UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)


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

For the quarterly period ended ~~September~~March 3031, ~~2024~~2025


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

For the transition period from to

Commission File Number: 001-40538

ALPHA TEKNOVA, INC.

(Exact name of registrant as specified in its charter)


Delaware	94-3368109
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
2451 Bert Dr. Hollister, CA	95023
(Address of principal executive offices)	(Zip Code)

(831) 637-1100

Registrant’s telephone number, including area code

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

     Title of each class

     Trading
Symbol(s)

     Name of each exchange on which registered

     Common Stock, par value $0.00001 per share

     TKNO

     The Nasdaq Stock Market LLC

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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.

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

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

As of ~~November~~May 7, ~~2024~~2025, the registrant had 53,~~307~~440,~~689~~810 shares of common stock, $0.00001 par value per share, outstanding.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q, including statements relating to our financial condition, results of operations, plans, objectives, future performance and business, are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “would,” “potential,” “likely,” or “continue” or the negative of these terms or other similar expressions. Forward-looking statements contained in this Quarterly Report on Form 10-Q may include, but are not be limited to, statements about:

•

~~our~~general ~~recent~~economic, ~~history~~market ofor ~~losses~~business conditions as well as those in the specific industry and markets in which our ~~ability~~business tooperates ~~continue~~which asmay aimpact ~~going~~customer ~~concern~~demand for our products;

•

our ability to meet our publicly announced guidance or other expectations about our business;

•

our future financial performance, including our revenue, costs of revenue, and operating expenses;

•

our ability to ~~achieve and~~ grow profitability;

•

our ability to expand our operations and increase capacity;

•

our anticipated uses of cash in the short and long terms and the sufficiency of our sources of liquidity;

•

our ability to defend against claims and mitigate adverse results from any legal proceedings against us and the merits of any claims or suits against us;

•

our recent history of losses and our ability to continue as a going concern;

•

our ability to limit our accounts receivable and credit risk exposure;

•

our future investments, if any, in additional facilities to facilitate our expected growth;

•

our future uses of capital to ~~purse~~pursue potential acquisitions, if any, that further or accelerate our strategy;

•

our future use of equity or debt financings to execute our business strategy;

•

our ability to take advantage of certain exemptions from various reporting requirements generally applicable to public companies;

•

our expectations regarding the period during which we qualify as an emerging growth company under the Jumpstart Our Business Startups Act of 2012 (the JOBS Act);

•

the impact of ~~recent~~any ~~accounting~~pandemic, ~~pronouncements~~epidemic, onor ~~our~~outbreak ~~financial~~of ~~position~~infectious disease (including COVID-19), ~~results~~natural ofdisasters, ~~operations~~geopolitical unrest, war (including in Ukraine and the Israeli-Hamas war), terrorism, public health issues or ~~cash~~other ~~flows~~catastrophic events may have on our business and our ability to actively manage our response to these types of events;

•

any failure to maintain effective internal controls over financial reporting or fully remediate any weaknesses in our internal controls that may arise or be identified in the future;

the impact of changes to our internal control over financial reporting, other than changes intended to remediate material weaknesses;

the impact of any pandemic, epidemic, or outbreak of infectious disease (including COVID-19), natural disasters, geopolitical unrest, war (including in Ukraine or the Middle East), terrorism, public health issues or other catastrophic events may have on our business and our ability to actively manage our response to these types of events;

our future adoption of critical accounting policies and estimates;

•

our ability to increase the scale and capacity of, or otherwise effectively adjust, our manufacturing processes and systems in response to market demands;

•

the impact of increased competition from additional companies entering the market and the availability of more advanced technologies in the market;

•

the impact of global economic conditions on us and our customers;

our ability to hire and retain key personnel;

•

our ability to obtain capital on favorable terms, or at all;

•

our ability to generate future revenue growth in market segments such as ~~cell~~molecular ~~and gene therapy~~diagnostics, ~~liquid~~synthetic ~~biopsy~~biology, and ~~synthetic~~emerging ~~biology~~therapeutic modalities;

•

the impact of ~~inflation and~~ increased costs on our operations, including materials, labor, inflation, and rising interest rates;

•

our ability to use cash on hand to meet current and future financial obligations, including funding our operations, debt service requirements, and capital expenditures;

•

the enforceability of our exclusive forum provisions in our amended and restated certificate of incorporation;

•

our customers’ sensitivity to product nonconformances, defects, and errors;

~~the availability of exemption of our products from the requirements of the U.S. Food, Drug and Cosmetic Act (FDCA);~~2

•

the availability of exemption of our products from compliance with the U.S. Food, Drug and Cosmetic Act (FDCA);

•

our ability to secure and maintain a stable supply of raw materials in the future;

•

our ability to maintain a corporate culture that contributes to our success;

•

the marketability of our products across a wide range of markets and the probability of success or ~~market~~revenue opportunity in our target markets;

•

regulatory developments in the United States and other countries;

•

the impact of revenue recognition rules and other factors on our financial results;

•

our ability to obtain, maintain, and enforce intellectual property protection for our current and future products, including our ability to protect our trade secrets, trademarks, and trade names; and

•

the ongoing expenses associated with being a public company.

We caution you that the foregoing list may not contain all the forward-looking statements made in this Quarterly Report on Form 10-Q.

We have based the forward-looking statements contained in this Quarterly Report on Form 10-Q primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations, prospects, business strategy, and financial needs. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, assumptions, and other factors described in the section titled “Risk Factors” in Part I, Item 1A, of our Annual Report on Form 10-K filed with the SEC on March 277, ~~2024~~2025 (the ~~2023~~2024 Annual Report on Form 10-K) and elsewhere in this Quarterly Report on Form 10-Q. These risks are not exhaustive. Other sections of this Quarterly Report on Form 10-Q include additional factors that could adversely impact our business and financial performance. Furthermore, new risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report on Form 10-Q. We cannot assure you that the results, events, and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements.

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 on Form 10-Q, 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.

The forward-looking statements made in this Quarterly Report on Form 10-Q relate only to events as of the date on which such statements are made. We undertake no obligation to update any forward-looking statements after the date of this Quarterly Report on Form 10-Q or to conform such statements to actual results or revised expectations, except as required by law.

Unless the context otherwise requires, the terms “Teknova,” the “Company,” “we,” “us,” and “our” in this Quarterly Report on Form 10-Q refer to Alpha Teknova, Inc.

ALPHA TEKNOVA, INC.

Form 10-Q for the Quarter Ended ~~September~~March 3031, ~~2024~~2025

INDEX

		Page
PART I.	FINANCIAL INFORMATION
Item 1.	Condensed Financial Statements (Unaudited)	5
	Condensed Statements of Operations (Unaudited) for the Three and Nine Months Ended September 30, 2024 and 2023	5
	Condensed Statements of Operations (Unaudited) for the Three Months Ended March 31, 2025 and 2024	5
	Condensed Balance Sheets (Unaudited) at September 30, 2024 and December 31, 2023	6
	Condensed Balance Sheets (Unaudited) at March 31, 2025 and December 31, 2024	6
	Condensed Statements of Stockholders’ Equity (Unaudited) for the Three and Nine Months Ended September 30, 2024 and 2023	7
	Condensed Statements of Stockholders’ Equity (Unaudited) for the Three Months Ended March 31, 2025 and 2024	7
	Condensed Statements of Cash Flows (Unaudited) for the Nine Months Ended September 30, 2024 and 2023	9
	Condensed Statements of Cash Flows (Unaudited) for the Three Months Ended March 31, 2025 and 2024	8
	Notes to Unaudited Condensed Financial Statements	109
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2118
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3023
Item 4.	Controls and Procedures	3023
PART II.	OTHER INFORMATION	3125
Item 1.	Legal Proceedings	3125
Item 1A.	Risk Factors	3226
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3427
Item 3.	Defaults Upon Senior Securities	3427
Item 4.	Mine Safety Disclosures	3427
Item 5.	Other Information	3427
Item 6.	Exhibits	3427
Signatures		3629

PART I – FINANCIAL INFORMATION

Item 1. Condensed Financial Statements

ALPHA TEKNOVA, INC.

Condensed Statements of Operations

(Unaudited)

(in thousands, except share and per share data)

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	For the Three Months Ended March 31,
	2024			2023			2024			2023
	2025			2024
Revenue	$	9,~~576~~795		$	89,~~169~~290		$	~~28,480~~		$	~~28,817~~
Cost of sales		96,~~486~~788			67,~~697~~081			~~23,377~~			~~19,856~~
Gross profit		903,007			12,~~472~~209			~~5,103~~			~~8,961~~
Operating expenses:
Research and development		~~627~~552			~~1,397~~860			~~2,165~~			~~4,256~~
Sales and marketing		1,640			21,~~412~~667			~~4,763~~			~~6,929~~
General and administrative		45,~~968~~492			67,~~138~~381			~~17,832~~			~~19,426~~
Amortization of intangible assets		287			287			~~861~~			~~860~~
Long-lived assets impairment		—			—			—			2,195
Total operating expenses		7,971			10,195
Total operating expenses		7,522			10,234			25,621			33,666
Loss from operations		(4,964	)		(7,986	)
Loss from operations		(7,432	)		(8,762	)		(20,518	)		(24,705	)
Other income (expenses), net
Other expenses, net
Interest expense, net		(144	)		(145	)
Interest expense, net		(141	)		(791	)		(558	)		(1,006	)
Other adjustment to loan exit fee		485			—
Loss on extinguishment of debt		—			(824	)		—			(824	)
Total other income (expenses), net		341			(145	)
Other income, net		—			233			—			417
Loss before income taxes		(4,623	)		(8,131	)
Total other expenses, net		(141	)		(1,382	)		(558	)		(1,413	)
Provision for (benefit from) income taxes		22			(34	)
Loss before income taxes		(7,573	)		(10,144	)		(21,076	)		(26,118	)
Net loss	$	(4,645	)	$	(8,097	)
(Benefit from) provision for income taxes		(8	)		9			(50	)		6
Net loss per share—basic and diluted	$	(0.09	)	$	(0.20	)
Net loss	$	(7,565	)	$	(10,153	)	$	(21,026	)	$	(26,124	)
Weighted average shares used in computing net loss per share—basic and diluted		53,421,533			40,804,885
Net loss per share—basic and diluted	$	(0.15	)	$	(0.34	)	$	(0.47	)	$	(0.91	)
Weighted average shares used in computing net loss per share—basic and diluted		51,821,395			29,956,930			44,520,132			28,810,068

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

ALPHA TEKNOVA, INC.

Condensed Balance Sheets

(Unaudited)

(in thousands, except share and per share data)

	As of September 30, 2024			As ofDecember 31, 2023
	As of March 31, 2025			As ofDecember 31, 2024
ASSETS
Current assets:
Cash and cash equivalents	$	63,~~145~~377		$	283,~~484~~708
Short-term investments, held -to-maturity		2522,~~546~~896			—26,688
Accounts receivable, net of allowance for credit losses of $74 thousand and $20 thousand as of September 30, 2024 and December 31, 2023, respectively		4,605			3,948
Accounts receivable, net of allowance for credit losses of $128 thousand and $83 thousand as of March 31, 2025 and December 31, 2024, respectively		5,616			4,312
Inventories, net		76,~~674~~573			116,~~594~~801
Prepaid expenses and other current assets		1,~~960~~271			1,~~634~~267
Total current assets		4539,~~930~~733			4542,~~660~~776
Property, plant, and equipment, net		4644,~~715~~728			5045,~~364~~753
Operating right-of-use lease assets		1615,~~558~~409			1615,~~472~~767
Intangible assets, net		1312,~~378~~804			1413,~~239~~091
Other non-current assets		1,~~518~~319			1,~~852~~382
Total assets	$	~~124~~113,~~099~~993		$	~~128~~118,~~587~~769
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	~~975~~1,555		$	~~1,493~~825
Accrued liabilities		43,~~373~~640			54,~~579~~541
Current portion of operating lease liabilities		1,~~843~~850			1,~~803~~800
Current portion of long-term debt		~~2,528~~—			—4,045
Total current liabilities		97,~~719~~045			811,~~875~~211
Deferred tax liabilities		~~867~~848			~~919~~827
Other accrued liabilities		30—			~~102~~10
Long-term debt, net		1012,~~857~~989			139,~~251~~443
Long-term operating lease liabilities		1514,~~358~~506			1514,~~404~~884
Total liabilities		3635,~~831~~388			3836,~~551~~375
Commitments and contingencies (Note 16)
Stockholders’ equity:
Preferred stock, $0.00001 par value, 10,000,000 shares authorized at September 30, 2024 and December 31, 2023, respectively, zero shares issued and outstanding at September 30, 2024 and December 31, 2023		—			—
Preferred stock, $0.00001 par value, 10,000,000 shares authorized at March 31, 2025 and December 31, 2024, respectively, zero shares issued and outstanding at March 31, 2025 and December 31, 2024		—			—
Common stock, $0.00001 par value, 490,000,000 shares authorized at September 30, 2024 and December 31, 2023, 53,302,993 and 40,793,848 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively		1			—
Common stock, $0.00001 par value, 490,000,000 shares authorized at March 31, 2025 and December 31, 2024, 53,437,060 and 53,409,727 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively		1			1
Additional paid-in capital		~~200~~201,~~079~~780			~~181~~200,~~822~~924
Accumulated deficit		(~~112~~123,~~812~~176	)		(91118,~~786~~531	)
Total stockholders’ equity		8778,~~268~~605			9082,~~036~~394
Total liabilities and stockholders’ equity	$	~~124~~113,~~099~~993		$	~~128~~118,~~587~~769

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

ALPHA TEKNOVA, INC.

Condensed Statements of Stockholders’ Equity

(in thousands, except share data)

(Unaudited)

	Common Stock				AdditionalPaid-in		Accumulated			Stockholders’
	Shares		Amount		Capital		Deficit			Equity
Balance at July 1, 2024		40,915,331	$	—	$	184,175	$	(105,247	)	$	78,928
Balance at January 1, 2025		53,409,727	$	1	$	200,924	$	(118,531	)	$	82,394
Equity financing, net of issuance costs		12,385,883		1		15,140		—			15,141
Stock-based compensation		—		—		852		—			852
Stock-based compensation		—		—		760		—			760
Issuance of common stock upon exercise of stock options		4,795		—		4		—			4
Issuance of common stock upon exercise of stock options		1,779		—		4		—			4
Vesting of restricted stock units		22,538		—		—		—			—
Net loss		—		—		—		(74,~~565~~645	)		(74,~~565~~645	)
Balance at September 30, 2024		53,302,993	$	1	$	200,079	$	(112,812	)	$	87,268
Balance at March 31, 2025		53,437,060	$	1	$	201,780	$	(123,176	)	$	78,605

	Common Stock				AdditionalPaid-in		Accumulated			Stockholders’
	Shares		Amount		Capital		Deficit			Equity
Balance at July 1, 2023		28,341,302	$	—	$	157,185	$	(70,977	)	$	86,208
Balance at January 1, 2024		40,793,848	$	—	$	181,822	$	(91,786	)	$	90,036
Equity financing, net of issuance costs		12,386,478		—		22,562		—			22,562
Issuance of common stock warrants		—		—		132		—			132
Stock-based compensation		—		—		1,~~035~~307		—			1,~~035~~307
Net loss		—		—		—		(10,153	)		(10,153	)
Vesting of restricted stock units		29,539		—		—		—			—
Balance at September 30, 2023		40,727,780	$	—	$	180,782	$	(81,130	)	$	99,652
Net loss		—		—		—		(8,097	)		(8,097	)
Balance at March 31, 2024		40,823,387	$	—	$	183,261	$	(99,883	)	$	83,378

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

ALPHA TEKNOVA, INC.

