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What changed in Cytek Biosciences, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Cytek Biosciences, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+452 added−415 removedSource: 10-K (2026-02-26) vs 10-K (2025-02-28)

Top changes in Cytek Biosciences, Inc.'s 2025 10-K

452 paragraphs added · 415 removed · 361 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

91 edited+24 added−12 removed152 unchanged
Biggest changeThe flexible configuration of the instrument allows for up to three lasers and 14 parameter measurements. Innovative microcapillary technology provides for direct absolute counting with industry-leading precision. Cytek Orion Reagent Cocktail Preparation System The Cytek Orion reagent cocktail preparation system enables researchers to fully automate the preparation of antibody cocktails for flow cytometry.
Biggest changeCytek Guava easyCyte™ Flow Cytometer The Cytek Guava easyCyte flow cytometer is a highly dynamic benchtop system with great sensitivity and optional high-throughput capabilities driven by intuitive software. The flexible configuration of the instrument allows for up to three lasers and 14 parameter measurements. Innovative microcapillary technology provides for direct absolute counting with industry-leading precision.
We have developed our own portfolio of issued patents and patent applications directed at our core and system level technology, including claims directed to methods and apparatus of flow cytometers and cell sorters with excitation, fluidics, emission, mechanical, magnetic, electronics, bio-safety and temperature control technology in configurations of our Cytek Aurora, Aurora CS, Northern Lights and Northern Lights-CLC systems.
We have developed our own portfolio of issued patents and patent applications directed at our core and system level technology, including claims directed to methods and apparatus of flow cytometers and cell sorters with excitation, fluidics, emission, mechanical, magnetic, electronics, bio-safety and temperature control technology in configurations of our Cytek Aurora, Cytek Aurora Evo, Aurora CS, Northern Lights and Northern Lights-CLC systems.
Our FSP cell analyzers, the Cytek Aurora™ and Northern Lights™ systems, deliver high-resolution, high-content and high-sensitivity cell analysis and address the inherent limitations of other technologies by providing a higher level of multiplexing with exquisite sensitivity, more flexibility and increased efficiency, all at a lower cost for performance.
Our FSP cell analyzers, the Cytek Aurora™, Northern Lights™, and Cytek Aurora Evo systems, deliver high-resolution, high-content and high-sensitivity cell analysis and address the inherent limitations of other technologies by providing a higher level of multiplexing with exquisite sensitivity, more flexibility and increased efficiency, all at a lower cost for performance.
For further discussion of the risks we face relating to competition, see the section titled “Risk factors— Risks Related to Our Business and Strategy—The market for cell analysis technologies and life sciences tools, including flow 11 Table of Contents cytometry, is highly competitive, and if we cannot compete successfully with our competitors, we may be unable to increase or sustain our revenue, or achieve and sustain profitability.” INTELLECTUAL PROPERTY Our commercial success depends in part on our ability to obtain and maintain patent and other proprietary protection for our commercially important technology, inventions and know-how; to defend and enforce our patents; and to operate without third parties infringing, misappropriating or violating our proprietary rights.
For further discussion of the risks we face relating to competition, see the section titled “Risk Factors— Risks Related to Our Business and Strategy—The market for cell analysis technologies and life sciences tools, including flow cytometry, is highly competitive, and if we cannot compete successfully with our competitors, we may be unable to increase or sustain our revenue, or achieve and sustain profitability.” INTELLECTUAL PROPERTY Our commercial success depends in part on our ability to obtain and maintain patent and other proprietary protection for our commercially important technology, inventions and know-how; to defend and enforce our patents; and to operate without third parties infringing, misappropriating or violating our proprietary rights.
The Coherent Agreement has an initial term of three years and will automatically renew for a subsequent one-year period unless either party provides written notice of non-renewal at least four (4) months prior to the expiration of the initial term. The Coherent Agreement may be terminated prior to the end of its term upon the occurrence of certain specified events.
The Coherent Agreement had an initial term of three years and will automatically renew for a subsequent one-year period unless either party provides written notice of non-renewal at least four (4) months prior to the expiration of the initial term. The Coherent Agreement may be terminated prior to the end of its term upon the occurrence of certain specified events.
Our actual or perceived failure to comply with such obligations could lead to government regulatory investigations or enforcement actions (that could include fines and penalties), a disruption of our business or commercialization of our products, private litigation (including class claims) and mass arbitration demands, harm to our reputation, loss of revenue or profits, and other adverse effects on our business or 19 Table of Contents prospects” for additional information about the privacy and security laws and regulations to which we may become subject and about the risks to our business associated with such laws and regulations.
Our actual or perceived failure to comply with such obligations could lead to government regulatory investigations or enforcement actions (that could include fines and penalties), a disruption of our business or commercialization of our products, private litigation (including class claims) and mass arbitration demands, harm to our reputation, loss of revenue or profits, and other adverse effects on our business or prospects” for additional information about the privacy and security laws and regulations to which we may become subject and about the risks to our business associated with such laws and regulations.
In November 2023, we purchased a new building in Wuxi, China and relocated substantially all of our Wuxi operations to the new facility in January 2024. The new Wuxi manufacturing facility maintains ISO 13485 certification and manufactures our Cytek Aurora, Northern Lights, Guava and Athena instruments, certain reagents and spare parts.
In November 2023, we purchased a new building in Wuxi, China and relocated substantially all of our Wuxi operations to the new facility in January 2024. The new Wuxi manufacturing facility maintains ISO 13485 certification and manufactures our Cytek Aurora, Cytek Aurora Evo, Northern Lights, Aurora CS, Guava and Athena instruments, certain reagents and spare parts.
The information contained on the websites referenced in this Annual Report on Form 10-K is not incorporated by reference into this filing. Further, our references to website URLs are intended to be inactive textual references only. 20 Table of Contents
The information contained on the websites referenced in this Annual Report on Form 10-K is not incorporated by reference into this filing. Further, our references to website URLs are intended to be inactive textual references only. 21 Table of Contents
Unlike other high-capacity sorters, we believe the Aurora CS system is the only cell sorter that can accommodate the same number of parameters with the same sensitivity as the Cytek Aurora system and isolate living cell populations of 7 Table of Contents interest using the same panel and without having to alter the optical configuration, while also being able to sort panels designed for conventional analyzers.
Unlike other high-capacity sorters, we believe the Aurora CS system is the only cell sorter that can accommodate the same number of parameters with the same sensitivity as the Cytek Aurora system and isolate living cell populations of interest using the same panel and without having to alter the optical configuration, while also being able to sort panels designed for conventional analyzers.
Class I includes devices with the lowest risk to the patient and are those for which safety and effectiveness can be assured by adherence to the FDA’s General Controls for medical devices, which include compliance with the applicable portions of the Quality System Regulation (“QSR”), facility registration and product listing, reporting of adverse medical events, and truthful and non-misleading labeling, advertising, and promotional materials.
Class I includes devices with the lowest risk to the patient and are those for which safety and effectiveness can be assured by adherence to the FDA’s General Controls for medical devices, which include compliance with the applicable portions of the Quality Management System Regulation (“QMSR”), facility registration and product listing, reporting of adverse medical events, and truthful and non-misleading labeling, advertising, and promotional materials.
