0001380106false00013801062024-08-022024-08-020001380106dei:FormerAddressMember2024-08-022024-08-02

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): August 2, 2024
RAPID MICRO BIOSYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware001-4059220-8121647
(State or other jurisdiction
of incorporation or organization)		(Commission
File Number)		(I.R.S. Employer
Identification No.)
 25 Hartwell Avenue, Lexington, MA
02421
(Address of principal executive offices)
(Zip Code)
978-349-3200
(Registrant’s telephone number, including area code)

1001 Pawtucket Boulevard West, Suite 280, Lowell, MA 01854
(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:
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-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 classTrading
Symbols		Name of each exchange on which
registered
Class A Common Stock, $0.01 par value per shareRPIDThe Nasdaq Global Select 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 þ
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. o




Item 2.02    Results of Operations and Financial Condition.

On August 2, 2024, Rapid Micro Biosystems, Inc. (the “Company”) issued a press release announcing its unaudited financial results for its second quarter ended June 30, 2024. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference in its entirety.

The information furnished under this Item 2.02, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as otherwise expressly stated in such filing.


Item 3.01    Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As previously disclosed, on February 2, 2024, the Company received a notification letter from the Nasdaq Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the bid price for its Class A common stock, par value $0.01 per share (the “common stock”), had closed below $1.00 per share for the preceding thirty (30) consecutive business days (December 18, 2023 through February 1, 2024) and that, as a result, the Company was not in compliance with the minimum bid price requirement for continued inclusion on the Nasdaq Global Select Market under Nasdaq Listing Rule 5450(a)(2) (the “Bid Price Requirement”). To regain compliance, the closing bid price of the Company's common stock must be at least $1.00 or higher for a minimum of ten consecutive business days, though Nasdaq has the discretion to extend the ten business day period to up to twenty (20) consecutive business days.
The initial period during which the Company was required to regain compliance with the Bid Price Requirement expired on July 31, 2024. Because the Company did not regain compliance with the requirement during the initial period, the Company will transfer the listing of its common stock to the Nasdaq Capital Market, effective at the opening of business on August 5, 2024, in order to secure an additional 180 calendar day compliance period ending on January 27, 2025 (the “Second Compliance Period”). As a condition of securing the Second Compliance Period, the Company informed Nasdaq that it intends to regain compliance with the Bid Price Requirement during the Second Compliance Period, which may include the implementation of a reverse stock split if necessary. The Company intends to monitor the closing bid price of its common stock and take reasonable measures to regain compliance with the Bid Price Requirement. However, there can be no assurance that the Company will be able to regain compliance with the Bid Price Requirement even during the Second Compliance Period, nor can there be any assurance that the Company will receive the necessary approvals from its stockholders to effect a reverse stock split. If the Company does not cure the deficiency during the Second Compliance Period and regain compliance with the Bid Price Requirement by January 27, 2025, Nasdaq will provide written notice that the Company's common stock will be subject to delisting. In the event of such notification, the Company may appeal Nasdaq’s delisting determination. However, there can be no assurance that, if the Company receives a delisting notice and appeals the delisting determination by Nasdaq, such appeal would be successful. As a result, there can be no assurance that the Company will be able to continue the listing of its common stock on the Nasdaq Capital Market.

Item 9.01    Financial Statements and Exhibits.
(d)Exhibits.

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form 8-K includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements contained in this Current Report on Form 8-K that do not relate to matters of historical fact should be considered forward-looking statements, including, but not limited to, statements regarding the Company’s guidance for full year 2024 revenue, system placements and gross margins; the Company's operational efficiency program, including the expected costs, timing, savings and other intended benefits thereof; the Company's expectations for achieving positive cash flow by the end of 2027 without additional financing; the Company’s ability to drive substantial shareholder value; the Company's financial


position and cash runway; expected placements of Growth Direct systems, the anticipated timing of such placements and the impact on the Company’s revenue; and intentions regarding the Company’s commercial execution and improvements to gross margins.