Condensed Statements of Stockholders’ Equity

(in thousands, except share data)

(Unaudited)

	Common Stock				AdditionalPaid-in		Accumulated			Stockholders’
	Shares		Amount		Capital		Deficit			Equity
Balance at January 1, 2024		40,793,848	$	—	$	181,822	$	(91,786	)	$	90,036
Equity financing, net of issuance costs		12,385,883		1		15,140		—			15,141
Issuance of common stock warrants		—		—		132		—			132
Stock-based compensation		—		—		2,900		—			2,900
Vesting of restricted stock units		67,169		—		—		—			—
Issuance of common stock under employee stock purchase plan		54,314		—		81		—			81
Issuance of common stock upon exercise of stock options		1,779		—		4		—			4
Net loss		—		—		—		(21,026	)		(21,026	)
Balance at September 30, 2024		53,302,993	$	1	$	200,079	$	(112,812	)	$	87,268

	Common Stock				AdditionalPaid-in		Accumulated			Stockholders’
	Shares		Amount		Capital		Deficit			Equity
Balance at January 1, 2023		28,179,423	$	—	$	154,891	$	(55,006	)	$	99,885
Equity financing, net of issuance costs		12,386,478		—		22,562		—			22,562
Stock-based compensation		—		—		3,115		—			3,115
Vesting of restricted stock units		28,071		—		—		—			—
Issuance of common stock under employee stock purchase plan		82,034		—		138		—			138
Issuance of common stock upon exercise of stock options		51,774		—		76		—			76
Net loss		—		—		—		(26,124	)		(26,124	)
Balance at September 30, 2023		40,727,780	$	—	$	180,782	$	(81,130	)	$	99,652

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

ALPHA TEKNOVA, INC.

Condensed Statements of Cash Flows

(Unaudited)

(in thousands)

	For the Nine Months Ended September 30,
	For the Three Months Ended March 31,
	2024			2023
	2025			2024
Operating activities:
Net loss	$	(214,~~026~~645	)	$	(268,~~124~~097	)
Adjustments to reconcile net loss to net cash used in operating activities:
Bad debt expense		6145			217
Inventory reserve		~~4,235~~437			~~130~~(91	)
Depreciation and amortization		41,~~933~~580			41,~~049~~636
Stock-based compensation		~~2,900~~852			31,~~115~~307
Deferred taxes		~~(52~~21	)		5(35	)
Accrued interest income on short-term investments		(~~118~~54	)		—
Amortization of debt financing costs		291			415
Amortization of discount on short-term investments		(184	)		—
Non-cash lease expense		140			86
Amortization of debt financing costs		86			84
Loss on disposal of property, plant, and equipment		49			5
Other adjustment to loan exit fee		(485	)		—
Long-lived assets impairment		—			2,195
Non-cash lease expense		30			47
Loss on extinguishment of debt		—			824
Loss on disposal of property, plant, and equipment		—			49
Changes in operating assets and liabilities:
Accounts receivable		(~~718~~1,349	)		(~~721~~619	)
Inventories		(~~315~~209	)		~~649~~478
Income taxes receivable		—			22
Prepaid expenses and other current assets		(4	)		174
Prepaid expenses and other current assets		(943	)		(694	)
Other non-current assets		63			117
Other non-current assets		334			300
Accounts payable		740			133
Accounts payable		(430	)		(948	)
Accrued liabilities		(1,017	)		(1,724	)
Accrued liabilities		(724	)		815
Other		(10	)		(24	)
Other		(72	)		(66	)
Cash used in operating activities		(4,103	)		(6,558	)
Cash used in operating activities		(11,455	)		(15,922	)
Investing activities:
Purchases of short-term investments		(251,~~428~~970	)		—
Proceeds from sale of property, plant, and equipment		125			—
Maturities of short-term investments		6,000			—
Purchases of property, plant, and equipment		(558	)		(7,622	)
Proceeds from sale of property, plant, and equipment		—			125
Cash used in investing activities		(25,861	)		(7,622	)
Purchases of property, plant, and equipment		(206	)		(112	)
Cash provided by investing activities		3,824			13
Financing activities:
Proceeds from equity financing, net		15,104			22,915
Proceeds from long-term debt		1,110			—
Repayment of long-term debt		—			(10,000	)
Payment of exit fee costs		(1,110	)		—
Proceeds from financed insurance premiums		385			1,004
Payments related to equity financing		—			(37	)
Repayment of financed insurance premiums		(~~572~~56	)		(~~294~~306	)
Payment of debt issuance costs		(25	)		(24	)
Proceeds from exercise of stock options		4			—
Payment of at-the-market facility costs		—			(395	)
Cash used in financing activities		(52	)		(343	)
Proceeds from exercise of stock options		4			76
Change in cash and cash equivalents		(331	)		(6,888	)
Proceeds from issuance of common stock under employee stock purchase plan		81			138
Cash and cash equivalents at beginning of period		3,708			28,484
Cash provided by financing activities		14,977			13,420
Cash and cash equivalents at end of period	$	3,377		$	21,596
Change in cash, cash equivalents, and restricted cash		(22,339	)		(10,124	)
Cash, cash equivalents, and restricted cash at beginning of period		28,484			42,236
Cash, cash equivalents, and restricted cash at end of period	$	6,145		$	32,112
Supplemental cash flow disclosures:
Income taxes paid	$	41—		$	—
Interest paid, net of amounts capitalized	$	~~1,178~~353		$	~~1,934~~366
Debt issuance costs included in accrued liabilities	$	—		$	23
Capitalized property, plant, and equipment included in accounts payable and accrued liabilities	$	166		$	5
Offering costs included in accounts payable and accrued liabilities	$	18		$	353
Debt issuance costs included in accrued liabilities	$	100		$	25
Capitalized property, plant, and equipment included in accounts payable and accrued liabilities	$	90		$	205
Issuance of common stock warrants	$	—		$	132
Issuance of common stock warrants	$	132		$	—
Recognition of operating right-of-use lease asset	$	116		$	1,293
Recognition of operating right-of-use lease asset	$	1,293		$	(1,137	)
Recognition of operating lease liabilities	$	116		$	1,306
Recognition of operating lease liabilities	$	1,306		$	(1,193	)

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

ALPHA TEKNOVA, INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Note 1. Nature of the Business

Teknova produces critical reagents for the discovery, development, and commercialization of novel therapies, vaccines, and molecular diagnostics. Our product offerings include pre-poured media plates for cell growth and cloning; liquid cell culture media and supplements for cellular expansion; and molecular biology reagents for sample manipulation, resuspension, and purification. Teknova supports customers spanning the life sciences market, including pharmaceutical and biotechnology companies, contract development and manufacturing organizations, in vitro diagnostic franchises, and academic and government research institutions, with catalog and custom, made-to-order products.

Teknova manufactures its products at its Hollister, California, headquarters and stocks inventory of raw materials, components, and finished goods at that location. The Company ships products directly from its warehouse in Hollister to its customers and distributors.

Note 2. Basis of Presentation and Summary of Significant Accounting Policies

Basis of Accounting, Presentation and Use of Estimates

The accompanying unaudited condensed interim financial statements and related notes have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) and applicable rules and regulations of the Securities and Exchange Commission (SEC) regarding interim financial reporting. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted in accordance with such rules and regulations.

The unaudited condensed financial statements have been prepared on a basis consistent with the audited annual financial statements as of and for the year ended December 31, ~~2023~~2024, and, in the opinion of management, reflect all adjustments, consisting solely of normal recurring adjustments, necessary for the fair presentation of the results for the interim periods presented. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain amounts of assets, liabilities, revenue, expenses, and related disclosures at the date of the financial statements and during the reporting period. Actual results may differ from those estimates.

These unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements and the related notes thereto as of and for the year ended December 31, ~~2023~~2024, included in the Company’s Annual Report on Form 10-K filed with the SEC on March 277, ~~2024~~2025 (the ~~2023~~2024 Annual Report on Form 10-K). Refer to “Notes to Financial Statements—Note 2. Summary of Significant Accounting Policies,” within the ~~2023~~2024 Annual Report on Form 10-K for a full list of the Company’s significant accounting policies. The information in those notes has not changed except as a result of normal adjustments in the interim periods.

Teknova has determined that it operates in one reporting unit, one operating segment, and one reportable segment, as the Chief Operating Decision Maker (CODM) of the Company reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance.

Going Concern

Accounting Standards Codification (ASC) 205-40, Presentation of Financial Statements—Going Concern, requires management to evaluate an entity’s ability to continue as a going concern for the twelve-month period following the date on which the financial statements are available for issuance. Management performed an assessment to determine whether there were conditions or events that, considered individually or in the aggregate, raised substantial doubt about the Company’s ability to continue as a going concern for the twelve-month period following the date on which the accompanying unaudited financial statements are being issued.

Previous going concern assessments indicated negative conditions and events related to the Company’s limited capital resources to fund ongoing operations and the Company’s ability to comply with future financial covenants under the terms of the Amended Credit Agreement (defined in Note 10), both of which raised substantial doubt about the Company’s ability to continue as a going concern as described in our 2023 Annual Report on Form 10-K. However, the Company was in compliance with its financial covenants under the terms of the Amended Credit Agreement as of September 30, 2024 and as a result of recent business improvements and actions taken by management in the current fiscal year to amend its credit agreement, reduce operating costs, and raise additional capital (as described further in Note 2 below), management believes that there is no longer substantial doubt about the Company’s ability to continue as a going concern for the twelve-month period following the date on which the accompanying

unaudited financial statements are being issued. Debt service requirements in the future require that the Company continues to execute its plans both in terms of operations and financial results. Additionally, unforeseen events or changes in assumptions may occur and result in material differences between the Company’s future financial results or forecasts and the current financial forecast, and those differences could result in management concluding in the future that there is substantial doubt about the Company’s ability to continue as a going concern based upon the new information.

Private Placement Offering

On July 11, 2024, the Company entered into a securities purchase agreement (the Purchase Agreement) and a registration rights agreement in connection with a private placement (the Offering) with certain accredited investors. Pursuant to the Purchase Agreement, the Company agreed to offer and sell in the Offering 12,385,883 shares of the Company’s common stock, $0.00001 par value per share, at an offering price of $1.24 per share. The Company’s controlling stockholder, Telegraph Hill Partners Management Company LLC, through its affiliates Telegraph Hill Partners V, L.P. and THP V Affiliates Fund LLC, the Company’s President and Chief Executive Officer and member of its board of directors, Stephen Gunstream, and the Company’s Chief Financial Officer, Matthew Lowell, participated in the Offering and, collectively, purchased an aggregate of 12,217,740 shares. The Company received aggregate gross proceeds of approximately $15.4 million from the Offering, before deducting offering expenses of $0.2 million. Offering expenses were included as a reduction to additional paid-in capital on the balance sheet. The Offering closed on July 12, 2024.

Reduction in Workforce

On January 11, 2024, the Company carried out a reduction in workforce of approximately 35 positions, aimed at reducing operating expenses. The Company incurred $1.3 million of costs in connection with the reduction in workforce related to severance pay and other termination benefits. The costs associated with the reduction in workforce were recorded in the quarter ended March 31, 2024, in general and administrative expenses.

On February 1, 2023, the Company carried out a reduction in workforce of approximately 40 positions, aimed at reducing operating expenses. The Company incurred $0.7 million of costs in connection with the reduction in workforce related to severance pay and other termination benefits. The costs associated with the reduction in workforce were recorded in the quarter ended March 31, 2023, in general and administrative expenses.

Warrants

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 480, Distinguishing Liabilities from Equity (ASC 480) and ASC 815, Derivatives and Hedging (ASC 815). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

Short-term Held-to-Maturity Investments

The Company invests excess cash balances in short-term U.S. Treasuries. Investments are classified based on the facts and circumstances present at the time of purchase. The appropriateness of that classification is subsequently reassessed at each reporting date. As of September 30, 2024, the Company has both the ability and intention to hold these investments until maturity and therefore has classified these investments as held-to-maturity and recorded them at amortized cost which approximates fair value and presented them in “Short-term investments, held -to-maturity” on the balance sheet. The fair value of the Company's short-term investments was based on quoted prices in active markets for these investments (Level 1). The income recognized for these investments is recorded within interest income on the statement of operations.

Accounting Pronouncements Not Yet Adopted

In ~~November~~December 2023, the Financial Accounting Standards Board (FASB) issued Accounting ~~Standards~~Standard Update (ASU) 2023-0709, ~~Segment~~Income ~~Reporting~~Taxes (Topic ~~280~~740): Improvements to ~~Reportable~~Income ~~Segment~~Tax Disclosures, which ~~expands~~requires ~~public~~disclosure ~~entities’~~in ~~segment~~the ~~disclosures~~rate byreconciliation ~~requiring~~table ~~disclosure~~additional categories of ~~significant~~information ~~segment~~about ~~expenses~~federal, ~~that~~state ~~are~~and ~~regularly~~foreign ~~provided~~income taxes and to ~~the~~provide ~~CODM~~more ~~and~~details ~~included~~about ~~within~~the ~~each~~reconciliation ~~reported~~items ~~measure~~in ofsome ~~segment~~categories ~~profit~~if orthe ~~loss,~~items anmeet ~~amount~~a ~~and~~quantitative ~~description~~threshold. ofThe ~~its~~guidance ~~composition~~also ~~for~~requires ~~other~~disclosure ~~segment~~of ~~items,~~income ~~and~~taxes ~~interim~~paid, ~~disclosures~~net of arefunds, ~~reportable~~disaggregated ~~segment’s~~by ~~profit~~federal or(national), ~~loss~~state and ~~assets.~~foreign ~~Additionally,~~taxes ~~all~~for ~~disclosure~~annual ~~requirements~~periods ~~under~~and ~~the~~to ~~guidance~~disaggregate ~~are~~the ~~also~~information ~~required~~by ~~for~~jurisdiction ~~public~~based ~~entities~~on ~~with~~ a ~~single~~quantitative ~~reportable segment~~threshold. The ~~amendments~~guidance ~~are~~is effective for fiscal years beginning after December 15, ~~2023,~~2024. ~~and~~The ~~for~~Company ~~interim~~is ~~periods~~currently ~~within~~evaluating ~~fiscal~~the ~~years~~impact ~~beginning~~of ~~after~~this ~~December~~standard ~~15,~~to ~~2024.~~determine ~~Early~~its ~~adoption~~impact ison ~~permitted.~~the ~~The~~Company’s ~~amendments should be applied retrospectively to all~~ disclosures.

11In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40), which requires disaggregation of specific expense categories in the notes to the financial statements and a qualitative description of the remaining expense amounts not separately disaggregated. This standard is

prior periods presented in the financial statements. The Company will first apply this standard in the fourth quarter of fiscal 2024 and continues to evaluate the impact this standard will have on the Company’s disclosures.9

Ineffective ~~December~~for ~~2023,~~annual ~~the~~reporting ~~FASB~~periods ~~issued~~beginning ~~ASU~~after ~~2023-09,~~December ~~Income Taxes (Topic 740): Improvements to Income Tax Disclosures~~15, ~~which requires disclosure in the rate reconciliation table additional categories of information about federal~~2026, ~~state~~ and ~~foreign~~requires ~~income~~prospective ~~taxes~~application ~~and~~with ~~to provide more details about~~ the ~~reconciliation~~option items in some categories if the items meet a quantitative threshold. The guidance also requires disclosure of income taxes paid, net of refunds, disaggregated by federal (national), state and foreign taxes for annual periods and to ~~disaggregate~~apply ~~the~~it ~~information by jurisdiction based on a quantitative threshold~~retrospectively. The ~~guidance is effective for fiscal years beginning after December 15, 2024. The~~ Company is currently evaluating the impact of adopting this standard to determine its impact on the Company’s disclosures.