Amnis instruments and applications are important tools in the investigation of cell morphology, intracellular translocation and cell-cell interaction in a variety of research areas, including immunology, neurobiology, stem cell research and cell biology. The addition of Guava flow cytometers expands our core instrument offerings, adding cost-effective, entry-level and personal instrument options with microcapillary-based fluidics for cell analysis.
Amnis instruments and applications are important tools in the investigation of cell morphology, intracellular translocation and cell-cell interaction in a variety of research areas, including immunology, neurobiology, stem cell research and cell biology. Guava flow cytometers expand our core instrument offerings, adding cost-effective, entry-level and personal instrument options with microcapillary-based fluidics for cell analysis.
The systems offer preset settings for ease of use, but also allow researchers to customize and fine-tune the systems for their unique experimental requirements. Both systems allow acquisition from standard 96-well plates, enabling automated sample acquisition without user intervention. The ASL adds additional compatibility with 96 deep-well plates, 38 well plates and 40-tube racks.
The systems offer preset settings for ease of use, but also allow researchers to 8 Table of Contents customize and fine-tune the systems for their unique experimental requirements. Both systems allow acquisition from standard 96-well plates, enabling automated sample acquisition without user intervention. The ASL adds additional compatibility with 96 deep-well plates, 38 well plates and 40-tube racks.
We launched Cytek ® Cloud, a digital ecosystem that supports full spectrum flow cytometry research from panel design to data acquisition, seamlessly integrating with our SpectroFlo software. Cytek Cloud features three integrated online tools, Full Spectrum Viewer, Panel Builder and Experiment Builder, to streamline experiment workflow on our Cytek Aurora, Northern Lights and Aurora CS systems.
In November 2022, we launched Cytek ® Cloud, a digital ecosystem that supports full spectrum flow cytometry research from panel design to data acquisition, seamlessly integrating with our SpectroFlo software. Cytek Cloud features three integrated online tools, Full Spectrum Viewer, Panel Builder and Experiment Builder, to streamline experiment workflow on our Cytek Aurora, Northern Lights and Aurora CS systems.
Products that are intended for research use only and are properly labeled as RUO are exempt from compliance with the FDA requirements discussed above, including the approval or clearance and most QSR requirements.
Products that are intended for research use only and are properly labeled as RUO are exempt from compliance with the FDA requirements discussed above, including the approval or clearance and most QMSR requirements.
Competitors may assert that our products infringe their intellectual property rights as part of a business strategy to impede our successful entry into those markets and there has been substantial litigation regarding patent and 12 Table of Contents other intellectual property rights in the medical device and laboratory equipment industries.
Competitors may assert that our products infringe their intellectual property rights as part of a business strategy to impede our successful entry into those markets and there has been substantial litigation regarding patent and other intellectual property rights in the medical device and laboratory equipment industries.
Such reports and other information filed by us with the SEC are available free of charge on our website at www.investors.cytekbio.com when such reports are available on the SEC’s website. The SEC maintains an internet site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC at www.sec.gov.
Such reports and other information filed by us with the SEC are available free of 20 Table of Contents charge on our website at www.investors.cytekbio.com when such reports are available on the SEC’s website. The SEC maintains an internet site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC at www.sec.gov.
To the extent our intellectual property protection offers inadequate protection, or is found to be invalid, we are exposed to a greater risk of direct competition. If our intellectual property does not provide adequate protection against our competitors’ products, our competitive position could be adversely affected, as could our business.
To the extent our intellectual property protection offers inadequate protection, or is found to be invalid, we are exposed to a 12 Table of Contents greater risk of direct competition. If our intellectual property does not provide adequate protection against our competitors’ products, our competitive position could be adversely affected, as could our business.
If the FDA were to determine, based on the totality of circumstances, that our products labeled and marketed for RUO are intended for diagnostic purposes, they would be considered medical products that will require clearance or approval prior to commercialization.
If the FDA were to determine, based on the totality of circumstances, that our 16 Table of Contents products labeled and marketed for RUO are intended for diagnostic purposes, they would be considered medical products that will require clearance or approval prior to commercialization.
The federal government is using the False Claims Act, and the accompanying threat of significant liability, in its investigation and prosecution of life sciences companies throughout the country, for example, in connection with the promotion of products for unapproved uses and other sales and marketing practices.
The federal government is using the False Claims 18 Table of Contents Act, and the accompanying threat of significant liability, in its investigation and prosecution of life sciences companies throughout the country, for example, in connection with the promotion of products for unapproved uses and other sales and marketing practices.
Food and Drug Administration Regulation After a medical device is placed on the market, numerous FDA regulatory requirements apply, including, but not limited to the following: • the QSR, which requires manufacturers to follow design, testing, control, documentation and other quality assurance procedures during the manufacturing process; 16 Table of Contents • establishment registration, which requires establishments involved in the production and distribution of medical devices, intended for commercial distribution in the United States, to register with the FDA; • medical device listing, which requires manufacturers to list the devices they have in commercial distribution with the FDA; • clearance or approval of product modifications to 510(k)-cleared devices that could significantly affect safety or effectiveness or that would constitute a major change in intended use of one of our cleared devices; • medical device reporting regulations, which require that a manufacturer report to the FDA if a device it markets may have caused or contributed to a death or serious injury, or has malfunctioned and the device or a similar device that it markets would be likely to cause or contribute to a death or serious injury, if the malfunction were to recur; • correction, removal and recall reporting regulations, which require that manufacturers report to the FDA field corrections and product recalls or removals if undertaken to reduce a risk to health posed by the device or to remedy a violation of the FDCA that may present a risk to health; • complying with the new federal law and regulations requiring Unique Device Identifiers (UDI) on devices and also requiring the submission of certain information about each device to the FDA’s Global Unique Device Identification Database; • the FDA’s recall authority, whereby the agency can order device manufacturers to recall from the market a product that is in violation of governing laws and regulations; • labeling regulations, which prohibit “misbranded” devices from entering the market, as well as prohibit the promotion of products for unapproved or “off-label” uses and impose other restrictions on labeling; and • post-market surveillance including Medical Device Reporting, which requires manufacturers report to the FDA if their device may have caused or contributed to a death or serious injury, or malfunctioned in a way that would likely cause or contribute to a death or serious injury if it were to recur.
Food and Drug Administration Regulation After a medical device is placed on the market, numerous FDA regulatory requirements apply, including, but not limited to the following: • the QMSR, which requires manufacturers to follow design, testing, control, documentation and other quality assurance procedures during the manufacturing process; • establishment registration, which requires establishments involved in the production and distribution of medical devices, intended for commercial distribution in the United States, to register with the FDA; • medical device listing, which requires manufacturers to list the devices they have in commercial distribution with the FDA; • clearance or approval of product modifications to 510(k)-cleared devices that could significantly affect safety or effectiveness or that would constitute a major change in intended use of one of our cleared devices; • medical device reporting regulations, which require that a manufacturer report to the FDA if a device it markets may have caused or contributed to a death or serious injury, or has malfunctioned and the device or a similar device that it markets would be likely to cause or contribute to a death or serious injury, if the malfunction were to recur; • correction, removal and recall reporting regulations, which require that manufacturers report to the FDA field corrections and product recalls or removals if undertaken to reduce a risk to health posed by the device or to remedy a violation of the FDCA that may present a risk to health; • the requirement to place Unique Device Identifiers (UDI) on devices and also submit certain information about each device to the FDA’s Global Unique Device Identification Database; • the FDA’s recall authority, whereby the agency can order device manufacturers to recall from the market a product that is in violation of governing laws and regulations; • labeling regulations, which prohibit “misbranded” devices from entering the market, as well as prohibit the promotion of products for unapproved or “off-label” uses and impose other restrictions on labeling; and • post-market surveillance including Medical Device Reporting, which requires manufacturers report to the FDA if their device may have caused or contributed to a death or serious injury, or malfunctioned in a way that would likely cause or contribute to a death or serious injury if it were to recur.
