MASS 8-K/A
908 Devices Inc. (MASS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
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EXPLANATORY NOTE: On March 4, 2025, 908 Devices Inc., a Delaware corporation (the “Company”), filed a Current Report on Form 8-K (the “Original Report”) with the U.S. Securities and Exchange Commission. The Original Report disclosed the consummation of the previously announced sale of its portfolio of desktop devices used in the field of bioprocessing process analytical technologies (the “Business”). This Current Report on Form 8-K/A amends the Original Report to include the pro forma financial information required by Item 9.01(b). Except as provided herein, the disclosures made in the Original Report remain unchanged.
ITEM 9.01. Financial Statements and Exhibits.
(b) Pro forma financial information
The unaudited pro forma condensed consolidated financial information of the Company giving effect to the sale of the Business is attached as Exhibit 99.1 to this Current Report on Form 8-K/A and incorporated herein by reference.
(d) Exhibits
| Exhibit No. | Description of Exhibit | |
| 99.1 | 908 Devices Inc. Unaudited Pro Forma Condensed Consolidated Financial Information | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: March 7, 2025
| 908 Devices Inc. | |||
| By: | /s/ Michael S. Turner | ||
| Name: | Michael S. Turner | ||
| Title: | Chief Legal and Administrative Officer | ||
Exhibit 99.1
UNAUDITED PRO FOMA CONDNSED FINANCIAL INFORMATION
INDEX TO FINANCIAL STATEMENTS
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On March 4, 2025 (the “Closing Date”), 908 Devices Inc. (the “Company”) completed its previously announced sale of the Company’s desktop portfolio, as defined below (the “Transaction”) pursuant to the Securities and Asset Purchase Agreement (the “Purchase Agreement”) with Repligen Corporation (“Repligen”). Under the terms of the Purchase Agreement, on the terms and subject to the conditions thereof, among other things, the Company sold to Repligen the Company’s tangible and intangible assets, properties and rights, including assumed contracts (the “Purchased Assets”) related to the activities, operations, and undertakings focused on the research, development, manufacture, testing, commercialization and distribution of the Company’s desktop commercial-stage analytical technology devices currently marketed or in development, including products sold under the names of Maverick, Rebel, Maven, Trace C2 and ZipChip (the “Desktop Business”). As a part of the Purchase Agreement, Repligen acquired from the Company, 100% of the Company’s direct interests in 908 Devices GmbH, a wholly owned subsidiary of the Company. In addition, in connection with the Transaction, Repligen assumed the lease obligation for the North Carolina facility attributable to the Desktop Business and entered into employment agreements with more than fifty employees of the Company. Subsequent to the Closing Date, and anticipated to be in March 2025, the Company will terminate the remaining employees that were previously supporting the Desktop Business. In conjunction with the Purchase Agreement, the Company and Repligen also entered into a supply agreement to supply certain products manufactured and/or sold by the Company to Repligen (the “Supply Agreement”), as well as an agreement to provide to Repligen or, at Repligen’s election, its Subsidiaries, certain transition services in relation to the Desktop Business (the “Transition Services Agreement”).
As a result of this Transaction, effective in the first quarter of 2025, the Company will present the Desktop Business as a discontinued operation for all periods presented. The accompanying unaudited pro forma condensed consolidated balance sheet as of December 31, 2024 is presented as if the Transaction had occurred as of December 31, 2024. The unaudited pro forma condensed consolidated statements of operations for the years ended December 31, 2024 and 2023 reflect the Company’s results as if the Transaction had occurred as of January 1, 2024. As the sale of the Desktop Business qualifies as a discontinued operation per ASC 205, Presentation of Financial Statements-Discontinued Operations (“ASC 205”), the unaudited pro forma condensed consolidated statements of operations for the years ended December 31, 2024 and 2023 reflect the effects of the disposition of the Desktop Business as a discontinued operation.
The unaudited pro forma condensed consolidated financial information has been prepared based upon available information and management estimates; actual amounts may differ from these estimated amounts. The unaudited pro forma condensed consolidated financial information is not necessarily indicative of the financial position or results of operations that might have occurred had the Transaction occurred as of the dates stated above or for any period following the sale of the Desktop Business. The pro forma adjustments are described in the notes and the unaudited pro forma condensed consolidated financial information should be read in conjunction with the related notes.
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908 Devices Inc.
