Stockholders' Equity

12 Months Ended

Dec. 31, 2024

Stockholders' Equity

Stockholders' Equity

4. Stockholders’ Equity

Common Stock

During the year ended December 31, 2024, the Company issued 1,191,117 shares of common stock resulting from stock option exercises, receiving gross proceeds of $1,597, issued 418,260 shares from the vesting of restricted stock units (“RSUs”), and issued 140,046 shares to employees pursuant to the Employee Stock Purchase Plan (“ESPP”), receiving gross proceeds of $459.

During the year ended December 31, 2023, the Company issued 1,192,784 shares of common stock resulting from stock option exercises, receiving gross proceeds of $1,874 and issued 288,550 shares from the vesting of RSUs, and issued 82,423 shares to employees pursuant to the ESPP, receiving gross proceeds of $269.

Preferred Stock

The Company’s certificate of incorporation authorizes 5,000,000 shares of preferred stock, par value $0.01 per share. As of December 31, 2024 and 2023, no shares of preferred stock were issued or outstanding.

Stock Incentive Plans

The Company adopted the MaxCyte, Inc. Long-Term Incentive Plan (the “2016 Plan”) in January 2016 to provide for the awarding of (i) stock options, (ii) restricted stock, (iii) incentive shares, and (iv) performance awards to employees, officers, and directors of the Company and to other individuals as determined by the board of directors.

In December 2021, the Company adopted the MaxCyte, Inc. 2021 Inducement Plan (the “Inducement Plan”) to provide for the awarding of (i) non-qualified stock options; (ii) stock appreciation rights; (iii) restricted stock awards; (iv) restricted stock unit awards; (v) performance awards; and (vi) other awards only to persons eligible to receive grants of awards who satisfy the standards for inducement grants under Nasdaq Marketplace Rule 5635(c)(4) or 5635(c)(3), if applicable, and the related guidance under Nasdaq IM 5635-1. The board of directors reserved 2,500,000 shares for issuance under the Inducement Plan. As of December 31, 2024, options to purchase 294,938 shares remain outstanding under the Inducement Plan.

In May 2022, the Company’s board of directors adopted, and in June 2022 the Company’s stockholders approved, the MaxCyte, Inc. 2022 Equity Incentive Plan (the “2022 Plan”) to provide for the awarding of (i) incentive stock options, (ii) non-qualified stock options, (iii) stock appreciation rights, (iv) restricted stock awards, (v) restricted stock unit awards, (vi) performance awards, and (vii) other awards. Following the approval of the 2022 Plan, no additional awards can be granted under the 2016 Plan or the Inducement Plan, but all outstanding awards will continue to remain subject to the terms of the applicable plan.

Upon the effectiveness of the 2022 Plan, a total of 3,692,397 shares were initially reserved for issuance pursuant to future awards under the 2022 Plan, consisting of 1,928,000 new shares and 1,764,397 shares previously available under the 2016 Plan. If and to the extent that outstanding options under the 2016 Plan or the Inducement Plan are forfeited, the shares underlying such forfeited options will become available for issuance under the 2022 Plan. At the Company’s Annual Meetings of Stockholders held on June 11, 2024 and June 22, 2023, the Company’s stockholders voted to reserve an additional 2,300,000 and 6,069,000 shares, respectively, for issuance pursuant to future awards under the 2022 Plan.

At December 31, 2024 and 2023, there were 6,946,000 and 6,202,000 shares, respectively, available to be issued under the 2022 Plan.

Stock Option Activity

A summary of stock option activity for the years ended December 31, 2024 and 2023 is as follows:

				Weighted-
				Average
		Weighted-		Remaining
	Number of	Average		Contractual Life	Aggregate
	Options	Exercise Price		(in years)	Intrinsic Value
Outstanding at January 1, 2023	14,361,092	$	5.94	7.2	$	23,825
Granted	2,713,395	$	4.36
Exercised	(1,192,784)	$	1.58		$	4,106
Forfeited	(460,390)	$	9.18
Expired	(3,327)	$	6.46
Outstanding at December 31, 2023	15,417,986	$	5.90	6.9	$	15,854
Granted	1,922,756	$	4.36
Exercised	(1,191,117)	$	1.34		$	3,402
Forfeited	(2,093,840)	$	7.64
Outstanding at December 31, 2024	14,055,785	$	5.82	6.5	$	8,467
Exercisable at December 31, 2024	10,076,377	$	6.03	5.7	$	8,334

The weighted-average fair value of the options granted during the years ended December 31, 2024 and 2023 was estimated to be $2.26 and $2.05, respectively.