Enhanced Small Particle (ESP) Detection Option In May 2024, we launched our Enhanced Small Particle (ESP) Detection Option for our Cytek Aurora and Northern Lights systems to identify and analyze a variety of small particles, including extracellular vesicles (“EVs”), small bacteria, viruses and viral particles and nanoparticles.
Enhanced Small Particle (ESP) Detection Option 7 Table of Contents In May 2024, we launched our Enhanced Small Particle (ESP) Detection Option for our Cytek Aurora and Northern Lights systems to identify and analyze a variety of small particles, including extracellular vesicles (“EVs”), small bacteria, viruses and viral particles and nanoparticles.
The global healthcare market requires advanced cell analysis technologies to research therapeutic and diagnostic solutions to address emerging and chronic infectious diseases, an aging population with a myriad of chronic diseases, and the need for more effective and targeted therapeutics.
The global healthcare market requires advanced cell analysis technologies to research 6 Table of Contents therapeutic and diagnostic solutions to address emerging and chronic infectious diseases, an aging population with a myriad of chronic diseases, and the need for more effective and targeted therapeutics.
Our instruments and reagents for clinical use are currently manufactured only by our Wuxi operations. Certain instruments manufactured in our Wuxi facility are delivered to our Fremont facility for final assembly and testing. We established the manufacturing facility in Wuxi, China to take advantage of the skilled workforce, supplier and partner network, lower operating costs and available government support.
Our instruments and reagents for clinical use are currently manufactured only by our Wuxi operations. Certain instruments manufactured in our Wuxi facility are delivered to our Singapore facility for secondary assembly and testing. We established the manufacturing facility in Wuxi, China to take advantage of the skilled workforce, supplier and partner network, lower operating costs and available government support.
Assuming all maintenance fees are paid, the U.S. issued patents are expected to naturally expire between years 2025 and 2038. Patents covering intellectual property relating to design specific technologies invented by our researchers in Shanghai and Wuxi, China are filed in China and owned by our China subsidiaries, respectively.
Assuming all maintenance fees are paid, the U.S. issued patents are expected to naturally expire between years 2026 and 2041. Patents covering intellectual property relating to design specific technologies invented by our researchers in Shanghai and Wuxi, China are filed in China and owned by our China subsidiaries, respectively.
Machine learning modules add the power of computer learning and the ability to create 9 Table of Contents experiment-specific super features tailored to maximize separation of critical populations using the thousands of features in an IDEAS analysis.
Machine learning modules add the power of computer learning and the ability to create experiment-specific super features tailored to maximize separation of critical populations using the thousands of features in an IDEAS analysis.
We commenced manufacturing operations in Fremont, California in 2015. We relocated our Fremont headquarters and manufacturing facility in October 2021 to provide us with expansion capability to support our growth. Our Fremont facility maintains ISO 9001 and ISO 13485 certifications and manufactures our Cytek Aurora and Aurora CS systems, as well as spare parts.
We commenced manufacturing operations in Fremont, California in 2015. We relocated our Fremont headquarters and manufacturing facility in October 2021 to provide us with expansion capability to support our growth. Our Fremont facility maintains ISO 13485 certification and manufactures our Cytek Aurora, Cytek Aurora Evo and Aurora CS systems, as well as spare parts.
In addition, in many countries outside of North America, sales to academic or governmental 10 Table of Contents institutions require participation in a tender process involving preparation of extensive documentation and a lengthy review process.
In addition, in many countries outside of North America, sales to academic or governmental institutions require participation in a tender process involving preparation of extensive documentation and a lengthy review process.
FSP technology is highly complementary to single-cell genomics applications utilizing NGS as it can be used earlier in workflows to rapidly phenotype and isolate living cell 6 Table of Contents populations to the single-cell level with highly multiplexed proteomic data.
FSP technology is highly complementary to single-cell genomics applications utilizing NGS as it can be used earlier in workflows to rapidly phenotype and isolate living cell populations to the single-cell level with highly multiplexed proteomic data.
If the FDA agrees that the device is substantially equivalent to a predicate device currently on the market, it will grant 510(k) clearance to commercially market the device. If the FDA determines that the device is “not substantially equivalent” to a previously cleared device, the device is automatically designated as a Class III device.
If the FDA agrees that the device is substantially equivalent to a predicate device currently on the market, it will grant 510(k) clearance to commercially market the device. If the FDA determines that the device is “not substantially 15 Table of Contents equivalent” to a previously cleared device, the device is automatically designated as a Class III device.
As of December 31, 2024, our Shanghai subsidiary owns 12 issued utility patents and eight issued invention patents and has two pending invention patent applications, and our Wuxi subsidiary owns 42 issued patents and has five pending invention patent applications.
As of December 31, 2025, our Shanghai subsidiary owns 12 issued utility patents and eight issued invention patents and has two pending invention patent applications, and our Wuxi subsidiary owns 42 issued utility patents and one issued invention patent and has five pending utility patent applications and eight pending invention patent applications.
The SpectroFlo CS software enables the acquisition and analysis of cell populations with the same high-level resolution provided by our Cytek Aurora system, with the added ability to sort live cells of interest. The SpectroPrep software is wizard-based and guides users to automate their cocktail preparation.
The SpectroFlo CS software enables the acquisition and analysis of cell populations with the same high-level resolution provided by our Cytek Aurora, Northern Lights and Cytek Aurora Evo systems, with the added ability to sort live cells of interest. The SpectroPrep software is wizard-based and guides users to automate their cocktail preparation.
Additionally, our Cytek Aurora cell sorter (“Aurora CS system”) leverages our FSP technology to further broaden our potential applications across cell analysis by enabling the same number of parameters with the same sensitivity as the Cytek Aurora cell analyzer system.
Additionally, our Cytek Aurora cell sorter (“Aurora CS system”) leverages our FSP technology to further broaden our potential applications across cell analysis by enabling the same number of parameters with the same sensitivity as the Cytek Aurora and Cytek Aurora Evo cell analyzer systems.
We also own a number of issued patents related to the Amnis and Guava families of flow cytometer products from the FCI Acquisition. We generally seek patent protection in the United States, Japan, China, the United Kingdom and selected countries of the European Union, such as France and Germany.
We also own a number of issued patents related to the Amnis and Guava families of flow cytometer products acquired in a February 2023 acquisition. We generally seek patent protection in the United States, Japan, China, the United Kingdom and selected countries of the European Union, such as France and Germany.
