Alpha Teknova, Inc 10-Q for FY2026 Q3
Alpha Teknova, Inc. (TKNO)
About this 10-Q
Alpha Teknova, Inc filed this 10-Q on November 5, 2026, covering the quarter ended September 30, 2026 (FY2026 Q3).
Alpha Teknova posted $12.7 million revenue for the three months ended September 30, 2026, up from $10.5 million, with an operating loss of $3.2 million versus $4.0 million. Its October 22, 2026 public offering raised $46.0 million gross and approximately $42.9 million net. AI summary
Headline figures
Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $12.7M
- up 21.5% from $10.45M a year earlier
- Net loss
- $3.49M
- compared with a net loss of $4.29M a year earlier
- Diluted EPS
- -$0.06
- compared with -$0.08 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number:
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer |
(Address of principal executive offices) |
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Registrant’s telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of November 4, 2026, the registrant had
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q, including statements relating to our financial condition, results of operations, plans, objectives, future performance and business, are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “would,” “potential,” “likely,” or “continue” or the negative of these terms or other similar expressions. Forward-looking statements contained in this Quarterly Report on Form 10-Q may include, but are not limited to, statements about:
2
We caution you that the foregoing list may not contain all the forward-looking statements made in this Quarterly Report on Form 10-Q.
We have based the forward-looking statements contained in this Quarterly Report on Form 10-Q primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations, prospects, business strategy, and financial needs. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties, assumptions, and other factors described in the section titled “Risk Factors” in Part I, Item 1A, of our Annual Report on Form 10-K filed with the SEC on March 2, 2026 (the 2025 Annual Report on Form 10-K) and elsewhere in this Quarterly Report on Form 10-Q. These risks are not exhaustive. Other sections of this Quarterly Report on Form 10-Q include additional factors that could adversely impact our business and financial performance. Furthermore, new risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report on Form 10-Q. We cannot assure you that the results, events, and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements.
In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject, based upon information available to us as of the date of this Quarterly Report on Form 10-Q. While we believe that information forms a reasonable basis for such statements, it may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and investors are cautioned not to rely upon them unduly.
The forward-looking statements in this Quarterly Report on Form 10-Q are made as of the date hereof. We undertake no obligation to update any forward-looking statements after the date of this Quarterly Report on Form 10-Q or to conform such statements to actual results or revised expectations, except as required by law.
Unless the context otherwise requires, the terms “Teknova,” the “Company,” “we,” “us,” and “our” in this Quarterly Report on Form 10-Q refer to Alpha Teknova, Inc.
3
ALPHA TEKNOVA, INC.
Form 10-Q for the Quarter Ended September 30, 2026
INDEX
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PART I. |
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Item 1. |
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5 |
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Condensed Statements of Operations (Unaudited) for the Three and Nine Months Ended September 30, 2026 and 2025 |
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5 |
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Condensed Balance Sheets (Unaudited) at September 30, 2026 and December 31, 2025 |
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6 |
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7 |
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Condensed Statements of Cash Flows (Unaudited) for the Nine Months Ended September 30, 2026 and 2025 |
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9 |
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Notes to Unaudited Condensed Financial Statements (Unaudited) |
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10 |
Item 2. |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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19 |
Item 3. |
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28 |
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Item 4. |
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28 |
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PART II. |
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29 |
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Item 1. |
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29 |
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Item 1A. |
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30 |
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Item 2. |
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32 |
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Item 3. |
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32 |
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Item 4. |
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32 |
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Item 5. |
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32 |
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Item 6. |
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32 |
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33 |
4
PART I – FINANCIAL INFORMATION
Item 1. Condensed Financial Statements
ALPHA TEKNOVA, INC.
Condensed Statements of Operations
(Unaudited)
(in thousands, except share and per share data)
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For the Three Months Ended September 30, |
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For the Nine Months Ended September 30, |
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2026 |
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2025 |
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2026 |
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2025 |
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Revenue |
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$ |
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$ |
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$ |
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$ |
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Cost of sales |
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Gross profit |
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Operating expenses: |
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Research and development |
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Sales and marketing |
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General and administrative |
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Amortization of intangible assets |
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Total operating expenses |
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Loss from operations |
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( |
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( |
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Other expenses, net |
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Interest expense, net |
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( |
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Other adjustment to loan exit fee |
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Other income |
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Total other expenses, net |
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Loss before income taxes |
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( |
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( |
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( |
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Provision for income taxes |
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Net loss |
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$ |
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$ |
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$ |
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$ |
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Net loss per share—basic and diluted |
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$ |
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$ |
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$ |
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$ |
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Weighted average shares used in computing net loss per share—basic and diluted |
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The accompanying notes are an integral part of these condensed financial statements.
5
ALPHA TEKNOVA, INC.
Condensed Balance Sheets
(Unaudited)
(in thousands, except share and per share data)
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As of |
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As of |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
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$ |
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Short-term investments, held-to-maturity |
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Accounts receivable, net of allowance for credit losses of $ |
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Inventories, net |
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Prepaid expenses and other current assets |
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Total current assets |
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Property, plant, and equipment, net |
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Operating right-of-use lease assets |
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Intangible assets, net |
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Other non-current assets |
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Total assets |
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$ |
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$ |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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Current liabilities: |
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Accounts payable |
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$ |
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$ |
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Accrued liabilities |
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Current portion of operating lease liabilities |
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Total current liabilities |
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Deferred tax liabilities |
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Long-term debt, net |
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Long-term operating lease liabilities |
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Total liabilities |
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Stockholders’ equity: |
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Preferred stock, $ |
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Common stock, $ |
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Additional paid-in capital |
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Accumulated deficit |
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( |
) |
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( |
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Total stockholders’ equity |
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Total liabilities and stockholders’ equity |
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$ |
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$ |
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The accompanying notes are an integral part of these condensed financial statements.
6
ALPHA TEKNOVA, INC.
Condensed Statements of Stockholders’ Equity
(in thousands, except share data)
(Unaudited)
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Common Stock |
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Additional |
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Accumulated |
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Stockholders’ |
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Shares |
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Amount |
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Capital |
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Deficit |
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Equity |
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Balance at July 1, 2026 |
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$ |
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$ |
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$ |
( |
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$ |
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Stock-based compensation |
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— |
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— |
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— |
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Issuance of common stock upon exercise of stock options |
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— |
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— |
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Net loss |
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— |
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— |
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— |
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( |
) |
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( |
) |
Balance at September 30, 2026 |
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$ |
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$ |
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$ |
( |
) |
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$ |
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Common Stock |
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Additional |
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Accumulated |
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Stockholders’ |
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Shares |
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Amount |
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Capital |
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Deficit |
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Equity |
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Balance at July 1, 2025 |
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$ |
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$ |
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$ |
( |
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$ |
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Stock-based compensation |
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— |
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— |
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— |
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Issuance of common stock upon exercise of stock options |
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— |
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— |
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Net loss |
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— |
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— |
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— |
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( |
) |
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( |
) |
Balance at September 30, 2025 |
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$ |
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$ |
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$ |
( |
) |
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$ |
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The accompanying notes are an integral part of these condensed financial statements.
7
ALPHA TEKNOVA, INC.
Condensed Statements of Stockholders’ Equity
(in thousands, except share data)
(Unaudited)
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Common Stock |
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Additional |
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Accumulated |
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Stockholders’ |
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Shares |
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Amount |
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Capital |
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Deficit |
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Equity |
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Balance at January 1, 2026 |
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$ |
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$ |
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$ |
( |
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$ |
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Stock-based compensation |
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— |
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— |
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— |
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Issuance of common stock upon exercise of stock options |
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— |
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— |
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Vesting of restricted stock units |
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— |
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— |
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— |
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— |
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Issuance of common stock under employee stock purchase plan |
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— |
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— |
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Net loss |
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— |
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— |
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— |
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( |
) |
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( |
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Balance at September 30, 2026 |
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$ |
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$ |
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$ |
( |
) |
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$ |
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Common Stock |
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Additional |
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Accumulated |
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Stockholders’ |
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Shares |
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Amount |
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Capital |
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Deficit |
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Equity |
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Balance at January 1, 2025 |
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$ |
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$ |
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$ |
( |
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$ |
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Stock-based compensation |
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— |
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— |
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— |
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Issuance of common stock upon exercise of stock options |
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— |
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— |
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Vesting of restricted stock units |
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— |
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— |
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— |
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— |
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Issuance of common stock under employee stock purchase plan |
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— |
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— |
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Net loss |
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— |
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— |
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— |
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( |
) |
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( |
) |
Balance at September 30, 2025 |
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$ |
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$ |
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$ |
( |
) |
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$ |
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The accompanying notes are an integral part of these condensed financial statements.
8
ALPHA TEKNOVA, INC.