In some cases, you can identify forward-looking statements by terminology such as “outlook,” “aim,” “anticipate,” “assume,” “believe,” “contemplate,” “continue,” “could,” “due,” “estimate,” “expect,” “goal,” “intend,” “may,” “objective,” “plan,” “predict,” “potential,” “positioned,” “seek,” “should,” “target,” “will,” “would” and other similar expressions that are predictions of or indicate future events and future trends, or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. Forward-looking statements involve known and unknown risks, uncertainties and assumptions which may cause actual results to differ materially from any results expressed or implied by any forward-looking statement, including, but not limited to, the Company’s ability to implement and realize the intended benefits of its operational efficiency program; the Company's ability to achieve positive cash flow without requiring additional financing; the impact of the operation efficiency programs on the Company's ability to achieve its business objectives; the Company's significant losses since inception; the Company’s ability to meet its publicly announced guidance and other expectations about its business and operations; the Company’s limited experience in marketing and sales and the effectiveness of its sales processes; the Company’s need to develop new products and adapt to technological changes; the Company’s ability to establish and maintain its position as a leading provider of automated microbial quality control testing; the Company’s ability to maintain its manufacturing facility; the Company's ability to improve the gross margins of its products and services; risks related to third-parties; the Company’s ability to retain key management and other employees; risks related to regulatory and intellectual property matters; risks related to supply chain disruptions and the impact of inflation; the impact of macroeconomic volatility; and the other important factors outlined under the caption “Risk Factors” in the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (“SEC”), as such factors may be updated from time to time in its other filings with the SEC, which are available on the SEC's website at www.sec.gov and the Investor Relations page of its website at investors.rapidmicrobio.com. Although the Company believes that the expectations reflected in its forward-looking statements are reasonable, it cannot guarantee future results. The Company has no obligation, and does not undertake any obligation, to update or revise any forward-looking statement made in this Current Report on Form 8-K to reflect changes since the date of this Current Report on Form 8-K, except as may be required by law.


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.
RAPID MICRO BIOSYSTEMS, INC.
Date: August 2, 2024By:/s/ Sean Wirtjes
Sean Wirtjes
Chief Financial Officer



Exhibit 99.1
Rapid Micro Biosystems Reports Second Quarter 2024 Financial Results
•Record second quarter 2024 revenue of $6.6 million, representing growth of 32% compared to the second quarter of 2023
•150th Growth Direct® system placed with an existing top 15 global pharma customer
•First Growth Direct Rapid Sterility system placed with an existing top 10 global pharma customer
•Gross margin improved by 35 percentage points compared to the second quarter of 2023, and by 24 percentage points compared to the first quarter of 2024
•Announces operational efficiency program that is expected to enable the Company to achieve positive cash flow without additional financing
•Reaffirms full year 2024 total revenue guidance of at least $27.0 million, representing growth of at least 20% compared to full year 2023

Lexington, MA, August 2, 2024 (GLOBE NEWSWIRE) -- Rapid Micro Biosystems, Inc. (Nasdaq: RPID) (the “Company”), an innovative life sciences technology company providing mission critical automation solutions to facilitate the efficient manufacturing and fast, safe release of healthcare products, today announced its financial results for the second quarter ended June 30, 2024.
"Through the first half of 2024, we have been executing well and advancing our strategic priorities of accelerating Growth Direct® system placements, meaningfully improving gross margins and commercializing Growth Direct Rapid Sterility,” said Robert Spignesi, President and CEO. “This morning, we announced an operational efficiency program that is expected to enable the Company to achieve positive cash flow without additional financing. We believe the combination of our demonstrated consistent business performance, coupled with disciplined cash management, will allow us to drive substantial shareholder value.”
Second Quarter Financial Results
Total revenue for the second quarter of 2024 increased 32.3% to $6.6 million compared to $5.0 million in the second quarter of 2023. The Company placed five new Growth Direct® systems and completed the validation of five customer systems compared to two placements and three validations in the second quarter of 2023. Product revenue increased by 43.2% to $4.5 million, compared to $3.2 million in the second quarter of 2023. Service revenue increased by 13.5% to $2.1 million, compared to $1.8 million in the second quarter of 2023. Recurring revenue increased by 7.0% to $3.8 million, compared to $3.6 million in the second quarter of 2023.
Total cost of revenue was $6.8 million in the second quarter of 2024, compared to $6.9 million in the second quarter of 2023.
Total operating expenses were $13.2 million in the second quarter of 2024, essentially flat compared to the prior year. General and administrative expenses decreased by 13.5% compared to the second quarter of 2023. Research and development and sales and marketing expenses increased by 15.8% and 13.3%, respectively, in the second quarter of 2024 compared to the second quarter of 2023.



Net loss for the second quarter of 2024 was $12.6 million, compared to $14.0 million in the second quarter of 2023. Net loss per share for the second quarter of 2024 was $0.29, compared to $0.33 in the second quarter of 2023.
Cash, cash equivalents and investments were approximately $70 million, and the Company had no debt outstanding as of June 30, 2024.

