What changed in this filing

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Item 9A. Controls and Procedures

2025-02-28 compared with 2024-03-13 · 52 added, 43 removed, 213 unchanged (31% of the section changed)

15 unchanged sentences

• Control environment – Management did not maintain an effective control environment based on the criteria established in the COSO framework and identified deficiencies in the principles associated with the control environment of the COSO framework.

Specifically, the Company does not have a sufficient number of qualified resources within our accounting and IT function with the appropriate level of technical accounting or other requisite knowledge to (1) timely identify and assess accounting implications of transactions and (2) perform assigned responsibilities and have appropriate accountability for the design and operation of internal control over financial reporting.

Specifically, the Company’s resources within its accounting and IT function require additional time to perform their assigned responsibilities for a sufficient period of time to evidence an effective control environment.

• Control activities – Management did not design and implement effective control activities based on the criteria established in the COSO framework and identified deficiencies in the principles associated with the control activities component of the COSO framework.

4 unchanged sentences

The following material weaknesses were contributing factors:

(i) inadequate general information technology controls (GITCs) in the area of access security over certain information technology systems that support the Company’s financial reporting processes.

(i) inadequate general information technology controls (GITCs) in the areas of access security and program change-management over certain information technology systems that support the Company’s financial reporting processes.

Some of our business process controls (automated and manual) are dependent on the affected GITCs;

7 unchanged sentences

Throughout 2024, we have executed, and we will continue to execute the following steps intended to remediate the material weaknesses described above and strengthen our internal control over financial reporting:

• We are committed to augmenting our workforce with qualified personnel in both our accounting and information technology functions.

• Leveraging external consultants, we will revise and improve the design of our controls, implement reviews and monitor the effectiveness of our system of internal controls, including GITCs.

• We are dedicated to identifying and appointing qualified personnel to assume responsibility for the design and operation of internal control over financial reporting and monitor the progress of remediation.

• We are committed to an ongoing process to revise and enhance the design of existing controls and implement new controls, update documentation, expand education and training, and strengthen supervisory reviews by our management.

• We will continue to further strengthen, GITCs related to financial accounting and reporting systems including implementing monitoring controls as appropriate.

This includes the implementation of monitoring controls where deemed necessary to ensure ongoing effectiveness.

• We will continue to automate workflows and enhance oversight over the execution and review of manual journal entry controls and account reconciliations.

Furthermore, we will continue to provide training for such enhanced oversight and review.

• We have augmented our workforce with qualified personnel in both our accounting and information technology functions.

We have appointed personnel that are qualified to assume responsibility for the design and operation of internal control over financial reporting and monitor the progress for remediation.

• We are continuing to revise and improve the design of our controls, implement reviews and monitor the effectiveness of our internal control environment with external consultants with subject matter expertise, including GITCs.

• We are committed to an ongoing process to revise and implement new controls, update documentation.

• We will continue to expand education and training, enforce accountability, and strengthen supervisory reviews by our management.

• We will continue to focus on control execution and monitoring internal controls within our revenue and inventory processes.

• We are committed to further strengthen GITCs related to financial accounting and reporting systems including implementing monitoring controls as appropriate.

We invested in redesigning of our IT systems in 2024 through early 2025 to get those systems in compliance.

We plan to continue to devote significant time and attention to remediate the above material weaknesses as soon as reasonably practicable.

12 unchanged sentences

In our opinion, because of the effect of the material weaknesses identified below on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2023, of the Company and our report dated March 13, 2024, expressed an unqualified opinion on those financial statements.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2024, of the Company and our report dated February 27, 2025, expressed an unqualified opinion on those financial statements.

Basis for Opinion

18 unchanged sentences

Control environment – Management did not maintain an effective control environment based on the criteria established in COSO and identified deficiencies in the principles associated with the control environment of COSO.

Specifically, the Company does not have a sufficient number of qualified resources within its accounting and IT function with the appropriate level of technical accounting or other requisite knowledge to (1) timely identify and assess accounting implications of transactions and (2) perform assigned responsibilities and have appropriate accountability for the design and operation of internal control over financial reporting.

Control activities – Management did not design and implement effective control activities based on the criteria established in the COSO framework and identified deficiencies in the principles associated with the control activities component of COSO.

component of COSO.

Specifically, these related to:

3 unchanged sentences

The following material weaknesses were contributing factors:

(i) inadequate general information technology controls in the area of access security over certain information technology systems that support the Company’s financial reporting processes.

(i) inadequate general information technology controls in the areas of access security and program change-management over certain information technology systems that support the Company’s financial reporting processes.

Some of the Company’s business process controls (automated and manual) are dependent on the affected general information technology controls;

4 unchanged sentences

San Jose, California

March 13, 2024

February 27, 2025

Other Information

Adoption, Modification or Termination of 10b5-1 Trading Plans

On November 10, 2023 , Wenbin Jiang , our Chief Executive Officer, President and Chairman of the Board of Directors , terminated his written plan for the sale of the Company’s securities adopted on November 17, 2022 (the “Plan”).