These efforts drive continued innovation across our proprietary reagents, software and services offerings, in addition to new instrumentation releases, such as the Aurora CS system, the Cytek Orion™ reagent cocktail preparation system and the Enhanced Small Particle™ (ESP™) detection option for our Cytek Aurora, Northern Lights and Aurora CS systems . • Invest in integrated workflow solutions to drive pull-through from our consumables and services.
These efforts drive continued innovation across our proprietary reagents, software and services offerings, in addition to new instrumentation releases, such as the Cytek Aurora Evo system, the Muse Micro system and the Enhanced Small Particle™ (ESP™) detection option for our Cytek Aurora, Northern Lights and Aurora CS systems . • Invest in integrated workflow solutions to drive pull-through from our consumables and services.
Accordingly, we are, and may in the future become, subject to numerous data privacy and security obligations, including federal, state, local, and foreign laws, regulations, guidance, and industry standards related to data privacy, security, and protection.
Accordingly, we are, and may increasingly become, subject to numerous data privacy and security obligations, including federal, state, local, and foreign laws, regulations, guidance, and industry standards related to data privacy, security, and protection.
As of December 31, 2024, our multidisciplinary group of over 648 employees includes employees with expertise across optics, electronics, fluidics, computer sciences, chemistry, biology, and medical sciences.
As of December 31, 2025, our multidisciplinary group of over 700 employees includes employees with expertise across optics, electronics, fluidics, computer sciences, chemistry, biology, and medical sciences.
GOVERNMENT REGULATION AND PRODUCT APPROVAL FDA Regulation of Medical Devices The FDA and other U.S. and foreign governmental agencies regulate, among other things, with respect to medical devices: • design, development and manufacturing; • testing, labeling, content and language of instructions for use and storage; • clinical trials; • product safety; • marketing, sales and distribution; • pre-market clearance and approval; • record keeping procedures; • advertising and promotion; • recalls and field safety corrective actions; • post-market surveillance, including reporting of deaths or serious injuries and malfunctions that, if they were to recur, could lead to death or serious injury; • post-market approval studies; and • product import and export. 14 Table of Contents In the United States, numerous laws and regulations govern all the processes by which medical devices are brought to market and marketed.
GOVERNMENT REGULATION AND PRODUCT APPROVAL FDA Regulation of Medical Devices The FDA and other U.S. and foreign governmental agencies regulate, among other things, with respect to medical devices: 14 Table of Contents • design, development and manufacturing; • testing, labeling, content and language of instructions for use and storage; • clinical trials; • product safety; • marketing, sales and distribution; • pre-market clearance and approval; • record keeping procedures; • advertising and promotion; • recalls and field safety corrective actions; • post-market surveillance, including reporting of deaths or serious injuries and malfunctions that, if they were to recur, could lead to death or serious injury; • post-market approval studies; and • product import and export.
Since our first U.S. commercial launch in mid-2017 through December 31, 2024, we have sold and deployed our instruments to customers around the world, including pharmaceutical companies, biopharma companies, academic research centers, and clinical research organizations (“CROs”).
Since our first U.S. commercial launch in mid-2017, we have sold and deployed our instruments to customers around the world, including pharmaceutical companies, biopharma companies, academic research centers, and contract research organizations (“CROs”).
We have 70 pending utility patent applications, including 45 utility patent applications in the United States, three international utility patent applications, nine utility patent applications in the European Union, nine utility patent applications in China, and four utility patent applications in Japan.
We have 70 pending utility patent applications, including 47 utility patent applications in the United States, three international utility patent applications, eight utility patent applications in the European Union, eight utility patent applications in China, and four utility patent applications in Japan.
Further, there has been a meaningful increase in the number of publications generated to showcase our technology, with more than 2,300 peer-reviewed articles published since our first commercial launch in 2017, including many prominent journals, across a wide range of applications including oncology, infectious diseases, immunology, immunotherapy and immuno-oncology.
Further, there has been a meaningful number of publications generated to showcase our technology, with more than 3,500 peer-reviewed articles published relating to our FSP products since our first commercial launch in 2017, including many prominent journals, across a wide range of applications including oncology, infectious diseases, immunology, immunotherapy and immuno-oncology.
The optics and electronics designs, combined with flat-top beam profiles and a unique vacuum fluidics system, translate to outstanding performance from low to high sample flow rate, analyzing up to 35,000 events per second with certain configurations.
The optics and electronics designs, combined with flat-top beam profiles and a unique vacuum fluidics system, translate to outstanding performance from low to high sample flow rate, analyzing up to 65,000 events per second with the Cytek Aurora Evo system.
Our cash and cash equivalents, restricted cash and short term investments were $277.9 million, $262.7 million and $344.05 million on December 31, 2024, 2023 and 2022, respectively. Our Strategy Our strategy includes the following core elements: • Accelerate adoption of our solutions.
Our cash and cash equivalents, restricted cash and short-term investments were $261.5 million, $277.9 million and $262.7 million on December 31, 2025, 2024 and 2023, respectively. 5 Table of Contents Our Strategy Our strategy includes the following core elements: • Accelerate adoption of our solutions.
European Union The IVDR, among other things, is intended to establish a uniform, transparent, predictable and sustainable regulatory framework across the EEA for in vitro diagnostic medical devices and ensure a high level of safety and effectiveness while supporting innovation. 17 Table of Contents The IVDR among other things: • strengthens the rules on placing devices on the market and reinforce surveillance once they are available; • establishes explicit provisions on manufacturers’ responsibilities for the follow-up of the quality, performance and safety of devices placed on the market; • improves the traceability of in vitro diagnostic medical devices throughout the supply chain to the end user or patient through a unique identification number; • sets up a central database to provide patients, healthcare professionals and the public with comprehensive information on products available in the EU; and • strengthens rules for the assessment of certain high-risk devices, such as implants, which may have to undergo an additional check by experts before they are placed on the market.
The IVDR among other things: • strengthens the rules on placing devices on the market and reinforce surveillance once they are available; • establishes explicit provisions on manufacturers’ responsibilities for the follow-up of the quality, performance and safety of devices placed on the market; • improves the traceability of in vitro diagnostic medical devices throughout the supply chain to the end user or patient through a unique identification number; • sets up a central database to provide patients, healthcare professionals and the public with comprehensive information on products available in the EU; and • strengthens rules for the assessment of certain high-risk devices, such as implants, which may have to undergo an additional check by experts before they are placed on the market.
Our San Diego facility, which was assumed in connection with the Tonbo Acquisition to manufacture our reagent products, was awarded ISO 13485 certification in August 2024. Our Seattle, Washington facility was assumed in connection with the FCI Acquisition and manufactures our Amnis instruments and spare parts. Our Wuxi manufacturing facility commenced operations in 2017.
Our San Diego facility, which was assumed in connection with the Tonbo Acquisition to manufacture our reagent products, was awarded ISO 13485 certification in August 2024. Our Seattle, Washington facility was assumed in connection with an acquisition in February 2023 and manufactured our Amnis instruments and spare parts until December 31, 2025. Our Wuxi manufacturing facility commenced operations in 2017.
