MASS 908 Devices Inc

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K/A

(Amendment No. 1)

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): March 4, 2025

 

908 Devices Inc.

(Exact name of registrant as specified in its charter)

 

Delaware		001-39815		45-4524096
(State or other jurisdiction of incorporation)		(Commission file number)		(I.R.S. Employer Identification No.)

 

645 Summer Street

Boston, MA  02210

(Address of principal executive offices, including zip code)

 

(857) 254-1500
(Registrant’s telephone number, including area code)

 

N/A
(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨	Written communications pursuant to Rule 425 under the Securities Act. (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act. (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act. (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act. (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act: 

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		MASS		The NASDAQ Global Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 ( §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company  x

 

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.  ¨

 

 

 

EXPLANATORY NOTE: On March 4, 2025, 908 Devices Inc., a Delaware corporation (the “Company”), filed a Current Report on Form 8-K (the “Original Report”) with the U.S. Securities and Exchange Commission. The Original Report disclosed the consummation of the previously announced sale of its portfolio of desktop devices used in the field of bioprocessing process analytical technologies (the “Business”). This Current Report on Form 8-K/A amends the Original Report to include the pro forma financial information required by Item 9.01(b). Except as provided herein, the disclosures made in the Original Report remain unchanged.

 

ITEM 9.01. Financial Statements and Exhibits.

 

(b) Pro forma financial information

 

The unaudited pro forma condensed consolidated financial information of the Company giving effect to the sale of the Business is attached as Exhibit 99.1 to this Current Report on Form 8-K/A and incorporated herein by reference.

(d) Exhibits

Exhibit No.		Description of Exhibit
99.1		908 Devices Inc. Unaudited Pro Forma Condensed Consolidated Financial Information
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: March 7, 2025

 

	908 Devices Inc.
	By:	/s/ Michael S. Turner
		Name:	Michael S. Turner
		Title:	Chief Legal and Administrative Officer

 

 

 

Exhibit 99.1

 

UNAUDITED PRO FOMA CONDNSED FINANCIAL INFORMATION

INDEX TO FINANCIAL STATEMENTS

 

UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS:
Introduction	2
Pro Forma Condensed Consolidated Balance Sheet as of December 31, 2024 (Unaudited)	3
Pro Forma Condensed Consolidated Statement of Operations for the Year Ended December 31, 2024 (Unaudited)	4
Pro Forma Condensed Consolidated Statement of Operations for the Year Ended December 31, 2023 (Unaudited)	5
Notes to Pro Forma Condensed Consolidated Financial Statements (Unaudited)	6

 

 

INTRODUCTION

 

On March 4, 2025 (the “Closing Date”), 908 Devices Inc. (the “Company”) completed its previously announced sale of the Company’s desktop portfolio, as defined below (the “Transaction”) pursuant to the Securities and Asset Purchase Agreement (the “Purchase Agreement”) with Repligen Corporation (“Repligen”). Under the terms of the Purchase Agreement, on the terms and subject to the conditions thereof, among other things, the Company sold to Repligen the Company’s tangible and intangible assets, properties and rights, including assumed contracts (the “Purchased Assets”) related to the activities, operations, and undertakings focused on the research, development, manufacture, testing, commercialization and distribution of the Company’s desktop commercial-stage analytical technology devices currently marketed or in development, including products sold under the names of Maverick, Rebel, Maven, Trace C2 and ZipChip (the “Desktop Business”). As a part of the Purchase Agreement, Repligen acquired from the Company, 100% of the Company’s direct interests in 908 Devices GmbH, a wholly owned subsidiary of the Company. In addition, in connection with the Transaction, Repligen assumed the lease obligation for the North Carolina facility attributable to the Desktop Business and entered into employment agreements with more than fifty employees of the Company. Subsequent to the Closing Date, and anticipated to be in March 2025, the Company will terminate the remaining employees that were previously supporting the Desktop Business. In conjunction with the Purchase Agreement, the Company and Repligen also entered into a supply agreement to supply certain products manufactured and/or sold by the Company to Repligen (the “Supply Agreement”), as well as an agreement to provide to Repligen or, at Repligen’s election, its Subsidiaries, certain transition services in relation to the Desktop Business (the “Transition Services Agreement”).

