UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


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

For the quarterly period ended ~~March~~June 3130, 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 001-40797

PROCEPT BioRobotics Corporation

(Exact name of registrant as specified in its charter)


Delaware			26-0199180
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

150 Baytech Drive	San Jose	CA	95134
(Address of Principal Executive Offices)			(Zip Code)

(650) 232-7200

(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, $0.00001 par value per share	PRCT	Nasdaq Global Market

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 Interactive Data File required to be submitted and posted 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 and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

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

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

The registrant had outstanding 55,~~328~~635,~~668~~941 shares of common stock as of ~~April~~July 2531, 2025.

PROCEPT BioRobotics Corporation

Form 10-Q – QUARTERLY REPORT

For the Quarter Ended ~~March~~June 3130, 2025

TABLE OF CONTENTS

		Page
Part I. Financial Information
Item 1.	Condensed Consolidated Financial Statements (unaudited)	4
	Condensed Consolidated Balance Sheets	4
	Condensed Consolidated Statements of Operations and Comprehensive Loss	5
	Condensed Consolidated Statements of Stockholders’ Equity	6
	Condensed Consolidated Statements of Cash Flows	7
	Notes to Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1820
Item 3.	Quantitative and Qualitative Disclosure About Market Risk	2628
Item 4.	Controls and Procedures	2629
Part II. Other Information
Item 1.	Legal Proceedings	2730
Item 1A.	Risk Factors	2730
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2830
Item 3.	Defaults Upon Senior Securities	2830
Item 4.	Mine Safety Disclosures	2830
Item 5.	Other Information	2830
Item 6.	Exhibits	2932
	Signatures

__________________

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements. All statements other than statements of historical facts contained in this Quarterly Report are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “can”, “will,” “would,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential,” or “continue” or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words. All statements other than statements of historical facts contained in this Quarterly Report, including without limitation statements regarding our business model and strategic plans for our products, technologies and business, including our implementation thereof, the timing of and our ability to obtain and maintain regulatory approvals, our commercialization, marketing and manufacturing capabilities and strategy, our expectations about the commercial success and market acceptance of our products, the sufficiency of our cash, cash equivalents and short-term investments, and the plans and objectives of management for future operations and capital expenditures are forward-looking statements.

The forward-looking statements in this Quarterly Report are only predictions and are based largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements speak only as of the date of this Quarterly Report and are subject to a number of known and unknown risks, uncertainties, and assumptions, including those described under the sections in this Quarterly Report entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Quarterly Report. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties, and assumptions, the future events and trends discussed in this Quarterly Report may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely upon these forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, performance, or achievements. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise. We intend the forward-looking statements contained in this Quarterly Report to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

PROCEPT BioRobotics Corporation

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except per share data)

(unaudited)

March 31,

December 31,

June 30,

December 31,

2025

2024

Assets

Current assets:

Cash and cash equivalents

~~316~~302,~~207~~717

333,725

Accounts receivable, net

7980,~~267~~817

83,496

Inventory

6267,~~330~~032

56,168

Prepaid expenses and other current assets

7,~~987~~501

8,453

Total current assets

~~465~~458,~~791~~067

481,842

Restricted cash, non-current

3,038

Property and equipment, net

28,~~127~~602

26,709

Operating lease right-of-use assets, net

18,~~605~~260

18,941

Intangible assets, net

~~864~~795

932

Other assets

24,~~950~~292

2,555

Total assets

~~519~~513,~~375~~054

534,017

Liabilities and Stockholders' Equity

Current liabilities:

Accounts payable

1411,~~827~~783

10,032

Accrued compensation

1416,~~976~~302

21,537

Deferred revenue

9,~~799~~889

9,565

Operating lease, current

12,~~983~~059

1,910

Loan facility liability

~~2,000~~—

2,000

Other current liabilities

89,~~479~~694

8,089

Total current liabilities

5249,~~064~~727

53,133

Long-term debt

51,~~498~~524

51,472

Operating lease, non-current

2625,~~332~~784

26,868

Other liabilities

~~324~~223

324

Total liabilities

~~130~~127,~~218~~258

131,797

Commitments and contingencies (see Note 11)

Stockholders’ equity:

Preferred stock, $0.00001 par value;

Authorized shares: 10,000 at March 31, 2025 and December 31, 2024

Authorized shares: 10,000 at June 30, 2025 and December 31, 2024

Issued and outstanding shares: none at March 31, 2025 and December 31, 2024

—

Issued and outstanding shares: none at June 30, 2025 and December 31, 2024

—

Common stock, $0.00001 par value;

Authorized shares: 300,000 at March 31, 2025 and December 31, 2024

Authorized shares: 300,000 at June 30, 2025 and December 31, 2024

Issued and outstanding shares: 55,278 and 54,718 at March 31, 2025 and December 31, 2024, respectively

—

Issued and outstanding shares: 55,577 and 54,718 at June 30, 2025 and December 31, 2024, respectively

—

Additional paid-in capital

~~959~~976,~~656~~240

948,091

Accumulated other comprehensive gain

~~223~~(144)

114

Accumulated deficit

(~~570~~590,~~722~~300)

(545,985)

Total stockholders’ equity

~~389~~385,~~157~~796

402,220

Total liabilities and stockholders’ equity

~~519~~513,~~375~~054

534,017

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

PROCEPT BioRobotics Corporation

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(in thousands, except per share data)

(unaudited)

	Three Months Ended March 31,
	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Revenue	$	6979,~~162~~182	$	4453,~~539~~353	$	148,344	$	97,892
Cost of sales	2527,~~001~~436		1921,~~505~~871		52,437		41,376
Gross profit	4451,~~161~~746		2531,~~034~~482		95,907		56,516
Operating expenses:
Research and development	1617,~~402~~632		1317,~~084~~501		34,034		30,585
Selling, general and administrative	5556,~~197~~303		3940,~~599~~809		111,499		80,408
Total operating expenses	7173,~~599~~935		5258,~~683~~310		145,533		110,993
Loss from operations	(2722,~~438~~189)		(2726,~~649~~828)		(49,626)		(54,477)
Interest expense	(~~877~~895)		(1,~~045~~030)		(1,773)		(2,075)
Interest and other income, net	3,~~578~~506		2,~~737~~232		7,083		4,969
Net loss	$	(2419,~~737~~578)	$	(25,~~957~~626)	$	(44,316)	$	(51,583)
Net loss per share, basic and diluted	$	(0.4535)	$	(0.5150)	$	(0.80)	$	(1.01)
Weighted-average common shares used to
compute net loss per share attributable to
common shareholders, basic and diluted	5455,~~917~~445		51,~~011~~622		55,182		51,316
Other comprehensive loss:
Foreign currency translation adjustment	~~109~~(367)		—		(258)		—
Unrealized gain on cash equivalents	—		29(114)		—		(85)
Comprehensive loss	$	(2419,~~628~~945)	$	(25,~~928~~740)	$	(44,574)	$	(51,668)

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

PROCEPT BioRobotics Corporation

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands)

(unaudited)

	Common Stock			AdditionalPaid-inCapital		AccumulatedOtherComprehensive Gain (Loss)		AccumulatedDeficit		TotalStockholders'Equity
	Shares	Amount
Balance at December 31, 2024	54,718	$	—	$	948,091	$	114	$	(545,985)	$	402,220
Issuance of common stock under stock plans	560	—		1,298		—		—		1,298
Stock-based compensation expense	—	—		10,267		—		—		10,267
Foreign currency translation adjustment	—	—		—		109		—		109
Net loss	—	—		—		—		(24,737)		(24,737)
Balance at March 31, 2025	55,278	$—	—	$959,656	~~959,656~~	$223	~~223~~	$(570,722)	~~(570,722)~~	$389,157	~~389,157~~
Balance at December 31, 2023	50,771	$	—	$	735,240	$	84	$	(454,572)	$	280,752
Issuance of common stock under stock plans	299	—		4,377		—		—		4,377
Issuance of common stock under stock plans	622	—		2,586		—		—		2,586
Stock-based compensation expense	—	—		12,207		—		—		12,207
Stock-based compensation expense	—	—		6,637		—		—		6,637
Foreign currency translation adjustment	—	—		—		(367)		—		(367)
Unrealized gain on cash equivalents	—	—		—		29		—		29
Net loss	—	—		—		—		(19,578)		(19,578)
Net loss	—	—		—		—		(25,957)		(25,957)
Balance at June 30, 2025	55,577	$	—	$	976,240	$	(144)	$	(590,300)	$	385,796
Balance at March 31, 2024	51,393	$	—	$	744,463	$	113	$	(480,529)	$	264,047