~~Recent~~Note ~~Securities~~3. ~~and~~Segment ~~Exchange Commission (SEC) Final Rules Not Yet Adopted~~Reporting

InOperating ~~March~~segments ~~2024,~~are ~~the~~defined ~~SEC~~as ~~adopted~~components ~~final rules under SEC Release No. 33-11275, The Enhancement and Standardization~~ of ~~Climate-Related~~an ~~Disclosures~~entity for ~~Investors,~~ which ~~requires~~separate ~~registrants~~financial ~~to provide certain climate-related~~ information inis ~~their~~available ~~registration statements~~ and ~~annual~~that ~~reports.~~is ~~The~~regularly ~~rules~~reviewed ~~require~~by ~~information~~the ~~about~~Chief aOperating ~~registrant’s~~Decision ~~climate-related~~Maker ~~risks~~(CODM) ~~that~~in ~~have~~deciding ~~materially~~how ~~impacted,~~to orallocate ~~are~~resources ~~reasonably likely~~ to ~~have~~an aindividual ~~material~~segment ~~impact~~and onin ~~its~~assessing ~~business,~~performance. ~~results~~Teknova’s ofCODM ~~operations,~~is orits ~~financial~~Chief ~~condition.~~Executive ~~In addition~~Officer, ~~certain~~currently ~~disclosures~~Stephen ~~related~~Gunstream. toTeknova ~~severe~~derives ~~weather~~revenue ~~events~~primarily ~~and other natural conditions will be required~~ in the ~~registrant’s~~United ~~audited~~States ~~financial~~through ~~statements.~~manufacture ~~Disclosure~~and ~~requirements~~sale ~~will~~of ~~begin~~critical ~~phasing~~reagents. inTeknova ~~for~~has ~~fiscal~~determined ~~years~~that ~~beginning~~it onoperates orin ~~after~~one ~~January~~reporting 1unit, ~~2025.~~one Onoperating ~~April 4~~segment, ~~2024,~~and ~~the~~one ~~SEC~~reportable ~~determined~~segment, toas ~~voluntarily stay~~ the ~~final~~CODM ~~rules~~reviews ~~pending~~financial ~~certain~~information ~~legal~~presented ~~challenges.~~on ~~The~~a ~~Company~~consolidated isbasis ~~currently~~for ~~evaluating~~purposes ~~the impact~~ of ~~these~~making ~~new~~operating ~~final~~decisions, ~~rules~~allocating onresources, ~~its~~and evaluating financial ~~statements and disclosures~~performance.

~~Note~~The 3CODM assesses performance and decides how to allocate resources and make operating decisions based on net loss that is reported on the statement of operations. ~~Revenue~~Net ~~Recognition~~loss is also used to monitor budget versus actual results. The measure of segment assets is reported on the balance sheet as total assets. Revenues, expenses, and assets requiring disclosure in accordance with ASC 280, Segment Reporting, are also included in the accompanying financial statements. See the statements of operations for the three months ended March 31, 2025 and 2024 and the balance sheets as of March 31, 2025 and December 31, 2024, for details.

Note 4. Revenue Recognition

Teknova recognizes revenue from the sale of manufactured products and services when the Company transfers control of promised goods or services to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Control is transferred when the customer has the ability to direct the use of and obtain benefits from the goods or services. The majority of the Company’s sales agreements contain performance obligations satisfied at a point in time when control is transferred to the customer.

Teknova’s revenue, disaggregated by product category, was as follows (in thousands):

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

For the Three Months Ended March 31,

2024

2023

2024

2023

2025

2024

Lab Essentials

78,~~161~~117

7,~~274~~266

~~22,065~~

~~22,112~~

Clinical Solutions

1,~~964~~162

~~597~~1,718

~~5,247~~

~~5,859~~

Other

~~451~~516

~~298~~306

~~1,168~~

~~846~~

Total revenue

9,~~576~~795

89,~~169~~290

~~28,480~~

~~28,817~~

Teknova’s revenue, disaggregated by geographic region, was as follows (in thousands):

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	For the Three Months Ended March 31,
	2024		2023		2024		2023
	2025		2024
United States	$	9,~~057~~272	$	78,~~827~~870	$	~~27,155~~	$	~~27,628~~
International		~~519~~523		~~342~~420		~~1,325~~		~~1,189~~
Total revenue	$	9,~~576~~795	$	89,~~169~~290	$	~~28,480~~	$	~~28,817~~

Note 45. Concentrations of Risk

Customers

Customers who accounted for 10% or more of the Company’s revenues and outstanding balance of accounts receivable ~~and contract assets~~ are presented as follows:

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

As of

For the Three Months Ended March 31,

As of

2024

2023

2024

2023

September 30, 2024

December 31, 2023

2025

2024

March 31, 2025

December 31, 2024

Distributor customer A

1922%

2016%

1820%

1817%

~~21%~~

~~16%~~

Distributor customer B

10%

* Represents less than 10%.

The Company’s customers that are distributors, as opposed to direct customers, represent highly diversified customer bases.

Suppliers

Suppliers who accounted for 10% or more of the Company’s inventory purchases and outstanding balance of accounts payable are presented as follows:

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

As of

For the Three Months Ended March 31,

As of

2024

2023

2024

2023

September 30, 2024

December 31, 2023

2025

2024

March 31, 2025

December 31, 2024

Distributor supplier A

3734%

4639%

3720%

3918%

~~21%~~

~~18%~~

Direct supplier A

1021%

~~12%~~*

~~10%~~*

Direct supplier B

13%

10%

* Represents less than 10%.

The Company’s suppliers that are distributors, as opposed to direct suppliers, represent highly diversified supplier bases.

Note 56. ~~Inventories,~~Short-term ~~Net~~Held-to-Maturity Investments

The Company invests excess cash balances in short-term U.S. Treasuries. Investments are classified based on the facts and circumstances present at the time of purchase. The appropriateness of that classification is subsequently reassessed at each reporting date. As of March 31, 2025, the Company has both the ability and intention to hold these investments until maturity and therefore has classified these investments as held-to-maturity and recorded them at amortized cost which approximates fair value and presented them in “Short-term investments, held -to-maturity” on the balance sheet. The fair value of the Company's short-term investments was based on quoted prices in active markets for these investments (Level 1). The income recognized for these investments was recorded within interest income on the statement of operations.

Note 7. Inventories, Net

Inventories consisted of the following (in thousands):

	As of September 30, 2024		As ofDecember 31, 2023
	As of March 31, 2025		As ofDecember 31, 2024
Finished goods, net	$	54,~~235~~114	$	84,~~573~~672
Work in process		~~134~~42		4724
Raw materials, net		2,~~305~~417		2,~~974~~105
Total inventories, net	$	76,~~674~~573	$	116,~~594~~801

Note 68. Property, Plant, and Equipment, Net

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

	As of September 30, 2024			As ofDecember 31, 2023
	As of March 31, 2025			As ofDecember 31, 2024
Machinery and equipment	$	29,~~765~~947		$	3029,~~082~~765
Office furniture and equipment		~~842~~931			~~842~~922
Vehicles		340			~~291~~340
Leasehold improvements		24,~~915~~859			24,~~673~~346
		55,862			55,888
		56,077			55,373
Less—Accumulated depreciation		(1113,~~439~~538	)		(712,~~528~~244	)
		44,423			48,360
		42,539			43,129
Construction in progress		2,~~292~~189			2,~~004~~624
Total property, plant, and equipment, net	$	4644,~~715~~728		$	5045,~~364~~753

For the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024~~2025, depreciation expense was $1.43 million ~~and $4.1 million~~, ~~respectively,~~ and for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2023~~2024, depreciation expense was $1.3 million ~~and $3~~.~~2 million, respectively.~~

~~Teknova~~Note capitalizes interest on funds borrowed to finance certain of its capital expenditures. Capitalized interest is recorded as part of an asset’s cost and depreciated over the asset’s useful life. For each of the three and nine months ended September 30, 2024, capitalized interest costs were zero and for the three and nine months ended September 30, 2023, capitalized interest costs were not significant and $0.9 ~~million, respectively~~. Leases

Note 7. Leases

The Company leases office space, warehouse and manufacturing space, and equipment. The Company’s lease agreements have remaining lease terms of one year to 13 years, and some of these leases have renewal and termination options exercisable at the Company’s election. Terms and conditions to extend or terminate such leases are recognized as part of the right-of-use assets and lease liabilities where reasonably certain to be exercised. All of the Company’s leases are operating leases.

1311

The components of lease expense and other information related to leases were as follows (in thousands):

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	For the Three Months Ended March 31,
	2024		2023		2024		2023
	2025		2024
Operating lease expense	$	~~745~~684	$	~~640~~745	$	~~2,236~~	$	~~2,041~~
Variable lease expense		~~109~~113		54109		~~326~~		~~164~~
Total lease expense	$	~~854~~797	$	~~694~~854	$	~~2,562~~	$	~~2,205~~

Cash paid for amounts included in the measurement of the lease liabilities was $0.76 million ~~and $2.1 million~~ for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024~~2025, ~~respectively,~~ and cash paid for amounts included in the measurement of the lease liabilities was $0.67 million ~~and $2.1 million~~ for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2023, respectively~~2024. The weighted-average discount rate was 5.0% and the weighted-average remaining lease term was 87.28 years as of ~~September~~March 3031, ~~2024~~2025.

Maturities of operating lease liabilities at ~~September~~March 3031, ~~2024~~2025 were as follows (in thousands):

	Amount
Remainder of 2024	$	703
Remainder of 2025	$	1,937
2025		2,569
2026		2,641
2026		2,627
2027		2,644
2027		2,631
2028		2,497
2028		2,480
2029		2,565
Thereafter		107,~~296~~789
Total lease payments		2120,~~306~~073
Less: imputed interest		(43,~~105~~717	)
Present value of lease liabilities	$	1716,~~201~~356
Less: current portion		(1,850	)
Lease liabilities less current portion	$	14,506

Note 810. Intangible Assets, Net

The following is a summary of intangible assets with definite and indefinite lives (in thousands):

	Balance at September 30, 2024						Balance at December 31, 2023
	Balance at March 31, 2025						Balance at December 31, 2024
	Gross		AccumulatedAmortization		Net		Gross		AccumulatedAmortization		Net
Definite Lived:
Customer relationships	$	9,180	$	67,~~552~~126	$	2,~~628~~054	$	9,180	$	56,~~691~~839	$	32,~~489~~341
Indefinite Lived:
Tradename		10,750		—		10,750		10,750		—		10,750
Total intangible assets	$	19,930	$	67,~~552~~126	$	1312,~~378~~804	$	19,930	$	56,~~691~~839	$	1413,~~239~~091

For each of the three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024, amortization expense was $0.3 million ~~and for each of the nine months ended September 30, 2024 and 2023, amortization expense was $0~~.~~9 million.~~

As of ~~September~~March 3031, ~~2024~~2025, the remaining weighted-average useful life of definite lived intangible assets was 21.38 years. The estimated future amortization expense of intangible assets with definite lives is as follows (in thousands):

	Amount
Remainder of 2024	$	287
Remainder of 2025	$	861
2025		1,148
2026		1,148
2027		45
Estimated future amortization expense of definite-lived intangible assets	$	2,~~628~~054

1412

Note 911. Accrued Liabilities

Accrued liabilities were comprised of the following (in thousands):

	As of September 30, 2024		As ofDecember 31, 2023
	As of March 31, 2025		As ofDecember 31, 2024
Payroll-related	$	2,~~712~~018	$	3,~~826~~041
Property, plant, and equipment		90161		—89
Deferred revenue		3414		1630
Insurance premiums and accrued interest		~~222~~—		~~409~~56
Loss contingency accrual		373		~~300~~373
Other		~~942~~1,074		~~1,028~~952
Total current accrued liabilities	$	43,~~373~~640	$	54,~~579~~541

OnNote ~~July 8, 2024, the Company entered into a financing agreement with First Insurance Funding for the financing of the Company’s D&O liability insurance and related policies~~12. ~~Under~~Long-term ~~the terms of the financing agreement~~Debt, the Company will pay a total of $0.6 million in premiums, taxes and fees, plus interest at an annual percentage rate of 8.49% in seven monthly separate installment payments commencing on July 25, 2024. During the three months ended September 30, 2024, the Company made a down payment on the policy of $0.2 million to the insurer and three monthly installments for an aggregate of $0.2 million to First Insurance Funding. As of September 30, 2024, the Company owed $0.2 million for insurance premiums and accrued interest. Net

~~Note~~On ~~10.~~March ~~Long-term~~3, ~~Debt~~2025, ~~Net~~the Company entered into the Second Amended and Restated Credit and Security Agreement (Term Loan) as borrower, with MidCap Financial Trust (MidCap), as agent and lender, and the additional lenders from time to time party thereto (the Second Amended and Restated Term Loan Credit Agreement) and the Second Amended and Restated Credit and Security Agreement (Revolving Loan) as borrower, with MidCap as agent and lender, and the additional lenders from time to time party thereto (the Second Amended and Restated Revolving Loan Credit Agreement, together with the Second Amended and Restated Term Loan Credit Agreement, the Second Amended and Restated Credit Agreement). The Second Amended and Restated Credit Agreement amends and restates the previous Amended and Restated Credit Agreement (as described and defined in our 2024 Annual Report on Form 10-K).

OnThe ~~March~~Second 8,Amended ~~2024,~~and ~~the~~Restated ~~Company~~Credit ~~entered~~Agreement ~~into~~provides ~~limited~~for ~~waivers~~a ~~and~~$28.245 ~~amendments~~million ~~(collectively~~credit ~~Amendment~~facility ~~No.~~consisting 5)of toa ~~(i)~~$23.245 ~~the~~million ~~May~~senior ~~10,~~secured ~~2022,~~term ~~Amended~~loan (Term Loan) and ~~Restated~~a ~~Credit~~$5.0 ~~and~~million ~~Security~~working ~~Agreement~~capital facility (Revolver). The Term Loan), asconsists ~~amended~~of onthe ~~November~~$12.135 8,million ~~2022,~~balance ~~March~~outstanding ~~28,~~under ~~2023,~~the ~~July~~previous ~~13,~~term ~~2023~~loan, ~~and~~plus ~~September~~an ~~19,~~additional ~~2023~~$1.110 ~~and~~million ~~(ii)~~related to the ~~May~~exit ~~10,~~fee ~~2022,~~that ~~Amended~~would ~~and~~otherwise ~~Restated~~have ~~Credit~~been ~~and~~due ~~Security~~upon ~~Agreement~~closing ~~(Revolving~~of ~~Loan)~~the asSecond ~~amended~~and onAmended ~~November~~Restated 8,Term ~~2022,~~Loan ~~March~~Credit 28Agreement, ~~2023,~~as ~~July~~well ~~13,~~as ~~2023~~an ~~and~~additional ~~September~~tranche ~~19,~~of ~~2023~~$10.0 ~~(together,~~million ~~the~~that ~~Amended~~may ~~Credit~~become ~~Agreement),~~available for use in ~~each~~an ~~case~~acquisition, with ~~the~~MidCap’s ~~Company~~consent. asThe ~~borrower~~maximum ~~and~~loan ~~with~~amount ~~MidCap~~under ~~Financial~~the ~~Trust~~Revolver ~~(MidCap)~~is as$5.0 ~~agent~~million, ~~and~~with ~~lender,~~borrowings ~~and~~limited ~~the~~in ~~additional~~accordance ~~lenders~~with ~~from~~a ~~time~~borrowing tobase ~~time~~calculation, ~~party~~based ~~thereto.~~solely on eligible accounts receivable.

~~Amendment~~The ~~No.~~interest 5on ~~modifies~~ the ~~credit~~Term ~~facility~~Loan ~~established~~is ~~under~~based on the ~~Amended~~forward-looking ~~Credit~~one-month ~~Agreement,~~term ~~which~~Secured ~~provided~~Overnight ~~for~~Financing aRate ~~$57.1~~adjusted ~~million~~upward ~~credit~~by ~~facility~~0.10% (~~the~~Term ~~Credit Facility~~SOFR), ~~consisting~~plus an applicable margin of 6.45%, subject to a ~~$52.1~~Term ~~million~~SOFR ~~senior~~floor ~~secured~~of ~~term~~3.75%. ~~loan~~If (any advance under the Term Loan) ~~and~~is prepaid at any time, a $5prepayment fee is charged based on the amount being prepaid and an applicable percentage amount, such as 4%, 3%, or 1%, based on the date the prepayment is made.0 ~~million~~Interest ~~working~~on ~~capital~~an ~~facility~~outstanding (balance under the Revolver) is payable monthly in arrears at an annual rate of Term SOFR plus an applicable margin of 4.00%, subject to a Term SOFR floor of 3.75%.

