Twist Bioscience 10Q 2024 Q1 Quarterly report

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2023


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-38720

Twist Bioscience Corporation

(Exact Name of Registrant as Specified in its Charter)


Delaware			46-2058888
(State or other jurisdiction of			(I.R.S. Employer
incorporation or organization)			Identification No.)

681 Gateway Blvd, South San Francisco, CA 94080

(Address of principal executive offices and zip code)

(800) 719-0671

(Registrant’s telephone number, including area code)

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock

TWST

The Nasdaq Global Select Market

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

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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. ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☐ No ☐

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

The number of shares of the Registrant’s common stock outstanding as of January 29, 2024, was 57,818,022.

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TWIST BIOSCIENCE CORPORATION

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTER ENDED DECEMBER 31, 2023

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Forward-looking statements		2
PART I. Financial information		4
Item 1.	Unaudited Financial Statements	4
	Condensed Consolidated Balance Sheets (Unaudited)	4
	Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited)	5
	Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)	6
	Condensed Consolidated Statements of Cash Flows (Unaudited)	7
	Notes to Unaudited Condensed Consolidated Financial Statements	8
Item 2.	Management’s discussion and analysis of financial condition and results of operations	23
Item 3.	Quantitative and qualitative disclosures about market risk	28
Item 4.	Controls and procedures	29
PART II. Other information		30
Item 1.	Legal proceedings	30
Item 1A.	Risk factors	30
Item 2.	Unregistered sales of equity securities and use of proceeds	32
Item 3.	Defaults upon senior securities	32
Item 4.	Mine safety disclosures	32
Item 5.	Other information	32
Item 6.	Exhibits	33
Signatures		34

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Forward-looking statements

This Quarterly Report on Form 10-Q for the quarter ended December 31, 2023, or Form 10-Q, contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. These statements relate to, among other matters, plans for product development and licensing to third parties, plans and timeframe for the commercial development of DNA data storage capabilities, expectations regarding market penetration, anticipated customer conversions to our products, plans to expand in the international markets, and identification and development of potential antibody candidates. Forward-looking statements are also identified by the words “believe,” “will,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “expect,” “predict,” “could,” “potentially” and variations of such words and similar expressions. You should not rely upon forward-looking statements as predictions of future events. Such statements are based on management’s expectations as of the date of this filing and involve many risks and uncertainties that could cause our actual results, events or circumstances to differ materially from those expressed or implied in our forward-looking statements. Such risks and uncertainties include:

•our ability to increase our revenue and our revenue growth rate;

•our ability to accurately estimate capital requirements and our needs for additional financing; our estimates of the size of our market opportunities;

•our ability to increase DNA production, reduce turnaround times and drive cost reductions for our customers;

•our ability to effectively manage our growth;

•our ability to successfully enter new markets and manage our international expansion;

•our ability to protect our intellectual property, including our proprietary DNA synthesis platform;

•costs associated with defending intellectual property infringement and other claims;

•the effects of increased competition in our business;

•our ability to keep pace with changes in technology and our competitors;

•our ability to successfully identify, evaluate and manage any future acquisitions of businesses, solutions or technologies;

•the success of our marketing efforts;

•a significant disruption in, or breach in security of our information technology systems and resultant interruptions in service and any related impact on our reputation;

•our ability to attract and retain qualified employees and key personnel;

•the effects of natural or man-made catastrophic events or public health emergencies, such as the COVID-19 pandemic;

•the effectiveness of our internal controls;

•changes in government regulation affecting our business;

•uncertainty as to economic and market conditions and the impact of adverse economic conditions; and

•other risk factors included under the section titled “Risk factors” contained in Item 1A of our Annual Report on Form 10-K filed with the SEC on November 21, 2023 and this Quarterly Report on Form 10-Q.

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You should not rely upon forward-looking statements as predictions of future events. Such statements are based on management’s expectations as of the date of this filing and involve many risks and uncertainties that could cause our actual results, events or circumstances to differ materially from those expressed or implied in our forward-looking statements.

Readers are urged to carefully review and consider all of the information in this Form 10-Q and in other documents we file from time to time with the Securities and Exchange Commission, or SEC. We undertake no obligation to update any forward-looking statements made in this Form 10-Q to reflect events or circumstances after the date of this filing or to reflect new information or the occurrence of unanticipated events, except as required by law. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments we may make.

When we use the terms “Twist,” “Twist Bioscience,” the “Company,” “we,” “us” or “our” in this report, we are referring to Twist Bioscience Corporation and its consolidated subsidiaries unless the context requires otherwise. Sequence space and the Twist logo are trademarks of Twist Bioscience Corporation. All other company and product names may be trademarks of the respective companies with which they are associated.

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PART I. Financial information

Item 1. Financial statements

Twist Bioscience Corporation

Condensed Consolidated Balance Sheets (unaudited)


(In thousands except per share data)	December 31, 2023		September 30, 2023
Assets
Current assets:
Cash and cash equivalents	$	266,269	$	286,470
Short-term investments	44,875		49,943
Accounts receivable, net	35,354		44,064
Inventories	30,863		32,063
Prepaid expenses and other current assets	12,870		11,716
Total current assets	$	390,231	$	424,256
Property and equipment, net	126,225		131,830
Operating lease right-of-use assets	69,093		71,531
Goodwill	85,811		85,811
Intangible assets, net	53,190		54,483
Restricted cash, non-current	2,847		2,811
Other non-current assets	5,418		5,681
Total assets	$	732,815	$	776,403
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	9,256	$	14,052
Accrued expenses	13,959		10,754
Accrued compensation	20,787		25,818
Current portion of operating lease liability	14,808		14,896

Other current liabilities	6,418		7,803
Total current liabilities	$	65,228	$	73,323
Operating lease liability, net of current portion	77,070		79,173
Other non-current liabilities	475		475
Total liabilities	$	142,773	$	152,971
Commitments and contingencies (Note 6)
Stockholders’ equity
Common stock, $0.00001 par value —100,000 and 100,000 shares authorized at December 31, 2023 and September 30, 2023, respectively; 57,779 and 57,557 shares issued and outstanding at December 31, 2023 and September 30, 2023, respectively	$	—	$	—
Additional paid-in capital	1,666,797		1,657,222
Accumulated other comprehensive income	(565)		(756)
Accumulated deficit	(1,076,190)		(1,033,034)
Total stockholders’ equity	$	590,042	$	623,432
Total liabilities and stockholders’ equity	$	732,815	$	776,403

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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Twist Bioscience Corporation

Condensed Consolidated Statements of Operations and Comprehensive Loss (unaudited)


	Three months ended December 31,
(In thousands, except per share data)	2023		2022
Revenues [1]	$	71,498	$	54,243
Operating expenses:
Cost of revenues	$	42,536	$	29,442
Research and development	23,099		31,242
Selling, general and administrative	52,840		42,324
Change in fair value of contingent considerations and holdbacks	—		$	(4,135)
Total operating expenses	$	118,475	$	98,873
Loss from operations	$	(46,977)	$	(44,630)
Interest income	4,120		3,040
Interest expense	—		(1)
Other income (expense), net	(31)		(157)
Loss before income taxes	$	(42,888)	$	(41,748)
Income tax provision	(120)		$	(76)
Net loss attributable to common stockholders	$	(43,008)	$	(41,824)
Other comprehensive loss:
Change in unrealized (gain) loss on investments	$	134	(868)
Foreign currency translation adjustment	57		(366)
Comprehensive loss	(42,817)		(43,058)
Net loss per share attributable to common stockholders—basic and diluted	$	(0.75)	$	(0.74)
Weighted average shares used in computing net loss per share attributable to common stockholders—basic and diluted	57,497		56,444

[1] During the three months ended December 31, 2023, and 2022, the Company had revenues from the related parties in the amount of $2.3 million and $0.2 million, respectively.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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Twist Bioscience Corporation

Condensed Consolidated Statements of Stockholders’ Equity (unaudited)


	Common stock			Additional paid-in capital		Accumulated Other comprehensive loss		Accumulated deficit		Total stockholders' equity
(In thousands)	Shares	Amount
Balances as of September 30, 2023	57,557	$	—	$	1,657,222	$	(756)	$	(1,033,034)	$	623,432
Impact of ASU 2016-13 adoption (Note 2)	—	$	—	$	—	$	—	$	(148)	$	(148)
Vesting of restricted stock units	260	$	—	$	—	$	—	$	—	$	—
Exercise of stock options	58	—		951		—		—		951
Repurchases of common stock for income tax withholding	(96)	—		(2,424)		—		—		(2,424)
Stock-based compensation	—	—		11,048		—		—		11,048
Other comprehensive income	—	—		—		191		—		191
Net loss	—	—		—		—		(43,008)		(43,008)
Balances as of December 31, 2023	57,779	$	—	$	1,666,797	$	(565)	$	(1,076,190)	$	590,042


	Common stock			Additional paid-in capital		Accumulated Other comprehensive income		Accumulated deficit		Total stockholders' equity
(In thousands)	Shares	Amount
Balances as of September 30, 2022	56,523	$	—	$	1,619,644	$	(1,843)	$	(828,416)	$	789,385
Vesting of restricted stock units	124	$	—	$	—	$	—	$	—	$	—
Exercise of stock options	35	—		603		—		—		603
Issuance of shares associated with a business acquisition	1	—		—		—		—		—
Repurchases of common stock for income tax withholding	(38)	—		(999)		—		—		(999)
Stock-based compensation	—	—		(2,074)		—		—		(2,074)
Other comprehensive income	—	—		—		1,234		—		1,234
Net loss	—	—		—		—		(41,824)		(41,824)
Balances as of December 31, 2022	56,645	$	—	$	1,617,174	$	(609)	$	(870,240)	$	746,325

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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Twist Bioscience Corporation