The value of a stock option is recognized as expense on a straight-line basis over the requisite service period. As of December 31, 2024, total unrecognized compensation expense for outstanding stock options was $9,462, which will be recognized over the next 1.9 years.

Restricted Stock Unit Activity

During the years ended December 31, 2024 and 2023, the Company issued RSUs under the 2022 Plan. Each RSU represents the contingent right to receive one share of common stock.

A summary of RSU activity for the years ended December 31, 2024 and 2023 is as follows:

				Weighted-
				Average
		Weighted-		Remaining
	Number of	Average		Amortization Period
	RSUs	Grant Date Fair Value		(in years)
Outstanding at January 1, 2023	643,600	$	5.57	3.2
Granted	1,043,150	$	4.21
Vested and released	(288,550)	$	5.48
Forfeited	(102,020)	$	4.70
Outstanding at December 31, 2023	1,296,180	$	4.57	2.8
Granted	1,280,473	$	4.36
Vested and released	(418,260)	$	4.84
Forfeited	(454,334)	$	4.48
Outstanding at December 31, 2024	1,704,059	$	4.36	2.6

The value of an RSU is recognized as expense on a straight-line basis over the requisite service period. As of December 31, 2024, total unrecognized compensation expense for outstanding RSUs was $5,643, which will be recognized over the next 2.6 years.

Performance Stock Units (“PSUs”)

During the year ended December 31, 2024, 550,838 PSUs were awarded to certain members of management and executive officers. The PSU awards represent a number of shares of common stock to be earned if a target level of performance, as approved by the Board of Directors, is achieved. The performance period continues through December 31, 2026. The actual number of shares of common stock underlying the PSUs to be earned will be between 0% and 125% of the target number of PSUs, depending on the level of achievement of such performance metrics. The weighted-average fair value of the PSUs granted during the year ended December 31, 2024 was estimated to be $4.31 per PSU. As of December 31, 2024, the Company determined that it was probable that the grants will vest at 100% of the target number of PSUs. During the year ended December 31, 2024, the Company recognized $794 in compensation expense related to the PSUs. The Company did not issue PSUs prior to January 2024. As of December 31, 2024, total unrecognized compensation expense related to outstanding PSUs was $1,581, which will be recognized over the next 2.0 years.

Employee Stock Purchase Plan

The Company commenced the initial offering (the “Initial Offering”) under the MaxCyte, Inc. 2021 ESPP. The ESPP provides an offering period of 24 months, with four purchase periods that are generally six-months long (the “Purchase Period”). The first purchase period began on May 19, 2023, and the fourth purchase period is expected to end in May 2025.

The ESPP allows eligible employees to purchase a number of shares of the Company’s Common Stock up to a maximum of 15% of the employee’s earnings during the Purchase Period subject to certain limitations. The purchase price will be the lesser of 85% of the fair market value of shares on the beginning of each Purchase Period or on the Purchase Date (i.e., the last day of the Purchase Period). Participants may decrease their contribution level or withdraw from the ESPP at any time during the Purchase Period subject to certain conditions.

For the years ended December 31, 2024 and 2023, the Company recognized $162 and $127, respectively, in compensation expense related to the ESPP. As of December 31, 2024, total unrecognized compensation expense related to the ESPP was $40, which will be recognized over the next 0.4 years.

Stock-based Compensation Expense

Stock-based compensation expense recognized in connection with stock options, RSUs, PSUs and the ESPP for the years ended December 31, 2024 and 2023 was classified as follows on the consolidated statements of operations:

	Year ended December 31,
	2024		2023
General and administrative	$	7,200	$	6,114
Sales and marketing		2,920		3,252
Research and development		2,963		4,613
Total	$	13,083	$	13,979