Operational Efficiency Program

In July 2024, the Company completed an enterprise-wide review of opportunities to realize operational efficiencies. Based on the results of this review, the Company is implementing certain cost actions including a reduction in the Company’s current workforce, the closure of open and planned positions, and reductions in other non-headcount-related expenses across the business. These actions are expected to result in approximately $7 million in annual cash savings and enable the Company to achieve positive cash flow by the end of 2027 without additional financing.

The Company does not expect these actions to impact its 2024 revenue or gross margin outlook and plans to continue to invest in key initiatives that are expected to drive future revenue growth and gross margin improvement, including product development and cost reduction programs.

The Company expects to record a related charge of approximately $0.7 million in the third quarter of 2024.
2024 Outlook
The Company is reaffirming its full year 2024 total revenue guidance of at least $27.0 million, representing growth of at least 20% compared to full year 2023, and the placement of at least 20 systems. The Company continues to expect gross margin to be positive for the third and fourth quarters of 2024.
Webcast Details
The Company will host a conference call before the market opens today, August 2, 2024, at 8:30 a.m. ET to discuss its second quarter 2024 financial results. The live call is accessible on the Company’s website at investors.rapidmicrobio.com and will be archived and available for replay for one year.
About Rapid Micro Biosystems
Rapid Micro Biosystems is an innovative life sciences technology company providing mission critical automation solutions to facilitate the efficient manufacturing and fast, safe release of healthcare products such as biologics, vaccines, cell and gene therapies, and sterile injectables. The Company’s flagship Growth Direct system automates and modernizes the antiquated, manual microbial quality control (“MQC”) testing workflows used in the largest and most complex pharmaceutical manufacturing operations across the globe. The Growth Direct system brings the quality control lab to the manufacturing floor, unlocking the power of MQC automation to deliver the faster results, greater accuracy, increased operational efficiency, better compliance with data integrity regulations, and quicker decision making that customers rely on to ensure safe and consistent supply of important healthcare products. The Company is headquartered Lexington, Massachusetts and has U.S. manufacturing in Lowell, Massachusetts, with global locations in Switzerland, Germany, and the Netherlands. For more information, please visit www.rapidmicrobio.com or follow the Company on X (formerly known as Twitter) at @rapidmicrobio or on LinkedIn.
Forward-Looking Statements
This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including, but not limited to, statements regarding the Company’s guidance for full year 2024 revenue; the Company's operational efficiency program, including the expected costs, timing, savings and other intended benefits thereof; the Company's expectations for achieving positive cash flow by the end of 2027 without additional financing; the Company's financial position and cash runway; the Company's ability to drive substantial shareholder value; expected placements of Growth Direct systems, the anticipated timing of such placements and the impact on the Company’s revenue; and intentions regarding the Company’s commercial execution and improvements to gross margins.
In some cases, you can identify forward-looking statements by terminology such as “outlook,” “aim,” “anticipate,” “assume,” “believe,” “contemplate,” “continue,” “could,” “due,” “estimate,” “expect,” “goal,” “intend,” “may,” “objective,” “plan,” “predict,” “potential,” “positioned,” “seek,” “should,” “target,” “will,” “would” and other similar


expressions that are predictions of or indicate future events and future trends, or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. Forward-looking statements involve known and unknown risks, uncertainties and assumptions which may cause actual results to differ materially from any results expressed or implied by any forward-looking statement, including, but not limited to, the Company’s ability to implement and realize the intended benefits of its operational efficiency program; the Company's ability to achieve positive cash flow without requiring additional financing; the impact of the operational efficiency program on the Company's ability to achieve its business objectives; the Company's significant losses since inception; the Company’s ability to meet its publicly announced guidance and other expectations about its business and operations; the Company’s limited experience in marketing and sales and the effectiveness of its sales processes; the Company’s need to develop new products and adapt to technological changes; the Company’s ability to establish and maintain its position as a leading provider of automated microbial quality control testing; the Company’s ability to maintain its manufacturing facility; the Company's ability to improve the gross margins of its products and services; risks related to third-parties; the Company’s ability to retain key management and other employees; risks related to regulatory and intellectual property matters; risks related to supply chain disruptions and the impact of inflation; the impact of macroeconomic volatility; and the other important factors outlined under the caption “Risk Factors” in the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (“SEC”), as such factors may be updated from time to time in its other filings with the SEC, which are available on the SEC's website at www.sec.gov and the Investor Relations page of its website at investors.rapidmicrobio.com. Although the Company believes that the expectations reflected in its forward-looking statements are reasonable, it cannot guarantee future results. The Company has no obligation, and does not undertake any obligation, to update or revise any forward-looking statement made in this press release to reflect changes since the date of this press release, except as may be required by law.
Investor Contact
Michael Beaulieu, CFA
Vice President, Investor Relations and Corporate Communications
investors@rapidmicrobio.com
Media Contact
media@rapidmicrobio.com



