Quantum-Si Inc.

08/13/2026 | Press release | Distributed by Public on 08/13/2026 14:57

Quarterly Report for Quarter Ending June 30, 2026 (Form 10-Q)

Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis provides information which management believes is relevant to an assessment and understanding of our condensed consolidated results of operations and financial condition. The discussion should be read in conjunction with (i) the unaudited Condensed Consolidated Financial Statements and notes thereto contained in this Quarterly Report on Form 10-Q, (ii) the Consolidated Financial Statements and notes thereto for the year ended December 31, 2025 contained in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission (the "SEC") on March 3, 2026, and (iii) our other public reports filed with the SEC. This discussion contains forward looking statements and involves numerous risks and uncertainties, including, but not limited to, those described in the "Risk Factors" section of our Annual Report on Form 10-K for the year ended December 31, 2025, this Quarterly Report on Form 10-Q and in other filings that we make with the Securities and Exchange Commission. Actual results may differ materially from those contained in any forward-looking statements. Unless the context otherwise requires, references to "we", "us", "our", the "Company" or "Quantum-Si" are intended to mean the business and operations of Quantum-Si Incorporated and its consolidated subsidiaries. The unaudited Condensed Consolidated Financial Statements for the three and six months ended June 30, 2026 and 2025 present the financial position and results of operations of Quantum-Si Incorporated and its consolidated subsidiaries.
Overview
We are a life sciences company focused on proteomics research, with the mission of transforming single-molecule analysis and democratizing its use by providing researchers and clinicians access to the proteome, the set of proteins expressed within a cell through single-molecule protein sequencing. We have developed a proprietary, universal, single-molecule detection platform that we are applying to proteomics to enable single-molecule protein sequencing to sequence proteins in a massively parallel fashion (rather than sequentially, one at a time), which can also be used for the study of nucleic acids. We believe the ability to sequence proteins in a massively parallel fashion and offer a fast analysis time has the potential to unlock significant biological information through improved resolution and unbiased access to the proteome at a speed and scale not available today. Traditionally, proteomic workflows to sequence proteins required days or weeks to complete. Our current platform includes our Platinum® single-molecule protein sequencing line of instruments, Platinum Analysis Software and consumable kits for use with our Platinum line of instruments. In 2021, we introduced our Platinum early access program to sites with participation from leading academic centers and key industry partners. The early access program introduced the Platinum single-molecule sequencing system to key opinion leaders across the globe for both expansion and development of applications and workflows. We began a controlled launch of the Platinum instrument and started to take orders in December 2022, subsequently began a controlled commercial launch of Platinum in January 2023 and then moved to a full commercial launch of Platinum beginning in the second quarter of 2024. In January 2025, we announced the launch of our Platinum Pro benchtop sequencer. First shipments of Platinum Pro occurred in March 2025.
We believe our platform offers a differentiated solution in a rapidly evolving proteomics tools market. Within our initial focus market of proteomics, our platform is designed to provide users a seamless opportunity to gain key insights into the immediate state of biological pathways and cell state. Our platform aims to address many of the key challenges and bottlenecks with legacy proteomic solutions, such as mass spectrometry ("MS"), which include high instrument costs both in terms of acquisition and ownership, and complexity with data analysis, which together limit broad adoption. We believe our platform, which is designed to streamline sequencing and data analysis at a lower instrument cost and with greater automation than legacy proteomic solutions, could allow our product to have wide utility across the study of the proteome. For example, our platform could be used for biomarker discovery and disease detection, pathway analysis, immune response, vaccine development, quality assurance and quality control, among other applications.
In November 2025, we presented an updated technology and product roadmap that we believe positions us to be a leader in proteomics, including instrumentation, consumable kits and software tools. We intend to continue to execute on this roadmap through a combination of internal development programs and external partnerships to bring to market the most comprehensive proteomics platform in our industry.
