What changed in this filing

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Item 1. Business

2026-02-26 compared with 2025-02-28 · 99 added, 79 removed, 445 unchanged (29% of the section changed)

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This patented optics design enables researchers to effectively collect the full range of light emissions in an extremely compact space, resulting in higher resolution and enabling the development of highly complex assays with 50 different colors (individual fluorochromes), supporting 50 biomarkers within just a single tube.

Our FSP cell analyzers, the Cytek Aurora™ and Northern Lights™ systems, deliver high-resolution, high-content and high-sensitivity cell analysis and address the inherent limitations of other technologies by providing a higher level of multiplexing with exquisite sensitivity, more flexibility and increased efficiency, all at a lower cost for performance.

Additionally, our Cytek Aurora cell sorter (“Aurora CS system”) leverages our FSP technology to further broaden our potential applications across cell analysis by enabling the same number of parameters with the same sensitivity as the Cytek Aurora cell analyzer system.

Our FSP cell analyzers, the Cytek Aurora™, Northern Lights™, and Cytek Aurora Evo systems, deliver high-resolution, high-content and high-sensitivity cell analysis and address the inherent limitations of other technologies by providing a higher level of multiplexing with exquisite sensitivity, more flexibility and increased efficiency, all at a lower cost for performance.

Each system is supported by our highly intuitive, proprietary embedded SpectroFlo ® software, our reagents, and our service offerings to provide a comprehensive, end-to-end platform of solutions for our customers.

Since our first U.S.

commercial launch in mid-2017 through December 31, 2024, we have sold and deployed our instruments to customers around the world, including pharmaceutical companies, biopharma companies, academic research centers, and clinical research organizations (“CROs”).

commercial launch in mid-2017, we have sold and deployed our instruments to customers around the world, including pharmaceutical companies, biopharma companies, academic research centers, and contract research organizations (“CROs”).

Our solutions have enabled researchers to make significant scientific advances in key areas of medical discovery (such as oncology, immunology and infectious diseases) in addition to empowering improved downstream cell analysis with complementary cell analysis technologies (such as next-generation sequencing (“NGS”)).

We believe that our innovative FSP and targeted cell isolation technology has the potential to accelerate scientific discovery and have a profound impact on the understanding of cell biology, immunotherapy, and targeted therapeutic approaches (personalized medicine).

Further, there has been a meaningful increase in the number of publications generated to showcase our technology, with more than 2,300 peer-reviewed articles published since our first commercial launch in 2017, including many prominent journals, across a wide range of applications including oncology, infectious diseases, immunology, immunotherapy and immuno-oncology.

Further, there has been a meaningful number of publications generated to showcase our technology, with more than 3,500 peer-reviewed articles published relating to our FSP products since our first commercial launch in 2017, including many prominent journals, across a wide range of applications including oncology, infectious diseases, immunology, immunotherapy and immuno-oncology.

Our FSP platform was purpose-built to advance the next generation of cell analysis by delivering deep insights, high-throughputs and ease-of-use.

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Flow Cytometry and Imaging (FCI) Business

On February 28, 2023, we completed the acquisition of certain assets (the “FCI Acquisition”) relating to the flow cytometry and imaging business of Luminex Corporation (“Luminex”), including relating to the business of manufacturing, marketing, selling, servicing and maintaining Amnis ® - and Guava ® -branded instruments, and flow cytometry reagent products and services (the “FCI Business”).

The acquired FCI Business includes conventional flow and image-based flow cytometry instrumentation and related products and services (the “FCI Products”), which provide insights into all facets of cellular phenotypes and morphology.

In addition to our FSP product portfolio, pursuant to an acquisition in February 2023, we offer conventional flow and image-based flow cytometry instrumentation and related products and services under the Amnis ® and Guava ® brands, which provide insights into all facets of cellular phenotypes and morphology.

Amnis instruments and applications are important tools in the investigation of cell morphology, intracellular translocation and cell-cell interaction in a variety of research areas, including immunology, neurobiology, stem cell research and cell biology.

The addition of Guava flow cytometers expands our core instrument offerings, adding cost-effective, entry-level and personal instrument options with microcapillary-based fluidics for cell analysis.

Guava flow cytometers expand our core instrument offerings, adding cost-effective, entry-level and personal instrument options with microcapillary-based fluidics for cell analysis.

The Guava microcapillary-based flow cytometers are mainly adopted by entry to mid-range flow cytometry users who are looking for easy-to-use and cost-effective solutions for applications, such as cell counting, cell biology and lower-plex immunophenotyping.

The FCI Acquisition supports our plan to develop new products and capabilities with flow cytometry and imaging technology, expand our reach and offerings into customer segments previously underserved, and increase the efficiency of our operations .

Our Competitive Strengths

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As of December 31, 2025, our multidisciplinary group of over 700 employees includes employees with expertise across optics, electronics, fluidics, computer sciences, chemistry, biology, and medical sciences.

Our worldwide commercial team of 244 employees and our research and development team of 164 employees have significant expertise, industry experience and collaborative relationships with key opinion leaders (“KOLs”), industry leaders, innovators and potential customers.

