making operating decisions and evaluating financial performance. The measures of profitability and significant segment expenses reviewed by the CODM are consistent with the presentation and disclosure in these consolidated financial statements.
Acquisitions of intellectual property
The Company evaluates acquisitions of assets and other similar transactions to assess whether or not the transaction should be accounted for as a business combination or asset acquisition by first applying a screen test to determine if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. If the screen test is met, the transaction is accounted for as an asset acquisition. If the screen test is not met, further determination is required as to whether or not the Company has acquired inputs and processes that have the ability to create outputs, which would meet the requirements of a business.
The Company accounts for asset acquisition under Accounting Standards Codification,
Business Combinations, Topic 805, Subtopic 50
, which requires the acquiring entity in an asset acquisition to recognize net assets based on the cost to the acquiring entity on a relative fair value basis, which includes transaction costs in addition to consideration given. Goodwill is not recognized in an asset acquisition and any excess consideration transferred over the fair value of the net assets acquired is allocated to the non-monetary identifiable assets based on relative fair values.
If the Company has the option to pay in equity for contingent consideration related to the acquisition, a liability is recorded in accordance with the guidance of ASC 480,
Distinguishing Liabilities from Equity.
The contingent consideration is recorded at fair value at inception and is revalued on a quarterly basis for any adjustments and recognized in the Company’s condensed consolidated statements of operations in “Other income (expense), net.”
Reclassification
Amounts related to the royalty revenue in the condensed consolidated statements of operations for the three and nine months ended September 30, 2024 have been reclassified to conform to the current presentation. Amounts related to the other receivables in the condensed consolidated balance sheet as of December 31, 2024 have been reclassified to conform to the current presentation.
Recently Issued Accounting Pronouncement and Disclosure Rules
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2023-09, Income Taxes (“ASU No. 2023-09”), which prescribes standardized categories and disaggregation of information in the reconciliation of provision for income taxes, requires disclosure of disaggregated income taxes paid, and modifies other income tax-related disclosure requirements. The updated standard is effective beginning with the Company’s fiscal year 2025 annual reporting period. The Company will adopt ASU No. 2023-09 in its fourth quarter of 2025 using a prospective transition method. We are currently evaluating the impact that the updated standard will have on our financial statement disclosures.
In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses ("ASU 2024-03"), and in January 2025 issued ASU 2025-01, Clarifying the Effective Date ("ASU 2025-01") to provide clarification as to the effective date. ASU 2024-03 requires disaggregated disclosure of income statement expenses. ASU 2024-03 does not change the expense captions currently presented on the income statement; rather it requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. ASU 2024-03, as amended by ASU 2025-01, is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within fiscal years beginning after December 15, 2027. ASU 2024-03 can be applied on a prospective basis; however, retrospective application is permitted. Early adoption is permitted. As ASU 2024-03 only requires additional disclosure, it will not have a material impact on the Company's financial condition and results of operations.
3.
Asset Acquisition
On August 7, 2025, the Company entered into an agreement to acquire all outstanding shares of common stock of Scale Biosciences, Inc., a single cell genomics technology company (“Scale”). Upon closing the transaction on August 11, 2025, the
9
Company made an upfront payment consisting of $
9.2
million in cash and $
13.5
million (
1,099,992
shares) in shares of the Company’s Class A common stock. In the first quarter of 2026, the Company expects to pay $
20.0
million, subject to any adjustments, in connection with the technology transfer completed in the third quarter of 2025 and in the future may pay up to $
30.0
million of contingent consideration if certain milestones are met.
The transaction was accounted for as an asset acquisition because substantially all of the fair value of the assets acquired is concentrated in the developed technology. The Company determined that the contingent consideration was within the scope of ASC 480,
Distinguishing Liabilities from Equity
, because the contingent consideration is payable in cash or shares of the Company’s Class A common stock, at the Company’s election. The contingent consideration was recorded at fair value as of the acquisition date. Upon closing, the Company recognized $
22.4
million for the fair value of the contingent consideration.
The following table summarizes the value of assets acquired and liabilities assumed (in thousands) as of the closing on August 11, 2025:
| Cash | $ |
|
||||||
| Developed technology |
|
|||||||
| Other assets and liabilities, net |
(
|
|||||||
| Net identifiable assets acquired | $ |
|
||||||
Other assets and liabilities, net includes assumed liabilities for pre-acquisition services provided to Scale by third parties which are also measured at fair value under ASC 480. The Company expects to remeasure the contingent consideration and assumed liabilities within the scope of ASC 480 as of each applicable reporting period. Upon remeasurement as of September 30, 2025, the Company recorded a $
1.1
million change in the fair value within “Other income (expense), net” in the Company’s condensed consolidated statement of operations. Measurement of the liabilities using a probability weighted discounted cash flow approach is classified as a Level 3 fair value measurement due to the use of significant unobservable inputs. The calculation relies upon the probability of achieving the milestones and approximate timing of payment based on the terms of the arrangement.
The following table discloses the summary of changes in the contingent consideration and assumed liabilities measured at fair value using Level 3 inputs (in thousands):
|
Nine Months Ended
September 30, 2025
|
|||||
| Beginning of period | $ |
|
|||
| Contingent consideration to sellers |
|
||||
| Assumed liabilities to third parties |
|
||||
| Change in fair value |
|
||||
| Balance at end of period | $ |
|
|||
4.
Restructuring
On May 6, 2025, the Company implemented a reduction in force plan in order to decrease costs and maintain a streamlined organization to support the business. Restructuring charges of $
6.0
million associated with this plan, comprised primarily of severance-related costs, were recorded in the second quarter of 2025.
The following table is a summary of restructuring costs for the nine months ended September 30, 2025 (in thousands):
| Severance and Benefits Costs | Stock-Based Compensation Expense | Total | ||||||||||||||||||
| Restructuring charge | $ |
|
$ |
|
$ |
|
||||||||||||||
| Cash payments made |
(
|
|
(
|
|||||||||||||||||
| Non-cash charge |
|
(
|
(
|
|||||||||||||||||
| Balance at September 30, 2025 | $ |
|
$ |
|
$ |
|
||||||||||||||
Restructuring costs of $
0.4
million, $
3.9
million and $
1.7
million were recorded in cost of revenue, research and development expense, and selling, general and administrative expense, respectively, in the Company's condensed consolidated
10
statements of operations during the second quarter of 2025. The restructuring activities were substantially completed by the end of the third quarter of 2025.
5.
Other Financial Statement Information
Available-for-sale Securities
Available-for-sale securities
consisted of the following (in thousands):
| September 30, 2025 | December 31, 2024 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Fair Value | Fair Value Measurement | ||||||||||||||||||||||||||||||||||||||||||||||||
| Cash equivalents: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Money market funds | $ |
|
$ | — | $ | — | $ |
|
$ |
|
$ | — | $ | — | $ |
|
Level 1 | |||||||||||||||||||||||||||||||||||||||
| Marketable securities: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Government debt securities |
|
|
(
|
|
|
|
|
|
Level 2 | |||||||||||||||||||||||||||||||||||||||||||||||
| Total available-for-sale securities | $ |
|
$ |
|
$ |
(
|
$ |
|
$ |
|
$ |
|
$ |
|
$ |
|
||||||||||||||||||||||||||||||||||||||||
The contractual maturities of marketable securities as of September 30, 2025 were all less than one year.