The termination of the Plan was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

The Plan was set to expire on January 31, 2024 and covered the sale of a total of 1,200,000 shares of the Company’s common stock held by Dr.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

6 unchanged sentences

The reference to our website address does not constitute incorporation by reference of the information contained at or available through our website, and you should not consider it to be part of this Annual Report.

We have adopted an insider trading policy governing the purchase, sale, and other dispositions of our securities by our directors, officers and employees and by the Company itself.

We believe this policy is reasonably designed to promote compliance with insider trading laws, rules and regulations and the listing standards of the Nasdaq Stock Market.

A copy of our Insider Trading Policy is filed with this Annual Report on Form 10-K as Exhibit 19.1.

Executive Compensation.

12 unchanged sentences

Consolidated Balance Sheet

Consolidated Statements of Operations and Comprehensive ( L oss) Income

Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit)

Consolidated Statements of Operations and Comprehensive (Loss) Income

Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity

Consolidated Statements of Cash Flows

6 unchanged sentences

Exhibit Filing

Asset Purchase Agreement, dated February 13, 2023, by and between Cytek, Inc.

and Luminex Corporation

10.16 03/01/2023

3.1 Amended and Restated Certificate of Incorporation

10 unchanged sentences

4.3 03/01/2023

10.1 Amended and Restated Investors’ Rights Agreement, by and among Cytek Biosciences, Inc.

and certain of its stockholders, dated October 23, 2020.

S-1 333-257663

10.1 07/02/2021

10.1 Cytek Biosciences, Inc.

32 unchanged sentences

10.1 05/09/2023

10.11 O ffer letter, by and between Cytek Biosciences, Inc.

and Allen Poirson, Ph.D., dated M arch 23, 2021.

10.2 05/08/2024

10.12 Offer letter, by and between Cytek Biosciences, Inc.

and William McCombe , dated M arch 18 , 202 4 .

10.1 03/19/2024

10.13 Cytek Biosciences, Inc.

Amended and Restated Severance Benefit Plan.

Second Amended and Restated Severance Benefit Plan.

10.1 05/08/2024

Supply Agreement between the Registrant and Cytek (Wuxi) Biosciences Co., Ltd, a China subsidiary of Cytek Biosciences, Inc., and Coherent NA, Inc.

11 unchanged sentences

10.14 07/02/2021

Asset Purchase Agreement, dated February 13, 2023, by and between Cytek, Inc.

and Luminex Corporation

10.16 03/01/2023

10.18 F irst Amendment to Lease, by and betwe en DHC ZB Properties LLC and Cytek Biosciences , Inc., dated October 28, 2024.

10.19 Equity Distribution Agreement, by and between the Company and Piper Sandler & Co.

2 unchanged sentences

1.2 08/26/2022

19.1 I nsider Trading Policy

21.1 List of Subsidiaries of the Registrant

9 unchanged sentences

Incentive Compensation Recoupment Policy

97 03/13/2024

101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.

16 unchanged sentences

Cytek Biosciences, Inc.

March 13, 2024

February 27, 2025

/s/ Wenbin Jiang

2 unchanged sentences

(Principal Executive Officer)

March 13, 2024

/s/ Patrik Jeanmonod

Patrik Jeanmonod

February 27, 2025

/s/ William McCombe

William McCombe

Chief Financial Officer

1 unchanged sentence

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Wenbin Jiang, Patrik Jeanmonod and Valerie Barnett, and each or any one of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-facts and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitutes or substitutes, may lawfully do or cause to be done by virtue hereof.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Wenbin Jiang, William McCombe and Valerie Barnett, and each or any one of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-facts and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitutes or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Name Title Date

/s/ Wenbin Jiang President, Chief Executive Officer and Director March 13, 2024

/s/ Wenbin Jiang President, Chief Executive Officer and Director February 27, 2025

Wenbin Jiang, Ph.D.

(Principal Executive Officer)

/s/ Patrik Jeanmonod Chief Financial Officer March 13, 2024

Patrik Jeanmonod (Principal Financial and Accounting Officer)

/s/ Ming Yan Chief Technology Officer and Director March 13, 2024

/s/ William McCombe

Chief Financial Officer February 27, 2025

William McCombe (Principal Financial and Accounting Officer)

/s/ Ming Yan Chief Technology Officer and Director February 27, 2025

Ming Yan, Ph.D.

/s/ Jack Ball Director March 13, 2024

/s/ Don Hardison Director March 13, 2024

/s/ Deborah Neff Director March 13, 2024

/s/ Gisele Dion Director March 13, 2024

/s/ Vera Imper Director March 13, 2024

/s/ Jack Ball Director February 27, 2025

/s/ Don Hardison Director February 27, 2025

/s/ Deborah Neff Director February 27, 2025

/s/ Michael Holder

Director February 27, 2025

Michael Holder

/s/ Vera Imper Director February 27, 2025

Vera Imper, Ph.D.

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 9A. Controls and Procedures