What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-02-28 compared with 2024-03-13 · 233 added, 232 removed, 954 unchanged (33% of the section changed)

4 unchanged sentences

We have audited the accompanying consolidated balance sheets of Cytek Biosciences, Inc.

and subsidiaries (the "Company") as of December 31, 2023 and 2022, the related consolidated statements of operations and comprehensive (loss) income, stockholders’ equity (deficit), cash flows, for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the "financial statements").

and subsidiaries (the "Company") as of December 31, 2024 and 2023, the related consolidated statements of operations and comprehensive (loss) income, stockholders' equity, cash flows, for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 13, 2024, expressed an adverse opinion on the Company's internal control over financial reporting because of material weaknesses.

Change in Accounting Principle

As discussed in Note 2 to the financial statements, the Company has changed its method of accounting for leases effective January 1, 2022, due to adoption of Accounting Standards Codification Topic 842, Leases.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 27, 2025, expressed an adverse opinion on the Company's internal control over financial reporting because of material weaknesses.

Basis for Opinion

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We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Inventories – Excess and Obsolete Inventories — Refer to Notes 2 and 5 to the financial statements

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The Company’s inventories balance is $43.9 million as of December 31, 2024.

We identified excess and obsolete inventories as a critical audit matter because of the estimates and assumptions made by management to evaluate inventories for excess and obsolescence, especially considering the uncertainty present in these

estimates and assumptions.

This required a high degree of auditor judgment when performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions related to excess and obsolete inventories.

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◦ We considered inventory write-downs made subsequent to December 31, 2024 in evaluating the reasonableness of management’s estimates and assumptions related to excess and obsolete inventories.

Acquisition — Acquired Customer Relationship Intangible Assets — Refer to Notes 1, 2 and 9 to the financial statements

Critical Audit Matter Description

The Company completed the acquisition of certain of the assets of the flow cytometry and imaging business unit of Luminex Corporation on February 28, 2023.

The Company accounted for the acquisition as a business combination in accordance with ASC 805, Business Combinations.

The purchase price is equivalent to the fair value of consideration transferred, and tangible and identifiable intangible assets acquired and liabilities assumed as of the date of acquisition are recorded at the acquisition date fair value.

Amounts allocated to assets and liabilities are based upon their estimated fair values.

This requires management to make significant estimates and assumptions, especially with respect to the identifiable intangible assets.

Management makes estimates of fair value based upon assumptions believed to be reasonable and those of a market participant.

These estimates are based on historical experience and information obtained from the management of the acquired companies and the estimates are inherently uncertain.

The Company estimated the fair value of the acquired customer relationship intangible assets to be $8.6 million.

There was a high degree of auditor judgment and subjectivity in applying audit procedures relating to the fair value measurement of the acquired customer relationship.

The audit effort involved the use of professionals with specialized skill and knowledge to assist in evaluating the audit evidence obtained from these procedures.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the acquired customer relationship intangible assets included the following, among others:

• We tested the effectiveness of internal controls over acquisitions including (i) the controls over the valuation of the acquired intangible assets and (ii) controls over the forecasted financial information including assumptions of revenue growth rates and forecasted financial information, discount rates, and customer attrition rates selected by management.

• With the assistance of our fair value specialists, we evaluated the reasonableness of the (1) valuation methodologies used, and (2) discount rates, including testing the underlying source information, testing the mathematical accuracy of the calculations, and developing a range of independent estimates and comparing those to the discount rates selected by management.

• We evaluated the reasonableness of management’s customer attrition rates by comparing these assumptions to historical results.

• We evaluated the reasonableness of management’s forecasted financial information by comparing to:

— Historical forecasting accuracy for prior acquisitions.

— Analyst reports for the Company as well as industry reports.

— Historical rates of certain peer companies.

— Inquiries with individuals within the Company and acquired business unit’s operations, engineering, and finance departments regarding the forecasted financial information.

• We evaluated whether the audit evidence obtained through these procedures was consistent with evidence obtained in other areas of the audit.

/s/ Deloitte & Touche LLP

San Jose, California

March 13, 2024

February 27, 2025

We have served as the Company's auditor since 2019.

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Accumulated deficit ( 35,199 ) ( 29,178 )

Accumulated other comprehensive loss ( 1,275 ) ( 697 )

Noncontrolling interest in consolidated subsidiary — 251

Accumulated other comprehensive gain (loss) 16 ( 1,275 )

Total stockholders’ equity 395,737 393,064

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Total operating expenses 131,629 137,271 102,778

Income (loss) from operations ( 27,845 ) ( 1,804 ) 9,157

Loss from operations ( 20,523 ) ( 27,845 ) ( 1,804 )

Other income (expense):

Interest expense ( 2,071 ) ( 2,573 ) ( 1,741 )

Interest income (expense), net (Notes 11, 12) 5,239 ( 2,071 ) ( 2,573 )

Interest income 5,121 6,413 4,619

Other income (expense), net 7,794 1,018 ( 1,527 )

Total other income (expense), net 12,136 3,064 ( 3,219 )

Other income, net 4,463 7,794 1,018

Total other income, net 14,823 12,136 3,064

(Loss) income before income taxes ( 5,700 ) ( 15,709 ) 1,260

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Net (loss) income $ ( 6,020 ) $ ( 12,148 ) $ 2,484

net loss (income) allocated to noncontrolling interests — 92 ( 26 )

net income allocated to participating securities — — ( 3,001 )

Net income attributable to common stockholders, basic and diluted $ ( 12,148 ) $ 2,576 $ —

Net income attributable to common stockholders per share, basic $ ( 0.09 ) $ 0.02 $ —

Net income attributable to common stockholders per share, diluted $ ( 0.09 ) $ 0.02 $ —

Weighted-average shares used in calculating net income per share, basic 135,283,044 134,510,831 76,741,858

Weighted-average shares used in calculating net income per share, diluted 135,283,044 138,562,111 81,542,729

net loss allocated to noncontrolling interests — — 92

Net (loss) income attributable to common stockholders, basic and diluted $ ( 6,020 ) $ ( 12,148 ) $ 2,576

Net (loss) income attributable to common stockholders per share, basic $ ( 0.05 ) $ ( 0.09 ) $ 0.02

Net (loss) income attributable to common stockholders per share, diluted $ ( 0.05 ) $ ( 0.09 ) $ 0.02

Weighted-average shares used in calculating net (loss) income per share, basic 130,611,330 135,283,044 134,510,831

Weighted-average shares used in calculating net (loss) income per share, diluted 130,611,330 135,283,044 138,562,111

Comprehensive (loss) income:

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Foreign currency translation adjustment, net of tax 1,193 ( 549 ) ( 1,611 )

Unrealized (loss) gain on marketable securities ( 29 ) 17 —

Unrealized gain (loss) on marketable securities 97 ( 29 ) 17

Net comprehensive (loss) income $ ( 4,730 ) $ ( 12,726 ) $ 890

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Cytek Biosciences, Inc

Consolidated Statements of Redeemable Convertible

Preferred Stock and Stockholders’ Equity (Deficit)

Redeemable convertible

preferred stock Common stock Additional

Consolidated Statements of Stockholders’ Equity

Common stock Additional

capital Accumulated

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stockholders’

equity (deficit)

(In thousands, except share data) Shares Amount Shares Amount

(In thousands, except share data) Shares Amount

Balances at December 31, 2021 133,749,663 $ 126 $ 423,625 $ ( 19,606 ) $ 897 $ 343 $ 405,385

Exercise of stock options 1,289,652 2 642 644

Shares issued in connection with employee stock plans 1,632,467 9 2,876 2,885

Shares of Common Stock withheld related to net share settlement ( 16,749 ) — ( 209 ) ( 209 )

Stock-based compensation 16,595 16,595

Issuance of common stock upon initial public offering, net of underwriting discounts and commissions and other offering costs 13,949,401 14 215,675 215,689

Conversion of redeemable convertible preferred stock to common stock upon initial public offering ( 87,268,694 ) ( 194,319 ) 87,268,694 87 194,231 194,318

