Item 8. Financial Statements and Supplementary Data
Item 8. Financial Statements and Supplementary Data.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and the Board of Directors of Cytek Biosciences, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Cytek Biosciences, Inc. 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, 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
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Inventories – Excess and Obsolete Inventories — Refer to Notes 2 and 5 to the financial statements
Critical Audit Matter Description
The Company records write-downs for excess and obsolete inventories based on the Company’s estimate of demand for its 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. 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 inventories balance is $48.4 million as of December 31, 2025.
We identified excess and obsolete inventories as a critical audit matter because of the estimates and assumptions made by management to evaluate inventories for excess and obsolescence, especially considering the uncertainty present in these estimates and assumptions. This required a high degree of auditor judgment when performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions related to excess and obsolete inventories.
How the Critical Audit Matter Was Addressed in the Audit
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Our audit procedures related to excess and obsolete inventories included the following, among others:
• We tested the effectiveness of internal controls over management’s estimates and assumptions used to evaluate excess and obsolete inventories, including internal controls over the estimates of demand for products.
• We evaluated the reasonableness of management’s method, assumptions, and judgments used in developing their estimate of excess and obsolete inventories, which included estimates of demand for its products, potential obsolescence of technology, product life cycles, pricing trends and forecasts, and selling prices.
• We tested underlying data used and considered by management in making their estimates and assumptions related to excess and obsolete inventories, including the amount of inventory on hand, estimates of demand for products, and historical usage by product.
• We compared actual inventory usage and write-down activity in the current year to the excess and obsolete estimates made by management in the prior year to evaluate management’s ability to make accurate estimates.
• We selected a sample of inventory items from a) those management determined to be excess and obsolete and b) those management did not determine to be excess and obsolete, and performed the following:
◦ We evaluated the reasonableness of management’s estimates and assumptions by obtaining product-specific information.
◦ We inquired of management, including personnel with operational roles, regarding the estimates and assumptions specific to the selected inventory items.
• We considered inventory write-downs made subsequent to December 31, 2025 in evaluating the reasonableness of management’s estimates and assumptions related to excess and obsolete inventories.
/s/ Deloitte & Touche LLP
San Jose, California
February 26, 2026
We have served as the Company’s auditor since 2019.
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Cytek Biosciences, Inc.
Consolidated Balance Sheets
(In thousands, except share and per share data) December 31,
2025 December 31,
2024
Assets
Current assets:
Cash and cash equivalents $ 90,853 $ 98,716
Restricted cash — 29
Marketable securities 170,676 179,145
Trade accounts receivable, net 62,509 60,588
Inventories 48,428 43,893
Prepaid expenses and other current assets 19,530 14,075
Total current assets 391,996 396,446
Deferred income tax assets, noncurrent — 33,374
Property and equipment, net 18,009 17,962
Operating lease right-of-use assets 11,315 10,168
Goodwill 16,697 16,663
Intangible assets, net 16,821 20,128
Other noncurrent assets 6,704 4,759
Total assets $ 461,542 $ 499,500
Liabilities and stockholders’ equity
Current liabilities:
Trade accounts payable $ 6,410 $ 5,529
Legal settlement liability, current 2,495 1,705
Accrued expenses 23,417 21,443
Other current liabilities 16,978 13,494
Deferred revenue, current 28,504 25,492
Total current liabilities 77,804 67,663
Legal settlement liability, noncurrent 6,786 9,036
Deferred revenue, noncurrent 18,339 16,098
Operating lease liability, noncurrent 14,042 7,552
Long term debt 525 1,050
Other noncurrent liabilities 2,307 2,364
Total liabilities $ 119,803 $ 103,763
Commitments and contingencies (Note 18)
Stockholders’ equity:
Common stock, $ 0.001 par value; 1,000,000,000 authorized shares as of December 31, 2025 and December 31, 2024, respectively; 128,550,136 and 129,205,901 issued and outstanding shares as of December 31, 2025 and December 31, 2024, respectively.
129 129
Additional paid-in capital 441,107 430,791
Accumulated deficit ( 101,738 ) ( 35,199 )
Accumulated other comprehensive income 2,241 16
Total stockholders’ equity 341,739 395,737
Total liabilities and stockholders’ equity $ 461,542 $ 499,500
The accompanying notes are an integral part of these consolidated financial statements
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Cytek Biosciences, Inc.
Consolidated Statements of Operations and Comprehensive Loss
Year Ended December 31
(In thousands, except share and per share data) 2025 2024 2023
Revenue, net:
Product $ 144,233 $ 153,263 $ 156,717
Service 57,260 47,190 36,298
Total revenue, net 201,493 200,453 193,015
Cost of sales:
Product 69,813 69,088 65,327
Service 27,220 20,259 18,262
Total cost of sales 97,033 89,347 83,589
Gross profit 104,460 111,106 109,426
Operating expenses:
Research and development 36,468 39,402 44,151
Sales and marketing 49,440 49,114 49,148
General and administrative 58,936 43,113 43,972
Total operating expenses 144,844 131,629 137,271
Loss from operations ( 40,384 ) ( 20,523 ) ( 27,845 )
Other income (expense):
Interest income (expense), net (Notes 11, 12) ( 474 ) 5,239 ( 2,071 )
Interest income 2,216 5,121 6,413
Other income, net 8,801 4,463 7,794
Total other income, net 10,543 14,823 12,136
Loss before income taxes ( 29,841 ) ( 5,700 ) ( 15,709 )
Provision for (benefit from) income taxes 36,698 320 ( 3,561 )
Net loss $ ( 66,539 ) $ ( 6,020 ) $ ( 12,148 )
Less: net loss allocated to noncontrolling interests — — —
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 $ ( 64,314 ) $ ( 4,730 ) $ ( 12,726 )
The accompanying notes are an integral part of these consolidated financial statements
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Cytek Biosciences, Inc
Consolidated Statements of Stockholders’ Equity
Common stock Additional
paid-in
capital Accumulated
deficit Accumulated other
comprehensive
(loss) income Noncontrolling
interest in consolidated
subsidiary Total
stockholders’
equity
(In thousands, except share data) Shares Amount
Balances at December 31, 2022 135,365,381 $ 135 $ 442,887 $ ( 17,030 ) $ ( 697 ) $ 251 $ 425,546
Shares issued in connection with employee stock plans 1,723,511 2 1,465 1,467
Proceeds from Employee Stock Purchase Plan 296,236 — 1,855 1,855
Shares of Common Stock withheld related to net share settlement ( 56,442 ) — ( 419 ) ( 419 )
Repurchase of shares ( 6,613,780 ) ( 6 ) ( 44,465 ) ( 44,471 )
Stock-based compensation 22,048 22,048
Noncontrolling interest 15 ( 251 ) ( 236 )
Unrealized 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
Shares issued in connection with employee stock plans 2,193,491 2 1,013 1,015
Proceeds from Employee Stock Purchase Plan 358,547 — 1,705 1,705
Shares of Common Stock withheld related to net share settlement ( 89,419 ) — ( 554 ) ( 554 )
Repurchase of shares ( 3,971,624 ) ( 4 ) ( 21,607 ) ( 21,611 )
Stock-based compensation 26,848 26,848
Unrealized gain on marketable securities 97 97
Foreign currency translation adjustment, net of tax 1,193 1,193
Net loss ( 6,020 ) ( 6,020 )
Balances at December 31, 2024 129,205,901 $ 129 $ 430,791 $ ( 35,199 ) $ 16 $ — $ 395,736
Shares issued in connection with employee stock plans 2,316,708 2 323 325
Proceeds from Employee Stock Purchase Plan 477,462 1 1,148 1,149
Shares of Common Stock withheld related to net share settlement ( 157,347 ) — ( 670 ) ( 670 )
Repurchase of shares ( 3,292,588 ) ( 3 ) ( 15,071 ) ( 15,074 )
Stock-based compensation 24,585 24,585
Unrealized gain on marketable securities 58 58
Foreign currency translation adjustment, net of tax 2,167 2,167
Net loss ( 66,539 ) ( 66,539 )
Balances at December 31, 2025 128,550,136 $ 129 $ 441,107 $ ( 101,738 ) $ 2,241 $ — $ 341,739
The accompanying notes are an integral part of these consolidated financial statements
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Cytek Biosciences, Inc
Consolidated Statements of Cash Flows
Year Ended December 31,
(In thousands) 2025 2024 2023
Cash flows from operating activities:
Net loss $ ( 66,539 ) $ ( 6,020 ) $ ( 12,148 )
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:
Depreciation and amortization 7,579 7,212 6,048
Amortization of operating lease-right-of use assets 4,396 3,278 3,182
Provision for (benefit from) credit losses 413 ( 64 ) 269
Stock-based compensation 24,585 26,848 22,048
Loss on disposal of property and equipment 415 55 7
Provision for excess and obsolete inventory 1,703 1,646 1,468
Deferred income taxes 33,557 ( 2,886 ) —
Gain on investments, accretion, and amortization, net ( 5,673 ) ( 5,211 ) ( 6,661 )
Interest expenses for accretion of the legal settlement liabilities ( 328 ) ( 7,192 ) 1,577
Change in operating assets and liabilities:
Trade accounts receivable 368 ( 5,428 ) ( 7,332 )
Inventories ( 5,244 ) 14,755 4,286
Prepaid expenses and other assets ( 2,658 ) ( 2,809 ) ( 9,515 )
Trade accounts payable 448 2,582 ( 1,784 )
Accrued expenses and other liabilities 3,970 ( 817 ) 729
Legal settlement liabilities ( 1,133 ) ( 1,105 ) ( 298 )
