MaxCyte, Inc. (Nasdaq ticker: MXCT) announced on Tuesday that it has signed a final agreement with a related party of Arcline Investment Management to acquire Akron BioProducts LLC (referred to as Akron or Akron Bio) for a total consideration of $151.8 million. The transaction is expected to be completed by the end of 2026 and still requires meeting customary closing conditions.

Headquartered in Boca Raton, Florida, Akron is a leading supplier of GMP grade reagents and auxiliary materials. Its products cover the entire cell therapy manufacturing process, including key steps before and after cell engineering, as well as processes such as electroporation, amplification, and cryopreservation. Over the past two decades, Akron has developed a range of auxiliary materials for cell therapy manufacturing and was among the first to create Closed System Solutions ( CSS)®, which simplifies the production process while providing regulatory support required for global clinical and commercial projects. Similar to MaxCyte, Akron's products are integrated into customers' validated manufacturing processes and regulatory submissions, and are supported by the Drug Master File ( DMF). These DMF are referenced in IND and BLA, thereby strengthening long-term customer relationships.

MaxCyte CEO Maher Masoud stated: "The acquisition of Akron marks a thrilling new chapter for MaxCyte. This acquisition is an important step forward for us as it will expand our presence in the development and manufacturing of viral and non-viral cell therapies. It is also expected to nearly double our revenue base and accelerate our path to profitability. From day one, Akron has provided us with an existing portfolio of clinical and commercial projects, supported by Akron's DMF and reagents. By combining two highly complementary businesses, we are diversifying our revenue sources, increasing the proportion of recurring revenue, and expanding our exposure to the growth of commercialized cell therapies, enabling MaxCyte to have more sustainable medium- to long-term growth potential. Like MaxCyte, Akron has become a trusted supplier to leading biopharmaceutical companies by offering differentiated, high-quality products and first-class services. Akron is a market leader in key consumables required for cell therapy manufacturing, including cytokines, growth factors, human plasma-derived products, and media. We are delighted to collaborate with the talented team at Akron to integrate the two companies, in order to deepen customer relationships and better support cell therapy developers in their journey from research and development to commercialization."

Strategic and financial rationale for the transaction

• Increase recurring consumables revenue and exposure in the commercial phase: The merger will increase MaxCyte's exposure to recurring revenue related to commercial production and deepen relationships with some large biopharmaceutical companies.
• Expanding the role of MaxCyte in the cell therapy manufacturing process and expanding regulatory coverage: MaxCyte has primarily focused on non-viral cell engineering in the past, but with the products of Akron, the company will enter the viral in vitro cell therapy market. Akron's products are used for a variety of cell engineering methods and cover key steps before and after cell engineering, including electroporation. The combined business will incorporate the processes of five approved therapies and support over 100 clinical projects, and the respective DMF of both companies will also be included in customers' regulatory filings.
• Creating cross-selling opportunities and revenue synergy: The customer overlap between MaxCyte and Akron is limited, but their touchpoints and target markets are similar. This allows MaxCyte to leverage the existing business infrastructure to sell Akron products, thereby driving revenue synergy.
• Accelerating the path to profitability for MaxCyte: The positive EBITDA and positive cash flow of Akron are expected to reduce the annual cash consumption of the merged company to less than $10 million in 2027. The company expects to hold approximately $40 million to $45 million in cash at the time of delivery, which will enable MaxCyte to achieve profitability without fully utilizing its credit limit.

Akron Chief Operating Officer Ezequiel Zylberberg stated: "We are very pleased with the opportunity to bring together these two world-class organizations to leverage our respective experiences and expertise in order to support our partners in bringing life-changing therapies to patients around the globe. At Akron, we have always believed that trust with our partners is earned through consistent, uncompromising quality and a deep commitment to patients. As part of MaxCyte, we will continue to be dedicated to providing the quality, reliability, and innovation that our partners have come to expect."

Akron is expected to continue operating under its current brand, and its management team and employees will play an important role in the merged company.