Condensed Consolidated Statements of Cash Flows (unaudited)


	Three months ended December 31,
(in thousands)	2023		2022
Cash flows from operating activities
Net loss	$	(43,008)	$	(41,824)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization	8,171		5,292

Non-cash lease expense	248		254
Stock-based compensation	11,020		(2,325)
Change in fair value of acquisition consideration	—		(4,135)
Other non cash adjustments	64		287
Changes in assets and liabilities:
Accounts receivable, net	8,058		(4,098)
Inventories	1,201		(5,281)
Prepaid expenses and other current assets	(1,116)		(1,177)
Other non-current assets	300		499
Accounts payable	(4,205)		3,282
Accrued expenses	2,900		(1,254)
Accrued compensation	(5,078)		(3,716)
Other liabilities	(1,528)		126
Net cash used in operating activities	$	(22,973)	$	(54,070)
Cash flows from investing activities
Purchases of property and equipment	$	(1,506)	$	(11,824)
Purchases of investments	(18,329)		(22,647)
Proceeds from maturity of investments	24,000		27,500
Net cash provided by (used in) investing activities	$	4,165	$	(6,971)
Cash flows from financing activities
Proceeds from exercise of stock options	$	951	$	604


Repurchases of common stock for income tax withholding	(2,424)		(999)
Net cash used in financing activities	$	(1,473)	$	(395)
Effect of exchange rates on cash, cash equivalents and restricted cash	$	116	$	268
Net decrease in cash, cash equivalents, and restricted cash	(20,165)		(61,168)
Cash, cash equivalents, and restricted cash at beginning of period	289,281		380,259
Cash, cash equivalents, and restricted cash at end of period	$	269,116	$	319,091
Supplemental disclosure of cash flow information

Income taxes paid, net of refunds	40		52
Non-cash investing and financing activities
Property and equipment additions included in accounts payable and accrued expenses	$	487	$	4,520

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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Twist Bioscience Corporation

Notes to Unaudited Condensed Consolidated Financial Statements

1. The Company

Twist Bioscience Corporation (the Company) was incorporated in the state of Delaware on February 4, 2013. The Company is a synthetic biology company that has developed a disruptive DNA synthesis platform. DNA is used in many applications across different industries: industrial chemicals/materials, academic, healthcare and food/agriculture. The Company’s fiscal year ends on September 30.

The core of the Company’s platform is a proprietary technology that pioneers a new method of manufacturing synthetic DNA by “writing” DNA on a silicon chip. The Company has combined this technology with proprietary software, scalable commercial infrastructure and an e-commerce platform to create an integrated technology platform that enables the Company to achieve high levels of quality, precision, automation, and manufacturing throughput at a significantly lower cost than its competitors. The Company is leveraging its unique technology to manufacture a broad range of synthetic DNA-based products, including synthetic genes, tools for next generation sample preparation, and antibody libraries for drug discovery and development.

The Company has a limited operating history and its prospects are subject to risks, expenses and uncertainties frequently encountered by companies in this industry. These risks include, but are not limited to, the uncertainty of availability of additional financing, market acceptance of its products, the ability to retain and attract new customers, and the uncertainty of achieving future profitability.

The Company has generated net losses in all periods since its inception. As of December 31, 2023, the Company had an accumulated deficit of $1,076.2 million and has not generated positive cash flows from operations since inception. Losses are expected to continue as the Company continues to invest in product development, manufacturing, and sales and marketing.

As of December 31, 2023, the Company had cash and cash equivalents and short-term investments of $311.1 million, which the management believes will be sufficient to fund operations for at least one year from the issuance of these consolidated financial statements. However, if the Company needs to obtain additional financing to fund operations beyond this period, there can be no assurance that it will be successful in raising additional financing on terms which are acceptable to the Company.

If the Company requires but is unable to obtain additional funding, the Company could be forced to delay, reduce or eliminate some or all of its research and development programs, product portfolio expansion or commercialization efforts, which could adversely affect its business prospects, or the Company may be unable to continue operations.

2. Summary of significant accounting policies

Basis of presentation and use of estimates

The accompanying unaudited condensed consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information. Certain information and disclosures normally included in the consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes included in the Annual Report on Form 10-K for the fiscal year ended September 30, 2023 (the Annual Report on Form 10-K) filed with the Securities and Exchange Commission on November 21, 2023. The condensed consolidated financial statements are unaudited and have been prepared on a basis consistent with that used to prepare the audited annual consolidated financial statements and include, in the opinion of management, all adjustments, consisting of normal and recurring items, necessary for the fair statement of the condensed consolidated financial statements. The condensed consolidated balance sheet at September 30, 2023 is derived from audited consolidated financial statements but does not include all disclosures required by GAAP. The operating results for the three months ended December 31, 2023 are not necessarily indicative of the results expected for the full year ending September 30, 2024 or any interim period.

The presentation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Certain prior year amounts have

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been reclassified to conform to the current year presentation. The Company’s unaudited condensed consolidated financial statements include its wholly owned subsidiaries. All intercompany balances and accounts are eliminated in consolidation.

The following table provides a reconciliation of the Company’s cash and cash equivalents and non-current portion of restricted cash reported within the unaudited condensed consolidated balance sheets that sum to the total cash, cash equivalents and restricted cash shown in the Company’s condensed consolidated statements of cash flows:


(in thousands)	December 31, 2023		September 30, 2023
Cash and cash equivalents	$	266,269	$	286,470
Restricted cash, non-current	2,847		2,811
Total cash, cash equivalents and restricted cash	$	269,116	$	289,281

Restricted cash represents cash held at financial institutions that are pledged as collateral for stand-by letters of credit for lease commitments and is included in non-current assets.

Significant accounting policies

There have been no material changes in the accounting policies from those disclosed in the audited consolidated financial statements and the related notes included in the Annual Report on Form 10-K other than disclosed below.

Allowance for Credit Losses

The Company maintains an allowance for credit losses for expected uncollectible accounts receivable and contract assets, which is recorded as an offset to accounts receivable or contract assets and provisions for credit losses are recorded in general and administrative expense in the consolidated statements of income. Under the application of Accounting Standards Codification (“ASC”) Topic 326-20, Financial Instruments—Credit Losses (“ASC 326”), the allowance for current expected credit losses is based on a review of customer accounts and considers historical credit loss information that is adjusted for current economic and business conditions and anticipated future economic events that may impact collectability. In developing its expected credit loss estimate, the Company evaluated the appropriate grouping of accounts receivable and contract assets based upon its evaluation of risk characteristics, including consideration of region and industries of the customers. The allowance for credit losses is reviewed on a quarterly basis to assess the adequacy of the allowance. Allowance for credit losses was $0.9 million as of December 31, 2023.

Short-term investments

The Company invests in various types of securities, including United States government, commercial paper, and corporate debt securities. The Company classifies its investments as available-for-sale and records them at fair value based upon market prices at period end. For available-for-sale debt securities in an unrealized loss position, the Company evaluates whether a current expected credit loss exists based on available information relevant to the credit rating of the security, current economic conditions and reasonable and supportable forecasts. The allowance for credit loss is recorded in other income (expense), net, on the consolidated statements of income, not to exceed the amount of the unrealized loss. Any excess unrealized loss other than the credit loss is recognized in accumulated other comprehensive income or loss in the stockholders' equity section of the consolidated balance sheets. The cost of securities sold is based on the specific identification method and realized gains and losses are included in other income (expense), net. Dividend and interest income are recognized when earned. The Company may sell these securities at any time for use in current operations. There was no allowance for credit losses relating to the short-term investments recognized as of December 31, 2023.

Revenue

The Company had contract assets of $2.5 million and contract liabilities of $2.6 million as of December 31, 2023. The Company had contract assets of $2.8 million and contract liabilities of $3.0 million as of September 30, 2023. For the three months ended December 31, 2023 and December 31, 2022, the Company recognized revenue of $1.3 million and $2.3 million, respectively, from the amount that was included in the contract liability balance at the beginning of each period. In addition, for all periods presented, there was no revenue recognized in a reporting period from performance obligations satisfied in previous periods. The aggregate amount of the transaction price allocated to the performance obligations that are unsatisfied as of December 31, 2023 was $7.3 million. The Company expects to recognize revenue over the next twelve months relating to performance obligations unsatisfied as of December 31, 2023.

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Based on the nature of the Company's contracts with customers, which are recognized over a term of less than 12 months, the Company has elected to use the practical expedient whereby costs to obtain a contract are expensed as they are incurred.

The Company states its revenues net of any taxes collected from customers that are required to be remitted to various government agencies. The amount of taxes collected from customers and payable to governmental entities is included on the balance sheet as part of “Accrued expenses and other current liabilities.”

Recent accounting pronouncements

Changes to GAAP are established by the Financial Accounting Standards Board (“FASB”) in the form of accounting standards updates (“ASUs”) to the FASB’s ASC. The Company considered the applicability and impact of all recent ASUs. ASUs not listed below were assessed and determined to be not applicable to the Company’s consolidated financial position and results of operations.

Recent accounting pronouncements adopted

In June 2016, FASB issued ASU No. 2016-13 “Financial Instruments-Credit Losses: Measurement of Credit Losses on Financial Instruments” and has since modified the standard with several ASUs (collectively, “Topic 326”). Topic 326 requires measurement and recognition of expected credit losses for financial assets. The ASU replaced previous incurred loss impairment guidance and established a single expected credit losses allowance framework for financial assets carried at amortized cost. It also eliminated the concept of other-than-temporary impairment and requires credit losses related to certain available-for-sale debt securities to be recorded through an allowance for credit losses. On October 1, 2023, the Company adopted this standard using a modified retrospective approach, which requires a cumulative-effect adjustment to the opening balance of retained earnings to be recognized on the date of adoption and, accordingly, recorded a net increase of $0.1 million to accumulated deficit as of the beginning of fiscal 2024. In connection with the adoption of Topic 326, the Company made an accounting policy election to not measure an allowance for credit losses for accrued interest receivable.

