PROCEPT BioRobotics PRCT
Procept BioRobotics reported a net loss of $26.52 million
- Form
- 10-Q
- Filed
- Importance
- Notable
- Accession
- 0001588978-26-000039
- Revenue: $98.29 million for the three months ended Sep 30, 2026
- Net loss: $26.52 million for the three months ended Sep 30, 2026
- Cash and equivalents: $218.37 million at Sep 30, 2026
Written from the 10-Q on EDGAR. AI can make mistakes. Check the filing.
What changed
12 changes since the June 2026 10-Q
Compared with the 10-Q 0001588978-26-000030, filed Aug 5, 2026.
New legal mention
The information included under "Legal Contingencies" in Note 11 to the Condensed Consolidated Financial Statements (Unaudited) included in Part I, Item 1 of this Quarterly Report is incorporated herein by reference.
From the filings
Now
The information included under "Legal Contingencies" in Note 11 to the Condensed Consolidated Financial Statements (Unaudited) included in Part I, Item 1 of this Quarterly Report is incorporated herein by reference.New legal mention
On September 15, 2026, a shareholder derivative action was filed in the U.S. District Court for the Northern District of California, captioned Chen v. Zadno, et al ., No. 5:26-cv-10492 (the "Derivative Action" and…
From the filings
Now
On September 15, 2026, a shareholder derivative action was filed in the U.S. District Court for the Northern District of California, captioned Chen v. Zadno, et al ., No. 5:26-cv-10492 (the "Derivative Action" and, together with the Securities Class Action, the "Litigation").New legal mention
The Derivative Action complaint names certain current and former executive officers and members of our Board of Directors as defendants and names the Company as a nominal defendant.
From the filings
Now
The Derivative Action complaint names certain current and former executive officers and members of our Board of Directors as defendants and names the Company as a nominal defendant.New legal mention
The complaint arises from substantially similar underlying allegations as the Securities Class Action and asserts claims for violations of Section 14(a) of the Exchange Act, breaches of fiduciary duty and related…
From the filings
Now
The complaint arises from substantially similar underlying allegations as the Securities Class Action and asserts claims for violations of Section 14(a) of the Exchange Act, breaches of fiduciary duty and related state-law claims, and contribution under Sections 10(b) and 21D of the Exchange Act.New legal mention
The plaintiff seeks, among other relief, unspecified damages and restitution on behalf of the Company, corporate governance reforms, and attorneys' and experts' fees and expenses.
From the filings
Now
The plaintiff seeks, among other relief, unspecified damages and restitution on behalf of the Company, corporate governance reforms, and attorneys' and experts' fees and expenses.Cash down 4.2% from Jun 30
$218M, was $228M.
From the filings
Before
$228MNow
$218MRevenue up 4% from Jun 30
$98.3M, was $94.5M.
From the filings
Before
$94.5MNow
$98.3MEPS up 2.1% from Jun 30
−$0.46, was −$0.47.
From the filings
Before
−$0.47Now
−$0.46Net income up 1.3% from Jun 30
−$26.5M, was −$26.9M.
From the filings
Before
−$26.9MNow
−$26.5MComparison of Three and Nine Months Ended September 30, 2026 and 2025 (in thousands, except percentages)
New paragraph in MD&A.
From the filings
Now
Comparison of Three and Nine Months Ended September 30, 2026 and 2025 (in thousands, except percentages)Gross margin increased to 66% during the three months ended September 30, 2026, compared to 65% for the…
Adds "September"; drops "June".
From the filings
Before
Gross margin increased to 66% during the three months ended June 30, 2026, compared to 65% for the three months ended June 30, 2025, and remained flat at 65% during the six months ended June 30, 2026, compared to the six months ended June 30, 2025. The year over year increase in gross margin was primarily attributable to a one-time tariff refund of $2.9 million, partially offset by increases in overhead absorption, warranty replacements and excess and obsolete reserves.Now
Gross margin increased to 66% during the three months ended September 30, 2026, compared to 65% for the three months ended September 30, 2025, and increased to 66% during the nine months ended September 30, 2026, compared to 65% for the nine months ended September 30, 2025. The year over year increase in gross margin was primarily attributable to tariff refunds of $3.2 million.In September 2026, we entered into a third amendment to the loan and security agreement, which extended the…
New paragraph in MD&A.
From the filings
Now
In September 2026, we entered into a third amendment to the loan and security agreement, which extended the maturity date of Term Loan Facility by 12 months, from October 1, 2027 to October 1, 2028.
Show the redline
Section by section. Added words and removed words against the earlier filing.
Cover page 5 changes
3 unchanged paragraphs
For the quarterly period ended June September 30, 2026
13 unchanged paragraphs
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted 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 and post 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", and "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
5 unchanged paragraphs
The registrant had outstanding 57,273,659 57,536,121 shares of common stock as of July 31, October 29, 2026.