Unrealized gain on marketable securities 17 17

Foreign currency translation adjustment, net of tax ( 1,611 ) ( 1,611 )

Noncontrolling interest 317 317

Net income 2,576 2,576

Noncontrolling interest ( 92 ) ( 92 )

Balances at December 31, 2022 135,365,381 $ 135 $ 442,887 $ ( 17,030 ) $ ( 697 ) $ 251 $ 425,546

Shares issued in connection with employee stock plans 1,723,511 2 1,465 1,467

Proceeds from Employee Stock Purchase Plan 296,236 — 1,855 1,855

Shares of Common Stock withheld related to net share settlement ( 56,442 ) — ( 419 ) ( 419 )

Repurchase of shares ( 6,613,780 ) ( 6 ) ( 44,465 ) ( 44,471 )

Stock-based compensation 22,048 22,048

Noncontrolling interest 15 ( 251 ) ( 236 )

Unrealized gain on marketable securities ( 29 ) ( 29 )

Foreign currency translation adjustment, net of tax ( 549 ) ( 549 )

Net income 2,576 2,576

Noncontrolling interest ( 92 ) ( 92 )

Net Loss ( 12,148 ) ( 12,148 )

Balances at December 31, 2023 130,714,906 $ 131 $ 423,386 $ ( 29,178 ) $ ( 1,275 ) $ — $ 393,064

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Stock-based compensation 26,848 26,848

Noncontrolling interest 15 ( 251 ) ( 236 )

Unrealized loss on marketable securities 97 97

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Stock-based compensation 26,848 22,048 16,595

Gain on equity method investment — — ( 40 )

Loss on disposal of property and equipment 55 7 —

Loss on lease exit cost — 283

Provision for excess and obsolete inventory 1,646 1,468 756

Deferred income taxes ( 2,886 ) — —

Gain on investments, accretion, and amortization, net ( 5,211 ) ( 6,661 ) ( 77 )

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Purchase of property and equipment ( 3,525 ) ( 4,648 ) ( 9,748 )

Proceeds from sales of property and equipment 288 — —

Acquisition of business ( 471 ) ( 44,896 ) —

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Cash flows from financing activities:

Repayment of Paycheck Protection Program loan — — ( 2,772 )

Proceeds from initial public offering, net of underwriting discounts and commissions and other offering costs — — 215,689

Proceeds from line of credit 4,181 — —

Payment for repurchase of shares ( 21,611 ) ( 44,151 ) —

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Cash, cash equivalents and restricted cash:

Net (decrease) increase in cash, cash equivalents and restricted cash ( 131,870 ) ( 65,118 ) 198,499

Net decrease in cash, cash equivalents and restricted cash ( 68,885 ) ( 131,870 ) ( 65,118 )

Cash, cash equivalents and restricted cash at beginning of period 167,630 299,500 364,618

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Accrued excise taxes for share repurchase $ — $ 320 $ —

Derecognition of right-of-use assets $ 205 $ — $ —

Stock option exercise in other receivables at period end $ — $ — $ 96

Operating Lease Right-of-use assets obtained in exchange for operating lease liabilities $ 2,716 $ — $ —

Holdback amount in business acquisition $ 100 $ — $ —

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

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(“Cytek” or the “Company”) is a leading cell analysis solutions company advancing the next generation of cell analysis tools with its novel technical approach of leveraging the full spectrum of fluorescence signatures from multiple lasers to distinguish fluorescent tags on single cells (“Full Spectrum Profiling” or “FSP” technology).

The Company has focused on becoming the premier cell analysis company through continued innovation that facilitates scientific advances in biomedical research and clinical applications.

The Company is focused on becoming the premier cell analysis company through continued innovation that facilitates scientific advances in biomedical research and clinical applications.

The Company has successfully developed and manufactured its full spectrum flow cytometry platform (“instrument(s)” or “product(s)”).

The Company's core FSP instruments, the Cytek Aurora and Northern Lights systems, deliver high-resolution, high-content and high-sensitivity cell analysis.

The Company also launched its Cytek Aurora cell sorter (“Aurora CS”), which leverages FSP technology to further broaden potential applications across cell analysis.

The Company's FSP cell analyzers, the Cytek Aurora and Northern Lights systems, deliver high-resolution, high-content and high-sensitivity cell analysis.

The Company also launched its Cytek Aurora cell sorter (“Aurora CS system”), which leverages FSP technology to further broaden potential applications across cell analysis.

The Company’s FSP platform includes instruments, accessories, reagents, software, and services to provide a comprehensive and integrated suite of solutions for its customers.

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Principles of consolidation

The consolidated financial statements include the accounts of Cytek Biosciences, Inc., its wholly-owned subsidiaries, Cytek Limited (HK), Cytek Biosciences B.V.

(Europe), Cytek (Shanghai) Biosciences Co., Ltd., Cytek Biosciences (Wuxi) Co., Ltd., Cytek Japan Kabushiki Kaisha (“Cytek Japan”), Cytek Biosciences Ltd (UK), Cytek Biosciences GmbH (Germany) Cytoville Biosciences Shanghai Co., Ltd.

and Cytek (Shanghai) Software Development Technology Co., Ltd.

Cytoville Biosciences Shanghai Co., Ltd.

and Cytek (Shanghai) Software Development Technology Co., Ltd.

were closed in the fourth quarter of 2023.

The consolidated financial statements include the accounts of Cytek Biosciences, Inc., its wholly-owned subsidiaries, Cytek Biosciences B.V.

(Netherlands), Cytek Biosciences GmbH (Germany), Cytek Biosciences Ltd (UK), Cytek Biosciences Pte.

(Singapore), Cytek Biosciences S.A.S.

(France), Cytek Limited (Hong Kong), Cytek Japan Corporation (“Cytek Japan”), Cytek (Shanghai) Biosciences Co., Ltd., and Cytek (Wuxi) Biosciences Co., Ltd.

(“Cytek Wuxi”).

All intercompany accounts and transactions have been eliminated in consolidation.

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The Company determines whether it has a controlling financial interest in an entity by first evaluating whether the entity is a variable interest entity (“VIE”) and therefore subject to the consolidation requirements under the VIE model.

Only if the entity does not meet the definition of a VIE, the Company will apply the voting interest model (“VOE”) or other applicable GAAP.

Only if the entity does not meet the definition of a VIE, the Company will apply the voting interest model (“VOE”) or other applicable GAAP metric.

VOEs are entities in which the total equity investment at risk is sufficient to enable the entity to finance itself independently and provides the equity holders with the obligation to absorb losses, the right to receive residual returns and the right to make decisions about the entity’s activities.

The Company consolidates VOEs in which it has greater than 50 % of the voting shares and that other equity holders do not have substantive voting, participating or liquidation rights.

The Company consolidates VOEs in which it has greater than 50 % of the voting shares and other equity holders do not have substantive voting, participating or liquidation rights.

As defined in applicable accounting standards, VIEs are entities that lack one or more of the characteristics of a voting interest entity.

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Use of estimates

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses and the disclosure of contingent assets and liabilities in the Company’s consolidated financial statements and accompanying notes as of the date

of the consolidated financial statements.

These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources.

judgments about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources.

Actual results may differ materially and adversely from these estimates.

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Cash equivalents are carried at cost, which approximates fair value.

The Company’s cash and cash equivalents consist of money held in demand depository accounts and money market funds.

The carrying amount of cash and cash equivalents was $ 167.6 million and $ 299.5 million as of December 31, 2023 and 2022, respectively, which approximates fair value and was determined based upon Level 1 inputs.

The Company’s cash, cash equivalents, and restricted cash consist of money held in demand depository accounts and money market funds.

The carrying amount of cash, cash equivalents, and restricted cash was $ 98.7 million and $ 167.6 million as of December 31, 2024 and 2023, respectively, which approximates fair value and was determined based upon Level 1 inputs.

The money market account is valued using quoted market prices with no valuation adjustments applied and is categorized as Level 1.