The Company incurred
no
material gross realized gains or losses from available-for-sale debt securities during the three and nine months ended September 30, 2025 or September 30, 2024.
The available-for-sale debt securities are subject to a periodic impairment review. For investments in an unrealized loss position, the Company determines whether a credit loss exists by considering information about the collectability of the instrument, current market conditions and reasonable and supportable forecasts of economic conditions. The Company recognizes an allowance for credit losses, up to the amount of the unrealized loss when appropriate, and writes down the amortized cost basis of the investment if it is more likely than not that the Company will be required or will intend to sell the investment before recovery of its amortized cost basis. Allowances for credit losses and write-downs are recognized in “Other income (expense), net,” and unrealized losses not related to credit losses are recognized in “Accumulated other comprehensive income (loss).” There are no allowances for credit losses for the periods presented.
Inventory
Inventory was comprised of the following (in thousands):
|
September 30,
2025 |
December 31,
2024 |
||||||||||
| Purchased materials | $ |
|
$ |
|
|||||||
| Work in progress |
|
|
|||||||||
| Finished goods |
|
|
|||||||||
| Inventory | $ |
|
$ |
|
|||||||
11
Property and Equipment, Net
Property and equipment, net consisted of the following (in thousands):
|
September 30,
2025 |
December 31,
2024 |
||||||||||
| Land | $ |
|
$ |
|
|||||||
| Building |
|
|
|||||||||
| Laboratory equipment and machinery |
|
|
|||||||||
| Computer equipment and software |
|
|
|||||||||
| Furniture and fixtures |
|
|
|||||||||
| Leasehold improvements |
|
|
|||||||||
| Construction in progress |
|
|
|||||||||
| Total property and equipment |
|
|
|||||||||
| Less: accumulated depreciation and amortization |
(
|
(
|
|||||||||
| Property and equipment, net | $ |
|
$ |
|
|||||||
Intangible Assets, Net
| September 30, 2025 | December 31, 2024 | ||||||||||||||||||||||||||||||||||||||||
| Remaining Useful Life in Years |
Gross
Carrying Amount |
Accumulated
Amortization |
Intangibles,
Net |
Gross
Carrying Amount |
Accumulated
Amortization |
Intangibles,
Net |
|||||||||||||||||||||||||||||||||||
| Technology licenses |
|
$ |
|
$ |
(
|
$ |
|
$ |
|
$ |
(
|
$ |
|
||||||||||||||||||||||||||||
| Developed technology |
|
|
(
|
|
|
(
|
|
||||||||||||||||||||||||||||||||||
| Customer relationships |
|
|
(
|
|
|
(
|
|
||||||||||||||||||||||||||||||||||
| Assembled workforce |
|
|
(
|
|
|
(
|
|
||||||||||||||||||||||||||||||||||
| Intangible assets, net | $ |
|
$ |
(
|
$ |
|
$ |
|
$ |
(
|
$ |
|
|||||||||||||||||||||||||||||
During the three months ended September 30, 2025, the Company recorded developed technology of $
51.6
million and assembled workforce of $
0.7
million in connection with the Scale acquisition. Subsequently, the Company recorded an impairment charge of $
0.7
million related to the assembled workforce during the same period. The amortization of developed technology is recorded in cost of revenue. See Note 3,
Asset Acquisition,
for details related to intangibles acquired.
12
Compensation and Related Benefits
Accrued compensation and related benefits were comprised of the following (in thousands):
|
September 30,
2025 |
December 31,
2024 |
||||||||||
| Accrued payroll and related costs | $ |
|
$ |
|
|||||||
| Accrued bonus |
|
|
|||||||||
| Accrued commissions |
|
|
|||||||||
| Other |
|
|
|||||||||
| Accrued compensation and related benefits | $ |
|
$ |
|
|||||||
Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities were comprised of the following (in thousands):
|
September 30,
2025 |
December 31,
2024 |
||||||||||
| Legal and related costs | $ |
|
$ |
|
|||||||
| Royalties for licensed technologies |
|
|
|||||||||
| Professional services |
|
|
|||||||||
| Product warranties |
|
|
|||||||||
| Taxes payable |
|
|
|||||||||
| Other |
|
|
|||||||||
| Accrued expenses and other current liabilities | $ |
|
$ |
|
|||||||
Product Warranties
Changes in the reserve for product warranties were as follows (in thousands):
|
Nine Months Ended
September 30, |
|||||||||||
| 2025 | 2024 | ||||||||||
| Beginning of period | $ |
|
$ |
|
|||||||
| Amounts charged to cost of revenue |
|
|
|||||||||
| Repairs and replacements |
(
|
(
|
|||||||||
| End of period | $ |
|
$ |
|
|||||||
Revenue and Deferred Revenue
As of September 30, 2025, the aggregate amount of remaining performance obligations related to separately sold extended warranty service agreements or allocated amounts for extended warranty service agreements bundled with sales of instruments was $
33.0
million, of which approximately $
22.1
million is expected to be recognized to revenue in the next
12
months, with the
13
remainder thereafter. The contract liabilities of $
33.0
million and $
33.2
million as of September 30, 2025 and December 31, 2024, respectively, consisted of deferred revenue related to extended warranty service agreements.
The following revenue recognized for the periods indicated were included in deferred revenue as of December 31, 2024 and 2023, respectively (in thousands):
|
Three Months Ended
September 30, |
Nine Months Ended
September 30, |
||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Deferred revenue recognized | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
The following table represents revenue by source for the periods indicated (in thousands). Chromium products include the Company’s single cell products and spatial products include the Company’s Visium and Xenium products:
|
Three Months Ended
September 30, |
Nine Months Ended
September 30, |
||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Instruments | |||||||||||||||||||||||
| Chromium | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Spatial |
|
|
|
|
|||||||||||||||||||
| Total instruments revenue |
|
|
|
|
|||||||||||||||||||
| Consumables | |||||||||||||||||||||||
| Chromium |
|
|
|
|
|||||||||||||||||||
| Spatial |
|
|
|
|
|||||||||||||||||||
| Total consumables revenue |
|
|
|
|
|||||||||||||||||||
| Services |
|
|
|
|
|||||||||||||||||||
| Products and services revenue |
|
|
|
|
|||||||||||||||||||
| License and royalty revenue |
|
|
|
|
|||||||||||||||||||
| Total revenue | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
The following table presents revenue by geography based on the location of the customer for the periods indicated (in thousands):
|
Three Months Ended
September 30, |
Nine Months Ended
September 30, |
||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Americas | |||||||||||||||||||||||
|
United States
(1)
|
$ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Americas (excluding United States) |
|
|
|
|
|||||||||||||||||||
| Total Americas |
|
|
|
|
|||||||||||||||||||
| Europe, Middle East and Africa |
|
|
|
|
|||||||||||||||||||
| Asia-Pacific | |||||||||||||||||||||||
| China |
|
|
|
|
|||||||||||||||||||
| Asia-Pacific (excluding China) |
|
|
|
|
|||||||||||||||||||
| Total Asia-Pacific |
|
|
|
|
|||||||||||||||||||
| Total revenue | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
License and Royalty Revenue
In February 2025, the Company settled its worldwide patent litigation with Vizgen, Inc. As part of that settlement, Vizgen has limited rights to certain intellectual property owned or exclusively licensed by the Company. As one part of the settlement, the Company received an upfront payment of $
26.0
million and will receive royalties on Vizgen’s sales of products covered by the
14
license. The $
26.0
million upfront payment was recorded as a $
9.2
million gain on settlement and $
16.8
million of license and royalty revenue. The amount attributed to the gain on settlement was determined by applying a royalty rate to the Vizgen historical revenues prior to the settlement.