Unaudited Pro Forma Condensed Consolidated Balance Sheet
As of December 31, 2024
(in thousands)
| Historical | Discontinued | Transaction Accounting | Pro Forma | |||||||||||||
| 908 Devices Inc. | Operation (A) | Adjustments | Combined | |||||||||||||
| Assets | ||||||||||||||||
| Current assets: | ||||||||||||||||
| Cash and cash equivalents | $ | 44,032 | $ | 65,331 | $ | — | $ | 109,363 | ||||||||
| Marketable securities | 25,568 | — | — | 25,568 | ||||||||||||
| Accounts receivable, net | 12,627 | (3,604 | ) | — | 9,023 | |||||||||||
| Inventory | 16,173 | (5,287 | ) | — | 10,886 | |||||||||||
| Prepaid expenses and other current assets | 4,655 | (471 | ) | — | 4,184 | |||||||||||
| Total current assets | 103,055 | 55,969 | — | 159,024 | ||||||||||||
| Operating lease, right-of-use assets | 6,910 | (3,068 | ) | — | 3,842 | |||||||||||
| Property and equipment, net | 3,421 | (1,826 | ) | — | 1,595 | |||||||||||
| Intangible assets, net | 45,261 | (6,582 | ) | — | 38,679 | |||||||||||
| Other long-term assets | 829 | (318 | ) | — | 511 | |||||||||||
| Total assets | $ | 159,476 | $ | 44,175 | $ | — | $ | 203,651 | ||||||||
| Liabilities and Stockholders' Equity | ||||||||||||||||
| Current liabilities: | ||||||||||||||||
| Accounts payable | $ | 2,063 | $ | (142 | ) | $ | — | $ | 1,921 | |||||||
| Accrued expenses | 9,096 | (2,404 | ) | 650 | (C) | 7,342 | ||||||||||
| Deferred revenue | 12,125 | (1,676 | ) | — | 10,449 | |||||||||||
| Operating lease liabilities | 1,865 | (392 | ) | — | 1,473 | |||||||||||
| Total current liabilities | 25,149 | (4,614 | ) | 650 | 21,185 | |||||||||||
| Operating lease liabilities, net of current portion | 4,742 | (2,142 | ) | — | 2,600 | |||||||||||
| Deferred revenue, net of current portion | 10,679 | (595 | ) | — | 10,084 | |||||||||||
| Deferred income taxes | 2,030 | (2,030 | ) | — | — | |||||||||||
| Contingent consideration | 2,284 | — | — | 2,284 | ||||||||||||
| Total liabilities | 44,884 | (9,381 | ) | 650 | 36,153 | |||||||||||
| Commitments and contingencies | ||||||||||||||||
| Stockholders' equity: | ||||||||||||||||
| Common stock | 35 | — | — | 35 | ||||||||||||
| Additional paid-in capital | 356,216 | — | — | 356,216 | ||||||||||||
| Accumulated other comprehensive income | 1,146 | (1,146 | )(B) | — | — | |||||||||||
| Accumulated (deficit) earnings | (242,805 | ) | 54,702 | (650 | ) | (188,753 | ) | |||||||||
| Total stockholders' equity | 114,592 | 53,556 | (650 | ) | 167,498 | |||||||||||
| Total liabilities and stockholders' equity | $ | 159,476 | $ | 44,175 | $ | — | $ | 203,651 | ||||||||
See accompanying notes to unaudited pro forma condensed financial information.
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908 Devices Inc.
Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the year Ended December 31, 2024
(in thousands, except share and per share data)
| 908 Devices Inc. | Transaction | |||||||||||||||||||
| Historical | Discontinued | Continuing | Accounting | Pro Forma | ||||||||||||||||
| 908 Devices Inc. | Operation (D) | Operations | Adjustments | Combined | ||||||||||||||||
| Revenue: | ||||||||||||||||||||
| Product revenue | $ | 43,922 | $ | (10,153 | ) | 33,769 | $ | — | $ | 33,769 | ||||||||||
| Service and contract revenue | 15,709 | (1,734 | ) | 13,975 | — | 13,975 | ||||||||||||||
| Total revenue | 59,631 | (11,887 | ) | 47,744 | — | 47,744 | ||||||||||||||
| Cost of revenue: | ||||||||||||||||||||
| Product cost of revenue | 21,645 | (4,194 | ) | 17,451 | — | 17,451 | ||||||||||||||
| Service and contract cost of revenue | 8,130 | (1,954 | ) | 6,176 | — | 6,176 | ||||||||||||||
| Total cost of revenue | 29,775 | (6,148 | ) | 23,627 | — | 23,627 | ||||||||||||||
| Gross profit | 29,856 | (5,739 | ) | 24,117 | — | 24,117 | ||||||||||||||
| Operating expenses: | ||||||||||||||||||||
| Research and development | 25,495 | (11,271 | ) | 14,224 | — | 14,224 | ||||||||||||||
| Selling, general and administrative | 53,636 | (14,357 | ) | 39,279 | 650 | (C) | 39,929 | |||||||||||||
| Change in fair value of contingent consideration | (13,216 | ) | — | (13,216 | ) | — | (13,216 | ) | ||||||||||||
| Goodwill impairment | 40,659 | (10,481 | ) | 30,178 | — | 30,178 | ||||||||||||||
| Total operating expenses | 106,574 | (36,109 | ) | 70,465 | 650 | 71,115 | ||||||||||||||