Our worldwide commercial team of more than 270 employees and our research and development team of more than 150 employees have significant expertise, industry experience and collaborative relationships with key opinion leaders (“KOLs”), industry leaders, innovators and potential customers.

We have a long history of providing high-quality and efficient customer service and our product development efforts reflect our deep understanding of our customers’ needs.

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Our revenue for fiscal years 2025, 2024 and 2023 was $201.5 million, $200.5 million, and $193.0 million, respectively.

We generated net losses of $6.0 million and $12.1 for fiscal years 2024 and 2023, respectively, and net income of $2.5 million for fiscal year 2022.

We generated net losses of $66.5 million, $6.0 million, and $12.1 million for fiscal years 2025, 2024 and 2023, respectively.

Our cash and cash equivalents, restricted cash and short-term investments were $261.5 million, $277.9 million and $262.7 million on December 31, 2025, 2024 and 2023, respectively.

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Our development efforts focus on value-additive features and enhancements to meet the growing needs of the cell analysis market.

These efforts drive continued innovation across our proprietary reagents, software and services offerings, in addition to new instrumentation releases, such as the Aurora CS system, the Cytek Orion™ reagent cocktail preparation system and the Enhanced Small Particle™ (ESP™) detection option for our Cytek Aurora, Northern Lights and Aurora CS systems .

These efforts drive continued innovation across our proprietary reagents, software and services offerings, in addition to new instrumentation releases, such as the Cytek Aurora Evo system, the Muse Micro system and the Enhanced Small Particle™ (ESP™) detection option for our Cytek Aurora, Northern Lights and Aurora CS systems .

• Invest in integrated workflow solutions to drive pull-through from our consumables and services.

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We can provide insights to clinicians to facilitate personalized medicine for patients, as well as facilitate biopharma’s research and development efforts to develop the next-generation of targeted therapies.

Our Northern Lights-CLC (NL-CLC ™ ) system has been registered or approved for clinical use in the European Union and China, and we plan to continue generating supporting publications and data, as well as pursue any required regulatory approvals for clinical use in the United States.

Our Northern Lights-CLC (NL-CLC ™ ) system has been registered or approved for clinical use in the European Union and China.

We plan to pursue regulatory approvals for clinical use of certain of our products in the United States.

Our Market Opportunity and Industry Background

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Since our FSP platform provides highly complex data down to single-cell resolution at a rapid speed, it is inherently well-suited to drive more targeted and efficient downstream analyses for other single-cell technologies, such as NGS, single-cell capture and sample preparation, high-resolution microscopy (such as mass imaging cytometry, super resolution microscopy, confocal microscopy and high-throughput screening platforms), and micro and optofluidic systems.

FSP technology is highly complementary to single-cell genomics applications utilizing NGS as it can be used earlier in workflows to rapidly phenotype and isolate living cell

populations to the single-cell level with highly multiplexed proteomic data.

FSP technology is highly complementary to single-cell genomics applications utilizing NGS as it can be used earlier in workflows to rapidly phenotype and isolate living cell populations to the single-cell level with highly multiplexed proteomic data.

These cells can then be transferred from our instrument into NGS systems to correlate proteomic and genomic expression, which in turn enables researchers to develop novel drug targets for therapeutics and clinicians to drive outcomes for patients through more informed treatment decision-making.

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Deep cellular analysis is a key application that we expect to enable a new age of healthcare delivery, and in particular, personalized medicine.

The global healthcare market requires advanced cell analysis technologies to research therapeutic and diagnostic solutions to address emerging and chronic infectious diseases, an aging population with a myriad of chronic diseases, and the need for more effective and targeted therapeutics.

The global healthcare market requires advanced cell analysis technologies to research

therapeutic and diagnostic solutions to address emerging and chronic infectious diseases, an aging population with a myriad of chronic diseases, and the need for more effective and targeted therapeutics.

These primary market forces, among others, will drive the direction for cell analysis applications that provide new possibilities for novel drug development and improved patient outcomes through enhanced disease detection, diagnosis, and treatment monitoring.

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Our products are used in the world’s most renowned pharmaceutical and CROs, as well as premier academic and research institutions.

Cytek Aurora and Northern Lights Systems

Our Cytek Aurora and Northern Lights systems were commercially launched in June 2017 and October 2018, respectively.

Both instruments are highly flexible, intuitive, and ultra-sensitive full spectrum flow cytometers, utilizing state-of-the-art optics and low-noise electronics to provide excellent sensitivity and resolution, allowing researchers to resolve rare cell populations that were previously challenging to resolve.

The optics and electronics designs, combined with flat-top beam profiles and a unique vacuum fluidics system, translate to outstanding performance from low to high sample flow rate, analyzing up to 35,000 events per second with certain configurations.

Cytek Aurora, Northern Lights and Cytek Aurora Evo Systems

Our Cytek Aurora, Northern Lights and Cytek Aurora Evo systems were commercially launched in June 2017, October 2018 and May 2025, respectively, and are used in the study of infectious diseases, immunology, immunotherapy, immuno-oncology, oncology, inflammation, and drug discovery .

The instruments are highly flexible, intuitive, and ultra-sensitive full spectrum flow cytometers, utilizing state-of-the-art optics and low-noise electronics to provide excellent sensitivity and resolution, allowing researchers to resolve rare cell populations that were previously challenging to resolve.