	Common Stock			Additional Paid-in Capital		Accumulated Other Comprehensive Gain (Loss)		Accumulated Deficit		Total Stockholders' Equity
	Shares	Amount
Balance at December 31, 2023	50,771	$	—	$	735,240	$	84	$	(454,572)	$	280,752
Issuance of common stock under stock plans	622	—		2,586		—		—		2,586
Stock-based compensation expense	—	—		6,637		—		—		6,637
Unrealized gain (loss) on cash equivalents	—	—		—		29		—		29
Net loss	—	—		—		—		(25,957)		(25,957)
Balance at March 31, 2024	51,393	$	—	744,463		113		(480,529)		264,047
Issuance of common stock under stock plans	507	—		5,296		—		—		5,296
Stock-based compensation expense	—	—		8,176		—		—		8,176
Unrealized gain (loss) on cash equivalents	—	—		—		(114)		—		(114)
Net loss	—	—		—		—		(25,626)		(25,626)
Balance at June 30, 2024	51,900	$	—	$	757,935	$	(1)	$	(506,155)	$	251,779

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

PROCEPT BioRobotics Corporation

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

	Three Months Ended March 31,
	Six Months Ended June 30,
	2025		2024
Cash flows from operating activities:
Net loss	$	(2444,~~737~~316)	$	(2551,~~957~~583)
Adjustments to reconcile net loss to cash used in operating activities:
Depreciation and amortization	13,~~475~~063		12,~~184~~453
Stock-based compensation expense	1022,~~108~~271		614,~~256~~242
Change in fair value of derivative liability	—		2856
Non-cash lease adjustment	(~~127~~254)		(96191)
Provision for credit losses	300		—
Inventory write-down	490		905
Inventory write-down	330		—
Provision for credit losses	900		—
(Gain) loss on foreign currency transactions	(348)		—
Changes in operating assets and liabilities:
Accounts receivable, net	31,~~929~~223		(710,~~706~~541)
Inventory	(611,~~282~~068)		(14,~~486~~280)
Prepaid expenses and other current assets	~~576~~1,089		~~(679)~~110
Other assets	(~~395~~1,165)		(~~241~~174)
Accounts payable	31,~~754~~504		(21,~~311~~967)
Accrued compensation	(65,~~561~~248)		(52,~~417~~003)
Accrued interest expense	2552		3266
Deferred revenue	235		205
Loan facility liability	(2,000)		—
Deferred revenue	223		858
Reimbursements for leasehold improvements from operating leases	—		2,596
Other liabilities	~~390~~1,561		1,~~306~~431
Net cash used in operating activities	(1632,~~980~~023)		(3248,~~286~~022)
Cash flows from investing activities:
Purchases of property and equipment	(14,~~836~~638)		(12,~~946~~989)
Net cash used in investing activities	(14,~~836~~638)		(12,~~946~~989)
Cash flows from financing activities:
Proceeds from issuance of common stock from the exercise of stock options	12,~~298~~171		25,~~586~~759
Net cash provided by financing activities	1,298		2,586
Proceeds from issuance of common stock under employee stock purchase plan	3,505		2,123
Net decrease in cash, cash equivalents and restricted cash	(17,518)		(31,646)
Net cash provided by financing activities	5,676		7,882
Effect of exchange rates on cash, cash equivalents and restricted cash	(23)		—
Net decrease in cash, cash equivalents and restricted cash	(31,008)		(43,129)
Cash, cash equivalents and restricted cash
Beginning of the period	336,763		260,260
End of the period	$	~~319~~305,~~245~~755	$	~~228~~217,~~614~~131
Reconciliation of cash, cash equivalents and restricted cash to balance sheets:
Cash and cash equivalents	$	~~316~~302,~~207~~717	$	~~225~~214,~~576~~093
Restricted cash	3,038		3,038
Cash, cash equivalents and restricted cash in balance sheets	$	~~319~~305,~~245~~755	$	~~228~~217,~~614~~131
Supplemental cash flow information
Interest paid	$	~~885~~1,754	$	12,~~004~~035
Non-cash investing and financing activities
Transfer of evaluation or rental units from inventory to property and equipment, net	$	—	$	177
Property and equipment included in accounts payable and accrued expenses	$	613	$	81
Property and equipment included in accounts payable and accrued expenses	$	1,388	$	559

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

PROCEPT BioRobotics Corporation

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1. Organization

Description of Business

PROCEPT BioRobotics Corporation, or the Company, was incorporated in the state of California in 2007 and its headquarters are located in San Jose, California. In April 2021, the Company re-incorporated in the state of Delaware. The Company received U.S. Food and Drug Administration clearance in December 2017 to market its AquaBeam® Robotic System, an automated surgical robot providing tissue removal for the treatment of benign prostatic hyperplasia, a prostate gland enlargement condition. On August 20, 2024, the Company received 510(k) clearance from the FDA for its next generation robot system, HYDROS Robotic System.

2. Summary of Significant Accounting Policies

Basis of Preparation

The condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles, or U.S. GAAP, and pursuant to the rules and regulations of the United States Securities and Exchange Commission or SEC. These condensed consolidated financial statements include the accounts of the Company and its consolidated subsidiaries. All intercompany balances and transactions have been eliminated upon consolidation.

Unaudited Interim Financial Statements

The accompanying balance sheet as of ~~March~~June 3130, 2025, the statements of operations and comprehensive loss and cash flows for the three and six months ended ~~March~~June 3130, 2025 and 2024, and the statements of stockholders’ equity as of ~~March~~June 3130, 2025 and 2024, are unaudited. The financial data and other information disclosed in these notes to the financial statements related to ~~March~~June 3130, 2025, and the three and six months ended ~~March~~June 3130, 2025 and 2024, are also unaudited. The accompanying balance sheet as of December 31, 2024 has been derived from the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K (“Annual Report”) filed with the Securities and Exchange Commission.

The unaudited interim financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to a fair statement of the Company’s financial position as of ~~March~~June 3130, 2025, and the results of its operations and cash flows for the three and six months ended ~~March~~June 3130, 2025 and 2024. The results for the three and six months ended ~~March~~June 3130, 2025, are not necessarily indicative of results to be expected for the year ending December 31, 2025, or for any other interim period or for any future year and should be read in conjunction with the annual consolidated financial statements included in the Company’s Annual Report.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts and disclosures reported in the condensed consolidated financial statements. Management uses significant judgment when making estimates related to its allowance for credit losses, excess and obsolete inventory reserves, stock-based compensation expense, right-of-use lease asset, lease liability, as well as certain accrued liabilities. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ from those estimates.

Recent Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which includes amendments that further enhance income tax disclosures, primarily through standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. The amendments are effective for all public entities for fiscal years beginning after December 15, 2024. The ASU should be applied either prospectively or retrospectively. The Company plans to adopt the ASU and related updates ~~with~~in the year ending December 31, 2025. The adoption of this ASU is not expected to have a material impact on its financial statement disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. In January 2025, the FASB issued ASU 2025-01, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. The ~~ASU’s~~ASUs require public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is evaluating the impact this ASU will have on its financial statement disclosures.

3. Fair Value Measurements

The following is a summary of assets and liabilities measured at fair value on a recurring basis (in thousands):

	March 31, 2025								December 31, 2024
	June 30, 2025								December 31, 2024
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Cash and cash equivalents:
Cash	$	1113,~~658~~031	$	—	$	—	$	1113,~~658~~031	$	10,961	$	—	$	—	$	10,961
Cash equivalents	~~304~~289,~~549~~686		—		—		~~304~~289,~~549~~686		322,764		—		—		322,764
Total cash and cash equivalents	$	~~316~~302,~~207~~717	$	—	$	—	$	~~316~~302,~~207~~717	$	333,725	$	—	$	—	$	333,725

Cash equivalents consist primarily of money market deposit funds.

The carrying value of the Company’s long-term debt approximates fair value as the debt bears interest at variable SOFR rates at June 30, 2025 and 2024, which is observable at commonly quoted intervals for the full term of the loan, and therefore, is considered a Level 2 item in the fair value hierarchy.

4. Balance Sheet Components

Allowance for credit losses (in thousands):

	March 31,		December 31,
	June 30,		December 31,
	2025		2024
Beginning balance	$	840	$	—
Net changes during the period	~~300~~900		840
Ending balance	$	1,~~140~~740	$	840

Inventory (in thousands):

	March 31,		December 31,
	2025		2024
Raw materials	$	19,199	$	18,189
Work-in-process	10,898		11,452
Finished goods	32,233		26,527
Total inventory	$	62,330	$	56,168

Property and equipment, net, (in thousands):

	March 31,		December 31,
	June 30,		December 31,
	2025		2024
Manufacturing and computer equipment, and furniture and fixtures	$	20,660	$	19,683
Raw materials	$	17,080	$	18,189
Laboratory equipment	2,125		1,509
Work-in-process	12,960		11,452
Rental equipment	533		597
Finished goods	36,992		26,527
Leasehold improvements	12,488		12,488
Total inventory	$	67,032	$	56,168
Construction in progress	1,498		262
Total property and equipment	37,304		34,539
Less: accumulated depreciation and amortization	(9,177)		(7,830)
Total property and equipment, net	$	28,127	$	26,709

Property and equipment, net, (in thousands):


	June 30,		December 31,
	2025		2024

Manufacturing and computer equipment, and furniture and fixtures	$	21,265	$	19,683
Laboratory equipment	3,162		1,509
Rental equipment	458		597
Leasehold improvements	12,488		12,488
Construction in progress	1,876		262
Total property and equipment	39,249		34,539
Less: accumulated depreciation and amortization	(10,647)		(7,830)
Total property and equipment, net	$	28,602	$	26,709

Deferred commission costs, (in thousands):

	March 31,		December 31,
	June 30,		December 31,
	2025		2024
Reported as:
Prepaid expenses and other current assets	$	~~421~~411	$	357
Other assets	$	~~776~~824	$	840

5. Long-Term Debt

Term Loan Facility

In October 2022, the Company entered into a loan and security agreement (as amended, “the Agreement”) with Canadian Imperial Bank of Commerce, or CIBC. The Agreement provides for a senior secured term loan facility in the aggregate principal amount of $52.0 million (the "Term Loan Facility") which was borrowed in full.