Recently issued accounting pronouncement not yet adopted

In December 2023, the FASB issued ASU No. 2023-09 "Income Taxes (Topic 740)". The amendments in this ASU require that public business entities on an annual basis (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold. The amendments in this update are effective for annual periods beginning after December 15, 2024. The standard is not expected to have a material impact to the Company's condensed consolidated financial statements.

In November 2023, the FASB issued ASU No. 2023-08 "Segment Reporting (Topic 280)". The amendments in this ASU improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The amendments in this update are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The standard is not expected to have a material impact to the Company's condensed consolidated financial statements.

The Company has evaluated other recently issued accounting pronouncements and has concluded that the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s financial position or results of operations upon adoption.

3. Fair value measurement

The Company assesses the fair value of financial instruments based on the provisions of ASC 820, Fair Value Measurements. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

Level 1—Quoted prices in active markets for identical assets or liabilities.

Level 2—Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

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Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as considering counterparty credit risk in its assessment of fair value.

The following table sets forth the cash and cash equivalents, short-term investments and equity securities as of December 31, 2023:


(in thousands)	Amortized cost		Gross unrealized gains		Gross unrealized losses		Fair value
Cash and cash equivalents	$	266,269	$	—	$	—	$	266,269
Short-term investments:
Corporate bonds	5,974		—		(3)		5,971
U.S. government treasury bills	38,852		58		(6)		38,904
Non-current assets - investment in equity securities	3,711		—		—		3,711
Total	$	314,806	$	58	$	(9)	$	314,855

The following table sets forth the cash and cash equivalents, short-term investments and equity securities as of September 30, 2023:


(in thousands)	Amortized cost		Gross unrealized gains		Gross unrealized losses		Fair value
Cash and cash equivalents	$	286,470	$	—	$	—	$	286,470
Short-term investments:
Corporate bonds	14,918		—		(29)		14,889
U.S. government treasury bills	35,111		—		(57)		35,054
Non-current assets - investment in equity securities	3,711		—		—		3,711
Total	$	340,210	$	—	$	(86)	$	340,124

As of December 31, 2023, financial assets and liabilities measured and recognized at fair value are as follows:


(in thousands)	Level 1		Level 2		Level 3		Fair value
Assets
Money market funds	$	234,679	$	—	$	—	$	234,679
Corporate bonds	—		5,971		—		5,971
U.S. government treasury bills	38,904		—		—		38,904
Non-current assets - investment in equity securities	—		—		3,711		3,711
Total	$	273,583	$	5,971	$	3,711	$	283,265

Total financial liabilities	$	—	$	—	$	—	$	—

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As of September 30, 2023, financial assets and liabilities measured and recognized at fair value are as follows:


(in thousands)	Level 1		Level 2		Level 3		Fair value
Assets
Money market funds	$	245,654	$	—	$	—	$	245,654
Corporate bonds	—		14,889		—		14,889
U.S. government treasury bills	35,054		—		—		35,054
Non-current assets - investment in equity securities	—		—		3,711		3,711
Total financial assets	$	280,708	$	14,889	$	3,711	$	299,308

Total financial liabilities	$	—	$	—	$	—	$	—

Contractual maturities of all the investments, as of December 31, 2023, were less than 12 months. The Company does not intend to sell the money market funds and short-term investments and it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost basis. The unrealized loss on short-term investments have been in a continuous unrealized loss position for less than 12 months. Accrued interest receivable balance included in the prepaid expenses and other current assets within consolidated balance sheets were $1.2 million and $1.2 million as of December 31, 2023 and September 30, 2023, respectively. As of December 31, 2023, the gross unrealized losses on short-term investments are related to market interest rate changes and not attributable to credit.

During 2021 and as amended in 2022, the Company entered into convertible promissory note agreements with a privately held company (“Borrower”) pursuant to which the Company agreed to loan to the Borrower $3.5 million in a series of loan installments, evidenced by a convertible promissory note having a maturity date of May 1, 2023 (“Convertible Note”). The Convertible Note included an option to convert the Convertible Note into the Borrower’s equity at the Borrower’s next round of equity financing, and accrued interest at a rate of 4% per annum. In April 2023, the Company exercised the option and the Borrower issued to the Company ordinary shares which represent a 15% equity interest. As of December 31, 2023, the Company’s equity investments were categorized as Level 3 within the fair value hierarchy.

The equity investment held by the Company is a VIE, but the Company is not the primary beneficiary. The Company does not have the power to direct the activities that most significantly impact the economic performance of the investee. The Company’s maximum exposure to loss from this VIE consist of an equity investment of $3.7 million. Equity investments held by the Company lack readily determinable fair values and therefore the securities are measured at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or similar equity securities of the same issuer. The Company reviews the carrying value of its equity investments for impairment whenever events or changes in business circumstances indicate the carrying amount of such asset may not be fully recoverable. Impairments, if any, are based on the excess of the carrying amount over the recoverable amount of the asset. There were no such impairments during the three months ended December 31, 2023 and December 31, 2022.

As of December 31, 2023 and September 30, 2023, there were no financial liabilities categorized as level 3 within the fair value hierarchy. There were no transfers between Level 1, Level 2 and Level 3 in the periods presented.

The following table provides a reconciliation of beginning and ending balances of the Level 3 financial assets during the three months ended December 31, 2023:


(in thousands)	Equity investments		Total
Balance as of September 30, 2023	$	3,711	$	3,711
Change in fair value	—		—
Additions during the year	—		—
Balance as of December 31, 2023	$	3,711	$	3,711

4. Balance sheet components

Inventories consist of the following:

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(in thousands)	December 31, 2023		September 30, 2023
Raw materials	$	23,753	$	27,024
Work-in-process	2,390		1,113
Finished goods	4,720		3,926
	$	30,863	$	32,063

There is no consigned inventory balance as of December 31, 2023 and September 30, 2023.

Property and Equipment, net consists of the following:


(in thousands)	December 31, 2023		September 30, 2023
Laboratory equipment	$	105,517	$	104,508
Furniture, fixtures and other equipment	3,575		3,484
Vehicles	129		85
Computer equipment	3,128		3,103
Computer software	8,813		5,507
Leasehold improvements	57,410		57,271
Construction in progress	5,259		8,528
	$	183,831	$	182,486
Less: Accumulated depreciation	(57,606)		(50,656)
	$	126,225	$	131,830

As of December 31, 2023, the construction in progress mainly represents equipment costs and software development costs. Total depreciation expense was $6.9 million for the three months ended December 31, 2023 and $3.9 million for the three months ended and December 31, 2022, respectively.

Other current liabilities

The other current liabilities consist of the following:


(in thousands)	December 31, 2023		September 30, 2023
Income and other taxes payable	$	3,197	$	4,374
Deferred revenue	2,644		2,999
Other current liabilities	577		430

	$	6,418	$	7,803

5. Goodwill and intangible assets

There were no changes to the carrying value of goodwill during the three months ended December 31, 2023. Total amortization expense related to finite-lived intangible assets was $1.3 million for the three months ended December 31, 2023 and $1.4 million for the three months ended December 31, 2022.

The goodwill balance is presented below:


(in thousands)	December 31, 2023		September 30, 2023
Balance at beginning of period/year	$	85,811	$	85,811
Balance at end of period/year	$	85,811	$	85,811

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The intangible assets balances are presented below:


	December 31, 2023
(in thousands, except for years)	Weighted average Amortization period in years	Gross carrying amount		Accumulated amortization		Net book value
Developed Technology	15	$	50,020	$	(8,451)	$	41,569
Customer Relationships	11	15,210		(3,864)		11,346
Tradenames & Trademarks	3	900		(625)		275
Total finite-lived intangible assets		$	66,130	$	(12,940)	$	53,190


	September 30, 2023
(in thousands, except for years)	Weighted average Amortization period in years	Gross carrying amount		Accumulated amortization		Net book value
Developed Technology	15	$	50,020	$	(7,636)	$	42,384
Customer Relationships	11	15,210		(3,461)		11,749
Tradenames & Trademarks	3	$	900	$	(550)	$	350
Total finite-lived intangible assets		$	66,130	$	(11,647)	$	54,483

6. Commitments and contingencies

Legal proceedings

The Company may be subject to litigation, claims and disputes in the ordinary course of business. There is an inherent risk in any litigation or dispute and no assurance can be given as to the outcome of any claims.

Securities Class Action

On December 12, 2022, a putative securities class action lawsuit captioned Peters v. Twist Bioscience Corporation, et al., Case No. 22-cv-08168 (N.D. Cal.) (“Securities Class Action”) was filed in federal court in the Northern District of California (“Court”) against the Company, its Chief Executive Officer, and its Chief Financial Officer (the “Defendants”) alleging violations of federal securities laws. The Securities Class Action’s claims are based in large part on allegations made in a report issued on November 15, 2022 by Scorpion Capital (“Scorpion Report”) concerning, among other things, the Company’s DNA chip technology and accounting practices. The initial complaint filed in the Securities Class Action alleges that various statements that the defendants made between December 13, 2019 and November 14, 2022 were materially false and misleading in light of the allegations in the Scorpion Report. The plaintiff who initiated the lawsuit sought to represent a class of shareholders who acquired shares of the Company’s common stock between December 13, 2019 and November 14, 2022 and sought damages as well as certain other costs. On July 28, 2023, the Court appointed a new plaintiff, not the original plaintiff who filed the case, as lead plaintiff in the case and appointed a new law firm as lead counsel. On October 11, 2023, the lead plaintiff filed an amended complaint. The amended complaint is purportedly brought on behalf of all persons other than the Defendants who acquired the Company’s securities between December 20, 2018 and November 15, 2022. The amended complaint alleges that certain statements regarding, among other things, the Company’s DNA products and accounting practices were false and misleading.