The optics and electronics designs, combined with flat-top beam profiles and a unique vacuum fluidics system, translate to outstanding performance from low to high sample flow rate, analyzing up to 65,000 events per second with the Cytek Aurora Evo system.

Additionally, our optical design and unmixing algorithm make the instrument amenable to a wide array of applications and fluorochrome options, all without needing to reconfigure the instrument hardware as would otherwise be required on a conventional flow cytometer.

Our Cytek Aurora and Northern Lights systems are used in the study of infectious diseases, immunology, immunotherapy, immuno-oncology, oncology, inflammation, and drug discovery .

The Cytek Aurora system is available with three to five lasers and can detect 50 biomarkers in one sample tube.

All instruments are upgradeable based on the desired number of lasers, which drives greater or less access to biomarkers.

In addition, the instruments incorporate our SpectroFlo software, which offers an intuitive workflow from quality control to sample acquisition to data analysis, with technology-enabling tools that simplify running applications.

The Cytek Aurora and Cytek Aurora Evo systems are available with three to five lasers and can detect 50 biomarkers in one sample tube.

The recently launched Cytek Aurora Evo system expands on the capabilities of the flagship Cytek Aurora system with high-throughput capabilities at high resolution that support sample flow rates up to 200 µL/min using both tubes and plates, automated startup and shutdown to streamline workflows and improve lab efficiency, harmonization of fluorochrome mean fluorescence intensity and integrated APD module to expand dynamic range of scatter detection that enables the resolution of both small particles and large cells within a single system.

The Northern Lights system is available with one to three lasers and can detect more than 24 biomarkers in one sample tube.

Both instruments are upgradeable based on the desired number of lasers, which drives greater or less access to biomarkers.

In addition, both instruments incorporate our SpectroFlo software, which offers an intuitive workflow from quality control to sample acquisition to data analysis, with technology- enabling tools that simplify running applications.

The Northern Lights-CLC system was registered in the European Union in compliance with Regulation (EU) 2017/746 on In Vitro Diagnostic Medical Devices (the “IVDR”) in November 2023.

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With our technology, users can first identify cell populations and then isolate the live cells for downstream studies, such as single-cell RNA sequencing, proteomics, and cell biology.

We believe this new technology will enable users to gain a deeper level of cell classification, take advantage of key trends and scientific expansion, and allow for greater clinical research applications, such as with MRD, cell analysis and disease discovery.

interest using the same panel and without having to alter the optical configuration, while also being able to sort panels designed for conventional analyzers.

Unlike other high-capacity sorters, we believe the Aurora CS system is the only cell sorter that can accommodate the same number of parameters with the same sensitivity as the Cytek Aurora system and isolate living cell populations of interest using the same panel and without having to alter the optical configuration, while also being able to sort panels designed for conventional analyzers.

The Aurora CS system is designed to enable users to gain a deeper level of cell classification, take advantage of key trends and scientific expansion, and allow for greater clinical research applications, such as with MRD, cell analysis and disease discovery.

Enhanced Small Particle (ESP) Detection Option

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Laser-based fluorescence detection of each cell event can evaluate up to three cellular parameters, providing more quantitative results than non-flow cytometry-based imaging systems.

Cytek Muse Micro Cell Analyzer

In March 2025, we launched the Cytek Muse Micro cell analyzer built on the legacy of the original Guava Muse cell analyzer.

The Cytek Muse Micro system is an affordable option that simplifies flow cytometry while enhancing ease-of-use, precision and versatility.

It is equipped with a 488 nm blue laser and offers five parameters, including forward and side scatter alongside three fluorescent channels, and is designed to meet the diverse needs of testing and research environments across a wide range of industries, including drug discovery, water quality testing, biopharma, bioprocessing and wine and beer production.

A high-precision displacement pump delivers accurate and precise cell counts, eliminating the need for calibration beads.

The system includes Cytek InCyte™ software, empowering users to develop and run their own three-color assays, and pre-optimized kits and modules are available to streamline routine assays with reliable, reproducible results and minimal setup time.

Cytek Guava easyCyte™ Flow Cytometer

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The AMS and ASL systems are automated loaders designed to integrate seamlessly into the Cytek Aurora and Northern Lights systems, increasing sample throughput and adding automation capabilities to our FSP systems.

The systems offer preset settings for ease of use, but also allow researchers to customize and fine-tune the systems for their unique experimental requirements.

The systems offer preset settings for ease of use, but also allow researchers to

customize and fine-tune the systems for their unique experimental requirements.

Both systems allow acquisition from standard 96-well plates, enabling automated sample acquisition without user intervention.

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Reagents and Kits

We launched our cFluor ® reagent products to provide additional options for researchers and clinical laboratories when choosing which biomarkers to run together in a panel, particularly since our Cytek Aurora, Northern Lights and Aurora CS systems allow for more fluorochromes to be run together than was previously commercially available.

We launched our cFluor ® reagent products to provide additional options for researchers and clinical laboratories when choosing which biomarkers to run together in a panel, particularly since our Cytek Aurora, Cytek Aurora Evo, Northern Lights and Aurora CS systems allow for more fluorochromes to be run together than was previously commercially available.