The Term Loan Facility is scheduled to mature on the fifth anniversary of the closing date (the “Maturity Date”). The Agreement provides for interest-only payments on the Term Loan Facility for the first thirty-six months following the Closing Date, or the Initial Interest-Only Period. The Initial Interest-Only Period will be extended to an additional twelve months if the Company achieves either (i) $200.0 million or greater in revenue in any twelve-month period or (ii) $0 or greater in EBITDA in any six-month period. Thereafter, amortization payments on the Term Loan Facility will be payable monthly until the Maturity Date in monthly installments equal to 20% of the then outstanding principal amount of the Term Loan Facility divided by 12 plus any accrued and unpaid interest. The Company has the option to prepay the Term Loan Facility without any prepayment charge or fee. ~~The Company achieved the twelve-month revenue target as of December 31, 2024.~~

The loan borrowed under the Term Loan Facility bears interest at an annual rate equal to the secured overnight financing rate or SOFR (calculated based on an adjustment of .10%, .15% and .25%, respectively, for one-month, three-month or six-month term SOFR as of a specified date, subject to a floor of 1.5%) plus an applicable margin of 2.25%. The weighted-average interest rate for the periods ending ~~March~~June 3130, 2025 and 2024 were 6.6%, and 7.87%, respectively.

The obligations under the Loan Agreement are secured by substantially all of the Company's assets, including its intellectual property and by a pledge all of the Company's equity interests in its U.S. subsidiaries and 65% of the Company's equity interests in its non-U.S. subsidiaries that are directly owned by the Company. In June 2023, the Term Loan Facility was amended to lower the amount the Company is obligated to maintain in deposit accounts held at the lender to the lesser of (i) $90.0 million or (ii) all of its non-operating cash and allow the Company to maintain cash or cash equivalents in excess of that amount with other financial institutions. Under the Loan Agreement, if the Company maintains less than $100.0 million in available cash, then the Company is required to meet either one of two financial covenants: a minimum unrestricted cash covenant or a minimum revenue and

In August 2025, the Company entered into a second amendment to the Agreement (the “Second Amendment”), which, among other things, modified the repayment terms such that the entire principal amount outstanding is now due on the Maturity Date, replacing the prior repayment schedule of interest-only payments followed by monthly

~~growth~~principal ~~covenant~~amortization payments. IfAdditionally, the Second Amendment modified the Company’s ~~maintains~~minimum cash holdings requirement at ~~least~~CIBC as follows: (a) if the Company’s cash and cash equivalents is less than $~~100~~50.0 million, inthen ~~available~~the Company is required to maintain 100% of its cash and cash equivalents at CIBC; or (b) if the Company’s cash and cash equivalents is greater than or equal to $50.0 million, then itthe Company is ~~not~~ required to ~~meet~~maintain ~~such~~the ~~financial~~greater ~~covenants~~of $50.0 million Asor 50% of ~~March 31,~~its ~~2025~~cash and cash equivalents at CIBC, ~~the~~with ~~Company~~amounts ~~was~~exceeding $50.0 million permitted to be held outside of CIBC in ~~compliance~~collateral ~~with~~accounts ~~all~~managed ~~debt~~by ~~covenants~~CIBC. See Note 13 for additional details.

Under the Loan Agreement, if the Company maintains less than $100.0 million in available cash, then the Company is required to meet either one of two financial covenants: a minimum unrestricted cash covenant or a minimum revenue and growth covenant. If the Company maintains at least $100.0 million in available cash, then it is not required to meet such financial covenants. As of June 30, 2025, the Company was in compliance with all debt covenants.

Future minimum annual debt repayments are as follows (in thousands):

Fiscal Year	Amount
2026	~~8,667~~—
2027	4352,~~333~~000
Total minimum payments	52,000
Less: amount representing unamortized debt discount	(~~502~~476)
Present value of future payments	$	51,~~498~~524

InLoan ~~connection~~Facility with the Company’s previous loan facility, the Company is obligated to pay a fee upon the earlier occurrence of a defined liquidity event, including but not limited to, a merger or sale of our assets or voting stock, or achieving a $200.0 million trailing 12 months revenue target, in each case, by September 2029. At December 31, 2024, the Company achieved the 12 month revenue target. As a result, the loan facility liability became due and will no longer be revalued. The Company has recorded the amount due as a current liability in the Company’s condensed consolidated balance sheets.Liability

In connection with the Company’s previous loan facility, the Company is obligated to pay a fee upon the earlier occurrence of a defined liquidity event, including but not limited to, a merger or sale of our assets or voting stock, or achieving a $200.0 million trailing 12 months revenue target, in each case, by September 2029. At December 31, 2024, the Company achieved the 12 months revenue target. As a result, the loan facility liability became due and will no longer be revalued. During the period ended June 30, 2025, the outstanding balance was paid in full.

6. Leases

Facility Lease

In December 2021, the Company entered into a lease for two existing buildings, comprising approximately 158,221 square feet of space, located in San Jose, California. The lease commenced in July 2022, and will continue for 122 months following thereafter, with two five year options to extend the term of the lease.

Rent expense recognized under the lease, including additional rent charges for utilities, parking, maintenance, and real estate taxes, was $1.65 million ~~for~~and ~~both~~$1.8 million for the three months ended ~~March~~June 3130, 2025 and 2024, and $3.1 million and $3.4 million for the six months ended June 30, 2025 and 2024.

Future minimum annual operating lease are as follows (in thousands):

As of March 31, 2025	Amount
As of June 30, 2025	Amount
2025	$	32,~~222~~148
2026	4,426
2027	4,808
2028	4,952
2029	5,101
Thereafter	17,197
Total minimum payments	3938,~~706~~632
Less: amount representing interest/unamortized debt discount	(1110,~~391~~789)
Present value of future payments	2827,~~315~~843
Less: current portion	(12,~~983~~059)
Non-current portion	$	2625,~~332~~784

As of ~~March~~June 3130, 2025 and December 31, 2024, the Company’s security deposit is in the form of, and recorded as, restricted cash.

Lessor Information for Robotic Systems

Contractual maturities of gross lease receivables as of ~~March~~June 3130, 2025 are as follows (in thousands):

Fiscal Year	Amount
2025	$	~~407~~343
2026	~~616~~931
2027	~~494~~809
2028	~~494~~809
2029 and thereafter	~~476~~1,053
Total	$	23,~~487~~945

Leases receivable relating to sales-type lease arrangements are presented on the Company’s consolidated balance sheets as follows (in thousands):


	June 30,		December 31,
	2025		2024

Gross receivables	$	3,945	$	2,097
Unearned interest income	(790)		(426)
Net investment in sales-type leases	$	3,155	$	1,671

	March 31,		December 31,
	2025		2024
Reported as:
Accounts receivable	$	97	$	157
Other assets	2,018		1,514
Net investment in sales-type leases	$	2,115	$	1,671

	March 31,		December 31,
	2025		2024
Gross receivables	$	2,487	$	2,097
Unearned interest income	(372)		(426)
Net investment in sales-type leases	$	2,115	$	1,671

The components of income from sales-type leases are as follows:

	Three Months Ended March 31,
	2025		2024
Sales-type lease revenue	$	—	$	—
Interest income	$	38	$	8


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024			2025		2024

Sales-type lease revenue	$	1,213	$	—		$	1,213	$	—
Interest income	$	38	$	8		$	76	$	16

Leases receivable relating to sales-type lease arrangements are presented on the Company’s consolidated balance sheets as follows (in thousands):


	June 30,		December 31,
	2025		2024

Reported as:
Accounts receivable	$	400	$	157
Other assets	2,755		1,514
Net investment in sales-type leases	$	3,155	$	1,671

7. Stock-Based Compensation

Total stock-based compensation recognized, before taxes, are as follows (in thousands):

	Three Months Ended March 31,
	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Cost of sales	$	2,~~187~~229	$	1,~~312~~686	$	4,416	$	2,998
Research and development	23,~~525~~000		12,~~212~~088		5,526		3,300
Sales, general and administrative	68,~~569~~070		45,~~579~~149		14,638		9,728
Stock-based compensation capitalized in inventory	(1,~~173~~136)		(~~847~~937)		(2,309)		(1,784)
Total stock-based compensation	$	1012,~~108~~163	$	67,~~256~~986	$	22,271	$	14,242

Stock Options

The Company had 8.7 million shares available for grant as of ~~March~~June 3130, 2025 under the 2021 Equity Incentive Award Plan, or 2021 Plan.