Deferred revenue 3,601 3,737 6,520
Lease liabilities ( 4,146 ) ( 3,202 ) ( 3,115 )
Net cash provided by (used in) operating activities ( 4,686 ) 25,379 5,281
Cash flows from investing activities:
Purchases of marketable securities ( 278,155 ) ( 274,062 ) ( 175,935 )
Maturities of marketable securities 292,211 195,000 132,000
Purchase of property and equipment ( 4,084 ) ( 3,525 ) ( 4,648 )
Proceeds from sales of property and equipment 252 288 —
Acquisition of business — ( 471 ) ( 44,896 )
Purchase of intangible assets (patents) ( 106 ) ( 204 ) ( 179 )
Payment for additional investment in Cytek Japan, net of cash acquired — — ( 236 )
Net cash provided by (used in) investing activities 10,117 ( 82,974 ) ( 93,894 )
Cash flows from financing activities:
Proceeds from line of credit 5,582 4,181 —
Payment for repurchase of shares ( 15,074 ) ( 21,611 ) ( 44,151 )
Repayment of loan ( 4,745 ) ( 557 ) ( 565 )
Proceeds from Employee Stock Purchase Plan 1,149 1,704 1,855
Payments for taxes related to net share settlement of equity awards ( 670 ) ( 554 ) ( 419 )
Proceeds from issuance of common stock under employee stock plans 325 1,015 1,468
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 )
Cash, cash equivalents and restricted cash:
Net decrease in cash, cash equivalents and restricted cash ( 7,892 ) ( 68,885 ) ( 131,870 )
Cash, cash equivalents and restricted cash at beginning of period 98,745 167,630 299,500
Cash, cash equivalents and restricted cash at end of period $ 90,853 $ 98,745 $ 167,630
Supplemental disclosure of cash flow information:
Cash paid for taxes, net of refunds $ 2,159 $ 3,828 $ 5,305
Non-cash investing and financing activities:
Fixed asset purchases in accounts payable at period end $ 129 $ 177 $ 40
Intangible asset in accrued expenses at period end $ 26 $ — $ 510
Accrued excise taxes for share repurchase $ — $ — $ 320
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Derecognition of right-of-use assets $ — $ 205 $ —
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 $ —
Holdback amount in business acquisition $ — $ 100 $ —
The accompanying notes are an integral part of these consolidated financial statements
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Cytek Biosciences, Inc.
Notes to consolidated financial statements
1. Description of business
Cytek Biosciences, Inc. (“Cytek” or the “Company”) is a leading cell analysis solutions company advancing the next generation of cell analysis tools with its novel technical approach of leveraging the full spectrum of fluorescence signatures from multiple lasers to distinguish fluorescent tags on single cells (“Full Spectrum Profiling ™ ” or “FSP ® ” technology). The Company is focused on becoming the premier cell analysis company through continued innovation that facilitates scientific advances in biomedical research and clinical applications.
The Company has successfully developed and manufactured its full spectrum flow cytometry platform (“instrument(s)” or “product(s)”). The Company’s 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. The Company’s FSP platform includes instruments, accessories, reagents, software, and services to provide a comprehensive and integrated suite of solutions for its customers.
On February 28, 2023, the Company 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”).
The Company was incorporated in the state of Delaware in December 2014 and is headquartered in Fremont, California with offices, manufacturing facilities and distribution channels across the globe.
2. Basis of presentation and summary of significant accounting policies
The Company has prepared the accompanying consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASUs”) of the Financial Accounting Standards Board (“FASB”).
Principles of consolidation
The consolidated financial statements include the accounts of Cytek Biosciences, Inc., its wholly-owned subsidiaries, Cytek Biosciences B.V. (Netherlands), Cytek Biosciences GmbH (Germany), Cytek Biosciences Ltd (UK), Cytek Biosciences Pte. Ltd. (Singapore), Cytek Biosciences S.A.S. (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. (Canada). All intercompany accounts and transactions have been eliminated in consolidation.
Variable interest entities and voting interest entities
The Company determines whether it has a controlling financial interest in an entity by first evaluating whether the entity is a variable interest entity (“VIE”) and therefore subject to the consolidation requirements under the VIE model. Only if the entity does not meet the definition of a VIE, the Company will apply the voting interest model (“VOE”) or other applicable GAAP metric. VOEs are entities in which the total equity investment at risk is sufficient to enable the entity to finance itself independently and provides the equity holders with the obligation to absorb losses, the right to receive residual returns and the right to make decisions about the entity’s activities. The Company consolidates VOEs in which it has greater than 50 % of the voting shares and other equity holders do not have substantive voting, participating or liquidation rights. As defined in applicable accounting standards, VIEs are entities that lack one or more of the characteristics of a voting interest entity. A controlling financial interest in a VIE is present when an enterprise has both the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and an obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. The Company consolidates a VIE where it has been determined that the Company is the primary beneficiary of the entity’s operations. The Company does not currently hold an interest in a VIE.
Use of estimates
The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses and the disclosure of contingent assets and liabilities in the Company’s consolidated financial statements and accompanying notes as of the date of the consolidated financial statements. These estimates and assumptions are based on current facts, historical experience
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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.
Operating segments
Operating segments are defined as components of an enterprise about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company’s Chief Executive Officer, who is the chief operating decision maker, reviews financial information on an aggregate basis for allocating and evaluating financial performance. The Company operates and manages its business as one reportable and operating segment.
Foreign currency translation and transactions
The Company has determined that the functional and reporting currency for its operations across the globe is the functional currency of the Company’s international subsidiaries. Accordingly, all foreign balance sheet accounts have been translated into U.S. dollars using the rate of exchange at the respective balance sheet date. 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.
Cash, cash equivalents, and restricted cash
The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Cash equivalents are carried at cost, which approximates fair value.
The Company’s cash, cash equivalents, and restricted cash consist of money held in demand depository accounts and money market funds. The carrying amount of cash, cash equivalents, and restricted cash was $ 90.9 million and $ 98.7 million as of December 31, 2025 and 2024, respectively, which approximates fair value and was determined based upon Level 1 inputs. The money market account is valued using quoted market prices with no valuation adjustments applied and is categorized as Level 1. The Company limits its credit risk associated with cash and cash equivalents by maintaining its bank accounts at major and reputable financial institutions. The Company’s cash and cash equivalents balance exceeded the federally insured limit of $ 250,000 as of December 31, 2025 and 2024.
The Company classifies restricted cash as current on the accompanying consolidated balance sheets based upon the term of the remaining restrictions.
The following is a summary of cash, cash equivalents and restricted cash on the consolidated balance sheets (in thousands):
December 31,
2025 December 31,
2024
Cash $ 28,983 $ 32,251
U.S. Treasury 16,434 4,743
Money market funds 45,436 61,722
Restricted cash — 29
Total cash, cash equivalents and restricted cash as presented on the consolidated statements of cash flows $ 90,853 $ 98,745
Short-term restricted cash
As of December 31, 2024, two bank guarantees to Cytek Biosciences B.V. 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.
Investments
Available-for-sale investments. The Company’s investments may consist of U.S. treasury and U.S. government agency securities, corporate notes and bonds, commercial paper, and money market funds. The Company has designated all
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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. 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. Investments with remaining maturities greater than one year are classified as long-term investments.
Equity Investment. The Company’s investment consists of non-marketable equity investments in a privately held company. The Company’s non-marketable equity investments do not have readily determinable fair values. 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, 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.
Trade accounts receivable, net
The Company’s accounts receivable consists principally of amounts due related to product sales of instrument systems and accessories, as well as installation and repair services. These receivables are generally due within 30 to 90 days of the period in which the corresponding sales occur, do not bear interest, and are classified as trade accounts receivable, net on the consolidated balance sheets. Trade accounts receivable are reported at their estimated net realizable value.