2 unchanged paragraphs
For the Quarter Ended June September 30, 2026
1 unchanged paragraph
Forward-looking statements 82 changes
6 unchanged paragraphs
Inventory 77,061 70,694
June September 30, December 31,
Cash and cash equivalents $ 227,914 218,369 $ 286,503
Accounts receivable, net 107,606 105,030 83,533
Inventory 81,410 70,694
Prepaid expenses and other current assets 7,704 9,381 9,648
Total current assets 420,285 414,190 450,378
1 unchanged paragraph
Other assets 6,853 6,019
Total assets $ 479,352 $ 508,081
Property and equipment, net 31,832 30,165 30,399
Operating lease right-of-use assets, net 16,773 16,373 17,538
Intangible assets, net 571 502 709
Other assets 9,491 6,019
Total assets $ 473,759 $ 508,081
2 unchanged paragraphs
Accounts payable $ 15,069 $ 17,285
Accrued compensation 20,443 23,175
Deferred revenue 14,088 13,048
Total liabilities 139,282 142,211
Accounts payable $ 16,721 $ 17,285
Accrued compensation 25,976 23,175
Deferred revenue 15,636 13,048
Operating lease, current 2,505 2,655 2,214
Other current liabilities 12,091 9,365 10,073
Total current liabilities 64,196 70,353 65,795
Long-term debt 51,715 51,767 51,615
Operating lease, non-current 23,280 22,570 24,654
Other non-current liabilities 91 161 147
Total liabilities 144,851 142,211
3 unchanged paragraphs
Authorized shares: 10,000 at June September 30, 2026 and December 31, 2025
Issued and outstanding shares: none at June September 30, 2026 and December 31, 2025
1 unchanged paragraph
Accumulated deficit ( 700,056 ) ( 641,557 )
Authorized shares: 300,000 at June September 30, 2026 and December 31, 2025
Issued and outstanding shares: 57,247 57,439 and 56,323 at June September 30, 2026 and December 31, 2025, respectively
Additional paid-in capital 1,040,104 1,055,475 1,007,390
Accumulated other comprehensive gain (loss) 22 5 37
Accumulated deficit ( 726,572 ) ( 641,557 )
Total stockholders' equity 340,070 328,908 365,870
Total liabilities and stockholders' equity $ 479,352 473,759 $ 508,081
3 unchanged paragraphs
Three Months Ended June 30, Six Months Ended June 30,
Revenue $ 94,498 $ 79,182 $ 177,631 $ 148,344
Cost of sales 32,119 27,436 61,304 52,437
Gross profit 62,379 51,746 116,327 95,907
Research and development 20,101 17,632 41,567 34,034
Selling, general and administrative 69,668 56,303 134,756 111,499
Total operating expenses 89,769 73,935 176,323 145,533
Loss from operations ( 27,390 ) ( 22,189 ) ( 59,996 ) ( 49,626 )
Interest expense ( 842 ) ( 895 ) ( 1,660 ) ( 1,773 )
Three Months Ended September 30, Nine Months Ended September 30,
Revenue $ 98,291 $ 83,327 $ 275,922 $ 231,671
Cost of sales 33,143 29,321 94,447 81,758
Gross profit 65,148 54,006 181,475 149,913
Research and development 20,011 18,187 61,578 52,221
Selling, general and administrative 72,513 59,011 207,269 170,510
Total operating expenses 92,524 77,198 268,847 222,731
Loss from operations ( 27,376 ) ( 23,192 ) ( 87,372 ) ( 72,818 )
Interest expense ( 856 ) ( 919 ) ( 2,516 ) ( 2,692 )
1 unchanged paragraph
Loss before provision for income taxes ( 26,767 ) ( 19,442 ) ( 58,448 ) ( 44,227 )
Provision for income taxes 94 136 51 89
Net loss $ ( 26,861 ) $ ( 19,578 ) $ ( 58,499 ) $ ( 44,316 )
Loss before income taxes ( 26,574 ) ( 21,377 ) ( 85,022 ) ( 65,605 )
Provision for (benefit from) income taxes ( 58 ) 34 ( 7 ) 122
Net loss $ ( 26,516 ) $ ( 21,411 ) $ ( 85,015 ) $ ( 65,727 )
Net loss per share, basic and diluted $ ( 0.47 0.46 ) $ ( 0.35 0.38 ) $ ( 1.03 1.49 ) $ ( 0.80 1.19 )
2 unchanged paragraphs
common shareholders, basic and diluted 57,067 55,445 56,790 55,182
common shareholders, basic and diluted 57,326 55,727 56,971 55,366
1 unchanged paragraph
Foreign currency translation adjustment 41 ( 367 ) ( 15 ) ( 258 )
Comprehensive loss $ ( 26,820 ) $ ( 19,945 ) $ ( 58,514 ) $ ( 44,574 )
Foreign currency translation adjustment ( 17 ) 186 ( 32 ) ( 72 )
Comprehensive loss $ ( 26,533 ) $ ( 21,225 ) $ ( 85,047 ) $ ( 65,799 )
16 unchanged paragraphs
Issuance of common stock under stock plans 192 — 100 — — 100
Stock-based compensation expense — — 15,271 — — 15,271
Foreign currency translation adjustment — — — ( 17 ) — ( 17 )
Net loss — — — — ( 26,516 ) ( 26,516 )
Balance at September 30, 2026 57,439 $ — $ 1,055,475 $ 5 $ ( 726,572 ) $ 328,908
13 unchanged paragraphs
Issuance of common stock 293 — 1,078 — — 1,078
Stock-based compensation expense — — 14,627 — — 14,627
Foreign currency translation adjustment — — — 186 — 186
Net loss — — — — ( 21,411 ) ( 21,411 )
Balance at September 30, 2025 55,870 $ — $ 991,945 $ 42 $ ( 611,711 ) $ 380,276
3 unchanged paragraphs
Six Months Ended June 30,
21 unchanged paragraphs
11 unchanged paragraphs
and 2 more changes in the filing
Note 2: Summary of Significant Accounting Policies 2 changes
3 unchanged paragraphs
The accompanying balance sheet as of June September 30, 2026, the statements of operations and comprehensive loss for the three and nine months ended September 30, 2026 and 2025, the statements of cash flows for the three and six nine months ended June September 30, 2026 and 2025, and the statements of stockholders' equity as of June September 30, 2026 and 2025, are unaudited. The financial data and other information disclosed in these notes to the financial statements related to June September 30, 2026, and the three and six nine months ended June September 30, 2026 and 2025, are also unaudited. The accompanying balance sheet as of December 31, 2025 has been derived from the audited consolidated financial statements included in the Company's Annual Report on Form 10-K ("Annual Report") filed with the Securities and Exchange Commission.