A summary of the Company’s stock option activity and related information are as follows (options in thousands):

Three Months Ended

Six Months Ended

March 31, 2025

June 30, 2025

Number of Shares

Weighted-Average Exercise Price

Outstanding, beginning of period

3,795

11.56

Granted

99149

60.6023

Exercised

(~~149~~300)

87.7322

Forfeited

(124)

833.7668

Outstanding, end of period

3,~~744~~620

1213.9780

Vested and expected to vest

3,~~744~~620

1213.9780

Exercisable

3,~~264~~216

89.5752

As of ~~March~~June 3130, 2025 and December 31, 2024, the aggregate pre-tax intrinsic value of options outstanding and exercisable was $~~162~~154.38 million and $239.7 million, respectively, and the aggregate pre-tax intrinsic value of options outstanding were $~~170~~159.02 million and $261.7 million, respectively. The aggregate pre-tax intrinsic value of options exercised was $816.75 million and $1434.57 million during the ~~three~~six months ended ~~March~~June 3130, 2025 and 2024, respectively.

As of ~~March~~June 3130, 2025, there was a total of $10.74 million of unrecognized stock-based compensation expense related to stock options.

The fair value of the options granted to employees or directors was estimated as of the grant date using the Black-Scholes model assuming the weighted-average assumptions listed in the following table:

	Three Months Ended March 31,
	Three Months Ended June 30,						Six Months Ended June 30,
	2025			2024			2025			2024
Expected life (years)	65.08			65.06			6.0			6.0
Expected volatility	5856		%	57		%	57		%	57		%
Risk-free interest rate	4.01		%	4.14		%	4.0		%	4.1		%
Expected dividend rate	—		%	—		%	—		%	—		%
Weighted-average fair value	$	3533.0046		$	2635.9857		$	34.48		$	28.28

Restricted Stock Units

A summary of the Company’s restricted stock unit, or RSU, activity and related information are as follows (RSUs in thousands):

Three Months Ended

Six Months Ended

March 31, 2025

June 30, 2025

Number of Shares

Weighted-Average Fair Value

Unvested, beginning of period

1,894

45.36

Awarded

~~683~~809

6160.1556

Forfeited

(68160)

4246.6340

Vested

(~~411~~485)

4142.5769

Unvested, end of period

2,~~098~~058

51.3388

As of ~~March~~June 3130, 2025, there was a total of $9993.6 million of unrecognized stock-based compensation expense related to RSUs.

Performance Stock Units

The 2021 Plan provides for issuance of performance stock units, or PSUs. PSUs granted are contingent upon the achievement of predetermined market, performance, and service conditions. PSUs are awarded to executives of the Company and generally time vest over a period of up to three years. Vesting is also generally contingent upon achievement of applicable performance metrics. PSU expense is recognized over the requisite service period.

During the ~~period~~six months ended ~~March 31~~June 30, 2025, the Company awarded PSU shares with both a performance and service condition.

A summary of the Company’s PSU activity and related information are as follows (PSUs in thousands):

	Three Months Ended
	Six Months Ended
	March 31, 2025
	June 30, 2025
	Number of Shares	Weighted-Average Fair Value
Unvested, beginning of period	81	$	73.20
Awarded	56	60.60
Forfeited	—(4)	—73.20
Vested	—	—
Unvested, end of period	~~137~~133	6867.0488

As of ~~March~~June 3130, 2025, total unrecognized stock-based compensation related to unvested PSUs was $76.70 million.

Employee Stock Purchase Plan

During the period ended March 31, 2025, there were no stock purchases made under the Employee Stock Purchase Plan, or ESPP. As of March 31, 2025, there was approximately $0.4 million of unrecognized cost related to the ESPP. This cost is expected to be recognized over a weighted average period of 0.3 years. As of March 31, 2025, a total of 2.0 million shares were available for issuance under the ESPP.

Employee Stock Purchase Plan

As of June 30, 2025, there was approximately $2.9 million of unrecognized cost related to the Employee Stock Purchase Plan, or ESPP. This cost is expected to be recognized over a weighted average period of 0.7 years. As of June 30, 2025, a total of 1.9 million shares were available for issuance under the ESPP.

The fair value of the options granted to employees was estimated as of the grant date using the Black-Scholes model assuming the weighted-average assumptions listed in the following table:


	Six Months Ended June 30,
	2025			2024

Expected life (years)	0.8			0.8
Expected volatility	59		%	53		%
Risk-free interest rate	4.2		%	5.3		%
Expected dividend rate	—		%	—		%
Weighted-average fair value	$	23.52		$	22.09

8. Net Loss Per Share

Net loss per share was determined as follows (in thousands, except per share amounts):

	Three Months Ended March 31,
	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Net loss	$	(2419,~~737~~578)	$	(25,~~957~~626)	$	(44,316)	$	(51,583)
Weighted-average common stock outstanding	5455,~~917~~445		51,~~011~~622		55,182		51,316
Net loss per share, basic and diluted	$	(0.4535)	$	(0.5150)	$	(0.80)	$	(1.01)

The following potentially dilutive securities outstanding have been excluded from the computations of weighted-average shares outstanding because such securities have an antidilutive impact due to losses reported (in common stock equivalent shares, in thousands):

March 31,

June 30,

2025

2024

Stock options

3,~~744~~620

4,~~883~~531

Restricted and performance stock units

2,~~235~~191

2,~~078~~083

Employee stock purchase plan

56154

8754

Total

65,~~035~~965

76,~~048~~668

9. Revenue

The following table presents revenue disaggregated by type and geography (in thousands):

	Three Months Ended March 31,
	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
U.S.
System sales and rentals	$	1822,~~687~~082	$	1417,~~236~~819	$	40,769	$	32,055
Handpieces and other consumables	3843,~~011~~130		2327,~~618~~260		81,141		50,878
Service	34,~~596~~373		2,~~347~~589		7,968		4,936
Total U.S. revenue	6069,~~294~~585		4047,~~201~~668		129,878		87,869
Outside of U.S.
System sales and rentals	32,~~853~~945		13,~~740~~078		6,798		4,818
Handpieces and other consumables	46,~~477~~002		2,~~343~~271		10,479		4,614
Service	~~538~~650		~~255~~336		1,189		591
Total outside of U.S. revenue	89,~~868~~597		45,~~338~~685		18,466		10,023
Total revenue	$	6979,~~162~~182	$	4453,~~539~~353	$	148,344	$	97,892

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10. Segment, Geographical, and Customer Concentration

The Company operates as a single operating segment. The Company’s chief operating decision maker, or CODM, its Chief Executive Officer, reviews the Company’s forecast, as well as budget to actual financial information, as key inputs to making decisions on resource allocation and assessing the performance of the business. The CODM monitors budget versus actual results using income (loss) from operations and net income (loss).

Significant expenses within income from operations, as well as within net income (loss), include cost of goods sold, research and development expenses, and selling, general and administrative expenses, which are each separately presented on the Company’s consolidated statements of operations. Other segment items within net income (loss) include interest expense, and interest and other income, net on an aggregate basis for the purposes of allocating resources and evaluating financial performance.

The Company’s assets are primarily based in the United States.

No customers accounted for more than 10% of revenue during the ~~three~~six months ended ~~March~~June 3130, 2025 and 2024.

No customer accounted for more than 10% of accounts receivable at ~~March~~June 3130, 2025 and December 31, 2024.

The following table presents revenue by significant geographical locations for the periods indicated:

					Three Months Ended March 31,
	Three Months Ended June 30,						Six Months Ended June 30,
	2025		2024		~~2025~~		2025		~~2024~~		2024
United States	88	%	89	%	87	%	88	%	90	%	90	%
Outside the United States	12	%	11	%	13	%	12	%	10	%	10	%

No individual country outside the United States accounted for more than 10% of the Company’s revenue for the periods presented.

11. Commitments and Contingencies

Guarantees and Indemnifications

In the normal course of business, the Company enters into agreements that contain a variety of representations and provide for general indemnification. The Company’s exposure under these agreements is unknown because it involves claims that may be made against the Company in the future. To date, the Company has not paid any material claims or been required to defend any action related to its indemnification obligations. As of ~~March~~June 3130, 2025 and December 31, 2024, the Company does not have any material indemnification claims that were probable or reasonably possible and consequently has not recorded related liabilities.

Legal Contingencies

From time to time, the Company may be involved in legal proceedings arising in the ordinary course of our business. The Company is not presently a party to any legal proceedings that, in the opinion of management, would have a material adverse effect on the business. Regardless of outcome, litigation can have an adverse impact on the Company due to defense and settlement costs, diversion of management resources, negative publicity and reputation harm, and other factors.

A liability and related charge to earnings are recorded in the financial statements for legal contingencies when the loss is considered probable and the amount can be reasonably estimated. The assessment is re-evaluated each accounting period and is based on all available information.

12. Defined Contribution Plan

The Company has a defined contribution retirement savings plan under Section 401(k) of the Internal Revenue Code. This plan allows eligible employees to defer a portion of their annual compensation on a pre-tax basis. Employer contributions were $0.9 million and $0.7 million for the three months ended ~~March~~June 3130, 2025 and 2024, and $1.7 million and $1.3 million for the six months ended June 30, 2025 and 2024.