This case remains in the preliminary stage. Given the inherent uncertainty of litigation and the legal standards that must be met, including class certification and success on the merits, the Company cannot express an opinion on the likelihood of an unfavorable outcome or on the amount or range of any potential loss. The Company and the other defendants intend to vigorously defend themselves against the claims asserted against them, and filed a motion to dismiss the amended complaint on December 6, 2023. The plaintiffs filed a response in opposition to the motion to dismiss on January 26, 2024, and the Company intends to file a reply brief by February 23, 2024. The Court is scheduled to hear that motion on April 18, 2024.

Derivative Action

On September 25, 2023, a shareholder derivative suit captioned Shumacher vs. Leproust et al., No. 1:23-cv-01048-UNA, was filed in the United States District Court for the District of Delaware against directors of the Company and an employee (the “Derivative Action”). The suit is based on substantially the same allegations in the Securities Class Action and seeks to

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recover, on behalf of the Company, damages to the Company arising from, among other things, the Securities Class Action. On November 13, 2023, the parties to the Derivative Action entered into a stipulation staying the Derivative Action pending resolution of the anticipated motion to dismiss the defendants have filed in the Securities Class Action.

Indemnifications

In the ordinary course of business, the Company enters into agreements that may include indemnification provisions. Pursuant to such agreements, the Company may indemnify, hold harmless and defend the indemnified parties for losses suffered or incurred by the indemnified party. Some of the provisions will limit losses to those arising from third-party actions. In some cases, the indemnification will continue after the termination of the agreement. The maximum potential amount of future payments the Company could be required to make under these provisions is not determinable. To date, the Company has not incurred material costs to defend lawsuits or settle claims related to these indemnification provisions. From time to time, the Company has entered into indemnification agreements with its directors and officers that requires it to indemnify its directors and officers against liabilities that may arise by reason of their status or service as directors or officers to the fullest extent permitted by law. The Company also has directors’ and officers’ insurance.

Leases

The Company leases certain of its facilities under non-cancellable operating leases expiring at various dates through 2044. The Company is also responsible for utilities, maintenance, insurance, and property taxes under these leases. The Company's lease payments consist primarily of fixed rental payments for the right to use the underlying leased assets over the lease terms, as well as payments for common-area-maintenance and administrative services. The Company often receives customary incentives from its landlords, such as reimbursements for tenant improvements and rent abatement periods, which effectively reduce the total lease payments owed for these leases. Leases are classified as operating or financing at commencement. The Company does not have any material financing leases.

Certain leases include options to renew or terminate at the Company’s discretion. The lease terms include periods covered by these options if it is reasonably certain the Company will renew or not terminate. The Company’s lease agreements do not contain any material residual value guarantees or restrictive covenants.

Supplemental balance sheet information related to the Company’s operating leases as of December 31, 2023 is as follows:


(in thousands)	December 31, 2023
Assets:
Operating lease right-of-use asset	$	69,093
Current liabilities:
Current portion of operating lease liabilities	$	14,808
Noncurrent liabilities:
Operating lease liabilities, net of current portion	$	77,070

Future minimum lease payments under all non-cancelable operating leases that have commenced as of December 31, 2023 are as follows:

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(in thousands)	Operating leases
Years ending September 30:
Remainder of 2024	$	11,122
2025	14,924
2026	13,894
2027	8,371
2028	8,471
Thereafter	88,014
Total minimum lease payments	$	144,796
Less: imputed interest	(52,918)

Total operating lease liabilities	$	91,878
Less: current portion	(14,808)
Operating lease liabilities, net of current portion	$	77,070

The statement of cash flows for the three months ended December 31, 2023 include changes in right-of-use assets and operating lease liabilities of $2.4 million and $2.2 million, respectively. For the three months ended December 31, 2022, changes in right-of-use assets and operating lease liabilities were $1.2 million and $0.9 million, respectively.

Operating lease expense was $4.0 million and $4.1 million for the three months ended December 31, 2023 and 2022, respectively. Cash payments for amounts included in the measurement of operating lease liabilities were $3.7 million and $3.6 million for the three months ended December 31, 2023 and 2022, respectively. As of December 31, 2023, the weighted-average remaining lease term was 15.3 years and the weighted-average discount rate was 6.5%.

7. Related party transactions

During the three months ended December 31, 2023 and 2022, the Company purchased raw materials from a related party in the amount of $1.3 million and $2.1 million, respectively. During the three months ended December 31, 2023 and 2022, the Company had revenues from the related party in the amount of $2.3 million and $0.2 million, respectively. As of December 31, 2023, payable balances and receivable balances with the related party were $0.4 million and $1.7 million, respectively. Receivable balances with the related party were $1.7 million as of September 30, 2023. Payable balances with the related parties were immaterial as of September 30, 2023.

8. Income taxes

In determining quarterly provisions for income taxes, the Company uses the annual estimated effective tax rate applied to the actual year-to-date profit or loss, adjusted for discrete items arising in that quarter. For the three months ended December 31, 2023 and 2022, the Company recorded provisions for income taxes of $0.1 million and $0.1 million, respectively.

9. Common stock

As of December 31, 2023, the Company had reserved sufficient shares of common stock, with a par value of $0.00001 per share, for issuance upon exercise of outstanding stock options. Each share of common stock is entitled to one vote. The holders of shares of common stock are also entitled to receive dividends whenever funds are legally available and when declared by the board of directors.

10. Stock-based compensation

The Company grants stock-based awards, consisting of stock options and restricted stock, to its employees, certain non-employee consultants and certain members of its board of directors. The Company measures stock-based compensation expense for restricted stock and stock options granted to its employees and directors on the date of grant and recognizes the corresponding compensation expense of those awards over the requisite service period, which is generally the vesting period of the respective award. The Company measures stock-based compensation expense for restricted stock and stock options granted to non-employee consultants on the date of grant and recognizes the corresponding compensation expense

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of those awards over the period in which the related services are received. The Company adjusts for actual forfeitures as they occur.

2018 Equity Incentive Plan

On September 26, 2018, the board of directors adopted the 2018 Equity Incentive Plan (the “2018 Plan”) as a successor to the 2013 Stock Plan (the “2013 Plan”). Any shares subject to outstanding awards under the 2013 Plan that are canceled or repurchased subsequent to the 2018 Plan’s effective date are returned to the pool of shares reserved for issuance under the 2018 Plan. Awards granted under the 2018 Plan may be non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, and performance units.

Inducement Equity Incentive Plan

On August 22, 2023, the board of directors adopted an inducement equity incentive plan (the “Inducement Plan”). The maximum aggregate number of shares that may be issued under the Inducement Plan is 700,000 of the Company's common stock. The Inducement Plan permits the grant of non-statutory stock options, restricted stock, restricted stock units, stock appreciation rights, performance units and performance shares. The shares issuable under the Inducement Plan are registered pursuant to a registration statement on Form S-8 filed with the Securities and Exchange Commission on August 25, 2023.

Restricted Stock Units

Restricted stock consists of restricted stock unit awards (“RSUs”) which have been granted to employees and non-employee directors. The value of an RSU award is based on the Company’s stock price on the date of grant. Employee grants generally vest over four years and non-employee director grants generally vest over one year. Forfeitures of RSUs are recognized as they occur. The shares underlying the RSU awards are not issued until the RSUs vest. Upon vesting, each RSU converts into one share of the Company’s common stock.

Activity with respect to the Company’s restricted stock units during the three months ended December 31, 2023 was as follows:


(in thousands, except per share data)	Shares	Weighted average grant date fair value per share
Nonvested shares at September 30, 2023	1,620	$	40.73
Granted	1,035	22.14
Vested/Issued	(152)	43.58
Forfeited	(84)	50.29
Nonvested shares at December 31, 2023	2,419	$	32.29

As of December 31, 2023, there was $71.5 million of total unrecognized compensation cost related to these awards that is expected to be recognized over a weighted average period of 2.8 years. The total grant date fair value of RSUs awarded during the three months ended December 31, 2023 was $22.9 million.

Performance Stock Units

Performance stock unit awards (“PSUs”) granted to certain employees will vest upon achievement of operational milestones related to the Wilsonville facility, and to Company executives will vest upon achievement of revenue, gross profit and cash balance metrics as determined by the board of directors, and to certain non-employee consultants will vest upon achievement of operational milestones. Stock compensation expense for PSUs is recorded over the vesting period based on the grant date fair value of the awards and probability of the achievement of specified performance targets. The grant date fair value is equal to the closing share price of the Company’s common stock on the date of grant. For employees, PSUs generally vest over a one to three-year service period following the grant date, provided that the recipient is a Company employee at the time of vesting and the performance targets applicable to each award are achieved. For non-employees, PSUs generally vest over a one to three-year service period following the grant date, provided that the performance targets applicable to each award are achieved. The percentage of PSUs that vest will depend on the achievement of specified performance targets at the end of the performance period and can range from 0% to 150% of the number of units granted. Any PSUs that are unvested at the end of the performance period are forfeited. Forfeitures of PSUs are recognized as they occur.

Activity under the PSUs during the three months ended December 31, 2023 is summarized below:

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(in thousands, except per share data)	Shares	Weighted average grant date fair value per share
Nonvested shares at September 30, 2023	932	$	36.82
Granted	570	17.31
Vested/Issued	(82)	80.27
Forfeited	(15)	48.37
Nonvested shares at December 31, 2023	1,405	$	26.23

As of December 31, 2023, the unrecognized compensation costs related to these awards was $27.2 million based on the maximum achievement of the performance targets. The Company expects to recognize those costs over a weighted average period of 1.6 years. The total grant date fair value of PSUs awarded during the three months ended December 31, 2023 was $9.9 million.