Most importantly, this roadmap includes the development of ProteusTM, our next-generation platform, which was announced in November 2024 and is estimated to be launched in the second quarter of 2027. Proteus aims to provide single-molecule, amino acid level resolution while also providing anticipated significantly higher sequencing output per sample and increased sample throughput per run, automation of the sequencing workflow and automated data analysis as compared to Platinum Pro. The Proteus platform is being developed to be a modular, scalable system that allows for expansion in the overall platform, the number of consumables that can be processed concurrently and the overall output of sample data from the platform. The first generation of Proteus and associated sequencing consumables is anticipated to
include motion control, liquid handling, and a new on-board single optical system with the ability to accept a new consumable chip that has approximately 80 million features. We believe this new platform will provide much deeper insights while simplifying and significantly reducing the cost of the underlying consumable. In addition, during our presentation in November 2025, we provided data demonstrating the wide range of proteomics applications that are addressable with our proprietary, single-molecule, kinetic detection technology. As a result of the anticipated launch of Proteus, we expect some customers may delay purchasing decisions for existing products, which is expected to adversely impact revenue until Proteus becomes commercially available.
Results of Operations for the Three and Six Months Ended June 30, 2026 as Compared to the Three and Six Months Ended June 30, 2025
The following table presents the Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and six months ended June 30, 2026 and 2025 (dollars in thousands):
Three months ended June 30, Six months ended June 30,
2026 2025 $ Change % Change 2026 2025 $ Change % Change
Revenue
Product $ 314 $ 558 $ (244) (43.7) % $ 530 $ 1,366 $ (836) (61.2) %
Service 30 33 (3) (9.1) % 72 67 5 7.5 %
Total revenue 344 591 (247) (41.8) % 602 1,433 (831) (58.0) %
Cost of revenue
Product 172 230 (58) (25.2) % 349 567 (218) (38.4) %
Service - 10 (10) (100.0) % 7 29 (22) (75.9) %
Total cost of revenue 172 240 (68) (28.3) % 356 596 (240) (40.3) %
Gross profit 172 351 (179) (51.0) % 246 837 (591) (70.6) %
Operating expenses:
Research and development 15,824 15,213 611 4.0 % 30,311 28,930 1,381 4.8 %
Selling, general and administrative 9,977 11,896 (1,919) (16.1) % 19,617 23,777 (4,160) (17.5) %
Legal settlement expense, net of insurance proceeds - 3,362 (3,362) (100.0) % - 3,362 (3,362) (100.0) %
Total operating expenses 25,801 30,471 (4,670) (15.3) % 49,928 56,069 (6,141) (11.0) %
Loss from operations (25,629) (30,120) 4,491 (14.9) % (49,682) (55,232) 5,550 (10.0) %
Dividend income 114 155 (41) (26.5) % 245 376 (131) (34.8) %
Interest income 1,544 2,157 (613) (28.4) % 3,288 4,483 (1,195) (26.7) %
Change in fair value of warrant liabilities 437 (994) 1,431 (144.0) % 794 2,407 (1,613) (67.0) %
Other (expense) income, net - (14) 14 (100.0) % 28 (28) 56 (200.0) %
Loss before (provision) benefit for income taxes (23,534) (28,816) 5,282 (18.3) % (45,327) (47,994) 2,667 (5.6) %
(Provision) benefit for income taxes - (20) 20 (100.0) % 122 (31) 153 (493.5) %
Net loss $ (23,534) $ (28,836) $ 5,302 (18.4) % $ (45,205) $ (48,025) $ 2,820 (5.9) %
Revenue, Cost of Revenue and Gross Profit
Revenue is derived from sales of products and services. Product revenue is generated from the following sources: (i) sales of our Platinum line of instruments, (ii) consumables kits, including Library Preparation Kits, Sequencing Kits (which includes sequencing reagents and semiconductor chips), and other related reagent kits, and (iii) freight revenue, which is recognized upon shipment. Service revenue is generated from service maintenance contracts including Platinum Analysis Software access, and advanced training for instrument use.
Cost of revenue primarily consists of product and service costs including material costs, personnel costs and benefits, inbound and outbound freight, packaging, warranty replacement costs, royalty costs, facilities costs, depreciation and amortization expense, and inventory write-offs.