In May 2025, the Company entered into a settlement agreement and license agreements with Bruker Corporation resolving all outstanding litigation and other proceedings between the parties across all jurisdictions around the world. Under the agreements, the Company has the right to receive four quarterly installment payments beginning in the third quarter of 2025, which total $
68.0
million, and applicable interest. The Company will also receive royalties on Bruker’s sales of products and services covered by the license. The $
68.0
million was recorded as a $
40.7
million gain on settlement and $
27.3
million of license and royalty revenue. The amount attributed to the gain on settlement was determined by applying a royalty rate to the historical revenues prior to the settlement. As of September 30, 2025, the Company had received one quarterly payment, and the remaining balance was recognized under other receivables which is presented separately on the Company’s condensed consolidated balance sheets.
Other Income (Expense), Net
Gains or losses from foreign currency remeasurement are included in “Other income (expense), net” in the condensed consolidated statements of operations. The Company recognized foreign currency transaction loss of $
0.6
million for the three months ended September 30, 2025, and foreign currency transaction income of $
3.1
million for the nine months ended September 30, 2025. The Company recognized foreign currency transaction income of $
1.3
million and $
0.3
million for the three and nine months ended September 30, 2024, respectively.
The change in fair value of contingent consideration are included in “Other income (expense), net” in the condensed consolidated statements of operations. The company recognized the $
1.1
million loss due to change in fair value of contingent consideration for the three and nine months ended September 30, 2025.
6.
Commitments and Contingencies
Lease Agreements
The Company leases office, laboratory, manufacturing, distribution and server space in various locations worldwide.
As of September 30, 2025, the Company recorded $
1.8
million in right of use asset and lease liabilities in connection with Scale acquisition. See Note 3,
Asset Acquisition,
for details related to right of use assets and lease liabilities acquired.
The payments due under the Company’s operating lease liabilities as of September 30, 2025 are as follows (in thousands):
|
Operating Leases
|
|||||
| 2025 (excluding the nine months ended September 30, 2025) | $ |
|
|||
| 2026 |
|
||||
| 2027 |
|
||||
| 2028 |
|
||||
| 2029 |
|
||||
| Thereafter |
|
||||
| Total lease payments | $ |
|
|||
| Less: imputed interest |
(
|
||||
| Present value of operating lease liabilities | $ |
|
|||
| Operating lease liabilities, current | $ |
|
|||
| Operating lease liabilities, noncurrent |
|
||||
| Total operating lease liabilities | $ |
|
|||
The following table summarizes additional information related to operating leases as of September 30, 2025:
|
September 30,
2025 |
December 31,
2024 |
||||||||||
| Weighted-average remaining lease term |
|
|
|||||||||
| Weighted-average discount rate |
|
% |
|
% | |||||||
15
Litigation
The Company is regularly subject to lawsuits, claims, arbitration proceedings, administrative actions and other legal and regulatory proceedings involving intellectual property disputes, commercial disputes, competition and other matters, and the Company may become subject to additional types of lawsuits, claims, arbitration proceedings, administrative actions, government investigations and legal and regulatory proceedings in the future. As of September 30, 2025, the Company has concluded that a loss is not probable and a contingent liability has not been recorded.
Parse
In August 2022, the Company filed suit against Parse Biosciences, Inc. (“Parse”) in the U.S. District Court for the District of Delaware alleging that Parse’s Evercode Whole Transcriptomics products and ATAC-seq products infringe U.S. Patent Nos. 10,155,981 (the “981 patent”), 10,697,013 (the “013 patent”), 10,240,197 (the “197 patent”), 10,150,995 (the “995 patent”), 10,619,207 (the “207 patent”) and 10,738,357 (the “357 patent”). In February 2025, the Court entered a consent judgment and permanent injunction against Parse with respect to the 995, 207 and 357 patents relating to ATAC-seq. Parse filed petitions for Inter Partes Review (“IPR”) of the 981, 197 and 013 patents which were found unpatentable by the Patent Trial and Appeals Board in February 2025. The Company strongly disagrees with those decisions and has appealed. The Court has stayed the litigation pending the outcome of the appeals.
In August 2025, the Company acquired Scale. Scale and Parse are parties in a litigation in the U.S. District Court for the District of Delaware in which Scale is asserting that Parse’s Evercode products infringe U.S. Patent Nos. 10,626,442, 10,982,256, 11,512,341 and 11,634,752 (the “752 patent”) and Parse is asserting the Scale’s single cell sequencing products infringe U.S. Patent Nos. 10,900,065, 11,168,355 and 11,427,856 (the “Asserted Parse Patents”). On February 13, 2025 the parties filed a stipulation agreeing that Scale’s High Throughput Assay and methods of using such assays do not infringe the Asserted Parse Patents, and dismissing such claims. In October 2025, the Court entered summary judgment that the 752 patent is invalid. The Company disagrees with this decision and plans to appeal. In November 2025, the Court entered summary judgment that the accused Scale products do not infringe the Asserted Parse Patents. Additional summary judgment motions are pending and a trial date has not been set.
Curio
In December 2023, the Company filed suit against Curio Bioscience, Inc. (“Curio”) in the U.S. District Court for the District of Delaware alleging that the Curio Seeker Spatial Mapping Kit and associated products and services infringe U.S. Patent Nos. 10,480,022, 10,662,468, 11,001,879, 11,549,138 and 11,761,030. Trial on the Company’s claims is scheduled for May 2026.
In December 2023, the Company filed a request for a preliminary injunction in the Dusseldorf Local Division of the UPC alleging that the Curio Seeker Spatial Mapping Kit and associated products and services infringe EP Patent No. 2697391 (the “EP 391 patent”). In April 2024, the UPC granted the Company’s request and issued a preliminary injunction requiring Curio to stop offering, marketing, using or possessing these Curio Seeker products and services in Germany, France and Sweden. Curio did not appeal the preliminary injunction. On March 25, 2024, the Company filed a main request in the Dusseldorf Local Division of the UPC alleging that the Curio Seeker Spatial Mapping Kit and associated products and services infringe the EP 391 patent. In June 2025, the UPC found that Curio directly infringes one of the patent’s claims and issued a permanent injunction ordering Curio to cease and desist from selling the Seeker products in Germany, France and Sweden.