Options

Options are generally granted to employees and were granted to non-employee directors until FY 2020. Stock options entitle the holder to purchase, at the end of the vesting term, a specified number of shares of Company common stock at an exercise price per share equal to the closing market price of the common stock on the date of grant. Stock options have a contractual life from the date of the grant and a vesting schedule as established by the board of directors. The maximum term of stock options granted under the 2018 Plan is 10 years and the awards generally vest over a four-year period. Forfeitures of options are recognized as they occur. The fair value of each service based stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model. The Company historically had been a private company and lacked company-specific historical and implied volatility information for its stock. Therefore, it estimated its expected stock price volatility based on the historical volatility of publicly traded peer companies through the period ended December 31, 2023 and utilized the “simplified” method for awards that qualify as “plain-vanilla” options. As determined under the simplified method, the expected term of stock options granted is calculated based on contractual and vesting terms of the option award, the risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award, and the expected dividend yield is zero based on the fact that the Company has never paid cash dividends on common stock and does not expect to pay any cash dividends in the foreseeable future.

Options activity during the three months ended December 31, 2023 is summarized below:


(in thousands, except per share data)	Shares	Weighted average exercise price per share		Weighted average remaining contractual term (years)	Aggregate intrinsic value
Outstanding at September 30, 2023	2,119	$	24.18	5.25	$	6,715
Forfeited	(85)	34.45		—	—
Exercised	(58)	16.42		—	483

Outstanding at December 31, 2023	1,976	$	23.97	1.86	$	29,951
Nonvested at December 31, 2023	19	77.89		5.48	5
Exercisable at December 31, 2023	1,958	$	23.46	1.82	$	29,946

As of December 31, 2023, the unrecognized compensation costs related to these awards was $0.8 million. The Company expects to recognize those costs over a weighted average period of 1.0 year. The Company did not grant any options during the year ended December 31, 2023.

Performance Stock Options

On September 1, 2020, the board of directors approved the implementation of a revised annual equity award program for executive officers, senior level employees and consultants to be granted as performance-based stock options ("PSOs") under the 2018 Plan. The PSOs issued to executive officers and senior level employees vested in prior years. The number of PSOs ultimately earned under the awards to a consultant is calculated based on the achievement of certain operational milestones. The maximum term of performance stock options granted under the 2018 Plan is 10 years for both employees and non-employees. The awards generally vest over a two-year period for executive officers and senior level employees. Awards to non-employees generally vest over a five-year period.

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The provisions of the PSOs are considered a performance condition, and the effects of that performance condition are not reflected in the grant date fair value of the awards. The Company used the Black-Scholes method to calculate the fair value at the grant date without regard to the vesting condition and will recognize compensation cost for the options that are expected to vest. Forfeitures of PSOs are recognized as they occur. The Company reassesses the probability of the performance condition at each reporting period and adjusts the compensation cost based on the probability assessment. As of December 31, 2023, the Company determined that 30,000 shares are expected to vest based on the probability of the performance condition that will be achieved under this equity award program.

Activity under the PSOs during the three months ended December 31, 2023 is summarized below:


(in thousands, except per share data)	Shares	Weighted average exercise price per share		Weighted average remaining contractual term (years)	Aggregate intrinsic value
Outstanding at September 30, 2023	289	$	60.82	7.37	$	—
Nonvested at September 30, 2023	30	$	31.29	8.57	$	—
Exercisable at September 30, 2023	259	64.24		7.23	—
Forfeited	(12)	$	67.85	—	$	—
Exercisable at December 31, 2023	247	$	64.07	6.99	$	251
Nonvested at December 31, 2023	30	31.29		8.32	167
Outstanding at December 31, 2023	277	$	60.53	7.13	$	418

As of December 31, 2023, the unrecognized compensation costs related to these awards was $0.3 million. The Company expects to recognize those costs over a weighted average period of 1.3 years.

Total stock-based compensation expense/(credit) recognized was as follows:


	Three months ended December 31,
(in thousands)	2023		2022
Cost of revenues	$	924	$	1,142
Research and development	2,838		4,418
Selling, general and administrative	7,258		(7,885)
Total stock-based compensation	$	11,020	$	(2,325)

During the three months ended December 31, 2022, stock-based compensation was a credit of $2.3 million primarily as a result of departing employee share forfeitures, and a stock-based credit related to a business combination due to non-achievement of a performance condition. An immaterial amount of stock-based compensation was capitalized to inventories attributable to employees who support the manufacturing of the Company's products for the three months ended December 31, 2023. The balance sheet as of December 31, 2023 includes $1.3 million of stock-based compensation primarily related to the implementation of the Company’s lab production software system and order management system, which was capitalized in property and equipment.

2018 Employee Stock Purchase Plan

On September 26, 2018, the board of directors adopted the 2018 Employee Stock Purchase Plan (the "2018 ESPP"). The number of shares reserved for issuance under the 2018 ESPP upon approval was 275,225 shares of the Company’s common stock, and it increases automatically on the first day of each fiscal year, following the fiscal year in which the 2018 ESPP became effective, by a number equal to the least of 249,470 shares, 1% of the shares of common stock outstanding at that time, or such number of shares determined by the Company’s board of directors. The number of shares reserved for issuance at December 31, 2023 was as follows:

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(In thousands)						Shares available
Outstanding at September 30, 2023						539
Additional shares authorized						249
Shares issued during the period						—
Outstanding at December 31, 2023						788

Subject to any plan limitations, the 2018 ESPP allows eligible service providers (through qualified and non-qualified offerings) to contribute, normally through payroll deductions, up to 15% of their earnings for the purchase of the Company’s common stock at a discounted price per share. The offering periods begin in February and August of each year, except the initial offering period which commenced with the initial public offering in October 2018 and ended on August 20, 2019.

Unless otherwise determined by the board of directors, the Company’s common stock will be purchased for the accounts of employees participating in the 2018 ESPP at a price per share that is the lesser of 85% of the fair market value of the Company’s common stock on the first trading day of the offering period or 85% of the fair market value of the Company’s common stock on the last trading day of the offering period. During the three months ended December 31, 2023 and 2022, activity under the 2018 ESPP was immaterial.

401(k) Savings Plan

During 2018, the Company adopted a 401(k) savings plan for the benefit of its employees. In January 2022, the Company modified its plan to include an employer matching contribution. The Company is required to make matching contributions to the 401(k) plan equal to 50% of the first 6% of wages deferred by each participating employee. The Company incurred expenses for employer matching contributions of $0.7 million and $0.7 million for the three months ended December 31, 2023 and 2022, respectively.

Abveris Acquisition

At September 30, 2022, management determined that the achievement of the performance condition relating to the equity awards granted in connection with the Abveris acquisition awards was probable, and cumulative stock-based compensation expense of $9.9 million was recognized during the year ended September 30, 2022. At December 31, 2022, management determined that the performance condition was not achieved, and therefore the cumulative stock-based compensation expense recognized to date was reversed, resulting in a reduction of stock compensation expense of $9.9 million in the three months ended December 31, 2022.

11. Net loss per share attributable to common stockholders

The following table sets forth the computation of the Company’s basic and diluted net loss per share attributable to common stockholders:


	Three months ended December 31,
(in thousands, except per share data)	2023		2022
Numerator:
Net loss attributable to common stockholders	$	(43,008)	$	(41,824)
Denominator:
Weighted average shares used in computing net loss per share, basic and diluted	57,497		56,444
Net loss per share attributable to common stockholders, basic and diluted	$	(0.75)	$	(0.74)

The potentially dilutive common shares that were excluded from the calculation of diluted net loss per share because their effect would have been antidilutive for the periods presented are as follows:

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	Three months ended
	December 31,
(in thousands)	2023	2022
Shares subject to options (including performance options) to purchase common stock	2,253	2,693

Unvested restricted stock units and performance stock units	3,824	2,577
Shares subject to employee stock purchase plan	124	137
Total	6,201	5,407

12. Geographic, product and industry information

The table below sets forth revenues by geographic region, based on ship-to destinations. Americas consists of the United States of America, Canada, Mexico and South America; EMEA consists of Europe, the Middle East, and Africa; and APAC consists of Japan, China, South Korea, India, Singapore, Malaysia, and Australia.


	Three months ended December 31,
(in thousands)	2023		2022
Americas	$	43,959	$	33,646
EMEA	21,220		16,331
APAC	6,319		4,266
Total	$	71,498	$	54,243

The table below sets forth revenues by products.


	Three months ended December 31,
(in thousands)	2023		2022
Synthetic genes	$	19,726	$	16,175
Oligo pools	4,189		3,699
DNA libraries	2,939		1,836
Antibody discovery	5,226		8,171
NGS tools	39,418		24,362
Total	$	71,498	$	54,243

The table below sets forth revenues by industry.


	Three months ended December 31,
(in thousands)	2023		2022
Industrial chemicals/materials	$	16,277	$	13,575
Academic research	13,773		10,015
Healthcare	40,881		30,013
Food/agricultural	567		640
Total	$	71,498	$	54,243

13. 2023 Restructuring and other costs

On May 3, 2023, the Company’s Board of Directors approved a strategic restructuring plan to reduce costs, build a leaner organization and increase operating efficiencies. The restructuring plan included a reduction in force which affected approximately 270 employees worldwide, representing approximately 25% of the Company’s total workforce. The majority of these employees separated from the Company by September 30, 2023. The reduction in force is subject to local regulatory requirements. Furthermore, as part of the plan the Company removed the duplication of synthetic biology

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production across its South San Francisco, California and Wilsonville, Oregon facilities. The plan was implemented beginning in May 2023 and was substantially completed by the end of fiscal year 2023. Total restructuring and other costs of $16.2 million was incurred by the Company during the year ended September 30, 2023 and included employee severance and related benefit costs of $8.5 million, restructuring and non-restructuring related impairment of property and equipment of $6.8 million, and other costs associated with restructuring of $0.9 million.