Our cFluor reagents are fluorochrome conjugated antibodies used to identify cells of interest for analysis on our instruments.

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Additionally, we also offer Amnis and Guava-branded reagents and kits.

Our proprietary SpectroFlo software is integrated into our systems and is unique in that it offers intuitive workflows for handling full spectrum flow cytometry data, from quality control to data analysis.

The software was developed specifically for our Cytek Aurora and Northern Lights systems to streamline instrument setup, automated quality control, data analysis, and data management.

The software is optimized for our Cytek Aurora, Northern Lights and Cytek Aurora Evo systems to streamline instrument setup, automated quality control, data acquisition, data analysis, and data management.

With the ability to import a previously designed experiment template, either from a collaborator or from an experiment designed in Cytek Cloud, users are able to quickly set up their experiments and there is no need to re-enter the panel design, acquisition criteria, reagent information or data analysis worksheets, fluorochrome names, cell markers, reagent lots, or acquisition criteria.

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Built on the same intuitive SpectroFlo software workflows and user interface, we provide our SpectroFlo CS software with our Aurora CS systems and our SpectroPrep™ software with our Cytek Orion reagent cocktail preparation system.

The SpectroFlo CS software enables the acquisition and analysis of cell populations with the same high-level resolution provided by our Cytek Aurora system, with the added ability to sort live cells of interest.

The SpectroFlo CS software enables the acquisition and analysis of cell populations with the same high-level resolution provided by our Cytek Aurora, Northern Lights and Cytek Aurora Evo systems, with the added ability to sort live cells of interest.

The SpectroPrep software is wizard-based and guides users to automate their cocktail preparation.

For Guava Muse and easyCyte systems, we utilize InCyte software that has an intuitive, easy-to-use interface that enables users to focus on data at the sample or experimental level.

The software simplifies setup and analysis of plots, and automated compensation makes it easy to perform complex, multi-color assays.

InCyte software includes heat-mapping features to rapidly evaluate data on the multi-plate or parameter analysis.

The software works with standard assay kits available from Cytek to streamline setup, compensation and data analysis and simplify complex, multi-color assays.

InCyte software includes heat-mapping features to rapidly evaluate samples from multi-well plates with multi-parametric data.

The software allows for easy integration for 21 CFR Part 11 environments as well as direct integration with robotic arm and liquid handlers through the GuavaLink™ programs.

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Every dot in every scatter plot is linked to the corresponding cell imagery.

Machine learning modules add the power of computer learning and the ability to create

experiment-specific super features tailored to maximize separation of critical populations using the thousands of features in an IDEAS analysis.

Machine learning modules add the power of computer learning and the ability to create experiment-specific super features tailored to maximize separation of critical populations using the thousands of features in an IDEAS analysis.

The Amnis AI analysis software package takes advantage of deep learning using convolutional neural networks to greatly simplify analysis and accurately identify even the most subtle of cell differences.

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We strive to continually innovate by developing new quantitative tools, which are integrated into our software or available to our customers on our website, to enable users to independently create high-color panels for use with our systems, to support efficient workflow solutions and to provide an intuitive user experience.

We launched Cytek ® Cloud, a digital ecosystem that supports full spectrum flow cytometry research from panel design to data acquisition, seamlessly integrating with our SpectroFlo software.

In November 2022, we launched Cytek ® Cloud, a digital ecosystem that supports full spectrum flow cytometry research from panel design to data acquisition, seamlessly integrating with our SpectroFlo software.

Cytek Cloud features three integrated online tools, Full Spectrum Viewer, Panel Builder and Experiment Builder, to streamline experiment workflow on our Cytek Aurora, Northern Lights and Aurora CS systems.

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In addition, users can auto-populate fluorochromes and marker names and seamlessly transfer panels from Panel Builder to Experiment Builder with a single click, removing redundancies and simplifying the workflow.

In addition to these workflow‑enhancing tools, we expanded the Cytek Cloud ecosystem with the introduction of Quote Builder, a tool designed to streamline the purchasing process for reagents once a panel has been built.

Quote Builder enables users to generate quotes within the platform to make it easier to purchase.

We also began monetizing Cytek Cloud through paid annual licenses with paid tiers that provide enhanced features and expanded functionality to support further innovation while creating value for customers and deepening their engagement with our digital ecosystem.

DxP Athena™ System

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Some potential customers conduct in-depth evaluations of the system, including running experiments on our system and competing systems.

In addition, in many countries outside of North America, sales to academic or governmental

institutions require participation in a tender process involving preparation of extensive documentation and a lengthy review process.

In addition, in many countries outside of North America, sales to academic or governmental institutions require participation in a tender process involving preparation of extensive documentation and a lengthy review process.

As a result of these factors and the budget cycles of our customers, the sales cycle on our instrument, the time from initial contact with a customer to our receipt of a purchase order, can be six months or longer.

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We relocated our Fremont headquarters and manufacturing facility in October 2021 to provide us with expansion capability to support our growth.

Our Fremont facility maintains ISO 9001 and ISO 13485 certifications and manufactures our Cytek Aurora and Aurora CS systems, as well as spare parts.