Arcline indicates that the success of Akron Bio reflects the dedication of its team. We believe that MaxCyte is the best partner to drive its continued growth and expand its impact on patients. We agree to accept MaxCyte shares as part of the consideration, which reflects our confidence in the long-term value of the merged company and also enables us to participate in its future success.

Transaction Terms

According to the terms of the agreement, MaxCyte will acquire Akron for a total consideration of $151.8 million. Upon completion of the transaction, MaxCyte will pay $105 million in cash (subject to customary adjustments), and will issue 20,639,733 shares of MaxCyte common stock, valued at approximately $26.8 million based on the closing price on November 9, 2026. In addition, MaxCyte will also make a total of $20 million in guaranteed deferred payments, divided into two installments of $10 million each, to be paid on the first working days of January 2028 and January 2029, respectively.

MaxCyte will use cash on hand and newly issued MaxCyte common shares to fund this transaction. This transaction does not depend on financing conditions or shareholder approval.

Parallel Financing

In addition, MaxCyte has signed a new credit arrangement with MidCap Financial, with a maximum limit of up to 75 million US dollars, which includes a fixed loan of 55 million US dollars and a revolving credit line of 20 million US dollars. At the time of settlement, MaxCyte is expected to draw down 20 million US dollars from the fixed loan and 2 million US dollars from the revolving credit line. The company expects that these initial withdrawals, combined with the cash on hand and the remaining available credit limit under this arrangement, will be sufficient to fund the operations of the merged company until profitability is achieved.

Consultant

Stifel serves as the exclusive financial advisor and financing agent for MaxCyte, while Sidley Austin LLP acts as its legal counsel. Jefferies LLC acts as the exclusive financial advisor for Arcline. Bass, Berry & Sims PLC, as well as Fredrikson & Byron, P.A serve as their legal counsel.

About MaxCyte

MaxCyte indicates that the company is committed to "jointly building a better future with cells." As a leading cell engineering company, it is driving the discovery, development, and commercialization of next-generation cell therapies. Its Flow Electroporation ® technology and SeQure ™ gene editing risk assessment services support high-performance cell engineering and rigorous evaluation of editing results, helping to enhance confidence in treatment development. With expert-level scientific, technical, and regulatory guidance, this platform enables researchers to engineer various cell types and payloads, accelerating the development of safe and effective human treatments. The company claims that it has been advancing cell engineering for the past 25 years and has been shaping the future of medicine.

About Akron Bio

Akron Bio is a leading provider of key materials and manufacturing services required for the development and commercialization of cell and gene therapies. Through its cytokines, growth factors, human plasma-derived products, special media, and comprehensive manufacturing services for complex and specialized reagents, Akron helps therapy developers to advance promising discoveries into scalable and commercially viable treatments. From early development to commercialization, Akron provides partners with the quality, regulatory support, supply reliability, and manufacturing expertise needed to ultimately serve patients with significant unmet needs.

About Arcline Investment Management

Arcline Investment Management is a private equity investment firm that manages assets exceeding $30 billion. The company is committed to building the next generation of industrial compound growth platforms – that is, market-leading, critical industrial platforms that can achieve continuous compound growth over several decades.

About MidCap Financial

MidCap Financial is a professional financial institution focused on the mid-sized market, providing preferred debt solutions for companies in various industries. As of September 30, 2026, MidCap Financial provided administrative or other services for commitments amounting to approximately $68 billion. MidCap Financial is managed by Apollo Capital Management and L.P; the latter is a subsidiary of Apollo Global Management and Inc, and operates in accordance with investment management agreements. As of September 30, 2026, Apollo managed assets of about $1.07 trillion.

This press release contains the estimated EBITDA of Akron, which is a non-GAAP indicator defined as earnings before interest, taxes, depreciation, and amortization (EBITDA). MaxCyte believes that EBITDA can provide useful information for management and investors when assessing the operational performance and expected contributions of Akron's business. The company's management uses this non-GAAP indicator when evaluating transactions and conducting budgeting and planning. MaxCyte believes that using EBITDA can provide investors with an additional tool to assess ongoing results and trends, as well as to compare with other companies, since many companies also provide investors with similar non-GAAP indicators; at the same time, this also helps to increase the transparency of the key indicators used by management in financial and operational decisions.