Condensed Statements of Cash Flows
(Unaudited)
(in thousands)
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For the Nine Months Ended September 30, |
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2026 |
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2025 |
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Operating activities: |
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Net loss |
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$ |
( |
) |
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$ |
( |
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Adjustments to reconcile net loss to net cash used in operating activities: |
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Bad debt expense |
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Inventory reserve |
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Depreciation and amortization |
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Stock-based compensation |
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Deferred taxes |
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Accrued interest income on short-term investments |
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( |
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Amortization of discount on short-term investments |
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( |
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( |
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Amortization of debt financing costs |
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Other adjustment to loan exit fee |
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( |
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Non-cash lease expense |
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Loss on disposal of property, plant, and equipment |
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Changes in operating assets and liabilities: |
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Accounts receivable |
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( |
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( |
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Inventories |
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( |
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( |
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Prepaid expenses and other current assets |
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( |
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( |
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Other non-current assets |
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Accounts payable |
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Accrued liabilities |
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( |
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Other |
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( |
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Cash used in operating activities |
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( |
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Investing activities: |
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Purchases of short-term investments |
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( |
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Maturities of short-term investments |
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Purchases of property, plant, and equipment |
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( |
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Cash provided by investing activities |
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Financing activities: |
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Proceeds from long-term debt |
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Payment of exit fee costs |
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Proceeds from financed insurance premiums |
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Repayment of financed insurance premiums |
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Proceeds from exercise of stock options |
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Proceeds from issuance of common stock under employee stock purchase plan |
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Payment of debt issuance costs |
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Cash provided by financing activities |
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Change in cash and cash equivalents |
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Cash and cash equivalents at beginning of period |
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Cash and cash equivalents at end of period |
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$ |
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$ |
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Supplemental cash flow disclosures: |
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Income taxes paid |
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$ |
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$ |
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Interest paid, net of amounts capitalized |
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$ |
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$ |
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||
Capitalized property, plant, and equipment included in accounts payable and accrued liabilities |
|
$ |
|
|
$ |
|
||
Recognition of operating right-of-use lease asset |
|
$ |
|
|
$ |
|
||
Recognition of operating lease liabilities |
|
$ |
|
|
$ |
|
||
The accompanying notes are an integral part of these condensed financial statements.
9
ALPHA TEKNOVA, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
Note 1. Nature of the Business
Teknova produces critical reagents for the discovery, development, and commercialization of novel therapies, vaccines, and molecular diagnostics. Product offerings include pre-poured media plates for cell growth and cloning; liquid microbial culture media and supplements for cellular expansion; and molecular biology reagents for sample manipulation, resuspension, and purification. Teknova supports customers spanning the life sciences market, including pharmaceutical and biotechnology companies, contract development and manufacturing organizations, in vitro diagnostic franchises, and academic and government research institutions, with catalog and custom, made-to-order products.
Teknova manufactures its products at its Hollister, California headquarters and stocks inventory of raw materials, components, and finished goods at that location. The Company ships products directly from its warehouse in Hollister, California.
Note 2. Basis of Presentation and Summary of Significant Accounting Policies
Basis of Accounting, Presentation and Use of Estimates
The accompanying unaudited condensed interim financial statements and related notes have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) and applicable rules and regulations of the Securities and Exchange Commission (SEC) regarding interim financial reporting. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted in accordance with such rules and regulations.
The unaudited condensed financial statements have been prepared on a basis consistent with the audited annual financial statements as of and for the year ended December 31, 2025, and, in the opinion of management, reflect all adjustments, consisting solely of normal recurring adjustments, necessary for the fair presentation of the results for the interim periods presented. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain amounts of assets, liabilities, revenue, expenses, and related disclosures at the date of the financial statements and during the reporting period. Actual results may differ from those estimates.
These unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements and the related notes thereto as of and for the year ended December 31, 2025, included in the Company’s Annual Report on Form 10-K filed with the SEC on March 2, 2026 (the 2025 Annual Report on Form 10-K). Refer to “Notes to Financial Statements—Note 2. Basis of Presentation and Summary of Significant Accounting Policies,” within the 2025 Annual Report on Form 10-K for a full list of the Company’s significant accounting policies. The information in those notes has not changed except as a result of normal adjustments in the interim periods.
Recently Adopted Accounting Pronouncements
In July 2025, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) 2025-05, which amends Accounting Standards Codification (ASC) 326, Financial Instruments—Credit Losses, to provide an optional practical expedient for estimating expected credit losses on current accounts receivable and current contract assets arising from contracts with customers. Under this practical expedient, entities may elect to assume that conditions as of the balance sheet date do not change over the remaining life of the asset. The Company elected to adopt this practical expedient and applied the guidance prospectively beginning January 1, 2026. The adoption of this ASU has not had a material impact on the Company’s condensed financial statements, and the Company does not expect its adoption to have a material impact on its financial statements in future periods.
Accounting Pronouncements Not Yet Adopted
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), which requires the disaggregation of specific expense categories in the notes to the financial statements, as well as a qualitative description of remaining expense amounts that are not separately disaggregated. The guidance is effective for annual reporting periods beginning after December 15, 2026, and requires prospective application, with the option to apply it retrospectively. The Company is currently evaluating the impact of this guidance on its disclosures.
In September 2025, the FASB issued ASU 2025-06, which clarifies and modernizes the accounting for costs related to internal-use software in ASC 350-40, Intangibles—Goodwill and Other—Internal-Use Software. The guidance removes references to project stages in ASC 350-40 and clarifies the threshold at which entities begin capitalizing costs. Additionally, it specifies disclosure
10
requirements for capitalized software costs accounted for under ASC 350-40, regardless of how those costs are presented in the financial statements. The guidance is effective for fiscal years beginning after December 15, 2027, including interim reporting periods, with early adoption permitted. The Company is currently evaluating the impact of this guidance on its financial statements.
Note 3. Segment Reporting
Operating segments are defined as components of an entity for which separate financial information is available and that are regularly reviewed by the Chief Operating Decision Maker (CODM) to allocate resources to a segment and assess its performance. Teknova’s CODM is its Chief Executive Officer, currently Stephen Gunstream. Teknova derives revenue primarily in the U.S. through the manufacture and sale of critical reagents. Teknova has determined that it operates as one reporting unit, one operating segment, and one reportable segment, as the CODM reviews financial information on a consolidated basis for purposes of allocating resources, making operating decisions, and evaluating financial performance.
The CODM assesses performance and decides how to allocate resources and make operating decisions based on net loss, as reported in the Condensed Statements of Operations. Net loss is also used to monitor budget versus actual results. Segment assets are measured as total assets, as reported on the Condensed Balance Sheets. Revenues, expenses, and assets requiring disclosure in accordance with ASC 280, Segment Reporting, are included in the accompanying financial statements. See the Condensed Statements of Operations for the three and nine months ended September 30, 2026 and 2025 and the Condensed Balance Sheets as of September 30, 2026, and December 31, 2025, for details.
Note 4. Revenue Recognition
Teknova recognizes revenue from the sale of manufactured products and services when the Company transfers control of promised goods or services to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The Company’s sales are generally made pursuant to customer purchase orders. Control is transferred when the customer has the ability to direct the use of and obtain benefits from the goods or services. The majority of the Company’s performance obligations are satisfied at a point in time, generally upon shipment, when control of the products transfers to the customer.
Teknova’s revenue, disaggregated by product category, was as follows (in thousands):
|
|
For the Three Months Ended September 30, |
|
|
For the Nine Months Ended September 30, |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Lab Essentials |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Clinical Solutions |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Teknova’s revenue, disaggregated by geographic region, was as follows (in thousands):
|
|
For the Three Months Ended September 30, |
|
|
For the Nine Months Ended September 30, |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
United States |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
International |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total revenue |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Note 5. Concentrations of Risk
Customers
Customers that accounted for 10% or more of the Company’s revenues and outstanding balance of accounts receivable were as follows:
|
|
For the Three Months Ended September 30, |
|
For the Nine Months Ended September 30, |
|
As of |
|
As of |
||||
|
|
2026 |
|
2025 |
|
2026 |
|
2025 |
|
September 30, 2026 |
|
December 31, 2025 |
Distributor customer A |
|
|
|
|
|
|
||||||
11
The Company’s customers that are distributors, as opposed to direct customers, represent highly diversified customer bases.
Suppliers
Suppliers that accounted for 10% or more of the Company’s inventory purchases and outstanding balance of accounts payable were as follows:
|
|
For the Three Months Ended September 30, |
|
For the Nine Months Ended September 30, |
|
As of |
|
As of |
||||
|
|
2026 |
|
2025 |
|
2026 |
|
2025 |
|
September 30, 2026 |
|
December 31, 2025 |
Distributor supplier A |
|
|
|
|
|
|
||||||
Direct supplier A |
|
|
|
|
|
|
||||||
Direct supplier B |
|
|
|
|
|
* |
|
* |
||||
Direct supplier C |
|
* |
|
* |
|
* |
|
|
* |
|
* |
|
* Represents less than 10%.
The Company’s suppliers that are distributors, as opposed to direct suppliers, represent highly diversified supplier bases.
Note 6. Short-term Held-to-Maturity Investments
The Company invests excess cash balances in short-term U.S. Treasuries. Investments are classified based on the facts and circumstances present at the time of purchase. The appropriateness of that classification is subsequently reassessed at each reporting date. As of September 30, 2026, the Company had both the ability and intention to hold these investments until maturity and therefore has classified these investments as held-to-maturity and recorded them at amortized cost which approximates fair value and presented them in “Short-term investments, held-to-maturity” on the Condensed Balance Sheets. The fair value of the Company's short-term investments was based on quoted prices in active markets for these investments (Level 1). The income recognized for these investments was recorded within interest income on the Condensed Statements of Operations.