Revenue, Cost of revenue and Gross profit for the three and six months ended June 30, 2026 and 2025 are as follows (dollars in thousands):
Three months ended June 30, Six months ended June 30,
2026 2025 $ Change % Change 2026 2025 $ Change % Change
Revenue
Product $ 314 $ 558 $ (244) (43.7) % $ 530 $ 1,366 $ (836) (61.2) %
Service 30 33 (3) (9.1) % 72 67 5 7.5 %
Total revenue 344 591 (247) (41.8) % 602 1,433 (831) (58.0) %
Cost of revenue
Product 172 230 (58) (25.2) % 349 567 (218) (38.4) %
Service - 10 (10) (100.0) % 7 29 (22) (75.9) %
Total cost of revenue 172 240 (68) (28.3) % 356 596 (240) (40.3) %
Gross profit $ 172 $ 351 $ (179) (51.0) % $ 246 $ 837 $ (591) (70.6) %
Gross profit margin 50.0 % 59.4 % 40.9 % 58.4 %
Total revenue for the sale of our Platinum line of instruments, related reagent kits and service maintenance contracts decreased by $0.2 million, or 41.8%, and $0.8 million, or 58.0%, for the three and six months ended June 30, 2026, respectively, when compared to the same periods in 2025. The decrease in revenue was primarily driven by lower sales volumes of instruments and consumables as customers deferred purchasing decisions in anticipation of the expected commercial launch of Proteus. We expect revenue in 2026 to continue to be impacted as customers may delay purchases ahead of Proteus becoming commercially available.
Total cost of revenue decreased $0.1 million, or 28.3%, and $0.2 million, or 40.3%, for the three and six months ended June 30, 2026, when compared to the same periods in 2025. The change in the cost of revenue is directly correlated to the relative revenue and volume decreases for the three and six months ended June 30, 2026 as compared to the same periods in 2025.
Gross profit decreased $0.2 million, or 51.0%, and $0.6 million, or 70.6%, for the three and six months ended June 30, 2026, when compared to the same periods in 2025.
Gross profit margin was 50.0% and 40.9% for the three and six months ended June 30, 2026, respectively, as compared to 59.4% and 58.4% for the same periods in 2025, respectively. This change in margin was primarily based on the mix of products sold during each period. We expect gross profit margin to be variable for the foreseeable future as we work through our continued commercialization efforts.
Research and Development Expenses
Research and development expenses primarily consist of personnel costs and benefits, stock-based compensation, lab supplies, consulting and professional services, fabrication services, charges related to product without an alternative future
use, facilities costs, software, and other outsourced expenses. Research and development expenses are recognized as incurred. Our research and development expenses are primarily related to developing new products and services.
Research and development expenses for the three and six months ended June 30, 2026 and 2025 are as follows (dollars in thousands):
Three months ended June 30, Six months ended June 30,
2026 2025 $ Change % Change 2026 2025 $ Change % Change
Research and development $ 15,824 $ 15,213 $ 611 4.0 % $ 30,311 $ 28,930 $ 1,381 4.8 %
Research and development expenses increased by $0.6 million, or 4.0%, for the three months ended June 30, 2026, when compared to the same period in 2025. This increase was primarily driven by a $0.6 million increase in fabrication and outsourced services driven by efforts to support the development of our Proteus platform, $0.3 million increase in laboratory supplies and a $0.3 million increase in payroll and payroll-related costs. These increases were partially offset by a $0.6 million decrease in facility-related costs primarily driven by the New Haven lease termination that occurred in the third quarter of 2025.
Research and development expenses increased by $1.4 million, or 4.8%, for the six months ended June 30, 2026, when compared to the same period in 2025. This increase was primarily driven by a $1.1 million increase in laboratory supplies, $0.8 million of fabrication and outsourced services driven by efforts to support the development of our Proteus platform, a $0.6 million increase of payroll and payroll-related costs and a $0.3 million net increase in depreciation expense. These increases were partially offset by a $1.2 million decrease in facility-related costs primarily driven by the New Haven lease termination that occurred in the third quarter of 2025 and a $0.2 million decrease in professional services and consulting fees.
Selling, General and Administrative Expenses
Selling, general and administrative expenses primarily consist of personnel costs and benefits, stock-based compensation, patent and filing fees, consulting and professional services, legal and accounting services, facilities costs, depreciation and amortization expense, insurance and office expenses, product advertising and marketing.
