What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-26 compared with 2025-02-28 · 201 added, 152 removed, 1035 unchanged (25% 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, 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").

and subsidiaries (the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations and comprehensive loss, stockholders’ equity, and cash flows, for each of the three years in the period ended December 31, 2025, 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, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, 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, 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.

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, 2025, 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 26, 2026, expressed an unqualified opinion on the Company's internal control over financial reporting.

Basis for Opinion

74 unchanged sentences

Accumulated deficit ( 101,738 ) ( 35,199 )

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

Accumulated other comprehensive income 2,241 16

Total stockholders’ equity 341,739 395,737

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Cytek Biosciences, Inc.

Consolidated Statements of Operations and Comprehensive (Loss) Income

Consolidated Statements of Operations and Comprehensive Loss

Year Ended December 31

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Total other income, net 10,543 14,823 12,136

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

Loss before income taxes ( 29,841 ) ( 5,700 ) ( 15,709 )

Provision for (benefit from) income taxes 36,698 320 ( 3,561 )

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

Net loss $ ( 66,539 ) $ ( 6,020 ) $ ( 12,148 )

net loss allocated to noncontrolling interests — — —

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:

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

Net loss attributable to common stockholders, basic and diluted $ ( 66,539 ) $ ( 6,020 ) $ ( 12,148 )

Net loss attributable to common stockholders per share, basic $ ( 0.52 ) $ ( 0.05 ) $ ( 0.09 )

Net loss attributable to common stockholders per share, diluted $ ( 0.52 ) $ ( 0.05 ) $ ( 0.09 )

Weighted-average shares used in calculating net loss per share, basic 127,745,939 130,611,330 135,283,044

Weighted-average shares used in calculating net loss per share, diluted 127,745,939 130,611,330 135,283,044

Comprehensive loss:

Net loss $ ( 66,539 ) $ ( 6,020 ) $ ( 12,148 )

Foreign currency translation adjustment, net of tax 2,167 1,193 ( 549 )

Unrealized gain (loss) on marketable securities 58 97 ( 29 )

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

Net comprehensive loss $ ( 64,314 ) $ ( 4,730 ) $ ( 12,726 )

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

12 unchanged sentences

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

Unrealized gain on marketable securities 17 17

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

Net income 2,576 2,576

Noncontrolling interest 15 ( 251 ) ( 236 )

Unrealized loss on marketable securities ( 29 ) ( 29 )

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

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

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

4 unchanged sentences

Stock-based compensation 26,848 26,848

Noncontrolling interest 15 ( 251 ) ( 236 )

Unrealized gain on marketable securities 97 97

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Stock-based compensation 24,585 24,585

Unrealized loss on marketable securities 97 97

Unrealized gain on marketable securities 58 58

Foreign currency translation adjustment, net of tax 2,167 2,167

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Cash flows from operating activities:

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

Net loss $ ( 66,539 ) $ ( 6,020 ) $ ( 12,148 )

Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:

1 unchanged sentence

Amortization of operating lease-right-of use assets 4,396 3,278 3,182

Allowance for credit losses ( 64 ) 269 102

Provision for (benefit from) credit losses 413 ( 64 ) 269

Stock-based compensation 24,585 26,848 22,048

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Purchase of intangible assets (patents) ( 106 ) ( 204 ) ( 179 )

Payment for investment — — ( 1,587 )

Payment for additional investment in Cytek Japan, net of cash acquired — — ( 236 )

Net cash used in investing activities ( 82,974 ) ( 93,894 ) ( 55,909 )

Net cash provided by (used in) investing activities 10,117 ( 82,974 ) ( 93,894 )

Cash flows from financing activities:

1 unchanged sentence

Payment for repurchase of shares ( 15,074 ) ( 21,611 ) ( 44,151 )

Proceeds from loan — — 2,983

Repayment of loan ( 4,745 ) ( 557 ) ( 565 )