As of December 31, 2023 and September 30, 2023, the severance and related benefit costs included in accrued compensation in the consolidated balance sheets were $0.1 million and $0.5 million, respectively.

* * * * *

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Item 2. Management’s discussion and analysis of financial condition and results of operations

You should read the following discussion and analysis of our financial condition and results of operations together with the unaudited condensed consolidated financial statements and related notes that are included elsewhere in this Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the fiscal year ended September 30, 2023 filed with the U.S. Securities and Exchange Commission, or the SEC, on November 21, 2023, or our Annual Report on Form 10-K. This discussion contains forward-looking statements based upon current plans, expectations and beliefs that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including, but not limited to, those discussed in the section entitled “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q. In preparing this MD&A, we presume that readers have access to and have read the MD&A in our Annual Report on Form 10-K, pursuant to Instruction 2 to paragraph (b) of Item 303 of Regulation S-K.

Overview

We are an innovative synthetic biology and genomics company that has developed a scalable DNA synthesis platform to industrialize the engineering of biology. The core of our platform is a proprietary technology that pioneers a new method of manufacturing synthetic DNA by “writing” DNA on a silicon chip. We have miniaturized traditional chemical DNA synthesis reactions to write over one million short pieces of DNA on each silicon chip, approximately the size of a large mobile phone. We have combined this technology with proprietary software, scalable commercial infrastructure, and an e-commerce platform to create an integrated technology platform that enables us to achieve high levels of quality, precision, automation, and manufacturing throughput at a significantly lower cost than our competitors. We are leveraging our unique technology to manufacture a broad range of synthetic DNA based products, including synthetic genes, tools for next-generation sample preparation, and antibody libraries for drug discovery and development.

Additionally, we believe our platform will enable new value-added opportunities, such as discovery partnerships for biologic drugs, and will enable new applications for synthetic DNA, such as digital data storage. We sell our synthetic DNA and synthetic DNA-based products to a customer base of approximately 3,450 customers annually across a broad range of industries.

We launched the first application of our platform, synthetic genes and oligo pools, in April 2016 to disrupt the gene synthesis market and make legacy DNA synthesis methods obsolete.

We have grown rapidly and generated revenues of $71.5 million and $54.2 million in the three months ended December 31, 2023 and 2022, respectively, while incurring net losses of $43.0 million and $41.8 million for the three months ended December 31, 2023 and 2022, respectively. Since our inception, we have incurred significant operating losses and have accumulated net deficit of $1,076.2 million. To support our growth, we have resized our number of employees and increased investment in our manufacturing capabilities. Our ability to generate product revenue sufficient to achieve profitability will depend heavily on the success of our existing products and the development and commercialization of additional products in the synthetic biology, biologic drug and data storage industries, including our Express Genes product which we launched in the fall of 2023, as well as leveraging our investment in our manufacturing facility near Portland, Oregon.

For the three months ended December 31, 2023 and 2022, we served approximately 2,140 and 2,060 customers, respectively.

Highlights from three months ended December 31, 2023 compared with three months ended December 31, 2022 include:

•Revenue growth of 32% to $71.5 million from $54.2 million, primarily due to order growth in NGS tools, synthetic genes and DNA libraries; and

•the number of our genes shipped increasing from 134,000 in 2022 to 171,000.

We have built a scalable commercial platform that enables us to reach a diverse customer base in a variety of industries including industrial chemicals/materials, academic research, healthcare, food, agriculture and data storage. To address this diverse customer base, we have employed a multichannel strategy comprised of a direct sales force targeting synthetic DNA customers, international distributors, and an e-commerce platform. Launched in fiscal 2018, our e-commerce platform allows customers to design, validate and place on-demand orders of customized DNA online. This is a key component of our strategy to address and support our diverse and growing customer base, as well as support commercial productivity, enhance the customer experience, and promote loyalty.

Financial overview

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The following table summarizes certain selected historical financial results:


	Three months ended
	December 31,
(in thousands)	2023		2022
Revenues	$	71,498	$	54,243
Loss from operations	(46,977)		(44,630)
Net loss attributable to common stockholders	(43,008)		(41,824)

Revenues

We generate revenue from sales of synthetic genes, oligo pools, NGS tools, DNA libraries and antibody discovery services. Our ability to increase our revenues will depend on our ability to further penetrate the domestic and international markets, generate sales through our direct sales force, distributors and over time from our e-commerce digital platform and launch new products.

Revenues by geography

We have one reportable segment from the sale of synthetic DNA products. The following table shows our revenues by geography, based on our customers’ shipping addresses. Americas consists of United States, Canada, Mexico and South America; EMEA consists of Europe, Middle East and Africa; and APAC consists of Japan, China, South Korea, India, Singapore, Malaysia and Australia.


	Three months ended December 31,
(in thousands, except percentages)	2023		%		2022		%
Americas	$	43,959	61	%	$	33,646	62	%
EMEA	21,220		30	%	16,331		30	%
APAC	6,319		9	%	4,266		8	%
Total revenues	$	71,498	100	%	$	54,243	100	%

Revenues by product

The table below sets forth revenues by product:


	Three months ended December 31,
(in thousands, except percentages)	2023		%		2022		%
Synthetic genes	$	19,726	28	%	$	16,175	30	%
Oligo pools	4,189		6	%	3,699		7	%
DNA libraries	2,939		4	%	1,836		3	%
Antibody discovery	5,226		7	%	8,171		15	%
NGS tools	39,418		55	%	24,362		45	%
Total revenues	$	71,498	100	%	$	54,243	100	%

Revenues by industry

The table below sets forth revenues by industry:

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	Three months ended December 31,
(in thousands, except percentages)	2023		%		2022		%
Industrial chemicals/materials	$	16,277	25	%	$	13,575	25	%
Academic research	13,773		19	%	10,015		19	%
Healthcare	40,881		55	%	30,013		55	%
Food/agriculture	567		1	%	640		1	%
Total revenues	$	71,498	100	%	$	54,243	100	%

Product shipments including synthetic genes

Shipments of all products and number of genes shipped in the three months ended December 31, 2023, September 30, 2023, June 30, 2023, March 31, 2023, December 31, 2022, September 30, 2022, June 30, 2022, and March 31, 2022 were as follows:


	Three months ended
	December 31,	September 30,	June 30,	March 31,	December 31,	September 30,	June 30,	March 31,
(in thousands)	2023	2023	2023	2023	2022	2022	2022	2022
Number of genes shipped	171	177	171	152	134	146	163	124
Number of shipments	18	17	17	15	14(1)	20	15	14

(1) Previously reported number of shipments have been updated to conform to the current period presentation.

Comparison of the three months ended December 31, 2023 and 2022

Revenues


	Three months ended December 31,
(in thousands, except percentages)	2023		2022		Change		%
Revenues	$	71,498	$	54,243	$	17,255	32	%

In the three months ended December 31, 2023, revenues increased to $71.5 million from $54.2 million in the three months ended December 31, 2022. The increase in revenue reflects growth in NGS tools revenue of $15.1 million, growth in synthetic genes revenue of $3.6 million and growth in DNA libraries revenue of $1.1 million, partially offset by a decrease in revenue from antibody discovery of $2.9 million. The growth in NGS tools revenue is primarily attributable to an increase in revenue from our top customers and the adoption of our products by a larger customer base within industrial chemicals/materials, healthcare and academic research industries. Our synthetic genes revenue grew mainly from our top customers and growth in the industrial chemicals/material, healthcare and academic research industries, as well as an improved turnaround time. In the three months ended December 31, 2023, we shipped approximately 171,000 genes compared to approximately 134,000 genes in the three months ended December 31, 2022, an increase of 28%. Changes in our synthetic gene pricing, while favorable, had a minimal impact on our results of operations period-over-period. Our DNA libraries revenue grew mainly due to an increase in customers in the academic research and healthcare industries. Our antibody discovery revenue decreased primarily due to a reduction in orders as we rebuilt our commercial team in late 2023 as a result of internal integration challenges.

Cost of revenues


	Three months ended December 31,
(in thousands, except percentages)	2023		2022		Change		%
Cost of revenues	$	42,536	$	29,442	$	13,094	44	%

In the three months ended December 31, 2023, cost of revenues increased to $42.5 million from $29.4 million in the three months ended December 31, 2022. The increase was attributable to an increase in material costs of $7.4 million due to higher volume and increase in depreciation and amortization expense of $2.6 million primarily due to the capital

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investment to an increase capacity by building out our new manufacturing facility located in Wilsonville, Oregon. The remaining increase was attributable to increase in personnel costs, including stock-based compensation of $2.2 million, which included savings related to the 2023 restructuring plan and increase in facilities costs of $0.3 million and increase in outside services of $0.6 million.

Research and development expenses


	Three months ended December 31,
(in thousands, except percentages)	2023		2022		Change		%
Research and development	$	23,099	$	31,242	$	(8,143)	(26)	%

In the three months ended December 31, 2023, research and development expenses decreased to $23.1 million from $31.2 million in the three months ended December 31, 2022. The decrease is primarily due to decreases in personnel costs of $4.0 million, stock-based compensation of $1.6 million as a result of reduction of personnel, lab supplies of $2.2 million, facilities costs of $0.3 million, and depreciation of $0.2 million.