Allowance for credit losses
The Company adopted ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13, Financial Instruments - Credit Losses”) on December 31, 2022, which was retroactively applied as of the first day of fiscal year 2022, as further described within the section below titled Recently Adopted Accounting Pronouncements. This accounting standard requires companies to measure expected credit losses on financial instruments based on the total estimated amount to be collected over the lifetime of the instrument. Prior to the adoption of this accounting standard, the Company recorded incurred loss reserves against receivable balances based on current and historical information.
Expected credit losses for uncollectible receivable balances consider both current conditions and reasonable and supportable forecasts of future conditions. Current conditions considered include pre-defined aging criteria, as well as specified events that indicate the balance due is not collectible. Reasonable and supportable forecasts used in determining the probability of future collection consider publicly available macroeconomic data and whether future credit losses are expected to differ from historical losses.
The Company is not party to any off-balance sheet arrangements that would require an allowance for credit losses in accordance with this accounting standard.
The changes in the allowance for credit losses for the year ended December 31, 2025 were as follows (in thousands):
Allowance for credit losses
Balance at December 31, 2023 372
Utilization of allowance for credit losses ( 197 )
Provision for credit losses 135
Balance at December 31, 2024 $ 310
Utilization of allowance for credit losses —
Provision for credit losses 419
Balance at December 31, 2025 $ 729
Inventories
Inventories are stated at the lower of cost and net realizable value. 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
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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. If inventory is written down, a new cost basis is established that cannot be increased in future periods.
Property and equipment, net
Property and equipment are recorded at cost, net of accumulated depreciation. Depreciation is recorded using the straight-line method based on the estimated useful lives of the depreciable property or, for leasehold improvements, the remaining term of the lease, whichever is shorter. Assets not yet placed in use are not depreciated. The Company’s estimated useful lives of its property and equipment are as follows:
Estimated Useful Lives
Building 20 years
Furniture and fixtures 5 - 7 years
Laboratory equipment 5 - 10 years
Office and computer equipment 3 - 5 years
Leasehold improvements Shorter of expected lease term or estimated useful life
Upon sale or retirement of the assets, the cost and related accumulated depreciation are removed from the accounts and the resulting gain or loss is recognized in the consolidated statement of operations and comprehensive (loss) income. Expenditures for general maintenance and repairs are expensed as incurred.
Goodwill and intangible assets, net
Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in a business combination. Intangible assets resulting from the acquisition of entities are estimated by management based on the fair value of assets received. Intangible assets are amortized on a straight-line basis over the estimated useful lives. The Company’s estimated useful lives of its intangible assets are as follows:
Estimated Useful Lives
Patent 20 years
Trademarks 10 years
Trade name 2 - 15 years
FCI developed technology 1 - 6 years
Customer relationship 7 - 9 years
Reagent licenses 7 years
IP license 5 years
Accounting for Impairment of Long-Lived Assets
Long-lived assets with finite lives include property and equipment and acquired intangible assets. The Company evaluates long-lived assets, including acquired intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets held and used is measured by comparison of the carrying amount of an asset or an asset group to estimated undiscounted future net cash flows expected to be generated by the asset or asset group. If the carrying amount of an asset exceeds these estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the assets exceeds the fair value of the asset or asset group.
Goodwill and indefinite-lived intangible assets are not amortized but rather tested for impairment at least annually in the fourth quarter, or more frequently if events or changes in circumstances indicate that impairment may exist. Goodwill impairment is recognized when the quantitative assessment results in the carrying value of the reporting unit exceeding its fair value, in which case an impairment charge is recorded to goodwill to the extent the carrying value exceeds the fair value, limited to the amount of goodwill. The Company did not recognize any impairment of goodwill for all periods presented.
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Fair value of financial instruments
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. 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:
Level 1—Quoted prices in active markets for identical assets or liabilities.
Level 2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data.
Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques.
The categorization of a financial instrument within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The Company recognizes transfers between levels of the fair value hierarchy on the date of the event or change in circumstances that caused the transfer.
The carrying amounts reflected in the consolidated balance sheets for cash and cash equivalents, trade accounts receivable, net, trade accounts payable and accrued expenses approximate their fair values.
Revenue recognition
The Company’s product revenue consists of sales of its instrument systems and accessories. The Company recognizes product revenue at the point in time when control of the product is transferred to the customer.
The Company’s service revenue primarily consists of post-warranty service contracts, installations and repairs, which are recognized over time. Post-warranty service contracts are recognized ratably over the term of the contract and installations and repair services are recognized as they are delivered to the customer.
Revenue is recognized when control of promised goods or services is transferred to a customer in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To determine revenue recognition for its arrangements with customers, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation.
Invoicing for products occurs upon shipment and is adjusted based on the applicable International Commercial Terms, and payment terms are 30 to 90 days. Service contracts are invoiced upfront and payment terms are generally 30 days. For those arrangements that have terms greater than one year, any payments received upfront are for reasons other than financing. Revenue is recognized only to the extent that it is probable that a significant reversal of the cumulative amount recognized will not occur in future periods. The Company does not typically offer discounts, rebates, incentives, or rights of return. Variable consideration is not material.
Certain of the Company’s sales contracts involve the delivery or performance of multiple products and services within contractually binding arrangements. The Company has determined these performance obligations qualify as distinct performance obligations, as the customer can benefit from the good or service on its own or together with other resources that are readily available to the customer, and the Company’s promise to transfer the good or service is separately identifiable from other promises in the contract. For these arrangements that contain multiple performance obligations, the Company allocates transaction price based on the relative standalone selling price (“SSP”) method by comparing the SSP of each distinct performance obligation to the total value of the contract. The Company uses a range of amounts to estimate SSP for products and services sold together in a contract to determine whether there is a discount to be allocated based on the relative SSP of the various products and services. In instances where SSP is not directly observable, such as when the Company does not sell the product or service separately, the Company determines the SSP using information that may include market conditions and other observable inputs.
Sales, value-add and other taxes, collected from customers concurrent with revenue generating activities and remitted to governmental authorities are not included in revenue. Shipping and handling costs associated with outbound freight are accounted for as a fulfillment cost and are included in cost of sales.
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The Company recognizes revenue in certain circumstances before product delivery occurs (commonly referred to as bill-and-hold transactions). When the Company enters into bill-and-hold arrangements, the Company determines if the customer obtains control of the product by determining (a) the reason for the bill-and-hold arrangement; (b) whether the product was identified separately as belonging to the customer; (c) whether the product was ready for physical transfer to the customer; 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 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
The Company’s standard arrangement for sales to end users is a purchase order or an executed contract. Revenue is recognized upon transfer of control of the product to the customer, which occurs at a point in time depending on the shipping terms.
The Company’s arrangements with its distributors include a purchase order. The purchase order is governed by terms and conditions set forth in the applicable distribution agreement. Revenue is recognized upon transfer of control of the products to the distributor, which occurs at a point in time depending on the shipping terms.
Service revenue
The Company’s service revenue primarily consists of post-warranty service contracts, installations and repairs, which are recognized over time. Post-warranty service contracts are recognized ratably over the term of the contract and installations and repair services are recognized as they are delivered to the customer. Service contracts are typically between one and three years .
Contract liabilities
Contract liabilities consist of fees invoiced or paid by the Company’s customers for which the associated services have not been performed and revenue has not been recognized based on the Company’s revenue recognition criteria described above. Such amounts are reported as deferred revenue for service and customer deposits for instruments on the consolidated balance sheets. Deferred revenue that is expected to be recognized during the following 12 months is recorded as a current liability and the remaining portion is recorded as noncurrent.
Assurance-type product warranties
The Company provides a one year assurance-type warranty that is included with the sale of its instruments. At the time revenue is recognized for the products, the Company establishes an accrual for estimated warranty expense based on historical data and trends of product reliability and costs of repairing and replacing defective products. The Company exercises judgment in estimating the expected product warranty costs, using data such as the historical repair costs. While management believes that historical experience provides a reliable basis for estimating such warranty cost, unforeseen quality issues or component failure rates could result in future costs in excess of such estimates, or alternatively, improved quality and reliability in the Company’s products could result in actual expenses that are below those currently estimated.
Deferred offering costs
Deferred offering costs, which consist of direct incremental legal, consulting, banking and accounting fees, are capitalized, and are offset against proceeds from an offering upon the effectiveness of the offering.
On August 26, 2022, the Company filed with the SEC an automatic shelf registration statement on Form S-3ASR (File No. 333-267118) (the “Registration Statement”). In connection with the filing of the Registration Statement, the Company also entered into a sales agreement (the “2022 Sales Agreement”) with Piper Sandler & Co. (“Piper”) as sales agent to sell from time to time up to $ 150 million of the Company’s common stock through an “at-the-market” offering program as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the “Securities Act”).