1713. Subsequent Events

Income Taxes

In July 2025, new federal tax legislation was enacted, introducing significant changes to U.S. income tax law, including provisions affecting the deductibility and capitalization of research and development expenditures, as well as changes to various international tax rules. The Company is currently assessing the potential impact of the new legislation, including implications for

deferred tax assets and related disclosures. Based on management’s preliminary assessment, no material impact is expected due to the Company’s full valuation allowance applied on its deferred tax assets and liabilities.

Term Loan Facility

In August 2025, the Company entered into the Second Amendment to the Loan and Security Agreement, or the Second Amendment. The Second Amendment primarily relates to changes requirements to minimum cash balances to be held at CIBC, and changes the repayment terms of the principal payments such that the entire principal amount outstanding is now due on the Maturity Date.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations together with our financial statements and related notes included elsewhere in this report. In addition to historical financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results and timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those discussed in the section titled “Risk Factors” and elsewhere in this report. Please also see the section titled “Cautionary Note Regarding Forward-Looking Statements.”

Overview

We are a surgical robotics company focused on advancing patient care by developing transformative solutions in urology. We develop, manufacture and sell the AquaBeam Robotic System and HYDROS Robotic System, which are advanced, image-guided, surgical robotic systems for use in minimally invasive urologic surgery, with an initial focus on treating benign prostatic hyperplasia, or BPH. BPH is the most common prostate disease and impacts approximately 40 million men in the United States. Each of our robotic systems employs a single-use disposable handpiece to deliver our proprietary Aquablation therapy, which combines real-time, multi-dimensional imaging, personalized treatment planning, automated robotics and heat-free waterjet ablation for targeted and rapid removal of prostate tissue. We designed our robotic systems to enable consistent and reproducible BPH surgery outcomes. We believe that Aquablation therapy represents a paradigm shift in the surgical treatment of BPH by addressing compromises associated with alternative surgical interventions. We designed Aquablation therapy to deliver effective, safe and durable outcomes for males suffering from lower urinary tract symptoms, or LUTS, due to BPH that is independent of prostate size and shape, and delivers resection independent of surgeon experience. We have developed a significant and growing body of clinical evidence, which includes nine clinical studies and over 150 peer-reviewed publications, supporting the benefits and clinical advantages of Aquablation therapy. As of ~~March~~June 3130, 2025, we had an install base of ~~703~~762 AquaBeam Robotic Systems and HYDROS Robotic Systems globally, including ~~547~~595 in the United States.

Our U.S. pivotal trial, the WATER study, is the only FDA pivotal study randomized against transurethral resection of prostate, or TURP, which is the historical standard of care for the surgical treatment of BPH. In this study, Aquablation therapy demonstrated superior safety and non-inferior efficacy compared to TURP across prostate sizes between 30 ml and 80 ml, and superior efficacy in a subset of patients with prostates larger than 50 ml. We have established strong relationships with key opinion leaders, or KOLs, within the urology community and collaborated with key urological societies in global markets. This support has been instrumental in facilitating broader acceptance and adoption of Aquablation therapy. As a result of our strong KOL network and our compelling clinical evidence, Aquablation therapy has been added to clinical guidelines of various professional associations, including the American Urological Association.

We manufacture the robotic systems, the single-use disposable handpiece, integrated scope and other accessories at our facility in San Jose, California. This includes supporting the supply chain distribution and logistics of the various components. Components, sub-assemblies and services required to manufacture our products are purchased from numerous global suppliers. Each robotic system is shipped to our customers with a third-party manufactured ultrasound system and probe. We utilize a well-known third-party logistics provider located in the United States and the Netherlands to ship our products to our customers globally.

We generated revenue of $69148.23 million and incurred a net loss of $2444.73 million for the ~~three~~six months ended ~~March~~June 3130, 2025, compared to revenue of $4497.59 million and a net loss of $2651.06 million for the ~~three~~six months ended ~~March~~June 3130, 2024. As of ~~March~~June 3130, 2025, we had cash and cash equivalents of $~~316~~302.27 million and an accumulated deficit of $~~570~~590.73 million.

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Factors Affecting Our Performance

We believe there are several important factors that have impacted and that we expect will impact our operating performance and results of operations for the foreseeable future. While these factors may present significant opportunities for us, they also pose significant risks and challenges that we must address. See the section titled “Risk Factors” for more information. These factors include:

•Grow our install base of robotic systems: As of ~~March~~June 3130, 2025, we had an install base of ~~703~~762 robotic systems globally, including ~~547~~595 in the United States. In the United States, we are initially focused on driving adoption of Aquablation therapy among urologists that perform hospital-based resective BPH surgery. We target approximately 2,700 hospitals that perform resective BPH procedures in the United States. To penetrate these hospitals, we expect to continue to increase our direct team of capital sales representatives, who are focused on driving system placement within hospitals by engaging with key surgeons and decision makers to educate them about the compelling value proposition of Aquablation therapy. As we increase our install base of robotic systems, we expect our revenue to increase as a result of the system sale and resulting utilization.

•Increase system utilization: Our revenue is significantly impacted by the utilization of our robotic systems. Once we place a system within a hospital our objective is to establish Aquablation therapy as the surgical treatment of choice for BPH. Within each hospital we are initially focused on targeting urologists who perform medium-to-high volumes of resective procedures and converting their resective cases to Aquablation therapy. To accomplish this, we will continue expanding our team of highly trained Aquablation representatives and clinical specialists who are focused on driving system utilization within the hospital, providing education and training support and ensuring excellent user experiences. As urologists gain experience with Aquablation therapy we expect to leverage their experiences to capture more surgical volumes and establish Aquablation therapy as the surgical standard of care.

•Reimbursement and coverage decisions by third-party payors. Healthcare providers in the United States generally rely on third-party payors, principally federal Medicare, state Medicaid and private health insurance plans, to cover all or part of the cost of procedures using our robotic system. The revenue we are able to generate from sales of our products depends in large part on the availability of sufficient reimbursement from such payors. Effective in 2021, all local MACs, representing 100% of eligible Medicare patients, issued final positive local coverage determinations to provide Medicare beneficiaries with access to Aquablation therapy in all 50 states. We believe that these favorable coverage decisions have been a catalyst for hospital adoption of our robotic systems. We believe our strong body of clinical evidence and support from key societies, supplemented by the momentum from Medicare coverage, have led to favorable coverage decisions from many large commercial payors. We plan to leverage these successes in our active discussions with commercial payors to establish additional positive national and regional coverage policies. We believe that additional commercial payor coverage will contribute to increasing utilization of our system over time. Outside of the United States, we have ongoing efforts in key markets to expand established coverage and further improve patient access to Aquablation therapy.

•Cost of sales. The results of our operations will depend, in part, on our ability to increase our gross margins by more effectively managing our costs to produce our robotic systems and single-use disposable handpieces, and to scale our manufacturing operations efficiently. We anticipate that as we expand our sales and marketing efforts and drive further sales growth, our purchasing costs on a per unit basis may decrease, and in turn improve our gross margin. As our commercial operations continue to grow, we expect to continue to realize operating leverage through increased scale efficiencies.

•Investment in research and development to drive continuous improvements and innovation. We are currently developing additional and next generation technologies to support and improve Aquablation therapy to further satisfy the evolving needs of surgeons and their patients as well as to further enhance the usability and scalability of our robotic systems. We also plan to leverage our treatment data and software development capabilities to integrate artificial intelligence and machine learning to enable computer-

1921

assisted anatomy recognition and improved treatment planning and personalization. Our future growth is dependent on these continuous improvements which require significant resources and investment.

Components of Our Results of Operations

Revenue

We generate our revenue primarily from the sales and rentals of our robotic systems, sales of our single-use disposable handpieces that are used during each surgery performed with our system, and related accessories. Additionally, we also derive revenue from service and repair, and extended service contracts with our existing customers. We expect our revenue to increase in absolute dollars for the foreseeable future as we continue to focus on driving adoption of Aquablation therapy, and increased system utilization, though it may fluctuate from quarter to quarter.

The following table presents revenue by significant geographical locations for the periods indicated:

	Three Months Ended March 31,
	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
United States	8788	%	9089	%	88	%	90	%
Outside the United States	1312	%	1011	%	12	%	10	%

We expect that both our United States and international revenue will increase in the near term as we continue to expand the install base of our robotic systems and increase the related single-use disposable handpieces sold. We expect our increase in revenue in absolute dollars to be larger in the United States.

Cost of Sales and Gross Margin

Cost of sales consists primarily of manufacturing overhead costs, material costs, warranty and service costs, direct labor, scrap and other direct costs such as shipping costs. A significant portion of our cost of sales currently consists of manufacturing overhead costs. These overhead costs include compensation for personnel, including stock-based compensation, facilities, equipment and operations supervision, quality assurance and material procurement. We expect our cost of sales to increase in absolute dollars for the foreseeable future primarily as, and to the extent, our revenue grows, or we make additional investments in our manufacturing capabilities, though it may fluctuate from period to period.