Our Fremont facility maintains ISO 13485 certification and manufactures our Cytek Aurora, Cytek Aurora Evo and Aurora CS systems, as well as spare parts.

Our San Diego facility, which was assumed in connection with the Tonbo Acquisition to manufacture our reagent products, was awarded ISO 13485 certification in August 2024.

Our Seattle, Washington facility was assumed in connection with the FCI Acquisition and manufactures our Amnis instruments and spare parts.

Our Seattle, Washington facility was assumed in connection with an acquisition in February 2023 and manufactured our Amnis instruments and spare parts until December 31, 2025.

Our Wuxi manufacturing facility commenced operations in 2017.

In November 2023, we purchased a new building in Wuxi, China and relocated substantially all of our Wuxi operations to the new facility in January 2024.

The new Wuxi manufacturing facility maintains ISO 13485 certification and manufactures our Cytek Aurora, Northern Lights, Guava and Athena instruments, certain reagents and spare parts.

The new Wuxi manufacturing facility maintains ISO 13485 certification and manufactures our Cytek Aurora, Cytek Aurora Evo, Northern Lights, Aurora CS, Guava and Athena instruments, certain reagents and spare parts.

Our instruments and reagents for clinical use are currently manufactured only by our Wuxi operations.

Certain instruments manufactured in our Wuxi facility are delivered to our Fremont facility for final assembly and testing.

Certain instruments manufactured in our Wuxi facility are delivered to our Singapore facility for secondary assembly and testing.

We established the manufacturing facility in Wuxi, China to take advantage of the skilled workforce, supplier and partner network, lower operating costs and available government support.

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We have received incentive grants from the local Wuxi government for research, development, and manufacturing.

We believe that having multiple sources for our core products would help mitigate the potential impact of a production disruption at any one of our facilities to ensure a reliable and stable supply chain and product availability for our customers.

We recently opened a manufacturing facility in Singapore, which will manufacture our Cytek Aurora, Northern Lights and Aurora CS instruments.

Our Singapore manufacturing facility commenced operations in March 2025.

The new manufacturing facility manufactures our Cytek Aurora, Cytek Aurora Evo, Northern Lights, Aurora CS and Amnis ImageStream systems, and certain reagents and spare parts.

We believe that having multiple locations capable of manufacturing for our core products would help mitigate the potential impact of a production disruption at any one of our facilities and/or any major changes in the macro trade environment to ensure a reliable, resilient and stable supply chain and product availability for our customers.

We expect that our existing manufacturing capacity for instrumentation and reagents will be sufficient to meet our anticipated needs for at least the next several years.

We rely on a limited number of suppliers for certain components and materials used in our systems.

Key components in our products that are supplied by sole or limited source suppliers include certain lasers and semiconductors that are used in our optical, electrical and fluidic subassemblies.

Key components in our products that are supplied by sole or limited source suppliers include certain lasers and semiconductors that are used in our optical and electrical subassemblies.

While we are in the process of qualifying additional sources of supply, qualifications can take 12 to 24 months and, in some cases, longer.

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We currently compete with established and early stage life sciences and in vitro diagnostics companies developing or commercializing flow cytometry instruments and consumables, as well as other companies that design, manufacture and market instruments, accessories, consumables, reagent kits and software for, among other applications, cell analysis, immunophenotyping, cell sorting and/or provide services related to the same.

Our direct competitors include Agilent Technologies, Beckman Coulter (Danaher Corporation), Becton, Dickinson and Company, Bio-Rad Laboratories, Standard BioTools, Miltenyi Biotec, Sony Biotechnology (Sony Corporation) and Thermo Fisher Scientific.

Our direct competitors include Agilent Technologies, Beckman Coulter (Danaher Corporation), Bio-Rad Laboratories, Standard BioTools, Miltenyi Biotec, Sony Biotechnology (Sony Corporation), Thermo Fisher Scientific and Waters Corporation.

Our target customers may also elect to develop their workflows on conventional flow cytometers or use traditional methods, rather than implementing our platform, or existing customers may decide to stop using our platform.

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These companies have substantially greater financial and other resources than us, including larger research and development, quality and regulatory staff or more established marketing and sales forces.

For further discussion of the risks we face relating to competition, see the section titled “Risk factors— Risks Related to Our Business and Strategy—The market for cell analysis technologies and life sciences tools, including flow

cytometry, is highly competitive, and if we cannot compete successfully with our competitors, we may be unable to increase or sustain our revenue, or achieve and sustain profitability.”

For further discussion of the risks we face relating to competition, see the section titled “Risk Factors— Risks Related to Our Business and Strategy—The market for cell analysis technologies and life sciences tools, including flow cytometry, is highly competitive, and if we cannot compete successfully with our competitors, we may be unable to increase or sustain our revenue, or achieve and sustain profitability.”

INTELLECTUAL PROPERTY

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and to operate without third parties infringing, misappropriating or violating our proprietary rights.

We have developed our own portfolio of issued patents and patent applications directed at our core and system level technology, including claims directed to methods and apparatus of flow cytometers and cell sorters with excitation, fluidics, emission, mechanical, magnetic, electronics, bio-safety and temperature control technology in configurations of our Cytek Aurora, Aurora CS, Northern Lights and Northern Lights-CLC systems.