Note 7. Inventories, Net
Inventories consisted of the following (in thousands):
|
|
As of |
|
|
As of |
|
||
Finished goods, net |
|
$ |
|
|
$ |
|
||
Work in process |
|
|
|
|
|
|
||
Raw materials, net |
|
|
|
|
|
|
||
Total inventories, net |
|
$ |
|
|
$ |
|
||
Note 8. Property, Plant, and Equipment, Net
Property, plant, and equipment consisted of the following (in thousands):
|
|
As of |
|
|
As of |
|
||
Machinery and equipment |
|
$ |
|
|
$ |
|
||
Office furniture and equipment |
|
|
|
|
|
|
||
Vehicles |
|
|
|
|
|
|
||
Leasehold improvements |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Less—Accumulated depreciation |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
||
Construction in progress |
|
|
|
|
|
|
||
Total property, plant, and equipment, net |
|
$ |
|
|
$ |
|
||
For the three and nine months ended September 30, 2026, depreciation expense was $
12
Note 9. Leases
The Company leases office space, warehouse and manufacturing space, and equipment. The Company’s lease agreements have remaining lease terms of
The components of lease expense and other information related to leases were as follows (in thousands):
|
|
For the Three Months Ended September 30, |
|
|
For the Nine Months Ended September 30, |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Operating lease expense |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Variable lease expense |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total lease expense |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Cash paid for amounts included in the measurement of the lease liabilities was $
Maturities of operating lease liabilities at September 30, 2026, were as follows (in thousands):
|
|
Amount |
|
|
Remainder of 2026 |
|
$ |
|
|
2027 |
|
|
|
|
2028 |
|
|
|
|
2029 |
|
|
|
|
2030 |
|
|
|
|
Thereafter |
|
|
|
|
Total lease payments |
|
|
|
|
Less: imputed interest |
|
|
( |
) |
Present value of lease liabilities |
|
|
|
|
Less: current portion |
|
|
( |
) |
Lease liabilities less current portion |
|
$ |
|
|
Note 10. Intangible Assets, Net
The following is a summary of intangible assets with definite and indefinite lives (in thousands):
|
|
Balance at September 30, 2026 |
|
|
Balance at December 31, 2025 |
|
||||||||||||||||||
|
|
Gross |
|
|
Accumulated |
|
|
Net |
|
|
Gross |
|
|
Accumulated |
|
|
Net |
|
||||||
Definite Lived: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Customer relationships |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Indefinite Lived: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Tradename |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total intangible assets |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
For each of the three months ended September 30, 2026 and 2025, amortization expense was $
As of September 30, 2026, the remaining weighted-average useful life of definite lived intangible assets was
|
|
Amount |
|
|
Remainder of 2026 |
|
$ |
|
|
2027 |
|
|
|
|
Estimated future amortization expense of definite lived intangible assets |
|
$ |
|
|
13
Note 11. Accrued Liabilities
Accrued liabilities were comprised of the following (in thousands):
|
|
As of |
|
|
As of |
|
||
Payroll-related |
|
$ |
|
|
$ |
|
||
Property, plant, and equipment |
|
|
|
|
|
|
||
Deferred revenue |
|
|
|
|
|
|
||
Insurance premiums and accrued interest |
|
|
|
|
|
|
||
Other |
|
|
|
|
|
|
||
Total current accrued liabilities |
|
$ |
|
|
$ |
|
||
On July 29, 2026, the Company entered into a financing agreement with AFCO Acceptance Corporation for the financing of the Company’s director and officer liability insurance and related policies. Under the terms of the financing agreement, the Company will pay a total of $
Note 12. Long-Term Debt, Net
On March 3, 2025, the Company entered into the Second Amended and Restated Credit and Security Agreement (Term Loan) as borrower, with MidCap Financial Trust (MidCap), as agent and lender, and the additional lenders from time to time party thereto (the Second Amended and Restated Term Loan Credit Agreement) and the Second Amended and Restated Credit and Security Agreement (Revolving Loan) as borrower, with MidCap as agent and lender, and the additional lenders from time to time party thereto (the Second Amended and Restated Revolving Loan Credit Agreement, together with the Second Amended and Restated Term Loan Credit Agreement, the Second Amended and Restated Credit Agreement).
The Second Amended and Restated Credit Agreement provides for a $
The interest on the Term Loan is based on the forward-looking one-month term Secured Overnight Financing Rate adjusted upward by
The Second Amended and Restated Credit Agreement includes minimum net revenue requirements that are measured on a trailing twelve-month basis and a minimum cash requirement throughout the term of the Second Amended and Restated Credit Agreement. The minimum cash requirement is $
The maturity date of the Second Amended and Restated Credit Agreement is
14
Long-term debt, net consisted of the following (in thousands):
|
|
As of |
|
|
As of |
|
||
Long-term debt |
|
$ |
|
|
$ |
|
||
Cumulative accretion of exit fee |
|
|
|
|
|
|
||
Unamortized debt discount and debt issuance costs |
|
|
( |
) |
|
|
( |
) |
Long-term debt, net |
|
$ |
|
|
$ |
|
||
At September 30, 2026, the scheduled maturities of the Company’s debt obligations were as follows (in thousands):
|
|
Amount |
|
|
Remainder of 2026 |
|
$ |
|
|
2027 |
|
|
|
|
2028 |
|
|
|
|
2029 |
|
|
|
|
2030 |
|
|
|
|
Total |
|
$ |
|
|
As of September 30, 2026, the fair value of the Company’s long-term debt approximated its carrying value. The fair value of the Company’s long-term debt was based on observable market inputs (Level 2).
Note 13. Stock-Based Compensation
Equity Incentive Plans
The Company maintains a stock incentive plan that permits the granting of incentive stock options or nonqualified stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards, and other stock-based awards.
Stock Options
The following table summarizes stock option activity for the nine months ended September 30, 2026 (in thousands, except share and per share data):
|
|
Number of |
|
|
Weighted |
|
|
Weighted Average |
|
|
Aggregate |
|
||||
Outstanding at January 1, 2026 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
Granted |
|
|
|
|
$ |
|
|
|
|
|
|
|
||||
Exercised |
|
|
( |
) |
|
$ |
|
|
|
|
|
|
|
|||
Forfeited |
|
|
( |
) |
|
$ |
|
|
|
|
|
|
|
|||
Expired |
|
|
( |
) |
|
$ |
|
|
|
|
|
|
|
|||
Outstanding at September 30, 2026 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
Vested and expected to vest at September 30, 2026 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
Exercisable at September 30, 2026 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
The weighted average assumptions used in the Black-Scholes pricing model for stock options granted during the three and nine months ended September 30, 2026 and 2025, were as follows:
15
|
|
For the Three Months Ended September 30, |
|
|
For the Nine Months Ended September 30, |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Estimated dividend yield |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
||||
Weighted-average expected stock price volatility |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
||||
Weighted-average risk-free interest rate |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
||||
Expected average term of options (in years) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted-average fair value of common stock |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Weighted-average fair value per option |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Restricted Stock
The following table summarizes restricted stock unit activity for the nine months ended September 30, 2026 (in thousands, except share and per share data):
|
|
Number of |
|
|
Weighted |
|
|
Weighted Average |
|
|
Aggregate |
|
||||
Outstanding at January 1, 2026 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
Granted |
|
|
|
|
$ |
|
|
|
|
|
|
|
||||
Vested |
|
|
( |
) |
|
$ |
|
|
|
|
|
|
|
|||
Forfeited |
|
|
|
|
$ |
|
|
|
|
|
|
|
||||
Outstanding at September 30, 2026 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
Vested and expected to vest at September 30, 2026 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
Employee Stock Purchase Plan
The Company maintains an employee stock purchase plan (ESPP) that authorizes the issuance of shares of common stock pursuant to purchase rights granted to eligible employees. Unless otherwise determined by the Company’s board of directors, shares of the Company’s common stock will be purchased for the accounts of employees participating in the Company’s ESPP at a price per share equal to the lesser of (i)
Stock-Based Compensation Expense
Stock-based compensation expense included in the accompanying condensed financial statements was as follows (in thousands):
|
|
For the Three Months Ended September 30, |
|
|
For the Nine Months Ended September 30, |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Cost of sales |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Research and development |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sales and marketing |
|
|
|
|
|
|
|
|
|
|
|
|
||||
General and administrative |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total stock-based compensation expense |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Stock-based compensation expense related to stock options was $
Stock-based compensation expense related to restricted stock units was
16
September 30, 2025, respectively. Unrecognized compensation expense related to restricted stock units was $
Stock-based compensation expense related to the ESPP was not significant for either the three or nine months ended September 30, 2026 and 2025. Total compensation expense related to the ESPP not yet recognized was not significant at September 30, 2026. As of September 30, 2026, an insignificant amount has been withheld on behalf of employees for future purchases under the ESPP.
Note 14. Income Taxes
For the three months ended September 30, 2026, the Company’s income tax expense was not significant and for the three months ended September 30, 2025 the Company’s income tax expense was $
For each of the nine months ended September 30, 2026 and 2025, the Company’s income tax expense was $
The effective tax rates for the three and nine months ended September 30, 2026 and 2025 differ from the federal statutory rate primarily due to operating losses not expected to produce an income tax benefit.
The Company had insignificant unrecognized tax benefits as of September 30, 2026 and 2025. The Company recognizes interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. The Company does not expect the balance of unrecognized tax benefits to change significantly over the next twelve months. The Company had
Note 15. Net Loss Per Share
Basic net loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by giving effect to all potentially dilutive common stock equivalents to the extent they are dilutive. For purposes of this calculation, stock options, restricted stock units, and employee stock purchase rights, are considered to be common stock equivalents but have been excluded from the calculation of diluted net loss per share as their effect is anti-dilutive for all periods presented.