Pursuant to the terms of the 2022 Sales Agreement, the aggregate compensation payable to Piper is up to 3 % of the gross proceeds from the sale of common stock sold by Piper pursuant to the 2022 Sales Agreement. 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 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. Accordingly,
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$ 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
Research and development costs are expensed as incurred. 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.
Advertising costs
The cost of advertising, marketing and media is expensed as incurred. For the years ended December 31, 2025, 2024 and 2023 advertising, marketing and media expenses were $ 4.2 million, $ 3.8 million and $ 3.4 million, respectively.
Stock-based compensation
The Company maintains an equity incentive compensation plan under which incentive stock options and nonqualified stock options to purchase common stock, and restricted stock units for common stock, are granted to employees and non-employee consultants. Stock-based compensation cost is measured at the grant date, based on the fair value of the award, and is recognized as expense over the requisite service period. The fair value of stock options granted to employees is estimated using the Black-Scholes option pricing model. The Company records forfeitures as they occur. The weighted-average assumptions used in estimating the fair value of stock options granted during each of the periods presented are:
Expected Volatility—Expected volatility is estimated by analyzing the historical volatility of selected industry peers, and the Company’s historical market data for the assessment corresponds to the expected term of the awards.
Expected Term—Expected term represents the period that the Company’s stock-based awards are expected to be outstanding and is determined using the simplified method.
Dividend Yield— The expected dividend yield is zero as the Company has never declared or paid cash dividends and has no current plans to do so in the foreseeable future.
Risk-Free Interest Rate—The risk-free interest rate is based on the U.S. Treasury zero-coupon issued in effect at the time of grant for periods corresponding with the expected term of the option.
Income taxes
The Company accounts for income taxes under an asset and liability approach. Deferred income taxes comprise the impact of temporary differences between assets and liabilities recognized for financial reporting purposes and the amounts recognized for income tax reporting purposes, net operating loss carryforwards, and other tax credit carryforwards measured by applying currently enacted tax laws. A valuation allowance is provided when necessary to reduce deferred tax assets to an amount that is more likely than not to be realized.
The Company determines whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The Company uses a two-step approach to recognize and measure uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained upon tax authority examination, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement. The Company’s policy for interest and penalties related to uncertain tax positions is to recognize interest and penalties, if any, in interest expense and other expense, respectively, in the accompanying consolidated statement of operations. Accrued interest and penalties, if any, are included in accrued expenses in the consolidated balance sheet.
The Company files income tax returns in the U.S. federal jurisdiction, various U.S. state jurisdictions and foreign jurisdictions. The U.S. state and foreign jurisdictions have statutes of limitations that generally range from three to five years. The Company’s federal, state and foreign income tax returns are subject to examination unless the statutes of limitations close. The Company is not currently under examination for federal, state, and foreign income tax purposes.
The Company intends to reinvest its undistributed earnings of its foreign operations. Following enactment of the 2017 Tax Cuts and Jobs Act, the repatriation of cash to the United States is generally no longer taxable for federal income tax purposes. However, the repatriation of cash held outside the United States could be subject to applicable foreign withholding taxes and state income taxes. The Company may remit foreign earnings to the United States to the extent it is tax efficient to do so. It does not expect the tax impact from remitting these earnings to be material. The Company adopted
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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 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 loss attributable to common stockholders per share if their effect is antidilutive.
Business Combinations
The Company uses the acquisition method of accounting under ASC 805, Business Combinations . Each acquired company’s operating results are included in the Company’s consolidated financial statements starting on the date of acquisition. The purchase price is equivalent to the fair value of consideration transferred. Tangible and identifiable intangible assets acquired and liabilities assumed as of the date of acquisition are recorded at the acquisition date fair value. Goodwill is recognized for the excess of purchase price over the net fair value of assets acquired and liabilities assumed.
Amounts allocated to assets and liabilities are based upon their estimated fair values. Such valuations require management to make significant estimates and assumptions, especially with respect to the identifiable intangible assets. Management makes estimates of fair value based upon assumptions believed to be reasonable and that of a market participant. These estimates are based on historical experience and information obtained from the management of the acquired companies and the estimates are inherently uncertain. The separately identifiable intangible assets generally include developed technology, customer relationships, trade names, and reagent licenses.
Recently adopted accounting pronouncements
In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which requires all public entities, including public entities with a single reportable segment, to provide in interim and annual periods one or more measures of segment profit or loss used by the chief operating decision maker to allocate resources and assess performance. Additionally, the standard requires disclosure of significant segment expenses and other segment items as well as incremental qualitative disclosures.
The Company adopted ASU 2023-07 effective December 31, 2024, on a retrospective basis. The adoption of 2023-07 did not change the way that the Company identifies its reportable segments and, as a result, did not have a material impact on the Company’s segment-related disclosures. Refer to Note 22 for further information on the Company’s reportable segment.
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 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
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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.
3. Concentrations of credit risk and other risks and uncertainties
Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash, cash equivalents and marketable securities. The Company maintains accounts in federally insured financial institutions in excess of federally insured limits. Management believes the Company is not exposed to significant credit risk due to the financial position of the depository institutions in which these deposits are held and of the money market funds in which these investments are made. The Company holds marketable securities with high credit ratings.
4. Revenue from contracts with customers
Disaggregation of revenue
The following table depicts the disaggregation of revenue by sales channel mix and customer mix as defined by the nature of workflows (in thousands):
Year Ended December 31,
2025 2024 2023
Sales channel mix
Direct sales channel $ 146,668 $ 149,874 $ 147,169
Distributor channel 54,825 50,579 45,846
Total revenue, net $ 201,493 $ 200,453 $ 193,015
Customer mix
Academia and government $ 84,763 $ 80,911 $ 82,145
Biotechnology, pharmaceutical, distributor and contract research organizations 116,730 119,542 110,870
Total revenue, net $ 201,493 $ 200,453 $ 193,015
Revenue by geographical markets is presented in Note 22, Segment Information and Geographic Data .
Remaining performance obligations
The following table includes estimated revenues expected to be recognized in the future related to performance obligations that are unsatisfied (or partially satisfied) as of December 31, 2025 (in thousands):
Less than 1 year Greater than 1 year Total
Product revenue $ 1,927 $ — $ 1,927
Service revenue 26,577 18,339 44,916
Total revenue $ 28,504 $ 18,339 $ 46,843
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Contract balances
The Company had immaterial amounts of contract assets included within prepaid expenses and other current assets on the consolidated balance sheets. The following table provides information about deferred revenue from contracts with customers, and customer deposits (in thousands):
December 31,
2025 December 31,
2024
Contract liabilities:
Deferred revenue, current $ 28,504 $ 25,492
Deferred revenue, long-term $ 18,339 $ 16,098
Customer deposits, which are included in 'Other current liabilities' 1,068 1,118
Total contract liabilities $ 47,912 $ 42,708
The following provides a roll-forward of the contract liabilities (in thousands):
Contract liabilities
Balance at December 31, 2022 $ 27,665
Revenue recognized ( 36,298 )
Revenue deferred 47,898
Balance at December 31, 2023 $ 39,265
Revenue recognized ( 47,190 )
Revenue deferred 50,633
Balance at December 31, 2024 $ 42,708
Revenue recognized ( 57,106 )
Revenue deferred 62,310
Balance at December 31, 2025 $ 47,912
5. Balance sheet details
Inventories
The following table shows the components of inventory (in thousands):
December 31,
2025 December 31,
2024
Raw materials $ 20,442 $ 22,571
Work in progress 16,531 6,488
Finished goods 11,455 14,834
Total inventories $ 48,428 $ 43,893
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Prepaid expenses and other current assets
The following table shows the components of prepaid expenses and other current assets (in thousands):
December 31,
2025 December 31,
2024
Prepaid expenses:
Prepaid inventory $ 228 $ 115
Prepaid rent — 47
Prepaid insurance 884 804
Prepaid income tax 2,789 7,380
Other 3,034 3,786
Other current assets:
Tax refund receivable 5,410 —
Tenant improvement receivables 4,208 —
Other 2,977 1,943
Total prepaid expenses and other current assets $ 19,530 $ 14,075
Accrued expenses
The following table shows the components of accrued expenses (in thousands):
December 31,
2025 December 31,
2024
Accrued expenses:
Accrued compensation and related benefits $ 15,192 $ 14,765
Professional service fees 3,306 1,694
Purchases 1,836 1,851
Product warranty 1,457 1,796
Other 1,626 1,337
Total accrued expenses $ 23,417 $ 21,443
For the product warranty analysis refer to Note 20.