2 unchanged sentences

Proceeds from issuance of common stock under employee stock plans 325 1,015 1,468

Net cash (used in) provided by financing activities ( 15,822 ) ( 41,812 ) 5,513

Net cash used in financing activities ( 13,432 ) ( 15,822 ) ( 41,812 )

Effect of exchange rate changes on cash, cash equivalents and restricted cash 109 4,532 ( 1,445 )

4 unchanged sentences

Supplemental disclosure of cash flow information:

Cash paid for taxes $ 3,828 $ 5,305 $ 10,390

Cash paid for taxes, net of refunds $ 2,159 $ 3,828 $ 5,305

Non-cash investing and financing activities:

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

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

Transfer of inventory to property and equipment $ 122 $ — $ —

Operating Lease Right-of-use assets obtained in exchange for operating lease liabilities $ 5,038 $ 2,716 $ —

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

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’s FSP cell analyzers, the Cytek ® Aurora ™ , Northern Lights ™ and Cytek Aurora Evo 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.

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(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”).

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

(“Cytek Wuxi”), and Cytek Biosciences Canada Ltd.

All intercompany accounts and transactions have been eliminated in consolidation.

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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.

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.

Actual results may differ materially and adversely from these estimates.

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dollars using the rate of exchange at the respective balance sheet date.

Components of the consolidated statements of operations and comprehensive (loss) income have been translated at the average exchange rate for the year or the reporting period.

Translation gains and losses are recorded in accumulated other comprehensive (loss) income as a component of stockholders’ equity.

Components of the consolidated statements of operations and comprehensive loss have been translated at the average exchange rate for the year or the reporting period.

Translation gains and losses are recorded in accumulated other comprehensive income as a component of stockholders’ equity.

Gains or losses arising from currency exchange rate fluctuations on transactions denominated in a currency other than the local functional currency are included in the consolidated statements of operations and comprehensive (loss) income.

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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.

totaled $ 29.0 thousand (EUR 27.5 thousand ).

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

As of December 31, 2025, all short-term restricted cash had been released, and there was no short-term restricted cash with Cytek Biosciences B.V.

Available-for-sale investments.

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government agency securities, corporate notes and bonds, commercial paper, and money market funds.

The Company has designated all investments as available-for-sale and, therefore, such investments are reported at fair value, with unrealized gains and losses recorded in accumulated other comprehensive (loss) income.

The Company has designated all

investments as available-for-sale and, therefore, such investments are reported at fair value, with unrealized gains and losses recorded in accumulated other comprehensive (loss) income.

The Company generally holds securities until maturity;

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 (expenses), 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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Therefore, the Company elects to apply the measurement alternative and record these investments at cost, less any impairment, plus or minus observable price changes in orderly transactions for identical or similar investments of the same issuer.

Investment is included within other noncurrent assets on our consolidated balance sheets and adjustments to their carrying amounts are recorded in other income (expense), net in the consolidated statements of operations.

Investment is included within other noncurrent assets on our consolidated balance sheets and adjustments to their carrying amounts are recorded in other income, net in the consolidated statements of operations.

There were no material events or circumstances impacting the carrying amount of our strategic investments during the year ended December 31, 2025.

15 unchanged sentences

Balance at December 31, 2023 372

Cumulative effect adjustment upon adoption of ASU 2016-13 —

Balance at January 1, 2023 102

Utilization of allowance for credit losses ( 197 )

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Cost is computed using standard cost, which approximates actual cost on a first-in, first-out basis.

The Company regularly monitors inventory quantities on hand and records write-downs for excess and obsolete inventories based on an estimate of demand for products, potential obsolescence of technology, product life cycles, and whether pricing trends or forecasts indicate that the carrying value of inventory exceeds its estimated selling price.

inventory exceeds its estimated selling price.

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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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:

35 unchanged sentences

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, 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.