The following table sets forth the computation of basic and diluted net loss per share (in thousands, except share and per share data):
|
|
For the Three Months Ended September 30, |
|
|
For the Nine Months Ended September 30, |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Net loss |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Weighted average shares used in computing net loss per share—basic and diluted |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net loss per share—basic and diluted |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
The following is a summary of the common stock equivalents for the securities outstanding during the respective periods that have been excluded from the computation of diluted net loss per common share, as their effect would be anti-dilutive:
|
|
For the Three Months Ended September 30, |
|
|
For the Nine Months Ended September 30, |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Share-based compensation |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Note 16. Related Parties
Telegraph Hill Partners Management Company LLC, through its affiliated investment funds (collectively, THP), is the Company’s controlling stockholder. Entities under common control of THP are considered related parties. The Company sells products to certain entities affiliated with THP.
For the three and nine months ended September 30, 2026, the Company recognized revenue from THP-affiliated entities of
17
$
Note 17. Subsequent Events
On October 20, 2026, the Company entered into an underwriting agreement with TD Securities (USA) LLC and William Blair & Company, L.L.C., as representatives of the several underwriters named therein, relating to an underwritten public offering of
18
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
You should read the following discussion and analysis of our financial condition and results of operations together with our unaudited condensed financial statements and related notes thereto included in Part I, Item 1. of this Quarterly Report on Form 10-Q and with our audited financial statements and related notes thereto for the year ended December 31, 2025, included in the 2025 Annual Report on Form 10-K (the 2025 Annual Report on Form 10-K) filed on March 2, 2026, with the Securities and Exchange Commission (SEC). For a discussion of factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis and elsewhere in this Quarterly Report on Form 10-Q, you should review the risk factors identified in Part I, Item 1A, Risk Factors, of our 2025 Annual Report on Form 10-K and in Item 1A, Risk Factors, of this Quarterly Report on Form 10-Q.
As in Item 1. of this Quarterly Report on Form 10-Q, in this Item 2, unless the context otherwise requires, the terms “Teknova,” the “Company,” “we,” “us,” and “our” refer to Alpha Teknova, Inc.
Overview
Since our founding in 1996, we have been producing critical reagents for the discovery, development, and commercialization of novel therapies, vaccines, and molecular diagnostics. Our approximately 3,000 customers span the entire continuum of the life sciences market, including leading pharmaceutical and biotechnology companies, contract development and manufacturing organizations, in vitro diagnostic franchises, and academic and government research institutions. Our Company is built around our knowledge, methods, and know-how in our proprietary manufacturing processes, which are highly adaptable and configurable. These proprietary processes enable us to manufacture and deliver high-quality, custom, made-to-order products with short turnaround times and at scale, across all stages of our customers’ product development, from early research through commercialization.
We have two primary product categories: (i) Lab Essentials, and (ii) Clinical Solutions. Our products cross all stages of development, from early research through commercialization. We offer three primary product types: (i) pre-poured media plates for cell growth and cloning; (ii) liquid microbial culture media and supplements for cellular expansion; and (iii) molecular biology reagents for sample manipulation, resuspension, and purification. Our liquid microbial culture media and supplements and molecular biology reagents are available in both of our two primary product categories; pre-poured media plates are available in our Lab Essentials category only.
We are ISO 13485:2016 certified, enabling us to manufacture products for use in diagnostic and therapeutic applications. Our certification allows us to offer solutions across the entire customer product development workflow, supporting our customers’ need for materials in greater volume and that meet increasingly stringent quality requirements as they scale from research to commercialization.
We manufacture our products at our Hollister, California headquarters and stock inventory of raw materials, components, and finished goods at that campus. We rely on a limited number of suppliers for certain raw materials, and we have no long-term supply arrangements with our suppliers, as we order on a purchase order basis. We ship our products directly from our warehouse in Hollister, California, to our customers and distributors, generally pursuant to purchase orders. We typically recognize revenue when products are shipped.
We generated revenue of $12.7 million during the three months ended September 30, 2026, which represented an increase of $2.3 million compared to revenue of $10.5 million during the three months ended September 30, 2025. For the three months ended September 30, 2026 and 2025, only 4.8% and 5.9%, respectively, of our revenue was generated from customers located outside of the United States. We generated revenue of $36.0 million during the nine months ended September 30, 2026, which represents an increase of $5.4 million compared to revenue of $30.5 million during the nine months ended September 30, 2025. For the nine months ended September 30, 2026 and 2025, only 4.6% and 5.4%, respectively, of our revenue was generated from customers located outside of the United States. Our sales outside of the United States are denominated in U.S. Dollars. We primarily generate sales through direct channels and a small salesforce, supported by an established network of distributors.
We had an operating loss of $3.2 million during the three months ended September 30, 2026, compared to an operating loss of $4.0 million during the three months ended September 30, 2025. We had an operating loss of $10.4 million during the nine months ended September 30, 2026, compared to an operating loss of $12.4 million during the nine months ended September 30, 2025. While our expenses may fluctuate over the short term, we expect our expenses will increase in future periods, but at a slower rate, in connection with our ongoing activities as we:
19
Recent Developments
On October 22, 2026, we closed an underwritten public offering of 9,200,000 shares of our common stock, including the full exercise of the underwriters’ option to purchase additional shares, at a public offering price of $5.00 per share, for gross proceeds of $46.0 million, and net proceeds of approximately $42.9 million after deducting underwriting discounts and commissions, and offering expenses payable by us. See “Liquidity and Capital Resources” below and “Notes to Financial Statements—Note 17. Subsequent Events.”
Impact of Broader Economic Trends on Our Business
We continue to closely monitor economic uncertainty in the U.S. and abroad. General inflation in the U.S. rose in recent years to levels not experienced in recent decades. While the rate of inflation has moderated in recent years, general inflation, including rising prices for our raw materials and other inputs, tariffs, as well as rising salaries and other expenses, can negatively impact our business by increasing our cost of sales and operating expenses. Inflation, together with uncertainty regarding future interest rate changes, and broader macroeconomic uncertainty, may cause our customers to reduce, delay, or cancel orders for our goods and services, thereby causing a decrease in or change in the timing of sales of our products and services. We cannot predict the impact of future inflation and interest rate changes on the results of our operations. Furthermore, changes to tariff and related international trade policy that began in 2025 have created uncertainty about the broader economy and our business. For further information regarding the impact of these economic factors on the Company, please see the risk factors identified in Part I, Item 1A, Risk Factors, of our 2025 Annual Report on Form 10-K.
Results of Operations
Comparison of the Three Months Ended September 30, 2026, and Three Months Ended September 30, 2025
The following tables set forth our results of operations for the three months ended September 30, 2026 and 2025 (dollars in thousands):
|
|
For the Three Months Ended September 30, |
|
|
|
|
|
|
|
|||||||
|
|
2026 |
|
|
2025 |
|
|
$ Change |
|
|
% Change |
|
||||
Revenue |
|
$ |
12,704 |
|
|
$ |
10,454 |
|
|
$ |
2,250 |
|
|
|
21.5 |
% |
Cost of sales |
|
|
7,878 |
|
|
|
7,248 |
|
|
|
630 |
|
|
|
8.7 |
% |
Gross profit |
|
|
4,826 |
|
|
|
3,206 |
|
|
|
1,620 |
|
|
|
50.5 |
% |
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Research and development |
|
|
581 |
|
|
|
542 |
|
|
|
39 |
|
|
|
7.2 |
% |
Sales and marketing |
|
|
2,348 |
|
|
|
1,747 |
|
|
|
601 |
|
|
|
34.4 |
% |
General and administrative |
|
|
4,816 |
|
|
|
4,647 |
|
|
|
169 |
|
|
|
3.6 |
% |
Amortization of intangible assets |
|
|
287 |
|
|
|
287 |
|
|
|
— |
|
|
|
— |
|
Total operating expenses |
|
|
8,032 |
|
|
|
7,223 |
|
|
|
809 |
|
|
|
11.2 |
% |
Loss from operations |
|
|
(3,206 |
) |
|
|
(4,017 |
) |
|
|
811 |
|
|
|
(20.2 |
)% |
Other expenses, net |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense, net |
|
|
(259 |
) |
|
|
(190 |
) |
|
|
(69 |
) |
|
|
36.3 |
% |
Other income |
|
|
9 |
|
|
|
— |
|
|
|
9 |
|
|
|
100.0 |
% |
Total other expenses, net |
|
|
(250 |
) |
|
|
(190 |
) |
|
|
(60 |
) |
|
|
31.6 |
% |
Loss before income taxes |
|
|
(3,456 |
) |
|
|
(4,207 |
) |
|
|
751 |
|
|
|
(17.9 |
)% |
Provision for income taxes |
|
|
34 |
|
|
|
79 |
|
|
|
(45 |
) |
|
|
(57.0 |
)% |
Net loss |
|
$ |
(3,490 |
) |
|
$ |
(4,286 |
) |
|
$ |
796 |
|
|
|
(18.6 |
)% |
20
Revenue
Our revenue disaggregated by product category for the three months ended September 30, 2026 and 2025, was as follows (dollars in thousands):
|
|
For the Three Months Ended September 30, |
|
|
|
|
|
|
|
|||||||
|
|
2026 |
|
|
2025 |
|
|
$ Change |
|
|
% Change |
|
||||
Lab Essentials |
|
$ |
9,034 |
|
|
$ |
8,308 |
|
|
$ |
726 |
|
|
|
8.7 |
% |
Clinical Solutions |
|
|
3,168 |
|
|
|
1,706 |
|
|
|
1,462 |
|
|
|
85.7 |
% |
Other |
|
|
502 |
|
|
|
440 |
|
|
|
62 |
|
|
|
14.1 |
% |
Total revenue |
|
$ |
12,704 |
|
|
$ |
10,454 |
|
|
$ |
2,250 |
|
|
|
21.5 |
% |
Total revenue was $12.7 million and $10.5 million for the three months ended September 30, 2026 and 2025, respectively.