| Loss from operations | (76,718 | ) | 30,370 | (46,348 | ) | (650 | ) | (46,998 | ) | |||||||||||
| Other income, net | ||||||||||||||||||||
| Interest income | 4,494 | — | 4,494 | — | 4,494 | |||||||||||||||
| Other income (expense), net | (264 | ) | 31 | (233 | ) | 2,300 | (E) | 2,067 | ||||||||||||
| Total other income, net | 4,230 | 31 | 4,261 | 2,300 | 6,561 | |||||||||||||||
| (Loss) income from operations before income taxes | (72,488 | ) | 30,401 | (42,087 | ) | 1,650 | (40,437 | ) | ||||||||||||
| Benefit from (provision for) income taxes | 282 | (282 | ) | — | — | — | ||||||||||||||
| Net (loss) income from continuing operations | $ | (72,206 | ) | $ | 30,119 | (42,087 | ) | $ | 1,650 | $ | (40,437 | ) | ||||||||
| Net loss from continuing operations per share | ||||||||||||||||||||
| Basic and diluted | $ | (2.12 | ) | $ | (1.19 | ) | ||||||||||||||
| Weighted average common shares outstanding | ||||||||||||||||||||
| Basic and diluted | 34,076,321 | 34,076,321 | ||||||||||||||||||
See accompanying notes to unaudited pro forma condensed financial information.
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908 Devices Inc.
Unaudited Pro Forma Condensed Consolidated Statement of Operations
For the year Ended December 31, 2023
(in thousands, except share and per share data)
| Historical | Discontinued | Pro Forma | ||||||||||
| 908 Devices Inc. | Operation (D) | Combined | ||||||||||
| Revenue: | ||||||||||||
| Product revenue | $ | 40,214 | $ | (9,737 | ) | $ | 30,477 | |||||
| Service and contract revenue | 10,015 | (2,252 | ) | 7,763 | ||||||||
| Total revenue | 50,229 | (11,989 | ) | 38,240 | ||||||||
| Cost of revenue: | ||||||||||||
| Product cost of revenue | 18,428 | (6,415 | ) | 12,013 | ||||||||
| Service and contract cost of revenue | 6,479 | (888 | ) | 5,591 | ||||||||
| Total cost of revenue | 24,907 | (7,303 | ) | 17,604 | ||||||||
| Gross profit | 25,322 | (4,686 | ) | 20,636 | ||||||||
| Operating expenses: | ||||||||||||
| Research and development | 21,904 | (7,658 | ) | 14,246 | ||||||||
| Selling, general and administrative | 46,176 | (13,238 | ) | 32,938 | ||||||||
| Total operating expenses | 68,080 | (20,896 | ) | 47,184 | ||||||||
| Loss from operations | (42,758 | ) | 16,210 | (26,548 | ) | |||||||
| Other income, net | ||||||||||||
| Interest income | 6,480 | (7 | ) | 6,473 | ||||||||
| Interest expense | (201 | ) | — | (201 | ) | |||||||
| Other expense, net | (131 | ) | (322 | ) | (453 | ) | ||||||
| Total other income, net | 6,148 | (329 | ) | 5,819 | ||||||||
| (Loss) income from operations before income taxes | (36,610 | ) | 15,881 | (20,729 | ) | |||||||
| Benefit from (provision for) income taxes | 211 | (211 | ) | — | ||||||||
| Net (loss) income from continuing operations | $ | (36,399 | ) | $ | 15,670 | $ | (20,729 | ) | ||||
| Net loss from continuing operations per share | ||||||||||||
| Basic and diluted | $ | (1.13 | ) | $ | (0.64 | ) | ||||||
| Weighted average common shares outstanding | ||||||||||||
| Basic and diluted | 32,239,394 | 32,239,394 | ||||||||||
See accompanying notes to unaudited pro forma condensed financial information.
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908 Devices Inc.
Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements
1. Basis of Presentation
The following unaudited pro forma condensed financial information has been prepared in accordance with Article 11 of Regulation S-X, Pro Forma Financial Information, as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses” (“Article 11”).
The accompanying unaudited pro forma condensed consolidated balance sheet as of December 31, 2024 is presented as if the Transaction had occurred as of December 31, 2024. The unaudited pro forma condensed consolidated statements of operations for the years ended December 31, 2024 and 2023 reflect the Company’s results as if the Transaction had occurred as of January 1, 2024. As the sale of the Desktop Business qualifies as a discontinued operation per ASC 205, Presentation of Financial Statements-Discontinued Operations (“ASC 205”), the unaudited pro forma condensed consolidated statements of operations for the years ended December 31, 2024 and 2023 reflect the effects of the disposition of the Desktop Business as a discontinued operation.