Other current liabilities
The following table shows the components of other current liabilities (in thousands):
December 31,
2025 December 31,
2024
Other current liabilities:
Customer deposits $ 1,068 $ 1,118
Income tax payable 3,067 1,516
Sales and use tax payable 3,216 2,043
Operating lease liability, current 2,880 3,756
Current portion of loan 6,296 4,658
Other 451 403
Total other current liabilities $ 16,978 $ 13,494
6. Fair value of financial instruments
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The categorization of a financial instrument within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The following
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table sets forth the fair value of the Company’s financial assets and liabilities by level within the fair value hierarchy (in thousands):
Description: December 31,
2025 Quoted prices
in active
markets for
identical
assets
(level 1) Significant
other
observable
inputs
(level 2) Significant
unobservable
inputs
(level 3)
Cash equivalents:
Money market funds $ 45,436 $ 45,436 $ — $ —
U.S. Treasury 16,434 16,434 — —
Short-term investments:
U.S. Treasury 133,097 133,097 — —
Corporate bonds 23,182 — 23,182 —
Commercial paper 14,397 — 14,397 —
Total $ 232,546 $ 194,967 $ 37,579 $ —
December 31,
2024 Quoted prices
in active
markets for
identical
assets
(level 1) Significant
other
observable
inputs
(level 2) Significant
unobservable
inputs
(level 3)
Cash equivalents:
Money market funds $ 61,722 $ 61,722 $ — $ —
U.S. Treasury 4,743 4,743 — —
Short-term investments:
U.S. Treasury 161,477 161,477 — —
Corporate bonds 1,977 — 1,977 —
Commercial paper 15,691 — 15,691 —
Total $ 245,610 $ 227,942 $ 17,668 $ —
The Company did not have any transfers of financial assets measured at fair value on a recurring basis to or from Level 1, Level 2 or Level 3 for any of the periods presented.
The table above does not include the Company’s investments in privately held equity securities. Non-marketable equity investments of $ 1.6 million are included within Other noncurrent assets on the consolidated balance sheet as of December 31, 2025.
7. Investments
The following tables summarize the Company's investments in available-for-sale securities by significant investment category reported as short-term as of December 31, 2025 (in thousands):
December 31, 2025
Amortized Cost Gross Unrealized Gains Gross Unrealized Loss Estimated Fair Value
Marketable securities:
U.S. Treasury $ 132,975 $ 122 $ — $ 133,097
Corporate bonds 23,164 18 — 23,182
Commercial paper 14,397 — — 14,397
Total available-for-sale investments $ 170,536 $ 140 $ — $ 170,676
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The following table summarizes the contractual maturities of the Company’s available-for-sale securities at December 31, 2025 (in thousands):
December 31, 2025
Amortized Cost Fair Value
Mature in less than one year $ 170,536 $ 170,676
Total $ 170,536 $ 170,676
The following tables summarize the Company’s investments in available-for-sale securities by significant investment category reported as short-term as of December 31, 2024 (in thousands):
December 31, 2024
Amortized Cost Gross Unrealized Gains Gross Unrealized Loss Estimated Fair Value
Marketable securities:
U.S. Treasury $ 161,401 $ 88 $ ( 12 ) $ 161,477
Corporate bonds 1,976 1 — 1,977
Commercial paper 15,684 11 ( 4 ) 15,691
Total available-for-sale investments $ 179,061 $ 100 $ ( 16 ) $ 179,145
The following table summarizes the contractual maturities of the Company’s available-for-sale securities at December 31, 2024 (in thousands):
December 31, 2024
Amortized Cost Fair Value
Mature in less than one year $ 179,061 $ 179,145
Total $ 179,061 $ 179,145
8. Property and equipment, net
The following table shows the components of property and equipment, net (in thousands):
December 31,
2025 December 31,
2024
Laboratory equipment $ 11,877 $ 11,639
Leasehold improvements 3,518 3,224
Building and land 7,922 7,763
Construction in progress 1,417 357
Office and computer equipment 2,950 1,495
Furniture and fixtures 2,459 2,198
Total property and equipment 30,143 26,676
Less: accumulated depreciation ( 12,134 ) ( 8,714 )
Property and equipment, net $ 18,009 $ 17,962
Total depreciation expense for the years ended December 31, 2025, 2024, and 2023 were $ 3.9 million , $ 3.5 million and $ 2.8 million, respectively.
9. Acquisition
On February 28, 2023, the Company completed the FCI Acquisition for an aggregate cash consideration of $ 44.9 million.
The FCI Acquisition expanded Cytek’s product portfolio to include high-resolution cell images with the speed, sensitivity and phenotyping abilities of flow cytometry and added cost-effective, entry-level and personal instrument options to broaden the market and research areas it services.
The acquisition was accounted for as a business combination in accordance with ASC 805. The purchase price has been allocated to tangible assets and identifiable intangible assets acquired and liabilities assumed based upon their
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estimated fair values, with the exception of contract liabilities assumed which are recognized and measured in accordance with ASC 606, Revenue from Contracts with Customers . The Company finalized its accounting for the FCI Acquisition during the fourth quarter of 2023.
During the year ended December 31, 2023 , the Company recorded the following changes as a result of measurement period adjustments to the fair value of the initial assets as follows:
• Property and equipment increased by $ 1.4 million
• Deferred tax assets increased by $ 0.6 million
• Customer relationships increased by $ 0.1 million
• Developed technologies increased by $ 0.7 million
• Trade names increased by $ 0.2 million
The measurement period adjustments noted above decreased goodwill by $ 3.0 million.
The fol lowing table summarizes the estimated fair value of assets acquired and liabilities assumed at the date of the FCI Acquisition:
(in thousands)
Fair value of assets acquired and liabilities assumed:
Inventories $ 18,695
Property and equipment 3,040
Prepaid expenses 70
Deferred tax assets 570
Intangible assets
Customer relationships 8,600
Amnis ImageStream developed technology 10,000
Guava easyCyte and Muse developed technology 140
Amnis FlowSight and CellStream developed technology 20
Amnis trade name 2,900
Guava trade name 90
Goodwill 6,039
Deferred revenue ( 4,952 )
Accrued warranty costs ( 316 )
Fair value of net assets acquired $ 44,896
The $ 6.0 million of goodwill arising from the FCI Acquisition is primarily attributed to significant time-to-market advantages, as the Company gained immediate access to the FCI Products, existing relationships and business infrastructure and knowledgeable and experienced workforce. The goodwill is deductible for tax purposes. The Company has integrated the FCI Business into its existing business structure, which is comprised of a single reportable segment and a single reporting unit.
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Intangible assets identified for recognition separate from goodwill were those that satisfied either the contractual or legal criterion or the separability criterion in the accounting guidance. The identifiable intangible assets acquired and their estimated useful lives for amortization are as follows:
Fair Value Useful life (years)
(In thousands, except for years)
Customer relationships $ 8,600 9
Amnis ImageStream developed technology 10,000 6
Guava easyCyte and Muse developed technology 140 2
Amnis FlowSight and CellStream developed technology 20 1
Amnis trade name 2,900 15
Guava trade name 90 3
Total $ 21,750
The customer relationships intangible asset represents the fair value of the underlying relationships with existing customers of the FCI Business. The trade name intangible asset represents the fair value of brand and name recognition associated with the marketing of the FCI Products. The FCI developed technology intangible asset represents the fair value of access to certain imaging and microcapillary technologies.
The fair value of the intangible assets acquired were estimated using variations of the income approach. The fair value of the customer relationships intangible asset was determined based on the multi-period excess earnings method and the relief-from-royalty method was utilized to estimate the fair values of the trade name and FCI developed technology intangible assets. The key assumptions used in estimating the fair values of intangible assets included forecasted financial information; customer retention rates; factors for technological obsolescence; royalty rates and discount rates. The cash flow projections were discounted using rates ranging from 29.0 % to 39.0 % The cash flows were based on estimates used to price the transaction, including market participant considerations, and the discount rates applied were benchmarked with reference to the implied rate of return from the transaction model and the weighted average cost of capital.
All acquired intangibles are being amortized over their estimated useful lives using the straight-line method of amortization.
The fair value assigned to the assets acquired are based on reasonable assumptions and estimates that market participants would use. Actual results may differ from these estimates and assumptions.
The results of operation s for the FCI Business are included in the consolidated financial statements of the Company from the date of th e acquisition.
10. Goodwill and intangible assets, net
On October 28, 2024, Cytek Biosciences Ltd completed an immaterial acquisition of certain assets of Cytometric Engineering Ltd. (d.b.a. FlowCEL) for cash consideration of $ 571,732 . The increase in goodwill and the customer relationships intangible during the year ended December 31, 2024 was primarily due to this acquisition.
The following table shows the components of intangible assets, net (in thousands):
December 31,
2025 December 31,
2024
Patents and trademarks $ 1,077 $ 890
Trade name 3,798 3,792
IP license 10,636 10,636
Customer relationships 11,390 11,351
Reagent license 1,800 1,800
Land Use Right 186 —
Total intangible assets 28,887 28,469
Less: accumulated amortization ( 12,066 ) ( 8,341 )
Intangible assets, net $ 16,821 $ 20,128
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Total amortization expense for the years ended December 31, 2025, 2024, and 2023 were approximately $ 3.7 million, $ 3.7 million, $ 3.2 million, respectively.