We calculate gross margin percentage as gross profit divided by revenue. Our gross margin has been and will continue to be affected by a variety of factors, primarily, product and geographic mix and the resulting average selling prices, production volumes, manufacturing costs and product yields, and to a lesser extent the implementation of cost reduction strategies. We expect our gross margin to increase over the long term as our production volume increases and as we spread the fixed portion of our manufacturing overhead costs over a larger number of units produced, thereby significantly reducing our per unit manufacturing costs, though it may fluctuate from quarter to quarter. Our gross margins can fluctuate due to geographic mix. To the extent we sell more systems and handpieces in the United States, we expect our margins will increase due to the higher average selling prices as compared to sales outside of the United States.

Operating Expenses

Research and Development

Research and development, or R&D, expenses consist primarily of engineering, product development, regulatory affairs, consulting services, clinical trial expenses, materials, depreciation and other costs associated with products and technologies being developed. These expenses include employee and non-employee compensation, including stock-based compensation, supplies, materials, quality assurance expenses, consulting, related travel expenses and facilities expenses. We expect our R&D expenses to increase in absolute dollars for the foreseeable future as we make strategic investments in R&D, continue to develop and enhance existing products and

2022

technologies, though it may fluctuate from quarter to quarter. However, over time, we expect our R&D expenses to decrease as a percentage of revenue.

Selling, General and Administrative

Selling, general and administrative, or SG&A, expenses consist primarily of compensation for personnel, including stock-based compensation, related to selling, marketing, clinical affairs, professional education, finance, information technology, and human resource functions. SG&A expenses also include commissions, training, travel expenses, promotional activities, conferences, trade shows, professional services fees, audit fees, legal fees, insurance costs and general corporate expenses including allocated facilities-related expenses. Post-market clinical study expenses include trial design, site reimbursement, data management and travel expenses. We expect our SG&A expenses to increase in absolute dollars for the foreseeable future as we expand our commercial infrastructure in order for us to execute on our long-term growth plan, though it may fluctuate from quarter to quarter. However, over time, we expect our SG&A expenses to decrease as a percentage of revenue.

Interest and Other Income, Net

Interest Expense

Interest expense consists primarily of interest expense from our long-term debt.

Interest and Other Income, Net

Interest and other income, net, consists primarily of interest income from our cash and cash equivalents balances.

Results of Operations

The following tables show our results of operations for the periods indicated:

Three Months EndedMarch 31,

Change

Three Months EndedJune 30,

Change

2025

2024

(in thousands, except percentages)

Revenue

6979,~~162~~182

4453,~~539~~353

2425,~~623~~829

5548

Cost of sales

2527,~~001~~436

1921,~~505~~871

5,~~496~~565

2825

Gross profit

4451,~~161~~746

2531,~~034~~482

1920,~~127~~264

7664

Gross margin

6465

5659

Operating expenses:

Research and development

1617,~~402~~632

1317,~~084~~501

~~3,318~~131

251

Selling, general and administrative

5556,~~197~~303

3940,~~599~~809

15,~~598~~494

3938

Total operating expenses

7173,~~599~~935

5258,~~683~~310

1815,~~916~~625

3627

Loss from operations

(2722,~~438~~189)

(2726,~~649~~828)

~~211~~4,639

117

Interest expense

(~~877~~895)

(1,~~045~~030)

~~168~~135

1613

Interest and other income, net

3,~~578~~506

2,~~737~~232

~~841~~1,274

3157

Net loss

(2419,~~737~~578)

(25,~~957~~626)

16,~~220~~048

524

~~Comparison of Three Months Ended March 31, 2025 and 2024~~ 23

	Three Months EndedMarch 31,						Change
	Six Months Ended June 30,						Change
	2025			2024			$		%
	(in thousands, except percentages)
System sales and rentals	$	22,540		$	15,976		$	6,564	41	%
Revenue	$	148,344		$	97,892		$	50,452	52	%
Handpieces and other consumables	42,488			25,961			16,527		64
Cost of sales	52,437			41,376			11,061		27
Service	4,134			2,602			1,532		59
Gross profit	95,907			56,516			39,391		70
Total revenue	$	69,162		$	44,539		$	24,623	55
Gross margin	65		%	58		%
Operating expenses:
Research and development	34,034			30,585			3,449		11
Selling, general and administrative	111,499			80,408			31,091		39
Total operating expenses	145,533			110,993			34,540		31
Loss from operations	(49,626)			(54,477)			4,851		9
Interest expense	(1,773)			(2,075)			302		15
Interest and other income, net	7,083			4,969			2,114		43
Net loss	$	(44,316)		$	(51,583)		$	7,267	14

~~Revenue~~Comparison ~~increased~~of ~~$24.6~~Three ~~million,~~and orSix ~~55%,~~Months toEnded ~~$69.2 million during the three months ended March 31~~June 30, 2025, ~~compared~~and ~~to $44.5 million during the three months ended March 31,~~ 2024. The growth in revenue was primarily attributable to an increase of $20.1 million in revenue derived from the United States. The increase was due to higher sales volumes of system sales, handpieces, other consumables, and service contracts.

Revenue


	Three Months Ended June 30,				Change
	2025		2024		$		%
	(in thousands, except percentages)

System sales and rentals	$	25,027	$	20,897	$	4,130	20	%
Handpieces and other consumables	49,132		29,531		19,601		66
Service	5,023		2,925		2,098		72
Total revenue	$	79,182	$	53,353	$	25,829	48


	Six Months Ended June 30,				Change
	2025		2024		$		%
	(in thousands, except percentages)

System sales and rentals	$	47,567	$	36,873	$	10,694	29	%
Handpieces and other consumables	91,620		55,492		36,128		65
Service	9,157		5,527		3,630		66
Total revenue	$	148,344	$	97,892	$	50,452	52

Revenue increased $25.8 million, or 48%, to $79.2 million during the three months ended June 30, 2025, compared to $53.4 million during the three months ended June 30, 2024, and increased $50.5 million, or 52%, to $148.3 million during the six months ended June 30, 2025, compared to $97.9 million during the six months ended June 30, 2024. The growth in revenue was primarily attributable to $69.6 million and $129.9 million in revenue

derived from the United States for the three and six months ended June 30, 2025, respectively. The increase was due to higher sales volumes of system sales, handpieces, other consumables, and service contracts.

Cost of Sales and Gross Margin

Cost of sales increased $5.56 million, or 2825%, to $2527.04 million during the three months ended ~~March~~June 3130, 2025, compared to $1921.59 million during the three months ended ~~March~~June 3130, 2024, and increased $11.1 million, or 27%, to $52.4 million during the six months ended June 30, 2025, compared to $41.4 million for the six months ended June 30, 2024. The increase in cost of sales was primarily attributable to the growth in the number of units sold.

Gross margin increased to 6465% during the three months ended ~~March~~June 3130, 2025, compared to 5659% for the three months ended ~~March~~June 3130, 2024, and increased to 65% during the six months ended June 30, 2025, compared to 58% during the six months ended June 30, 2024. The increase in gross margin was primarily attributable to the growth in unit sales, which allowed us to spread the fixed portion of our manufacturing overhead costs over more production units, and to a lesser extent, an increase in average selling prices on both our system sales and handpieces.

which allowed us to spread the fixed portion of our manufacturing overhead costs over more production units, and to a lesser extent, an increase in average selling prices on both our system sales and handpieces.

Research and Development Expenses

R&D expenses increased $30.31 million, or 251%, to $1617.46 million during the three months ended ~~March~~June 3130, 2025, compared to $1317.15 million during the three months ended ~~March~~June 3130, 2024, and increased $3.4 million, or 11%, to $34.0 million during the six months ended June 30, 2025, compared to $30.6 million for the six months ended June 30, 2024. The increase in R&D expenses was primarily due to employee-related expenses of our R&D organization such as salaries and wages and stock-based compensation. These expenses support ongoing product improvements and the development of additional and next generation technologies.

Selling, General and Administrative Expenses

SG&A expenses increased $15.65 million, or 3938%, to $5556.23 million during the three months ended ~~March~~June 3130, 2025, compared to $3940.68 million during the three months ended ~~March~~June 30, 2024, and increased $31.1 million, or 39%, to $111.5 million during the six months ended June 30, 2025, compared to $80.4 million for the six months ended June 30, 2024. The increase in SG&A expenses was primarily due to employee-related expenses of our sales and marketing organization such as salaries and wages and stock-based compensation expense, primarily to expand the commercial organization, and employee-related expenses of our administrative organization such as salaries and wages and stock-based compensation expense, to drive and support our growth in revenue.

Interest Expense

Interest expense decreased approximately $0.1 million, or 1613%, to $0.9 million during the three months ended ~~March~~June 3130, 2025, compared to $1.0 million during the three months ended ~~March~~June 3130, 2024, and decreased $0.3 million, or 15%, to $1.8 million during the six months ended June 30, 2025, compared to $2.1 million during the six months ended June 30, 2024. The decrease in interest expense was primarily due to a decrease in the interest rate as compared to the prior period.