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 year ended December 31, 2023, the Company recorded $ 14.9 million of revenue under bill-and-hold arrangements.

As of December 31, 2023, the Company recorded $ 5.4 million in revenue from products that had not yet shipped.

The Company did not record any revenue under bill-and-hold arrangements during the years ended December 31, 2025, and December 31, 2024.

Product revenue

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Each party agreed in the 2022 Sale Agreement to provide indemnification and contribution against certain liabilities, including liabilities under the Securities Act, subject to the terms of the 2022 Sales Agreement.

As of December 31, 2024, the Company has not made any sales of common stock pursuant to the 2022 Sales Agreement.

Accordingly, $ 0.7 million in transaction expenses recorded as prepaid offering costs have not yet been expensed in transaction expenses recorded.

As of the termination of the 2022 Sales Agreement in August 2025, the Company had not made any sales of common stock pursuant to the 2022 Sales Agreement.

$ 0.7 million in transaction expenses recorded as prepaid offering costs have been expensed and recorded in the third quarter of 2025.

Research and development costs

1 unchanged sentence

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

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It does not expect the tax impact from remitting these earnings to be material.

The Company adopted this guidance on January 1, 2021 on a prospective basis, and the adoption did not have a material impact to the Company’s consolidated financial statements.

Net income (loss) attributable to common stockholders per share

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.

The Company adopted

this guidance on January 1, 2021 on a prospective basis, and the adoption did not have a material impact to the Company’s consolidated financial statements.

Net loss attributable to common stockholders per share

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

Net loss per share attributable to common stockholders is calculated using the two-class method, which is an earnings allocation formula that determines net 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.

The participating securities include a contractual obligation to participate in the income of the Company and are included in the calculation of net income (loss) per share in the periods in which net income (loss) is recorded.

Diluted net income (loss) attributable to common stockholders per share is computed using the more dilutive of (a) the two-class method or (b) the if-converted method.

The participating securities include a contractual obligation to participate in the income of the Company and are included in the calculation of net loss per share in the periods in which net loss is recorded.

Diluted net loss attributable to common stockholders per share is computed using the more dilutive of (a) the two-class method or (b) the if-converted method.

The Company allocates earnings first to preferred stockholders based on non-cumulative dividend rights if and when declared and then to common and preferred stockholders based on ownership interests.

The weighted-average number of shares of common stock included in the computation of diluted net income attributable to common stockholders per share gives effect to all potentially dilutive common stock equivalents, including outstanding options and redeemable convertible preferred stock.

Common stock equivalents are excluded from the computation of diluted net income (loss) attributable to common stockholders per share if their effect is antidilutive.

Common stock equivalents are excluded from the computation of diluted net loss attributable to common stockholders per share if their effect is antidilutive.

Business Combinations

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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

5 unchanged sentences

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.

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.

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.

The Company adopted ASU 2023-09 during the fourth quarter of 2025 on a prospective basis.

The standard did not have a material impact on the Company’s consolidated financial statements.

Refer to Note 16 for more information.

Recently Issued Accounting Pronouncements

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (“ ASU 2024-03” ), and in January 2025 issued ASU 2025-01, Clarifying the Effective Date (“ ASU 2025-01 ”) to provide

clarification as to the effective date.

ASU 2024-03 requires disaggregated disclosure of income statement expenses.

ASU 2024-03 does not change the expense captions currently presented on the income statement;

rather it requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements.

ASU 2024-03, as amended by ASU 2025-01, is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within fiscal years beginning after December 15, 2027.

ASU 2024-03 can be applied on a prospective basis.

Early adoption is permitted.

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

In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”), which provides a practical expedient and an accounting policy election related to the estimation of expected credit losses for current accounts receivable and current contract assets.

ASU 2025-05 is effective for annual periods beginning after December 15, 2025.

The Company does not expect this standard to have a material impact on its consolidated financial statements and related disclosures.