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Treasury 4,743 —

Federal agency securities — 19,908

Commercial paper 5,955

Money market funds 61,722 144,892

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Short-term restricted cash

As of December 31, 2023, a customer made an advance payment of $ 331,000 (EUR 299,579.5 ) to Cytek Biosciences B.V., provided that the Customer receives a bank guarantee for the same amount as security for refund of said amount in the event that Cytek Biosciences B.V.

fails to fulfill its delivery commitment.

After the delivery, the restricted cash will be released into the Company's normal cash account.

On November 7, 2022, Cytek (Wuxi) Biosciences Co., Ltd, the Company’s China subsidiary (“Cytek Wuxi”), entered a fixed asset loan agreement with Bank of Communications, China.

The loan is denominated in Chinese renminbi

and collateralized by Cytek Wuxi's cash deposit to the bank.

The deposit was in a separate account with Cytek Wuxi's name, but the use of such account is restricted.

The Company presented the deposit as restricted cash on the audited consolidated balance sheets as of December 31, 2022.

In April 2023, the restricted cash account was released.

As of December 31, 2024, two bank guarantees to Cytek Biosciences B.V.

totaled $ 29,000 (EUR 27,540 ).

The restricted cash is related to two customers and is based on a 12-month period warranty security that will be released in 2025.

Available-for-sale investments.

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however, they may be sold under certain circumstances including, but not limited to, when necessary for the funding of acquisitions and other strategic investments.

Realized gains and losses on the sale of investments are recorded in interest and other income, net in the consolidated statements of operations.

Realized gains and losses on the sale of investments are recorded in interest

and other income (expenses), net in the consolidated statements of operations.

Investments with remaining maturities at date of purchase greater than 90 days and remaining maturities as of the reporting period less than one year are classified as short-term investments.

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The Company’s accounts receivable consists principally of amounts due related to product sales of instrument systems and accessories, as well as installation and repair services.

These receivables are generally due within 30 to 45 days of the period in which the corresponding sales occur and do not bear interest are classified as trade accounts receivable, net on the consolidated balance sheets.

These receivables are generally due within 30 to 90 days of the period in which the corresponding sales occur, do not bear interest, and are classified as trade accounts receivable, net on the consolidated balance sheets.

Trade accounts receivable are reported at their estimated net realizable value.

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The Company is not party to any off-balance sheet arrangements that would require an allowance for credit losses in accordance with this accounting standard.

The changes in the allowance for uncollectible receivables for the year ended December 31, 2023 were as follows (in thousands):

The changes in the allowance for credit losses for the year ended December 31, 2024 were as follows (in thousands):

Allowance for credit losses

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These factors are impacted by market and economic conditions, technology changes, and new product introductions and require estimates that may include elements that are uncertain.

The Company's estimates of forecasted demand are based upon analysis and assumptions including, but not limited to, expected product lifecycles, product development plans and historical usage by product.

The Company's

estimates of forecasted demand are based upon analysis and assumptions including, but not limited to, expected product lifecycles, product development plans and historical usage by product.

If inventory is written down, a new cost basis is established that cannot be increased in future periods.

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Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in a business combination.

Intangible assets resulting from the acquisition of entities are estimated by

management based on the fair value of assets received.

Intangible assets resulting from the acquisition of entities are estimated by management based on the fair value of assets received.

Intangible assets are amortized on a straight-line basis over the estimated useful lives.

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Fair value is defined 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.

Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs.

Valuation techniques used to measure fair value must maximize the use of

observable inputs and minimize the use of unobservable inputs.

Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable:

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and (v) recognize revenue when (or as) the entity satisfies a performance obligation.

Invoicing for products occurs upon delivery and payment terms are 30 to 90 days.

Invoicing for products occurs upon shipment and is adjusted based on the applicable International Commercial Terms, and payment terms are 30 to 90 days.

Service contracts are invoiced upfront and payment terms are generally 30 days.

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Revenue is recognized only to the extent that it is probable that a significant reversal of the cumulative amount recognized will not occur in future periods.

The Company does not typically offer discounts, rebates, incentives, or rights of return.

Variable consideration is not material.

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and (d) whether the Company was unable to utilize the product or direct it to another customer.

For bill-and-hold arrangements, the associated product inventory is identified separately by the Company as belonging to the customer and is ready for physical transfer.

During the twelve months ended December 31, 2023 and December 31, 2022, the Company recorded $ 14.9 million and $ 12.1 million of revenue under bill-and-hold arrangements, respectively.

As of December 31, 2023 and December 31, 2022, $ 5.4 million and $ 5.9 million was included in revenue for products that had not yet shipped, respectively.

As of December 31, 2021, revenue recorded under bill-and-hold arrangements was immaterial .

For bill-and-

hold arrangements, the associated product inventory is identified separately by the Company as belonging to the customer and is ready for physical transfer.

During the twelve months ended December 31, 2024 and December 31, 2023, the Company recorded $ 0.0 million and $ 14.9 million, respectively, of revenue under bill-and-hold arrangements.

As of December 31, 2024 and December 31, 2023, $ 0.0 million and $ 5.4 million, respectively, was included in revenue for products that had not yet shipped.

As of December 31, 2022, revenue recorded under bill-and-hold arrangements was $ 12.1 million.

Product revenue

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Contract liabilities consist of fees invoiced or paid by the Company’s customers for which the associated services have not been performed and revenue has not been recognized based on the Company’s revenue recognition criteria described above.

Such amounts are reported as deferred revenue for service and customer deposits for instruments on the

consolidated balance sheets.

Such amounts are reported as deferred revenue for service and customer deposits for instruments on the consolidated balance sheets.

Deferred revenue that is expected to be recognized during the following 12 months is recorded as a current liability and the remaining portion is recorded as noncurrent.

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Deferred offering costs

Deferred offering costs, which consist of direct incremental legal, consulting, banking and accounting fees relating to the Company’s planned initial public offering, are capitalized, and are offset against proceeds from an offering upon the effectiveness of the offering.

In the event an anticipated offering is terminated, deferred offering costs will be expensed.

On July 27, 2021, the Company completed the IPO;

accordingly, the Company recognized the initial public offering costs of approximately $ 5.3 million as a reduction from gross proceeds associated with the IPO through additional paid-in capital in the accompanying consolidated balance sheet.

Accordingly, there were no deferred offering costs related to the IPO as of December 31, 2023 and December 31, 2022.

Deferred offering costs, which consist of direct incremental legal, consulting, banking and accounting fees, are capitalized, and are offset against proceeds from an offering upon the effectiveness of the offering.

On August 26, 2022, the Company filed with the SEC an automatic shelf registration statement on Form S-3ASR (File No.

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Research and development expenses to date consist primarily of salaries, benefits, stock-based compensation, independent contractor costs, laboratory supplies, equipment maintenance, materials expenses, and software license fees.

Payments made prior to the receipt of goods or services to be used in research and development activities are recorded as prepaid expenses until the related goods or services are received.

Payments made prior to the receipt of goods or services to be

used in research and development activities are recorded as prepaid expenses until the related goods or services are received.

Advertising costs

The cost of advertising, marketing and media is expensed as incurred.

For the year ended December 31, 2023, 2022 and 2021 advertising, marketing and media expenses were $ 3.4 million, $ 2.5 million and $ 1.8 million, respectively.

For the years ended December 31, 2024, 2023 and 2022 advertising, marketing and media expenses were $ 3.8 million, $ 3.4 million and $ 2.5 million, respectively.

Stock-based compensation

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The weighted-average assumptions used in estimating the fair value of stock options granted during each of the periods presented are:

Expected Volatility—Expected volatility is estimated by studying the volatility of selected industry peers deemed to be comparable to the Company's business corresponding to the expected term of the awards.

Expected Volatility—Expected volatility is estimated by analyzing the historical volatility of selected industry peers, and the Company's historical market data for the assessment corresponds to the expected term of the awards.

Expected Term—Expected term represents the period that the Company's stock-based awards are expected to be outstanding and is determined using the simplified method.

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The Company intends to reinvest its undistributed earnings of its foreign operations.