Lab Essentials revenue was $9.0 million for the three months ended September 30, 2026, an increase of $0.7 million, or 8.7%, compared to $8.3 million for the three months ended September 30, 2025. The increase in Lab Essentials revenue was attributable to an increased number of customers and, to a slightly lesser extent, higher average revenue per customer.
Clinical Solutions revenue was $3.2 million for the three months ended September 30, 2026, an increase of $1.5 million, or 85.7%, compared to $1.7 million for the three months ended September 30, 2025. The increase in Clinical Solutions revenue was attributable to a higher average revenue per customer and to a lesser extent an increased number of customers.
Our revenue disaggregated by geographic region, for the three months ended September 30, 2026 and 2025, was as follows (dollars in thousands):
|
|
For the Three Months Ended September 30, |
|
|
|
|
|
|
|
|||||||
|
|
2026 |
|
|
2025 |
|
|
$ Change |
|
|
% Change |
|
||||
United States |
|
$ |
12,093 |
|
|
$ |
9,832 |
|
|
$ |
2,261 |
|
|
|
23.0 |
% |
International |
|
|
611 |
|
|
|
622 |
|
|
|
(11 |
) |
|
|
(1.8 |
)% |
Total revenue |
|
$ |
12,704 |
|
|
$ |
10,454 |
|
|
$ |
2,250 |
|
|
|
21.5 |
% |
Revenue from U.S. sales was $12.1 million and $9.8 million for the three months ended September 30, 2026 and 2025, respectively. Revenue from U.S. sales as a percentage of our total revenue was consistent period over period, representing 95.2% and 94.1% of our total revenue during the three months ended September 30, 2026 and 2025, respectively.
Revenue from international sales was $0.6 million for each of the three months ended September 30, 2026 and 2025. Revenue from international sales as a percentage of our total revenue was also consistent period over period, representing 4.8% and 5.9% of our total revenue during the three months ended September 30, 2026 and 2025, respectively.
Gross profit
Our gross profit for the three months ended September 30, 2026 and 2025, was as follows (dollars in thousands):
|
|
For the Three Months Ended September 30, |
|
|
|
|
|
|
|
|||||||
|
|
2026 |
|
|
2025 |
|
|
$ Change |
|
|
% Change |
|
||||
Cost of sales |
|
$ |
7,878 |
|
|
$ |
7,248 |
|
|
$ |
630 |
|
|
|
8.7 |
% |
Gross profit |
|
|
4,826 |
|
|
|
3,206 |
|
|
|
1,620 |
|
|
|
50.5 |
% |
Gross profit % |
|
|
38.0 |
% |
|
|
30.7 |
% |
|
|
|
|
|
|
||
Gross profit percentage was 38.0% and 30.7% for the three months ended September 30, 2026 and 2025, respectively. The increase in gross profit percentage was primarily driven by higher revenue and, to a lesser extent, lower fixed cost absorption into cost of goods sold from changes in finished goods inventory levels, partially offset by higher variable costs.
21
Operating expenses
Our operating expenses for the three months ended September 30, 2026 and 2025, were as follows (dollars in thousands):
|
|
For the Three Months Ended September 30, |
|
|
|
|
|
|
|
|||||||
|
|
2026 |
|
|
2025 |
|
|
$ Change |
|
|
% Change |
|
||||
Research and development |
|
$ |
581 |
|
|
$ |
542 |
|
|
$ |
39 |
|
|
|
7.2 |
% |
Sales and marketing |
|
|
2,348 |
|
|
|
1,747 |
|
|
|
601 |
|
|
|
34.4 |
% |
General and administrative |
|
|
4,816 |
|
|
|
4,647 |
|
|
|
169 |
|
|
|
3.6 |
% |
Amortization of intangible assets |
|
|
287 |
|
|
|
287 |
|
|
|
— |
|
|
|
— |
|
Total operating expenses |
|
$ |
8,032 |
|
|
$ |
7,223 |
|
|
$ |
809 |
|
|
|
11.2 |
% |
Research and development expenses were consistent at $0.6 million and $0.5 million for each of the three months ended September 30, 2026 and 2025.
Sales and marketing expenses were $2.3 million and $1.7 million for the three months ended September 30, 2026 and 2025, respectively. The increase was primarily driven by higher headcount.
General and administrative expenses were $4.8 million and $4.6 million for the three months ended September 30, 2026 and 2025, respectively. The increase was driven by a net increase in general spending, partially offset by lower stock-based compensation expense.
Amortization of intangible assets was consistent at $0.3 million for each of the three months ended September 30, 2026 and 2025.
Other expenses, net
Our other expenses, net for the three months ended September 30, 2026 and 2025, were as follows (dollars in thousands):
|
|
For the Three Months Ended September 30, |
|
|
|
|
|
|
|
|||||||
|
|
2026 |
|
|
2025 |
|
|
$ Change |
|
|
% Change |
|
||||
Interest expense, net |
|
$ |
(259 |
) |
|
$ |
(190 |
) |
|
$ |
(69 |
) |
|
|
36.3 |
% |
Other income |
|
|
9 |
|
|
|
— |
|
|
|
9 |
|
|
|
100.0 |
% |
Total other expenses, net |
|
$ |
(250 |
) |
|
$ |
(190 |
) |
|
$ |
(60 |
) |
|
|
31.6 |
% |
Total other expenses, net was $0.3 million for the three months ended September 30, 2026, compared to $0.2 million for the three months ended September 30, 2025. The increase in total other expenses, net was primarily attributable to lower interest income.
Provision for income taxes
Our provision for income taxes for the three months ended September 30, 2026 and 2025, was as follows (dollars in thousands):
|
|
For the Three Months Ended September 30, |
|
|
|
|
|
|
|
|||||||
|
|
2026 |
|
|
2025 |
|
|
$ Change |
|
|
% Change |
|
||||
Provision for income taxes |
|
$ |
34 |
|
|
$ |
79 |
|
|
$ |
(45 |
) |
|
|
(57.0 |
)% |
Effective tax rate |
|
|
(1.0 |
)% |
|
|
(1.9 |
)% |
|
|
|
|
|
|
||
Our income tax expense was not significant for the three months ended September 30, 2026, and was $0.1 million for the three months ended September 30, 2025. The effective tax rates for the three months ended September 30, 2026 and 2025 were (1.0%) and (1.9)%, respectively. The effective tax rates differ from the federal statutory rate primarily due to operating losses not expected to produce an income tax benefit.
22
Comparison of the Nine Months Ended September 30, 2026, and Nine Months Ended September 30, 2025
The following tables set forth our results of operations for the nine months ended September 30, 2026 and 2025 (dollars in thousands):
|
|
For the Nine Months Ended September 30, |
|
|
|
|
|
|
|
|||||||
|
|
2026 |
|
|
2025 |
|
|
$ Change |
|
|
% Change |
|
||||
Revenue |
|
$ |
35,966 |
|
|
$ |
30,536 |
|
|
$ |
5,430 |
|
|
|
17.8 |
% |
Cost of sales |
|
|
22,471 |
|
|
|
20,339 |
|
|
|
2,132 |
|
|
|
10.5 |
% |
Gross profit |
|
|
13,495 |
|
|
|
10,197 |
|
|
|
3,298 |
|
|
|
32.3 |
% |
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Research and development |
|
|
1,744 |
|
|
|
1,675 |
|
|
|
69 |
|
|
|
4.1 |
% |
Sales and marketing |
|
|
6,598 |
|
|
|
4,960 |
|
|
|
1,638 |
|
|
|
33.0 |
% |
General and administrative |
|
|
14,686 |
|
|
|
15,068 |
|
|
|
(382 |
) |
|
|
(2.5 |
)% |
Amortization of intangible assets |
|
|
861 |
|
|
|
861 |
|
|
|
— |
|
|
|
— |
|
Total operating expenses |
|
|
23,889 |
|
|
|
22,564 |
|
|
|
1,325 |
|
|
|
5.9 |
% |
Loss from operations |
|
|
(10,394 |
) |
|
|
(12,367 |
) |
|
|
1,973 |
|
|
|
(16.0 |
)% |
Other expenses, net |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense, net |
|
|
(730 |
) |
|
|
(499 |
) |
|
|
(231 |
) |
|
|
46.3 |
% |
Other adjustment to loan exit fee |
|
|
— |
|
|
|
485 |
|
|
|
(485 |
) |
|
|
(100.0 |
)% |
Other income |
|
|
20 |
|
|
|
— |
|
|
|
20 |
|
|
|
100.0 |
% |
Total other expenses, net |
|
|
(710 |
) |
|
|
(14 |
) |
|
|
(696 |
) |
|
|
4971.4 |
% |
Loss before income taxes |
|
|
(11,104 |
) |
|
|
(12,381 |
) |
|
|
1,277 |
|
|
|
(10.3 |
)% |
Provision for income taxes |
|
|
111 |
|
|
|
120 |
|
|
|
(9 |
) |
|
|
(7.5 |
)% |
Net loss |
|
$ |
(11,215 |
) |
|
$ |
(12,501 |
) |
|
$ |
1,286 |
|
|
|
(10.3 |
)% |
Revenue
Our revenue disaggregated by product category for the nine months ended September 30, 2026 and 2025, was as follows (dollars in thousands):
|
|
For the Nine Months Ended September 30, |
|
|
|
|
|
|
|
|||||||
|
|
2026 |
|
|
2025 |
|
|
$ Change |
|
|
% Change |
|
||||
Lab Essentials |
|
$ |
26,613 |
|
|
$ |
24,217 |
|
|
$ |
2,396 |
|
|
|
9.9 |
% |
Clinical Solutions |
|
|
7,741 |
|
|
|
4,928 |
|
|
|
2,813 |
|
|
|
57.1 |
% |
Other |
|
|
1,612 |
|
|
|
1,391 |
|
|
|
221 |
|
|
|
15.9 |
% |
Total revenue |
|
$ |
35,966 |
|
|
$ |
30,536 |
|
|
$ |
5,430 |
|
|
|
17.8 |
% |
Total revenue was $36.0 million and $30.5 million for the nine months ended September 30, 2026 and 2025, respectively.