11. Legal settlement liability
On February 13, 2018, Becton, Dickinson, and Company (“BD”) filed a lawsuit against the Company alleging trade secret misappropriation and copyright infringement. On October 6, 2020, the Company entered into a Settlement, License and Equity Issuance Agreement with BD pursuant to which the Company and BD agreed to a mutual release of all claims against each other as of the date thereof (the “BD Agreement”). Additionally, BD granted Cytek a non-exclusive, irrevocable, perpetual, worldwide and non-transferrable license to certain BD patents and covenanted that it would not enforce or permit or encourage the enforcement of BD patents against Cytek or its affiliates in connection with the development, manufacture, use, importation, offer for sale or sale of its then-current instruments. In exchange, the Company agreed that Cytek and its affiliates would not dispute or challenge in a legal proceeding the validity, enforceability or scope of the applicable BD patent claims and agreed to make certain payments to BD, including (i) a one-time upfront payment of $ 2.0 million, (ii) a low single digit royalty payment for ten years , based on net sales of certain of its products, (iii) $ 6.0 million milestone payment upon the occurrence of a certain sales threshold, and (iv) a specified payment upon the closing of a change of control transaction, if any. The Company also issued 2,087,545 shares of the Company’s common stock to BD during the year ended December 31, 2020 in connection with the BD settlement. The Company achieved the sales milestone and made the milestone payment in the quarter ended December 31, 2021.
The Company separated the settlement agreement into two elements, the litigation settlement and future licensing rights. The Company could not readily determine the fair value of the litigation settlement of prior infringement claims between the Company and BD. Therefore, the Company applied the residual method and allocated the difference between the total present value consideration payable under the BD Agreement and the estimated fair value of the future licensing rights to the litigation settlement element. The Company determined the estimated fair value of the future licensing rights based on the relief from royalty method. The significant assumptions used were the market royalty rate estimated as a royalty rate that a market participant would pay to license the BD intellectual property, forecasted sales subject to the market royalty rate and the discount rate.
The patents in question were determined to have an average useful life of 18 months. 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 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 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 $ 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):
December 31,
2025 December 31,
2024
Current:
Legal settlement liability $ 2,495 $ 1,705
Noncurrent:
Legal settlement liability 6,786 9,036
Total legal settlement liability $ 9,281 $ 10,741
12. Debt
On November 7, 2022, Cytek Wuxi entered a fixed asset loan agreement with Bank of Communications, China (the “Wuxi Loan”). The Wuxi Loan was denominated in Chinese renminbi and collateralized by Cytek Wuxi’s cash deposit to the bank. The deposit was in a separate account with Cytek Wuxi’s name, but the use of such account was restricted. The
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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, 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. 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 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 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. 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.
13. Common stock
As of December 31, 2025, the Company has authorized 1,000,000,000 shares of common stock at $ 0.001 par value. Holders of common stock are entitled to one vote per share, and to receive dividends, only and if declared by the Company’s Board of Directors (the “Board”) and, upon liquidation or dissolution, are entitled to receive all assets available for distribution to stockholders, subordinate to the rights, preferences and privileges of any outstanding preferred stock with respect to dividends and in connection with a liquidation, winding up and dissolution of the Company. The holders have no preemptive or other subscription rights.
On August 26, 2022, the Company filed with the SEC an automatic shelf registration statement on Form S-3ASR (File No. 333-267118) (the “Registration Statement”). In connection with the filing of the Registration Statement, the Company also entered into a sales agreement (the “2022 Sales Agreement”) with Piper Sandler & Co. (“Piper”) as sales agent to sell from time to time up to $ 150 million of the Company’s common stock through an “at-the-market” offering program as defined in Rule 415 promulgated under the Securities Act.
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Pursuant to the terms of the 2022 Sales Agreement, the aggregate compensation payable to Piper is up to 3 % of the gross proceeds from the sale of common stock sold by Piper pursuant to the 2022 Sales Agreement. 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. 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.
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. During the three months ended December 31, 2023 , the Company repurchased 5,332,769 shares of its outstanding common stock for a total cost of approximately $ 34.6 million at an average price per share of $ 6.49 . During the twelve months ended December 31, 2023 , the Company repurchased 6,613,780 shares of its outstanding common stock for a total cost of approximately $ 44.2 million at an average price per share of $ 6.66 . The commission costs related to the repurchases were $ 0.1 million for both the three months and twelve months ended December 31, 2023 . The repurchase program was used to return capital to shareholders and to minimize the dilutive impact of stock options and other stock-based awards. The repurchased shares of common stock were retired. The repurchase program expired on December 31, 2023 .
On June 6, 2024, the Board approved a program for the repurchase by the Company of up to an aggregate of $ 50 million of its outstanding common stock. During the three months ended December 31, 2024, the Company repurchased 1,332,950 shares of its outstanding common stock for a total cost of approximately $ 7.0 million at an average price per share of $ 5.21 . During the twelve months ended December 31, 2024 , the Company repurchased 3,971,624 shares of its outstanding common stock for a total cost of approximately $ 21.6 million at an average price per share of $ $ 5.41 . As of December 31, 2024, the Company had a remaining authorized amount of $ 28.5 million in the repurchase program. The repurchase program was used to return capital to shareholders and to minimize the dilutive impact of stock options and other stock-based awards. The repurchased shares of common stock were retired. The repurchase program expired on December 31, 2024.
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. Among other things, the IRA imposes a 15% corporate alternative minimum tax for tax years beginning after December 31, 2022, levies a 1% excise tax on net stock repurchases after December 31, 2022, and provides tax incentives to promote clean energy. Beginning in 2023, net stock repurchases are subject to the excise tax. As of December 31, 2025, we have accrued $ 0.1 million excise taxes related with our shares buy back.
14. Stock-based compensation plan
Stock Plans
As of December 31, 2025, the Company had three stock-based compensation plans (the “Plans”) which are described below.
2015 Equity Incentive Plan
In March 2015, the Board approved the 2015 Equity Incentive Plan (“2015 Plan”), which provided for the granting of stock options to employees, directors and consultants of the Company. As of the effective date of the 2021 Plan described below, the 2015 Plan was terminated and no further equity awards may be granted pursuant to the 2015 Plan. Outstanding stock options granted under the 2015 Plan will continue to be governed by the provisions of the 2015 Plan until expiration or exercise, whichever is earlier.
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2021 Equity Incentive Plan
In July 2021, the Board approved the 2021 Equity Incentive Plan (the “2021 Plan”), which provides for the granting of stock options, stock appreciation rights, restricted stock awards, restricted stock unit (“RSU”) awards, performance awards, and other awards to employees, directors and consultants of the Company. The 2021 Plan became effective on July 22, 2021 in connection with the IPO. Upon the 2021 Plan’s effective date, there were 18,000,000 shares of the Company’s common stock reserved for issuance thereunder. On January 1 of each year commencing after the effective date of the IPO and continuing through and including January 1, 2031, the number of shares of the Company’s common stock reserved for issuance under the 2021 Plan will increase automatically by an amount equal to 4 % of the number of shares of the Company’s common stock outstanding on the preceding December 31, unless the Board elects to authorize a lesser number of shares prior to the applicable January 1. As of December 31, 2025, the total number of shares of common stock available for issuance under the 2021 Plan was 23,533,103 shares.
2021 Employee Stock Purchase Plan
In July 2021, the Board approved the 2021 Employee Stock Purchase Plan (the “ESPP”). The ESPP became effective on July 22, 2021 in connection with the IPO. Upon the ESPP’s effective date, there were 2,000,000 shares of the Company’s common stock reserved for issuance thereunder. On January 1 of each year commencing after the effective date of the IPO and continuing through and including January 1, 2031, the number of shares of the Company’s common stock reserved for issuance under the ESPP will increase automatically by an amount equal to the lesser of (1) 1 % of the number of shares of the Company’s common stock outstanding on the preceding December 31, (2) 5,000,000 shares and (3) a number of shares determined by the Board. During the year ended December 31, 2025, 477,462 shares were issued pursuant to purchases under the ESPP. As of December 31, 2025, the total number of shares of common stock available for issuance under the ESPP was 5,965,420 shares.