The unaudited interim financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to a fair statement of the Company's financial position as of June September 30, 2026, and the results of its operations for the three and nine months ended September 30, 2026 and 2025, and its cash flows for the three and six nine months ended June September 30, 2026 and 2025. The results for the three and six nine months ended June September 30, 2026, are not necessarily indicative of results to be expected for the year ending December 31, 2026, or for any other interim period or for any future year and should be read in conjunction with the annual consolidated financial statements included in the Company's Annual Report.
6 unchanged paragraphs
Note 3: Fair Value Measurements 7 changes
1 unchanged paragraph
June September 30, 2026 December 31, 2025
2 unchanged paragraphs
Cash $ 6,292 — — $ 6,292 $ 11,417 — — $ 11,417
Cash equivalents 221,622 — — 221,622 275,086 — — 275,086
Cash $ 8,954 — — $ 8,954 $ 11,417 — — $ 11,417
Cash equivalents 209,415 — — 209,415 275,086 — — 275,086
Total cash and cash equivalents $ 227,914 218,369 $ — $ — $ 227,914 218,369 $ 286,503 $ — $ — $ 286,503
1 unchanged paragraph
The carrying value of the Company's long-term debt approximates fair value as the debt bears interest at variable SOFR rates at June September 30, 2026 and December 31, 2025, which is observable at commonly quoted intervals for the full term of the loan, and therefore, is considered a Level 2 item in the fair value hierarchy.
Note 4: Balance Sheet Components 18 changes
1 unchanged paragraph
June September 30, December 31,
2 unchanged paragraphs
Raw materials $ 19,492 $ 18,617
Finished goods 46,111 38,630
Total inventory $ 77,061 $ 70,694
June September 30, December 31,
Raw materials $ 17,318 $ 18,617
Work-in-process 11,458 11,435 13,447
Finished goods 52,657 38,630
Total inventory $ 81,410 $ 70,694
1 unchanged paragraph
Rental equipment 499 385
June September 30, December 31,
Manufacturing and computer equipment, and furniture and fixtures $ 27,042 26,826 $ 21,842
Laboratory equipment 6,626 6,662 3,590
Rental equipment 385 385
2 unchanged paragraphs
Total property and equipment 48,170 48,087 43,151
Less: accumulated depreciation and amortization ( 16,338 17,922 ) ( 12,752 )
Total property and equipment, net $ 31,832 30,165 $ 30,399
1 unchanged paragraph
June September 30, December 31,
1 unchanged paragraph
Note 5: Long-Term Debt 5 changes
1 unchanged paragraph
The Term Loan Facility is scheduled to mature on the fifth anniversary of the closing date October 1, 2028 (the "Maturity Date"). The Company has the option to prepay the Term Loan Facility without any prepayment charge or fee.
The loan borrowed under the Term Loan Facility bears interest at an annual rate equal to the secured overnight financing rate or SOFR (calculated based on an adjustment of .10 %, .15 % and .25 %, respectively, for one-month, three-month or six-month term SOFR as of a specified date, subject to a floor of 1.5 %) plus an applicable margin of 2.25 %. The weighted-average interest rate for the periods ended June September 30, 2026 and 2025 were 6.0 6.1 % and 6.6 6.7 %, respectively.
2 unchanged paragraphs
In September 2026, the Company entered into a third amendment to the Agreement which extended the maturity date of the Term Loan Facility by 12 months from October 1, 2027 to October 1, 2028.
Under the Agreement, if the Company maintains less than $ 100.0 million in available cash, then the Company is required to meet either one of two financial covenants: a minimum unrestricted cash covenant or a minimum revenue and growth covenant. If the Company maintains at least $ 100.0 million in available cash, then it is not required to meet such financial covenants. As of June September 30, 2026, the Company was in compliance with all debt covenants.
3 unchanged paragraphs
Present value of future payments $ 51,715 51,767
Note 6: Leases 14 changes
1 unchanged paragraph
Rent expense recognized under the lease, including additional rent charges for utilities, parking, maintenance, and real estate taxes, was $ 1.0 1.4 million and $ 1.5 1.8 million for the three months ended June September 30, 2026 and 2025, and $ 2.4 3.8 million and $ 3.1 4.9 million for the six nine months ended June September 30, 2026 and 2025.
1 unchanged paragraph
As of September 30, 2026
Total minimum payments 34,272 33,164
Less: amount representing interest ( 8,487 7,939 )
Present value of future payments 25,785 25,225
Less: current portion ( 2,505 2,655 )
Non-current portion $ 23,280 22,570
As of June September 30, 2026 and December 31, 2025, the Company's security deposit is in the form of, and recorded as, restricted cash.
1 unchanged paragraph
Contractual maturities of gross lease receivables as of June September 30, 2026 are as follows (in thousands):
2030 and thereafter 1,019 1,498
June September 30, December 31,
3 unchanged paragraphs
Three Months Ended June 30, Six Months Ended June 30,
Three Months Ended September 30, Nine Months Ended September 30,
2 unchanged paragraphs
June September 30, December 31,
1 unchanged paragraph
Note 7: Stock-Based Compensation 44 changes
1 unchanged paragraph
Three Months Ended June 30, Six Months Ended June 30,
Cost of sales $ 2,898 $ 2,229 $ 5,592 $ 4,416
Research and development 3,278 3,000 6,519 5,526
Selling, general and administrative 9,904 8,070 18,486 14,638
Total stock-based compensation $ 14,534 $ 12,163 $ 27,606 $ 22,271
Three Months Ended September 30, Nine Months Ended September 30,
Cost of sales $ 3,087 $ 2,380 $ 8,679 $ 6,796
Research and development 3,605 3,033 10,124 8,559
Selling, general and administrative 10,027 10,335 28,513 24,974
Stock-based compensation capitalized in inventory ( 1,546 1,639 ) ( 1,136 1,258 ) ( 2,991 4,630 ) ( 2,309 3,568 )
Total stock-based compensation $ 15,080 $ 14,490 $ 42,686 $ 36,761
The Company had 7.9 6.7 million shares available for grant as of June September 30, 2026 under the 2021 Equity Incentive Award Plan, or 2021 Plan.