 

As a result of this Transaction, effective in the first quarter of 2025, the Company will present the Desktop Business as a discontinued operation for all periods presented. The accompanying unaudited pro forma condensed consolidated balance sheet as of December 31, 2024 is presented as if the Transaction had occurred as of December 31, 2024. The unaudited pro forma condensed consolidated statements of operations for the years ended December 31, 2024 and 2023 reflect the Company’s results as if the Transaction had occurred as of January 1, 2024. As the sale of the Desktop Business qualifies as a discontinued operation per ASC 205, Presentation of Financial Statements-Discontinued Operations (“ASC 205”), the unaudited pro forma condensed consolidated statements of operations for the years ended December 31, 2024 and 2023 reflect the effects of the disposition of the Desktop Business as a discontinued operation.

 

The unaudited pro forma condensed consolidated financial information has been prepared based upon available information and management estimates; actual amounts may differ from these estimated amounts. The unaudited pro forma condensed consolidated financial information is not necessarily indicative of the financial position or results of operations that might have occurred had the Transaction occurred as of the dates stated above or for any period following the sale of the Desktop Business. The pro forma adjustments are described in the notes and the unaudited pro forma condensed consolidated financial information should be read in conjunction with the related notes.

 

 

908 Devices Inc.

Unaudited Pro Forma Condensed Consolidated Balance Sheet

As of December 31, 2024

(in thousands)

 

		Historical				Discontinued				Transaction Accounting				Pro Forma
		908 Devices Inc.				Operation (A)				Adjustments				Combined
Assets
Current assets:
Cash and cash equivalents		$	44,032			$	65,331			$	—			$	109,363
Marketable securities			25,568				—				—				25,568
Accounts receivable, net			12,627				(3,604	)			—				9,023
Inventory			16,173				(5,287	)			—				10,886
Prepaid expenses and other current assets			4,655				(471	)			—				4,184
Total current assets			103,055				55,969				—				159,024
Operating lease, right-of-use assets			6,910				(3,068	)			—				3,842
Property and equipment, net			3,421				(1,826	)			—				1,595
Intangible assets, net			45,261				(6,582	)			—				38,679
Other long-term assets			829				(318	)			—				511
Total assets		$	159,476			$	44,175			$	—			$	203,651
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable		$	2,063			$	(142	)		$	—			$	1,921
Accrued expenses			9,096				(2,404	)			650	(C)			7,342
Deferred revenue			12,125				(1,676	)			—				10,449
Operating lease liabilities			1,865				(392	)			—				1,473
Total current liabilities			25,149				(4,614	)			650				21,185
Operating lease liabilities, net of current portion			4,742				(2,142	)			—				2,600
Deferred revenue, net of current portion			10,679				(595	)			—				10,084
Deferred income taxes			2,030				(2,030	)			—				—
Contingent consideration			2,284				—				—				2,284
Total liabilities			44,884				(9,381	)			650				36,153
Commitments and contingencies
Stockholders' equity:
Common stock			35				—				—				35
Additional paid-in capital			356,216				—				—				356,216
Accumulated other comprehensive income			1,146				(1,146	)(B)			—				—
Accumulated (deficit) earnings			(242,805	)			54,702				(650	)			(188,753	)
Total stockholders' equity			114,592				53,556				(650	)			167,498
Total liabilities and stockholders' equity		$	159,476			$	44,175			$	—			$	203,651

 

See accompanying notes to unaudited pro forma condensed financial information.

 

 

908 Devices Inc.

Unaudited Pro Forma Condensed Consolidated Statement of Operations

For the year Ended December 31, 2024

(in thousands, except share and per share data)

 