Selling, general and administrative expenses for the three and six months ended June 30, 2026 and 2025 are as follows (dollars in thousands):
Three months ended June 30, Six months ended June 30,
2026 2025 $ Change % Change 2026 2025 $ Change % Change
Selling, general and administrative $ 9,977 $ 11,896 $ (1,919) (16.1) % $ 19,617 $ 23,777 $ (4,160) (17.5) %
Selling, general and administrative expenses decreased $1.9 million, or 16.1%, for the three months ended June 30, 2026, when compared to the same period in 2025. This decrease was primarily due to a $0.9 million decrease in legal fees, a $0.4 million decrease in professional services and consulting fees, a $0.3 million decrease in payroll and payroll-related costs, a $0.2 million decrease in personal property tax expense, a $0.2 million decrease in trade show and other marketing-related costs and a $0.2 million net decrease in other expenses. These decreases were partially offset by a $0.3 million increase in stock-based compensation.
Selling, general and administrative expenses decreased $4.2 million, or 17.5%, for the six months ended June 30, 2026, when compared to the same period in 2025. This decrease was primarily due to a $2.3 million decrease in legal fees, a $0.7 million decrease in payroll and payroll-related costs, a $0.6 million decrease in professional services and consulting fees, a $0.5 million decrease in trade show and other marketing-related costs, a $0.2 million decrease in personal property tax expense, a $0.2 million decrease in insurance expense and a $0.1 million net decrease in other expenses. These decreases were partially offset by a $0.4 million increase in stock-based compensation.
Legal Settlement Expense, Net of Insurance Proceeds
For the three and six months ended June 30, 2026 and 2025, Legal settlement expense, net of insurance proceeds is as follows (dollars in thousands):
Three months ended June 30, Six months ended June 30,
2026 2025 $ Change % Change 2026 2025 $ Change % Change
Legal settlement expense, net of insurance proceeds $ - $ 3,362 $ (3,362) (100.0) % $ - $ 3,362 $ (3,362) (100.0) %
Legal settlement expense, net of insurance proceeds, decreased $3.4 million, or 100.0% for both the three and six months ended June 30, 2026, as compared to the same periods in 2025. The $3.4 million of expense for the three and six months ended June 30, 2025 was related to a preliminary legal settlement being reached for the Delaware Stockholder Litigation in the second quarter of 2025. For further information on the Delaware Stockholder Litigation, please refer to Note 16. Commitments and Contingencies in the notes to the unaudited Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q.
Dividend Income and Interest Income
For the three and six months ended June 30, 2026 and 2025, dividend income and interest income was derived primarily from fixed income securities and money market mutual funds, respectively.
Dividend income and interest income for the three and six months ended June 30, 2026 and 2025 is as follows (dollars in thousands):
Three months ended June 30, Six months ended June 30,
2026 2025 $ Change % Change 2026 2025 $ Change % Change
Dividend income $ 114 $ 155 $ (41) (26.5) % $ 245 $ 376 $ (131) (34.8) %
Interest income $ 1,544 $ 2,157 $ (613) (28.4) % $ 3,288 $ 4,483 $ (1,195) (26.7) %
Dividend income decreased by $41.0 thousand, or 26.5%, and $0.1 million, or 34.8%, for the three and six months ended June 30, 2026, respectively, when compared to the same periods in 2025.
Interest income decreased by $0.6 million, or 28.4%, and $1.2 million, or 26.7%, for the three and six months ended June 30, 2026, respectively, when compared to the same periods in 2025.
These decreases in dividend income and interest income are a result of lower market interest rates on invested capital as well as relative lower invested balances in both the three and six months ended June 30, 2026.
Change in Fair Value of Warrant Liabilities
Warrant liabilities were recorded at fair value as part of the Business Combination. Change in fair value of warrant liabilities primarily consists of the change in the fair value of our Public Warrants and Private Warrants.
Change in fair value of warrant liabilities for the three and six months ended June 30, 2026 and 2025 is as follows (dollars in thousands):
Three months ended June 30, Six months ended June 30,
2026 2025 $ Change % Change 2026 2025 $ Change % Change
Change in fair value of warrant liabilities $ 437 $ (994) $ 1,431 (144.0) % $ 794 $ 2,407 $ (1,613) (67.0) %
For the three months ended June 30, 2026, we recognized $0.4 million of income upon the expiration of all outstanding Public Warrants and Private Warrants as compared to $1.0 million of expense from the increase in the fair value of warrant liabilities for the same period in 2025. The expense recognized for the three months ended June 30, 2025 was primarily driven by the change in the underlying trading price of our Class A common stock during the period.