HUMAN CAPITAL RESOURCES We are focused on developing innovative products to meet unmet market needs and maintaining a diverse and inclusive work environment where employees are respected and encouraged to share their unique perspectives and ideas.
HUMAN CAPITAL RESOURCES We are focused on developing innovative products to meet unmet market needs and maintaining a diverse and inclusive work environment where employees are respected and encouraged to share their unique perspectives and ideas. As of December 31, 2025, we had 702 full-time employees.
Failure to comply with applicable regulatory requirements may result in enforcement action by the FDA, which may include one or more of the following sanctions: • untitled letters or warning letters; • customer notifications for repair, replacement or refunds; • fines, injunctions, consent decrees and civil penalties; • mandatory recall or seizure of our products; • administrative detention or banning of our products; • operating restrictions, partial suspension or total shutdown of production; • refusing our request for 510(k) clearance or PMA of new product versions; • revocation of 510(k) clearance or PMAs previously granted; and • criminal prosecution and penalties.
Failure to comply with applicable regulatory requirements may result in enforcement action by the FDA, which may include one or more of the following sanctions: • untitled letters or warning letters; • customer notifications for repair, replacement or refunds; • fines, injunctions, consent decrees and civil penalties; • mandatory recall or seizure of our products; • administrative detention or banning of our products; • operating restrictions, partial suspension or total shutdown of production; • refusing our request for 510(k) clearance or PMA of new product versions; • revocation of 510(k) clearance or PMAs previously granted; and • criminal prosecution and penalties. 17 Table of Contents Foreign Government Regulation The regulatory review process for medical devices varies from country to country, and many countries also impose product standards, packaging requirements, environmental requirements, labeling requirements and import restrictions on devices.
(“Coherent”) pursuant to which Coherent agreed to sell and supply to us, on a non-exclusive basis, laser products manufactured by Coherent. We provide Coherent with rolling forecasts of our anticipated orders, which are non-binding. We do not have a minimum purchase obligation pursuant to the Coherent Agreement.
Pursuant to the Coherent Agreement, Coherent has agreed to sell and supply to us, Cytek Wuxi, and Cytek Singapore, on a non-exclusive basis, laser products manufactured by Coherent. We, Cytek Wuxi, and Cytek Singapore provide Coherent with rolling forecasts of our anticipated orders, which are non-binding.
Failure to comply with applicable foreign regulatory requirements may subject a company to fines, suspension or withdrawal of regulatory approvals, product recalls, seizure of products, operating restrictions, criminal prosecution or other consequences.
Each country has its own tariff regulations, duties, and tax requirements. Failure to comply with applicable foreign regulatory requirements may subject a company to fines, suspension or withdrawal of regulatory approvals, product recalls, seizure of products, operating restrictions, criminal prosecution or other consequences.
We believe this new technology will enable users to gain a deeper level of cell classification, take advantage of key trends and scientific expansion, and allow for greater clinical research applications, such as with MRD, cell analysis and disease discovery.
The Aurora CS system is designed to enable users to gain a deeper level of cell classification, take advantage of key trends and scientific expansion, and allow for greater clinical research applications, such as with MRD, cell analysis and disease discovery.
For more information regarding the risks related to our intellectual property, please see “Risk Factors—Risks Related to Our Intellectual Property.” Including rights acquired in connection with the FCI Acquisition, as of December 31, 2024, we own 35 issued U.S. utility patents, ten issued Japan utility patents, seven issued European utility patents, three issued China utility patents, one Canada utility patent, one India utility patent, two Australian utility patents, and three Singapore utility patents.
For more information regarding the risks related to our intellectual property, please see “Risk Factors—Risks Related to Our Intellectual Property.” As of December 31, 2025, we own 34 issued U.S. utility patents, 11 issued Japan utility patents, six issued European utility patents, six issued China utility patents, one Canada utility patent, one India utility patent, two Australian utility patents, and three Singapore utility patents.
Cytek Aurora and Northern Lights Systems Our Cytek Aurora and Northern Lights systems were commercially launched in June 2017 and October 2018, respectively. Both instruments are highly flexible, intuitive, and ultra-sensitive full spectrum flow cytometers, utilizing state-of-the-art optics and low-noise electronics to provide excellent sensitivity and resolution, allowing researchers to resolve rare cell populations that were previously challenging to resolve.
The instruments are highly flexible, intuitive, and ultra-sensitive full spectrum flow cytometers, utilizing state-of-the-art optics and low-noise electronics to provide excellent sensitivity and resolution, allowing researchers to resolve rare cell populations that were previously challenging to resolve.
These include the U.S. Federal Food, Drug and Cosmetic Act (“FDCA”) and the FDA’s implementing regulations, among others. FDA Pre-market Clearance and Approval Requirements Each medical device we seek to commercially distribute in the United States must first receive 510(k) clearance, de novo classification, or approval of a pre-market approval (“PMA”) application, from the FDA, unless specifically exempted.
FDA Pre-market Clearance and Approval Requirements Each medical device we seek to commercially distribute in the United States must first receive 510(k) clearance, de novo classification, or approval of a pre-market approval (“PMA”) application, from the FDA, unless specifically exempted.
Both systems have three throughput modes (high-throughput, default, low carryover) to meet changing customer priorities. 8 Table of Contents Reagents and Kits We launched our cFluor ® reagent products to provide additional options for researchers and clinical laboratories when choosing which biomarkers to run together in a panel, particularly since our Cytek Aurora, Northern Lights and Aurora CS systems allow for more fluorochromes to be run together than was previously commercially available.
Reagents and Kits We launched our cFluor ® reagent products to provide additional options for researchers and clinical laboratories when choosing which biomarkers to run together in a panel, particularly since our Cytek Aurora, Cytek Aurora Evo, Northern Lights and Aurora CS systems allow for more fluorochromes to be run together than was previously commercially available.
Additionally, our optical design and unmixing algorithm make the instrument amenable to a wide array of applications and fluorochrome options, all without needing to reconfigure the instrument hardware as would otherwise be required on a conventional flow cytometer.
Additionally, our optical design and unmixing algorithm make the instrument amenable to a wide array of applications and fluorochrome options, all without needing to reconfigure the instrument hardware as would otherwise be required on a conventional flow cytometer. All instruments are upgradeable based on the desired number of lasers, which drives greater or less access to biomarkers.
For Guava Muse and easyCyte systems, we utilize InCyte™ software that has an intuitive, easy-to-use interface that enables users to focus on data at the sample or experimental level. The software simplifies setup and analysis of plots, and automated compensation makes it easy to perform complex, multi-color assays.
For Guava Muse and easyCyte systems, we utilize InCyte software that has an intuitive, easy-to-use interface that enables users to focus on data at the sample or experimental level. The software works with standard assay kits available from Cytek to streamline setup, compensation and data analysis and simplify complex, multi-color assays.
SALES AND MARKETING We distribute our products through our direct sales force and support organizations located in North America, Europe, China and several other countries in the Asia-Pacific region, and through distributors or sales agents in several countries in Europe, Latin America, the Middle East and the Asia-Pacific region.