The unaudited pro forma condensed consolidated balance sheet includes the sale of the assets and liabilities of the Desktop Business pursuant to the Purchase Agreement presented and adjustments required to reflect the estimated cash proceeds received and gain realized in connection with the Transaction, net of transaction costs. The unaudited pro forma condensed consolidated statements of operations for the years ended December 31, 2024 and 2023 reflect the effects of disposition of Desktop Business as a discontinued operation. Pro forma adjustments have not been made related to the Supply Agreement as the sales under this agreement deemed to be immaterial.
The unaudited pro forma combined financial information and the accompanying notes should be read in conjunction with the audited consolidated historical financial statements of the Company for the years ended December 31, 2024 and December 31, 2023 contained in the Company’s Annual Report on Form 10-K filed for the year ended December 31, 2024 filed with the SEC on March 7, 2025.
The gain reflected in the unaudited pro forma condensed consolidated balance sheet is based on the Company's effective tax rate of 0% and assumes the Company's net operating losses will be utilized. However, utilization of the loss carryforwards may be subject to a substantial annual limitation due to ownership change limitations that may have occurred as required under Internal Revenue Code Section 382 as well as similar state and foreign provisions. Accordingly, these ownership changes may limit the amount of loss carryforwards that can be utilized to offset the taxable gain and the actual gain on sale may be less.
The estimated gain on the sale of the Desktop Business is based on the historical condensed consolidated financial statements as of December 31, 2024 and has been calculated as follows (in thousands):
| Upfront payment, net of $4.0 million of transaction costs | $ | 66,009 | ||
| Release of cumulative translation adjustment under 908 Devices GmbH | 1,146 | |||
| $ | 67,155 | |||
| Cash | $ | 678 | ||
| Accounts receivable | 3,604 | |||
| Inventory | 5,287 | |||
| Prepaid expenses and other current assets | 471 | |||
| Property and equipment, net | 1,826 | |||
| Operating lease right-of-use assets | 3,068 | |||
| Intangible assets, net of related deferred tax liabilities | 4,552 | |||
| Other non-current assets | 318 | |||
| Accounts payable | (142 | ) | ||
| Accrued expenses and other current liabilities | (2,404 | ) | ||
| Deferred revenue | (2,271 | ) | ||
| Operating lease liabilities | (2,534 | ) | ||
| Net assets transferred | $ | 12,453 | ||
| Estimated gain on sale | $ | 54,702 |
The net assets transferred were based on a preliminary estimate of the assets acquired and liabilities assumed by Repligen. The accounting is subject to revision as more detailed analyses are completed and additional information about the carrying values of assets acquired and liabilities assumed becomes available.
6
The historical consolidated financial statements have been adjusted to give effect to pro forma events based on information available to management during the preparation of the pro forma financial information and assumptions that management believes are reasonable and supportable. The following unaudited pro forma condensed financial statements are provided for illustrative purposes only. They do not purport to represent what the actual results of operations or the financial position would have been had the Transaction occurred on the dates indicated, or on any other date, nor are they necessarily indicative of the Company’s future results of operations or the financial position after the Transaction.
2. Notes to Pro Forma Adjustments
The unaudited pro forma condensed consolidated statements balance sheet and operations reflect the effect of the following adjustments:
| A. | Reflects the discontinued operations of the Desktop Business, including associated assets, liabilities, and equity in accordance with ASC 205-20, Presentation of Financial Statements – Discontinued Operations as currently estimated. The balance in accumulated deficit reflects the estimated gain on sale of the Desktop Business. The estimated gain on sale of the Desktop Business is not reflected in the unaudited pro forma condensed consolidated statements of operations as the impact is included in discontinued operations. The accounting for the gain on the sale of the Desktop Business and adjustments related to the Transaction have not yet been finalized. |
| B. | Represents the release of the cumulative translation adjustments due to the substantial liquidation of a foreign entity. |
| C. | Reflects a bonus paid to remaining employees of the Company as a result of completing the Transaction. |
| D. | Reflects the reclassification of the operating results of the Desktop Business included in the Company’s historical condensed consolidated financial statements to discontinued operations. These reclassifications include direct operating expenses incurred by the discontinued operation that are directly identifiable as revenues and costs of the Desktop Business being disposed of that the Company will not continue to recognize on an ongoing basis. Indirect expenses, such as allocated corporate overhead costs were excluded as they do not meet the requirements to be presented in discontinued operations. |
| E. | Reflects the estimated effect of the Transition Services Agreement entered into at the Closing Date. The adjustments reflect the estimate of other income and various transition services. |
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