In September 2025, the FASB issued ASU 2025-06, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”), which modernizes the accounting for internal-use software costs.

ASU 2025-06 is effective for annual periods beginning after December 15, 2027, with early adoption permitted as of the beginning of an annual period.

The Company is currently in the process of evaluating the impact of this pronouncement on its consolidated financial statements and related disclosures.

Concentrations of credit risk and other risks and uncertainties

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Tax refund receivable 5,410 —

Tenant improvement receivables 4,208 —

Other 2,977 1,943

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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 —

21 unchanged sentences

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

88 unchanged sentences

Reagent license 1,800 1,800

Land Use Right 186 —

Total intangible assets 28,887 28,469

16 unchanged sentences

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 $ 0.0 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 recorded $ 0.0 million of interest expense for the year ended December 31, 2025, and $ 5.5 million reduction, and $ 1.6 million in interest expense for the years ended December 31, 2024, and 2023, 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 $ 9.3 million and $ 10.7 million as of December 31, 2025 and December 31, 2024, 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.

In the fourth quarter of 2025, the Company reduced its long-term forecast of future net sales subject to royalties under the BD settlement to reflect 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, 2025.

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.

Based on the updated forecast, the Company recorded a $ 1.0 million decrease to the legal settlement liability with a corresponding change to interest income (expense), net in the Consolidated Statements of Operations and Comprehensive Loss for the year ended December 31, 2025.

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

6 unchanged sentences

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.

April 2023, the restricted cash account was released.

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 serves as collateral for the Wuxi Loan.

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

As of December 31, 2024, the total loan amount left is $ 1.6 million .

As of December 31, 2025, the total outstanding loan amount is $ 1.1 million .

The current portion of the loan, $ 0.6 million , is included in other current liabilities.

The fixed interest rate on the loan was 4.5 %.

As of December 31, 2025 , the interest rate on the loan was 3.7 % , which is based o n the five-year Loan Prime Rate (LPR) plus a margin of 0.2 %.

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.

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

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

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

The line of credit was 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).

The loan was 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 was fixed at 3.45 %.

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

The interest expenses was paid on a monthly basis.

The loan was used for operating expenses.

The loan was paid in full 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 (the “Bank of China Maximum Credit Agreement”), for 37 million Chinese renminbi (approximately US $ 5.2 million), which was renewed on August 26, 2025.

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).

Under the renewed Bank of China Maximum Credit Agreement, the line of credit is available until August 14, 2026.

During the fourth quarter of 2024, the Company withdrew 20 million Chinese renminbi (approximately US $ 2.8 million) to support its operational needs.

During the third quarter of 2025, the Company withdrew 15 million Chinese renminbi (approximately US $ 2.1 million) to support its operational needs.

During the fourth quarter of 2025, the Company repaid the short-term loan of 20 million Chinese renminbi (approximately US $ 2.8 million) and withdrew 10 million Chinese renminbi (approximately US $ 1.4 million).

The remaining balance as of December 31, 2025, was 12 million Chinese renminbi (approximately US $ 1.7 million).

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

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

Collateral for the credit was provided to the bank by Cytek Wuxi.

In January and March of 2025, Cytek (Shanghai) Biosciences Co., Ltd.

withdrew 2.0 million Chinese renminbi (approximately US $ 0.3 million) and 3.0 million Chinese renminbi (approximately US $ 0.45 million), respectively, to support its operational needs.

The interest rate was at 3.1 % and 2.55 %, respectively.

The line of credit bearing interest at 3.1 % matured on January 9, 2026, while the other line of credit is due on March 3, 2026.

As of December 31, 2025, the outstanding balance was 5 million Chinese renminbi (approximately US $ 0.75 million).

On June 11, 2025 , Cytek Wuxi entered into a one-year loan agreement with Bank of Communications, China.

The loan was 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 was fixed at 2.8 % .

The loan effective term is June 11, 2025 to June 10, 2026 .