Following enactment of the 2017 Tax Cuts and Jobs Act (the “Tax Act”), the repatriation of cash to the United States is generally no longer taxable for federal income tax purposes.

Following enactment of the 2017 Tax Cuts and Jobs Act, the repatriation of cash to the United States is generally no longer taxable for federal income tax purposes.

However, the repatriation of cash held outside the United States could be subject to applicable foreign withholding taxes and state income taxes.

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Basic net income (loss) attributable to common stockholders per share and diluted net income (loss) attributable to common stockholders per share are computed using the weighted-average number of shares of common stock outstanding for the period.

Net income (loss) per share attributable to common stockholders is calculated using the two-class method, which is an earnings allocation formula that determines net income (loss) per share for the holders of shares of the Company’s common stock and participating securities.

Net income (loss) per share attributable to common stockholders is calculated using the two-class method,

which is an earnings allocation formula that determines net income (loss) per share for the holders of shares of the Company’s common stock and participating securities.

The Company’s redeemable convertible preferred stock contains participation rights in any dividend paid by the Company and is deemed to be a participating security.

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The purchase price is equivalent to the fair value of consideration transferred.

Tangible and identifiable

intangible assets acquired and liabilities assumed as of the date of acquisition are recorded at the acquisition date fair value.

Tangible and identifiable intangible assets acquired and liabilities assumed as of the date of acquisition are recorded at the acquisition date fair value.

Goodwill is recognized for the excess of purchase price over the net fair value of assets acquired and liabilities assumed.

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The separately identifiable intangible assets generally include developed technology, customer relationships, trade names, and reagent licenses.

Supplier Finance Program

On May 17, 2024, Cytek Wuxi entered into a Kuaiyifu Business Cooperation Agreement with the Bank of Communications Co., Ltd.

to implement a supplier financing program which enables certain Cytek Wuxi suppliers, at their sole discretion, to sell their Cytek Wuxi receivables (i.e., Cytek Wuxi’s payment obligations to the suppliers) to the Bank of Communications Co., Ltd.

on a non-recourse basis in order to be paid earlier than current payment terms provide.

Cytek Wuxi’s payment terms to the Bank of Communications Co., Ltd., including the timing and amount of payments, are based on the original supplier invoices.

Cytek Wuxi’s current payment terms with a majority of its suppliers are typically between 30 and 90 days.

Cytek Wuxi undertakes unconditional payment obligations with respect to the suppliers’ account receivable transferred to the bank under the supplier finance program.

The program allowed for the transfer of supplier receivables up to an aggregate outstanding balance of $ 20.0 million Chinese renminbi (approximately US $ 2.8 million) through December 25, 2024.

As of December 25, 2024, the program had no outstanding balance, and no supplier had transferred their receivables to the Bank of Communications Co., Ltd.

The program expired on December 25, 2024.

Recently adopted accounting pronouncements

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) , to improve financial reporting and disclosures about leasing transactions.

This ASU requires companies that lease assets to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases, for substantially all leases.

The recognition, measurement and presentation of expense and cash flows arising from a lease by a lessee will depend primarily on its classification as a finance or operating lease;

both types of leases will be recognized on the balance sheet.

This ASU also requires disclosures to help financial statement users to better understand the amount, timing and uncertainty of cash flows arising from leases.

The new lease standard was adopted by the Company on its effective date of January 1, 2022.

The Company used the optional transition method to the modified retrospective approach in which results for reporting periods beginning on January 1, 2022 are presented under Topic 842, while prior period amounts continue to be reported and disclosed in accordance with the Company’s historical accounting treatment under ASC Topic 840, Leases .

A number of practical expedients and policy elections are available under the new guidance to reduce the burden of adoption and ongoing compliance with Topic 842.

The Company elected the “package of practical expedients” permitted under the transition guidance, which did not require reassessment of whether contracts entered into prior to January 1, 2022 are or contain leases, and allowed carryforward of the historical lease classification for existing leases.

The Company has not elected to adopt the “hindsight” practical expedient, and therefore will measure the right-of-use (ROU) asset and lease liability using the remaining portion of the lease term at adoption on January 1, 2022.

The Company made an accounting policy election under Topic 842 not to recognize ROU assets and lease liabilities for leases with a term of twelve months or less.

For all other leases, the Company recognizes ROU assets and lease liabilities based on the present value of lease payments over the lease term at the commencement date of the lease (or January 1, 2022 for existing leases upon the adoption of Topic 842).

The ROU assets also include any initial direct costs incurred and lease payments made at or before the commencement date and are reduced by any lease incentives.

Future lease payments may include fixed rent escalation clauses or payments that depend on an index (such as the consumer price index).

Subsequent changes an index and other periodic market-rate adjustments to base rent are recorded in variable lease expense in the period incurred.

Residual value guarantees and payments for terminating a lease are included in the lease payments only when it is probable they will be incurred.

The Company’s leases may include a non-lease component representing additional services transferred to the Company, such as common area maintenance for real estate.

The Company made an accounting policy election to account for each separate lease component and the non-lease components associated with that lease component as a single lease component.

The non-lease components are generally variable in nature and recorded in variable lease expense in the period incurred.

The Company uses its incremental borrowing rate to determine the present value of lease payments, as the Company’s leases do not have a readily determinable implicit discount rate.

The incremental borrowing rate is the rate of interest the Company would have to pay to borrow on a collateralized basis over a similar term and amount in a similar economic environment.

Judgement is applied in assessing factors such as Company-specific credit risk, lease term, nature and quality of the underlying collateral, currency, and economic environment in determining the incremental borrowing rate to apply to each lease.

Adoption of Topic 842 resulted in the recording of ROU assets and lease liabilities related to the Company’s operating leases of approximately $ 14.6 million and $ 15.2 million, respectively, on January 1, 2022.

The adoption of the new lease standard did not materially impact the Company's consolidated net income or consolidated cash flows and did not result in a cumulative-effect adjustment to the opening balance of retained earnings.

Refer to Note 17 for additional disclosures.

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which requires all public entities, including public entities with a single reportable segment, to provide in interim and annual periods one or more measures of segment profit or loss used by the chief operating decision maker to allocate resources and assess performance.

Additionally, the standard requires disclosure of significant segment expenses and other segment items as well as incremental qualitative disclosures.

The Company adopted ASU 2023-07 effective December 31, 2024, on a retrospective basis.

The adoption of 2023-07 did not change the way that the Company identifies its reportable segments and, as a result, did not have a material impact on the Company’s segment-related disclosures.

Refer to Note 22 for further information on the Company’s reportable segment.

Recently Issued Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures (“ASU 2023-09”) , which requires enhanced income tax disclosures, including specific categories and

disaggregation of information in the effective tax rate reconciliation, disaggregated information related to income taxes paid, income or loss from continuing operations before income tax expense or benefit, and income tax expense or benefit from continuing operations.

Improvements to Income Tax Disclosures (“ASU 2023-09”) , which requires enhanced income tax disclosures, including specific categories and disaggregation of information in the effective tax rate reconciliation, disaggregated information related to income taxes paid, income or loss from continuing operations before income tax expense or benefit, and income tax expense or benefit from continuing operations.

The requirements of the ASU are effective for annual periods beginning after December 15, 2024, with early adoption permitted.

The Company is currently evaluating the impact of this pronouncement.

The Company continues to monitor new accounting pronouncements issued by the FASB and does not believe any accounting pronouncements issued through the date of this report will have a material impact on its financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosure (Subtopic 220-40):

Disaggregation of Income Statement Expenses (“ASU 2024-03”), which requires disclosure about the types of costs and expenses included in certain expense captions presented on the income statement.

The new disclosure requirements are effective for the Company’s annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted.

The Company is currently in the process of evaluating the impact of this pronouncement on our related disclosures.

Concentrations of credit risk and other risks and uncertainties

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Total revenue, net $ 200,453 $ 193,015 $ 164,036

Revenue by geographical markets is presented in Note 22, Geographic areas .

Revenue by geographical markets is presented in Note 22, Segment Information and Geographic Data .