Interest and Other Income, Net

Interest and other income, net, increased $01.83 million for the three months ended ~~March~~June 3130, 2025, and increased $2.1 million during the six months ended June 30, 2025. The increase was primarily due to an increase in interest income, which was due to our increased cash balances

Liquidity and Capital Resources

Overview

As of ~~March~~June 3130, 2025, we had cash and cash equivalents of $~~316~~302.27 million, an accumulated deficit of $~~570~~590.73 million, and $52.0 million outstanding on our loan facility. We expect our expenses will increase for the foreseeable ~~future, as we continue to make substantial investments in sales and marketing, operations and research and development. Our future funding requirements will depend on many factors, including:~~

future, as we continue to make substantial investments in sales and marketing, operations and research and development. Our future funding requirements will depend on many factors, including:

•the degree and rate of market acceptance of our products and Aquablation therapy;

•the scope and timing of investment in our sales force and expansion of our commercial organization;

•the scope, rate of progress and cost of our current or future clinical trials and registries;

•the cost of our research and development activities;

•the cost and timing of additional regulatory clearances or approvals;

•the costs associated with any product recall that may occur;

•the costs associated with a regulatory or government action or other litigation;

•the costs associated with the manufacturing of our products at increased production levels;

•the costs of attaining, defending and enforcing our intellectual property rights;

•whether we acquire third-party companies, products or technologies;

•the terms and timing of any other collaborative, licensing and other arrangements that we may establish;

•the emergence of competing technologies or other adverse market developments; and

•the rate at which we expand internationally.

Based on our operating plan, we currently believe that our existing cash and cash equivalents and anticipated revenue will be sufficient to meet our capital requirements and fund our operations through at least the next twelve months from the issuance date of the financial statements included in the Quarterly Report on Form 10-Q. We have based this estimate on assumptions that may prove to be wrong, and we may need to utilize additional available capital resources. If these sources are insufficient to satisfy our liquidity requirements, we may seek to sell additional public equity or debt securities or obtain an additional credit facility. The sale of equity and convertible debt securities may result in dilution to our stockholders and, in the case of preferred equity securities or convertible debt, those securities could provide for rights, preferences or privileges senior to those of our common stock. Debt financing, if available, may involve covenants restricting our operations or our ability to incur additional debt. Any debt financing or additional equity that we raise may contain terms that are not favorable to us or our stockholders. Additional financing may not be available at all, or in amounts or on terms unacceptable to us. If we are unable to obtain additional financing, we may be required to delay the development, commercialization and marketing of our products.

Indebtedness

In October 2022, we entered into a loan and security agreement with Canadian Imperial Bank of Commerce. The agreement provides for a senior secured ~~Term~~term ~~Loan~~loan ~~Facility~~facility in the aggregate principal amount of $52.0 million (the “Term Loan Facility”), which was borrowed in full.

The Term Loan Facility is scheduled to mature on October 6, 2027, the fifth anniversary of the closing date, or the Maturity Date. The loan and security agreement provides for interest-only payments on the term loan facility for the first thirty-six months following the closing date, or the Initial Interest-Only Period. The Initial Interest-Only Period will be extended to an additional twelve months if we achieve either (i) $200.0 million or greater in revenue in any twelve-month period or (ii) $0 or greater in EBITDA in any six-month period. Thereafter, amortization payments on the Term Loan Facility will be payable monthly until the Maturity Date in monthly installments equal to 20% of the then outstanding principal amount of the term loan facility divided by 12 plus any accrued and unpaid interest. We have the option to prepay the term loan facility without any prepayment charge or fee. ~~We achieved the twelve-month revenue target as of December 31, 2024.~~

The loan borrowed under the Term Loan Facility bears interest at an annual rate equal to the secured overnight financing rate, or SOFR, (calculated based on an adjustment of 0.10%, 0.15% and 0.25%, respectively, for one-month, three-month or six-month term SOFR as of a specified date, subject to a floor of 1.5%) plus an applicable margin of 2.25%.

The obligations under the loan and security agreement are secured by substantially all of our assets, including its intellectual property and by a pledge all of our equity interests in its U.S. subsidiaries and 65% of our equity interests in its non-U.S. subsidiaries that are directly owned by us. We are obligated to maintain in deposit accounts held at the lender equal to at least the lesser of (i) $90.0 million or (ii) all of our non-operating cash. 26

In August 2025, the Company entered into a second amendment to the loan and security agreement (the “Second Amendment”), which, among other things, modified the repayment terms such that the entire principal amount outstanding is now due on the Maturity Date, replacing the prior repayment schedule of interest-only payments followed by monthly principal amortization payments. After giving effect to the Second Amendment, we are obligated to maintain in collateral accounts held at the lender (a) if the Company’s cash and cash equivalents is less than $50.0 million, 100% of its cash and cash equivalents; or (b) if the Company’s cash and cash equivalents is greater than or equal to $50.0 million, the greater of (i) $50.0 million or (ii) 50% of its cash and cash equivalents, with amounts exceeding $50.0 million permitted to be held outside of the lender in collateral accounts managed by the lender.

The loan and security agreement contains certain customary representations and warranties, affirmative and negative covenants, and events of default. Under the loan and security agreement, if we maintain less than $100.0 million in available cash, then we are required to meet either one of two financial covenants: a minimum unrestricted cash covenant or a minimum revenue and growth covenant. The minimum unrestricted cash covenant requires that we to maintain cash reserve not less than the greater of (i) $20.0 million, (ii) the absolute value of EBITDA losses (if any) for the most recent consecutive four-month period then ended or (iii) the aggregate outstanding principal amount of $52.0 million. The minimum revenue and growth covenant requires our revenue, for the consecutive twelve-month period as of each measurement date, of not less than $50.0 million and of at least 115% as of the last day of the consecutive twelve-month period of the immediately preceding year. If we maintain at least $100.0 million in available cash, then we are not required to meet such financial covenants.

Cash Flows

The following table summarizes our cash flows for the periods presented:

	Three Months EndedMarch 31,
	Six Months Ended June 30,
	2025		2024
	(in thousands)
Net cash (used in) provided by:
Operating activities	$	(1632,~~980~~023)	$	(3248,~~286~~022)
Investing activities	(14,~~836~~638)		(12,~~946~~989)
Financing activities	15,~~298~~676		27,~~586~~882
Net decrease in cash, cash equivalents and restricted cash	$	(17,518)	$	(31,646)
Effect of exchange rates on cash, cash equivalents and restricted cash	(23)		—
Net decrease in cash, cash equivalents and restricted cash	$	(31,008)	$	(43,129)

Net Cash Used in Operating Activities

During the ~~three~~six months ended ~~March~~June 3130, 2025, net cash used in operating activities was $1732.0 million, consisting primarily of a net loss of $2444.73 million and an increase in net operating assets of $413.38 million, partially offset by non-cash charges of $1226.1 million. The cash used in operations was primarily due to our net loss due to the increase in operating expenses to support our commercialization and development activities. The expansion of our commercialization activities resulted in an increase in inventory and accounts payable, partially offset by a decrease in accounts receivable, due to timing of cash receipts. Non-cash charges consisted primarily of stock-based compensation, depreciation, and ~~reserves~~provision for ~~excess~~credit ~~and obsolete inventory~~losses.

During the ~~three~~six months ended ~~March~~June 3130, 2024, net cash used in operating activities was $3248.30 million, consisting primarily of a net loss of $2651.06 million and an increase in net operating assets of $13.79 million, partially offset by non-cash charges of $717.45 million. The cash used in operations was primarily due to our net loss due to the increase in operating expenses to support our commercialization and development activities. The expansion of our commercialization activities resulted in an increase in accounts receivable, ~~inventory,~~ and ~~prepaid expenses and other current assets~~inventory, partially offset by a decrease in accounts payable, due to timing of payments, and reimbursements for leasehold improvements made related to our San Jose, California corporate headquarters. Non-cash charges consisted primarily of stock-based compensation, non-cash lease expense, and depreciation.

reimbursements for leasehold improvements made related to our San Jose, California corporate headquarters and an increase to other liabilities. Non-cash charges consisted primarily of stock-based compensation, non-cash lease expense, and depreciation.

Net Cash Used in by Investing Activities

During the ~~three~~six months ended ~~March~~June 3130, 2025, net cash used in investing activities was $14.86 million, consisting of purchases of property and equipment. During the ~~three~~six months ended ~~March~~June 3130, 2024, net cash used in investing activities was $13.90 million, consisting of purchases of property and equipment.

Net Cash Provided by Financing Activities

During the ~~three~~six months ended ~~March~~June 3130, 2025, net cash provided by financing activities was $15.37 million, consisting of proceeds from exercises of stock options and proceeds from the issuance of common stock under the ESPP. During the ~~three~~six months ended ~~March~~June 3130, 2024, net cash provided by financing activities was $27.69 million, consisting of proceeds from exercises of stock options and proceeds from the issuance of common stock under the ESPP.

Contractual Commitments and Contingencies

The information included in Note 11 to the condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q is incorporated herein by reference.

Off-Balance Sheet Arrangements

We did not have during the periods presented, and we do not currently have any off-balance sheet arrangements, such as structured finance, special purpose entities or variable interest entities.