Lab Essentials revenue was $26.6 million for the nine months ended September 30, 2026, an increase of $2.4 million, or 9.9%, compared to $24.2 million for the nine months ended September 30, 2025. The increase in Lab Essentials revenue was attributable to an increased number of customers and, to a lesser extent, higher average revenue per customer.
Clinical Solutions revenue was $7.7 million for the nine months ended September 30, 2026, an increase of $2.8 million, or 57.1%, compared to $4.9 million for the nine months ended September 30, 2025. The increase in Clinical Solutions revenue was attributable to higher average revenue per customer and, to a lesser extent, an increased number of customers.
Our revenue disaggregated by geographic region, for the nine months ended September 30, 2026 and 2025, was as follows (dollars in thousands):
|
|
For the Nine Months Ended September 30, |
|
|
|
|
|
|
|
|||||||
|
|
2026 |
|
|
2025 |
|
|
$ Change |
|
|
% Change |
|
||||
United States |
|
$ |
34,313 |
|
|
$ |
28,881 |
|
|
$ |
5,432 |
|
|
|
18.8 |
% |
International |
|
|
1,653 |
|
|
|
1,655 |
|
|
|
(2 |
) |
|
|
(0.1 |
)% |
Total revenue |
|
$ |
35,966 |
|
|
$ |
30,536 |
|
|
$ |
5,430 |
|
|
|
17.8 |
% |
23
Revenue from U.S. sales was $34.3 million and $28.9 million for the nine months ended September 30, 2026 and 2025, respectively. Revenue from U.S. sales as a percentage of our total revenue was consistent period over period, representing 95.4% and 94.6% of our total revenue during the nine months ended September 30, 2026 and 2025, respectively.
Revenue from international sales was $1.7 million for each of the nine months ended September 30, 2026 and 2025. Revenue from international sales as a percentage of our total revenue was also consistent period over period, representing 4.6% and 5.4% of our total revenue during the nine months ended September 30, 2026 and 2025, respectively.
Gross profit
Our gross profit for the nine months ended September 30, 2026 and 2025, was as follows (dollars in thousands):
|
|
For the Nine Months Ended September 30, |
|
|
|
|
|
|
|
|||||||
|
|
2026 |
|
|
2025 |
|
|
$ Change |
|
|
% Change |
|
||||
Cost of sales |
|
$ |
22,471 |
|
|
$ |
20,339 |
|
|
$ |
2,132 |
|
|
|
10.5 |
% |
Gross profit |
|
|
13,495 |
|
|
|
10,197 |
|
|
|
3,298 |
|
|
|
32.3 |
% |
Gross profit % |
|
|
37.5 |
% |
|
|
33.4 |
% |
|
|
|
|
|
|
||
Gross profit percentage was 37.5% and 33.4% for the nine months ended September 30, 2026 and 2025, respectively. The increase in gross profit percentage was primarily driven by higher revenue, partially offset by higher variable costs. Changes in finished goods inventory levels did not have a significant net impact on the comparison.
Operating expenses
Our operating expenses for the nine months ended September 30, 2026 and 2025, were as follows (dollars in thousands):
|
|
For the Nine Months Ended September 30, |
|
|
|
|
|
|
|
|||||||
|
|
2026 |
|
|
2025 |
|
|
$ Change |
|
|
% Change |
|
||||
Research and development |
|
$ |
1,744 |
|
|
$ |
1,675 |
|
|
$ |
69 |
|
|
|
4.1 |
% |
Sales and marketing |
|
|
6,598 |
|
|
|
4,960 |
|
|
|
1,638 |
|
|
|
33.0 |
% |
General and administrative |
|
|
14,686 |
|
|
|
15,068 |
|
|
|
(382 |
) |
|
|
(2.5 |
)% |
Amortization of intangible assets |
|
|
861 |
|
|
|
861 |
|
|
|
— |
|
|
|
— |
|
Total operating expenses |
|
$ |
23,889 |
|
|
$ |
22,564 |
|
|
$ |
1,325 |
|
|
|
5.9 |
% |
Research and development expenses were consistent at $1.7 million for each of the nine months ended September 30, 2026 and 2025, respectively.
Sales and marketing expenses were $6.6 million and $5.0 million for the nine months ended September 30, 2026 and 2025, respectively. The increase was primarily driven by higher headcount and marketing expenses.
General and administrative expenses were $14.7 million and $15.1 million for the nine months ended September 30, 2026 and 2025, respectively. The decrease was primarily driven by lower stock-based compensation expense, partially offset by a general net increase in other spending.
Amortization of intangible assets was consistent at $0.9 million for each of the nine months ended September 30, 2026 and 2025.
Other expenses, net
Our other expenses, net for the nine months ended September 30, 2026 and 2025, were as follows (dollars in thousands):
|
|
For the Nine Months Ended September 30, |
|
|
|
|
|
|
|
|||||||
|
|
2026 |
|
|
2025 |
|
|
$ Change |
|
|
% Change |
|
||||
Interest expense, net |
|
$ |
(730 |
) |
|
$ |
(499 |
) |
|
$ |
(231 |
) |
|
|
46.3 |
% |
Other adjustment to loan exit fee |
|
|
— |
|
|
|
485 |
|
|
|
(485 |
) |
|
|
(100.0 |
)% |
Other income |
|
|
20 |
|
|
|
— |
|
|
|
20 |
|
|
|
100.0 |
% |
Total other expenses, net |
|
$ |
(710 |
) |
|
$ |
(14 |
) |
|
$ |
(696 |
) |
|
|
4971.4 |
% |
24
Total other expenses, net was an expense of $0.7 million and not significant for the nine months ended September 30, 2026 and 2025. The increase in total other expense, net was primarily attributable to the $0.5 million adjustment recognized on the exit fee concurrent with the refinancing of our credit agreement during the three months ended March 31, 2025, coupled with lower interest income for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025.
Provision for income taxes
Our provision for income taxes for the nine months ended September 30, 2026 and 2025, was as follows (dollars in thousands):
|
|
For the Nine Months Ended September 30, |
|
|
|
|
|
|
|
|||||||
|
|
2026 |
|
|
2025 |
|
|
$ Change |
|
|
% Change |
|
||||
Provision for income taxes |
|
$ |
111 |
|
|
$ |
120 |
|
|
$ |
(9 |
) |
|
|
(7.5 |
)% |
Effective tax rate |
|
|
(1.0 |
)% |
|
|
(1.0 |
)% |
|
|
|
|
|
|
||
Our income tax expense was $0.1 million for each of the nine months ended September 30, 2026 and 2025. The effective tax rates for the nine months ended September 30, 2026 and 2025 were each (1.0)%. The effective tax rates differ from the federal statutory rate primarily due to operating losses not expected to produce an income tax benefit.
Liquidity and Capital Resources
The primary sources of financing for our operations are our (i) registered direct offering and concurrent private placement completed in September 2023, which resulted in aggregate gross proceeds of $22.9 million before deducting offering expenses of $0.4 million and the prepayment of $10.0 million of the Term Loan, and (ii) private placement completed in July 2024, which resulted in aggregate gross proceeds of $15.4 million before deducting offering expenses of $0.2 million, and (iii) underwritten public offering completed in October 2026, which resulted in aggregate gross proceeds of $46.0 million, and net proceeds of approximately $42.9 million after deducting underwriting discounts and commissions, and offering expenses payable by us.
Our principal liquidity requirements are to fund our operations and capital expenditures. During the nine months ended September 30, 2026, we incurred net losses of $11.2 million. In addition, as of September 30, 2026, we had an accumulated deficit of $147.0 million and $13.2 million in borrowings outstanding under our Term Loan (defined below). As of September 30, 2026, we had $22.9 million in net working capital, which included $16.6 million in cash and cash equivalents and short-term investments. Our material cash requirements from known contractual obligations and commitments relate primarily to operating leases for our office, manufacturing, warehouse, and distribution facilities at September 30, 2026. See “Notes to Financial Statements—Note 9. Leases,” for a discussion of our lease obligations reflected on our Condensed Balance Sheets.