For the six months ended June 30, 2026, we recognized $0.8 million of income due to the expiration of the outstanding Public Warrants and Private Warrants and the change in the underlying trading price of our Class A common stock during the period. For the six months ended June 30, 2025, we recognized $2.4 million of income from the decrease in the fair value of warrant liabilities, primarily driven by the change in the underlying trading price of our Class A common stock during the period.
Other (Expense) Income, Net
Other (expense) income, net, primarily consists of currency revaluations. Other (expense) income, net, for the three and six months ended June 30, 2026 and 2025 is as follows (dollars in thousands):
Three months ended June 30, Six months ended June 30,
2026 2025 $ Change % Change 2026 2025 $ Change % Change
Other (expense) income, net $ - $ (14) $ 14 (100.0) % $ 28 $ (28) $ 56 (200.0) %
Liquidity and Capital Resources
The following table presents a summary of our consolidated cash flows for operating, investing, and financing activities for the six months ended June 30, 2026 and 2025 (in thousands):
Six months ended June 30,
2026 2025
Net cash used in operating activities $ (44,082) $ (46,351)
Net cash provided by (used in) investing activities 48,393 (29,139)
Net cash provided by financing activities - 48,415
Effect of exchange rate changes on cash and cash equivalents (95) 22
Net increase (decrease) in cash, cash equivalents and restricted cash $ 4,216 $ (27,053)
Net cash used in operating activities
Net cash used in operating activities was $44.1 million during the six months ended June 30, 2026. This cash used was primarily attributable to our net loss of $45.2 million, which resulted from continued spend on research and development and commercialization efforts. Net cash used was further impacted by $6.7 million of cash used from net changes in operating assets and liabilities, primarily due to the timing of cash receipts and payments for a legal settlement and activities in the ordinary course of business. In addition, operating cash flows were reduced by non-cash gains, including $1.6 million of accretion on marketable securities and a $0.8 million gain from changes in the fair value of warrant liabilities, primarily driven by the change in the underlying trading price of our Class A common stock. These items were partially offset by non-cash expenses, including stock-based compensation of $5.6 million, depreciation and amortization of $2.5 million, inventory write-downs of $1.4 million and non-cash lease expense of $0.8 million.
Net cash used in operating activities was $46.4 million during the six months ended June 30, 2025. This cash used was primarily attributable to our net loss of $48.0 million resulting from continued spend on research and development and commercialization efforts. Net cash used was further impacted by $1.3 million of cash used from net changes in operating assets and liabilities, primarily due to the timing of cash receipts and payments in the ordinary course of business. In addition, operating cash flows were reduced by non-cash gains, including $4.3 million of accretion on marketable securities and a $2.4 million gain from changes in fair value of warrant liabilities, primarily driven by the change in the underlying trading price of our Class A common stock. These items were partially offset by non-cash expenses, including stock-based
compensation of $5.3 million, depreciation and amortization of $2.1 million, non-cash lease expense of $1.3 million and inventory write-downs of $1.0 million.
We expect operating cash usage to continue to be impacted by operating results and working capital requirements.
Net cash provided by (used in) investing activities
Net cash provided by investing activities was $48.4 million during the six months ended June 30, 2026 compared to net cash used in investing activities of $29.1 million during the same period in 2025. Cash provided by investing activities during the current period was primarily attributable to $138.2 million of proceeds from sales and maturities of marketable securities, partially offset by $89.0 million of purchases of marketable securities, $0.4 million of purchases of property and equipment and $0.4 million of lease security deposits paid for the lease of a new facility in San Diego, California. The net cash inflow reflected the ongoing management of our investment portfolio to optimize liquidity and align investment maturities with anticipated cash requirements, while preserving capital, minimizing exposure to market and credit risk, and supporting our ability to fund ongoing research and development initiatives and operating needs. We also expect our net invested capital balance to vary in future quarters as we fund our operating needs primarily through our investment portfolio.
Net cash provided by financing activities
There was no net cash provided by financing activities during the six months ended June 30, 2026 compared to $48.4 million of net cash provided by financing activities during the same period in 2025. There were no financing transactions during the current period. Net cash provided by financing activities during the prior-year period was attributable to $46.8 million of net proceeds from the issuance of common stock in a net direct equity offering and $1.6 million of proceeds from the exercise of stock options. Further information regarding the direct equity offering can be found below under the header Liquidity Outlook.