Critical Accounting Policies and Estimates

Management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires us to make estimates and assumptions for the reported amounts of assets, liabilities, revenue, expenses and related disclosures. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions and any such differences may be material.

The significant accounting policies and estimates used in preparation of the unaudited condensed consolidated financial statements are described in our audited consolidated financial statements as of and for the year ended December 31, 2024, and the notes thereto, which are included in our Annual Report on Form 10-K dated February 28, 2024, or Annual Report, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report. There have been no material changes to our significant accounting policies during the three months ended ~~March~~June 3130, 2025.

Recent Accounting Pronouncements

The information included in Note 2 to the condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q is incorporated herein by reference.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Our market risks related to interest rate, credit, foreign currency exchange rates, and effects of inflation are described in Part II Item 7A, “Quantitative and Qualitative Disclosures About Market Risk”, of our 2024 Annual Report on Form 10-K. Our exposure to market risks has not changed materially since December 31, 2024.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, have 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 that evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that, as of ~~March~~June 3130, 2025, our disclosure controls and procedures were effective at the reasonable assurance level.

Limitations on Effectiveness of Disclosure Controls and Procedures

In designing and evaluating our disclosure controls and procedures, 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 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.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended ~~March~~June 3130, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

2629

PART II

OTHER INFORMATION

Item 1. Legal Proceeding

From time to time, we may be involved in legal proceedings arising in the ordinary course of our business. We are not presently a party to any legal proceedings that, in the opinion of management, would have a material adverse effect on our business. Regardless of outcome, litigation can have an adverse impact on us due to defense and settlement costs, diversion of management resources, negative publicity and reputation harm, and other factors.

Item 1A. Risk Factors

Our business, financial condition and operating results are affected by a number of factors, whether currently known or unknown, including risks specific to us or the healthcare industry as well as risks that affect businesses in general. In addition to the information set forth in this Quarterly Report on Form 10-Q, you should consider carefully the factors discussed in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 27, 2025 and in our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, filed with the SEC on May 2, 2025. The risks and uncertainties disclosed in such ~~Annual~~prior ~~Report~~reports and in this Quarterly Report could materially adversely affect our business, financial condition, cash flows or results of operations and thus our stock price. ~~The risk factors set forth updates, and should be read together with, the risk factors described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.~~

During ~~Besides risk factors disclosed in~~ the ~~Annual~~three ~~Report~~months ~~and~~ended ~~this~~June ~~Quarterly~~30, ~~Report~~2025, ~~additional~~there ~~risks~~were ~~and~~no ~~uncertainties~~material ~~not~~changes ~~currently known or we currently deem~~ to ~~be immaterial may also materially adversely affect~~ our ~~business,~~previously ~~financial~~disclosed ~~condition or results of operations. These~~ risk factors may be important to understanding other statements in this Quarterly Report and should be read in conjunction with the unaudited condensed consolidated financial statements and related notes in Part I, Item 1, “Financial Statements” and Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Quarterly Report. Because of such risk factors, as well as other factors affecting our financial condition and operating results, past financial performance should not be considered to be a reliable indicator of future performance, and investors should not use historical trends to anticipate results or trends in future periods.

~~Changes~~Besides inrisk ~~United~~factors ~~States~~disclosed ~~trade~~in ~~policy~~the Annual Report, ~~including~~our Quarterly Report for the ~~imposition~~quarterly period ended March 31, 2025, and this Quarterly Report, additional risks and uncertainties not currently known or we currently deem to be immaterial may also materially adversely affect our business, financial condition or results of ~~tariffs~~operations. These risk factors may be important to understanding other statements in this Quarterly Report and should be read in conjunction with the ~~resulting~~unaudited ~~consequences~~condensed consolidated financial statements and related notes in Part I, ~~may~~Item ~~have~~1, a“Financial ~~material~~Statements” ~~adverse~~and ~~impact~~Part onI, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Quarterly Report. Because of such risk factors, as well as other factors affecting our ~~business~~financial condition and operating results, past financial performance should not be considered to be a reliable indicator of ~~operations~~future performance, and investors should not use historical trends to anticipate results or trends in future periods.

As a result of new administration and associated policy changes or shifting proposals by the U.S. government, there may be greater restrictions and economic disincentives on international trade. For example, the U.S. government has pursued a new approach to trade policy, including renegotiating or terminating certain existing bilateral or multi-lateral trade agreements. Since February 2025, the U.S. government has enacted, and continues to enact, a series of new tariffs, including a tariff on all imports and additional “reciprocal” tariffs targeting imports from specified countries. These tariffs and other changes in U.S. trade policy have triggered, and could continue to trigger, retaliatory actions by affected countries, including retaliatory measures on U.S. goods and other protectionist measures that could limit our ability to offer our products and services outside of the U.S.

The tariff policy environment has been and can be expected to continue to be dynamic. The ultimate impact of these newly enacted and potential future tariffs or other restrictions on international trade will depend on various factors, including the ultimate levels of such tariffs, how long such tariffs remain in place, and how other countries respond to the U.S. tariffs. While we manufacture our robotic systems and handpieces in California, we source certain components from foreign suppliers, including a third-party manufacturer of ultrasound systems and probes located in China. In addition, our suppliers also import certain raw materials, components and other products from foreign suppliers. Therefore, increased tariffs or other trade restrictions could increase the cost of our products and the components and raw materials that go into making them. These conditions may also require us to take additional risk mitigation measures that could result in increased costs. These increased costs could adversely impact the gross margin that we earn on our products, potentially making our products less competitive and reducing consumer demand. In addition, some of our suppliers may experience disruption to their respective supply chains due to the

broader impact of these tariffs, which could also negatively affect our cost of materials and timing of our production processes. As such, the increase of tariffs, the adoption and expansion of trade restrictions, the occurrence of a trade war, or other governmental action related to tariffs or trade agreements or policies has the potential to adversely impact demand for our products, our costs, our customers, our suppliers, and the United States economy, which in turn could have an adverse effect on our business, financial condition and results of operations.

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

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

~~None.~~On August 4, 2025, the Company determined to eliminate the position of Chief Commercial Officer and intends to separate the roles into two new leadership positions: Senior Vice President of Sales and Senior Vice President of

2830

Marketing, both reporting directly to the Chief Executive Officer. Hisham Shiblaq will separate from the Company effective September 1, 2025.

During the quarter ended June 30, 2025, no director or officer of the Company informed us of the adoption or termination of 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), except as follows:

On June 3, 2025, Reza Zadno, the Company’s Chief Executive Officer, adopted a pre-arranged written stock sale plan in accordance with Rule 10b5-1 (the “Zadno Rule 10b5-1 Plan”) under the Exchange Act, for the sale of shares of the Company’s common stock and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act stock. The Zadno Rule 10b5-1 Plan was entered into during an open trading window in accordance with the Company’s policies regarding transactions. The Zadno Rule 10b5-1 Plan provides for the potential sale of up to 76,978 shares of the Company’s common stock during various specified trading periods through December 17, 2025.

On June 3, 2025, Alaleh Nouri, the Company’s Chief Legal Officer, terminated a pre-arranged written stock sale plan in accordance with Rule 10b5-1 (the “2024 Nouri Rule 10b5-1 Plan”) under the Exchange Act, for the sale of shares of the Company’s common stock. The 2024 Nouri Rule 10b5-1 Plan was terminated during an open trading window in accordance with the Company’s policies regarding transactions in the Company’s securities and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act. The 2024 Nouri Rule 10b5-1 Plan provided for the potential sale of up to 56,185 shares of the Company’s common stock during various specified trading periods through December 31, 2025.

On June 4, 2025, Alaleh Nouri adopted a pre-arranged written stock sale plan in accordance with Rule 10b5-1 (the “2025 Nouri Rule 10b5-1 Plan”) under the Exchange Act, for the sale of shares of the Company’s common stock and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act stock. The 2025 Nouri Rule 10b5-1 Plan was entered into during an open trading window in accordance with the Company’s policies regarding transactions. The 2025 Nouri Rule 10b5-1 Plan provides for the potential sale of up to a maximum of 70,836 shares of the Company’s common stock during various specified trading periods through September 7, 2026.

Item 6. Exhibits

The following exhibits are filed or furnished as a part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

Exhibit No.						Exhibit Description
3.1						Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed on September 21, 2021)
3.2						Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the registrant’s Current Report on Form 8-K filed on September 21, 2021)
10.1*#						Form of Performance Stock Unit Agreement under the 2021 Equity Incentive Plan
10.1*						Second Amendment to Loan and Security Agreement, by and between Canadian Imperial Bank of Commerce and the Registrant, dated as of August 6, 2025
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.
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 Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**						Certification of 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 its 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.

** Furnished herewith.

~~# Certain portions of this Exhibit have been omitted pursuant to Regulation S-K, Item (601)(b)(10).~~ 32

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: ~~May~~August 27, 2025


						PROCEPT BIOROBOTICS CORPORATION
						(Registrant)



						/s/ Reza Zadno
						Reza Zadno, Ph.D.
						President and Chief Executive Officer
						(principal executive officer)

						/s/ Kevin Waters
						Kevin Waters
						EVP, Chief Financial Officer
						(principal financial and accounting officer)

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