The automated monthly clean bleach cycle minimizes downtime, streamlines maintenance and encourages compliance. 10 Table of Contents SALES AND MARKETING We distribute our products through our direct sales force and support organizations located in North America, Europe, China and several other countries in the Asia-Pacific region, and through distributors or sales agents in several countries in Europe, Latin America, the Middle East and the Asia-Pacific region.
Software Our proprietary SpectroFlo software is integrated into our systems and is unique in that it offers intuitive workflows for handling full spectrum flow cytometry data, from quality control to data analysis. The software was developed specifically for our Cytek Aurora and Northern Lights systems to streamline instrument setup, automated quality control, data analysis, and data management.
Software Our proprietary SpectroFlo software is integrated into our systems and is unique in that it offers intuitive workflows for handling full spectrum flow cytometry data, from quality control to data acquisition and analysis.
With the ability to concoct cocktails comprising of up to 60 individual antibodies, hands-on time is saved, allowing for increased efficiency and accuracy in the lab.
Cytek Orion Reagent Cocktail Preparation System The Cytek Orion reagent cocktail preparation system enables researchers to fully automate the preparation of antibody cocktails for flow cytometry. With the ability to concoct cocktails comprising of up to 60 individual antibodies, hands-on time is saved, allowing for increased efficiency and accuracy in the lab.
DxP Athena™ System Our DxP Athena conventional flow cytometry system commercially launched in 2016 and is currently available for sale only in China. It is certified for clinical use by China NMPA. The DxP Athena system incorporates technology with efficient photomultiplier tubes to enable high sensitivity and high resolution and our proprietary QbSure software to ensure optimal daily instrument performance.
It is certified for clinical use by China NMPA. The DxP Athena system incorporates technology with efficient photomultiplier tubes to enable high sensitivity and high resolution and our proprietary QbSure software to ensure optimal daily instrument performance. The system is available in multiple configurations with one to three lasers and up to 13 fluorescence detection channels.
For ImageStream systems, our IDEAS ® software packages with machine learning and Amnis AI software combine image analysis, statistical rigor, and visual confirmation in an easy to use software suite that works seamlessly with data sets generated on the ImageStream system.
The software allows for easy integration for 21 CFR Part 11 environments as well as direct integration with robotic arm and liquid handlers through the GuavaLink™ programs. 9 Table of Contents For ImageStream systems, our IDEAS ® software packages with machine learning and Amnis AI software combine image analysis, statistical rigor, and visual confirmation in an easy-to-use software suite that works seamlessly with data sets generated on the ImageStream system.
Compensation Philosophy We strive to provide comprehensive compensation, including cash, equity, benefits and services that attract, motivate and retain exceptional employees. Compensation is driven by local market conditions, internal equity and employee performance.
For our talent pipeline development, we work closely with individual business functions to provide training and hands-on support for managers and leaders. Compensation Philosophy We strive to provide comprehensive compensation, including cash, equity, benefits and services that attract, motivate and retain exceptional employees. Compensation is driven by local market conditions, internal equity and employee performance.
We have received incentive grants from the local Wuxi government for research, development, and manufacturing. We believe that having multiple sources for our core products would help mitigate the potential impact of a production disruption at any one of our facilities to ensure a reliable and stable supply chain and product availability for our customers.
We believe that having multiple locations capable of manufacturing for our core products would help mitigate the potential impact of a production disruption at any one of our facilities and/or any major changes in the macro trade environment to ensure a reliable, resilient and stable supply chain and product availability for our customers.
Foreign Corrupt Practices Act The U.S. Foreign Corrupt Practices Act (“FCPA”), prohibits U.S. corporations and their representatives from directly or indirectly offering, promising, authorizing or making corrupt payments, gifts or transfers to any foreign government official, government staff member, political party or political candidate in an attempt to obtain or retain business.
Foreign Corrupt Practices Act (“FCPA”) prohibits U.S. individuals, corporations and their directors, officers, and agents and representatives operating on their behalf from directly or indirectly offering, promising, authorizing, making or providing corrupt payments, gifts, or anything of value to any foreign government official, government staff member, political party or political candidate for the purpose of improperly influencing any act or decision of a foreign government entity to obtain, retain, or direct business.
Our revenue for fiscal years 2024, 2023 and 2022 was $200.5 million, $193.0 million, and $164.0 million, respectively. We generated net losses of $6.0 million and $12.1 for fiscal years 2024 and 2023, respectively, and net income of $2.5 million for fiscal year 2022.
We generated net losses of $66.5 million, $6.0 million, and $12.1 million for fiscal years 2025, 2024 and 2023, respectively.
Several states within the United States have enacted or proposed data privacy laws. Additionally, we are, or may become, subject to various U.S. federal and state consumer protection laws which require us to publish statements that accurately and fairly describe how we handle personal data and choices individuals may have about the way we handle their personal data.
Additionally, we are, or may become, subject to various U.S. federal and state consumer protection laws which require us to publish statements that accurately and fairly describe how we handle personal data and choices individuals may have about the way we handle their personal data. 19 Table of Contents Numerous U.S. states have enacted comprehensive privacy laws that impose certain obligations on covered businesses, including providing specific disclosures in privacy notices and affording residents with certain rights concerning their personal data.
We believe that our ability to provide employees with a dynamic environment and professional growth opportunities drives a culture embedded in our values. Business Ethics We are committed to conducting our business activities with employees, consultants, vendors, customers, communities and stockholders with integrity and fairness and in accordance with the highest ethical standards.
Business Ethics We are committed to conducting our business activities with employees, consultants, vendors, customers, communities and stockholders with integrity and fairness and in accordance with the highest ethical standards. We believe that our conduct has a direct impact on our reputation, our brand and our stakeholders.
We can provide insights to clinicians to facilitate personalized medicine for patients, as well as facilitate biopharma’s research and development efforts to develop the next-generation of targeted therapies.
We can provide insights to clinicians to facilitate personalized medicine for patients, as well as facilitate biopharma’s research and development efforts to develop the next-generation of targeted therapies. Our Northern Lights-CLC (NL-CLC ™ ) system has been registered or approved for clinical use in the European Union and China.
The civil monetary penalties statute imposes penalties against any person or entity that, among other things, is determined to have presented or caused to be presented a claim to a federal health program that the person knows or should know is for an item or service that was not provided as claimed or is false or fraudulent. 18 Table of Contents The majority of states also have anti-kickback laws which establish similar prohibitions and, in some cases, may apply to items or services reimbursed by any third-party payor, including commercial insurers.
The civil monetary penalties statute imposes penalties against any person or entity that, among other things, is determined to have presented or caused to be presented a claim to a federal health program that the person knows or should know is for an item or service that was not provided as claimed or is false or fraudulent.
For example, we utilize both instructor-led training and online learning to deliver proprietary, targeted training courses designed to position our commercial organization as the leading cell analysis solutions provider. For our talent pipeline development, we work closely with individual business functions to provide training and hands-on support for managers and leaders.
To further engage and incentivize our workforce, we offer programs and avenues for support, motivation and professional development. For example, we utilize both instructor-led training and online learning to deliver proprietary, targeted training courses designed to position our commercial organization as the leading cell analysis solutions provider.
Within the life sciences technology market, flow cytometry technologies currently provide solutions, including cell proliferation, cell counting, cell identification, cell quality control and single-cell applications, largely within the global cell analysis market.