Remaining performance obligations

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Contract balances

The following table provides information about receivables, deferred revenue from contracts with customers, and customer deposits (in thousands):

The Company had immaterial amounts of contract assets included within prepaid expenses and other current assets on the consolidated balance sheets.

The following table provides information about deferred revenue from contracts with customers, and customer deposits (in thousands):

2024 December 31,

Trade accounts receivable $ 55,928 $ 48,864

Contract liabilities:

Deferred revenue $ 37,827 $ 26,110

Deferred revenue, current $ 25,492 $ 22,695

Deferred revenue, long-term $ 16,098 $ 15,132

Customer deposits, which are included in 'Other current liabilities' 1,118 1,438

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Money market funds $ 61,722 $ 61,722 $ — $ —

Treasury 4,743 4,743 — —

Short-term investments:

Treasury 161,477 161,477 — —

Federal agency securities 35,818 — 35,818 —

Corporate bonds 1,977 1,977

Commercial paper 15,691 — 15,691 —

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Cash equivalents:

Treasury $ 29,930 $ 29,930 $ — $ —

Federal agency securities 19,908 — 19,908 —

Commercial paper 5,955 — 5,955

Money market funds $ 144,892 $ 144,892 $ — $ —

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Treasury $ 161,401 $ 88 $ ( 12 ) $ 161,477

Federal agency securities 35,840 — ( 22 ) 35,818

Corporate bonds 1,976 1 — 1,977

Commercial paper 15,684 11 ( 4 ) 15,691

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Property and equipment, net $ 17,962 $ 18,405

Total depreciation expense for the year ended December 31, 2023, 2022, and 2021 were $ 2.8 million, $ 1.7 million and $ 0.9 million, respectively.

Total depreciation expense for the years ended December 31, 2024, 2023, and 2022 were $ 3.5 million , $ 2.8 million and $ 1.7 million, respectively.

On February 28, 2023, the Company completed the FCI Acquisition for an aggregate cash consideration of $ 44.9 million.

The FCI Acquisition expands Cytek’s product portfolio to include high-resolution cell images with the speed, sensitivity and phenotyping abilities of flow cytometry.

The addition of Guava flow cytometers expand Cytek’s core instrument offerings, adding cost-effective, entry-level and personal instrument options to broaden the market and research areas it services.

The FCI Acquisition expanded Cytek’s product portfolio to include high-resolution cell images with the speed, sensitivity and phenotyping abilities of flow cytometry and added cost-effective, entry-level and personal instrument options to broaden the market and research areas it services.

The acquisition was accounted for as a business combination in accordance with ASC 805.

The purchase price has been allocated to the tangible assets and identifiable intangible assets acquired and liabilities assumed based upon their estimated fair values, with the exception of contract liabilities assumed which are recognized and measured in accordance with ASC 606, Revenue from Contracts with Customers .

The Company has finalized its accounting for the FCI Acquisition during the fourth quarter of 2023.

The purchase price has been allocated to tangible assets and identifiable intangible assets acquired and liabilities assumed based upon their

estimated fair values, with the exception of contract liabilities assumed which are recognized and measured in accordance with ASC 606, Revenue from Contracts with Customers .

The Company finalized its accounting for the FCI Acquisition during the fourth quarter of 2023.

During the year ended December 31, 2024 , the Company recorded the following changes as a result of measurement period adjustments to the fair value of the initial assets as follows:

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The measurement period adjustments noted above decreased goodwill by $ 3.0 million.

The fol lowing table summarizes the estimated fair value of assets acquired and liabilities assumed at the date of the FCI Acquisition (in thousands):

The fol lowing table summarizes the estimated fair value of assets acquired and liabilities assumed at the date of the FCI Acquisition:

(in thousands)

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Fair value of net assets acquired $ 44,896

The $ 6.0 million of goodwill arising from the acquisition is primarily attributed to significant time-to-market advantages, as the Company gained immediate access to the FCI Products, existing relationships and business infrastructure and knowledgeable and experienced workforce.

The $ 6.0 million of goodwill arising from the FCI Acquisition is primarily attributed to significant time-to-market advantages, as the Company gained immediate access to the FCI Products, existing relationships and business infrastructure and knowledgeable and experienced workforce.

The goodwill is deductible for tax purposes.

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The results of operation s for the FCI Business are included in the consolidated financial statements of the Company from the date of th e acquisition.

For the three and twelve months ended December 31, 2023, $ 9.8 million and $ 28.7 million of the Company's revenue were attributable to the acquired FCI Business.

The following unaudited pro forma consolidated financial information reflects the results of operations of the Company for the twelve months ended December 31, 2023 and 2022 as if the acquisition had occurred as of January 1, 2022, after giving effect to certain purchase accounting and financing adjustments.

These amounts are based on financial information of the acquired business unit and are not necessarily indicative of what the Company’s operating results would have been had the acquisition taken place on January 1, 2022:

Three months ended December 31, Twelve months ended December 31,

(in thousands) 2023 2022 2023 2022

Revenue $ 58,605 $ 48,336 $ 197,964 $ 193,810

Income (loss) before income taxes 5,226 4,114 ( 13,954 ) ( 2,990 )

Net income (loss) $ 6,357 $ 3,718 $ ( 10,813 ) $ ( 753 )

Pro forma financial information is presented as if the operations of the acquired business unit had been included in the consolidated results of the Company since January 1, 2022 and gives effect to transactions that are directly attributable to the acquisition.

Adjustments include additional depreciation and amortization expense related to the fair value of acquired property and equipment and intangible assets as if such assets were acquired on January 1, 2022.

Transaction costs incurred by the Company related to the acquisition totaled approximately $ 1.5 million for the twelve months ended December 31, 2023, which were expensed and recorded as a component of general and administrative expenses in the consolidated statement of operations.

Goodwill and intangible assets, net

The addition of goodwill for the year ended December 31, 2023 is discussed in Note 9.

On October 28, 2024, Cytek Biosciences Ltd completed an immaterial acquisition of certain assets of Cytometric Engineering Ltd.

FlowCEL) for cash consideration of $ 571,732 .

The increase in goodwill and the customer relationships intangible during the year ended December 31, 2024 was primarily due to this acquisition.

The following table shows the components of intangible assets, net (in thousands):

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Intangible assets, net $ 20,128 $ 23,084

Total amortization expense for the year ended December 31, 2023, 2022, and 2021 were approximately $ 3.3 million, $ 0.8 million and $ 0.3 million, respectively.

Total amortization expense for the years ended December 31, 2024, 2023 and 2022 were approximately $ 3.7 million, $ 3.2 million, $ 0.8 million, respectively.

Legal settlement liability

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Accordingly, beginning the second quarter of 2022, the remaining contractual payments were classified as operating expenses as they were considered deferred litigation settlement.

The Company recorded $ 0 million , $ 0.6 million, and $ 3.3 million product cost of sales related to royalty expense for the year ended December 31, 2023, 2022, and 2021, respectively.

The Company recorded $ 1.6 million, $ 2.2 million, and $ 1.7 million of interest expense for the year ended December 31, 2023, 2022, and 2021, respectively, to accrete the present value discount of the payment streams over the payment period of ten years from the settlement date using the effective interest rate method.

The Company recorded $ 0.0 million, $ 0.0 million, and $ 0.6 million product cost of sales related to royalty expense for the years ended December 31, 2024, 2023, and 2022, respectively.

The Company recorded $ 5.5 million of reduction in interest expense for the years ended December 31, 2024 , and $ 1.6 million, and $ 2.2 million of interest expense for the years ended December 31, 2023, and 2022, respectively, to accrete the present value discount of the payment streams over the payment period of ten years from the settlement date using the effective interest rate method.

The Company made a one-time upfront payment and issued 2,087,545 shares of the Company’s common stock to BD during the year ended December 31, 2020.

The Company recorded legal settlement liability on the consolidated balance sheets of $ 10.7 million and $ 19.0 million as of December 31, 2024 and December 31, 2023, respectively, and will record licensing expense in future periods.