Selling, general and administrative


	Three months ended December 31,
(in thousands, except percentages)	2023		2022		Change		%
Selling, general and administrative	$	52,840	$	42,324	$	10,516	25	%

In the three months ended December 31, 2023, selling, general and administrative expenses increased to $52.8 million from $42.3 million in the three months ended December 31, 2022. The increase is primarily attributable to higher stock-based compensation of $15.2 million due to the reversal of stock-based compensation in the first quarter of 2023 because of employee stock forfeitures related to an acquisition performance condition not being met. Further, the increase was attributable to an increase in personnel costs of $2.7 million, outside services of $1.2 million and IT-related service costs of $1.0 million. These increases were partially offset by a decrease in pre-commercialization costs for the Wilsonville manufacturing facility of $11.8 million.

Change in fair value of contingent consideration and holdbacks


	Three months ended December 31,
(in thousands, except percentages)	2023		2022		Change		%
Change in fair value of contingent consideration and holdbacks	$	—	$	(4,135)	$	4,135	(100)	%

In the three months ended December 31, 2022, we recognized a change in fair value of the contingent consideration and holdbacks of $3.7 million and $0.4 million related to the acquisitions of Abveris and iGenomX, primarily as a result of not achieving Abveris revenue target of calendar year 2022 and a change in fair value of our stock price as of December 31, 2022.

Interest and other income (expense), net


	Three months ended December 31,
(in thousands, except percentages)	2023		2022		Change		%
Interest income	$	4,120	$	3,040	$	1,080	36	%
Interest expense	—		(1)		1		(100)	%
Other expense	(31)		(157)		126		(80)	%
Total interest and other income (expense), net	$	4,089	$	2,882	$	1,207	42	%

In the three months ended December 31, 2023, interest income was $4.1 million compared to $3.0 million in the three months ended December 31, 2022, resulting from increased interest rates on our short-term investments.

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Income tax (provision) / benefit


	Three months ended December 31,
(in thousands, except percentages)	2023		2022		Change		%
Income tax (provision) / benefit	$	(120)	$	(76)	$	(44)	58	%

We recorded an income tax provision of $0.1 million and $0.1 million in the three months ended December 31, 2023 and December 31, 2022, respectively.

Liquidity and capital resources

Sources of liquidity

To date, we have financed our operations principally through public equity raises, private placements of our convertible preferred stock, borrowings from credit facilities and revenue from our commercial operations.

Since our inception on February 4, 2013 and through December 31, 2023, we have received an aggregate of $1,333.7 million in net proceeds from the issuance of equity securities in public offerings and an aggregate of $13.8 million from debt issuances. At December 31, 2023, we had a balance of $266.3 million of cash and cash equivalents and $44.9 million in short-term investments.

Operating capital requirements

Our primary uses of capital are, and we expect will continue to be for the near future, compensation and related expenses, manufacturing costs, laboratory and related supplies, legal and other regulatory expenses and general overhead costs and the capital expenditures for our facility expansion including our manufacturing facility located in Wilsonville, Oregon. We had $1.5 million in commitments for capital expenditures as of December 31, 2023.

Cash flows

The following table summarizes our sources and uses of cash and cash equivalents:


	Three months ended December 31,
(in thousands)	2023		2022
Net cash used in operating activities	$	(22,973)	$	(54,070)
Net cash provided by (used in) investing activities	4,165		(6,971)
Net cash used in financing activities	(1,473)		(395)

Operating activities

Net cash used in operating activities was $23.0 million in the three months ended December 31, 2023 and consisted primarily of a net loss of $43.0 million adjusted for non-cash items including depreciation and amortization expenses of $8.2 million, stock-based compensation expense of $11.0 million, non-cash lease expense of $0.2 million and a net change in operating assets and liabilities of $0.5 million. The change in operating assets and liabilities was mainly due to a decrease in accounts receivable of $8.1 million, inventories of $1.2 million, other non-current assets of $0.3 million and accrued expenses of $2.9 million, offset by an increase in prepaid expenses of $1.1 million, accounts payable of $4.2 million, accrued compensation of $5.1 million and other liabilities of $1.5 million.

Net cash used in operating activities was $54.1 million in the three months ended December 31, 2022 and consisted primarily of a net loss of $41.8 million adjusted for non-cash items including depreciation and amortization expenses of $5.3 million, stock-based compensation expense of $2.3 million, non-cash lease expense of $0.3 million, change in fair value of contingent consideration and holdbacks of $4.1 million, and a net change in operating assets and liabilities of $11.6 million. The change in operating assets and liabilities was mainly due to an increase in accounts receivable of $4.1

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million, inventories of $5.3 million, prepaid expenses of $1.2 million and accounts payable of $3.3 million offset by a decrease in other non-current assets of $0.5 million, accrued compensation of $3.7 million and accrued expenses of $1.3 million.

Investing activities

In the three months ended December 31, 2023, our investing activities provided net cash of $4.2 million, which was comprised of the proceeds from the net impact of purchases and maturity of investments of $5.7 million, offset by the purchases of laboratory property, equipment and computers of $1.5 million.

In the three months ended December 31, 2022, our investing activities used net cash of $7.0 million. The use of net cash resulted primarily from the net impact of purchases, sale and maturity of investments of $4.9 million and purchases of laboratory property, equipment and computers of $11.8 million.

Financing activities

Net cash used in financing activities was $1.5 million in the three months ended December 31, 2023, which consisted of $2.4 million in repurchases of common stock for income tax withholdings, offset by $1.0 million from the exercise of stock options.

Net cash used in financing activities was $0.4 million in the three months ended December 31, 2022, which consisted of $0.6 million from the exercise of stock options, offset by $1.0 million in repurchases of common stock for income tax withholdings.

Off-balance sheet arrangements

We do not have any off-balance sheet arrangements.

Contractual obligations and other commitments

Our contractual obligations have not materially changed from those reported in our Annual Report on Form 10-K.

Critical accounting policies and significant management estimates

The preparation of our Condensed Consolidated Financial Statements in accordance with generally accepted accounting principles in the United States of America requires management to make estimates and judgments that affect the reported amounts in the financial statements and related disclosures. On an ongoing basis, we evaluate our significant accounting policies and estimates. We base our estimates on historical experience and on various market-specific and other relevant assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Estimates are assessed each period and updated to reflect current information. Actual results may differ significantly from these estimates. A summary of our critical accounting policies and estimates is presented in Part II, Item 7 of our Annual Report on Form 10-K for the year ended September 30, 2023. There were no material changes to our critical accounting policies and estimates during the three months ended December 31, 2023.

Recent issued accounting pronouncements

For a description of accounting changes and recent accounting pronouncements, including the expected dates of adoption and estimated effects, if any, on our condensed consolidated financial statements, see Note 2, “Summary of significant accounting policies” in Item 1 of Part I of this Quarterly Report on Form 10-Q.

Item 3. Quantitative and qualitative disclosures about market risk

Interest rate sensitivity

We are exposed to market risk related to changes in interest rates. We had cash, cash equivalents, and marketable securities of $311.1 million and $336.4 million as of December 31, 2023 and September 30, 2023, respectively, which consisted primarily of money market funds and marketable securities, largely composed of investment grade, short to intermediate term fixed income securities.

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The primary objective of our investment activities is to preserve capital to fund our operations. We also seek to maximize income from our investments without assuming significant risk. To achieve our objectives, we maintain a portfolio of investments in a variety of securities of high credit quality and short-term duration, according to our board-approved investment policy. Our investments are subject to interest rate risk and could fall in value if market interest rates increase. A hypothetical 10% relative change in interest rates during any of the periods presented would not have a material impact on our condensed consolidated financial statements.

Foreign currency sensitivity

The majority of our transactions occur in U.S. dollars. However, we do have certain transactions that are denominated in currencies other than the U.S. dollar, primarily the Euro, Chinese Yuan, and British Pound, and we therefore are subject to foreign exchange risk. The fluctuation in the value of the U.S. dollar against other currencies affects the reported amounts of expenses, assets and liabilities primarily associated with a limited number of manufacturing activities.

We do not use derivative financial instruments for speculative trading purposes, nor do we hedge foreign currency exchange rate exposure in a manner that entirely offsets the effects of changes in foreign currency exchange rates. The counterparties to these forward foreign currency exchange contracts are creditworthy multinational commercial banks, which minimizes the risk of counterparty nonperformance. We regularly review our exposure and may, as part of this review, make changes to it.

Inflation risk

While we have experienced increased operating costs in recent periods, which we believe are due in part to the recent growth in inflation, we do not believe that inflation has had a material effect on our business, financial condition or results of operations. If our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could adversely affect our business, financial condition and results of operations.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of our disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of December 31, 2023, which is the end of the period covered by this Quarterly Report. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures to ensure that information required to be disclosed by the Company in reports we file or submit under the Exchange Act is (i) recorded, processed, summarized, evaluated and reported, as applicable, within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures were not effective as of December 31, 2023 due to the material weakness in internal control over financial reporting described in Part II, Item 9A of the Annual Report on Form 10-K for the fiscal year ended September 30, 2023.

Notwithstanding the material weakness, the Company performed additional analysis and other post-closing procedures to determine its condensed consolidated financial statements are prepared in accordance with generally accepted accounting principles. Accordingly, management believes that the unaudited condensed consolidated financial statements contained in this Quarterly Report on Form 10-Q fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented in conformity with accounting principles generally accepted in the United States of America.

Because of the inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Previously Identified Material Weaknesses

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of annual or interim financial statements would not be prevented or detected on a timely basis.

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Refer to the management report on internal control over financial reporting in Part II, Item 9A of our Annual Report on Form 10-K for a discussion of the material weakness existing as of September 30, 2023, which continued to exist as of December 31, 2023.

Remediation Plan of Material Weaknesses

As previously described in Part II, Item 9A of our Annual Report on Form 10-K, we are continuing to enhance our overall control environment and are devoting substantial effort by enhancing our manual and automated controls to remediate the identified material weakness. For a more comprehensive discussion of the remedial measures which are being undertaken to address these material weaknesses, or the Remediation Plan, refer to Part II, Item 9A, “Remediation of Material Weaknesses,” of our Annual Report on Form 10-K.