Illumina
In October 2025, the Company filed two lawsuits against Illumina, Inc. (“Illumina”) in the United States District Court for the District of Delaware. In the first suit, the Company alleges Illumina’s announced spatial technology program infringe U.S. Patent Nos. 11,008,607, 11.549,138, 12,234,505 and 12,297,487 (collectively, the “Asserted Spatial Patents”). In the second suit, the Company alleges Illumina’s single cell kits and workflow infringe U.S. Patent Nos. 11,692,214, 11,932,902, 12,275,993, 12,305,239 and 12,416,192 (collectively, the “Asserted Single Cell Patents”). No case schedule has been set.
7.
Capital Stock
As of September 30, 2025, the number of shares of Class A common stock and Class B common stock issued and outstanding were
116,460,674
and
10,078,872
, respectively.
The following table represents the number of shares of Class B common stock converted to shares of Class A common stock upon the election of the holders of such shares during the periods:
16
|
Three Months Ended
September 30, |
Nine Months Ended
September 30, |
||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Class B common stock converted to Class A common stock |
|
|
|
|
|||||||||||||||||||
8.
Equity Incentive Plans
Stock-based Compensation
The Company recorded stock-based compensation cost for the periods presented as follows (in thousands):
|
Three Months Ended
September 30, |
Nine Months Ended
September 30, |
||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Cost of revenue | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
| Research and development |
|
|
|
|
|||||||||||||||||||
| Selling, general and administrative |
|
|
|
|
|||||||||||||||||||
| Total stock-based compensation expense | $ |
|
$ |
|
$ |
|
$ |
|
|||||||||||||||
Restricted Stock Units
Restricted stock units (“RSUs”) activity for the nine months ended September 30, 2025 is as follows:
|
Restricted Stock
Units |
Weighted-Average
Grant Date Fair Value (per share) |
||||||||||
| Outstanding as of December 31, 2024 |
|
$ |
|
||||||||
| Granted |
|
|
|||||||||
| Vested |
(
|
|
|||||||||
| Cancelled |
(
|
|
|||||||||
| Outstanding as of September 30, 2025 |
|
$ |
|
||||||||
Stock Options
Stock option activity for the nine months ended September 30, 2025 is as follows:
| Stock Options |
Weighted-Average
Exercise Price |
||||||||||
| Outstanding as of December 31, 2024 |
|
$ |
|
||||||||
| Exercised |
(
|
|
|||||||||
| Cancelled and forfeited |
(
|
|
|||||||||
| Outstanding as of September 30, 2025 |
|
$ |
|
||||||||
Performance Stock Awards
In March 2025, the Company granted
561,603
performance stock units (“PSUs”) under the 2019 Omnibus Incentive Plan (“2019 plan”) to certain members of management which are subject to the achievement of certain performance conditions established by the Company’s Compensation Committee of the Board of Directors as described below:
i.
50
% of target PSUs earned will be based on the Company’s compound annual growth rate (“CAGR”) of the Company’s Revenue over a
two-year
performance period from January 1, 2025 to December 31, 2026. Holders may earn from
0
% to
200
% of the target amount of shares and earned PSUs will then be subject to service-based vesting; and
ii.
50
% of target PSUs earned will be based on the relative Total Shareholder Return (“TSR”) of the Company’s Class A common stock as compared to the TSR of the members of the Russell 3000 Medical Equipment and Services Sector Index over a
three-year
performance period from January 1, 2025 to December 31, 2027. Depending on the results relative to the TSR market condition, the holders may earn from
0
% to
200
% of the target amount of shares which will vest at the end of the performance period.
17
The PSUs will be forfeited if the performance conditions are not achieved at the end of the relative performance periods as described above. The vesting of the PSUs can also be triggered upon certain change in control events or in the event of death or disability.
The weighted-average grant date fair values of the PSUs relating to CAGR and TSR components were $
10.76
and $
13.94
per share, respectively. Stock-based compensation expense recognized for the PSUs relating to TSR components were approximately $
0.3
million and $
0.7
million for the three and nine months ended September 30, 2025, respectively. The PSUs relating to CAGR components were not deemed probable of vesting as of September 30, 2025, and no expenses were recognized for 2025.
The Company estimated the fair values of shares granted under the market-based TSR PSUs using a Monte Carlo simulation model with the following assumptions:
| Expected volatility |
|
||||
| Risk-free interest rate |
|
||||
| Expected dividend yield |
|
||||
In March 2024, the Company granted
219,168
PSUs under the 2019 Plan to certain members of management, which are subject to the achievement of certain market-condition and performance-condition goals established by the Company’s Compensation Committee of the Board of Directors.
As of September 30, 2025, the measurement periods for the 2025 and 2024 PSUs were not completed and the market and performance criteria for the stock awards was not met and therefore no shares vested or became exercisable.
2019 Employee Stock Purchase Plan
A total of
4,909,589
shares of Class A common stock were reserved for issuance under the 2019 Employee Stock Purchase Plan (“ESPP”). The price at which Class A common stock is purchased under the ESPP is equal to
85
% of the fair market value of the common stock on the first day of the offering period or purchase date, whichever is lower.
During the nine months ended September 30, 2025 and 2024,
446,766
and
192,869
shares of Class A common stock, respectively, were issued under the ESPP. There were
no
shares of Class A common stock issued under the ESPP during the three months ended September 30, 2025 and 2024. As of September 30, 2025, there were
3,481,248
shares available for issuance under the ESPP.
18
9.
Net Loss Per Share
The following outstanding shares of common stock equivalents were excluded from the computation of diluted net loss per share for the periods presented because including them would have had an anti-dilutive effect:
|
Three Months Ended
September 30, |
Nine Months Ended
September 30, |
||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Stock options to purchase common stock |
|
|
|
|
|||||||||||||||||||
| Restricted stock units |
|
|
|
|
|||||||||||||||||||
| Shares committed under ESPP |
|
|
|
|
|||||||||||||||||||
| Total |
|
|
|
|
|||||||||||||||||||
19
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
You should read the following discussion of our financial condition and results of operations in conjunction with our unaudited condensed consolidated financial statements and the related notes and other financial information included elsewhere in this Quarterly Report and our audited consolidated financial statements and notes thereto and the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC on February 12, 2025 (our "Annual Report"). As discussed in the section titled “Special Note Regarding Forward-Looking Statements,” the following discussion and analysis, in addition to historical financial information, contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth in the section titled “Risk Factors” in this Quarterly Report, in Part II, Item 1A of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 and in Part I, Item 1A of our Annual Report.
In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.
Overview
We are a life sciences technology company focused on building innovative products and solutions to interrogate, understand and master biology. Our integrated research solutions include instruments, consumables and software for analyzing biological systems at resolution and scale that matches the complexity of biology. Our commercial product portfolio includes our Chromium instruments and our Visium CytAssist and our Xenium Analyzer, which we refer to as “Spatial instruments,” and our proprietary microfluidic chips, slides, reagents and other consumables for our Chromium, Visium and Xenium solutions, which we refer to as “consumables.” We bundle our software with these products to guide customers through the workflow, from sample preparation through analysis and visualization. Customers purchase instruments and consumables from us for use in their experiments. In addition to instrument and consumable sales, we derive revenue from post-warranty service contracts for our instruments.