										908 Devices Inc.				Transaction
		Historical				Discontinued				Continuing				Accounting				Pro Forma
		908 Devices Inc.				Operation (D)				Operations				Adjustments				Combined
Revenue:
Product revenue		$	43,922			$	(10,153	)			33,769			$	—			$	33,769
Service and contract revenue			15,709				(1,734	)			13,975				—				13,975
Total revenue			59,631				(11,887	)			47,744				—				47,744
Cost of revenue:
Product cost of revenue			21,645				(4,194	)			17,451				—				17,451
Service and contract cost of revenue			8,130				(1,954	)			6,176				—				6,176
Total cost of revenue			29,775				(6,148	)			23,627				—				23,627
Gross profit			29,856				(5,739	)			24,117				—				24,117
Operating expenses:
Research and development			25,495				(11,271	)			14,224				—				14,224
Selling, general and administrative			53,636				(14,357	)			39,279				650	(C)			39,929
Change in fair value of contingent consideration			(13,216	)			—				(13,216	)			—				(13,216	)
Goodwill impairment			40,659				(10,481	)			30,178				—				30,178
Total operating expenses			106,574				(36,109	)			70,465				650				71,115
Loss from operations			(76,718	)			30,370				(46,348	)			(650	)			(46,998	)
Other income, net
Interest income			4,494				—				4,494				—				4,494
Other income (expense), net			(264	)			31				(233	)			2,300	(E)			2,067
Total other income, net			4,230				31				4,261				2,300				6,561
(Loss) income from operations before income taxes			(72,488	)			30,401				(42,087	)			1,650				(40,437	)
Benefit from (provision for) income taxes			282				(282	)			—				—				—
Net (loss) income from continuing operations		$	(72,206	)		$	30,119				(42,087	)		$	1,650			$	(40,437	)
Net loss from continuing operations per share
Basic and diluted		$	(2.12	)														$	(1.19	)
Weighted average common shares outstanding
Basic and diluted			34,076,321																34,076,321

 

See accompanying notes to unaudited pro forma condensed financial information.

 

 

908 Devices Inc.

Unaudited Pro Forma Condensed Consolidated Statement of Operations

For the year Ended December 31, 2023

(in thousands, except share and per share data)

 

		Historical				Discontinued				Pro Forma
		908 Devices Inc.				Operation (D)				Combined
Revenue:
Product revenue		$	40,214			$	(9,737	)		$	30,477
Service and contract revenue			10,015				(2,252	)			7,763
Total revenue			50,229				(11,989	)			38,240
Cost of revenue:
Product cost of revenue			18,428				(6,415	)			12,013
Service and contract cost of revenue			6,479				(888	)			5,591
Total cost of revenue			24,907				(7,303	)			17,604
Gross profit			25,322				(4,686	)			20,636
Operating expenses:
Research and development			21,904				(7,658	)			14,246
Selling, general and administrative			46,176				(13,238	)			32,938
Total operating expenses			68,080				(20,896	)			47,184
Loss from operations			(42,758	)			16,210				(26,548	)
Other income, net
Interest income			6,480				(7	)			6,473
Interest expense			(201	)			—				(201	)
Other expense, net			(131	)			(322	)			(453	)
Total other income, net			6,148				(329	)			5,819
(Loss) income from operations before income taxes			(36,610	)			15,881				(20,729	)
Benefit from (provision for) income taxes			211				(211	)			—
Net (loss) income from continuing operations		$	(36,399	)		$	15,670			$	(20,729	)
Net loss from continuing operations per share
Basic and diluted		$	(1.13	)						$	(0.64	)
Weighted average common shares outstanding
Basic and diluted			32,239,394								32,239,394

 

See accompanying notes to unaudited pro forma condensed financial information.

 

 

908 Devices Inc.

Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements

 

1. Basis of Presentation

 

The following unaudited pro forma condensed financial information has been prepared in accordance with Article 11 of Regulation S-X, Pro Forma Financial Information, as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses” (“Article 11”).

 

The accompanying unaudited pro forma condensed consolidated balance sheet as of December 31, 2024 is presented as if the Transaction had occurred as of December 31, 2024. The unaudited pro forma condensed consolidated statements of operations for the years ended December 31, 2024 and 2023 reflect the Company’s results as if the Transaction had occurred as of January 1, 2024. As the sale of the Desktop Business qualifies as a discontinued operation per ASC 205, Presentation of Financial Statements-Discontinued Operations (“ASC 205”), the unaudited pro forma condensed consolidated statements of operations for the years ended December 31, 2024 and 2023 reflect the effects of the disposition of the Desktop Business as a discontinued operation.

 

The unaudited pro forma condensed consolidated balance sheet includes the sale of the assets and liabilities of the Desktop Business pursuant to the Purchase Agreement presented and adjustments required to reflect the estimated cash proceeds received and gain realized in connection with the Transaction, net of transaction costs. The unaudited pro forma condensed consolidated statements of operations for the years ended December 31, 2024 and 2023 reflect the effects of disposition of Desktop Business as a discontinued operation. Pro forma adjustments have not been made related to the Supply Agreement as the sales under this agreement deemed to be immaterial.

