On March 30, 2026, the Company completed the sale of Polymem S.A.S. (“Polymem”) for total consideration of $3.6 million, net of cash divested, which was received during the second quarter of 2026. The Company recognized a net loss on the sale during the nine months ended September 30, 2026, of $13.7 million, which was recorded within loss on sale of business on the condensed consolidated statements of comprehensive income or loss.

On March 4, 2025, the Company completed its acquisition of 908 Devices Inc.’s (“908 Devices”) desktop portfolio of four devices for bioprocessing process analytical technology applications (“PAT Portfolio”, together with 908 Devices, the “908 Devices PAT Portfolio”). In connection with the transaction, Repligen also acquired facilities, employees, equipment and lease obligations for facilities in North Carolina and Braunschweig, Germany as well as certain working capital balances related to the PAT Portfolio. This transaction is referred to as the 908 Devices PAT Portfolio acquisition.

The Company accounted for the 908 Devices PAT Portfolio acquisition as a purchase of a business in accordance with ASC 805, “Business Combinations.” Under the securities and asset purchase agreement, the PAT Portfolio and associated net assets were acquired for cash consideration of $69.9 million. The assets acquired and liabilities assumed were recorded as of the acquisition date, at their respective fair values and consolidated with those of the Company.

Acquisition-related costs are not included as a component of consideration transferred but are expensed in the periods in which such costs are incurred. The Company has incurred $14.2 million of transaction and integration costs associated with the 908 Devices PAT Portfolio acquisition from the date of acquisition to September 30, 2026, of which $0.4 million and $1.7 million were incurred during the three and nine months ended September 30, 2026, respectively. The transaction and integration costs are included in operating expenses in the condensed consolidated statements of comprehensive income or loss.


Cash and cash equivalents	$	191
Accounts receivable	1,110
Inventory	6,946
Prepaid expenses and other current assets	651
Property and equipment	1,698
Operating lease right of use assets	2,552
Other assets, long-term	41
Customer relationships	5,040
Developed technology	6,910
Trademark and tradename	1,660
Goodwill	50,177
Accounts payable	(208)
Accrued liabilities	(542)
Operating lease liabilities	(2,552)
Deferred revenue	(2,366)
Deferred tax liability	(1,011)
Fair value of net assets acquired	$	70,297

The goodwill of $50.2 million represents future economic benefits expected to arise from anticipated synergies from the integration of the 908 Devices PAT Portfolio into the Company. These synergies include operating efficiencies and strategic benefits projected to be achieved as a result of the 908 Devices PAT Portfolio acquisition. Goodwill is calculated based on the acquired assets in the United States and Germany. Goodwill related to the United States of $39.6 million is deductible for income tax purposes. The goodwill of $10.6 million related to Germany is nondeductible for income tax purposes.

The following table sets forth the components of the identified intangible assets associated with the 908 Devices PAT Portfolio acquisition and their estimated useful lives:


	Useful life	Fair Value
		(Amounts in thousands)
Customer relationships	8 - 9 years	$	5,040
Developed technology	10 - 12 years	6,910
Trademark and tradename	13 - 14 years	1,660
		$	13,610