In the fourth quarter of 2024, the Company determined that it was necessary to revise its long-term forecasted net sales subject to royalties under the BD settlement as a result of the current macroeconomic conditions and headwinds.

As a result, the Company remeasured the fair value of the legal settlement liability presented in the Consolidated Balance Sheets as of December 31, 2024.

Based on the updated forecast, the Company recorded a $ 7.3 million reduction of the legal settlement liability, with a corresponding change to interest income (expense), net in the Consolidated Statements of Operations and Comprehensive Income (Loss) for the year ended December 31, 2024.

The following table shows the components of the legal settlement liability (in thousands):

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Total legal settlement liability $ 10,741 $ 19,038

On November 7, 2022, Cytek (Wuxi) Biosciences Co., Ltd, the Company’s China subsidiary (“Cytek Wuxi”), entered a fixed asset loan agreement with Bank of Communications, China.

The loan is denominated in Chinese renminbi and collateralized by Cytek Wuxi's cash deposit to the bank.

The deposit is in a separate account with Cytek Wuxi's name, but the use of such account is restricted.

On November 7, 2022, Cytek Wuxi entered a fixed asset loan agreement with Bank of Communications, China (the “Wuxi Loan”).

The Wuxi Loan was denominated in Chinese renminbi and collateralized by Cytek Wuxi's cash deposit to the bank.

The deposit was in a separate account with Cytek Wuxi's name, but the use of such account was restricted.

The Company presented the deposit as restricted cash on the audited consolidated balance sheets as of December 31, 2022.

In April 2023, the restricted cash account was released.

The purchased building in Wuxi served as collateral.

April 2023, the restricted cash account was released.

The purchased building in Wuxi serves as collateral for the Wuxi Loan.

The total loan amount was $ 2.9 million and the loan term is five years .

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The fixed interest rate on the loan was 4.5 %.

On January 16, 2024, the Company signed a maximum credit agreement with Bank of Communications, China for 40 million Chinese renminbi (approximately US $ 5.7 million).

This credit is collateralized by the Wuxi building purchased in November 2023.

20 million Chinese renminbi (approximately US $ 2.8 million) under the credit agreement serves as collateral for the Wuxi Loan.

The remaining 20 million Chinese renminbi (approximately US $ 2.8 million) can be borrowed, as needed, as a short-term loan for normal business operation requirements.

The line of credit is available from December 25, 2023 to December 25, 2024.

On February 28, 2024, based on the above mentioned line of credit, Cytek Wuxi entered into a one year loan agreement with Bank of Communications, China.

The loan is denominated in Chinese renminbi and collateralized by the building purchased by Cytek Wuxi in November 2023.

The total loan amount was 10 million Chinese renminbi (approximately US $ 1.4 million) and the interest rate is fixed at 3.45 %.

The loan effective term is February 28, 2024 to February 28, 2025.

The interest expenses are paid on a monthly basis.

The loan will be used for operating expenses.

The current portion of the line of credit loan of 10 million Chinese renminbi (approximately US $ 1.4 million) is included in other current liabilities.

Cytek Wuxi intends to pay off the total loan amount of 10 million Chinese renminbi (approximately US $ 1.4 million) that it borrowed from Bank of Communications, China, at the end of the loan term on February 28, 2025.

On October 24, 2024, the Company signed a maximum credit agreement with the Bank of China, Wuxi Branch, for 37 million Chinese renminbi (approximately US $ 5.2 million).

This credit is collateralized by Cytek Wuxi's cash deposit to the bank.

The 37 million Chinese renminbi (approximately US $ 5.2 million) can be borrowed, as needed, as a short-term loan for normal business operation requirements.

The line of credit is available from October 24, 2024 to September 22, 2025.

During the fourth quarter, the Company withdrew 10 million Chinese renminbi (approximately US $ 1.4 million) in November and an additional 10 million Chinese renminbi (approximately US $ 1.4 million) in December to support its operational needs.

The outstanding balance as of December 31, 2024, was 17 million Chinese renminbi (approximately US $ 2.4 million).

As of December 31, 2024, the Company has authorized 1,000,000,000 shares of common stock at $ 0.001 par value.

Holders of common stock are entitled to one vote per share, and to receive dividends, only and if declared by the Board of Directors and, upon liquidation or dissolution, are entitled to receive all assets available for distribution to stockholders, subordinate to the rights, preferences and privileges of any outstanding Preferred Stock with respect to dividends and in connection with a liquidation, winding up and dissolution of the Company.

Holders of common stock are entitled to one vote per share, and to receive dividends, only and if declared by the Company’s Board of Directors (the “Board”) and, upon liquidation or dissolution, are entitled to receive all assets available for distribution to stockholders, subordinate to the rights, preferences and privileges of any outstanding preferred stock with respect to dividends and in connection with a liquidation, winding up and dissolution of the Company.

The holders have no preemptive or other subscription rights.

On July 16, 2021, the Board and the Company’s stockholders approved an amendment and restatement of the Company’s certificate of incorporation to effect a 1.3333 -for-1 stock split of its common stock and redeemable convertible preferred stock, which became effective upon filing with the Secretary of State of the State of Delaware on July 16, 2021.

On July 16, 2021, the Board and the Company’s stockholders approved an amendment and restatement of the Company’s certificate of incorporation, which became effective immediately following the closing of the Company's initial public offering (“IPO”) and filing with the Secretary of State of the State of Delaware on July 27, 2021.

On August 26, 2022, the Company filed with the SEC an automatic shelf registration statement on Form S-3ASR (File No.

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In connection with the filing of the Registration Statement, the Company also entered into a sales agreement (the “2022 Sales Agreement”) with Piper Sandler & Co.

(“Piper”) as sales agent to sell from time to time up to $ 150 million of the Company’s common stock through an “at-the-market” offering program as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the “Securities Act”).

Pursuant to the terms of the 2022 Sales Agreement, the aggregate compensation payable to Piper is up to 3 % of the gross proceeds from the sale of common stock sold by Piper pursuant to the 2022 Sales Agreement.

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During the twelve months ended December 31, 2023 , the Company repurchased 6,613,780 shares of its outstanding common stock for a total cost of approximately $ 44.2 million at an average price per share of $ 6.66 .

The commissions costs related with the repurchases were $0.1 million for both the three months and twelve months ended December 31, 2023.

The repurchase program was used to return capital to shareholders and to minimize the dilutive impact of stock options and other share-based awards.

The commission costs related to the repurchases were $ 0.1 million for both the three months and twelve months ended December 31, 2023 .

The repurchase program was used to return capital to shareholders and to minimize the dilutive impact of stock options and other stock-based awards.

The repurchased shares of common stock were retired.

The repurchase program expired on December 31, 2023 .

On June 6, 2024, the Board approved a program for the repurchase by the Company of up to an aggregate of $ 50 million of its outstanding common stock.

During the three months ended December 31, 2024, the Company repurchased 1,332,950 shares of its outstanding common stock for a total cost of approximately $ 7.0 million at an average price per share of $ 5.21 .

During the twelve months ended December 31, 2024 , the Company repurchased 3,971,624 shares of its outstanding common stock for a total cost of approximately $ 21.6 million at an average price per share of $ $ 5.41 .

As of December 31, 2024, the Company had a remaining authorized amount of $ 28.5 million in the repurchase program.

The repurchase program was used to return capital to shareholders and to minimize the dilutive impact of stock options and other stock-based awards.

The repurchased shares of common stock were retired.

The repurchase program expired on December 31, 2024.

Under these two repurchase programs, the Company has purchased an aggregate of 10,585,404 shares of its outstanding common stock for a total cost of approximately $ 65.5 million at an average price per share of $ 6.19 .

On December 11, 2024, the Board approved a new program for the repurchase by the Company of up to an aggregate of $ 50 million of its outstanding common stock commencing January 1, 2025, to succeed the expiration of the previous repurchase program on December 31, 2024.

On August 16, 2022, the Inflation Reduction Act of 2022, or IRA, was signed into law.