Stock option valuation assumptions
The Company estimates the fair value of each stock option grant on the date of grant using the Black-Scholes option pricing model. The model assumptions include expected volatility, expected term, dividend yield, and the risk-free interest rate. The expected volatility was based on the volatility of a group of similar entities. The Company derived expected term by using the “simplified” method (the expected term is determined as the average of the time-to-vesting and contractual life of the option), as the Company has limited historical information to develop expectations about future exercise patterns and post vesting employment termination behavior. The Company based the risk-free rate on U.S. Treasury zero-coupon issues with remaining terms similar to the expected term of the option. The Company has never paid any dividends and does not anticipate paying dividends in the foreseeable future, and therefore used an expected dividend yield of zero in the valuation model.
Stock Options
The following table shows stock option activity during the periods indicated (in thousands except share and per share data):
Number of options outstanding Weighted-average exercise price Weighted-average remaining
contractual term (in years) Aggregate intrinsic value
Balance as of December 31, 2023 7,219,702 $ 8.74 6.90 $ 23,574
Options granted 1,916,670 6.86
Options exercised ( 821,266 ) 1.23
Options forfeited ( 320,447 ) 9.63
Options expired ( 230,202 ) 13.59
Balance as of December 31, 2024 7,764,457 $ 8.89 6.85 $ 10,810
Options granted 2,558,701 4.25
Options exercised ( 553,858 ) 0.58
Options forfeited ( 236,688 ) 6.98
Options expired ( 392,448 ) 14.20
Balance as of December 31, 2025 9,140,164 $ 7.91 6.82 $ 6,918
Options exercisable as of December 31, 2025 5,982,905 $ 9.17 5.80 $ 5,284
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The weighted-average grant date fair value of options granted during the years ended December 31, 2025, 2024, and 2023 were $ 2.67 , $ 4.61 , and $ 6.64 per share, respectively.
There was $ 10.6 million of unrecognized stock-based compensation expense related to unvested stock options as of December 31, 2025. The unrecognized stock-based compensation expense is estimated to be recognized over a period of 2.50 years as of December 31, 2025.
The Company currently uses authorized and unissued shares to satisfy option exercises.
The aggregate intrinsic value is calculated as the difference between the exercise price and the estimated fair value of the Company’s common stock as of December 31, 2025.
RSU Awards
The following table shows RSU awards activity during the periods indicated:
Shares Weighted-average grant date fair value per share Weighted-average remaining contractual term (in years) Aggregate intrinsic value (in thousands)
Unvested balance at December 31, 2023 2,608,257 $ 10.88 1.51 $ 23,787
Granted 3,530,685 6.92
Vested ( 1,372,225 ) 9.57
Forfeited ( 545,839 ) 9.12
Unvested balance at December 31, 2024 4,220,878 $ 8.22 1.46 $ 27,393
Granted 2,568,624 4.07
Vested ( 1,762,850 ) 8.20
Forfeited ( 459,549 ) 7.44
Unvested balance at December 31, 2025 4,567,103 $ 5.97 1.31 $ 23,064
There was $ 28.4 million of unrecognized stock-based compensation expense related to unvested RSU awards as of December 31, 2025. The unrecognized stock-based compensation expense is estimated to be recognized over a period of 2.53 years as of December 31, 2025.
Stock-based compensation expense
The following table shows the allocation of stock-based compensation expense related to the Company’s stock-based awards (in thousands):
Year Ended December 31,
2025 2024 2023
Cost of sales $ 3,994 $ 4,428 $ 3,212
Research and development 5,146 6,427 6,676
Sales and marketing 4,480 4,766 4,290
General and administrative 10,965 11,227 7,870
Total stock-based compensation $ 24,585 $ 26,848 $ 22,048
The following table shows the weighted-average valuation assumptions used in determining the fair value of employee stock options:
Year Ended December 31,
2025 2024 2023
Expected term (in years) 5.99 6.00 5.96
Expected volatility 66 % 73 % 71 %
Risk-free interest rate 4 % 4 % 4 %
Dividend yield — — —
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The following table summarizes the weighted-average assumptions used in estimating the fair value of the ESPP for the current offering period using the Black-Scholes option-pricing model:
Year Ended December 31,
2025 2024 2023
Expected term (in years) 0.5 0.5 0.5
Expected volatility 72 % 63 % 67 %
Risk-free interest rate 4 % 5 % 5 %
Dividend yield — — —
15. Employee benefit plan
401(k) retirement savings plan
The Company currently maintains a 401(k) retirement savings plan that covers substantially all of its employees (the “401(k) Plan”). The 401(k) Plan permits voluntary contributions by employees, a portion of which are matched by the Company. The Company’s contributions to the 401(k) Plan were approximately $ 2,048,000 , $ 1,823,000 , and $ 1,678,000 for the years ended December 31, 2025, 2024, and 2023, respectively.
16. Income taxes
For the years ended December 31, 2025, 2024, and 2023, income from continuing operations before taxes consisted of amounts related to U.S. operations and income associated with the Company’s foreign operations. The geographical breakdown of the Company’s loss before income taxes is as follows (in thousands):
2025 2024 2023
Domestic $ ( 44,492 ) $ ( 12,778 ) $ ( 16,899 )
International 14,650 7,078 1,190
Loss before income taxes $ ( 29,841 ) $ ( 5,700 ) $ ( 15,709 )
Income tax expense attributable to income from continuing operations consists of (in thousands):
2025 2024 2023
Current provisions for income taxes:
Federal $ ( 553 ) $ 2,237 $ 4,142
State 129 139 798
Foreign 3,565 830 1,528
Total current $ 3,141 $ 3,206 $ 6,468
Deferred tax expense (benefit):
Federal $ 28,140 $ ( 2,551 ) $ ( 8,777 )
State 5,417 ( 651 ) ( 1,170 )
Foreign — 316 ( 82 )
Total deferred tax expense (benefit) $ 33,557 $ ( 2,886 ) $ ( 10,029 )
Total provision for (benefit from) income taxes $ 36,698 $ 320 $ ( 3,561 )
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Tax rate reconciliation
The following table presents a reconciliation of the federal statutory rate to the Company’s effective tax rate:
2025
Amounts Rate
U.S. 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
China
Foreign income taxed at different rate ( 712 ) 2.4
Netherlands
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:
In thousands
2025
US federal $ —
State $ 24
Foreign
China $ 1,346
Netherlands $ 789
Income taxes paid (net of refunds received) $ 2,159
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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):
2024 2023
U.S. federal tax benefit at statutory rate 21.0 % 21.0 %
State income taxes, net of federal benefit 9.0 3.4
Foreign income taxed at different rates 10.0 ( 0.9 )
Foreign-derived intangible income deduction ( 5.2 ) 9.1
Research and development credits 14.4 12.9
Tax impact of foreign earnings and losses ( 2.0 ) ( 1.4 )
Subpart F 1.8 ( 5.3 )
Stock-based compensation ( 44.4 ) ( 12.2 )
Other permanent adjustments ( 2.2 ) ( 0.8 )
Prior year true up due to tax rate change — 1.6
Change in valuation allowance, net ( 9.3 ) ( 6.5 )
Section 162(m) compensation ( 2.7 ) ( 0.7 )
Foreign tax credit 4.2 2.1
Other — 0.4
Effective tax rate ( 5.4 ) % 22.7 %
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Significant components of deferred taxes
The tax effects of temporary differences and carryforwards that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2025 and 2024 are presented below (in thousands):
2025 2024
Deferred tax assets
Net operating loss carryforwards $ 6,384 $ 1,610
Foreign tax credit carryforward 1,474 1,190
Research and development credit carryforward 3,113 2,201
Stock based compensation 4,908 4,473
Legal settlement 1,837 2,461
Deferred revenue 6,702 6,460
Research and development capitalization 9,284 13,287
Inventory reserve 1,386 1,736
Accrued bonus 1,564 1,477
Lease liability 3,547 2,362
Other accruals 1,621 1,497
Gross deferred tax assets 41,820 38,754
Valuation allowance ( 38,565 ) ( 2,800 )
Net deferred tax assets $ 3,255 $ 35,954
Deferred tax liabilities
ROU assets $ ( 3,265 ) $ ( 2,107 )
Depreciation and amortization ( 172 ) ( 473 )
Net deferred tax liabilities $ ( 3,437 ) $ ( 2,580 )
Net deferred tax assets (liabilities) $ ( 182 ) $ 33,374
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.
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, 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 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. The annual limitation may result in the expiration of the state net operating loss carryforwards before utilization.
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Uncertain Tax Positions
The following is a tabular reconciliation of the total amounts of unrecognized tax benefits (in thousands):
2025 2024 2023
Unrecognized tax benefits as of the beginning of the year $ 3,599 $ 3,635 $ 2,235
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, 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 files income tax returns in U.S. federal jurisdiction, various U.S. state jurisdictions and foreign jurisdictions. The U.S., state and foreign jurisdictions have statutes of limitations that generally range from three to five years. The Company’s federal, state and foreign income tax returns are subject to examination unless the statutes of limitations close. The Company is not currently under examination for federal, state or foreign income tax purposes.