The interest expenses are paid on a monthly basis.

The loan was used for operating expenses.

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

As of December 31, 2025, the Company has authorized 1,000,000,000 shares of common stock at $ 0.001 par value.

7 unchanged sentences

The securities in this transaction were to be offered pursuant to an automatic shelf registration statement on Form S-3ASR (File No.

333-267118) that was filed with the SEC on August 26, 2022 and expired in August 2025.

Accordingly, $ 0.7 million in transaction expenses recorded as prepaid offering costs have been expensed and recorded as of September 30, 2025.

As of December 31, 2025, the Company has not made any sales of common stock pursuant to the 2022 Sales Agreement.

Accordingly, $ 0.7 million in transaction expenses recorded as prepaid offering costs have not yet been expensed in transaction expenses recorded.

On May 17, 2023, the Board approved a program for the repurchase by the Company of up to an aggregate of $ 50 million of its outstanding common stock.

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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 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.

During the twelve months ended December 31, 2025, the Company repurchased 3,292,588 shares of its outstanding common stock for a total cost of approximately $ 15.1 million at an average price per share of $ 4.56 .

As of December 31, 2025, the Company had a remaining authorized amount of $ 35.0 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, 2025.

Under these repurchase programs, the Company has purchased an aggregate of 13,877,992 shares of its outstanding common stock for a total cost of approximately $ 80.8 million at an average price per share of $ 5.80 .

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

93 unchanged sentences

operations and income associated with the Company’s foreign operations.

The geographical breakdown of the Company’s income (loss) before provision for (benefit from) income taxes is as follows (in thousands):

The geographical breakdown of the Company’s loss before income taxes is as follows (in thousands):

2025 2024 2023

1 unchanged sentence

International 14,650 7,078 1,190

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

Loss before income taxes $ ( 29,841 ) $ ( 5,700 ) $ ( 15,709 )

Income tax expense attributable to income from continuing operations consists of (in thousands):

13 unchanged sentences

The following table presents a reconciliation of the federal statutory rate to the Company’s effective tax rate:

2024 2023 2022

federal statutory tax rate $ ( 6,267 ) 21.0 %

State and local income taxes, net of federal income tax effect* 6,411 ( 21.5 )

Foreign tax effects

Foreign income taxed at different rate ( 712 ) 2.4

Foreign income taxed at different rate 58 ( 0.2 )

Change in tax reserve 650 ( 2.2 )

Other countries 180 ( 0.6 )

Effect of cross-border tax laws

Global intangible low-taxed income 4,391 ( 14.7 )

Subpart F 362 ( 1.2 )

Tax Credits ( 448 ) 1.5

Changes in valuation allowances 29,288 ( 98.1 )

Nontaxable or nondeductible items

Stock-based compensation 3,156 ( 10.6 )

Other permanent differences 269 ( 0.9 )

Changes in unrecognized tax benefits ( 562 ) 1.9

Other reconciling items ( 78 ) 0.3

Total tax expense $ 36,698 ( 123 ) %

*The majority of state income taxes estimated for 2025 are attributable to Texas.

The following table presents the required disclosures subsequent to our adoption of ASU 2023-09 for cash paid for income taxes, net of refunds received, by jurisdiction:

US federal $ —

China $ 1,346

Netherlands $ 789

Income taxes paid (net of refunds received) $ 2,159

The following table presents the required disclosures prior to our adoption of ASU 2023-09 and presents the differences between our provision for (benefit from) income taxes as presented in the accompanying consolidated statements of operations and the income tax expense computed at the federal statutory rate as a percentage of loss before provision for (benefit from) income taxes (in percentages):

federal tax benefit at statutory rate 21.0 % 21.0 %

9 unchanged sentences

Change in valuation allowance, net ( 9.3 ) ( 6.5 )

162M compensation ( 2.7 ) ( 0.7 ) 4.4

Section 162(m) compensation ( 2.7 ) ( 0.7 )

Foreign tax credit 4.2 2.1

Other — 0.4 1.5

Effective tax rate ( 5.4 ) % 22.7 %

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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.

