What changed in this filing

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Item 9A. Controls and Procedures

2026-02-26 compared with 2025-02-28 · 41 added, 64 removed, 201 unchanged (34% of the section changed)

3 unchanged sentences

Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objective and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as a result of the material weaknesses in our internal control, our disclosure controls and procedures were not effective as of December 31, 2024.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of December 31, 2025.

Management’s Annual Report on Internal Control Over Financial Reporting

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Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we have conducted an evaluation of the effectiveness of our internal control over financial reporting based on the COSO framework.

Based on evaluation under these criteria, management determined, based upon the existence of the material weaknesses described below, that we did not maintain effective internal control over financial reporting as of December 31, 2024.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that a reasonable possibility exists that a material misstatement of our annual or interim financial statements would not be prevented or detected on a timely basis.

We identified deficiencies in the control environment and control activities components of the COSO Framework that constitute material weaknesses, either individually or in the aggregate.

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

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

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

Specifically, these related to:

(i) selecting and developing control activities that contribute to the mitigation of risks and support achievement of objectives;

(ii) selecting and developing general control activities over technology to support the achievement of objectives;

and (iii) deploying control activities through policies that establish what is expected and procedures that put policies into action and relate to substantially all financial statement accounts and disclosures.

The following material weaknesses were contributing factors:

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

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

they too were deemed ineffective because they could have been adversely impacted;

and (ii) ineffective design and/or review procedures for journal entries and balance sheet account reconciliations.

Based on evaluation under these criteria, management determined that we maintained effective internal control over financial reporting as of December 31, 2025.

Deloitte & Touche LLP, our independent registered public accounting firm, has audited the effectiveness of our internal control over financial reporting as of December 31, 2025 and has issued an attestation report on our internal controls over financial reporting, which is included herein.

Remediation Plan and Status

We remain committed to remediating the control deficiencies that constituted the above material weaknesses by continuing to enhance our internal control over financial reporting.

Management has put in place measures aimed at addressing these deficiencies to ensure the material weaknesses are remediated.

such that these controls are designed, implemented and operating effectively.

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

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

Remediation of Previously Disclosed Material Weaknesses in Internal Control Over Financial Reporting

As previously disclosed in Item 9A of our Annual Report on Form 10-K for the year ended December 31, 2024, management identified material weaknesses as of that date.

The material weaknesses identified as of December 31, 2024 related to deficiencies in the control environment and control activities components of the COSO Framework that constitute material weaknesses, either individually or in the aggregate.

In response to the material weaknesses, we implemented the following changes to our internal control over financial reporting:

• Augmented our workforce with qualified personnel in both our accounting and information technology functions.

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

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

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

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

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

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

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

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

As we continue to evaluate our controls, we will make the changes described above as well as any others needed to enhance our control environment and remediate the material weaknesses.

We believe these actions will be sufficient to remediate the identified material weaknesses and strengthen our internal control over financial reporting;

however, there can be no guarantee that such remediation will be sufficient.

We will continue to evaluate the effectiveness of our controls and will make any further changes management determines appropriate.

• Revised and improved the design of our controls, implemented reviews and monitored the effectiveness of our internal control environment with external consultants with subject matter expertise, including general information technology controls (GITCs).

• Revised and implemented new controls, including updating documentation.

• Expanded education and training, enforced accountability, and strengthened supervisory reviews by our management.

• Executed and monitored internal controls within our revenue and inventory processes.

• Strengthened GITCs related to financial accounting and reporting systems and implemented monitoring controls as appropriate.

We completed the testing of the design and operating effectiveness of the enhanced procedures and controls and, based on the results of this testing, as of December 31, 2025, we concluded that the controls are adequately designed and have operated effectively for a sufficient period of time to remediate the previously reported material weaknesses.

Changes in Internal Control over Financial Reporting

We are taking actions to remediate the material weaknesses relating to our internal control over financial reporting.

Other than the changes intended to remediate the material weaknesses noted above, there was no change in our internal control over financial reporting that occurred during the quarter ended December 31, 2024 that materially affected, or were reasonably likely to materially affect, our internal control over financial reporting.