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Upon the 2021 Plan’s effective date, there were 18,000,000 shares of the Company’s common stock reserved for issuance thereunder.

On January 1 of each year commencing after the effective date of the IPO and continuing through and including January 1, 2031, the number of shares of the Company’s common stock reserved for issuance under the 2021 Plan will increase automatically by an amount equal to 4 % of the number of shares of the Company’s common stock outstanding on the preceding December 31, unless the Company’s Board of Directors elects to authorize a lesser number of shares prior to the applicable January 1.

On January 1 of each year commencing after the effective date of the IPO and continuing through and including January 1, 2031, the number of shares of the Company’s common stock reserved for issuance under the 2021 Plan will increase automatically by an amount equal to 4 % of the number of shares of the Company’s common stock outstanding on the preceding December 31, unless the Board elects to authorize a lesser number of shares prior to the applicable January 1.

As of December 31, 2024, the total number of shares of common stock available for issuance under the 2021 Plan was 22,266,746 shares.

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Options exercisable as of December 31, 2024 5,296,767 $ 8.79 6.07 $ 10,587

The weighted-average grant date fair value of options granted during the year ended December 31, 2023, 2022, and 2021 were $ 6.64 , $ 8.21 , and $ 10.42 per share, respectively.

The weighted-average grant date fair value of options granted during the years ended December 31, 2024, 2023, and 2022 were $ 4.61 , $ 6.64 , and $ 8.21 per share, respectively.

There was $ 14.2 million of unrecognized stock-based compensation expense related to unvested stock options as of December 31, 2024.

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401(k) retirement savings plan

The Company currently maintains a 401(k) retirement savings plan the covers substantially all of its employees (“401(k) Plan”).

The Company currently maintains a 401(k) retirement savings plan that covers substantially all of its employees (the “401(k) Plan”).

The 401(k) Plan permits voluntary contributions by employees, a portion of which are matched by the Company.

The Company’s contributions to the 401(k) Plan were approximately $ 1,678,000 , $ 1,045,000 , and $ 770,000 for the year ended December 31, 2023, 2022, and 2021, respectively.

The Company’s contributions to the 401(k) Plan were approximately $ 1,823,000 , $ 1,678,000 , and $ 1,045,000 for the years ended December 31, 2024, 2023, and 2022, respectively.

For the years ended December 31, 2024, 2023, and 2022, income from continuing operations before taxes consisted of amounts related to U.S.

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Subpart F 1.8 ( 5.3 ) 67.2

Share-based compensation ( 12.2 ) 7.1 21.7

Stock-based compensation ( 44.4 ) ( 12.2 ) 7.1

Other permanent adjustments ( 2.2 ) ( 0.8 ) 1.9

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The Company assesses the available positive and negative evidence to estimate if sufficient future taxable income will be generated to utilize the existing deferred tax assets.

During 2020, the Company released the valuation allowance on its U.S.

deferred tax assets.

The Company believes its deferred tax assets are more likely than not to be realized except for one entity in China which is expected to incur tax losses due to research and development deductions available.

As of December 31, 2023, the Company maintained a valuation allowance with respect to one of its foreign subsidiary’s net operating loss that it believes is not more likely than not to be realized.

As of December 31, 2024, the Company maintained a valuation allowance with respect to one of its foreign subsidiary’s net operating loss that the Company believes is not more likely than not to be realized.

The Company will continue to reassess the valuation allowance annually and if future evidence allows for a partial or full release of the valuation allowance, a tax benefit will be recorded accordingly.

As of December 31, 2023 and 2022, the Company does not have state net operating loss carryforwards.

As of December 31, 2024 and 2023, the Company had state tax credit carryforwards of $ 4.0 million and $ 3.1 million, respectively, to offset future tax liability.

The credit carryforwards are not subject to expiration.

As of December 31, 2023 and 2022, the Company had foreign tax credit for Cytek (Shanghai) Bio Sciences Co., Ltd of $ 0.9 million and $ 0.5 million, respectively, which expires in 2027 if not utilized.

Internal Revenue Code Section 382 places a limitation on the amount of taxable income that can be offset by net operating loss carryforwards and tax credit carryforwards after a greater than 50% change in control in ownership.

As of December 31, 2024 and 2023, the Company had foreign tax credit for Cytek (Shanghai) Biosciences Co., Ltd of $ 1.2 million and $ 0.9 million, respectively, which expires in 2027 if not utilized.

Section 382 of the Internal Revenue Code, as amended, places a limitation on the amount of taxable income that can be offset by net operating loss carryforwards and tax credit carryforwards after a greater than 50% change in control in ownership.

California has similar rules.

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Unrecognized tax benefits as of the beginning of the year $ 3,635 $ 2,235 $ 1,321

Increases related to prior year tax provisions 217 298 65

(Decrease) increase related to prior year tax provisions ( 897 ) 217 298

Increase related to current year tax provisions 861 1,183 616

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The Company accounts for uncertain tax positions under ASC 740.

As of December 31, 2023, 2022 and 2021, there was approximately $ 3.6 million, $ 2.2 million and $ 1.3 million of unrecognized tax benefits, respectively.

As of December 31, 2024, 2023 and 2022, there was approximately $ 3.6 million, $ 3.6 million and $ 2.2 million, respectively, of unrecognized tax benefits.

Of the unrecognized tax benefits, $ 3.3 million , $ 3.4 million and $ 2.0 million represents the amount that if recognized, would favorably affect the effective income tax rate in 2024, 2023 and 2022, respectively.

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The Company files income tax returns in U.S.

federal jurisdiction, various state jurisdictions and foreign jurisdictions.

federal jurisdiction, various U.S.

state jurisdictions and foreign jurisdictions.

The U.S., state and foreign jurisdictions have statutes of limitations that generally range from three to five years.

1 unchanged sentence

The Company is not currently under examination for federal, state or foreign income tax purposes.

As of December 31, 2023, the Company’s management is asserting that it is their intent to indefinitely reinvest unremitted foreign earnings for all its foreign entities.

As of December 31, 2024, the Company’s management asserted that it was their intent to indefinitely reinvest unremitted foreign earnings for all its foreign entities.

The Company determines if an arrangement is or contains a lease at inception, which is the date on which the terms of the contract are agreed to, and the agreement creates enforceable rights and obligations.

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In addition, certain leases contain termination options, where the rights to terminate are held by either the Company, the lessor, or both parties.

These options to extend or terminate a lease are included in the lease terms when it is reasonably certain that the Company will exercise that option.

These options to extend or terminate a lease are included in the lease terms when it is reasonably certain that the Company will exercise

The Company’s leases generally do not contain any material restrictive covenants.

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Total lease cost $ 4,010 $ 4,092

For the year ended December 31, 2023, sublease income was $ 272,000 , recorded as other income.

For the year ended December 31, 2024, sublease loss was $ 10,647 , recorded as other income.

Supplemental cash flow information related to leases is as follows (in thousands):

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Commitments and contingencies

Purchase Obligations

The Company has entered into non-cancelable arrangements with third parties, primarily related to cloud computing and other information technology services.

As of December 31, 2024, future payments under these contractual obligations were as follows (in thousands):

Thereafter 17

Total Purchase Obligations $ 5,850

Legal proceedings

From time to time, the Company is involved in legal proceedings and claims.

On August 14, 2024, Beckman Coulter, Inc.

(“Beckman Coulter”) sued the Company in federal court in the District of Delaware, alleging that the Company's Aurora flow cytometers, Aurora CS cell sorters, and Northern Lights and Northern Lights-CLC products infringe U.S.

10,330,582 and 11,703,443, each titled “Flow Cytometer.” On October 7, 2024, the Company filed an answer denying any liability and including a counterclaim against Beckman Coulter for false marking.

On October 28, 2024, Beckman Coulter filed an answer to the counterclaim, denying liability.

On January 9, 2025, Beckman Coulter filed a first amended complaint, further alleging that the Company’s Aurora flow cytometers, Aurora CS cell sorters, and Northern Lights and Northern Lights-CLC products also infringe U.S.

