Discontinued Operation and TSA

9 Months Ended

Sep. 30, 2026

Discontinued Operation and TSA

Discontinued Operation and TSA

3. Discontinued Operations and TSA

On March 3, 2025, upon board approval of the transaction, the Company classified its Desktop Portfolio as held for sale, and the Company then completed the sale of its Desktop Portfolio to Repligen on March 4, 2025. The Company has determined the sale of the Desktop Portfolio represents a strategic shift that will have a major effect on its business and therefore met the criteria for classification as discontinued operations as of March 3, 2025.

The related assets and liabilities of the Desktop Portfolio were classified as assets and liabilities of discontinued operations in the consolidated balance sheets and the results of operations from the Desktop Portfolio as discontinued operations in the consolidated statements of operations. Applicable amounts in prior years have been recast to conform to this discontinued operations presentation.

As of September 30, 2026 and December 31, 2025, there were no assets or liabilities of discontinued operations, as the Company completed the sale of its Desktop Portfolio to Repligen on March 4, 2025.

The following table presents the gain on the sale of the Desktop Portfolio as of September 30, 2025, pursuant to the Securities and Asset Purchase Agreement by and between the Company and Repligen, dated as of the Closing Date (the “Repligen Purchase Agreement”) (in thousands):


Consideration received
Payment for fair value transferred for Desktop Portfolio⁽¹⁾⁽²⁾		$	69,909

Net assets transferred
Cash		$	189
Accounts receivable⁽²⁾			1,080
Inventory			5,418
Prepaid expenses and other current assets⁽²⁾			333
Property and equipment, net			1,668
Operating lease right-of-use assets			2,983
Intangible assets and other long-term assets			6,489
Accounts payable			(208)
Accrued expenses and other current liabilities			(552)
Deferred revenue			(2,362)
Operating lease liabilities			(2,471)
Deferred income taxes			(2,034)
Net assets transferred		$	10,533

Transaction costs		$	(4,373)
Release of cumulative translation adjustment under 908 Devices GmbH			1,125
Gain on sale, pre-tax		$	56,128
Income tax			—
Gain on sale, net of tax		$	56,128

(1)

This cash payment consists of $70.0 million, less fees and other working capital adjustments of $0.1 million.

(2)

Working capital adjustments in the net amount of less than $0.1 million were subsequently recognized for Accounts receivable, Prepaid expenses and other current assets and agreed upon with Repligen in the three months ended September 30, 2025.

For the nine months ended September 30, 2026 and 2025, the Company recognized no gain and a $56.1 million gain, net of tax, respectively, within net income from discontinued operations on the Company’s condensed consolidated statements of operations.

The following table presents the financial results of the discontinued operations prior to the sale of the Desktop Portfolio (in thousands):


		Three Months Ended September 30,			Nine Months Ended September 30,
		2025			2025
Revenue:
Product revenue		$	—		$	612
Service and contract revenue			—			464
Total revenue			—			1,076
Cost of revenue:
Product cost of revenue			—			571
Service and contract cost of revenue			—			340
Total cost of revenue			—			911
Gross profit			—			165
Operating expenses:
Research and development			—			1,576
Selling, general and administrative			—			1,668
Total operating expenses			—			3,244
Other income (expense), net:
(Loss) gain on divesture			(72)			56,128
Other expense, net:			—			(95)
Total other (expense) income, net:			(72)			56,033
Income (loss) from discontinued operations before income taxes		$	(72)		$	52,954
Benefit for income taxes			—			16
Net (loss) income from discontinued operations, net of tax		$	(72)		$	52,970

In accordance with ASC 205-20, only expenses specifically identifiable and related to a business to be disposed may be presented in discontinued operations. As such, the research and development and general and administrative expenses in discontinued operations only include corporate costs incurred directly to support the Desktop Portfolio.

The Company has also entered into a TSA with Repligen, through which the Company provided certain technology, financial, manufacturing and other operational transition services to Repligen for a period of time, and maintained the personnel and facilities required to provide such services for the duration specified for each such service. Income from TSA, net of directly identifiable costs, is included as income from transition services agreement, net under other income, net. The services and obligations under the TSA were completed as of June 30, 2026.

The cash flows related to discontinued operations have not been segregated and are included in the condensed consolidated statements of cash flows. The Company received release of escrow of $3.5 million during the nine months ended September 30, 2026. Excluding the gain of $56.1 million recognized on the sale of the Desktop Portfolio presented in the condensed consolidated statements of cash flows for the nine months ended September 30, 2025, there were no other material operating or investing non-cash items related to the Desktop Portfolio for either period presented.