Management will not consider these non-GAAP financial indicators separately, nor will they be regarded as a substitute for the GAAP financial indicators. The main limitation of such non-GAAP indicators is that they exclude several important revenues and expenses that are required to be recorded in the company's financial statements according to GAAP. To compensate for these limitations, management will present these non-GAAP indicators together with the GAAP results. Non-GAAP indicators should be used as a supplement to the GAAP results, and should not be considered as a substitute or superior to the GAAP results.

This press release contains “forward-looking statements” as defined by the “Safe Harbor” provisions of the Private Securities Litigation Reform Act of 1995. These statements regarding the company and its industry involve a number of known and unknown risks, uncertainties, and assumptions, including those discussed under the “Risk Factors” heading and in other sections of the company’s 10-K report. These factors could cause actual results, performance, or achievements to differ significantly from those expressed or implied in the forward-looking statements. Except for historical facts stated in this press release, all statements regarding future operating results or financial conditions, business strategies and plans, customer expectations, and management’s future operational objectives are forward-looking statements. Forward-looking statements include, but are not limited to, statements regarding possible or future operating results or financial conditions. In some cases, you can identify forward-looking statements by the use of words such as “may”, “might”, “will”, “could”, “would”, “should”, “expect”, “plan”, “anticipate”, “intend”, “believe”, “estimate”, “seek”, “predict”, “future”, “project”, “potential”, “continue”, “contemplate”, “target”, and their negative forms or similar expressions. These statements are inherently uncertain, and investors should not rely on them excessively.Forward-looking statements in the press release include, but are not limited to: the company's annual revenue and cash guidance for 2026, the proposed acquisition of Akron Bio, the benefits of acquiring Akron Bio, including revenue base assumptions; expectations for the company's future growth and the success of its business model; the size and growth potential of the company's product markets, as well as the ability to serve these markets, expand market share, and maintain a leading position in the industry; the ability to expand the customer base and sign more SPL partnerships; expectations related to customer-facing activities (including the progress of SPL partner clinical projects, including the initiation of III phase trials); the timing and amount of any share repurchases under the share repurchase plan; the company's financial performance and capital needs; the adequacy of cash resources and the availability of financing at commercially reasonable terms; the company's expectations regarding general market and economic conditions that may affect the confidence of investors in the biopharmaceutical industry and their willingness to provide capital to existing and potential partners; and the company's use of available capital resources.

Risks and uncertainties related to the proposed acquisition of Akron Bio include, but are not limited to: the possibility that various conditions for completing the proposed transaction may not be met or exempted; shareholder litigation related to the transaction may result in significant defense, compensation, and liability costs; the acquisition may not be completed on time as expected, or may not be completed at all; the acquisition cost is high, which may reduce the company's cash resources and increase fixed obligations, including a $20 million secured deferred payment; dilution to existing shareholders due to the issuance of common stock; the company's ability to integrate Akron Bio and achieve expected earnings; as well as risks associated with new debt under the credit arrangement, including debt repayment obligations. The aforementioned and other risks and uncertainties are described in more detail in the "Risk Factors" section of the company's annual 10-K report for the period ending December 31, 2025, and in other documents submitted from time to time to the U.S. Securities and Exchange Commission. These documents can be accessed through the "SEC Filings" section under Investor Menu and Financials on the company's website's investor page, at the address http :// investors.maxcyte.com. Any forward-looking statements in this document are based on the company's current beliefs and opinions regarding relevant matters as of the date of this press release, and should not be regarded by readers as predictions of future events. Except as required by law, the company assumes no obligation to update any forward-looking statements to reflect events or circumstances that occur after the release of this press release, or to reflect the occurrence of new information or unexpected events.

MaxCyte Contact Information:

Investor Relations Contact Person

Media Contact

Akron Contact Person