As of December 31, 2025, the Company’s management asserted that it was their intent to indefinitely reinvest unremitted foreign earnings for all its foreign entities.
17. Lease
The Company determines if an arrangement is or contains a lease at inception, which is the date on which the terms of the contract are agreed to, and the agreement creates enforceable rights and obligations. Under Topic 842, a contract is or contains a lease when (i) explicitly or implicitly identified assets have been deployed in the contract and (ii) the customer obtains substantially all of the economic benefits from the use of that underlying asset and directs how and for what purpose the asset is used during the term of the contract. The Company also considers whether its service arrangements include the right to control the use of an asset.
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 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 that option. The Company’s leases generally do not contain any material restrictive covenants.
Operating lease cost is recognized on a straight-line basis over the lease term. The components of lease expense are as follows (in thousands):
Year Ended
December 31, 2025 Year Ended
December 31, 2024
Operating lease cost $ 4,398 $ 3,385
Short-term lease cost 41 625
Total lease cost $ 4,439 $ 4,010
Supplemental cash flow information related to leases is as follows (in thousands):
Year Ended
December 31, 2025 Year Ended
December 31, 2024
Cash paid for amounts included in measurement of lease liabilities:
Operating cash outflows - payments on operating leases $ 4,107 $ 3,273
Right-of-use assets obtained in exchange for new lease obligations:
Operating leases $ 5,038 $ 2,716
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Supplemental balance sheet information related to leases is as follows (in thousands):
December 31,
2025 December 31,
2024
Operating lease right-of-use assets $ 11,315 $ 10,168
Included in other current liabilities:
Operating lease liabilities, current $ 2,880 $ 3,756
Operating lease liabilities, noncurrent 14,042 7,552
Total operating lease liabilities $ 16,922 $ 11,308
Weighted-average remaining lease term - operating leases: 5.36 3.49
Weighted-average discount rate - operating leases: 4.5 % 3.4 %
Future undiscounted cash flows for each of the next five years and thereafter and reconciliation to the lease liabilities recognized on the balance sheet as of December 31, 2025 is as follows (in thousands):
2026 $ 3,479
2027 3,969
2028 3,502
2029 1,837
2030 1,397
Thereafter 7,135
Total lease payments $ 21,319
Less imputed interest ( 4,397 )
Total present value of lease liabilities $ 16,922
18. Commitments and contingencies
Purchase Obligations
The Company has entered into non-cancelable arrangements with third parties, primarily related to cloud computing and other information technology services. As of December 31, 2025, future payments under these contractual obligations were as follows (in thousands):
2026 $ 1,850
2027 $ 1,408
2028 $ 48
Thereafter $ —
Total Purchase Obligations $ 3,306
Legal proceedings
From time to time, the Company is involved in legal proceedings and claims. On August 14, 2024, Beckman Coulter, Inc. (“Beckman Coulter”) sued the Company in federal court in the District of Delaware, alleging that the Company’s Cytek Aurora flow cytometers, Aurora CS cell sorters, and Northern Lights and Northern Lights-CLC products infringe U.S. Patent Nos. 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 Cytek Aurora flow cytometers, Aurora CS cell sorters, and Northern Lights and Northern Lights-CLC products also infringe U.S. Patent Nos. 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. On February 27, 2025, Beckman Coulter filed an answer to the counterclaim, denying liability. Claim
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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. Patent No. 12,174,106. 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. If the potential loss from any legal proceedings or litigation is considered probable and the amount can be reasonably estimated, the Company accrues a liability for the estimated loss. Significant judgment is required to determine the probability of a loss and whether the amount of the loss is reasonably estimated. The outcome of any proceeding is not determinable in advance. As a result, the assessment of a potential liability and the amount of accruals recorded are based on the information available at the time.
19. Investment in Cytek Japan
In May 2019, the Company jointly formed Cytek Japan with TOMY Digital Biology (“TOMY”). Cytek Japan was created for the purpose of expanding the Company’s presence in Japan. The Company and TOMY each purchased $ 46,000 of common stock of Cytek Japan. The Company previously accounted for its 50 % interest in Cytek Japan as an equity method investment. The Company recorded $ 40,000 for its proportionate share of Cytek Japan’s earnings prior to its additional investment, which is included in other income (expense), net in the consolidated statements of operations and comprehensive (loss) income for the year ended December 31, 2022.
In March 2021, the Company purchased an additional $ 688,000 of common stock of Cytek Japan and TOMY purchased an additional $ 229,000 of common stock of Cytek Japan. The Company’s interest in Cytek Japan increased from 50 % to 73 % giving the Company controlling interest. The Company consolidated Cytek Japan as of March 31, 2021.
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. Cytek Japan became a wholly-owned subsidiary of the Company.
20. Product warranty
The following table shows the activity in the product warranty accrual included in accrued expenses on the consolidated balance sheets (in thousands):
December 31,
2025 December 31,
2024
Balance, beginning of the period $ 1,796 $ 2,805
Accrual for current year warranties 1,098 949
Warranty cost incurred ( 1,437 ) ( 1,958 )
Balance, end of period $ 1,457 $ 1,796
21. 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):
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Year Ended December 31,
2025 2024 2023
Numerator
Net loss $ ( 66,539 ) $ ( 6,020 ) $ ( 12,148 )
Less: net loss allocated to noncontrolling interests — — —
Net loss attributable to common stockholders, basic and diluted $ ( 66,539 ) $ ( 6,020 ) $ ( 12,148 )
Denominator
Weighted-average common shares outstanding, attributable to common stockholders, basic 127,745,939 130,611,330 135,283,044
Effect of employee stock plans — — —
Weighted-average common shares outstanding, attributable to common stockholders, diluted 127,745,939 130,611,330 135,283,044
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. common stockholders, because the effect of including such shares would have been anti-dilutive in the periods presented.
22. Segment Information and Geographic Data
Segment Information
The Company operates and manages its business activities on a consolidated basis and has one operating and reportable segment, as defined under ASC 280, Segment Reporting. Operating segments are defined as components of an enterprise where separate financial information is evaluated regularly by the Chief Operating Decision Maker (“CODM”), who decides how to allocate resources and assess performance. The Company’s Chief Executive Officer serves as the CODM and is responsible for evaluating the Company’s financial performance and allocating resources. The CODM uses net income as the measure of profit or loss to allocate resources, assess performance, and monitor budgets against actual results.
Further, the CODM reviews the significant segment expenses in the table below on net (loss) income when assessing performance and allocating resources, as well as those used for strategic decisions related to headcount and capital
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expenditures. The measure of segment assets is reported on the balance sheet as total assets. The CODM does not review segment assets at a level other than that presented in the Company’s consolidated balance sheets.
The following table reflect the Company’s significant segment expenses:
(In thousands) 2025 2024 2023
Revenue, net:
Product $ 144,233 $ 153,263 $ 156,717
Service 57,260 47,190 36,298
Total revenue, net 201,493 200,453 193,015
Cost of sales (excluding stock-based compensation) 91,101 82,922 78,655
Amortization - license & IP expense 1,936 1,997 1,721
Sales (excluding stock-based compensation) 34,167 29,320 25,510
Marketing (excluding stock-based compensation) 10,793 15,028 19,349
Research and development (excluding stock-based compensation) 31,325 32,975 37,475
General and administrative (excluding stock-based compensation) 47,969 31,885 36,102
Stock-based compensation expense 24,585 26,848 22,048
Other segment items 26,155 ( 14,504 ) ( 15,696 )
Net loss $ ( 66,538 ) $ ( 6,020 ) $ ( 12,148 )
Other segment items include other income (expenses) and interest income (expenses).
Revenue by geographic location
The Company sells its products worldwide and attributes revenue to the geography where the product is delivered. The geographical distribution of revenue for the years ended December 31, 2025, 2024, and 2023 was as follows (in thousands):
Year Ended December 31,
2025 2024 2023
United States $ 95,250 $ 92,610 $ 102,085
EMEA 55,883 62,341 53,178
APAC 41,080 35,770 31,598
Other 9,280 9,732 6,154
Total revenue, net $ 201,493 $ 200,453 $ 193,015
EMEA includes Europe, the Middle East and Africa; APAC includes Asia and the Pacific countries; Other includes Canada and Latin America.
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 .
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Long-lived assets by geographic location
As of December 31, 2025 and December 31, 2024, the Company’s long-lived assets by geographic area were as follows (in thousands):
December 31,
2025 December 31,
2024
United States $ 7,978 $ 8,228
EMEA 425 435
APAC 9,606 9,299
Total $ 18,009 $ 17,962
As of December 31, 2025 and December 31, 2024, most of the Company’s long-lived assets were located in the United States and in Wuxi, China.
23. Subsequent Events
Credit Agreement
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.
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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
Not applicable.