Since our inception in 2012, we have incurred net losses in each year. Our net losses were $27.5 million and $27.3 million for the three and nine months ended September 30, 2025 and net losses were $35.8 million and $133.6 million for the three and nine months ended September 30, 2024, respectively. As of September 30, 2025, we had an accumulated deficit of $1.5 billion and cash and cash equivalents, and marketable securities totaling $482.1 million. We expect to continue to incur significant expenses for the foreseeable future and to incur operating losses in the near term.
Acquisition
On August 7, 2025, we entered into an agreement to acquire all outstanding shares of common stock of Scale Biosciences, Inc., a single cell genomics technology company (“Scale”). Upon closing the transaction on August 11, 2025, we made an upfront payment consisting of $9.2 million in cash and $13.5 million (1,099,992 shares) in shares of our Class A common stock. In the first quarter of 2026, we expect to pay $20.0 million, subject to any adjustments, in connection with the technology transfer completed in the third quarter of 2025 and in the future may pay up to $30.0 million of contingent consideration if certain milestones are met.
The transaction was accounted for as an asset acquisition because substantially all of the fair value of the assets acquired is concentrated in the developed technology. We determined that the contingent consideration was within the scope of ASC 480,
Distinguishing Liabilities from Equity
, because the contingent consideration is payable in cash or shares of our Class A common stock, at our election. The contingent consideration was recorded at fair value as of the acquisition date. Upon closing, we recognized $22.4 million for the fair value of the contingent consideration. Refer to Note 3,
Asset Acquisition
, in the Notes to condensed consolidated financial statements included in this report, for a description of the fair value measurement of the contingent consideration.
20
Comparison of the Three and Nine Months Ended September 30, 2025 and 2024
Revenue
|
Three Months Ended
September 30, |
Change |
Nine Months Ended
September 30, |
Change | ||||||||||||||||||||||||||||||||||||||||||||
| (dollars in thousands) | 2025 | 2024 | $ | % | 2025 | 2024 | $ | % | |||||||||||||||||||||||||||||||||||||||
| Instruments | |||||||||||||||||||||||||||||||||||||||||||||||
| Chromium | $ | 4,927 | $ | 7,641 | $ | (2,714) | (36) | % | $ | 16,567 | $ | 24,283 | $ | (7,716) | (32) | % | |||||||||||||||||||||||||||||||
| Spatial | 7,072 | 11,415 | (4,343) | (38) | 24,744 | 44,078 | (19,334) | (44) | |||||||||||||||||||||||||||||||||||||||
| Total instruments revenue | 11,999 | 19,056 | (7,057) | (37) | 41,311 | 68,361 | (27,050) | (40) | |||||||||||||||||||||||||||||||||||||||
| Consumables | |||||||||||||||||||||||||||||||||||||||||||||||
| Chromium | 92,519 | 96,536 | (4,017) | (4) | 262,416 | 274,571 | (12,155) | (4) | |||||||||||||||||||||||||||||||||||||||
| Spatial | 35,373 | 29,668 | 5,705 | 19 | 103,017 | 85,330 | 17,687 | 21 | |||||||||||||||||||||||||||||||||||||||
| Total consumables revenue | 127,892 | 126,204 | 1,688 | 1 | 365,433 | 359,901 | 5,532 | 2 | |||||||||||||||||||||||||||||||||||||||
| Services | 8,128 | 6,299 | 1,829 | 29 | 24,255 | 17,292 | 6,963 | 40 | |||||||||||||||||||||||||||||||||||||||
| Products and services revenue | 148,019 | 151,559 | (3,540) | (2) | 430,999 | 445,554 | (14,555) | (3) | |||||||||||||||||||||||||||||||||||||||
| License and royalty revenue | 983 | 95 | 888 | 935 | 45,794 | 210 | 45,584 | 21707 | |||||||||||||||||||||||||||||||||||||||
| Total revenue | $ | 149,002 | $ | 151,654 | $ | (2,652) | (2) | % | $ | 476,793 | $ | 445,764 | $ | 31,029 | 7 | % | |||||||||||||||||||||||||||||||
Products and services revenue decreased $3.5 million, or 2%, to $148.0 million for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024. Instruments revenue decreased $7.1 million, or 37%, to $12.0 million for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024. Consumables revenue increased $1.7 million, or 1%, to $127.9 million for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024. Services revenue increased $1.8 million, or 29%, to $8.1 million for the three months ended September 30, 2025 as compared to three months ended September 30, 2024, primarily driven by an increase in service plans for instruments coming off warranty.
Products and services revenue decreased $14.6 million, or 3%, to $431.0 million for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024. Instruments revenue decreased $27.1 million, or 40%, to $41.3 million for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024. Consumables revenue increased $5.5 million, or 2%, to $365.4 million for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024. Services revenue increased $7.0 million, or 40%, for the nine months ended September 30, 2025 as compared to nine months ended September 30, 2024, primarily driven by an increase in service plans for instruments coming off warranty.
In February 2025, the Company settled its worldwide patent litigation with Vizgen, Inc. As part of that settlement, Vizgen has limited rights to certain intellectual property owned or exclusively licensed by the Company. As one part of the settlement, the Company received an upfront payment of $26.0 million and will receive royalties on Vizgen’s sales of products covered by the license. The $26.0 million upfront payment was recorded as a $9.2 million gain on settlement and $16.8 million of license and royalty revenue. The amount attributed to the gain on settlement was determined by applying a royalty rate to the Vizgen historical revenues prior to the settlement.
In May 2025, the Company entered into a settlement agreement and license agreements with Bruker Corporation resolving all outstanding litigation and other proceedings between the parties across all jurisdictions around the world. Under the agreements, the Company will receive four quarterly installment payments beginning in the third quarter of 2025, which total $68.0 million and applicable interest. The Company will also receive royalties on Bruker’s sales of products and services covered by the licenses. The $68.0 million was recorded as a $40.7 million gain on settlement and $27.3 million of license and royalty
21
revenue. The amount attributed to the gain on settlement was determined by applying a royalty rate to the historical revenues prior to the settlement.
We expect our revenues to moderately increase sequentially in the fourth quarter of 2025.
Cost of Products and Services Revenue, Gross Profit and Gross Margin
|
Three Months Ended
September 30, |
Change |
Nine Months Ended
September 30, |
Change | ||||||||||||||||||||||||||||||||||||||||||||
|
(dollars in thousands)
|
2025 | 2024 | $ | % | 2025 | 2024 | $ | % | |||||||||||||||||||||||||||||||||||||||
| Cost of products and services revenue | $ | 48,695 | $ | 45,261 | $ | 3,434 | 8 | % | $ | 145,957 | $ | 142,237 | $ | 3,720 | 3 | % | |||||||||||||||||||||||||||||||
| Gross profit | $ | 100,307 | $ | 106,393 | $ | (6,086) | (6) | % | $ | 330,836 | $ | 303,527 | $ | 27,309 | 9 | % | |||||||||||||||||||||||||||||||
| Gross margin | 67 | % | 70 | % | 69 | % | 68 | % | |||||||||||||||||||||||||||||||||||||||
Cost of products and services revenue increased $3.4 million, or 8%, to $48.7 million for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024. The increase was primarily driven by higher manufacturing costs of $5.8 million and higher inventory write-downs of $3.5 million due to changes in product mix, partially offset by lower royalties of $4.1 million and lower warranty costs of $1.8 million. Gross margin decreased to 67% primarily due to changes in product mix and higher inventory write-downs, partially offset by lower royalties and lower warranty costs.