Liquidity Outlook
Since our inception, we have funded our operations primarily with proceeds from the issuance of equity to private investors, as well as with the proceeds received from the closing of the Business Combination. Additionally, we began to generate revenue during 2023 from commercial sales of our Platinum instrument. Our primary uses of liquidity have been operating expenses, capital expenditures and our acquisition of certain assets. Cash flows from operations have been historically negative as we continue to invest in the development of our technology in single-molecule protein sequencing. Going forward, we anticipate debt or equity offerings will be the primary source of funds to support our operating needs and capital expenditures until we reach scale of our commercial operations. We expect to incur negative operating cash flows on an annual basis for the foreseeable future until such time that we can scale our revenue growth.
We expect our existing cash and cash equivalents and investments in marketable securities, together with revenue from the sale of our products and services, will be sufficient to meet our liquidity, capital expenditure, and anticipated working capital requirements and fund our operations for at least the next 12 months. We expect to use our cash and cash equivalents and investments in marketable securities and funds from revenue generated to invest in our continued commercialization efforts, to further invest in research and development, for other operating expenses, business acquisitions and for working capital and general corporate purposes.
As of June 30, 2026, we had cash and cash equivalents and investments in marketable securities of $169.9 million. Our future capital requirements may vary from those currently planned and will depend on various factors including the pace and success of product commercialization.
Our ongoing commercialization efforts and continued research and development activities in advance of the anticipated launch of Proteus may require increased levels of spending. These efforts and activities may include investments to expand sales and marketing capabilities, advance product development, and build inventory to support commercialization. Other factors that could accelerate cash requirements include: (i) delays in achieving scientific and technical milestones, (ii) unforeseen capital expenditures and manufacturing costs related to commercialization, (iii) changes to our business or commercialization strategy, including those related to the timing and scope of the Proteus launch, (iv) costs associated with operating as a public company, (v) other items affecting our forecasted expenditures and use of cash resources, including potential acquisitions and (vi) increased product and service costs.
On August 11, 2023, we filed a universal shelf registration statement on Form S-3 (the "2023 Shelf Registration Statement") covering the offering of Class A common stock, preferred stock, debt securities, warrants, rights and units. After the closing of the July 2025 Registered Direct Offering, the remaining capacity of the 2023 Shelf Registration Statement was approximately $13.8 million. We filed a universal shelf registration statement on Form S-3 and a subsequent amendment to the Form S-3 (the "2025 Shelf Registration Statement"), on September 26, 2025 and October 9, 2025, respectively, covering the offering of Class A common stock, preferred stock, debt securities, warrants, rights and units.
On December 11, 2024, we entered into an Equity Distribution Agreement (the "Canaccord Sales Agreement") with Canaccord to sell shares of our Class A common stock having an aggregate offering price of up to $75.0 million, from time to time through an "at-the-market" offering program under which Canaccord acted as sales agent (the "2024 ATM Offering"). We had no obligation to sell any shares under the Canaccord Sales Agreement and could at any time suspend solicitation and offers under the Canaccord Sales Agreement. The 2024 ATM Offering was made pursuant to the 2023 Shelf Registration Statement and a prospectus supplement related to the 2024 ATM Offering dated December 11, 2024. During the year ended December 31, 2024, we sold and issued 23,425,650 shares of our Class A common stock under the 2024 ATM Offering, resulting in gross proceeds of $36.2 million. Net proceeds were $34.8 million after commissions and issuance costs of $1.4 million. We sold no shares of our Class A common stock under the 2024 ATM Offering during the year ended December 31, 2025. In connection with the July 2025 Registered Direct Offering, we provided written notice, effective as of July 3, 2025, to Canaccord of our election to terminate the Canaccord Sales Agreement for our at-the-market offering. At the time of termination, we had sold 23,425,650 shares of our Class A common stock under the Canaccord Sales Agreement for aggregate gross proceeds of $36.2 million.
On January 3, 2025, we entered into a securities purchase agreement with certain institutional investors in connection with the January 2025 Registered Direct Offering. The gross proceeds from the January 2025 Registered Direct Offering were $50.0 million. After deducting estimated placement agents' fees and other offering expenses payable by us, net proceeds recorded as of December 31, 2025 were approximately $46.8 million.