The ~~interest~~Second onAmended ~~the~~and ~~Term~~Restated ~~Loan~~Credit isAgreement ~~based~~includes onminimum ~~the~~net ~~forward-looking~~revenue ~~one-month~~requirements ~~term~~that ~~Secured~~are ~~Overnight~~measured ~~Financing~~on ~~Rate~~a ~~adjusted~~trailing ~~upward~~twelve-month bybasis ~~0.10%~~and ~~(Term~~a ~~SOFR)~~minimum ~~plus~~cash anrequirement ~~applicable~~throughout ~~margin~~the term of ~~7.00%,~~the ~~subject~~Second toAmended aand ~~Term~~Restated ~~SOFR~~Credit ~~floor of 4~~Agreement.~~50%.~~ IfFor ~~any~~example, ~~advance under~~ the ~~Term~~Company’s ~~Loan~~minimum isnet ~~prepaid~~revenue atrequirement ~~any~~for ~~time, a prepayment fee is charged based on~~ the ~~amount~~twelve ~~being~~months ~~prepaid~~ending ~~and~~December ~~an applicable percentage amount~~31, ~~such as 4%~~2025, ~~3%,~~is or$39.0 ~~1%,~~million. ~~based~~The onminimum ~~the~~cash ~~date~~requirement ~~the prepayment~~ is ~~made~~$8.0 ~~Interest~~million, onwhich anincludes ~~outstanding~~cash ~~balance~~and ~~under~~cash ~~the~~equivalents ~~Revolver~~as iswell ~~payable~~as ~~monthly~~short-term investments in ~~arrears~~U.S. atTreasuries, anunder ~~annual~~the ~~rate~~terms of ~~Term~~the ~~SOFR~~Second ~~plus~~Amended anand ~~applicable~~Restated ~~margin~~Credit ~~of 4~~Agreement.~~00%,~~ ~~subject to a Term SOFR floor of 4.50%.~~

The ~~Amended~~maturity ~~Credit~~date ~~Agreement~~of ~~includes minimum net revenue requirements that are measured on a trailing twelve-month basis and a minimum cash requirement. Amendment No. 5 reduced~~ the ~~minimum~~Second ~~net~~Amended ~~revenue requirements for future periods up to~~ and ~~including~~Restated ~~for~~Credit ~~the~~Agreement ~~twelve~~is ~~months~~March ~~ending December 31~~1, ~~2024—for example~~2030, the Company’s minimum net revenue requirement was reduced for the twelve months ending December 31, 2024, from $42.0 million to $34.0 million. Amendment No. 5 also removed those requirements for the periods ending January 31, 2025 through December 31, 2025, instead requiring that for each applicable twelve-month period ending after December 31, 2024, the Company’s minimum net revenue requirement will be determined by MidCap in its reasonable discretion in consultation with ~~the~~principal ~~Company’s~~repayments ~~senior~~beginning ~~management and based~~ on ~~financial~~April ~~statements and projections delivered to MidCap in accordance with the financial reporting requirements in the Amended Credit Agreement~~1, so2028. ~~long~~On as the ~~minimum~~date ~~net~~of ~~revenue~~termination ~~requirements for those periods shall not be less than the greater~~ of ~~(x)~~ the ~~applicable~~Term ~~minimum~~Loan ~~net~~or ~~revenue requirement for~~ the ~~twelve-month~~date ~~period ending~~ on ~~the~~which ~~last day of~~ the ~~immediately~~obligations ~~preceding~~under ~~month and (y) $34.0 million. In addition, Amendment No. 5 also removed~~ the ~~advance~~Term ~~rate~~Loan ~~for~~become ~~finished~~due ~~goods inventory in the determination of the borrowing base for the Revolver~~ and ~~increased~~payable ~~the minimum cash requirement from $9.0 million to $10.0 million. Under the terms of the Amended Credit Agreement, cash and cash equivalents as well as short-term investments~~ in ~~U.S. Treasuries are included in the determination of the minimum cash covenant. Finally~~full, ~~Amendment No. 5 conditions~~ the ~~next borrowing under the Revolver on the~~ Company ~~achieving~~will ~~net~~pay ~~revenue~~an ~~for~~exit ~~the~~fee ~~preceding~~in ~~twelve-month~~an ~~period~~amount ofequal atto ~~least $38~~5.0% ~~million down from $45.0 million. As a condition to the effectiveness~~ of ~~Amendment No. 5,~~ the ~~Company~~total ~~also~~aggregate ~~issued~~principal anamount ~~equity-classified warrant with a fair value~~ of ~~$0.1~~term ~~million~~loans asmade ~~described~~pursuant ~~further in “Note 11. Stockholder’s Equity.” This warrant was recorded as additional debt issuance costs, which is being amortized~~ to ~~interest~~the ~~expense~~Second ~~over~~Amended ~~the~~and ~~term~~Restated ofTerm ~~the~~Loan ~~Amended~~ Credit Agreement ~~using~~as ~~the~~of ~~effective~~such ~~interest method~~date.

The maturity date of the Credit Facility is May 1, 2027. On the date of termination of the Term Loan or the date on which the obligations under the Term Loan become due and payable in full, the Company will pay an exit fee in an amount equal to 9.00% of the total aggregate principal amount of term loans made pursuant to the Term Loan (including amendments thereto) as of such date. All loans issued under the Credit Facility are collateralized by the Company’s assets.

Long-term debt, net consisted of the following (in thousands):

	As of September 30, 2024			As ofDecember 31, 2023
Term Loan	$	12,135		$	12,135
Cumulative accretion of exit fee		1,472			1,261
Unamortized debt discount and debt issuance costs		(222	)		(145	)
Total debt		13,385			13,251
Less: Current portion of long-term debt		(2,528	)		—
Long-term debt, net of current portion	$	10,857		$	13,251

At September 30, 2024, the scheduled maturities of the Company’s debt obligations were as follows (in thousands):


	As of March 31, 2025			As of December 31, 2024
Long-term debt	$	13,245		$	12,135
Cumulative accretion of exit fee		9			1,544
Unamortized debt discount and debt issuance costs		(265	)		(191	)
Total debt		12,989			13,488
Less: current portion		—			(4,045	)
Long-term debt, net	$	12,989		$	9,443

	Amount
Remainder of 2024	$	—
2025		3,539
2026		6,068
2027		2,528
Total	$	12,135

At March 31, 2025, the scheduled maturities of the Company’s debt obligations were as follows (in thousands):

As of September 30, 2024, the fair value of the Company’s debt approximated its carrying value. The fair value of the Company’s debt was based on observable market inputs (Level 2).


	Amount
Remainder of 2025	$	—
2026		—
2027		—
2028		5,519
2029		6,623
Thereafter		1,103
Total	$	13,245

~~Note~~As 11of March 31, 2025, the fair value of the Company’s debt approximated its carrying value. ~~Stockholders~~The fair value of the Company’s ~~Equity~~debt was based on observable market inputs (Level 2).

AtNote 13. Stock-~~the-Market~~Based ~~Facility~~Compensation

On March 30, 2023, the Company entered into a sales agreement (the ATM Facility) with Cowen and Company, LLC (Cowen), under which the Company may offer and sell, from time to time, shares of its common stock having aggregate gross proceeds of up to $50.0 million. The issuance and sale of these shares pursuant to the ATM Facility are deemed “at the market” offerings as defined in Rule 415 under the Securities Act of 1933, as amended (the Securities Act), and are registered under the Securities Act. The Company will pay a commission of up to 3.0% of gross sales proceeds of any common stock sold under the ATM Facility. The aggregate market value of shares eligible for sale under the ATM Facility will be subject to the limitations of General Instruction I.B.6 of Form S-3, to the extent required under such instruction.

Warrant to Purchase Common Stock

On March 8, 2024, as a condition to the effectiveness of Amendment No. 5, the Company issued to MidCap Funding XXVII a warrant to purchase up to an aggregate of 125,000 shares (the Common Warrant) of common stock with an exercise price of $2.9934 per share, subject to adjustment as provided therein.

The Company determined that the Common Warrant is not a liability within the scope of ASC 480, but met the requirements to be classified within stockholders’ equity, because the warrant is indexed to the Company’s common stock and met all of the conditions for equity classification in accordance with ASC 815. Accordingly, the Common Warrant was recorded as a component of additional paid-in capital in the statements of stockholders’ equity at the time of issuance. The Common Warrant was valued using the Black-Scholes option pricing model with the following assumptions: (i) fair value of common stock of $2.8500, (ii) exercise price of $2.9934, (iii) term of 5 years, (iv) dividend rate of 0%, (v) volatility of 36.70%, and (vi) risk free interest rate of 4.06%.

On October 15, 2024, MidCap exercised the Common Warrant in full and the Company issued 65,036 shares of common stock through a cashless exercise in accordance with the conversion terms.

Note 12. Stock-Based Compensation

Equity Incentive Plans

The Company maintains a stock incentive plan that permits the granting of incentive stock options or nonqualified stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards, and other stock-based awards. The equity-based awards for employees generally vest over a four-year period, pursuant to ~~two~~ different vesting schedules. For initial equity-based awards granted to employees, the first vest is generally a one-year cliff vest, followed by monthly vesting for the final three years. Thereafter, annual equity-based awards granted to employees typically vest monthly over the four-year vest term, except for restricted stock units which vest annually over a four year period. The initial equity-based awards granted to the Company’s non-employee, independent directors upon appointment to the board of directors will vest over a three-year period, with the first vest being a one-year cliff, followed by monthly vesting over the remaining two years. Thereafter, annual equity-based awards granted to the Company’s non-employee, independent directors will cliff vest after one year from the date of grant.

Stock Options

The following table summarizes the stock option activity for the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 (in thousands, except share and per share data):

	Number ofShares			WeightedAverageExercisePriceper Share		Weighted AverageRemainingContractualTerm (in years)		AggregateIntrinsicValue (in thousands)
Outstanding at January 1, 2024		4,041,807		$	6.41		7.53	$	5,159
Outstanding at January 1, 2025		3,992,335		$	4.99		6.86	$	19,318
Granted		~~730~~1,~~100~~220,928		$	28.8623
Exercised		(14,~~779~~795	)	$	10.9788
Forfeited		(~~470~~33,~~342~~600	)	$	94.1275
Expired		(~~320,156~~500	)	$	1115.9409
Outstanding at September 30, 2024		3,979,630		$	5.00		7.08	$	8,262
Outstanding at March 31, 2025		5,174,368		$	5.76		7.35	$	9,021
Exercisable at September 30, 2024		2,310,762		$	5.22		6.49	$	5,362
Exercisable at March 31, 2025		2,700,956		$	5.37		6.28	$	6,351
Vested and expected to vest at September 30, 2024		3,694,948		$	5.35		7.29	$	7,013
Vested and expected to vest at March 31, 2025		4,889,686		$	6.07		7.56	$	7,673

~~The weighted average assumptions used in the Black-Scholes pricing model for stock options granted during the three and nine months ended September 30, 2024, were as follows:~~14

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2024			2023			2024			2023
Estimated dividend yield		-	%		-	%		-	%		-	%
Weighted-average expected stock price volatility		36.05	%		35.43	%		35.91	%		35.08	%
Weighted-average risk-free interest rate		3.49	%		4.54	%		4.33	%		4.15	%
Expected average term of options (in years)		6.25			3.00			6.25			5.95
Weighted-average fair value of common stock	$	4.40		$	1.95		$	2.86		$	5.05
Weighted-average fair value per option	$	1.84		$	0.57		$	1.24		$	2.12

The weighted average assumptions used in the Black-Scholes pricing model for stock options granted during the three months ended March 31, 2025 and 2024, were as follows:


	For the Three Months Ended March 31,
	2025			2024
Estimated dividend yield		-	%		-	%
Weighted-average expected stock price volatility		35.89	%		35.91	%
Weighted-average risk-free interest rate		4.38	%		4.33	%
Expected average term of options (in years)		6.25			6.25
Weighted-average fair value of common stock	$	8.23		$	2.85
Weighted-average fair value per option	$	3.59		$	1.24

Restricted Stock

The following table summarizes the restricted stock unit activity for the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 (in thousands, except share and per share data):

	Number ofShares			WeightedAverageGrant Date Fair Valueper Share		Weighted AverageRemainingContractualTerm (inyears)		AggregateIntrinsicValue (in thousands)
Outstanding at January 1, 2024		155,780		$	5.05		1.36	$	581
Outstanding at January 1, 2025		127,611		$	3.47		0.84	$	1,066
Granted		~~60,000~~—		$	~~1.29~~—
Vested		(6722,~~169~~538	)	$	45.5841
Forfeited		~~(21,000~~—	)	$	~~5.41~~—
Outstanding at September 30, 2024		127,611		$	3.47		1.09	$	618
Outstanding at March 31, 2025		105,073		$	3.06		0.74	$	545
Vested and expected to vest at September 30, 2024		127,611		$	3.47		1.09	$	618
Vested and expected to vest at March 31, 2025		105,073		$	3.06		0.74	$	545

Employee Stock Purchase Plan

The Company maintains an employee stock purchase plan (ESPP) that authorizes the issuance of shares of common stock pursuant to purchase rights granted to eligible employees. Unless otherwise determined by the Company’s board of directors, shares of the Company’s common stock will be purchased for the accounts of employees participating in the Company’s ESPP at a price per share equal to the lesser of (i) 85% of the fair market value of a share of the Company’s common stock on the first day of an offering; or (ii) 85% of the fair market value of a share of the Company’s common stock on the date of purchase. Offering periods are generally six months long; offering periods begin on June 1 and December 1 of each year. The Company issued zero ~~and 54,314~~ shares of common stock under the ESPP during the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024,~~2025 ~~respectively. The Company issued zero~~ and ~~82,034 shares of common stock under the ESPP during the three and nine months ended September 30, 2023, respectively~~2024.

Repricing of Outstanding and Unexercised Options

In January 2024, the Company’s board of directors approved a one-time repricing of certain previously granted and still outstanding vested and unvested stock option awards held by eligible employees, executive officers, and non-employee directors. As a result, the exercise price for these awards will be lowered to $2.97 per share effective September 14, 2025, which was the closing price of the Company’s common stock as reported on the Nasdaq Global Stock Market on March 14, 2024, so long as the holder remains employed by the Company or continues to serve as a member of the board of directors through September 14, 2025 absent earlier trigger events defined in the option repricing plan. No other terms of the stock options were modified, and the stock options will continue to vest according to their original vesting schedules and will retain their original expiration dates. As a result of the repricing, 1,631,016 vested and unvested stock options outstanding as of March 14, 2024, with original exercise prices ranging from $3.02 to $27.49, were repriced.

The repricing on March 14, 2024, resulted in incremental stock-based compensation expense of $0.9 million, of which $0.5 million related to vested stock option awards and was expensed on the repricing date. The remaining $0.4 million related to unvested stock option awards and is being amortized on a straight-line basis over the weighted-average vesting period of those awards of approximately 2.38 years as of March 14, 2024.