We also own a number of issued patents related to the Amnis and Guava families of flow cytometer products from the FCI Acquisition.

We have developed our own portfolio of issued patents and patent applications directed at our core and system level technology, including claims directed to methods and apparatus of flow cytometers and cell sorters with excitation, fluidics, emission, mechanical, magnetic, electronics, bio-safety and temperature control technology in configurations of our Cytek Aurora, Cytek Aurora Evo, Aurora CS, Northern Lights and Northern Lights-CLC systems.

We also own a number of issued patents related to the Amnis and Guava families of flow cytometer products acquired in a February 2023 acquisition.

We generally seek patent protection in the United States, Japan, China, the United Kingdom and selected countries of the European Union, such as France and Germany.

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For more information regarding the risks related to our intellectual property, please see “Risk Factors—Risks Related to Our Intellectual Property.”

Including rights acquired in connection with the FCI Acquisition, as of December 31, 2024, we own 35 issued U.S.

utility patents, ten issued Japan utility patents, seven issued European utility patents, three issued China utility patents, one Canada utility patent, one India utility patent, two Australian utility patents, and three Singapore utility patents.

We have 70 pending utility patent applications, including 45 utility patent applications in the United States, three international utility patent applications, nine utility patent applications in the European Union, nine utility patent applications in China, and four utility patent applications in Japan.

As of December 31, 2025, we own 34 issued U.S.

utility patents, 11 issued Japan utility patents, six issued European utility patents, six issued China utility patents, one Canada utility patent, one India utility patent, two Australian utility patents, and three Singapore utility patents.

We have 70 pending utility patent applications, including 47 utility patent applications in the United States, three international utility patent applications, eight utility patent applications in the European Union, eight utility patent applications in China, and four utility patent applications in Japan.

Assuming all maintenance fees are paid, the U.S.

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Patents covering intellectual property relating to design specific technologies invented by our researchers in Shanghai and Wuxi, China are filed in China and owned by our China subsidiaries, respectively.

As of December 31, 2024, our Shanghai subsidiary owns 12 issued utility patents and eight issued invention patents and has two pending invention patent applications, and our Wuxi subsidiary owns 42 issued patents and has five pending invention patent applications.

As of December 31, 2025, our Shanghai subsidiary owns 12 issued utility patents and eight issued invention patents and has two pending invention patent applications, and our Wuxi subsidiary owns 42 issued utility patents and one issued invention patent and has five pending utility patent applications and eight pending invention patent applications.

To our knowledge, there are no third-party claims or contested proceedings with the issued patents or pending patent applications other than the ordinary course proceedings with pending patent applications before the respective patent offices.

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Because patent applications can take many years to publish, there may be applications unknown to us, which may result in issued patents that our existing or future products or technologies may be alleged to infringe.

To the extent our intellectual property protection offers inadequate protection, or is found to be invalid, we are exposed to a greater risk of direct competition.

To the extent our intellectual property protection offers inadequate protection, or is found to be invalid, we are exposed to a

greater risk of direct competition.

If our intellectual property does not provide adequate protection against our competitors’ products, our competitive position could be adversely affected, as could our business.

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Third parties have asserted and may assert in the future that we are employing their proprietary technology without authorization.

Competitors may assert that our products infringe their intellectual property rights as part of a business strategy to impede our successful entry into those markets and there has been substantial litigation regarding patent and

other intellectual property rights in the medical device and laboratory equipment industries.

In addition, our competitors and others may have patents or may in the future obtain patents and claim that use of our products infringes these patents.

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Supply Agreement

On August 25, 2021, we and Cytek (Wuxi) Biosciences Co., Ltd, our Wuxi, China subsidiary, entered into a Supply Agreement (the “Coherent Agreement”) with Coherent NA, Inc.

(“Coherent”) pursuant to which Coherent agreed to sell and supply to us, on a non-exclusive basis, laser products manufactured by Coherent.

We provide Coherent with rolling forecasts of our anticipated orders, which are non-binding.

We do not have a minimum purchase obligation pursuant to the Coherent Agreement.

The Coherent Agreement has an initial term of three years and will automatically renew for a subsequent one-year period unless either party provides written notice of non-renewal at least four (4) months prior to the expiration of the initial term.

On August 25, 2021, we and Cytek (Wuxi) Biosciences Co., Ltd, our Wuxi, China subsidiary (“Cytek Wuxi”), entered into a Supply Agreement (the “Coherent Agreement”) with Coherent NA, Inc.

(“Coherent”), which was amended on August 12, 2025 by Contract Amendment No.

1 (as amended, the “Coherent Agreement”) to extend the term, update pricing, and add our Singapore subsidiary, Cytek Biosciences Pte.

(“Cytek Singapore”), as a party to the agreement.

Pursuant to the Coherent Agreement, Coherent has agreed to sell and supply to us, Cytek Wuxi, and Cytek Singapore, on a non-exclusive basis, laser products manufactured by Coherent.

We, Cytek Wuxi, and Cytek Singapore provide Coherent with rolling forecasts of our anticipated orders, which are non-binding.