 

The unaudited pro forma combined financial information and the accompanying notes should be read in conjunction with the audited consolidated historical financial statements of the Company for the years ended December 31, 2024 and December 31, 2023 contained in the Company’s Annual Report on Form 10-K filed for the year ended December 31, 2024 filed with the SEC on March 7, 2025.

 

The gain reflected in the unaudited pro forma condensed consolidated balance sheet is based on the Company's effective tax rate of 0% and assumes the Company's net operating losses will be utilized. However, utilization of the loss carryforwards may be subject to a substantial annual limitation due to ownership change limitations that may have occurred as required under Internal Revenue Code Section 382 as well as similar state and foreign provisions. Accordingly, these ownership changes may limit the amount of loss carryforwards that can be utilized to offset the taxable gain and the actual gain on sale may be less.

 

The estimated gain on the sale of the Desktop Business is based on the historical condensed consolidated financial statements as of December 31, 2024 and has been calculated as follows (in thousands):

 

Upfront payment, net of $4.0 million of transaction costs		$	66,009
Release of cumulative translation adjustment under 908 Devices GmbH			1,146
		$	67,155
Cash		$	678
Accounts receivable			3,604
Inventory			5,287
Prepaid expenses and other current assets			471
Property and equipment, net			1,826
Operating lease right-of-use assets			3,068
Intangible assets, net of related deferred tax liabilities			4,552
Other non-current assets			318
Accounts payable			(142	)
Accrued expenses and other current liabilities			(2,404	)
Deferred revenue			(2,271	)
Operating lease liabilities			(2,534	)
Net assets transferred		$	12,453
Estimated gain on sale		$	54,702

 

The net assets transferred were based on a preliminary estimate of the assets acquired and liabilities assumed by Repligen. The accounting is subject to revision as more detailed analyses are completed and additional information about the carrying values of assets acquired and liabilities assumed becomes available.

 

 

The historical consolidated financial statements have been adjusted to give effect to pro forma events based on information available to management during the preparation of the pro forma financial information and assumptions that management believes are reasonable and supportable. The following unaudited pro forma condensed financial statements are provided for illustrative purposes only. They do not purport to represent what the actual results of operations or the financial position would have been had the Transaction occurred on the dates indicated, or on any other date, nor are they necessarily indicative of the Company’s future results of operations or the financial position after the Transaction.

 

2. Notes to Pro Forma Adjustments

 

The unaudited pro forma condensed consolidated statements balance sheet and operations reflect the effect of the following adjustments:

 

A.

Reflects the discontinued operations of the Desktop Business, including associated assets, liabilities, and equity in accordance with ASC 205-20, Presentation of Financial Statements – Discontinued Operations as currently estimated. The balance in accumulated deficit reflects the estimated gain on sale of the Desktop Business. The estimated gain on sale of the Desktop Business is not reflected in the unaudited pro forma condensed consolidated statements of operations as the impact is included in discontinued operations. The accounting for the gain on the sale of the Desktop Business and adjustments related to the Transaction have not yet been finalized.

 

B.

Represents the release of the cumulative translation adjustments due to the substantial liquidation of a foreign entity.

 

C.

Reflects a bonus paid to remaining employees of the Company as a result of completing the Transaction.

 

D.

Reflects the reclassification of the operating results of the Desktop Business included in the Company’s historical condensed consolidated financial statements to discontinued operations. These reclassifications include direct operating expenses incurred by the discontinued operation that are directly identifiable as revenues and costs of the Desktop Business being disposed of that the Company will not continue to recognize on an ongoing basis. Indirect expenses, such as allocated corporate overhead costs were excluded as they do not meet the requirements to be presented in discontinued operations.

 

E.

Reflects the estimated effect of the Transition Services Agreement entered into at the Closing Date. The adjustments reflect the estimate of other income and various transition services.

 

 

v3.25.0.1

Cover	Mar. 04, 2025
Cover [Abstract]
Document Type	8-K/A
Amendment Flag	false
Document Period End Date	Mar. 04, 2025
Entity File Number	001-39815
Entity Registrant Name	908 Devices Inc.
Entity Central Index Key	0001555279
Entity Tax Identification Number	45-4524096
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	645 Summer Street
Entity Address, City or Town	Boston
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02210
City Area Code	857
Local Phone Number	254-1500
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	MASS
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false

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