Stock-Based Compensation Expense

Stock-based compensation expense included in the accompanying condensed financial statements was as follows (in thousands):

	For the Three Months Ended September 30,					For the Nine Months Ended September 30,
	For the Three Months Ended March 31,
	2024			2023		2024		2023
	2025			2024
Cost of sales	$	1029		$	3649	$	89	$	~~112~~
Research and development		18(8	)		4330		65		~~120~~
Sales and marketing		3347			~~168~~96		~~162~~		~~492~~
General and administrative		~~699~~784			~~788~~1,132		~~2,584~~		~~2,391~~
Total stock-based compensation expense	$	~~760~~852		$	1,~~035~~307	$	~~2,900~~	$	~~3,115~~

Stock-based compensation expense related to stock options was $0.78 million for the three months ended March 31, 2025, and $21.72 million for the three ~~and nine~~ months ended ~~September~~March 3031, 2024,. ~~respectively,~~Unrecognized ~~and~~compensation ~~$0.9~~expense ~~million~~related ~~and~~to stock options was $24.83 million ~~for~~at ~~the~~March ~~three~~31, ~~and~~2025, ~~nine~~which ~~months~~is ~~ended~~expected ~~September~~to ~~30,~~be ~~2023,~~recognized as expense over the weighted-average period of 3.22 years.

18Stock-based compensation expense related to restricted stock units was not significant for the three months ended March 31, 2025, and $0.1 million for the three months ended March 31, 2024. Unrecognized compensation expense related to restricted stock units was $0.3 million at March 31, 2025, which is expected to be recognized as expense over the weighted-average period of 0.96 years.

~~respectively.~~Stock-based ~~Unrecognized~~ compensation expense related to ~~stock~~the ~~options~~ESPP was ~~$4.6~~not ~~million~~significant atfor ~~September~~either 30the three months ended March 31, 2025 and 2024,. ~~which~~Total iscompensation ~~expected~~cost related to bethe ESPP not yet recognized aswas ~~expense~~not ~~over~~significant ~~the~~at ~~weighted-average~~March ~~period~~31, 2025. As of ~~2.90~~March ~~years~~31, 2025, an insignificant amount has been withheld on behalf of employees for future purchases under the ESPP.

~~Stock-based~~Note ~~compensation expense related to restricted stock units was $0~~14.1 ~~million~~Income and $0.2 million for the three and nine months ended September 30, 2024, respectively, and $0.1 million and $0.2 million for the three and nine months ended September 30, 2023, respectively. Unrecognized compensation expense related to restricted stock units was $0.4 million at September 30, 2024, which is expected to be recognized as expense over the weighted-average period of 1.62 years.Taxes

~~Stock-based~~For ~~compensation~~the ~~expense~~three ~~related~~months toended March 31, 2025, the ~~ESPP~~Company’s income tax expense was not significant, ~~for~~compared to the three ~~or nine~~ months ended ~~September~~March 3031, 2024, ~~respectively,~~when ~~and~~the ~~not~~Company ~~significant~~recorded ~~and~~minimal $0income tax benefit.1 ~~million~~The effective tax rates for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2023,~~2025 ~~respectively.~~and ~~Total~~2024 ~~compensation~~were ~~cost~~(0.5%) ~~related~~and ~~to the ESPP not yet recognized was not significant at September 30~~0.4%, ~~2024~~respectively. AsThe ofeffective ~~September~~tax ~~30,~~rates ~~2024,~~differ anfrom ~~insignificant~~the ~~amount~~federal ~~has~~statutory ~~been~~rate ~~withheld~~primarily ondue ~~behalf~~to ofoperating ~~employees~~losses ~~for~~not ~~future~~expected ~~purchases~~to ~~under~~produce ~~the~~an ~~ESPP~~income tax benefit.

~~Note~~The 13Company had insignificant unrecognized tax benefits as of March 31, 2025 and 2024. ~~Income~~The ~~Taxes~~Company recognizes interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. The Company does not expect the balance of unrecognized tax benefits to change significantly over the next twelve months. The Company has not accrued interest or penalties related to uncertain tax positions as of March 31, 2025 or 2024.

~~For~~Note the three months ended September 30, 2024, the Company’s income tax benefit was not significant, compared to the three months ended September 30, 2023, when the Company recorded a minimal income tax provision15. ~~The~~Net ~~effective~~Loss ~~tax~~Per rates for the three months ended September 30, 2024 and 2023 were 0.1% and (0.1)%, respectively. The effective tax rates differ from the federal statutory rate primarily due to operating losses not expected to produce an income tax benefit.Share

For the nine months ended September 30, 2024, the Company’s income tax benefit was not significant, compared to the nine months ended September 30, 2023, when the Company recorded a minimal income tax provision. The effective tax rates for the nine months ended September 30, 2024 and 2023 were 0.2% and (0.0)%, respectively. The effective tax rates differ from the federal statutory rate primarily due to operating losses not expected to produce an income tax benefit.

The Company had insignificant unrecognized tax benefits as of September 30, 2024 and 2023. The Company recognizes interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. The Company does not expect the balance of unrecognized tax benefits to change significantly over the next twelve months. The Company has not accrued interest or penalties related to uncertain tax positions as of September 30, 2024 or 2023.

Note 14. Net Loss Per Share

Basic net loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by giving effect to all potentially dilutive common stock equivalents to the extent they are dilutive. For purposes of this calculation, stock options, restricted stock units, employee stock purchase rights, and warrants to purchase common stock, are considered to be common stock equivalents but have been excluded from the calculation of diluted net loss per share as their effect is anti-dilutive for all periods presented.

The following table sets forth the computation of basic and diluted net loss per share (in thousands, except share and per share data):

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	For the Three Months Ended March 31,
	2024			2023			2024			2023
	2025			2024
Net loss	$	(74,~~565~~645	)	$	(108,~~153~~097	)	$	~~(21,026~~	)	$	~~(26,124~~	)
Weighted average shares used in computing net loss per share—basic and diluted		5153,~~821~~421,~~395~~533			2940,~~956~~804,~~930~~885			~~44,520,132~~			~~28,810,068~~
Net loss per share—basic and diluted	$	(0.1509	)	$	(0.3420	)	$	~~(0.47~~	)	$	~~(0.91~~	)

The following is a summary of the common stock equivalents for the securities outstanding during the respective periods that have been excluded from the computation of diluted net loss per common share, as their effect would be anti-dilutive:

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	For the Three Months Ended March 31,
	2024		2023		2024		2023
	2025		2024
Employee share-based awards to purchase common stock		3,873,226		4,019,909		3,970,116		4,000,857
Equity-based compensation		4,426,635		3,914,307
Warrants to purchase common stock		~~125,000~~—		—32,967		~~94,434~~		—

Note 15. Related Parties

The Company has identified Meeches LLC (Meeches) as a related party through common control. Meeches is controlled by Ted Davis and Irene Davis. Irene Davis is a former officer and current director, Ted Davis is a founder and former director, and both are greater than five percent stockholders of the Company. Prior to May 16, 2023, the Company leased certain real property in Mansfield, Massachusetts, from Meeches. For each of the three and nine months ended September 30, 2024, the Company did not make any lease payments to Meeches. For the three and nine months ended September 30, 2023, the Company paid Meeches lease payments zero and $0.1 million, respectively.

Note 16. Contingencies

From time to time, we may become involved in lawsuits and other claims arising from our ordinary course of business. The Company regularly evaluates its exposure to threatened or pending litigation and other business contingencies. Because of the uncertainties related to the amount of loss from litigation and other business contingencies, the recording of losses relating to such exposures requires significant judgment about the potential range of outcomes. We establish loss provisions for matters in which losses are probable and can be reasonably estimated. If a loss is not both probable and reasonably estimable, or if an exposure to loss exists in excess of the amount accrued, the Company assesses whether there is at least a reasonable possibility that a loss, or additional loss, may have been incurred. If there is a reasonable possibility that a loss, or additional loss, may have been incurred, the Company will disclose the estimate of the possible loss or range of loss if it is material and an estimate can be made, or disclose that such an estimate cannot be made. The determination as to whether a loss can reasonably be considered to be possible or probable is based on our assessment, together with legal counsel, regarding the ultimate outcome of the matter. As additional information about current or future litigation or other contingencies becomes available, the Company will assess whether adjustments should be made to legal accruals.

In August 2023, a former Teknova employee filed a claim with the California Labor and Workforce Development Agency alleging various causes of action under California’s labor, wage, and hour laws. The plaintiff generally alleged that Teknova did not appropriately calculate and pay meal break premiums and otherwise failed to calculate and pay appropriate overtime wages or bonuses to certain of its California non-exempt employees. As of December 31, 2023, the Company had accrued its best estimate of potential loss related to a possible settlement of the claims of the former employee and other employees who may assert similar claims, in the amount of $0.3 million, which is included within “Accrued liabilities” on the Balance Sheet. On June 6, 2024, a mediation took place, in the course of which Teknova agreed to settle the plaintiff’s claims for $0.4 million (the Settlement),. ~~resulting~~As inof anMarch ~~incremental~~31, ~~accrual~~2025 ofand ~~$0.1~~December ~~million~~31, ~~during~~2024, the ~~three~~Company ~~months~~had ~~ended~~therefore ~~June~~accrued ~~30,~~its ~~2024.~~best ~~Because~~estimate ~~the~~of ~~plaintiff~~potential ~~brought~~loss ~~his~~related ~~claims~~to ona ~~behalf~~possible settlement of ~~himself~~the asclaims anof ~~individual~~the ~~and~~former asemployee aand ~~representative~~other members of athe purported class ~~of others~~ similarly situated, aformer ~~court~~or ~~must~~current ~~approve~~employees, in the ~~Settlement~~amount ~~before~~of ~~Teknova~~$0.4 ~~will~~million, ~~pay~~which ~~any~~was ~~amounts~~included ~~pursuant~~within to“Accrued liabilities” on the ~~Settlement~~Balance Sheet. AsIn ofApril ~~September 30~~2025, ~~2024,~~ the ~~Company~~Settlement ~~has~~received ~~therefore~~final ~~accrued~~court ~~$0.4~~approval ~~million~~and ~~within~~the ~~“Accrued~~Company ~~liabilities”~~paid on the ~~Balance~~Settlement ~~Sheet~~amount.

2017

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

You should read the following discussion and analysis of our financial condition and results of operations together with our unaudited condensed financial statements and related notes thereto included in Part I, Item I of this Quarterly Report on Form 10-Q and with our audited financial statements and related notes thereto for the year ended December 31, ~~2023~~2024, included in the ~~2023~~2024 Annual Report on Form 10-K (the ~~2023~~2024 Annual Report on Form 10-K) filed on March 277, ~~2024~~2025, with the Securities and Exchange Commission (SEC). For a discussion of factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis and elsewhere in this Quarterly Report on Form 10-Q, you should review the risk factors identified in Part I, Item 1A, Risk Factors, of our ~~2023~~2024 Annual Report on Form 10-K and in Item 1A, Risk Factors, of this Quarterly Report on Form 10-Q.

As in Item 1. of this Quarterly Report on Form 10-Q, in this Item 2, unless the context otherwise requires, the terms “Teknova,” the “Company,” “we,” “us,” and “our” refer to Alpha Teknova, Inc.

Overview

Since our founding in 1996, we have been producing critical reagents for the discovery, development, and commercialization of novel therapies, vaccines, and molecular diagnostics. Our ~~more~~approximately ~~than 2~~3,~~500~~000 ~~active~~ customers span the entire continuum of the life sciences market, including leading pharmaceutical and biotechnology companies, contract development and manufacturing organizations, in vitro diagnostics franchises, and academic and government research institutions. Our Company is built around our knowledge, methods, and know-how in our proprietary manufacturing processes, which are highly adaptable and configurable. These proprietary processes enable us to manufacture and deliver high-quality, custom, made-to-order products with short turnaround times and at scale, across all stages of our customers’ product development, from early research through commercialization.

We have two primary product categories: Lab Essentials and Clinical Solutions. Our products cross all stages of development, from early research through commercialization. We offer three primary product types: (i) pre-poured media plates for cell growth and cloning; (ii) liquid cell culture media and supplements for cellular expansion; and (iii) molecular biology reagents for sample manipulation, resuspension, and purification. Our liquid cell culture media and supplements and molecular biology reagents are available in both of our two primary product categories; pre-poured media plates are available in our Lab Essentials category only.

We are ISO 13485:2016 certified, enabling us to manufacture products for use in diagnostic and therapeutic applications. Our certification allows us to offer solutions across the entire customer product development workflow, supporting our customers’ need for materials in greater volume and that meet increasingly stringent quality requirements as they scale from research to commercialization.

We manufacture our products at our Hollister, California, headquarters and stock inventory of raw materials, components, and finished goods at that campus. We rely on a limited number of suppliers for certain raw materials, and we have no long-term supply arrangements with our suppliers, as we order on a purchase order basis. We ship our products directly from our warehouse in Hollister, California, to our customers and distributors, generally pursuant to purchase orders. We typically recognize revenue when products are shipped.

We generated revenue of $9.68 million during the three months ended ~~September~~March 3031, ~~2024~~2025, which represents an increase of $10.45 million compared to revenue of $89.23 million during the three months ended ~~September~~March 3031, ~~2023~~2024. For the three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024, only 5.43% and 4.~~2%, respectively, of our revenue was generated from customers located outside of the United States. We generated revenue of $28.~~5 million during the nine months ended September 30, 2024, which represents a decrease of $0.3 million compared to revenue of $28.8 million during the nine months ended September 30, 2023. For the nine months ended September 30, 2024 and 2023, only 4.7% ~~and 4.1%~~, respectively, of our revenue was generated from customers located outside of the United States. Our sales outside of the United States are denominated in U.S. Dollars.

We had an operating loss of $75.40 million during the three months ended ~~September~~March 3031, ~~2024~~2025, compared to an operating loss of $8.80 million during the three months ended ~~September~~March 3031, ~~2023. We had an operating loss of $20.5 million during the nine months ended September 30,~~ 2024~~, compared to an operating loss of $24~~.7 ~~million during the nine months ended September 30, 2023.~~ While our expenses may fluctuate over the short term, we expect our expenses will continue to increase in future periods, but at a slower rate, in connection with our ongoing activities as we:

•

attract, hire, and retain qualified personnel;

•

invest in processes and infrastructure to improve operating efficiency and expand capacity at our facilities, including the ramp up of our new, state-of-the-art manufacturing, warehouse, and distribution facilities; and

•

build our brand and market, and sell our products and services.

Impact of Broader Economic Trends on Our Business

We are closely monitoring economic uncertainty in the U.S. and abroad. General inflation in the U.S. ~~has~~rose ~~risen~~in recent years to levels not experienced in recent decades. While the rate of inflation ~~has~~ moderated in 2024, general inflation, including rising prices for our raw materials and other inputs, as well as rising salaries and other expenses, can negatively impact our business by increasing our cost of sales and operating expenses. In addition, during 2023 and early 2024, the U.S. Federal Reserve has raised interest rates in response to concerns about inflation, and although the U.S. Federal Reserve lowered interest rates in September of 2024, the direction and timing of future interest rate changes remains uncertain. Inflation, together with increased interest rates, may cause our customers to reduce, delay, or cancel orders for our goods and services, thereby causing a decrease in or change in timing of sales of our products and services. We cannot predict the impact of future inflation and interest rate changes on the results of our operations. For further information regarding the impact of these economic factors on the Company, please see the risk factors identified in Part I, Item 1A, Risk Factors, of our 2023 Annual Report on Form 10-K.

cost of sales and operating expenses. In addition, during early 2024, the U.S. Federal Reserve raised interest rates in response to concerns about inflation, and although the U.S. Federal Reserve lowered interest rates in late 2024, the direction and timing of future interest rate changes remains uncertain. Inflation, together with increased interest rates, may cause our customers to reduce, delay, or cancel orders for our goods and services, thereby causing a decrease in or change in timing of sales of our products and services. We cannot predict the impact of future inflation and interest rate changes on the results of our operations. Furthermore, changes to tariff and related international trade policy in early 2025 create uncertainty about the broader economy and our business. For further information regarding the impact of these economic factors on the Company, please see the risk factors identified in Part I, Item 1A, Risk Factors, of our 2024 Annual Report on Form 10-K.