A summary of the Company's stock option activity and related information are is as follows (options in thousands):
2 unchanged paragraphs
Exercised ( 95 ) 4.24
Exercisable 2,808 12.73
Exercised ( 120 ) 4.21
Forfeited ( 6 ) 5.47
Outstanding, end of period 3,724 18.22 3,934 18.55
Vested and expected to vest 3,724 18.22 3,934 18.55
Exercisable 2,912 13.97
As of June September 30, 2026 and December 31, 2025, the aggregate pre-tax intrinsic value of options outstanding and exercisable was $ 38.5 28.4 million and $ 61.0 million, respectively, and the aggregate pre-tax intrinsic value of options outstanding were $ 38.5 28.4 million and $ 61.0 million, respectively. The aggregate pre-tax intrinsic value of options exercised was $ 2.2 2.6 million and $ 16.5 24.1 million during the six nine months ended June September 30, 2026 and 2025, respectively.
As of June September 30, 2026, there was a total of $ 16.4 17.7 million of unrecognized stock-based compensation expense related to stock options.
1 unchanged paragraph
Three Months Ended June 30, Six Months Ended June 30,
Expected volatility 62 % 56 % 64 % 57 %
Three Months Ended September 30, Nine Months Ended September 30,
Expected life (years) 5.7 5.8 6.0 6.1 6.0 6.1
Expected volatility 64 % 57 % 64 % 57 %
Risk-free interest rate 3.9 % 4.1 4.5 % 3.8 % 4.0 4.1 % 3.9 %
1 unchanged paragraph
Weighted-average fair value $ 16.06 $ 33.46 $ 15.70 $ 34.48
Weighted-average fair value $ 13.77 $ 22.61 $ 14.95 $ 26.39
1 unchanged paragraph
A summary of the Company's restricted stock unit, or RSU, activity and related information are is as follows (RSUs in thousands):
2 unchanged paragraphs
Forfeited ( 242 ) 39.13
Vested ( 603 ) 48.65
Unvested, end of period 3,986 34.85
Forfeited ( 549 ) 36.28
Vested ( 770 ) 48.46
Unvested, end of period 4,736 31.10
As of June September 30, 2026, there was a total of $ 120.3 125.6 million of unrecognized stock-based compensation expense related to RSUs.
2 unchanged paragraphs
During the six nine months ended June September 30, 2026, the Company awarded PSU shares with both a performance and service condition. conditions.
A summary of the Company's PSU activity and related information are is as follows (PSUs in thousands):
4 unchanged paragraphs
As of June September 30, 2026, total unrecognized stock-based compensation related to unvested PSUs was $ 4.9 4.0 million.
1 unchanged paragraph
As of June September 30, 2026, there was approximately $ 3.3 2.3 million of unrecognized cost related to the Employee Stock Purchase Plan, or ESPP. This cost is expected to be recognized over a weighted average period of 0.7 0.6 years. As of June September 30, 2026, a total of 2.2 million shares were available for issuance under the ESPP.
1 unchanged paragraph
Six Months Ended June 30,
Nine Months Ended September 30,
5 unchanged paragraphs
Note 8: Net Loss Per Share 11 changes
1 unchanged paragraph
Three Months Ended June 30, Six Months Ended June 30,
Net loss $ ( 26,861 ) $ ( 19,578 ) $ ( 58,499 ) $ ( 44,316 )
Weighted-average common stock outstanding 57,067 55,445 56,790 55,182
Three Months Ended September 30, Nine Months Ended September 30,
Net loss $ ( 26,516 ) $ ( 21,411 ) $ ( 85,015 ) $ ( 65,727 )
Weighted-average common stock outstanding 57,326 55,727 56,971 55,366
Net loss per share, basic and diluted $ ( 0.47 0.46 ) $ ( 0.35 0.38 ) $ ( 1.03 1.49 ) $ ( 0.80 1.19 )
1 unchanged paragraph
Stock options 3,724 3,620
Stock options 3,934 3,693
Restricted and performance stock units 4,322 2,191 5,072 2,298
Employee stock purchase plan 381 538 154
Note 9: Revenue 21 changes
1 unchanged paragraph
Three Months Ended June 30, Six Months Ended June 30,
System sales and leases $ 29,066 $ 22,082 $ 52,452 $ 40,769
Handpieces and other consumables 48,368 43,130 91,386 81,141
Service 5,986 4,373 11,600 7,968
Total U.S. revenue 83,420 69,585 155,438 129,878
System sales and leases 3,400 2,945 7,253 6,798
Handpieces and other consumables 6,828 6,002 13,201 10,479
Service 850 650 1,739 1,189
Total outside of U.S. revenue 11,078 9,597 22,193 18,466
Total revenue $ 94,498 $ 79,182 $ 177,631 $ 148,344
Three Months Ended September 30, Nine Months Ended September 30,
System sales and leases $ 24,689 $ 24,747 $ 77,141 $ 65,400
Handpieces and other consumables 53,861 44,411 145,247 125,668
Service 7,275 4,754 18,875 12,723
Total U.S. revenue 85,825 73,912 241,263 203,791
System sales and leases 4,503 3,391 11,756 10,179
Handpieces and other consumables 6,974 5,316 20,175 15,805
Service 989 708 2,728 1,896
Total outside of U.S. revenue 12,466 9,415 34,659 27,880
Total revenue $ 98,291 $ 83,327 $ 275,922 $ 231,671
During the three and six nine months ended June September 30, 2026, the Company recognized $ 5.7 6.1 million and $ 9.2 12.0 million of revenue, respectively, that was included in the deferred revenue balance as of March 31, June 30, 2026 and December 31, 2025. During the three and six nine months ended June September 30, 2025, the Company recognized $ 2.4 4.2 million and $ 7.1 8.3 million of revenue, respectively, that was included in the deferred revenue balance as of March 31, June 30, 2025 and December 31, 2024.