Cost of products and services revenue increased $3.7 million, or 3%, to $146.0 million for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024. The increase was primarily driven by higher inventory write-downs of $12.3 million and higher manufacturing costs of $5.5 million due to change in product mix, partially offset by lower royalties of $10.3 million and lower warranty costs of $3.8 million. Gross margin increased to 69% primarily due to higher license and royalty revenue and lower royalties and warranty, partially offset by changes in product mix and higher inventory write-downs.
We expect our gross margin to fluctuate through the remainder of 2025 due to the non-recurring benefit in license and royalty revenue experienced in the first half of the year, as well as changes in product mix through the remainder of the year.
Operating Expenses
|
Three Months Ended
September 30, |
Change |
Nine Months Ended
September 30, |
Change | ||||||||||||||||||||||||||||||||||||||||||||
|
(dollars in thousands)
|
2025 | 2024 | $ | % | 2025 | 2024 | $ | % | |||||||||||||||||||||||||||||||||||||||
| Research and development | $ | 57,194 | $ | 66,174 | $ | (8,980) | (14) | % | $ | 182,663 | $ | 197,730 | $ | (15,067) | (8) | % | |||||||||||||||||||||||||||||||
| Selling, general and administrative | 75,355 | 81,704 | (6,349) | (8) | 239,517 | 250,517 | (11,000) | (4) | |||||||||||||||||||||||||||||||||||||||
| Gain on settlement | — | — | — | N/A | (49,900) | — | (49,900) | N/A | |||||||||||||||||||||||||||||||||||||||
| Total operating expenses | $ | 132,549 | $ | 147,878 | $ | (15,329) | (10) | % | $ | 372,280 | $ | 448,247 | $ | (75,967) | (17) | % | |||||||||||||||||||||||||||||||
Research and development expenses decreased $9.0 million, or 14%, to $57.2 million for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024. The decrease was primarily driven by a $5.9 million decrease in personnel expenses, including a $4.7 million decrease in stock-based compensation expense, a $1.9 million decrease in laboratory materials, supplies and equipment, and a $0.9 million decrease in allocated costs for facilities and information technology.
Research and development expenses decreased $15.1 million, or 8%, to $182.7 million for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024. The decrease was primarily driven by a $11.3 million decrease in personnel expenses, including a $12.7 million decrease in stock-based compensation expense, a $3.1 million decrease in allocated costs for facilities and information technology and a $1.2 million decrease in depreciation and amortization costs. In May 2025, we had a reduction in force that resulted in restructuring costs of $3.7 million.
Selling, general and administrative expenses decreased $6.3 million, or 8%, to $75.4 million for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024. The decrease was primarily driven by a reduction of $4.9 million in outside legal expenses, a $1.1 million decrease in marketing expenses related to conferences and seminars, and a $0.7 million decrease in personnel expenses, partially offset by a $0.3 million increase in other expense. The three months ended September 30, 2025 includes the Scale assembled workforce impairment of $0.7 million.
22
Selling, general and administrative expenses decreased $11.0 million, or 4%, to $239.5 million for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024. The decrease was primarily driven by a reduction of $9.5 million in outside legal expenses, a $1.2 million decrease in marketing expenses related to conferences and seminars, and a $0.9 million decrease in other expense, partially offset by a $0.5 million increase in personnel expenses. The three months ended June 30, 2025 includes restructuring cost of $1.9 million. The three months ended September 30, 2025 includes the Scale assembled workforce impairment of $0.7 million.
Gain on settlement is a result of the Company settling its worldwide patent litigation with Vizgen in the first quarter of 2025 and Bruker in the second quarter of 2025.
We expect our operating expenses to trend lower in 2025 versus the prior year as a result of our actions to reduce operating costs including our May 2025 reduction in force that resulted in the termination of approximately 8% of our global workforce and additional planned reductions in non-headcount operating expenses.
Other Income (Expense), Net
|
Three Months Ended
September 30, |
Change |
Nine Months Ended
September 30, |
Change | ||||||||||||||||||||||||||||||||||||||||||||
|
(dollars in thousands)
|
2025 | 2024 | $ | % | 2025 | 2024 | $ | % | |||||||||||||||||||||||||||||||||||||||
| Interest income | $ | 5,199 | $ | 4,971 | $ | 228 | 5 | % | $ | 13,156 | $ | 14,422 | $ | (1,266) | (9) | % | |||||||||||||||||||||||||||||||
| Interest expense | 3 | (2) | 5 | (250) | — | (4) | 4 | (100) | |||||||||||||||||||||||||||||||||||||||
| Other income (expense), net | (1,165) | 2,078 | (3,243) | (156) | 3,574 | 982 | 2,592 | 264 | |||||||||||||||||||||||||||||||||||||||
| Total other income | $ | 4,037 | $ | 7,047 | $ | (3,010) | (43) | % | $ | 16,730 | $ | 15,400 | $ | 1,330 | 9 | % | |||||||||||||||||||||||||||||||
Interest income increased by $0.2 million, or 5%, to $5.2 million for the three months ended September 30, 2025 as compared to the three months ended September 30, 2024. Interest income decreased by $1.3 million, or 9%, to $13.2 million for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024. The decrease was primarily due to lower interest rate, partially offset by higher marketable securities balance during the three and nine months ended September 30, 2025.
Other income (expense), net decreased by $3.2 million to $1.2 million other expense, net for the three months ended September 30, 2025 as compared to $2.1 million other income, net, for the three months ended September 30, 2024. The decrease in other income (expense), net was driven by loss from foreign currency rate measurement fluctuations and the $1.1 million change in fair value of contingent consideration due to the completion of the technology transfer in the third quarter of 2025.
Other income (expense), net increased by $2.6 million to $3.6 million other income, net for the nine months ended September 30, 2025 as compared to $1.0 million other income, net, for the nine months ended September 30, 2024. The increase in other income (expense), net was driven by gain from foreign currency rate measurement fluctuations, offset by the $1.1 million change in fair value of contingent consideration related to the Scale acquisition.
As explained above, we will remeasure the contingent consideration and assumed liabilities related to the Scale acquisition within the scope of ASC 480 as of each applicable reporting period. Upon remeasurement, we expect to record the change in the fair value of the contingent consideration within “other income (expense), net” in the Company’s condensed consolidated statement of operations. We expect other income (expense), net, to fluctuate, potentially significantly, from quarter to quarter due to changes in the fair value of the contingent consideration.
Provision for Income Taxes
The Company’s provision for income taxes was a tax benefit of $0.7 million and an expense of $2.6 million, respectively, for the three and nine months ended September 30, 2025 and an expense of $1.3 million and $4.3 million respectively, for the three and nine months ended September 30, 2024. The decrease in income tax expense for the 2025 periods was primarily due to the enactment of the One Big Beautiful Bill Act (“OBBBA”) on July 4, 2025. Among its provisions, OBBBA restored the immediate deductibility of U.S. research and experimental expenditures, resulting in lower U.S. taxable income and a corresponding reduction in the Company’s provision for income taxes.