In addition to our existing cash and cash equivalents and short-term investments, our principal source of liquidity is our credit facility. On March 3, 2025, we entered into the Second Amended and Restated Credit Agreement with MidCap Financial Trust (MidCap) which provides for loan commitments in an aggregate amount of up to $28.245 million consisting of a $23.245 million senior secured term loan (Term Loan) and a $5.0 million working capital facility (Revolver). The Term Loan consists of the $12.135 million balance outstanding under the previous term loan, plus an additional $1.110 million related to the exit fee that would otherwise have been due upon closing of the Second Amended and Restated Term Loan Credit Agreement, as well as an additional tranche of $10.0 million that may become available for use in an acquisition, with MidCap’s consent. As of September 30, 2026, there were no amounts outstanding under the Revolver, and $3.7 million was available based on borrowing base estimates. The Second Amended and Restated Credit Agreement includes minimum net revenue requirements that are measured on a trailing twelve-month basis and a minimum cash requirement throughout the term of the agreement. The minimum cash requirement is $8.0 million, which includes cash and cash equivalents as well as short-term investments in U.S. Treasuries. We were in compliance with our financial covenants under the terms of the Second Amended and Restated Credit Agreement as of September 30, 2026. See “Notes to Financial Statements—Note 12. Long-Term Debt, Net” for a more detailed discussion of the material terms of our Second Amended and Restated Credit Agreement.
As described above under “Recent Developments,” on October 22, 2026, we received net proceeds of approximately $42.9 million, after deducting underwriting discounts and commissions and offering expenses payable by us, from our underwritten public offering of common stock. We intend to use the proceeds for general corporate purposes, including potentially the repayment of outstanding debt obligations. As of the date of this Quarterly Report on Form 10-Q, no portion of the proceeds has been used to repay amounts outstanding under the Term Loan.
On July 10, 2025, we filed a “shelf” registration statement on Form S-3 (Reg. No. 333-288613) with the SEC, which was declared effective on July 16, 2025. This shelf registration statement, which includes a base prospectus, allows us at any time to offer
25
any combination of securities described in the prospectus in one or more offerings for our own account in an aggregate amount up to $225 million. The Form S-3 is intended to provide us flexibility to conduct registered sales of our securities, subject to market conditions and our future capital needs. The terms of any future offering under the shelf registration statement will be established at the time of such offering and will be described in a prospectus supplement filed with the SEC prior to the completion of any such offering. In October 2026, we sold an aggregate of $46.0 million of our common stock under this shelf registration statement, and approximately $179.0 million remains available under it for potential future offerings.
The following table sets forth, for the periods indicated, net cash flows used in operating activities, provided by investing activities, and provided by (used in) financing activities (in thousands):
|
|
For the Nine Months Ended September 30, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Net cash used in operating activities |
|
$ |
(5,108 |
) |
|
$ |
(8,184 |
) |
Net cash provided by investing activities |
|
|
5,242 |
|
|
|
7,492 |
|
Net cash provided by financing activities |
|
|
585 |
|
|
|
188 |
|
Net increase (decrease) in cash and cash equivalents |
|
$ |
719 |
|
|
$ |
(504 |
) |
Operating Activities
Net cash used in operating activities for both the nine months ended September 30, 2026 and 2025 consisted primarily of net loss, adjusted for certain non-cash items, and changes in working capital and other operating activities.
Net cash used in operating activities was $5.1 million for the nine months ended September 30, 2026, which primarily consisted of net loss of $11.2 million plus net adjustments for non-cash charges of $8.1 million, offset by net changes in operating assets and liabilities of $1.9 million. The primary non-cash adjustments to net loss included $4.8 million of depreciation and amortization, $1.9 million of stock-based compensation, and a $1.2 million provision for inventory, partially offset amortization of the discount on short-term investments of $0.2 million. The main drivers of the changes in operating assets and liabilities were a $1.6 million increase in inventories, a $1.2 million increase in accounts receivable, and a $0.9 million increase in prepaid expenses and other current assets, partially offset by a $1.0 million increase in accrued liabilities, a $0.5 million increase in accounts payable, and a $0.2 million decrease in other non-current assets.
Net cash used in operating activities was $8.2 million for the nine months ended September 30, 2025, which primarily consisted of net loss of $12.5 million plus net adjustments for non-cash charges of $8.5 million, offset by net changes in operating assets and liabilities of $4.2 million. The primary non-cash adjustments to net loss included $4.8 million of depreciation and amortization, $2.7 million of stock-based compensation, and a $1.7 million provision for inventory, partially offset amortization of the discount on short-term investments of $0.5 million, and an adjustment to the loan exit fee of $0.5 million. The main drivers of the changes in operating assets and liabilities were a $1.8 million increase in inventories, a $1.5 million increase in prepaid expenses and other current assets, a $0.9 million increase in accounts receivable, and a $0.4 million decrease in accrued liabilities, partially offset by a $0.2 million increase in accounts payable.
Investing Activities
Net cash provided by investing activities was $5.2 million for the nine months ended September 30, 2026, which consisted of maturities of short-term investments of $17.5 million, partially offset by purchases of short-term investments of $11.8 million and purchases of property, plant, and equipment of $0.5 million.
Net cash provided by investing activities was $7.5 million for the nine months ended September 30, 2025, which consisted of maturities of short-term investments of $22.0 million, partially offset by purchases of short-term investments of $13.7 million and purchases of property, plant, and equipment of $0.8 million.
Financing Activities
Net cash provided by financing activities was $0.6 million for the nine months ended September 30, 2026, which was primarily attributable to proceeds from financed insurance premiums of $0.4 million, $0.2 million from the exercise of stock options, and proceeds of $0.1 million from the issuance of common stock under our employee stock purchase plan, partially offset by the repayment of financed insurance premiums of $0.1 million.
Net cash provided by financing activities was $0.2 million for the nine months ended September 30, 2025, which was primarily attributable to proceeds from long-term debt of $1.1 million, proceeds from financed insurance premiums of $0.3 million, and proceeds of $0.1 million from the issuance of common stock under our employee stock purchase plan, largely offset by the
26
payment of exit fee costs of $1.1 million, repayment of financed insurance premiums of $0.2 million, and payment of debt issuance costs of $0.1 million.
Critical Accounting Policies and Estimates
For a discussion of our critical accounting estimates, refer to "Management’s Discussion and Analysis of Results of Operations and Financial Condition" in Part II, Item 7 and the notes to our financial statements in Part II, Item 8 of our 2025 Annual Report on Form 10-K. See also “Notes to Financial Statements—Note 2. Basis of Presentation and Summary of Significant Accounting Policies,” to our condensed financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q. There have been no material changes to our critical accounting estimates since our 2025 Annual Report on Form 10-K.
Emerging Growth Company and Smaller Reporting Company
We qualify as an “emerging growth company” as defined in the JOBS Act. As long as we qualify as an emerging growth company, we may take advantage of certain exemptions from various reporting requirements and other burdens that are otherwise applicable generally to public companies. These provisions include, but are not limited to:
In addition, under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have elected to avail ourselves of this exemption from adopting new or revised accounting standards, and, therefore, we will not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies or that have opted out of using such extended transition period, which may make comparison of our financial statements with those of other public companies more difficult. We may take advantage of these reporting exemptions until we no longer qualify as an emerging growth company, or, with respect to adoption of certain new or revised accounting standards, until we irrevocably elect to opt out of using the extended transition period.
Under the JOBS Act, we will remain an emerging growth company until the earliest to occur of:
We will cease to be an emerging growth company on December 31, 2026, at the latest.
We are also a “smaller reporting company” as defined in Rule 12b-2 under the Exchange Act. We may continue to be a smaller reporting company even after we are no longer an emerging growth company. If we continue as a smaller reporting company, we may take advantage of certain of the scaled disclosures available to smaller reporting companies including (i) an exemption from auditor attestation requirements, (ii) being able to present only two years of audited financial statements in annual reports, and (iii) reduced disclosure obligations regarding executive compensation. We may continue as a smaller reporting company until the fiscal year following the determination that (i) the market value of our voting and non-voting common stock held by non-affiliates equals or exceeds $250.0 million measured on the last business day of our most recently completed second fiscal quarter, and our annual revenues are more than $100.0 million during the most recently completed fiscal year or (ii) the market value of our voting and non-voting common stock held by non-affiliates equals or exceeds $700.0 million measured on the last business day of our most recently completed second fiscal quarter.
27
Recent Accounting Pronouncements
A description of recent accounting pronouncements that may potentially impact our financial position, results of operations, or cash flows is disclosed in “Notes to Financial Statement—Note 2. Basis of Presentation and Summary of Significant Accounting Policies,” to our condensed financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
We are a smaller reporting company, as defined in Rule 12b-2 under the Exchange Act, for this reporting period and are not required to provide the information required under this item.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on the evaluation of our disclosure controls and procedures as of September 30, 2026, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting during the quarter ended September 30, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Limitations on Effectiveness of Controls and Procedures
In designing and evaluating the disclosure controls and procedures and internal control over financial reporting, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures and internal control over financial reporting must reflect the fact that there are resource constraints, and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.
28
PART II—OTHER INFORMATION
Item 1. Legal Proceedings.
We are not a party to any material legal proceedings at this time. From time to time, we may become involved in various legal proceedings that arise in the ordinary course of business. For example, we may in the future become involved in legal proceedings relating to customers, employees, suppliers, competitors, government agencies, or others. We will evaluate any claims and lawsuits with respect to their potential merits, our potential defenses and counter claims, and the expected effect on us of defending the claims and a potential adverse result. However, the results of any litigation, investigation, or other legal proceedings are inherently unpredictable and potentially expensive. Any claims against us, whether meritorious or not, could be time consuming, result in costly litigation, damage our reputation, require significant amounts of management time, and divert significant resources. If any legal proceedings were to be determined adversely to us, or we were to enter into a settlement arrangement, we could be exposed to monetary damages or limits on our ability to operate our business, which could have an adverse effect on our business, financial condition, and operating results.