Note 10: Segment, Geographical, and Customer Concentration 7 changes
3 unchanged paragraphs
No customers accounted for more than 10% of revenue during the three and six nine months ended June September 30, 2026 and 2025.
No customer accounted for more than 10% of accounts receivable at June September 30, 2026 and December 31, 2025.
1 unchanged paragraph
Three Months Ended June 30, Six Months Ended June 30,
United States 88 % 88 % 88 % 88 %
Three Months Ended September 30, Nine Months Ended September 30,
United States 87 % 89 % 87 % 88 %
Outside the United States 12 13 % 12 11 % 12 13 % 12 %
1 unchanged paragraph
Note 11: Commitments and Contingencies 6 changes
1 unchanged paragraph
From time to time, the Company may be involved in legal proceedings arising in the ordinary course of its business. The Company is not presently a party to any legal proceedings that, in the opinion of management, would have a material adverse effect on the business. Regardless of outcome, litigation can have an adverse impact on the Company due to defense and settlement costs, diversion of management resources, negative publicity and reputation harm, and other factors.
In the normal course of business, the Company enters into agreements that contain a variety of representations and provide for general indemnification. The Company's exposure under these agreements is unknown because it involves claims that may be made against the Company in the future. To date, the Company has not paid any material claims or been required to defend any action related to its indemnification obligations. As of June September 30, 2026 and December 31, 2025, the Company does not have any material indemnification claims that were probable or reasonably possible and consequently has not recorded related liabilities.
1 unchanged paragraph
On July 24, 2026, a putative securities class action complaint was filed in the U.S. District Court for the Northern District of California against us and certain of our current and former executive officers, captioned Operating Engineers Construction Industry and Miscellaneous Pension Fund v. PROCEPT BioRobotics Corporation, et al. , No. 5:26-cv-07691 (the "Securities Class Action"). The complaint purports to assert claims on behalf of persons who purchased or otherwise acquired our common stock between February 28, 2024 and February 25, 2026. The complaint asserts claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder, alleging that the defendants made materially false and misleading statements and omitted material adverse facts regarding, among other things, handpiece sales, procedure volumes, discounting practices and related financial guidance. The plaintiff seeks unspecified compensatory damages, reasonable costs and expenses, including counsel fees and expert fees and other relief. We believe that we have meritorious defenses and intend to defend the case vigorously.
On September 15, 2026, a shareholder derivative action was filed in the U.S. District Court for the Northern District of California, captioned Chen v. Zadno, et al ., No. 5:26-cv-10492 (the "Derivative Action" and, together with the Securities Class Action, the "Litigation"). The Derivative Action complaint names certain current and former executive officers and members of our Board of Directors as defendants and names the Company as a nominal defendant. The complaint arises from substantially similar underlying allegations as the Securities Class Action and asserts claims for violations of Section 14(a) of the Exchange Act, breaches of fiduciary duty and related state-law claims, and contribution under Sections 10(b) and 21D of the Exchange Act. The plaintiff seeks, among other relief, unspecified damages and restitution on behalf of the Company, corporate governance reforms, and attorneys' and experts' fees and expenses.
The Litigation is at an early stage, and we are unable to predict its outcome or reasonably estimate the amount or range of any potential loss. Failure to obtain a favorable resolution of this matter could have a material adverse effect on our business, results of operations or financial condition.
In addition, from time to time, we may be involved in legal proceedings arising in the ordinary course of its business. The ultimate outcome of any litigation is uncertain, and unfavorable outcomes could have a negative impact on our business, results of operations or financial condition. Regardless of outcome, litigation can have an adverse impact on us due to defense and settlement costs, diversion of management resources, negative publicity and reputation harm, and other factors.
Note 12: Defined Contribution Plan 1 change
The Company has a defined contribution retirement savings plan under Section 401(k) of the Internal Revenue Code. This plan allows eligible employees to defer a portion of their annual compensation on both a pre-tax and after-tax basis. Employer contributions were $ 1.0 million and $ 0.9 0.7 million for the three months ended June September 30, 2026 and 2025. Employer contributions were $ 2.1 3.1 million and $ 1.7 2.4 million for the six nine months ended June September 30, 2026 and 2025.
MD&A 114 changes
1 unchanged paragraph
We are a surgical robotics company focused on advancing patient care by developing transformative solutions in urology. We develop, manufacture and sell the AquaBeam Robotic System and HYDROS Robotic System, which are advanced, image-guided, surgical robotic systems for use in minimally invasive urologic surgery, with an initial focus on treating benign prostatic hyperplasia, or BPH. BPH is the most common prostate disease and impacts approximately 40 million men in the United States. Each of our robotic systems employs a single-use disposable handpiece to deliver our proprietary Aquablation therapy, which combines real-time, multi-dimensional imaging, personalized treatment planning, automated robotics and heat-free waterjet ablation for targeted and rapid removal of prostate tissue. We designed our robotic systems to enable consistent and reproducible BPH surgery outcomes. We believe that Aquablation therapy represents a paradigm shift in the surgical treatment of BPH by addressing compromises associated with alternative surgical interventions. We designed Aquablation therapy to deliver effective, safe and durable outcomes for males suffering from lower urinary tract symptoms, or LUTS, due to BPH that is independent of prostate size and shape, and delivers resection independent of surgeon experience. We have developed a significant and growing body of clinical evidence, which includes nine clinical studies and over 150 peer-reviewed publications, supporting the benefits and clinical advantages of Aquablation therapy. As of June September 30, 2026, we had an install base of 1,036 1,095 AquaBeam Robotic Systems and HYDROS Robotic Systems globally, including 816 858 in the United States.