Results of Operations

Comparison of the Three Months Ended ~~September~~March 3031, ~~2024~~2025, and Three Months Ended ~~September~~March 3031, ~~2023~~2024

The following tables set forth our results of operations for the three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024 (dollars in thousands):

	For the Three Months Ended September 30,
	For the Three Months Ended March 31,
	2024			2023			$ Change			% Change
	2025			2024			$ Change			% Change
Revenue	$	9,~~576~~795		$	89,~~169~~290		$	~~1,407~~505			175.24	%
Cost of sales		96,~~486~~788			67,~~697~~081			~~2,789~~(293	)		41(4.61	)%
Gross profit		903,007			12,~~472~~209			~~(1,382~~798	)		~~(93~~36.91	)%
Operating expenses:
Research and development		~~627~~552			~~1,397~~860			(~~770~~308	)		(5535.18	)%
Sales and marketing		1,640			21,~~412~~667			(~~772~~27	)		(321.06	)%
General and administrative		45,~~968~~492			67,~~138~~381			(1,~~170~~889	)		(1925.16	)%
Amortization of intangible assets		287			287			—			—
Total operating expenses		7,~~522~~971			10,~~234~~195			(2,~~712~~224	)		(2621.58	)%
Loss from operations		(74,~~432~~964	)		(87,~~762~~986	)		13,~~330~~022			(1537.28	)%
Other expenses, net
Other income (expenses), net
Interest expense, net		(~~141~~144	)		(~~791~~145	)		~~650~~1			(820.27	)%
Loss on extinguishment of debt		—			(824	)		824			(100.0	)%
Other adjustment to loan exit fee		485			—			485			100.0	%
Other income, net		—			233			(233	)		(100.0	)%
Total other income (expenses), net		341			(145	)		486			(335.2	)%
Total other expenses, net		(141	)		(1,382	)		1,241			(89.8	)%
Loss before income taxes		(4,623	)		(8,131	)		3,508			(43.1	)%
Loss before income taxes		(7,573	)		(10,144	)		2,571			(25.3	)%
Provision for (benefit from) income taxes		22			(34	)		56			(164.7	)%
(Benefit from) provision for income taxes		(8	)		9			(17	)		(188.9	)%
Net loss	$	(4,645	)	$	(8,097	)	$	3,452			(42.6	)%
Net loss	$	(7,565	)	$	(10,153	)	$	2,588			(25.5	)%

Revenue

Our revenue disaggregated by product category for the three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024, was as follows (dollars in thousands):

	For the Three Months Ended September 30,
	For the Three Months Ended March 31,
	2024		2023		$ Change			% Change
	2025		2024		$ Change			% Change
Lab Essentials	$	78,~~161~~117	$	7,~~274~~266	$	~~(113~~851	)		(111.67	)%
Clinical Solutions		1,~~964~~162		~~597~~1,718		~~1,367~~(556	)		~~229~~(32.04	)%
Other		~~451~~516		~~298~~306		~~153~~210			5168.36	%
Total revenue	$	9,~~576~~795	$	89,~~169~~290	$	~~1,407~~505			175.24	%

22Total revenue was $9.8 million and $9.3 million for the three months ended March 31, 2025 and 2024, respectively.

~~Total~~Lab Essentials revenue was $98.61 million ~~and~~for the three months ended March 31, 2025, an increase of $80.29 million, or 11.7%, compared to $7.3 million for the three months ended ~~September~~March 3031, 2024. ~~and~~The ~~2023~~increase in Lab Essentials revenue was attributable to an increased number of customers, ~~respectively~~partially offset by slightly lower average revenue per customer.

~~Lab~~Clinical ~~Essentials~~Solutions revenue was $71.2 million for the three months ended ~~September~~March 3031, ~~2024~~2025, a decrease of $0.16 million, or 132.64%, compared to $71.37 million for the three months ended ~~September~~March 3031, ~~2023~~2024. The decrease in ~~Lab~~Clinical ~~Essentials~~Solutions revenue was attributable to lower average revenue per customer, partially offset by an increased number of customers.

Clinical Solutions revenue was $2.0 million for the three months ended September 30, 2024, an increase of $1.4 million, or 229.0%, compared to $0.6 million for the three months ended September 30, 2023. The increase in Clinical Solutions revenue was primarily attributable to an increased number of customers and, to a lesser extent, higher average revenue per customer. 19

Our revenue disaggregated by geographic region, for the three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024, was as follows (dollars in thousands):

	For the Three Months Ended September 30,
	For the Three Months Ended March 31,
	2024		2023		$ Change		% Change
	2025		2024		$ Change		% Change
United States	$	9,~~057~~272	$	78,~~827~~870	$	~~1,230~~402		154.75	%
International		~~519~~523		~~342~~420		~~177~~103		5124.85	%
Total revenue	$	9,~~576~~795	$	89,~~169~~290	$	~~1,407~~505		175.24	%

Revenue from U.S. sales was $9.13 million and $7.8.9 million for the three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024, respectively. Revenue from U.S. sales as a percentage of our total revenue was consistent period over period, representing 94.67% and 95.85% of our total revenue during the three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024, respectively.

Revenue from international sales was $0.5 million and $0.34 million for the three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024, respectively. Revenue from international sales as a percentage of our total revenue was also consistent period over period, representing 5.43% and 4.25% of our total revenue during the three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024, respectively.

Gross profit

Our gross profit for the three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024, was as follows (dollars in thousands):

	For the Three Months Ended September 30,
	For the Three Months Ended March 31,
	2024			2023			$ Change			% Change
	2025			2024			$ Change			% Change
Cost of sales	$	96,~~486~~788		$	67,~~697~~081		$	~~2,789~~(293	)		41(4.61	)%
Gross profit		903,007			12,~~472~~209			~~(1,382~~798	)		~~(93~~36.91	)%
Gross profit %		030.97	%		1823.08	%

Gross profit percentage was 030.97% and 1823.08% for the three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024, respectively. The ~~decrease~~increase in gross profit ~~percentage~~ was primarily driven by $2.8 million of non-recurring and non-cash charges related to the disposal of expired inventory and write down of excess inventory created in the second half of 2022 when we increased production to meet high demand. Excluding the $2.8 million of non-recurring and non-cash charges, the gross profit percentage for the three months ended September 30, 2024, would have been 29.8%, or an increase of more than 10% primarily driven by higher ~~Clinical Solutions~~ revenue coupled with ~~reduced~~lower ~~headcount~~overhead costs.

Operating expenses

Our operating expenses for the three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024, were as follows (dollars in thousands):

	For the Three Months Ended September 30,
	For the Three Months Ended March 31,
	2024		2023		$ Change			% Change
	2025		2024		$ Change			% Change
Research and development	$	~~627~~552	$	~~1,397~~860	$	(~~770~~308	)		(5535.18	)%
Sales and marketing		1,640		21,~~412~~667		(~~772~~27	)		(321.06	)%
General and administrative		45,~~968~~492		67,~~138~~381		(1,~~170~~889	)		(1925.16	)%
Amortization of intangible assets		287		287		—			—
Total operating expenses	$	7,~~522~~971	$	10,~~234~~195	$	(2,~~712~~224	)		(2621.58	)%

Research and development expenses were $0.6 million and $10.49 million for the three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024, respectively. The decrease was primarily driven by ~~reduced~~lower ~~headcount~~salaries and ~~supplies~~wages ~~expense~~resulting from the reduction in workforce that was completed early during the three months ended March 31, 2024.

23Sales and marketing expenses were $1.6 million and $1.7 million for the three months ended March 31, 2025 and 2024, respectively. The decrease was primarily driven by lower salaries and wages resulting from the reduction in workforce that occurred during the three months ended March 31, 2024. However, the decrease in salaries and wages was largely offset by increased marketing costs during the three months ended March 31, 2025.

~~Sales~~General and ~~marketing~~administrative expenses were $15.65 million and $27.4 million for the three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024, respectively. Excluding the one-time, non-recurring charges related to the reduction in workforce of $1.3 million for the three months ended March 31, 2024, general and administrative expenses decreased $0.6 million. The decrease was primarily driven by ~~reduced~~lower ~~headcount~~stock-based compensation expense due to repricing that occurred during the three months ended March 31, 2024. See “Notes to Financial Statements—Note 13. Stock-Based Compensation” for a more detailed discussion of the stock option repricing.

~~General~~Amortization ~~and~~of ~~administrative~~intangible ~~expenses~~assets ~~were~~was ~~$5.0~~consistent ~~million~~at ~~and~~ $60.13 million for ~~the~~each ~~three months ended September 30, 2024 and 2023, respectively. Excluding the one-time, non-recurring charge~~ of ~~$0.4 million related to~~ the ~~write-off of ATM Facility costs during the~~ three months ended ~~September~~March 3031, ~~2023,~~2025 ~~general~~ and ~~administrative expenses decreased $0~~2024.~~8 million compared to the three months ended September 30, 2023. The decrease was driven by reduced spending, primarily in professional fees and insurance.~~

~~Amortization of intangible assets was consistent at $0.3 million for each of the three months ended September 30, 2024 and 2023.~~20

Other income (expenses), net

Our other income (expenses), net for the three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024, were as follows (dollars in thousands):

	For the Three Months Ended September 30,
	For the Three Months Ended March 31,
	2024			2023			$ Change			% Change
	2025			2024			$ Change			% Change
Interest expense, net	$	(~~141~~144	)	$	(~~791~~145	)	$	~~650~~1			(820.27	)%
Loss on extinguishment of debt		—			(824	)		824			(100.0	)%
Other adjustment to loan exit fee		485			—			485			100.0	%
Other income, net		—			233			(233	)		(100.0	)%
Total other income (expenses), net	$	341		$	(145	)	$	486			(335.2	)%
Total other expenses, net	$	(141	)	$	(1,382	)	$	1,241			(89.8	)%

Total other ~~expenses~~income, net was $0.13 million ~~and $1.4 million~~ for the three months ended ~~September~~March 3031, ~~2024 and 2023~~2025, ~~respectively.~~compared ~~The~~to ~~decrease in~~ total other expenses, net ~~was primarily due to the~~ of $0.81 million ~~loss~~for ~~on extinguishment of debt incurred during~~ the three months ended ~~September~~March 3031, ~~2023~~2024. ~~Additionally,~~The ~~interest~~increase ~~expense~~in total other income, net was ~~lower~~primarily ~~due~~attributable to a ~~lower~~$0.5 ~~debt~~million ~~balance~~adjustment ~~outstanding~~recognized ~~despite~~on ~~higher~~the ~~interest~~exit ~~rates,~~fee ~~partially~~concurrent ~~offset~~with bythe ~~higher~~refinancing ~~interest~~of ~~income~~our ~~earned~~credit onagreement ~~short-term~~during ~~liquid~~the ~~investments~~three months ended March 31, 2025.

Provision for (~~Benefit~~benefit from) ~~provision for~~ income taxes

Our provision for and (benefit from) ~~and provision for~~ income taxes for the three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024, was as follows (dollars in thousands):

	For the Three Months Ended September 30,
	For the Three Months Ended March 31,
	2024			2023			$ Change			% Change
	2025			2024			$ Change			% Change
(Benefit from) provision for income taxes	$	(8	)	$	9		$	(17	)		(188.9	)%
Provision for (benefit from) income taxes	$	22		$	(34	)	$	56			(164.7	)%
Effective tax rate		(0.15	)%		(0.14	)%

Our ~~benefit from~~ income taxes ~~was~~were not significant for either the three months ended ~~September~~March 3031, ~~2024,~~2025 ~~and~~or ~~our provision for income taxes was not significant for the three months ended September 30, 2023~~2024. The effective tax rates for the three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024 were (0.15%) and (0.1)4%, respectively. The effective tax rates differ from the federal statutory rate primarily due to operating losses not expected to produce an income tax benefit.

Comparison of the Nine Months Ended September 30, 2024, and Nine Months Ended September 30, 2023

The following tables set forth our results of operations for the nine months ended September 30, 2024 and 2023 (dollars in thousands):

	For the Nine Months Ended September 30,
	2024			2023			$ Change			% Change
Revenue	$	28,480		$	28,817		$	(337	)		(1.2	)%
Cost of sales		23,377			19,856			3,521			17.7	%
Gross profit		5,103			8,961			(3,858	)		(43.1	)%
Operating expenses:
Research and development		2,165			4,256			(2,091	)		(49.1	)%
Sales and marketing		4,763			6,929			(2,166	)		(31.3	)%
General and administrative		17,832			19,426			(1,594	)		(8.2	)%
Amortization of intangible assets		861			860			1			0.1	%
Long-lived assets impairment		—			2,195			(2,195	)		(100.0	)%
Total operating expenses		25,621			33,666			(8,045	)		(23.9	)%
Loss from operations		(20,518	)		(24,705	)		4,187			(16.9	)%
Other expenses, net
Interest expense, net		(558	)		(1,006	)		448			(44.5	)%
Loss on extinguishment of debt		—			(824	)		824			(100.0	)%
Other income, net		—			417			(417	)		(100.0	)%
Total other expenses, net		(558	)		(1,413	)		855			(60.5	)%
Loss before income taxes		(21,076	)		(26,118	)		5,042			(19.3	)%
(Benefit from) provision for income taxes		(50	)		6			(56	)		(933.3	)%
Net loss	$	(21,026	)	$	(26,124	)	$	5,098			(19.5	)%

Revenue

Our revenue disaggregated by product category for the nine months ended September 30, 2024 and 2023, was as follows (dollars in thousands):

	For the Nine Months Ended September 30,
	2024		2023		$ Change			% Change
Lab Essentials	$	22,065	$	22,112	$	(47	)		(0.2	)%
Clinical Solutions		5,247		5,859		(612	)		(10.4	)%
Other		1,168		846		322			38.1	%
Total revenue	$	28,480	$	28,817	$	(337	)		(1.2	)%

Total revenue was $28.5 million and $28.8 million for the nine months ended September 30, 2024 and 2023, respectively.

Lab Essentials revenue was $22.1 million in each of the nine months ended September 30, 2024 and 2023. Lab Essentials revenue was consistent as the decline in average revenue per customer was offset by a similar increase in number of customers.

Clinical Solutions revenue was $5.2 million for the nine months ended September 30, 2024, a decrease of $0.6 million, or 10.4%, compared to $5.9 million for the nine months ended September 30, 2023. The decrease in Clinical Solutions revenue was attributable to lower average revenue per customer, partially offset by an increased number of customers. Excluding revenue of $2.7 million from a single large order, Clinical Solutions revenue was up 66% for the nine months ended September 30, 2024.

Our revenue disaggregated by geographic region, for the nine months ended September 30, 2024 and 2023, was as follows (dollars in thousands):

	For the Nine Months Ended September 30,
	2024		2023		$ Change			% Change
United States	$	27,155	$	27,628	$	(473	)		(1.7	)%
International		1,325		1,189		136			11.4	%
Total revenue	$	28,480	$	28,817	$	(337	)		(1.2	)%

Revenue from U.S. sales was $27.2 million and $27.6 million for the nine months ended September 30, 2024 and 2023, respectively. Revenue from U.S. sales as a percentage of our total revenue was consistent period over period, representing 95.3% and 95.9% of our total revenue during the nine months ended September 30, 2024 and 2023, respectively.

Revenue from international sales was $1.3 million and $1.2 million for the nine months ended September 30, 2024 and 2023, respectively. Revenue from international sales as a percentage of our total revenue was also consistent period over period, representing 4.7% and 4.1% of our total revenue during the nine months ended September 30, 2024 and 2023, respectively.

Gross profit

Our gross profit for the nine months ended September 30, 2024 and 2023, was as follows (dollars in thousands):

	For the Nine Months Ended September 30,
	2024			2023			$ Change			% Change
Cost of sales	$	23,377		$	19,856		$	3,521			17.7	%
Gross profit		5,103			8,961			(3,858	)		(43.1	)%
Gross profit %		17.9	%		31.1	%

Gross profit percentage was 17.9% and 31.1% for the nine months ended September 30, 2024 and 2023, respectively. The decrease in gross profit percentage was primarily driven by $2.8 million of non-recurring and non-cash charges related to the disposal of expired inventory and write down of excess inventory created in the second half of 2022 when we increased production to meet high demand. Excluding the $2.8 million of non-recurring and non-cash charges, gross profit for the nine months ended September 30, 2024, would have been 27.6%. The decrease in gross profit was also driven by increased overhead costs, largely depreciation expense following the completion of our new manufacturing facility in the prior year, which were partially offset by reduced headcount.