29
Item 1A. Risk Factors.
While we attempt to identify, manage, and mitigate risks and uncertainties associated with our business to the extent practical under the circumstances, some level of risk and uncertainty will always be present. Item 1A—“Risk Factors” in the 2025 Annual Report on Form 10-K describes some of the risks and uncertainties associated with our business, which we strongly encourage you to review. These risks and uncertainties have the potential to materially affect our business, financial condition, results of operations, cash flows, projected results, and future prospects. Except as set forth below, there have been no material changes in our risk factors from those disclosed in the 2025 Annual Report on Form 10-K.
We have incurred operating losses in the past and may incur losses in the future.
We have incurred operating losses in the past, may incur operating losses in the future and may never achieve or maintain profitability. For the three and nine months ended September 30, 2026, we incurred net losses of $3.5 million and $11.2 million, respectively. We have incurred and will continue to incur costs in connection with legal, accounting, and other administrative expenses related to operating as a public company and we expect that our operating expenses will increase modestly with the growth of our business. Since our inception, we have financed our operations primarily through revenue from our products, the sale of our equity securities, and debt. While our revenue has generally grown over the last several years, including the first nine months of 2026 compared to the comparable period of 2025, and 2025 compared to 2024, it decreased in 2023 compared to 2022. If our revenue declines or fails to grow at a rate sufficient to offset our operating expenses, we will not be able to achieve and maintain profitability in future periods. We may never be able to generate sufficient revenue to achieve or maintain profitability, and our more recent growth and historical profitability should not be considered predictive of our future performance.
The use of artificial intelligence (AI) and other emerging technologies in our operations may expose us to additional operational, competitive, regulatory, legal, cybersecurity, intellectual property, compliance, and other risks.
We are evaluating and may increasingly incorporate artificial intelligence ("AI"), machine learning, and other emerging technologies into various facets of our operations, including our manufacturing processes, quality systems, and customer-facing activities. While we believe these technologies have the potential to improve efficiency and support our business, their use also introduces operational, regulatory, legal, cybersecurity, intellectual property, compliance, competitive, and other risks that are difficult to predict or fully mitigate.
The algorithms and models underlying AI systems may have limitations, including biases, errors, insufficient or erroneous training data, or an inability to handle certain data types or scenarios. AI-generated content, analyses, or recommendations we utilize could prove inadequate or produce unintended consequences, including data leakage, cybersecurity incidents, or intellectual property infringement. The use of AI technologies in our manufacturing processes, quality systems, or other operational activities could also result in errors, inaccurate outputs, process failures, compliance issues, or other unintended consequences that could adversely affect our operations, product quality, customer relationships, or business results. If our employees use AI technologies in ways that are unauthorized or inconsistent with our policies, our confidential information, intellectual property, or reputation could be put at risk. Furthermore, the platforms providing AI models are in some cases owned and operated by emerging companies with less contractual, business, and compliance sophistication, which may limit our ability to manage these risks effectively.
The regulatory landscape governing the use of AI is rapidly evolving, particularly in California, where we are headquartered, and more broadly across the United States and internationally. California has been among the most active jurisdictions in developing AI-related legislation and regulation, including laws and proposals addressing data privacy, algorithmic accountability, and automated decision-making. New or amended laws, regulations, or guidance could require us to modify or limit our use of these technologies, increase our compliance costs, or expose us to liability. These developing obligations create uncertainty and may prevent or make it harder for us to conduct or enhance our business using AI, or lead to regulatory fines, penalties, or other liability.
The use of AI and related technologies also introduces cybersecurity risks, including vulnerabilities in third-party AI tools or platforms we may adopt and risks related to the integrity or confidentiality of data used to train or operate such systems. A breach or failure of any AI-related system could disrupt our operations, compromise proprietary or sensitive information, or damage our reputation with customers and partners.
In addition, the competitive dynamics of our industry may shift as AI and other emerging technologies become more widely adopted. If our competitors adopt these technologies more effectively than we do, or if new entrants leverage them to develop superior products or more efficient operations, our competitive position could be harmed. Conversely, if we invest in AI technologies that fail to perform as expected or that become obsolete, we may not realize the anticipated benefits and may incur costs without a corresponding return. There can be no assurance that our use of AI or any investments we make in AI will enhance our products or services or be beneficial to our business, including our efficiency or profitability.
30
The legal and liability frameworks surrounding AI remain unsettled, including questions of intellectual property ownership, liability for AI-generated outputs, and potential claims arising from our use of AI in our operations. If we are subject to litigation or regulatory action related to our use of AI, the costs of defending such actions and any resulting damages or penalties could be material.
A significant portion of our total outstanding shares of common stock are available for immediate resale and may be sold into the market in the near future. This could cause the market price of our common stock to drop significantly, even if our business is doing well.
Sales of a substantial number of shares of our common stock in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares of common stock intend to sell shares, could reduce the market price of our common stock. In October 2026, we issued 9,200,000 shares of our common stock in an underwritten public offering, all of which are freely tradable without restriction or further registration under the Securities Act, except for any shares acquired by our affiliates, as that term is defined under Rule 144 of the Securities Act (Rule 144). Shares held by our directors, executive officers, and other affiliates (including Telegraph Hill Partners Management Company LLC, which, through its affiliates, controls approximately 60% of the voting power of our outstanding common stock) may be sold only in compliance with certain limitations. In connection with the offering, our directors and executive officers entered into lock-up agreements with the underwriters that generally restrict the sale of our securities until January 19, 2027, subject to certain exceptions, and the representatives of the underwriters may release these restrictions at any time.
As of November 4, 2026, we had 62,903,130 shares of common stock outstanding, the majority of which are held by directors, executive officers, and other affiliates and are subject to volume, manner of sale, and other limitations under Rule 144. The market price of our stock could decline if the holders of currently restricted shares of common stock sell them or are perceived by the market as intending to sell them. These factors could also make it more difficult for us to raise additional funds through future offerings of our shares of common stock or other securities. In addition, shares of our common stock issued under our equity incentive plans and our Employee Stock Purchase Plan, or in connection with future investments or acquisitions, will become eligible for sale in the public market and may result in additional dilution to you. For additional information regarding shares of our common stock eligible for future sale, see “Risk Factors” in Part I, Item 1A of our 2025 Annual Report on Form 10-K.
We will no longer qualify as an “emerging growth company” as of December 31, 2026 and, as a result, we will become subject to certain additional regulatory requirements.
We are currently an “emerging growth company,” as defined in the JOBS Act, and we take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies.” We will cease to qualify as an emerging growth company as of December 31, 2026. We are also currently a “smaller reporting company,” as defined in Rule 12b-2 under the Exchange Act, and we expect to remain a smaller reporting company after we cease to qualify as an emerging growth company.
Many of the regulatory exemptions available as an emerging growth company will continue to be available to us because of our status as a smaller reporting company, and therefore we anticipate only modest increases in legal and administrative costs as a result of our loss of our emerging growth company status. However, any failure to timely comply with the additional regulatory requirements that we are not exempted from as a smaller reporting company, could result in stockholder or regulatory scrutiny of our corporate governance practices. In addition, if we cease to qualify as a smaller reporting company in the future, we could become subject to additional regulatory requirements and compliance with these additional requirements could substantially increase our legal and administrative compliance costs.
31
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Not applicable.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
Rule 10b5-1 Trading Plans
None of our officers or directors (as defined in Rule 16a-1(f) under the Exchange Act)
Item 6. Exhibits.
Exhibit Number |
|
Description |
3.1 |
|
|
3.2 |
|
Current Report on Form 8-K filed with the SEC on June 29, 2021). |
4.1 |
|
on Form S-1 (File No. 333-256795 filed with the SEC on June 21, 2021). |
4.2 |
|
|
31.1 |
* |
|
31.2 |
* |
|
32.1 |
* |
|
101.INS |
|
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. |
101.SCH |
|
Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents |
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Filed herewith.
§ Non-material schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Registrant hereby undertakes to furnish supplemental copies of any of the omitted Schedules and exhibits upon request by the SEC.
32
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 thereunto duly authorized.
|
|
ALPHA TEKNOVA, INC. |
|
|
|
|
|
Date: November 5, 2026 |
|
By: |
/s/ STEPHEN GUNSTREAM |
|
|
|
Stephen Gunstream |
|
|
|
President and Chief Executive Officer (Principal Executive Officer) |
|
|
|
|
Date: November 5, 2026 |
|
By: |
/s/ MATTHEW LOWELL |
|
|
|
Matthew Lowell |
|
|
|
Chief Financial Officer (Principal Financial Officer) |
33
Exhibit 31.1
CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Stephen Gunstream, certify that:
Date: November 5, 2026 |
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By: |
/s/ STEPHEN GUNSTREAM |
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Stephen Gunstream |
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President and Chief Executive Officer (Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Matthew Lowell, certify that:
Date: November 5, 2026 |
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By: |
/s/ MATTHEW LOWELL |
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Matthew Lowell |
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Chief Financial Officer (Principal Financial Officer) |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Alpha Teknova, Inc. (the “Company”) on Form 10-Q for the period ending September 30, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
Date: November 5, 2026 |
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By: |
/s/ STEPHEN GUNSTREAM |
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Stephen Gunstream |
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President and Chief Executive Officer (Principal Executive Officer)
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Date: November 5, 2026 |
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By: |
/s/ MATTHEW LOWELL |
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Matthew Lowell |
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Chief Financial Officer (Principal Financial Officer)
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