4.    Stockholders’ Equity

Common Stock

During the three months ended March 31, 2026, the Company issued 4,814 shares of common stock as a result of stock option exercises, for gross proceeds of $5, and issued 327,240 shares from the vesting of restricted stock units.

Preferred Stock

The Company’s certificate of incorporation authorizes the issuance of up to 5,000,000 shares of preferred stock, par value $0.01 per share. As of March 31, 2026 and December 31, 2025, no shares of preferred stock were issued or outstanding.

Stock Incentive Plans

In May 2022, the 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, the Company ceased granted awards under its previously adopted MaxCyte Inc. Long-Term  the 2016 Plan (the “2016 Plan”) and the MaxCyte Inc. 2021 Inducement Plan (the “2021 Inducement Plan”), although all outstanding awards 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 2021 Inducement Plan are forfeited, the shares underlying such forfeited options will become available for issuance under the 2022 Plan. At the Company’s Annual Meeting of Stockholders held on June 18, 2025, June 11, 2024 and June 22, 2023, the Company’s stockholders approved to reserve an additional 2,950,000, 2,300,000, and 6,069,000, respectively, for issuance pursuant to future awards under the 2022 Plan.

At March 31, 2026 and December 31, 2025, there were 6,171,000 and 8,413,000 shares, respectively, available to be issued under the 2022 Plan.

In March 2026, the Company adopted the MaxCyte, Inc. 2026 Inducement Plan (the “2026 Inducement Plan”) to provide for the awarding of (i) non-statutory stock options; (ii) stock appreciation rights; (iii) restricted stock awards; (iv) restricted stock unit awards; (v) performance awards; and (vi) other awards, in each case, 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. Upon adoption, the Company reserved 1,000,000 shares of Common Stock for issuance under the 2026 Inducement Plan.  As of March 31, 2026, there were 625,000 shares available to be issued under the 2026 Inducement Plan.

The value of an equity award is recognized as expense on a straight-line basis over the requisite service period. At March 31, 2026, total unrecognized compensation expense was $8,661, which will be recognized over an estimated weighted-average period of 2.6 years.

Stock Options

The weighted-average fair value of the stock options granted during the three months ended March 31, 2026 and 2025 was estimated to be $0.43 and $1.93 per option share, respectively.  

Restricted Stock Units (“RSUs”)

The weighted-average fair value of the RSUs granted during the three months ended March 31, 2026 and 2025 was estimated to be $0.69 and $3.49 per RSU, respectively.  

Stock-based Compensation Expense

The Company recorded stock-based compensation expense in the following expense categories on its unaudited condensed consolidated statements of operations:

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