23
Liquidity and Capital Resources
As of September 30, 2025, we had approximately $482.1 million in cash and cash equivalents, and marketable securities which were primarily held in U.S. banks. We have generated negative cumulative cash flows from operations since inception through September 30, 2025, and we have generated losses from operations since inception as reflected in our accumulated deficit of $1.5 billion.
We currently anticipate making aggregate capital expenditures of between approximately $15 million and $20 million during the next 12 months, which we expect to include, among other expenditures, equipment to be used for manufacturing and research and development.
In the first quarter of 2026, we expect to pay $20.0 million, subject to any adjustments, in connection with the technology transfer completed in the third quarter of 2025 related to the Scale acquisition. In the future, we may pay up to $30.0 million of contingent consideration if certain milestones are met. The payment is payable in cash or equity at our election.
Our future capital requirements will depend on many factors including our revenue growth rate, research and development efforts, investments in or acquisitions of complementary or enhancing technologies or businesses, the timing and extent of additional capital expenditures to invest in existing and new facilities, the expansion of sales and marketing and international activities, legal costs associated with defending and enforcing intellectual property rights and the introduction of new products and new versions of existing products.
We take a long-term view in growing and scaling our business and we regularly review acquisition and investment opportunities, and we may in the future enter into arrangements to acquire or invest in businesses, services and technologies, including intellectual property rights, and any such acquisitions or investments could significantly increase our capital needs. We regularly review opportunities that meet our long-term growth objectives.
We expect to continue to incur operating losses for the foreseeable future. We believe that our existing cash and cash equivalents and cash generated from sales of our products will be sufficient to meet our anticipated cash needs for at least the next 12 months. However, our liquidity assumptions may prove to be incorrect, and we could exhaust our available financial resources sooner than we currently expect. We maintain the majority of our cash and cash equivalents in accounts with major U.S. and multi-national financial institutions, and our deposits at these institutions exceed insured limits. Market conditions can impact the viability of these institutions. In the event of failure of any of the financial institutions where we maintain our cash and cash equivalents, there can be no assurance that we would be able to access uninsured funds in a timely manner or at all. Any inability to access or delay in accessing these funds could adversely affect our business and financial position.
We intend to continue to evaluate market conditions and may in the future pursue additional sources of funding, such as mortgage or other financing, to further enhance our financial position and to execute our business strategy. In addition, should prevailing economic, financial, business or other factors adversely affect our ability to meet our operating cash requirements, we could be required to obtain funding though traditional or alternative sources of financing. We cannot be certain that additional funds would be available to us on favorable terms when required, or at all.
Sources of liquidity
The following table summarizes our cash flows for the periods indicated:
| Nine Months Ended September 30, | |||||||||||
|
(in thousands)
|
2025 | 2024 | |||||||||
| Net cash provided by (used in): | |||||||||||
|
Operating activities
|
$ | 95,273 | $ | 13,412 | |||||||
|
Investing activities
|
(11,633) | 18,961 | |||||||||
|
Financing activities
|
4,561 | 6,397 | |||||||||
| Effect of exchange rates changes on cash, cash equivalents, and restricted cash | 441 | 105 | |||||||||
| Net increase in cash, cash equivalents, and restricted cash | $ | 88,642 | $ | 38,875 | |||||||
Operating activities
The net cash provided by operating activities of $95.3 million for the nine months ended September 30, 2025 which consisted of a net loss of $27.3 million, non-cash adjustments of $116.2 million, which included stock-based compensation expense of $83.9 million, depreciation and amortization of $26.1 million, amortization of leased right-of-use assets of $5.6 million and fair value adjustments on contingent consideration of $1.1 million, and a net cash inflow from changes in operating assets and liabilities of $6.4 million. The net cash inflow from operating assets and liabilities was primarily due to a decrease in accounts receivable of $44.5 million due to timing of collections, a decrease in inventory of $22.4 million, an increase in accounts
24
payable of $3.3 million, a decrease in other noncurrent assets of $2.3 million, an increase in accrued compensation and other related benefits of $2.3 million and an increase in other noncurrent liabilities of $1.3 million. The net cash inflow from operating assets and liabilities was partially offset by an increase in other receivables of $52.2 million related to the Bruker settlement, a decrease in accrued expenses and other current liabilities of $9.9 million and a decrease in the operating lease liability of $7.6 million.
The net cash provided by operating activities of $13.4 million for the nine months ended September 30, 2024 was primarily due to a net loss of $133.6 million, net cash inflow from changes in operating assets and liabilities of $2.6 million, primarily offset by stock-based compensation expense of $108.2 million, depreciation and amortization of $27.1 million, lease and asset impairment charges of $2.5 million, amortization of leased right-of-use assets of $6.0 million, and other non-cash expenses of $0.6 million. The net cash inflow from operating assets and liabilities was primarily due to a decrease in accounts receivable of $31.3 million due to timing of collections, an increase in accounts payable of $10.0 million and an increase in deferred revenue of $8.1 million. The net cash inflow from operating assets and liabilities was partially offset by a decrease in accrued expenses and other current liabilities of $17.1 million primarily driven by payments related to purchase consideration and royalty payments, an increase in inventory of $19.4 million, and a decrease in the operating lease liability of $9.8 million.
Investing activities
The net cash used in investing activities of $11.6 million in the nine months ended September 30, 2025 was due to the purchase of marketable securities of $98.9 million, net cash paid for the asset acquisition of $8.6 million and purchases of property and equipment of $4.2 million, partially offset by maturities of marketable securities of $100.0 million.
The net cash provided by investing activities of $19.0 million in the nine months ended September 30, 2024 was due to proceeds from sales and maturities of marketable securities of $3.9 million and $25.8 million, respectively, partially offset by purchases of property and equipment and intangible assets of $9.7 million and $1.0 million, respectively.
Financing activities
The net cash provided by financing activities of $4.6 million in the nine months ended September 30, 2025 was primarily from proceeds related to the issuance of common stock from the exercise of stock options and employee stock purchase plan.
The net cash provided by financing activities of $6.4 million in the nine months ended September 30, 2024 was primarily from proceeds related to the issuance of common stock from the exercise of stock options and employee stock purchase plan.
Critical Accounting Estimates
Our condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and the applicable rules and regulations of the SEC. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported revenues and expenses incurred during the reporting periods. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
During the nine months ended September 30, 2025, there have been no significant changes in our critical accounting policies and estimates as compared to the critical accounting policies and estimates disclosed in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our most recent Annual Report on Form 10-K filed with the SEC on February 12, 2025, except as follows:
Acquisitions of intellectual property
We evaluate acquisitions of assets and other similar transactions to assess whether or not the transaction should be accounted for as a business combination or asset acquisition by first applying a screen test to determine if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. If the screen test is met, the transaction is accounted for as an asset acquisition. If the screen test is not met, further determination is required as to whether or not we have acquired inputs and processes that have the ability to create outputs, which would meet the requirements of a business. We account for an asset acquisition under Accounting Standards Codification,
Business Combinations
Topic 805, Subtopic 50, which requires the acquiring entity in an asset acquisition to recognize net assets based on the cost to the acquiring entity on a relative fair value basis, which includes transaction costs in addition to consideration given. Goodwill is not recognized in an asset acquisition and any excess consideration transferred over the fair value of the net assets acquired is allocated to the non-monetary identifiable assets based on relative fair values.