2 unchanged paragraphs
We generated revenue of $177.6 $275.9 million and incurred a net loss of $58.5 $85.0 million for the six nine months ended June September 30, 2026, compared to revenue of $148.3 $231.7 million and a net loss of $44.3 $65.7 million for the six nine months ended June September 30, 2025. As of June September 30, 2026, we had cash and cash equivalents of $227.9 $218.4 million and an accumulated deficit of $700.1 $726.6 million.
2 unchanged paragraphs
• Cost of sales. The results of our operations will depend, in part, on our ability to increase our gross margins by more effectively managing our costs to produce our robotic systems and single-use disposable handpieces, and to scale our manufacturing operations efficiently. We anticipate that as we expand our sales and marketing efforts and drive further sales growth, our purchasing costs on a per unit basis may decrease, and in turn improve our gross margin. As our commercial operations continue to grow, we expect to continue to realize operating leverage through increased scale efficiencies.
• Grow our install base of HYDROS robotic systems: As of June September 30, 2026, we had an install base of 1,036 1,095 robotic systems globally, including 816 858 in the United States. In the United States, we are initially focused on driving adoption of Aquablation therapy among urologists that perform hospital-based resective BPH surgery. We target approximately 2,700 hospitals that perform resective BPH procedures in the United States. To penetrate these hospitals, we expect to continue to increase invest in our direct team of capital sales representatives, who are focused on driving system placement within hospitals by engaging with key surgeons and decision makers to educate them about the compelling value proposition of Aquablation therapy. We have recently created a dedicated team focused on the process of upgrading our install base from the AquaBeam robotic system to our HYDROS robotic system. As we increase our install base of robotic systems and upgrade our install base to the latest technology, we expect our revenue to increase as a result of the system sale sales and resulting increased utilization.
• Increase system utilization: Our revenue is significantly impacted by the utilization of our robotic systems. Once we place a system within a hospital our objective is to establish Aquablation therapy as the surgical treatment of choice for BPH. Within each hospital we are initially focused on targeting urologists who perform medium-to-high volumes of resective procedures and converting their resective cases to Aquablation therapy. To accomplish this, we will continue expanding reorganized our team of highly trained Aquablation representatives and clinical specialists who are focused to focus on driving system utilization within the hospital, providing education and training support and by urologists. We have created a dedicated launch team, ensuring excellent user experiences and setting the foundation for long-term successful Aquablation therapy programs. We have also invested in marketing programs focused on patient awareness and activation within the United States. As urologists gain experience with Aquablation therapy and patients become increasingly aware of this surgical option, we expect to leverage their experiences to capture more surgical volumes and establish Aquablation therapy as the surgical standard of care.
• Reimbursement and coverage decisions by third-party payors. Healthcare providers in the United States generally rely on third-party payors, principally federal Medicare, state Medicaid and private health insurance plans, to cover all or part of the cost of procedures using our robotic system. The revenue we are able to generate from sales of our products depends in large part on the availability of sufficient reimbursement from such payors. Effective in 2021, all local MACs, representing 100% of eligible Medicare patients, issued final positive local coverage determinations to provide Medicare beneficiaries with access to Aquablation therapy in all 50 states. We believe that these favorable coverage decisions have been a catalyst for hospital adoption of our robotic systems. We believe our strong body of clinical evidence and support from key societies, supplemented by the momentum from Medicare coverage, have led to favorable coverage decisions from many large commercial payors We plan to leverage these successes in our active discussions with commercial payors to establish additional positive national and regional coverage policies. We believe that additional commercial payor coverage will contribute continue to increasing utilization support sufficient levels of our system over time. payor coverage. Outside of the United States, we have ongoing efforts in key markets to expand established coverage and further improve patient access to Aquablation therapy.
4 unchanged paragraphs
Three Months Ended June 30, Six Months Ended June 30,
United States 88 % 88 % 88 % 88 %
Three Months Ended September 30, Nine Months Ended September 30,
United States 87 % 89 % 87 % 88 %
Outside the United States 12 13 % 12 11 % 12 13 % 12 %
3 unchanged paragraphs
We calculate gross margin percentage as gross profit divided by revenue. Our gross margin has been and will continue to be affected by a variety of factors, primarily, product and geographic mix and the resulting average selling prices, tariffs, production volumes, manufacturing costs and product yields, and to a lesser extent the implementation of cost reduction strategies. We expect our gross margin to increase over the long term as our production volume increases and as we spread the fixed portion of our manufacturing overhead costs over a larger number of units produced, thereby significantly reducing our per unit manufacturing costs, though it may fluctuate from quarter to quarter. Our gross margins can fluctuate due to geographic mix. To the extent we sell more systems and handpieces in the United States, we expect our margins will increase due to the higher average selling prices as compared to sales outside of the United States.
1 unchanged paragraph
Research and development, or R&D, expenses consist primarily of engineering, product development, regulatory affairs, consulting services, clinical trial expenses, materials, depreciation and other costs associated with products and technologies being developed. These expenses include employee and non-employee compensation, including stock-based compensation, supplies, materials, quality assurance expenses, consulting, related travel expenses and facilities expenses. We expect our R&D expenses to increase in absolute dollars for the foreseeable future as we make strategic investments in R&D, continue to develop and enhance existing products and technologies, though it may fluctuate from quarter to quarter. However, over time, we expect our R&D expenses to decrease as a percentage of revenue over time.
1 unchanged paragraph
Selling, general and administrative, or SG&A, expenses consist primarily of compensation for personnel, including stock-based compensation, related to selling, marketing, post-market clinical affairs, professional education, finance, information technology, and human resource functions. SG&A expenses also include commissions, training, travel expenses, promotional activities, conferences, trade shows, professional services fees, audit fees, legal fees, insurance costs, bad debt expense and general corporate expenses including allocated facilities-related expenses. Clinical study expenses include trial design, site reimbursement, data management and travel expenses. We expect our SG&A expenses to increase in absolute dollars for the foreseeable future as we expand our commercial infrastructure and patient activation initiatives in order for us to execute on our long-term growth plan, though it may fluctuate from quarter to quarter. However, over time, we expect our SG&A expenses to decrease as a percentage of revenue.