Other than the improvements to our internal control over financial reporting to remediate the material weaknesses discussed above, there was no change in our internal control over financial reporting that occurred during the quarter ended December 31, 2025 that materially affected, or were reasonably likely to materially affect, our internal control over financial reporting.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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and subsidiaries (the “Company”) 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 (COSO).

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

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2025, of the Company and our report dated February 26, 2026, expressed an unqualified opinion on those financial statements.

15 unchanged sentences

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Material Weaknesses

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The following material weaknesses have been identified and included in management’s assessment:

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

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

component of COSO.

Specifically, these related to:

(i) selecting and developing control activities that contribute to the mitigation of risks and support achievement of objectives;

(ii) selecting and developing general control activities over technology to support the achievement of objectives;

The following material weaknesses were contributing factors:

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

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

they too were deemed ineffective because they could have been adversely impacted;

and (ii) ineffective design and/or review procedures for journal entries and balance sheet account reconciliations.

These material weaknesses were considered in determining the nature, timing, and extent of audit tests applied in our audit of the consolidated financial statements as of and for the year ended December 31, 2024, of the Company, and this report does not affect our report on such financial statements.

/s/ Deloitte & Touche LLP

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Other Information

Trading Arrangements

During the quarter ended December 31, 2025, none of our directors and officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated any “Rule 10-b5-1 trading arrangement” or “non-Rule 10b-5-1 trading arrangement,” as those terms are defined in Item 408 of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

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Consolidated Balance Sheet

Consolidated Statements of Operations and Comprehensive (Loss) Income

Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity

Consolidated Statements of Operations and Comprehensive Loss

Consolidated Statements of Stockholders' Equity

Consolidated Statements of Cash Flows

55 unchanged sentences

10.1 05/09/2023

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

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

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

and Allen Poirson, Ph.D., dated March 23, 2021.

10.2 05/08/2024

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

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

and William McCombe, dated March 18, 2024.

10.1 03/19/2024

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

and Philippe Busque , Ph.D., dated November 29, 2022.

10.1 05/08/2025

10.14 Cytek Biosciences, Inc.

4 unchanged sentences

10.1 11/12/2021

C ontract Amendment No.

1 to Supply Agreement among the Registrant, Cytek (Wu xi) Biosciences Co., Ltd., a China subsidiary of Cytek Biosciences, Inc., Cytek Biosciences Pte.

Ltd., a Singapore subsidiary of Cytek Biosciences, Inc., and Coherent NA, Inc.

and certain of its affiliates, dated August 12, 2025.

10.10 11/05/2025

Supply and License Agreement, by and between Biotium, Inc.

8 unchanged sentences

10.14 07/02/2021

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

10.20 First Amendment to Lease, by and between DHC ZB Properties LLC and Cytek Biosciences, Inc., dated October 28, 2024.

10.18 02/28/2025

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

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1.2 08/26/2022

19.1 I nsider Trading Policy

19.1 Insider Trading Policy

21.1 List of Subsidiaries of the Registrant

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______________________________________

+ Pursuant to Item 601(b)(10) of Regulation S-K, portions of this exhibit have been omitted as the Registrant has determined that the omitted information is both not material and is the type that the Registrant treats as private and confidential.

+ Pursuant to Item 601(b)(10) of Regulation S-K, portions of this exhibit have been omitted, as the Registrant has determined that the omitted information is both (i) not material and (ii) the type that the Registrant treats as private and confidential.

* As contemplated by SEC Release No.

30 unchanged sentences

/s/ Jack Ball Director February 26, 2026

/s/ Don Hardison Director February 27, 2025

/s/ Deborah Neff Director February 27, 2025

/s/ Richard Chin

Director February 26, 2026

Richard Chin, M.D.

/s/ Michael Holder

1 unchanged sentence

Michael Holder

/s/ Vera Imper Director February 27, 2025

/s/ Vera Imper

Director February 26, 2026

Vera Imper, Ph.D.

/s/ Deborah Neff

Director February 26, 2026

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

What changed 10-K

Item 9A. Controls and Procedures