On July 3, 2025, we entered into a securities purchase agreement with a certain institutional investor in connection with the July 2025 Registered Direct Offering. The Pre-Funded Warrants were exercised in full on August 1, 2025 at the exercise price of $0.0001 for one share of Class A common stock per Pre-Funded Warrant. The gross proceeds from the July 2025 Registered Direct Offering were $50.0 million. After deducting estimated placement agents' fees and other offering expenses payable by us, net proceeds as of December 31, 2025 were approximately $46.7 million.
On September 26, 2025, we entered into the Leerink Sales Agreement. We have no obligation to sell any shares under the Leerink Sales Agreement and may at any time suspend solicitation and offers under the Leerink Sales Agreement. The 2025 ATM Offering is being made pursuant to the 2025 Shelf Registration Statement and a prospectus supplement related to the 2025 ATM Offering. During the three and six months ended June 30, 2026 and the year ended December 31, 2025, there were no shares sold under the Leerink Sales Agreement. Shares offered and sold in the 2025 ATM Offering, if any, will be sold pursuant to the 2025 Shelf Registration Statement.
In the future, we may be unable to obtain any required additional financing on terms favorable to us, if at all. If adequate funds are not available to us on acceptable terms or otherwise, we may be unable to successfully develop or enhance products and services, respond to competitive pressure or take advantage of acquisition opportunities, any of which could have a material adverse effect on our business, financial condition, operating results and cash flows.
Capital Expenditures
We forecast capital expenditures in order to execute on our business plan and maintain growth; however, the actual amount and timing of such capital expenditures will ultimately be determined by the volume of business. We currently anticipate our capital expenditures for the year ended December 31, 2026 will be approximately $4.0 million. We have funded and plan to continue funding these capital expenditures with cash and financing.
Contractual Obligations and Off-Balance Sheet Arrangements
We lease certain facilities and equipment under non-cancellable lease agreements that expire at various dates through 2029. As of June 30, 2026, future minimum lease payments were approximately $3.5 million.
On June 18, 2026, we entered into a facility lease agreement (the "Lease Agreement") for the lease of office, laboratory and manufacturing space located in San Diego, California. This new space is expected to replace the existing San Diego facility.
The Lease Agreement provides for an initial non-cancellable lease term of 120 months. Aggregate minimum cash lease payments under the lease are estimated to be approximately $38.3 million and are not included in future minimum lease payments as the lease had not commenced as of June 30, 2026.
The Lease Agreement also provides for a tenant improvement allowance of up to approximately $17.1 million. As of June 30, 2026, we had not used any portion of this allowance.
We expect the lease to commence on or about September 1, 2027, subject to the completion of tenant improvements and other customary conditions, but no later than November 1, 2027. Upon lease commencement, we will recognize a right-of-use asset and corresponding lease liability in accordance with ASC 842.
Aside from the new Lease Agreement, there have been no material changes in our contractual obligations, including those related to our other lease agreements, since December 31, 2025.
Licenses related to certain intellectual property
We license certain intellectual property, some of which may be utilized in our current or future product offerings. To preserve the right to use such intellectual property, we are required to make annual minimum fixed payments totaling approximately $0.1 million as well as royalties based on net sales if the royalties exceed annual minimum fixed payments.
Critical Accounting Policies and Significant Judgments and Estimates
Our management's discussion and analysis of our financial condition and results of operations is based on our unaudited Condensed Consolidated Financial Statements, which have been prepared in accordance with U.S. GAAP. The preparation of these unaudited Condensed Consolidated Financial Statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the unaudited Condensed Consolidated Financial Statements, as well as expenses incurred during the reporting periods. Our estimates are based on historical experience and various other factors we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about items not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Please refer to our critical accounting policies as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025 and Note 2. Summary of Significant Accounting Policies in the accompanying notes to the unaudited Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q for a complete description of our significant accounting policies.
Recently Issued Accounting Pronouncements
Please refer to Note 2. Summary of Significant Accounting Policies in the accompanying notes to the unaudited Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q for a description of recently issued accounting pronouncements that impacted or may potentially impact our financial position and results of operations.
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