7 unchanged paragraphs
September 30, Change
1 unchanged paragraph
Revenue $ 94,498 $ 79,182 $ 15,316 19 %
Cost of sales 32,119 27,436 4,683 17
Gross profit 62,379 51,746 10,633 21
Revenue $ 98,291 $ 83,327 $ 14,964 18 %
Cost of sales 33,143 29,321 3,822 13
Gross profit 65,148 54,006 11,142 21
1 unchanged paragraph
Research and development 20,101 17,632 2,469 14
Selling, general and administrative 69,668 56,303 13,365 24
Total operating expenses 89,769 73,935 15,834 21
Loss from operations (27,390) (22,189) 5,201 23
Interest expense (842) (895) (53) (6)
Interest and other income, net 1,465 3,642 (2,177) (60)
Provision for income taxes 94 136 (42) (31)
Net loss $ (26,861) $ (19,578) $ 7,283 37
Six Months Ended June 30, Change
(in thousands, except percentages)
Revenue $ 177,631 $ 148,344 $ 29,287 20 %
Cost of sales 61,304 52,437 8,867 17
Gross profit 116,327 95,907 20,420 21
Gross margin 65 % 65 %
Research and development 41,567 34,034 7,533 22
Selling, general and administrative 134,756 111,499 23,257 21
Total operating expenses 176,323 145,533 30,790 21
Loss from operations (59,996) (49,626) 10,370 21
Interest expense (1,660) (1,773) (113) (6)
Interest and other income, net 3,208 7,172 (3,964) (55)
Loss before provision for income taxes (58,448) (44,227) 14,221 32
Provision for income taxes 51 89 (38) (43)
Net loss $ (58,499) $ (44,316) $ 14,183 32
Comparison of Three and Six Months Ended June 30, 2026 and 2025
Research and development 20,011 18,187 1,824 10
Selling, general and administrative 72,513 59,011 13,502 23
Total operating expenses 92,524 77,198 15,326 20
Loss from operations (27,376) (23,192) 4,184 18
Interest expense (856) (919) (63) (7)
Interest and other income, net 1,658 2,734 (1,076) (39)
Loss before provision for income taxes (26,767) (19,442) 7,325 38 (26,574) (21,377) 5,197 24
Provision for income taxes (58) 34 (92) (271)
Net loss $ (26,516) $ (21,411) $ 5,105 24
Nine Months Ended September 30, Change
1 unchanged paragraph
System sales and leases $ 32,466 $ 25,027 $ 7,439 30 %
Handpieces and other consumables 55,196 49,132 6,064 12
Service 6,836 5,023 1,813 36
Total revenue $ 94,498 $ 79,182 $ 15,316 19
Six Months Ended June 30, Change
Revenue $ 275,922 $ 231,671 $ 44,251 19 %
Cost of sales 94,447 81,758 12,689 16
Gross profit 181,475 149,913 31,562 21
Gross margin 66 % 65 %
Research and development 61,578 52,221 9,357 18
Selling, general and administrative 207,269 170,510 36,759 22
Total operating expenses 268,847 222,731 46,116 21
Loss from operations (87,372) (72,818) 14,554 20
Interest expense (2,516) (2,692) (176) (7)
Interest and other income, net 4,866 9,905 (5,039) (51)
Loss before provision for income taxes (85,022) (65,605) 19,417 30
Provision for income taxes (7) 122 (129) (106)
Net loss $ (85,015) $ (65,727) $ 19,288 29
Comparison of Three and Nine Months Ended September 30, 2026 and 2025 (in thousands, except percentages)
System sales and leases $ 29,192 $ 28,138 $ 1,054 4 %
Handpieces and other consumables 60,835 49,727 11,108 22
Service 8,264 5,462 2,802 51
Total revenue $ 98,291 $ 83,327 $ 14,964 18
Nine Months Ended September 30, Change
1 unchanged paragraph
System sales and leases $ 59,705 $ 47,567 $ 12,138 26 %
1 unchanged paragraph
1 unchanged paragraph
1 unchanged paragraph
1 unchanged paragraph
3 unchanged paragraphs
13 unchanged paragraphs
1 unchanged paragraph
1 unchanged paragraph
1 unchanged paragraph
2 unchanged paragraphs
1 unchanged paragraph
1 unchanged paragraph
1 unchanged paragraph
1 unchanged paragraph
6 unchanged paragraphs
2 unchanged paragraphs
and 34 more changes in the filing
Controls and procedures 2 changes
1 unchanged paragraph
Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that, as of June September 30, 2026, our disclosure controls and procedures were effective at the reasonable assurance level.
3 unchanged paragraphs
There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended June September 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Legal proceedings 4 changes
On July 24, 2026, a putative securities class action complaint was filed in the U.S. District Court for the Northern District of California against us and certain of our current and former executive officers, captioned Operating Engineers Construction Industry and Miscellaneous Pension Fund v. PROCEPT BioRobotics Corporation, et al. , No. 5:26-cv-07691. The complaint purports to assert claims on behalf of persons who purchased or otherwise acquired our common stock between February 28, 2024 and February 25, 2026. The complaint asserts claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder, alleging that the defendants made materially false and misleading statements and omitted material adverse facts regarding, among other things, handpiece sales, procedure volumes, discounting practices and related financial guidance. The plaintiff seeks unspecified compensatory damages, reasonable costs and expenses, including counsel fees and expert fees and other relief.