Operating expenses

Our operating expenses for the nine months ended September 30, 2024 and 2023, were as follows (dollars in thousands):

	For the Nine Months Ended September 30,
	2024		2023		$ Change			% Change
Research and development	$	2,165	$	4,256	$	(2,091	)		(49.1	)%
Sales and marketing		4,763		6,929		(2,166	)		(31.3	)%
General and administrative		17,832		19,426		(1,594	)		(8.2	)%
Amortization of intangible assets		861		860		1			0.1	%
Long-lived assets impairment		—		2,195		(2,195	)		(100.0	)%
Total operating expenses	$	25,621	$	33,666	$	(8,045	)		(23.9	)%

Research and development expenses were $2.2 million and $4.3 million for the nine months ended September 30, 2024 and 2023, respectively. The decrease was primarily driven by reduced headcount and supplies expense.

Sales and marketing expenses were $4.8 million and $6.9 million for the nine months ended September 30, 2024 and 2023, respectively. The decrease was primarily driven by reduced headcount.

General and administrative expenses were $17.8 million and $19.4 million for the nine months ended September 30, 2024 and 2023, respectively. Excluding the one-time, non-recurring charges related to the reduction in workforce of $1.3 million for the nine months ended September 30, 2024 and the non-recurring charges related to the reduction in workforce of $0.7 million and the $0.4 million write off related to ATM Facility costs during the nine months ended September 30, 2023, general and administrative expenses decreased $1.8 million compared to the nine months ended September 30, 2023. The decrease was driven by reduced headcount and spending, primarily on professional fees and insurance, partially offset by increased stock-based compensation expense related to the stock option repricing as well as facility costs. See “Notes to Financial Statements—Note 12. Stock-Based Compensation” for a more detailed discussion of the stock option repricing.

Amortization of intangible assets was consistent at $0.9 million for each of the nine months ended September 30, 2024 and 2023.

We incurred a $2.2 million impairment charge related to long-lived assets for the nine months ended September 30, 2023, with no comparable charges for the nine months ended September 30, 2024. Refer to “Notes to Financial Statements—Note 6—Property, Plant, and Equipment, Net,” in our 2023 Annual Report on Form 10-K for details regarding the impairment.

Other expenses, net

Our other expenses, net for the nine months ended September 30, 2024 and 2023, were as follows (dollars in thousands):

	For the Nine Months Ended September 30,
	2024			2023			$ Change			% Change
Interest expense, net	$	(558	)	$	(1,006	)	$	448			(44.5	)%
Loss on extinguishment of debt		—			(824	)		824			(100.0	)%
Other income, net		—			417			(417	)		(100.0	)%
Total other expenses, net	$	(558	)	$	(1,413	)	$	855			(60.5	)%

Total other expenses, net was $0.6 million and $1.4 million for the nine months ended September 30, 2024 and 2023, respectively. The decrease in total other expenses, net was primarily due to the $0.8 million loss on extinguishment of debt incurred during the nine months ended September 30, 2023 coupled with lower interest capitalized. Additionally, interest expense was lower due to a lower debt balance outstanding despite higher interest rates, partially offset by higher interest income earned on short-term liquid investments. Capitalized interest costs were zero and $0.9 million for the nine months ended September 30, 2024 and 2023, respectively.

(Benefit from) provision for income taxes

Our (benefit from) and provision for income taxes for the nine months ended September 30, 2024 and 2023, was as follows (dollars in thousands):

	For the Nine Months Ended September 30,
	2024			2023			$ Change			% Change
(Benefit from) provision for income taxes	$	(50	)	$	6		$	(56	)		(933.3	)%
Effective tax rate		0.2	%		(0.0	)%

Our benefit from income taxes was not significant for the nine months ended September 30, 2024, and our provision for income taxes was not significant for the nine months ended September 30, 2023. The effective tax rates for the nine months ended September 30, 2024 and 2023 were 0.2% and (0.0)%, respectively. The effective tax rates differ from the federal statutory rate primarily due to operating losses not expected to produce an income tax benefit.

Liquidity and Capital Resources

The primary sources of financing for our operations are our (i) ~~initial public offering, which we completed in June 2021 (IPO) and resulted in net proceeds to us of $99.1 million, (ii)~~ registered direct offering and concurrent private placement completed in September 2023 (collectively, the September 2023 Offerings), which resulted in aggregate gross proceeds of $22.9 million before deducting offering expenses of $0.4 million and the prepayment of $10.0 million owed under the Term Loan as discussed below, and (~~iii~~ii) private placement completed in July 2024 (the July 2024 Offering), which resulted in aggregate gross proceeds of $15.4 million before deducting offering expenses ~~payable~~of by$0.2 ~~the Company~~million.

ToOur ~~facilitate~~principal ~~our~~liquidity ~~expected~~requirements ~~growth,~~are weto ~~have~~fund ~~used~~ our ~~sources~~operations ofand ~~liquidity~~capital toexpenditures. ~~make~~As ~~investments~~of toMarch ~~expand~~31, ~~our~~2025, ~~operations~~we ~~and~~had ~~increase~~$32.7 ~~capacity,~~million ~~and~~in ~~may~~net ~~continue~~working tocapital, dowhich soincluded $26.3 million in ~~the~~cash ~~future.~~and Incash ~~particular,~~equivalents weand ~~have~~short-term ~~completed~~investments. ~~the~~Our ~~build~~material ~~out~~cash ofrequirements ~~our~~from ~~new~~known ~~manufacturing~~contractual ~~facility~~obligations and ~~have~~commitments ~~made~~relate ~~improvements~~primarily to operating leases for our office, manufacturing, warehouse, and distribution facilities at March 31, ~~all~~2025. ~~located~~See in“Notes ~~Hollister~~to Financial Statements—Note 9. Leases,” ~~California~~for a discussion of our lease obligations reflected on our balance sheet.

~~Our~~In ~~principal~~addition ~~liquidity~~to ~~requirements~~our ~~are~~existing tocash ~~fund~~and ~~our~~cash ~~operations~~equivalents and ~~capital~~short-term ~~expenditures.~~investments, ~~During~~our ~~the~~principal ~~three~~source ~~and~~of ~~nine~~liquidity ~~months~~is ~~ended~~our ~~September~~credit 30facility. On March 3, ~~2024~~2025, we ~~incurred~~entered ~~net~~into ~~losses~~the Second Amended and Restated Credit Agreement with MidCap Financial (Midcap) Trust which provides for loan commitments in an aggregate amount of up to $728.6245 million consisting of a $23.245 million senior secured term loan (Term Loan) and a $215.0 million, ~~respectively~~working capital facility (Revolver). InThe ~~addition,~~Amended asTerm Loan consists of ~~September~~the ~~30,~~$12.135 ~~2024,~~million webalance ~~had~~outstanding anunder ~~accumulated~~the ~~deficit~~previous ofterm loan, plus an additional $~~112~~1.8110 million related to the exit fee that would otherwise have been due upon closing of the Second and Amended Restated Term Loan Credit Agreement, as well as an additional tranche of $1210.10 million inthat ~~borrowings~~may ~~outstanding~~become ~~under~~available ~~our~~for ~~Term~~use ~~Loan~~in ~~(defined~~an ~~below)~~acquisition, with MidCap’s consent. AsThe Second Amended and Restated Credit Agreement includes minimum net revenue requirements that are measured on a trailing twelve-month basis and a minimum cash requirement which is constant throughout the term of ~~September~~the 30agreement. For example, ~~2024~~our minimum net revenue requirement for the twelve months ending December 31, we2025, ~~had~~is $3639.20 million. ofThe ~~working~~minimum ~~capital,~~cash ~~which~~requirement ~~included~~is $318.70 million, inwhich includes cash and cash equivalents ~~and~~as well as short-term investments in U.S. Treasuries. See “Notes to Financial Statements—Note 12. Long-term Debt,” for a more detailed discussion of the material terms of our Second Amended and Restated Credit Agreement.

As of September 30, 2024, we had an outstanding principal amount of $12.1 million under a senior secured term loan (the Term Loan) pursuant to Amendment No. 5 to our Credit Agreement with MidCap Financial Trust (MidCap). On March 8, 2024, we entered into limited waivers and amendments (collectively Amendment No. 5, or, as amended, the Amended Credit Agreement) which 21

includes a waiver from MidCap of the revenue covenant violations for each of the periods ending November 30, 2023 and January 31, 2024. Amendment No. 5 also reduced the revenue covenants for future periods up to and including for the twelve months ending December 31, 2024, from $42.0 million to $34.0 million. Amendment No. 5 also removed those requirements for the periods ending January 31, 2025 through December 31, 2025, instead requiring that for each applicable twelve-month period ending after December 31, 2024, our minimum net revenue requirement will be determined by MidCap in its reasonable discretion in consultation with the our senior management and based on financial statements and projections delivered to MidCap in accordance with the financial reporting requirements in the Amended Credit Agreement, so long as the minimum net revenue requirements for those periods shall not be less than the greater of (x) the applicable minimum net revenue requirement for the twelve-month period ending on the last day of the immediately preceding month and (y) $34.0 million. In addition, Amendment No. 5 also removed the advance rate for finished goods inventory in the determination of the borrowing base for the Revolver and increased the minimum cash requirement from $9.0 million to $10.0 million. Under the terms of the Amended Credit Agreement, cash and cash equivalents as well as short-term investments in U.S. Treasuries are included in the determination of the minimum cash covenant. Finally, Amendment No. 5 conditions the next borrowing under the Revolver on the Company achieving net revenue for the preceding twelve-month period of at least $38.0 million down from $45.0 million. See “Notes to Financial Statements—Note 10—Long-term Debt, Net,” for a more detailed discussion of the material terms of our Amended Credit Agreement.

We were in compliance with our financial covenants under the terms of the Amended Credit Agreement as of September 30, 2024. As a result of recent business improvements, benefits from the Amended Credit Agreement, and actions taken by management in the current fiscal year to reduce operating costs, and raise additional capital, management believes that there is no longer substantial doubt about our ability to continue as a going concern for the twelve-month period following the date on which the accompanying unaudited financial statements are being issued. However, debt service requirements in the future require that we continue to execute our plans both in terms of operations and financial results. Additionally, unforeseen events or changes in assumptions may occur and result in material differences between our future financial results or forecasts and the current financial forecast, and those differences could result in management concluding in the future, as it has in the past, that there is substantial doubt about our ability to continue as a going concern based upon the new information.

We also have an ATM Facility under which we may offer and sell, from time to time, shares of our common stock having aggregate gross proceeds of up to $50.0 million. We will pay a commission of up to 3.0% of gross sales proceeds of any common stock sold under the ATM Facility. The aggregate market value of shares eligible for sale under the ATM Facility will be subject to the limitations of General Instruction I.B.6 of Form S-3, to the extent required under such instruction. See “Notes to Financial Statements—Note 11—Stockholder’s Equity,” for a more detailed discussion of the material terms of our ATM Facility.

As of September 30, 2024, our material cash requirements from known contractual obligations and commitments relate primarily to operating leases for our office, manufacturing, warehouse, and distribution facilities. See “Notes to Financial Statements—Note 7—Leases,” for a discussion of our lease obligations reflected on our balance sheet.

The following table sets forth, for the periods indicated, net cash flows used in operating activities, used in investing activities, and used in financing activities (in thousands):

	For the Nine Months Ended September 30,
	For the Three Months Ended March 31,
	2024			2023
	2025			2024
Net cash used in operating activities	$	(114,~~455~~103	)	$	(156,~~922~~558	)
Net cash used in investing activities		(25,861	)		(7,622	)
Net cash provided by investing activities		3,824			13
Net cash provided by financing activities		14,977			13,420
Net cash used in financing activities		(52	)		(343	)
Net decrease in cash and cash equivalents	$	(~~22,339~~331	)	$	(106,~~124~~888	)

Operating Activities

Net cash used in operating activities consists primarily of net loss adjusted for certain non-cash items (including depreciation and amortization, bad debt expense, deferred taxes, loss on disposal of property, plant, and equipment, inventory reserve, amortization of debt issuance costs, and stock-based compensation expense), and the effect of changes in working capital and other activities.

Net cash used in operating activities was $114.51 million for the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025, which primarily consisted of net loss of $214.06 million plus net adjustments for non-cash charges of $122.43 million, offset by net changes in operating assets and liabilities of $21.98 million. The primary non-cash adjustments to net loss included $41.96 million of depreciation and amortization, a $40.~~2 million provision for inventory, $2.~~9 million of stock-based compensation, and $0.34 million ofprovision ~~amortization~~for ofinventory, ~~debt~~partially ~~financing~~offset ~~costs.~~an ~~The~~adjustment ~~main~~to ~~drivers of~~ the ~~changes~~loan inexit ~~operating~~fee ~~assets~~of ~~and liabilities were a~~ $0.95 million, ~~increase~~and inamortization ~~prepaid~~of ~~and~~the ~~other~~discount ~~current~~on ~~assets,~~short-term ainvestments of $0.72 million. ~~decrease~~The main drivers of the changes in ~~accrued~~operating assets and liabilities, were a $01.73 million increase in accounts receivable, a $01.40 million decrease in ~~accounts~~accrued ~~payable~~liabilities, and a $0.32 million increase in inventories, partially offset by a $0.37 million ~~decrease~~increase ~~other~~in ~~non-current~~accounts ~~assets~~payable.

28Net cash used in operating activities was $6.6 million for the three months ended March 31, 2024, which primarily consisted of net loss of $8.1 million plus net adjustments for non-cash charges of $3.0 million, offset by net changes in operating assets and liabilities of $1.5 million. The primary non-cash adjustments to net loss included $1.6 million of depreciation and amortization and $1.3 million of stock-based compensation. The main drivers of the changes in operating assets and liabilities were a $1.7 million decrease in accrued liabilities, and a $0.6 million increase in accounts receivable, partially offset by a $0.5 million decrease in inventories, a $0.2 million decrease in prepaid expenses and other current assets, a $0.1 million increase in accounts payable, and a $0.1 million decrease other non-current assets.

Net cash used in operating activities was $15.9 million for the nine months ended September 30, 2023, which primarily consisted of net loss of $26.1 million plus net adjustments for non-cash charges of $10.8 million, offset by net changes in operating assets and liabilities of $0.6 million. The primary non-cash adjustments to net loss included $4.0 million of depreciation and amortization, $3.1 million of stock-based compensation, a $2.2 million impairment charge related to long-lived assets, $0.8 million loss on extinguishment of debt, and $0.4 million in amortization of debt financing costs. The main drivers of the changes in operating assets and liabilities were a $0.9 million decrease in accounts payable, a $0.7 million increase in accounts receivable, a $0.7 million increase in prepaid expenses and other current assets, partially offset by a $0.8 million increase in accrued liabilities, a $0.6 million decrease in inventories, and a $0.3 million decrease other non-current assets.

Investing Activities

Net cash ~~used~~provided inby investing activities was $253.98 million for the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025, which consisted of ~~purchases~~maturities of short-term investments of $256.40 million, ~~and~~partially offset by purchases of ~~property,~~short-term ~~plant,~~investments ~~and equipment~~ of $02.60 million, ~~partially~~and ~~offset~~purchases byof ~~proceeds~~property, ~~from~~plant, ~~the~~and ~~sale~~equipment of ~~certain long-lived assets of~~ $0.12 million.

Net cash ~~used~~provided inby investing activities was ~~$7.6~~not ~~million~~significant for the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024, ~~which~~as ~~consisted~~proceeds from the sale of certain long-lived assets of $0.1 million were partially offset by purchases of property, plant, and equipment of $0.1 million.