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, 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, 2025, the Company maintained a valuation allowance against all deferred tax assets as Management believes these are not more likely than not to be realized.

The Company will continue to reassess the valuation allowance quarterly 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, 2025, the Company had net operating loss carryforwards for federal and state income tax purposes of approximately $ 19.2 million and $ 11.1 million, respectively.

Federal net operating losses do not expire, while state net operating losses begin expiring in 2040.

As of December 31, 2025 and 2024, the Company had state tax credit carryforwards of $ 4.8 million and $ 4.0 million, respectively, to offset future tax liability.

The credit carryforwards are not subject to expiration.

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.

As of December 31, 2025 and 2024, the Company had foreign tax credit for Cytek (Shanghai) Biosciences Co., Ltd of $ 1.5 million and $ 1.2 million, respectively, which begins to expire 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.

California has similar rules.

The Company had performed a Section 382 analysis and determined that its capitalization have resulted in such a change in prior year and current year.

The Company had performed a Section 382 analysis and determined that its capitalization resulted in such a change in prior year.

Utilization of the net operating loss carryforwards and tax credit carryforwards had been subject to the annual limitations under IRC Section 382 and similar state provisions.

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Unrecognized tax benefits as of the beginning of the year $ 3,599 $ 3,635 $ 2,235

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

Increase (decrease) related to prior year tax provisions 53 ( 897 ) 217

Increase related to current year tax provisions 513 861 1,183

Decrease for settlement or statute $ ( 637 ) $ — $ —

Unrecognized tax benefits as of the end of the year $ 3,528 $ 3,599 $ 3,635

The Company accounts for uncertain tax positions under ASC 740.

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.

As of December 31, 2025, 2024 and 2023, there was approximately $ 3.5 million, $ 3.6 million and $ 3.6 million of unrecognized tax benefits, respectively.

Of the unrecognized tax benefits, $ 3.1 million , $ 3.3 million and $ 3.4 million represents the amount that if recognized, would favorably affect the effective income tax rate in 2025, 2024 and 2023, respectively.

The Company does not expect a significant change to its unrecognized tax benefits or recorded liabilities over the next twelve months.

The unrecognized tax benefits may increase or change during the next year for items that arise in the ordinary course of business.

The Company files income tax returns in U.S.

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The Company leases office facilities and equipment from unrelated parties under operating lease agreements that have initial terms ranging from 1 to 12 years.

Some leases include one or more options to renew, generally at the Company's sole discretion, with renewal terms that can extend the lease term up to five years .

Some leases include one or more options to renew, generally at the Company’s sole discretion, with renewal terms that can extend the lease term up to 10 years.

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

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.

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

The Company is a sub-lessor in an agreement with a term of three years .

Operating lease cost is recognized on a straight-line basis over the lease term.

5 unchanged sentences

Total lease cost $ 4,439 $ 4,010

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):

28 unchanged sentences

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.

(“Beckman Coulter”) sued the Company in federal court in the District of Delaware, alleging that the Company’s Cytek 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.

On January 9, 2025, Beckman Coulter filed a first amended complaint, further alleging that the Company’s Cytek 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.

On February 27, 2025, Beckman Coulter filed an answer to the counterclaim, denying liability.

construction hearings were held on August 21, 2025 and September 17, 2025.

At the second claim construction hearing, the court ordered Beckman Coulter to narrow the number of asserted claims, and Beckman Coulter has dropped all asserted claims from U.S.

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 available remedies.

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

13 unchanged sentences

The Company recognized net assets of $ 1.1 million, consisting primarily of $ 1.0 million cash.

The Company recorded noncontrolling interest of $ 315,000 on the unaudited interim consolidated financial statements as of March 31, 2021.