We plan to pursue regulatory approvals for clinical use of certain of our products in the United States. Our Market Opportunity and Industry Background Our market opportunity. Within the life sciences technology market, flow cytometry technologies currently provide solutions, including cell proliferation, cell counting, cell identification, cell quality control and single-cell applications, largely within the global cell analysis market.
We are committed to our employees and to the communities we serve worldwide. It is our philosophy to foster open communication and our employees are encouraged to provide input on ways to improve our business strategy and tactics, work environment and organization.
It is our philosophy to foster open communication and our employees are encouraged to provide input on ways to improve our business strategy and tactics, work environment and organization. We believe that our ability to provide employees with a dynamic environment and professional growth opportunities drives a culture embedded in our values.
We also issued 2,087,545 shares of our common stock to BD during the year ended December 31, 2020 in connection with the BD settlement. Coherent NA, Inc. Supply Agreement On August 25, 2021, we and Cytek (Wuxi) Biosciences Co., Ltd, our Wuxi, China subsidiary, entered into a Supply Agreement (the “Coherent Agreement”) with Coherent NA, Inc.
We also issued 2,087,545 shares of our common stock to BD during the year ended December 31, 2020 in connection with the BD settlement. 13 Table of Contents Coherent NA, Inc.
We recently opened a manufacturing facility in Singapore, which will manufacture our Cytek Aurora, Northern Lights and Aurora CS instruments. We expect that our existing manufacturing capacity for instrumentation and reagents will be sufficient to meet our anticipated needs for at least the next several years.
We expect that our existing manufacturing capacity for instrumentation and reagents will be sufficient to meet our anticipated needs for at least the next several years. We rely on a limited number of suppliers for certain components and materials used in our systems.
Our target customers may also elect to develop their workflows on conventional flow cytometers or use traditional methods, rather than implementing our platform, or existing customers may decide to stop using our platform.
Our direct competitors include Agilent Technologies, Beckman Coulter (Danaher Corporation), Bio-Rad Laboratories, Standard BioTools, Miltenyi Biotec, Sony Biotechnology (Sony Corporation), Thermo Fisher Scientific and Waters Corporation. Our target customers may also elect to develop their workflows on conventional flow cytometers or use traditional methods, rather than implementing our platform, or existing customers may decide to stop using our platform.
While we are in the process of qualifying additional sources of supply, qualifications can take 12 to 24 months and, in some cases, longer. If we were to lose one or more of our sole or limited source suppliers, it would take significant time and effort to qualify alternative suppliers.
Key components in our products that are supplied by sole or limited source suppliers include certain lasers and semiconductors that are used in our optical and electrical subassemblies. While we are in the process of qualifying additional sources of supply, qualifications can take 12 to 24 months and, in some cases, longer.
With respect to many of our suppliers, we are neither a major customer, nor do we have long-term supply contracts. These suppliers may therefore give other customers’ needs higher priority than ours, and we may not be able to obtain adequate supply in a timely manner or on commercially reasonable terms.
These suppliers may therefore give other customers’ needs higher priority than ours, and we may not be able to obtain adequate supply in a timely manner or on commercially reasonable terms. 11 Table of Contents COMPETITION We face significant competition from within the cell analysis and life sciences tools market.
Our worldwide commercial team of 244 employees and our research and development team of 164 employees have significant expertise, industry experience and collaborative relationships with key opinion leaders (“KOLs”), industry leaders, innovators and potential customers. We have a long history of providing high-quality and efficient customer service and our product development efforts reflect our deep understanding of our customers’ needs.
Our worldwide commercial team of more than 270 employees and our research and development team of more than 150 employees have significant expertise, industry experience and collaborative relationships with key opinion leaders (“KOLs”), industry leaders, innovators and potential customers.
The acquired FCI Business includes conventional flow and image-based flow cytometry instrumentation and related products and services (the “FCI Products”), which provide insights into all facets of cellular phenotypes and morphology.
Flow Cytometry and Imaging (FCI) Business In addition to our FSP product portfolio, pursuant to an acquisition in February 2023, we offer conventional flow and image-based flow cytometry instrumentation and related products and services under the Amnis ® and Guava ® brands, which provide insights into all facets of cellular phenotypes and morphology.
One of our key differentiators is our customer-facing technical team, which collaborates closely with our customers to identify and find solutions for unmet needs across the market. We also collaborate closely with KOLs, generating relevant data and publications to demonstrate not only the feasibility, but also the quality of our approach.
We have a long history of providing high-quality and efficient customer service and our product development efforts reflect our deep understanding of our customers’ needs. One of our key differentiators is our customer-facing technical team, which collaborates closely with our customers to identify and find solutions for unmet needs across the market.
We plan to continue executing on our growth strategy by driving adoption of our solutions, inspiring innovation, investing in integrated workflow solutions, and driving application development and adoption in clinical markets. 5 Table of Contents We believe our financial results reflect the continued market demand for our product offerings and adoption of our FSP technology: our strong financial profile is differentiated by the combination of our scaled revenue base, revenue growth and cash balance.
We believe our financial results reflect the continued market demand for our product offerings and adoption of our FSP technology: our strong financial profile is differentiated by the combination of our scaled revenue base, revenue growth and cash balance. Our revenue for fiscal years 2025, 2024 and 2023 was $201.5 million, $200.5 million, and $193.0 million, respectively.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeAs a result, we may not be able to find replacements or immediately transition to alternative suppliers, which could have an adverse effect on our business, financial condition and results of operations. • Our results of operations will be harmed if we are unable to accurately forecast customer demand for our products and manage our inventory. • International operations and expansion of our international business exposes us to business, regulatory, political, operational, financial and economic risks associated with doing business outside of the United States. • We are subject to governmental export controls and sanctions programs that could impair our ability to compete in international markets due to licensing requirements and subject us to liability if we are not in compliance with applicable laws. • We have limited experience manufacturing our products, and if we are unable to manufacture our products in high-quality commercial quantities successfully and consistently to meet demand, our growth will be limited. • Our future success is dependent upon our ability to increase penetration in our existing markets and expand into adjacent markets. • Our business is dependent on adoption of our products by academic and government institutions, clinical research organizations (“CROs”), pharmaceutical companies and clinical laboratories for their research and development activities focused on cell analysis.
Biggest changeOur revenue has been primarily generated from sales of our core Cytek Aurora, Northern Lights, Cytek Aurora cell sorter (“Cytek Aurora CS”), and Cytek Aurora Evo systems, which require a substantial sales cycle and are prone to quarterly fluctuations in revenue. • We currently rely on single source suppliers and, in some cases, sole source suppliers, for certain components and materials used in our systems and may not be able to find replacements or immediately transition to alternative suppliers, which could have an adverse effect on our business, financial condition and results of operations. • Our results of operations will be harmed if we are unable to accurately forecast customer demand for our products and manage our inventory. • International operations and expansion of our international business expose us to business, regulatory, political, operational, financial and economic risks associated with doing business outside of the United States. • Tariffs or other government trade policies may materially adversely affect our business and results of operations, including by reducing demand for our products. • We are subject to governmental export controls and sanctions programs that could impair our ability to compete in international markets due to licensing requirements and subject us to liability if we are not in compliance with applicable laws. • We have limited experience manufacturing our products, and if we are unable to manufacture our products in high-quality commercial quantities successfully and consistently to meet demand, our growth will be limited. • Our future success is dependent upon our ability to increase penetration in our existing markets and expand into adjacent markets. • Our business is dependent on adoption of our products by academic and government institutions, contract research organizations (“CROs”), pharmaceutical companies and clinical laboratories for their research and development activities focused on cell analysis.