Financing Activities

Net cash used in financing activities was $100.51 million for the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025, which was primarily attributable to ~~net~~payment ~~proceeds~~of ~~from~~exit ~~the~~fee ~~July~~costs ~~2024 Offering~~ of $151.21 million, ~~proceeds~~and ~~from~~repayment of financed insurance premiums of $0.~~4 million and proceeds of $0.~~1 million ~~from the issuance of common stock under our employee stock purchase plan~~, ~~partially~~largely offset by ~~the~~proceeds ~~repayment~~from oflong-term ~~financed~~debt ~~insurance premiums~~ of $01.61 million.

Net cash ~~provided~~used byin financing activities was $130.43 million for the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024, which was primarily attributable to ~~proceeds~~repayments ~~from the September 2023 Offerings~~ of ~~$22.9 million and proceeds from~~ financed insurance premiums ~~of $1~~.0 million, partially offset by repayment of long-term debt of $10.0 million, repayment of financed insurance premiums of $0.3 million and payment of offering costs of $0.4 million related to the ATM Facility. We also received proceeds of $0.1 million from the exercise of stock options and $0.1 million from issuance of common stock under our employee stock purchase plan.

Critical Accounting Policies and Estimates

For a discussion of our critical accounting estimates, refer to "Management’s Discussion and Analysis of Results of Operations and Financial Condition" in Part II, Item 7 and the notes to our financial statements in Part II, Item 8 of our ~~2023~~2024 Annual Report on Form 10-K. See also Note 2, Basis of Presentation and Summary of Significant Accounting Policies, to our condensed financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q. There have been no material changes to our critical accounting estimates since our ~~2023~~2024 Annual Report on Form 10-K.

Emerging Growth Company and Smaller Reporting Company

We qualify as an “emerging growth company” as defined in the JOBS Act. As long as we qualify as an emerging growth company, we may take advantage of certain exemptions from various reporting requirements and other burdens that are otherwise applicable generally to public companies. These provisions include, but are not limited to:

•

reduced obligations with respect to financial data, including presenting only two years of audited financial statements;

•

an exemption from compliance with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act;

•

reduced disclosure about our executive compensation arrangements in our periodic reports, proxy statements, and registration statements; and

•

exemptions from the requirements of holding non-binding advisory votes on executive compensation or golden parachute arrangements.

In addition, under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have elected to avail ourselves of this exemption from adopting new or revised accounting standards, and, therefore, we will not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies or that have opted out of using such extended transition period, which may make comparison of our financial statements with those of other public companies more difficult. We may take advantage of these reporting exemptions until we no longer qualify as an emerging growth company, or, with respect to adoption of certain new or revised accounting standards, until we irrevocably elect to opt out of using the extended transition period.

exemptions until we no longer qualify as an emerging growth company, or, with respect to adoption of certain new or revised accounting standards, until we irrevocably elect to opt out of using the extended transition period.

Under the JOBS Act, we will remain an emerging growth company until the earliest to occur of:

•

the last day of the fiscal year in which we have total annual gross revenues of $1.235 billion or more;

•

the last day of our fiscal year following the fifth anniversary of the date of the closing of our IPO;

•

the date on which we have issued more than $1.0 billion in nonconvertible debt during the previous three years; and

•

the date on which we are deemed to be a “large accelerated filer” under the Securities Exchange Act of 1934, as amended (the Exchange Act) (i.e., the first day of the fiscal year after we have (i) more than $700.0 million in outstanding common equity held by our non-affiliates, measured each year on the last business day of our most recently completed second fiscal quarter, and (ii) been public for at least 12 months).

We are also a “smaller reporting company” as defined in Rule 12b-2 under the Exchange Act. We may continue to be a smaller reporting company even after we are no longer an emerging growth company. We may take advantage of certain of the scaled disclosures available to smaller reporting companies until the fiscal year following the determination that (i) the market value of our voting and non-voting common stock held by non-affiliates equals or exceeds $250.0 million measured on the last business day of our most recently completed second fiscal quarter, and our annual revenues are more than $100.0 million during the most recently completed fiscal year or (ii) the market value of our voting and non-voting common stock held by non-affiliates equals or exceeds $700.0 million measured on the last business day of our most recently completed second fiscal quarter.

Recent Accounting Pronouncements

A description of recent accounting pronouncements that may potentially impact our financial position, results of operations, or cash flows is disclosed in Note 2, Basis of Presentation and Summary of Significant Accounting Policies, to our condensed financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are a smaller reporting company, as defined in Rule 12b-2 under the Exchange Act for this reporting period and are not required to provide the information required under this item.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on the evaluation of our disclosure controls and ~~procedures as of September 30, 2024, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective.~~

procedures as of March 31, 2025, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended ~~September~~March 3031, ~~2024~~2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating the disclosure controls and procedures and internal control over financial reporting, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures and internal control over financial reporting must reflect the fact that there are resource constraints, and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

3024

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

We are not a party to any material legal proceedings at this time. From time to time, we may become involved in various legal proceedings that arise in the ordinary course of business. For example, we may in the future become involved in legal proceedings relating to customers, employees, suppliers, competitors, government agencies, or others. We will evaluate any claims and lawsuits with respect to their potential merits, our potential defenses and counter claims, and the expected effect on us of defending the claims and a potential adverse result. However, the results of any litigation, investigation, or other legal proceedings are inherently unpredictable and potentially expensive. Any claims against us, whether meritorious or not, could be time consuming, result in costly litigation, damage our reputation, require significant amounts of management time, and divert significant resources. If any legal proceedings were to be determined adversely to us, or we were to enter into a settlement arrangement, we could be exposed to monetary damages or limits on our ability to operate our business, which could have an adverse effect on our business, financial condition, and operating results. Information pertaining to loss contingencies, including those arising out of potential legal liabilities and related matters, are described in Note 16,. Contingencies, to our condensed financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

3125

Item 1A. Risk Factors.

While we attempt to identify, manage, and mitigate risks and uncertainties associated with our business to the extent practical under the circumstances, some level of risk and uncertainty will always be present. Item 1A—“Risk Factors” in the ~~2023~~2024 Annual Report on Form 10-K describes some of the risks and uncertainties associated with our business, which we strongly encourage you to review. These risks and uncertainties have the potential to materially affect our business, financial condition, results of operations, cash flows, projected results, and future prospects. Except as set forth below, there have been no material changes in our risk factors from those disclosed in the ~~2023~~2024 Annual Report on Form 10-K.

We have incurred operating losses in the past and may incur losses in the future.

We have incurred operating losses in the past, may incur operating losses in the future and may never achieve or maintain profitability. For the three ~~and nine~~ months ended ~~September~~March 3031, ~~2024~~2025, we incurred net losses of $74.6 million ~~and $21.0 million~~, ~~respectively,~~ and during the three ~~and nine~~ months ended ~~September~~March 3031, ~~2023~~2024, we incurred net losses of $108.~~2 million and $26.~~1 million~~, respectively~~. We have incurred and will continue to incur costs in connection with legal, accounting, and other administrative expenses related to operating as a public company and we expect that our operating expenses will increase modestly with the growth of our business. Since our inception, we have financed our operations primarily through revenue from our products, the sale of our equity securities (including through our June 2021 IPO, September 2023 registered direct offering and private placements, as well as our July 2024 private placements), and debt. While our revenue has generally grown over the last several years, including 2024 compared to 2023, it decreased in 2023 compared to 2022. If our revenue declines or fails to grow at a rate sufficient to offset our operating expenses, we will not be able to achieve and maintain profitability in future periods. We may never be able to generate sufficient revenue to achieve or maintain profitability, and our more recent growth and historical profitability should not be considered predictive of our future performance.

A significant portion of our total outstanding shares of common stock are available for immediate resale and may be sold into the market in the near future. This could cause the market price of our common stock to drop significantly, even if our business is doing well.

Sales of a substantial number of shares of our common stock in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares of common stock intend to sell shares, could reduce the market price of our common stock. All shares sold in our IPO were freely tradable upon such sale without restriction or further registration under the Securities Act, except for any shares held by our affiliates, as that term is defined under Rule 144 of the Securities Act (Rule 144), including our directors, executive officers, and other affiliates (including Telegraph Hill Partners), which may be sold only in compliance with certain limitations. The shares of our common stock issued in the course of our September 2023 registered direct offering and private placements and July 2024 private placements are now freely tradable, subject to the same limitations applicable to our directors, executive officers, and other affiliates (including Telegraph Hill Partners).

As of ~~September~~March 3031, ~~2024~~2025, we have 53,~~302~~437,~~993~~060 shares of common stock outstanding, substantially all of which are held by directors, executive officers, and other affiliates and are subject to volume, manner of sale, and other limitations under Rule 144.

The market price of our stock could decline if the holders of currently restricted shares of common stock sell them or are perceived by the market as intending to sell them. These factors could also make it more difficult for us to raise additional funds through future offerings of our shares of common stock or other securities. In addition, shares of our common stock that are issued pursuant to our equity incentive plans and our Employee Stock Purchase Plan (ESPP) will become eligible for sale in the public market, subject to provisions relating to various vesting agreements, lock-up agreements, and Rule 144, as applicable.

As of ~~September~~March 3031, ~~2024~~2025, there were ~~312~~308,~~174~~449, 1,~~529~~527,~~495~~105 and 23,~~265~~443,~~572~~887 shares of common stock reserved for issuance pursuant to outstanding stock option awards under the 2016 Stock Plan, as amended (2016 Plan), the 2020 Equity Incentive Plan, as amended (2020 Plan) and the 2021 Equity Incentive Plan (2021 Plan), respectively. In addition, the 2021 Plan and the ESPP provide for annual automatic increases in the number of shares reserved thereunder. As of January 1, ~~2024~~2025, a total of 46,~~825~~963,~~264~~260 and ~~976~~1,~~045~~207,030 shares of common stock were available and have been reserved for future issuance under the 2021 Plan and our ESPP, respectively. In the future, we may also issue our securities in connection with investments or acquisitions. The amount of shares of our common stock issued in connection with an investment or acquisition could constitute a material portion of our then-outstanding shares of our common stock. Any issuance of additional securities in connection with investments or acquisitions may result in additional dilution to you.

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We face risks arising from our recent and possible future workforce reductions, including adverse effects on employee morale, risks to our ability to meet customer demand with adequate turnaround times, and uncertainty around our ability to achieve anticipated cost savings from the workforce reductions.

During the roughly twelve-month period from February 2023 to January 2024, we undertook two strategic reductions in our workforce designed both to align the costs of our business with our near-term revenue expectations and to create operational and management-level efficiencies. These workforce reductions may result in unintended consequences, such as attrition beyond the intended number of employees, reduced morale among our remaining employees, and the loss of institutional knowledge and expertise. In addition, while we have eliminated positions, we might not successfully distribute the duties and obligations of our former employees among our remaining employees. The reductions in workforce could also make it difficult for us to pursue, or prevent us from pursuing, new opportunities and initiatives due to insufficient personnel, or require us to incur additional and unanticipated costs to hire new personnel to pursue such opportunities or initiatives.

We cannot provide assurance that we will not undertake additional workforce reductions or that we will be able to realize the cost savings and other anticipated benefits from our previous or any future workforce reductions. In addition, our previous and any future workforce reductions may adversely affect our ability to respond rapidly to any new product, growth, or revenue opportunities, to meet customer demand with adequate turnaround times, and otherwise to execute on our business plans. Additionally, reductions in workforce may make it more difficult to recruit and retain new employees. If we need to increase the size of our workforce in the future, we may encounter a competitive hiring market due to labor shortages, increased employee turnover, changes in the availability of workers, and increased wage costs.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

(a)

Unregistered Sales of Equity Securities

There were no sales of equity securities sold during the period covered by this Quarterly Report that were not registered under the Securities Act and were not previously reported in a Current Report on Form 8-K filed by the CompanyNone.

(b)

Use of Proceeds from Initial Public Offering of Common Stock

Not applicable.

(c)

Repurchases

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

~~None.~~Rule 10b5-1 Trading Plans

On March 12, 2025, Martha J. Demski, a member of our board of directors, adopted a Rule 10b5-1 trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. Sales may commence under the plan on June 27, 2025, and the plan terminates on December 27, 2025, subject to earlier termination in accordance with its terms. The maximum number of securities to be sold under the plan is 8,000 shares of common stock. Ms. Demski established the plan to support the sale of shares to satisfy tax obligations arising from the vesting of equity awards issued to her by the Company.

None of our other officers or directors (as defined in Rule 16a-1(f) under the Exchange Act) adopted, modified, or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (as each term is defined in Item 408 of Regulation S-K), during the quarter ended March 31, 2025.

Item 6. Exhibits.

ExhibitNumber		Description
3.1		Amended and Restated Certificate of Incorporation of Alpha Teknova, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on June 29, 2021).
3.2		Amended and Restated Bylaws of Alpha Teknova, Inc. (incorporated by reference to Exhibit 3.2 to the Registrant’sCurrent Report on Form 8-K filed with the SEC on June 29, 2021).
4.1		Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statementon Form S-1 (File No. 333-256795 filed with the SEC on June 21, 2021).
4.2		Investors’ Rights Agreement, dated as of January 14, 2019, by and among Alpha Teknova, Inc., and certain of itsstockholders (incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-1 (File No.333-256795) filed with the SEC on June 4, 2021).
4.3		Common Warrant to Purchase Common Stock of Alpha Teknova, Inc. issued to MidCap Funding XXVII on March 8, 2024 (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on March 11, 2024).
10.1	§	Second Amended and Restated Credit and Security Agreement (Term Loan), dated as of March 3, 2025, by and among Alpha Teknova, Inc. and MidCap Financial Trust, as agent and as a lender, and the additional lenders from time to time party thereto (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed with the SEC on March 4, 2025).
10.1	§	Limited Waiver and Amendment No. 5 dated as of March 8, 2024, to the Amended and Restated Credit and Security Agreement (Term Loan), dated as of May 10, 2022, and as amended on November 8, 2022, March 28, 2023, July 13, 2023, and September 19, 2023, by and among Alpha Teknova, Inc. and MidCap Financial Trust, as agent and as a lender, and the additional lenders from time to time party thereto (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on March 11, 2024).
10.2	§	Second Amended and Restated Credit and Security Agreement (Revolving Loan), dated as of March 3, 2025, by and among Alpha Teknova, Inc. and MidCap Financial Trust, as agent and as a lender, and the additional lenders from time to time party thereto (incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on Form 8-K filed with the SEC on March 4, 2025).
10.2	§	Limited Waiver and Amendment No. 5 dated as of March 8, 2024, to the Amended and Restated Credit and Security Agreement (Revolving Loan), dated as of May 10, 2022, and as amended November 8, 2022, March 28, 2023, July 13, 2023, and September 19, 2023, by and among Alpha Teknova, Inc. and MidCap Financial Trust, as agent and as a lender, and the additional lenders from time to time party thereto (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on March 11, 2024).
10.3	§	Form of Securities Purchase Agreement, dated July 11, 2024 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 12, 2024).
10.4	§	Form of Registration Rights Agreement, dated July 11, 2024 (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on July 12, 2024).
31.1	*	Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

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31.2	*	Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	*	Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL 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 (embedded within the Inline XBRL document)

* Filed herewith.

§ Non-material schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Registrant hereby undertakes to furnish supplemental copies of any of the omitted Schedules and exhibits upon request by the SEC.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	ALPHA TEKNOVA INC.
Date: November 8, 2024	By:	/s/ STEPHEN GUNSTREAM
Date: May 9, 2025	By:	/s/ STEPHEN GUNSTREAM
		Stephen Gunstream
		President and Chief Executive Officer (Principal Executive Officer)
Date: November 8, 2024	By:	/s/ MATTHEW LOWELL
Date: May 9, 2025	By:	/s/ MATTHEW LOWELL
		Matthew Lowell
		Chief Financial Officer(Principal Financial Officer)

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