RAPID MICRO BIOSYSTEMS, INC.
Unaudited Condensed Consolidated Statements of Operations
(in thousands, except share and per share amounts)

Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Revenue:
Product revenue$4,537 $3,169 $8,250 $6,493 
Service revenue2,081 1,833 3,979 3,544 
Total revenue6,618 5,002 12,229 10,037 
Costs and operating expenses:
Cost of product revenue4,917 4,689 10,090 9,670 
Cost of service revenue1,890 2,205 3,851 4,049 
Research and development3,744 3,233 7,586 6,386 
Sales and marketing3,627 3,201 6,908 6,663 
General and administrative5,818 6,728 11,445 13,195 
Total costs and operating expenses19,996 20,056 39,880 39,963 
Loss from operations(13,378)(15,054)(27,651)(29,926)
Other income (expense):
Interest income, net838 1,073 1,821 2,076 
Other expense, net(23)(29)(52)(40)
Total other income, net815 1,044 1,769 2,036 
Loss before income taxes(12,563)(14,010)(25,882)(27,890)
Income tax expense15 6 18 13 
Net loss$(12,578)$(14,016)$(25,900)$(27,903)
Net loss per share — basic and diluted$(0.29)$(0.33)$(0.60)$(0.65)
Weighted average common shares outstanding — basic and diluted43,616,50143,059,93743,431,17042,936,941


RAPID MICRO BIOSYSTEMS, INC.
Unaudited Condensed Consolidated Balance Sheets
(in thousands)
June 30,
2024		December 31,
2023
Assets
Current assets:
Cash and cash equivalents$37,121 $24,285 
Short-term investments32,269 67,768 
Accounts receivable5,011 5,532 
Inventory21,429 19,961 
Prepaid expenses and other current assets2,367 2,869 
Total current assets98,197 120,415 
Property and equipment, net12,273 12,832 
Right-of-use assets, net5,733 6,240 
Long-term investments— 2,911 
Other long-term assets598 770 
Restricted cash284 284 
Total assets$117,085 $143,452 
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable$2,180 $1,973 
Accrued expenses and other current liabilities7,819 9,907 
Deferred revenue5,427 5,974 
Lease liabilities, short-term1,173 1,132 
Total current liabilities16,599 18,986 
Lease liabilities, long-term5,616 6,214 
Other long-term liabilities281 263 
Total liabilities22,496 25,463 
Total stockholders’ equity94,589 117,989 
Total liabilities and stockholders’ equity$117,085 $143,452 

RAPID MICRO BIOSYSTEMS, INC.
Unaudited Cash, Cash Equivalents and Investments
(in thousands)

June 30,
2024		December 31,
2023
Cash and cash equivalents$37,121 $24,285 
Short-term investments32,269 67,768 
Long-term investments— 2,911 
Cash, cash equivalents and investments$69,390 $94,964 

v3.24.2.u1
Cover Page
Aug. 02, 2024
Document Information [Line Items]  
Document Type 8-K
Document Period End Date Aug. 02, 2024
Entity Registrant Name RAPID MICRO BIOSYSTEMS, INC.
Entity Incorporation, State or Country Code DE
Entity File Number 001-40592
Entity Tax Identification Number 20-8121647
Entity Address, Address Line One 25 Hartwell Avenue,
Entity Address, City or Town Lexington,
Entity Address, State or Province MA
Entity Address, Postal Zip Code 02421
City Area Code 978
Local Phone Number 349-3200
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Class A Common Stock, $0.01 par value per share
Trading Symbol RPID
Security Exchange Name NASDAQ
Entity Emerging Growth Company true
Entity Ex Transition Period false
Entity Central Index Key 0001380106
Amendment Flag false
Former Address  
Document Information [Line Items]  
Entity Address, Address Line One 1001 Pawtucket Boulevard West
Entity Address, Address Line Two Suite 280
Entity Address, City or Town Lowell
Entity Address, State or Province MA
Entity Address, Postal Zip Code 01854
Rapid Micro Biosystems (NASDAQ:RPID)
Historical Stock Chart
From Oct 2024 to Nov 2024 Click Here for more Rapid Micro Biosystems Charts.
Rapid Micro Biosystems (NASDAQ:RPID)
Historical Stock Chart
From Nov 2023 to Nov 2024 Click Here for more Rapid Micro Biosystems Charts.