REG - MaxCyte, Inc. MaxCyte, Inc. - MXCR - MaxCyte® Acquires SeQure Dx

MaxCyteAnnouncement

30/01/2025 07:00

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RNS Number : 1990V  MaxCyte, Inc.  30 January 2025

MaxCyte® Acquires SeQure Dx to Broaden Cell Engineering Offerings with
On-target and Off-target Editing Assessments

 

ROCKVILLE, MD - January 30, 2025 - MaxCyte, Inc., (Nasdaq: MXCT; LSE: MXCT), a
leading, cell-engineering focused company providing solutions to advance the
discovery, development and commercialization of next-generation cell
therapeutics announced today the acquisition of SeQure Dx, a market leader of
on-target and off-target editing assessment services for cell and gene
therapies.

This strategic acquisition strengthens MaxCyte's ability to serve ex vivo and
in vivo cell and gene therapy (CGT) developers with an innovative suite of
tools and services spanning early R&D through clinical development and
commercialization. By integrating SeQure Dx into MaxCyte, Maxcyte will expand
its service offerings and leverage its commercial and field application
scientist teams to work with developers earlier in their research processes.
SeQure Dx is revenue generating and expected to be accretive to MaxCyte's
revenue growth.

As the cell and gene therapy field continues to evolve, safety is increasingly
paramount for regulatory success. SeQure Dx specializes in assays that deliver
precise editing confirmation and risk assessment for off-target effects,
applicable across a wide range of viral and non-viral gene editing modalities.
This expertise positions MaxCyte to support both ex vivo and in vivo cell and
gene therapy developers in the process development stage through
standardization of the cell engineering workflow.

"This acquisition underscores MaxCyte's commitment to providing CGT developers
with cutting-edge tools to address complex cell engineering challenges," said
Maher Masoud, CEO of MaxCyte. "Integrating SeQure Dx into MaxCyte's portfolio
will allow us to leverage our scientific support and complementary offerings
to drive advancements in the safety and precision of cell therapies. At
MaxCyte, we see tremendous opportunity to transform cell and gene engineering
with world-class tools and solutions and will continue to make organic and
inorganic growth investments to position the Company as an end-to-end cell and
gene engineering solutions provider."

SeQure Dx, headquartered in Waltham, Massachusetts, was co-founded by Dr.
Keith Joung, who at the time was chair in pathology at Massachusetts General
Hospital (MGH) and professor at Harvard Medical School. The company emerged
from stealth mode in late 2022 with the only comprehensive portfolio of
evaluation assays for off-target risk validation and candidate optimization in
the development of cell and gene therapies.  Following the acquisition,
SeQure Dx will continue to drive innovation in assay development for cell and
gene therapy safety assessment.

"I am thrilled that SeQure Dx is joining forces with MaxCyte," said Keith
Joung, Co-Founder of SeQure Dx. "Defining and reducing potential off-target
effects is an essential component for the advancement of safe and effective
gene editing, from program discovery to eventual patient treatment. The shared
vision of these two companies will enable them to provide the CGT community
with access to SeQure Dx's comprehensive, state-of-the-art assays and data
solutions.

Additional Transaction Details

The following information is being provided in accordance with the disclosure
requirements of the AIM rules. Under the terms of the agreement, Maxcyte paid
a total initial consideration of $4.5 million at closing in cash for the
entire issued share capital of SeQure DX on a cash free, debt free
basis using Maxcyte's existing cash resources. An additional amount, that
will not exceed $2.5 million, may be paid in contingent consideration if the
company exceeds certain revenue targets. In 2024 (based on available
unaudited results from January 1 through November 30), SeQure DX incurred
revenue of approximately $1.7 million and a loss of approximately $6.5 million
and has net assets of $0.7 million as of closing.

MaxCyte notes that SeQure transitioned their primary business activities from
an assay development and licensing organization to a contract service provider
in March of 2024. As a result, MaxCyte expects SeQure's revenue and losses to
substantially improve with a full year of service revenue activity, capture of
cost synergies, integration into MaxCyte's commercial infrastructure and other
improvements to operational efficiencies.

About MaxCyte

At MaxCyte, we pursue cell engineering excellence to maximize the potential of
cells to improve patients' lives. We have spent more than 25 years honing our
expertise by building best-in-class platforms, perfecting the art of the
transfection workflow, and venturing beyond today's processes to innovate
tomorrow's solutions. Our ExPERT™ platform, which is based on our Flow
Electroporation® technology, has been designed to support the rapidly
expanding cell therapy market and can be utilized across the continuum of the
high-growth cell therapy sector, from discovery and development through
commercialization of next-generation, cell-based medicines. The ExPERT family
of products includes: four instruments, the ATx™, STx™, GTx™ and VLx
™; a portfolio of proprietary related processing assemblies or disposables;
and software protocols, all supported by a robust worldwide intellectual
property portfolio. By providing our partners with the right technology
platform, as well as scientific, technical and regulatory support, we aim to
guide them on their journey to transform human health. Learn more
at maxcyte.com
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About SeQure Dx

SeQure Dx is a leader in gene editing safety analytics, dedicated to advancing
cell and gene therapies from discovery to patient. With a robust portfolio of
assays, including the innovative ONE-seq and GUIDE-seq platforms, SeQure Dx
provides comprehensive off-target risk assessment solutions for gene editing,
spanning from early discovery through IND submission. By addressing critical
safety and efficacy challenges, SeQure Dx empowers its partners to develop
safe, transformative therapies. Our mission is to ensure these life-changing
technologies reach all patients who can benefit. For more information, please
visit https://maxcyte.com/sequre-dx
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.

MaxCyte Contacts:

US IR Adviser

Gilmartin Group

David Deuchler, CFA

+1 415-937-5400

ir@maxcyte.com
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US Media Relations

Spectrum Science

Jordan Vines

+1 540-629-3137

jvines@spectrumscience.com
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Nominated Adviser and Joint Corporate Broker

Panmure Liberum

Emma Earl / Freddy Crossley

Corporate Broking

Rupert Dearden

+44 (0)20 7886 2500

UK IR Adviser

ICR Healthcare

Mary-Jane Elliott

Chris Welsh

+44 (0)203 709 5700

maxcyte@icrhealthcare.com
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Forward-Looking Statements

This press release contains "forward-looking statements" within the meaning of
the "safe harbor" provisions of the Private Securities Litigation Reform Act
of 1995. These statements include, but are not limited to, our expectations
regarding our integration of the SeQure Dx business and employees with our
business.  All statements other than statements of historical facts contained
in this press release, including statements regarding our future results of
operations or financial condition, business strategy and plans and objectives
of management for future operations, are forward-looking statements. These
statements are inherently uncertain, and investors are cautioned not to unduly
rely on these statements.

Risks and uncertainties related to our business are described in greater
detail in Item 1A of our Annual Report on Form 10-K for the year ended
December 31, 2023, filed with the Securities and Exchange Commission ("SEC")
on March 12, 2024, as well as in discussions of potential risks,
uncertainties, and other important factors in the other filings that we make
with the Securities and Exchange Commission from time to time, including in
our Form 10-Q for the quarter ended September 30, 2024, filed with the SEC on
November 6, 2024. These documents are available through the Investor Menu,
Financials section, under "SEC Filings" on the Investors page of our website
at http://investors.maxcyte.com
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. Any forward-looking statements in this press release are based on our
current beliefs and opinions on the relevant subject based on information
available to us as of the date of such press release, and you should not rely
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