In January 2023, the Company purchased an additional $ 235,000 of common stock of Cytek Japan.

The Company recorded noncontrolling interest of $ 315,000 on the unaudited interim consolidated financial statements as of March 31, 2021.In January 2023, the Company purchased an additional $ 235,000 of common stock of Cytek Japan.

Cytek Japan became a wholly-owned subsidiary of the Company.

6 unchanged sentences

Balance, end of period $ 1,457 $ 1,796

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 years ended December 31, 2024, 2023, and 2022 (in thousands except share and per share data):

Net loss attributable to common stockholders per share

The following table sets forth the computation of the Company’s basic and diluted net loss attributable to common stockholders per share for the years ended December 31, 2025, 2024, and 2023 (in thousands except share and per share data):

Year Ended December 31,

2025 2024 2023

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

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

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

Net loss $ ( 66,539 ) $ ( 6,020 ) $ ( 12,148 )

net loss allocated to noncontrolling interests — — —

Net loss attributable to common stockholders, basic and diluted $ ( 66,539 ) $ ( 6,020 ) $ ( 12,148 )

Weighted-average common shares outstanding, attributable to common stockholders, basic 127,745,939 130,611,330 135,283,044

1 unchanged sentence

Weighted-average common shares outstanding, attributable to common stockholders, diluted 127,745,939 130,611,330 135,283,044

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

Net loss attributable to common stockholders per share, basic $ ( 0.52 ) $ ( 0.05 ) $ ( 0.09 )

Net loss attributable to common stockholders per share, diluted $ ( 0.52 ) $ ( 0.05 ) $ ( 0.09 )

Stock-based compensation awards of approximately $ 11.1 million , $ 7.2 million, and $ 9.0 million shares for the years ended December 31, 2025, 2024, and 2023, respectively, were outstanding but were not included in the computation of diluted net income (loss) per share attributable to Cytek Biosciences, Inc.

6 unchanged sentences

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.

expenditures.

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

14 unchanged sentences

Other segment items 26,155 ( 14,504 ) ( 15,696 )

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

Net loss $ ( 66,538 ) $ ( 6,020 ) $ ( 12,148 )

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

12 unchanged sentences

Other includes Canada and Latin America.

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.

For revenue, a major country is defined as a group of customers in a country with combined revenue of greater than 10% of consolidated revenue or as otherwise deemed significant.

Revenue in the United States was approximately $ 95.2 million for the twelve months ended December 31, 2025 .

Revenue in China was approximately $ 20.5 million for the twelve months ended December 31, 2025 .

No other country represented greater than 10% of the Company’s consolidated net sales or was otherwise deemed significant.

For the years ended December 31, 2025, 2024, and 2023 , the Company had no major customers that represented more than 10% of the Company’s net revenue.

No customer represented more than 10% of net accounts receivable as of December 31, 2025 and 2024 .

Long-lived assets by geographic location

7 unchanged sentences

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 ).

In January 2026, the Company withdrew 10 million Chinese renminbi (approximately US $ 1.4 million) under its maximum credit agreement with the Bank of China, Wuxi Branch to support its operational needs.

In January 2026, the Company repaid 2 million Chinese renminbi (approximately US $ 0.3 million) to the Bank of Ningbo, renewed its maximum credit agreement with the Bank of Ningbo for 10 million Chinese renminbi (approximately US $ 1.4 million), and withdrew 7 million Chinese renminbi (approximately US $ 1.0 million) to support its operational needs.

On February 9, 2026, Cytek Wuxi entered into a one-year loan agreement with China Construction Bank Corporation, Wuxi Branch for 15 million Chinese renminbi (approximately US $ 2.2 million ) at a fixed interest rate of 2.5 %, with interest payable monthly.

The loan matures on February 9, 2027 and is used to pay operating expenses.

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

1 unchanged sentence

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