Purchase orders submitted by us, Cytek Wuxi, and Cytek Singapore pursuant to the terms of the Coherent Agreement will be deemed accepted upon written acknowledgement of acceptance by Coherent.

The Coherent Agreement had an initial term of three years and will automatically renew for a subsequent one-year period unless either party provides written notice of non-renewal at least four (4) months prior to the expiration of the initial term.

The Coherent Agreement may be terminated prior to the end of its term upon the occurrence of certain specified events.

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We are focused on developing innovative products to meet unmet market needs and maintaining a diverse and inclusive work environment where employees are respected and encouraged to share their unique perspectives and ideas.

As of December 31, 2024, we had 648 employees, including 164 employees in research and development, 244 employees in sales and marketing, 177 employees in manufacturing and operations, and 63 employees in general and ad ministrative.

As of December 31, 2025, we had 702 full-time employees.

We believe that the success of our business will depend, in part, on our ability to attract and retain qualified personnel.

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The FDA classifies all medical devices into one of three classes—Class I, Class II or Class III—depending on the degree of risk associated with each medical device and the extent of manufacturer and regulatory control needed to ensure its safety and effectiveness.

Class I includes devices with the lowest risk to the patient and are those for which safety and effectiveness can be assured by adherence to the FDA’s General Controls for medical devices, which include compliance with the applicable portions of the Quality System Regulation (“QSR”), facility registration and product listing, reporting of adverse medical events, and truthful and non-misleading labeling, advertising, and promotional materials.

Class I includes devices with the lowest risk to the patient and are those for which safety and effectiveness can be assured by adherence to the FDA’s General Controls for medical devices, which include compliance with the applicable portions of the Quality Management System Regulation (“QMSR”), facility registration and product listing, reporting of adverse medical events, and truthful and non-misleading labeling, advertising, and promotional materials.

Class II devices are subject to the FDA’s General Controls, and special controls as deemed necessary by the FDA to ensure the safety and effectiveness of the device.

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If the FDA agrees that the device is substantially equivalent to a predicate device currently on the market, it will grant 510(k) clearance to commercially market the device.

If the FDA determines that the device is “not substantially equivalent” to a previously cleared device, the device is automatically designated as a Class III device.

If the FDA determines that the device is “not substantially

equivalent” to a previously cleared device, the device is automatically designated as a Class III device.

The device sponsor must then fulfill more rigorous PMA requirements, or can request a risk-based classification determination for the device in accordance with the de novo classification process, which is a route to market for novel medical devices that are low to moderate risk and are not substantially equivalent to a predicate device.

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Not for use in diagnostic procedures.” RUO products cannot make any claims related to safety, effectiveness or diagnostic utility and they cannot be intended for human clinical diagnostic use.

Products that are intended for research use only and are properly labeled as RUO are exempt from compliance with the FDA requirements discussed above, including the approval or clearance and most QSR requirements.

A product labeled RUO but intended to be used diagnostically may be viewed by the FDA as adulterated and misbranded under the FDCA and is subject to FDA enforcement activities.

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The RUO Guidance further articulates the FDA’s position that any assistance offered in performing clinical validation or verification, or similar specialized technical support, to clinical laboratories, conflicts with RUO status.

If the FDA were to determine, based on the totality of circumstances, that our products labeled and marketed for RUO are intended for diagnostic purposes, they would be considered medical products that will require clearance or approval prior to commercialization.

If the FDA were to determine, based on the totality of circumstances, that our

products labeled and marketed for RUO are intended for diagnostic purposes, they would be considered medical products that will require clearance or approval prior to commercialization.

Laboratory-developed tests (LDTs)

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The FDA has historically exercised enforcement discretion and has not required clearance or approval of LDTs prior to marketing.

On May 6, 2024, the FDA issued regulations under which it would phase out its enforcement discretion approach to LDTs over a period of four years.

PMA approval or 510(k) clearance would be required for certain tests by October 1, 2027 and device registration and listing requirements, medical device reporting requirements and the requirements of the FDA’s Quality System Regulation would become applicable.

Pervasive and Continuing U.S.

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After a medical device is placed on the market, numerous FDA regulatory requirements apply, including, but not limited to the following:

• the QSR, which requires manufacturers to follow design, testing, control, documentation and other quality assurance procedures during the manufacturing process;

• the QMSR, which requires manufacturers to follow design, testing, control, documentation and other quality assurance procedures during the manufacturing process;

• establishment registration, which requires establishments involved in the production and distribution of medical devices, intended for commercial distribution in the United States, to register with the FDA;

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• correction, removal and recall reporting regulations, which require that manufacturers report to the FDA field corrections and product recalls or removals if undertaken to reduce a risk to health posed by the device or to remedy a violation of the FDCA that may present a risk to health;

• complying with the new federal law and regulations requiring Unique Device Identifiers (UDI) on devices and also requiring the submission of certain information about each device to the FDA’s Global Unique Device Identification Database;

• the requirement to place Unique Device Identifiers (UDI) on devices and also submit certain information about each device to the FDA’s Global Unique Device Identification Database;

• the FDA’s recall authority, whereby the agency can order device manufacturers to recall from the market a product that is in violation of governing laws and regulations;

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If the government intervenes and is ultimately successful in obtaining redress in the matter, or if the plaintiff succeeds in obtaining redress without the government’s involvement, then the plaintiff will receive a percentage of the recovery.