The litigation is at an early stage, and we are unable to predict its outcome or reasonably estimate the amount or range of any potential loss. We believe that we have meritorious defenses and intend to defend the case vigorously. Failure to obtain a favorable resolution of this matter could have a material adverse effect on our business, results of operations or financial condition.
In addition, from time to time, we may be involved in other legal proceedings arising in the ordinary course of our business. Regardless of outcome, litigation can have an adverse impact on us due to defense and settlement costs, diversion of management resources, negative publicity and reputation harm, and other factors.
The information included under "Legal Contingencies" in Note 11 to the Condensed Consolidated Financial Statements (Unaudited) included in Part I, Item 1 of this Quarterly Report is incorporated herein by reference.
Risk factors 1 change
Our business, financial condition and operating results are affected by a number of factors, whether currently known or unknown, including risks specific to us or the healthcare industry as well as risks that affect businesses in general. In addition to the information set forth in this Quarterly Report on Form 10-Q, you should consider carefully the factors discussed in Part I, Item 1A, "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 26, 2026. The risks and uncertainties disclosed in such Annual Report and in this Quarterly Report could materially adversely affect our business, financial condition, cash flows or results of operations and thus our stock price. During the six nine months ended June September 30, 2026, there were no material changes to our previously disclosed risk factors. Besides risk factors disclosed in the Annual Report and this Quarterly Report, additional risks and uncertainties not currently known or we currently deem to be immaterial may also materially adversely affect our business, financial condition or results of operations.
1 unchanged paragraph
Exhibits 3 changes
4 unchanged paragraphs
10.1 Third Amendment to Loan and Security Agreement, by and between Canadian Imperial Bank of Commerce and the Registrant, dated as of September 23, 2026 (incorporated by reference to Exhibit 10.1 to the registrant's Current Report on Form 8-K filed on September 24, 2026)
13 unchanged paragraphs
Dated: August 6, 2026
Dated: November 4, 2026
5 unchanged paragraphs
Unchanged: Financial statements, Notes to the financial statements, Note 1: Organization, Market risk, Unregistered sales of stock, Defaults on senior securities, Mine Safety Disclosures, Other information
Compared by code from the two filings' text and XBRL. Not advice.
The reading, claim by claim
- For the quarter ended September 30, 2026, the financial statements (XBRL) show revenue of $98.3 million, a change of +18.0% from a year earlier.
- The statements of operations table (in thousands) lists revenue of $98,291 thousand for the three months ended September 30, 2026, against $83,327 thousand a year earlier.
- The balance sheet (in thousands) shows cash and cash equivalents of $218,369 thousand at September 30, 2026, compared with $286,503 thousand at December 31, 2025.
- Total assets were $473,759 thousand and total liabilities were $144,851 thousand at September 30, 2026.
- Long-term debt was $51,767 thousand at September 30, 2026, against $51,615 thousand at December 31, 2025.
- Accumulated deficit was $726,572 thousand, and total stockholders' equity was $328,908 thousand.
6 of 8 claims matched the filing text.
Not found in the filing text
- The sections provided cover Item 6 (Exhibits), a cautionary note on forward-looking statements, and the condensed consolidated financial statements.
- For the nine months ended September 30, 2026, it lists $275,922 thousand, against $231,671 thousand for the same period of 2025.
From the filing's financial data, not stated in its text
From this 10-Q's financial data (XBRL) for the quarter ended September 30, 2026
- Net income was -$26.5 million, with a gross margin of 66.3%, an operating margin of -27.9% and a net margin of -27.0%.
From the filing
Item 6.
Item 6.
Exhibits
31
Signatures
__________________
2
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements. All statements other than statements of historical facts contained in this Quarterly Report are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as "may," "can," "will," "would," "should," "expect," "plan," "anticipate," "could," "intend," "target," "project," "contemplate," "believe," "estimate," "predict," "potential," or "continue" or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words. All statements other than statements of historical facts contained in this Quarterly Report, including without limitation statements regarding our business model and strategic plans for our products, technologies and business, including our implementation thereof, the timing of and our ability to obtain and maintain regulatory approvals, our commercialization, marketing and manufacturing capabilities and strategy, our expectations about the commercial success and market acceptance of our products, the sufficiency of our cash, cash equivalents and short-term investments, and the plans and objectives of management for future operations and capital expenditures are forward-looking statements.
The forward-looking statements in this Quarterly Report are only predictions and are based largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements speak only as of the date of this Quarterly Report and are subject to a number of known and unknown risks, uncertainties, and assumptions, including those described under the sections in this Quarterly Report entitled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and elsewhere in this Quarterly Report. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties, and assumptions, the future events and trends discussed in this Quarterly Report may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.
Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely upon these forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, performance, or achievements. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise. We intend the forward-looking statements contained in this Quarterly Report to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
3
PROCEPT BioRobotics Corporation
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data) (unaudited)
Assets
Current assets:
Prepaid expenses and other current assets 9,381 9,648
Operating lease right-of-use assets, net 16,373 17,538
Liabilities and Stockholders' Equity
Current liabilities:
Commitments and contingencies (see Note 11)
Stockholders' equity:
Preferred stock, $ 0.00001 par value;
— —
Common stock, $ 0.00001 par value;
— —
Total liabilities and stockholders' equity $ 473,759 $ 508,081
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
PROCEPT BioRobotics Corporation
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(in thousands, except per share data) (unaudited)
Three Months Ended September 30, Nine Months Ended September 30,
Cost of sa
Similar companies
Companies of similar size in SIC 3841 and related industry codes: the same peer list as the financial tables.
- Icu Medical ICUI public float $3.2B, Jun 30, 2025
- Dentsply Sirona XRAY public float $3.2B, Jun 30, 2025
- Inspire Medical Systems INSP public float $3.8B, Jun 30, 2025
- Masimo MASI public float $3.9B, Jun 28, 2025
- LivaNova LIVN public float $2.5B, Jun 30, 2025