Additional changes and improvements may be identified and adopted as we continue to evaluate and implement our Remediation Plan. These material weaknesses will not be considered remediated until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that the enhanced control is operating effectively.

Changes in Internal Control over Financial Reporting

Except for actions taken under the Remediation Plan described above, there were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended December 31, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. Other information

Item 1. Legal proceedings

For a description of material pending legal proceedings, see Note 6 “Commitments and Contingencies - Legal Matters” of the Notes to Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q, which is incorporated herein by reference. In addition, we are subject to various legal proceedings and claims arising in the ordinary course of business. Although occasional adverse decisions or settlements may occur, management believes that the final disposition of such matters will not have a material adverse effect on our business, financial position, results of operations or cash flows.

Item 1A. Risk factors

In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the risk factors and other cautionary statements described under the heading “Item 1A. Risk Factors” included in our Annual Report on Form 10-K filed with the SEC on November 21, 2023 and this Quarterly Report on Form 10-Q, which could materially affect our business, financial condition or future results. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition or future results. There have been no material changes in our risk factors from those described in our Annual Report on Form 10-K, other than the updates to the risk factors set forth below. We may disclose changes to risk factors or additional risk factors from time to time in our future filings with the SEC.

Risks related to our business

Our manufacturing operations in the United States currently depend primarily on our Wilsonville facility. If this facility is destroyed or we experience any manufacturing difficulties, disruptions, or delays, this could limit supply of our product or adversely affect our ability to sell products or conduct our clinical trials, and our business would be adversely impacted.

Although a portion of our manufacturing still takes place at our headquarters in South San Francisco, California, we depend primarily on our manufacturing facility in Wilsonville, Oregon. For example, we have consolidated synthetic biology production in Wilsonville, and our Express Genes product is manufactured solely in Wilsonville. Any manufacturing difficulties at our Wilsonville facility could result in turnaround time delays. If regulatory, manufacturing, or other problems require us to discontinue production at our Wilsonville facility, we will not be able to manufacture our synthetic genes, oligo pools or selected NGS products or create our DNA libraries, which would adversely impact our business. If this facility or the equipment in it is significantly damaged, destroyed, or affected by fire, flood, power loss, or similar events, or is shut down for health and safety reasons, including public health emergencies, severe weather, or other reasons, we may not be able to quickly or inexpensively replace our manufacturing capacity or replace the facility at all. In the event of a temporary or protracted loss of this facility or equipment, we might not be able to transfer manufacturing to another third party. Even if we could transfer manufacturing from one facility to another, the shift would likely be

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expensive and time-consuming, particularly if we were to maintain the current manufacturing standards procedures at such alternative facility.

Natural disasters, public health crises, political crises, severe weather events, and other catastrophic events or other events outside of our control may damage our facilities or the facilities of third parties on which we depend and could impact our ability to sell products.

Our headquarters in South San Francisco, California is located near known earthquake fault zones and is vulnerable to damage from earthquakes. Our primary manufacturing facility in Wilsonville, Oregon is vulnerable to extreme heat, wildfires, and severe weather events, all of which may be further exacerbated by the effects of climate change, as well as damage from earthquakes. An earthquake or other natural disaster or power shortages or outages could disrupt operations or impair critical systems at our headquarters or at any of our other facilities throughout the world. We, our suppliers, third-party service providers and customers are vulnerable to damage from natural disasters, including fire, floods or monsoons, power loss, communications failures, public health crises, such as pandemics and epidemics, political crises, such as terrorism, war, political instability or other conflict and similar events. If any disaster were to occur, our ability to operate our business at any of our facilities could be seriously, or potentially completely, impaired. In addition, the nature of our activities could cause significant delays in our research programs and commercial activities and make it difficult for us to recover from a disaster. The insurance we maintain may not be adequate to cover our losses resulting from disasters or other business interruptions. Accordingly, an earthquake or other disaster could materially and adversely harm our ability to conduct business. Furthermore, our in vivo antibody discovery services involve mice. In the past, vivarium sites have been shut down by animal activists, and any disturbance or shut down at the site where our in vivo antibody discovery work is being conducted could disrupt our business operations or harm our reputation.

Delivery of our products could be delayed or disrupted by factors beyond our control, and we could lose customers as a result.

We rely on third-party carriers for the timely delivery of our products. As a result, we are subject to carrier disruptions and increased costs that are beyond our control, including travel restrictions, employee strikes, inclement weather, delays due to public health emergencies, and increased fuel costs. For example, in the past we have experienced shipment delays due to flight cancellations caused by inclement weather. Any failure to deliver products to our customers in a timely and accurate manner may damage our reputation and brand and could cause us to lose customers. If our relationship with any of these third-party carriers is terminated or impaired or if any of these third parties are unable to deliver our products, the delivery and acceptance of our products by our customers may be delayed which could harm our business and financial results. The failure to deliver our products in a timely manner may harm our relationship with our customers, increase our costs and otherwise disrupt our operations.

Risks related to our intellectual property

Our ability to protect our intellectual property and proprietary technology through patents and other means is uncertain.

Our commercial success depends in part on our ability to protect our intellectual property and proprietary technologies. We rely on patent protection, where appropriate and available, as well as a combination of copyright, trade secret and trademark laws, and nondisclosure, confidentiality and other contractual restrictions to protect our proprietary technology. However, these legal means afford only limited protection and may not adequately protect our rights or permit us to gain or keep any competitive advantage.

Worldwide, we own or exclusively in-license over 50 issued or allowed patents and more than 400 pending patent applications as of September 30, 2023. In addition to these owned and exclusively licensed patents and pending patent applications, we also license patents on a non-exclusive and/or territory restricted basis. Our intellectual property portfolio includes important patents and patent applications directed to DNA synthesis, Next Generation Sequencing, antibody libraries, and DNA data storage.

Several patent applications covering our technologies have been filed recently. We cannot offer any assurances about which, if any, patents will issue, the breadth of any such patent, or whether any issued patents will be found invalid and unenforceable or will be threatened by third parties. Any successful opposition to these patents or any other patents owned by or, if applicable in the future, licensed to us could deprive us of rights necessary for the practice of our technologies or the successful commercialization of products that we may develop. Since patent applications in the United States and most other countries are confidential for a period of time after filing, we cannot be certain that we were the first to file any patent application related to our technologies or products. Furthermore, an interference proceeding can be provoked by a third party or instituted by the U.S. Patent and Trademark Office ("USPTO"), or the European Patent Office ("EPO"), to determine who was the first to invent any of the subject matter covered by the patent claims of our applications. For example, on March 3, 2021, our European Patent No. 3030682 which relates to polynucleotide synthesis was opposed by

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an anonymous third party. An initial decision to revoke the patent was issued on November 29, 2022, which will not become final until all appeals are exhausted. We believe the EPO's decision relating to the original claims is erroneous and we appealed the EPO’s decision on January 27, 2023. The opponent filed a reply to the appeal on August 2, 2023, and the appeal remains pending. We continue to prosecute related pending European applications.

Patent law can be highly uncertain and involve complex legal and factual questions for which important principles remain unresolved. In the United States and in many international jurisdictions, policy regarding the breadth of claims allowed in patents can be inconsistent. The U.S. Supreme Court and the Court of Appeals for the Federal Circuit have made, and will likely continue to make, changes in how the patent laws of the United States are interpreted. Similarly, international courts have made, and will likely continue to make, changes in how the patent laws in their respective jurisdictions are interpreted. We cannot predict future changes in the interpretation of patent laws or changes to patent laws that might be enacted into law by U.S. and international legislative bodies.

Item 2. Unregistered sales of equity securities and use of proceeds

Sales of unregistered securities

None.

Item 3. Defaults upon senior securities

None.

Item 4. Mine safety disclosures

Not applicable.

Item 5. Other information

Rule 10b5-1 Trading Plans

During the fiscal quarter ended December 31, 2023, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) informed us of the adoption or termination of a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (both as defined in Item 408(a) of Regulation S-K).

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›Item 6. Exhibits

Exhibit

Number

Description

Filed / Furnished /

Incorporated from

Form

31.1

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, Rule 13(a)-14(a)/15d-14(a), by Chief Executive Officer.

Filed herewith

31.2

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, Rule 13(a)-14(a)/15d-14(a), by Chief Financial Officer.

Filed herewith

32.1†

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Chief Executive Officer.

Furnished herewith

32.2†

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, by Chief Financial Officer.

Furnished herewith

10.1*

Employment Agreement dated December 18, 2023 between Twist Bioscience Corporation and Adam Laponis.

Filed herewith

101

The following materials from Twist Bioscience Corporation’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2023, formatted in iXBRL (inline eXtensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations and Comprehensive Loss, (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Stockholders’ Equity, (v) the Condensed Consolidated Statements of Cash Flows, and (vi) Notes to Unaudited Condensed Consolidated Financial Statements, tagged as blocks of text.

Filed herewith

104

The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2023, formatted in Inline XBRL (included in Exhibit 101).

Filed herewith


*			Management contract or compensatory plan or arrangement.
†			The certifications attached as Exhibits 32.1 and 32.2 that accompany this Quarterly Report on Form 10-Q are not deemed filed with the SEC and are not to be incorporated by reference into any filing of Twist Bioscience Corporation under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report on Form 10-Q, regardless of any general incorporation language contained in any filing.

Table of Contents

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 thereunto duly authorized.


February 2, 2024	Twist Bioscience Corporation

	By:	/s/ Adam Laponis
		Adam Laponis
		Chief Financial Officer
		(Authorized officer)

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Twist Bioscience (TWST) 10-Q2024 Q1 Quarterly report

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