12,174,106 and 12,174,107, each of which is also titled “Flow Cytometer” and related to the earlier asserted patents.

On February 6, 2025, the Company filed an answer to the first amended complaint, denying any liability and including a counterclaim against Beckman Coulter for false patent marking.

A claim construction hearing is currently scheduled for July 16, 2025, briefing on dispositive motions is currently scheduled in March and April of 2026, and a trial is scheduled for August 17, 2026.

The Company intends to vigorously defend itself and pursue the counterclaim.

The Company evaluates the status of each legal matter, if any, and assesses potential financial exposure.

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As a result, the assessment of a potential liability and the amount of accruals recorded are based on the information available at the time.

The Company is not currently involved in legal actions, nor is management aware of any potential claims or legal actions, for which the ultimate disposition could have a material effect on the Company’s financial position, results of operations or liquidity.

Investment in Cytek Japan

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Net (loss) income attributable to common stockholders per share

The following table sets forth the computation of the Company’s basic and diluted net (loss) income attributable to common stockholders per share for the year ended December 31, 2023, 2022, and 2021 (in thousands except share and per share data):

The following table sets forth the computation of the Company’s basic and diluted net (loss) income attributable to common stockholders per share for the years ended December 31, 2024, 2023, and 2022 (in thousands except share and per share data):

Year Ended December 31,

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net loss (income) allocated to noncontrolling interests — — 92

net income allocated to participating securities — — ( 3,001 )

Net (loss) income attributable to common stockholders, basic and diluted $ ( 6,020 ) $ ( 12,148 ) $ 2,576

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Net (loss) income attributable to common stockholders per share, diluted $ ( 0.05 ) $ ( 0.09 ) $ 0.02

Share-based compensation awards of approximately 9.0 million, 3.5 million, and 2.3 million shares for the years ended December 31, 2023, 2022, and 2021, respectively, were outstanding but were not included in the computation of diluted net income (loss) per share attributable to Cytek Biosciences, Inc.

Stock-based compensation awards of approximately $ 7.2 million , $ 9.0 million, and $ 3.5 million shares for the years ended December 31, 2024, 2023, and 2022, respectively, were outstanding but were not included in the computation of diluted net income (loss) per share attributable to Cytek Biosciences, Inc.

common stockholders, because the effect of including such shares would have been anti-dilutive in the periods presented.

Geographic areas

Segment Information and Geographic Data

Segment Information

The Company operates and manages its business activities on a consolidated basis and has one operating and reportable segment, as defined under ASC 280, Segment Reporting.

Operating segments are defined as components of an enterprise where separate financial information is evaluated regularly by the Chief Operating Decision Maker (“CODM”), who decides how to allocate resources and assess performance.

The Company’s Chief Executive Officer serves as the CODM and is responsible for evaluating the Company’s financial performance and allocating resources.

The CODM uses net income as the measure of profit or loss to allocate resources, assess performance, and monitor budgets against actual results.

Further, the CODM reviews the significant segment expenses in the table below on net (loss) income when assessing performance and allocating resources, as well as those used for strategic decisions related to headcount and

capital expenditures.

The measure of segment assets is reported on the balance sheet as total assets.

The CODM does not review segment assets at a level other than that presented in the Company’s consolidated balance sheets.

The following table reflect the Company’s significant segment expenses:

(In thousands) 2024 2023 2022

Revenue, net:

Product $ 153,263 $ 156,717 $ 148,600

Service 47,190 36,298 15,436

Total revenue, net 200,453 193,015 164,036

Cost of sales (excluding stock-based compensation) 82,922 78,655 59,024

Amortization - license & IP expense 1,997 1,721 1,183

Sales (excluding stock-based compensation) 29,320 25,510 17,120

Marketing (excluding stock-based compensation) 15,028 19,349 12,692

Research and development (excluding stock-based compensation) 32,975 37,475 29,823

General and administrative (excluding stock-based compensation) 31,885 36,102 29,403

Stock-based compensation expense 26,848 22,048 16,594

Other segment items ( 14,504 ) ( 15,696 ) ( 4,288 )

Net (loss) income $ ( 6,020 ) $ ( 12,148 ) $ 2,484

Other segment items include other income (expenses) and interest income (expenses).

Revenue by geographic location

The Company sells its products worldwide and attributes revenue to the geography where the product is delivered.

The geographical distribution of revenue for the year ended December 31, 2023, 2022, and 2021 was as follows (in thousands):

The geographical distribution of revenue for the years ended December 31, 2024, 2023, and 2022 was as follows (in thousands):

Year Ended December 31,

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Other includes Canada and Latin America.

For the year ended December 31, 2023 and 2022, the Company had no major customers.

The Company had no major customers and no individual country represented more than 10% of total revenues for the years ending December 31, 2024, 2023, and 2022.

Long-lived assets by geographic location

As of December 31, 2024 and December 31, 2023, the Company’s long-lived assets by geographic area were as follows (in thousands):

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As of December 31, 2024 and December 31, 2023, most of the Company’s long-lived assets were located in the United States and in Wuxi, China.

Related party transactions

On May 7, 2022, the Company’s wholly-owned Hong Kong subsidiary (“Cytek HK”) completed an investment of $ 1.6 million in Tianjin Deep Analysis Intelligent Technology Development Co., Ltd, a company incorporated under the laws of the People’s Republic of China (“DeepCyto”) in consideration for the issuance of Series A preferred shares of DeepCyto, representing an ownership interest of approximately 3.3 %.

At the time of the investment, an entity affiliated with Northern Light Venture Capital (“NLVC”) had a significant ownership interest in DeepCyto and a representative serving on the DeepCyto board of directors.

The founding managing partner of NLVC served as a member of the Company’s board of directors until June 1, 2022.

Subsequent Events

On January 16, 2024, the Company signed a maximum credit agreement with Bank of Communications, China.

for 40 million Chinese renminbi (approximately US $ 5.7 million).

This credit is collateralized by the Wuxi building purchased in November 2023 as disclosed in Note 12.

Among the total 40 million renminbi (approximately US $ 5.7 million), 20 million Chinese renminbi (approximately US $ 2.8 million) served as collateral for the loan.

The remaining 20 million Chinese renminbi (approximately US $ 2.8 million) can be borrowed, as needed, as a short-term loan for normal business operation requirements.

The line of credit is available from December 25, 2023 to December 25, 2024.

On February 28, 2024, Cytek (Wuxi) Biosciences Co., Ltd, the Company’s China subsidiary (“Cytek Wuxi”), based on the above mentioned line of credit, entered a one year loan agreement with Bank of Communications, China.

The loan is denominated in Chinese renminbi and collateralized by the building purchased by Cytek Wuxi in November, 2023.

The total loan amount was 10 million Chinese renminbi (approximately US $ 1.4 million) and the interest rate is fixed at 3.45 %.

The loan effective term is February 28, 2024 to February 28, 2025.

The interest expenses will be paid on a monthly basis.

The loan will be used to pay employees' payroll or suppliers' invoices.

On February 29, 2024, the Company exercised its right to terminate one of its Seattle, Washington leases.

Pursuant to the early termination provision in the lease agreement, the Company paid an early termination fee of $ 0.1 million.

Accordingly, the lease will expire on August 31, 2024 rather than on its original expiration date of December 31, 2026.

This reduces our future lease payments of $ 0.2 million.

Credit Agreement

On January 6, 2025, Cytek (Shanghai) Biosciences Co., Ltd.

signed a maximum credit agreement with Bank of Ningbo, for 10 million Chinese renminbi (approximately US $ 1.4 million ).

Cytek Wuxi collateralizes this credit to the bank, and the interest rate is fixed at 3.1 % .

The line of credit is available from January 7, 2025 to January 9, 2026.

On January 15, 2025, Cytek (Shanghai) Biosciences Co., Ltd.

withdrew $ 2.0 million Chinese renminbi (approximately US $ 0.3 million ) to support its operational needs.

As of February 27, 2025, the outstanding balance was 8 million Chinese renminbi (approximately US $ 1.1 million ).

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data