On August 7, 2025, we entered into an agreement to acquire all outstanding shares of common stock of Scale. The transaction was accounted for as an asset acquisition because substantially all of the fair value of the assets acquired is
25
concentrated in the developed technology. Upon closing the transaction on August 11, 2025, we made an upfront payment consisting of $9.2 million in cash and $13.5 million (1,099,992 shares) in shares of our Class A common stock. In the first quarter of 2026, we expect to pay $20.0 million, subject to any adjustments, in connection with the technology transfer completed in the third quarter of 2025 and in the future may pay up to $30 million of contingent consideration if certain milestones are met.
We determined that the contingent consideration was within the scope of ASC 480,
Distinguishing Liabilities from Equity
, because the contingent consideration is payable in cash or Class A common shares, at our election. The contingent consideration was recorded at fair value as of the acquisition date. Upon closing, we recognized $22.4 million for the fair value of the contingent consideration. The contingent consideration will be remeasured each reporting period, with changes in fair value recognized within “other income” in our consolidated statement of operations.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
For financial market risks related to changes in interest rates and foreign currency exchange rates, reference is made to Item 7A “Quantitative and Qualitative Disclosures about Market Risk” contained in Part II of our Annual Report. Our exposure to market risk has not changed materially since December 31, 2024.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of the end of the period covered by this Quarterly Report. Our disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including the Chief Executive Officer and the Chief Financial Officer, to allow timely decisions regarding required disclosures. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objective and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of September 30, 2025.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) under the Exchange Act) during the three months ended September 30, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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10x Genomics, Inc.
PART II—OTHER INFORMATION
Item 1. Legal Proceedings.
We are regularly subject to lawsuits, claims, arbitration proceedings, administrative actions and other legal and regulatory proceedings involving intellectual property disputes, commercial disputes, competition and other matters, and we may become subject to additional types of lawsuits, claims, arbitration proceedings, administrative actions, government investigations and legal and regulatory proceedings in the future and as our business grows, including proceedings related to product liability or our acquisitions, securities issuances or our business practices, including public disclosures about our business. Our success depends in part on our non-infringement of the patents or proprietary rights of third parties. In the past, third parties have asserted and may in the future assert that we are employing their proprietary technology without authorization. We have been involved in multiple patent litigation matters and other proceedings in the past and we expect that given the litigious history of our industry and the high profile of operating as a public company, third parties may claim that our products infringe their intellectual property rights. We have also initiated litigation to defend our technology including technology developed through our significant investments in research and development. It is our general policy not to out-license our patents but to protect our sole right to own and practice them. There are inherent uncertainties in these legal matters, some of which are beyond management’s control, making the ultimate outcomes difficult to predict.
See Note 6,
Commitments and Contingencies
, to the unaudited condensed consolidated financial statements included in Item 1 of Part I of this Quarterly Report on Form 10-Q for information regarding certain legal proceedings in which we are involved.
Item 1A. Risk Factors.
There have been no material changes to our risk factors that we believe are material to our business, results of operations and financial condition from the risk factors previously disclosed in our Annual Report and most recent Quarterly Report, and any documents incorporated by reference therein, which are accessible on the SEC’s website at www.sec.gov.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
We completed the acquisition of Scale Biosciences, Inc. on August 11, 2025, in which a portion of the consideration for the acquisition consisted of the unregistered issuance of 1,099,992 shares of our Class A common stock, valued at $13.5 million. The sales of these securities were deemed to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon Section 4(a)(2) of the Securities Act (or Regulation D or Regulation S promulgated thereunder) as transactions by an issuer not involving any public offering. The recipients of the securities in each of these transactions represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed upon the stock certificates issued in these transactions.
For additional information about this acquisition, see Note 3, Asset Acquisition, to the unaudited consolidated financial statements included in Item 1 of Part I of this Quarterly Report on Form 10-Q.
Item 5. Other Information.
None of our directors or officers
adopted
, modified or
terminated
a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement during the quarter ended September 30, 2025, as such terms are defined under Item 408(a) of Regulation S-K.
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Item 6. Exhibits.
|
Exhibit
Number
|
Incorporated by Reference
|
||||||||||||||||||||||||||||||||||
|
Exhibit Title
|
Form
|
File No.
|
Exhibit
|
Filing Date
|
Filed Herewith | ||||||||||||||||||||||||||||||
| 3.1 |
8-K
|
001-39035
|
3.1 |
9/16/2019
|
|||||||||||||||||||||||||||||||
| 3.2 | 10-Q | 001-39035 | 3.2 | 11/3/2022 | |||||||||||||||||||||||||||||||
| 4.1 |
S-1
|
333-233361
|
4.2 |
8/19/2019
|
|||||||||||||||||||||||||||||||
| 31.1 | X | ||||||||||||||||||||||||||||||||||
| 31.2 | X | ||||||||||||||||||||||||||||||||||
|
32.1*
|
X | ||||||||||||||||||||||||||||||||||
|
32.2*
|
X | ||||||||||||||||||||||||||||||||||
|
101.INS
|
Inline XBRL Instance Document. | ||||||||||||||||||||||||||||||||||
|
101.SCH
|
Inline XBRL Taxonomy Extension Schema Document. | ||||||||||||||||||||||||||||||||||
|
101.CAL
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document. | ||||||||||||||||||||||||||||||||||
|
101.DEF
|
Inline XBRL Taxonomy Extension Definition Linkbase Document. | ||||||||||||||||||||||||||||||||||
|
101.LAB
|
Inline XBRL Taxonomy Extension Label Linkbase Document. | ||||||||||||||||||||||||||||||||||
|
101.PRE
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document. | ||||||||||||||||||||||||||||||||||
| 104 | Cover Page Interactive Data File (the Cover Page Interactive Data File does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document). | ||||||||||||||||||||||||||||||||||
* This certification is deemed not filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
10x Genomics, Inc.
|
||||||||
| Date: November 6, 2025 |
By:
|
/s/ Serge Saxonov
|
||||||
|
Serge Saxonov
Chief Executive Officer and Director
(Principal Executive Officer)
|
||||||||
| Date: November 6, 2025 |
By:
|
/s/ Adam S. Taich | ||||||
|
Adam S. Taich
Chief Financial Officer (Principal Financial and Accounting Officer) |
||||||||
29
TABLE OF CONTENTS
Part I Financial InformationItem 1. Financial StatementsItem 2. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 3. Quantitative and Qualitative Disclosures About Market RiskItem 4. Controls and ProceduresPart II Other InformationItem 1. Legal ProceedingsItem 1A. Risk FactorsItem 2. Unregistered Sales Of Equity Securities and Use Of ProceedsItem 5. Other InformationItem 6. Exhibits