The federal government is using the False Claims Act, and the accompanying threat of significant liability, in its investigation and prosecution of life sciences companies throughout the country, for example, in connection with the promotion of products for unapproved uses and other sales and marketing practices.

The federal government is using the False Claims

Act, and the accompanying threat of significant liability, in its investigation and prosecution of life sciences companies throughout the country, for example, in connection with the promotion of products for unapproved uses and other sales and marketing practices.

In addition, the government may assert that a claim including items or services resulting from a violation of the federal Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the civil False Claims Act.

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Foreign Corrupt Practices Act (“FCPA”) prohibits U.S.

corporations and their representatives from directly or indirectly offering, promising, authorizing or making corrupt payments, gifts or transfers to any foreign government official, government staff member, political party or political candidate in an attempt to obtain or retain business.

The scope of the FCPA would include interactions with certain healthcare professionals in many countries

individuals, corporations and their directors, officers, and agents and representatives operating on their behalf from directly or indirectly offering, promising, authorizing, making or providing corrupt payments, gifts, or anything of value to any foreign government official, government staff member, political party or political candidate for the purpose of improperly influencing any act or decision of a foreign government entity to obtain, retain, or direct business.

The scope of the FCPA would include interactions with certain healthcare professionals working for state-owned or controlled hospitals in many countries.

The FCPA also obligates companies whose securities are listed on a national securities exchange in the United States to comply with accounting provisions which require the maintenance of books, records, and accounts that accurately and fairly reflect all transactions and dispositions of assets of the corporation and to devise and maintain an adequate system of internal accounting controls.

Privacy and Cybersecurity

In the ordinary course of our business, we process personal or sensitive data.

Accordingly, we are, and may in the future become, subject to numerous data privacy and security obligations, including federal, state, local, and foreign laws, regulations, guidance, and industry standards related to data privacy, security, and protection.

In the ordinary course of our business, we collect, receive, store, process, generate, use, transfer, disclose, make accessible, protect, secure, dispose of, transmit, and share (collectively, process) personal data or other sensitive information, including proprietary and confidential business data, trade secrets, intellectual property and sensitive third-party data (collectively, sensitive data).

Accordingly, we are, and may increasingly become, subject to numerous data privacy and security obligations, including federal, state, local, and foreign laws, regulations, guidance, and industry standards related to data privacy, security, and protection.

Such obligations may include, without limitation, the Federal Trade Commission Act, the California Consumer Privacy Act (“CCPA”), the Canadian Personal Information Protection and Electronic Documents Act, Canada’s Anti-Spam Legislation, the European Union’s General Data Protection Regulation 2016/679 (“EU GDPR”), the EU GDPR as it forms part of United Kingdom (“UK”) law by virtue of section 3 of the European Union (Withdrawal) Act 2018 (“UK GDPR” and, together with the EU GDPR, the “GDPR”), China’s Personal Information Protection Law (“PIPL”), and the Payment Card Industry Data Security Standard (“PCI DSS”).

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and foreign data privacy and security laws, regulations, rules, and industry standards as well as policies, contractual obligations, and other obligations related to data privacy and security.

prospects” for additional information about the privacy and security laws and regulations to which we may become subject and about the risks to our business associated with such laws and regulations.

Our actual or perceived failure to comply with such obligations could lead to government regulatory investigations or enforcement actions (that could include fines and penalties), a disruption of our business or commercialization of our products, private litigation (including class claims) and mass arbitration demands, harm to our reputation, loss of revenue or profits, and other adverse effects on our business or prospects” for additional information about the privacy and security laws and regulations to which we may become subject and about the risks to our business associated with such laws and regulations.

In the ordinary course of our business, we and the third parties upon which we rely process personal data or other sensitive information, and, as a result, we and the third parties upon which we rely face a variety of evolving threats, which have in the past and could in the future cause security incidents.

Such incidents may trigger obligations under privacy and security law, regulations, rules, and industry standards as well as policies, contractual obligations, and other obligations related to data privacy and security, in addition to leading to significant interruptions in our operations, ability to provide our products or services, loss of sensitive information and income.

See the section titled “If our information technology systems or data, or those of third parties with whom we work, are compromised, now or in the future, we could experience adverse consequences resulting from such a compromise, including but not limited to regulatory investigations or actions;

fines and penalties;

disruptions of our business operations;

reputational harm;

loss of revenue or profits;

loss of customers or sales;

and other adverse consequences” for additional information about the risks to our business associated with cybersecurity threats.

ENVIRONMENTAL MATTERS

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Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to reports filed pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, are filed with the SEC.

Such reports and other information filed by us with the SEC are available free of charge on our website at www.investors.cytekbio.com when such reports are available on the SEC’s website.

Such reports and other information filed by us with the SEC are available free of

charge on our website at www.investors.cytekbio.com when such reports are available on the SEC’s website.

The SEC maintains an internet site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC at www.sec.gov.

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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 1. Business