MAXCYTE, INC. Commitments Disclosure
8. | Commitments and Contingencies |
Leases
Operating Leases
In May 2021, the Company entered into a lease for its headquarters (the “Headquarters Lease”), consisting of an operating lease agreement, as amended, for new office, laboratory, manufacturing and other space. The Headquarters
Lease will expire on August 31, 2035. The Company is obligated to pay its portion of real estate taxes and costs related to the leased premises, including costs of operations, maintenance, repair, replacement and management of the leased premises. Under the Headquarters Lease, the Company has three five-year options to extend the term of the lease. However, the Company is not reasonably certain to exercise any of these options, and therefore, these extension periods are not included in the lease term for accounting purposes. During the years ended December 31, 2025 and 2024, the Company paid $1,994 and $2,104 in rent pursuant to the Headquarters Lease, respectively.
Upon the acquisition of SeQure, the Company assumed SeQure’s headquarters lease (the “SeQure Lease”) consisting of an operating lease agreement, as amended, for office and laboratory space. The lease term expires on December 31, 2027. Under the SeQure Lease, the Company has one five-year option to extend the term of the lease. However, the Company is not reasonably certain to exercise this option. During the year ended December 31, 2025, the Company paid $367 in rent on the SeQure Lease.
The components of lease cost and consolidated balance sheet information for the Company’s lease portfolio were as follows:
Year ended December 31, | ||||||
2025 | | 2024 | ||||
Operating lease cost | $ | 2,117 | $ | 1,764 | ||
Short-term lease cost |
| 13 |
| 33 | ||
Variable lease cost |
| 985 |
| 970 | ||
Total lease cost | $ | 3,115 | $ | 2,767 | ||
As of December 31, | As of December 31, | |||||
| 2025 | | 2024 | |||
Operating leases | ||||||
Assets | ||||||
Right-of-use asset - operating leases | $ | 10,920 | $ | 10,766 | ||
Liabilities | ||||||
Operating lease liability, current | $ | 1,456 | $ | 864 | ||
Operating lease liabilities, net of current portion |
| 16,487 |
| 17,170 | ||
Total operating lease liabilities | $ | 17,943 | $ | 18,034 | ||
Other information | ||||||
Weighted-average remaining lease term (in years) | 9.3 | 10.7 | ||||
Weighted-average incremental borrowing rate | 7.1% | 7.0% | ||||
As of December 31, 2025, maturities of lease liabilities were as follows:
| Operating Leases | ||
2026 | $ | 2,639 | |
2027 | 2,709 | ||
2028 | 2,338 | ||
2029 | 2,396 | ||
2030 | 2,456 | ||
2031 and thereafter | 12,304 | ||
Total undiscounted lease payments | 24,842 | ||
Discount factor |
| (6,899) | |
Present value of lease liabilities | $ | 17,943 | |
401(k) Retirement Plan
The Company sponsors a defined-contribution 401(k) retirement plan covering eligible employees. Participating employees may voluntarily contribute up to limits provided by the Internal Revenue Code of 1986, as amended. The Company matches employee contributions equal to 50% of the salary deferral contributions, with a maximum Company contribution of 5% of the employees’ eligible compensation. In the years ended December 31, 2025 and 2024, Company matching contributions amounted to $837 and $898, respectively.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 25, 2026 | Showing above |
| 2024 | Mar 11, 2025 | |
| 2023 | Mar 12, 2024 | |
| 2022 | Mar 15, 2023 | |
| 2021 | Mar 22, 2022 | |
About Commitments Disclosures
Commitments and contingencies disclosures catalog a company's off-balance-sheet obligations and legal exposures — purchase commitments, guarantee arrangements, pending litigation, and regulatory proceedings. These items represent potential future cash outflows that may not appear as liabilities on the balance sheet until they become probable and estimable.
Key signals: litigation reserves and disclosed loss ranges quantify management's estimate of legal exposure, but unquantified "reasonably possible" losses often represent the larger risk. Watch for changes in language around pending cases — shifts from "remote" to "reasonably possible" or increases in estimated loss ranges signal deteriorating outcomes. Unconditional purchase obligations and take-or-pay contracts create fixed cost structures that reduce operational flexibility. Guarantee arrangements for subsidiaries or joint ventures can create cascading obligations. Compare the total commitment schedule against projected free cash flow to assess whether the company can meet its obligations without additional financing.