We plan to continue generating supporting publications and data, as well as pursue any required regulatory approvals for clinical use for our products in the United States.
We plan to continue generating supporting publications and data, as well as pursue any required regulatory approvals for clinical use for our products in the United States.
Although there are currently various mechanisms that can be used to transfer personal information from the EEA and UK to the United States in compliance with law, such as the EEA standard contractual clauses, the UK’s International Data Transfer Agreement / Addendum, and the EU-U.S.
Although there are currently various mechanisms that can be used to transfer personal information from the EEA and UK to the United States in compliance with law, such as the EU standard contractual clauses, the UK’s International Data Transfer Agreement / Addendum, and the EU-U.S.
In addition, there could be public announcements of the results of hearings, motions or other interim proceedings or developments, and if securities analysts or investors perceive these results to be negative, it could have a substantial negative impact on our common stock price.
In addition, there could be public announcements of the results of hearings, motions or other interim proceedings or developments, and if securities analysts or investors perceive these results to be negative, it could have a substantial negative impact on our common stock price.
In addition to the factors discussed in this “Risk Factors” section and elsewhere in this Annual Report on Form 10-K, these factors include: • the degree and rate of market adoption of our products; • variance in our financial performance from expectations of securities analysts or investors; • actual or anticipated fluctuations in our financial condition and results of operations, including as a result of anticipated or unanticipated demand based on seasonal factors; • changes in our projected operating and financial results; • actual or anticipated fluctuations in our operating results; • developments or disputes concerning our intellectual property or other proprietary rights; • significant lawsuits, including patent or stockholder litigation; • negative publicity associated with issues related to our products; • changes in senior management or key personnel; • future sales of our common stock or other securities, by us or our stockholders, as well as the anticipation of lock-up releases; • the trading volume of our common stock; • our ability to obtain and maintain regulatory approvals for our products; • changes in laws or regulations applicable to our products; • adverse developments concerning any of our third-party distribution partners and suppliers, including our single and sole-source suppliers; • announcements by us or our competitors of significant business developments, acquisitions, or new offerings; • our inability to engage additional distribution partners and establish collaborations, if needed; • performance or news releases by other companies in our industry including about adverse developments related to safety, effectiveness, accuracy and usability of their products, reputational concerns, regulatory compliance, and product recalls; • general economic, regulatory and market conditions, including economic recessions or slowdowns, the ongoing war in Ukraine, conflict in the Middle East and the general inflationary environment; and • other events or factors, many of which are beyond our control.
In addition to the factors discussed in this “Risk Factors” section and elsewhere in this Annual Report on Form 10-K, these factors include: • the degree and rate of market adoption of our products; • variance in our financial performance from expectations of securities analysts or investors; • actual or anticipated fluctuations in our financial condition and results of operations, including as a result of anticipated or unanticipated demand based on seasonal factors; • changes in our projected operating and financial results; • actual or anticipated fluctuations in our operating results; • developments or disputes concerning our intellectual property or other proprietary rights; • significant lawsuits, including patent or stockholder litigation; • negative publicity associated with issues related to our products; • changes in senior management or key personnel; • future sales of our common stock or other securities, by us or our stockholders, as well as the anticipation of lock-up releases; • the trading volume of our common stock; • our ability to obtain and maintain regulatory approvals for our products; • changes in laws or regulations applicable to our products; • adverse developments concerning any of our third-party distribution partners and suppliers, including our single and sole-source suppliers; • announcements by us or our competitors of significant business developments, acquisitions, or new offerings; • our inability to engage additional distribution partners and establish collaborations, if needed; • performance or news releases by other companies in our industry, including about adverse developments related to safety, effectiveness, accuracy and usability of their products, reputational concerns, regulatory compliance, and product recalls; • general economic, regulatory and market conditions, including economic recessions or slowdowns, the ongoing war in Ukraine, conflicts in the Middle East, and the general inflationary environment; and • other events or factors, many of which are beyond our control.
Doing business internationally involves a number of risks, including: • multiple, conflicting and changing laws and regulations such as privacy regulations, tax laws, export and import restrictions, tariffs, economic sanctions and embargoes, employment laws, regulatory requirements and other governmental approvals, permits and licenses; • failure by us or our distributors to obtain approvals to conduct our business in various countries; • differing intellectual property rights; • complexities and difficulties in obtaining intellectual property protection, enforcing our intellectual property and defending against third-party intellectual property claims; • difficulties in staffing and managing foreign operations; • logistics and regulations associated with shipping systems and parts and components for our products, as well as transportation delays; • travel restrictions that limit the ability of marketing, presales, sales, services and support teams to service customers; • financial risks, such as longer payment cycles, difficulty collecting accounts receivable, the impact of local and regional financial crises on demand and payment for our products and exposure to foreign currency exchange rate fluctuations; • international trade disputes that could result in tariffs and other protective measures; • natural disasters, political and economic instability, including wars, terrorism and political unrest such as the ongoing war in Ukraine, conflict in the Middle East, outbreak of disease, boycotts, curtailment of trade and other business restrictions; and • regulatory and compliance risks that relate to maintaining accurate information and control over sales and distributors’ activities that may fall within the purview of the U.S.
Doing business internationally involves a number of risks, including: • multiple, conflicting and changing laws and regulations such as privacy regulations, tax laws, export and import restrictions, tariffs, economic sanctions and embargoes, employment laws, regulatory requirements and other governmental approvals, permits and licenses; • failure by us or our distributors to obtain approvals to conduct our business in various countries; • differing intellectual property rights; • complexities and difficulties in obtaining intellectual property protection, enforcing our intellectual property and defending against third-party intellectual property claims; • difficulties in staffing and managing foreign operations; • logistics and regulations associated with shipping systems and parts and components for our products, as well as transportation delays; • travel restrictions that limit the ability of marketing, presales, sales, services and support teams to service customers; • financial risks, such as longer payment cycles, difficulty collecting accounts receivable, the impact of local and regional financial crises on demand and payment for our products and exposure to foreign currency exchange rate fluctuations; • international trade disputes that could result in tariffs and other protective measures; • natural disasters, political and economic instability, including wars, terrorism and political unrest such as the ongoing war in Ukraine, conflicts in the Middle East, outbreak of disease, boycotts, curtailment of trade and other business restrictions; and • regulatory and compliance risks that relate to maintaining accurate information and control over sales and distributors’ activities that may fall within the purview of the U.S.
Similar to the federal healthcare Anti-Kickback Statute, a person or entity does not need to have actual knowledge of the statute or specific intent to violate it to have committed a violation; • HIPAA, as amended by HITECH, and their implementing regulations, also impose obligations, including mandatory contractual terms, on covered entities subject to the rule, such as health plans, healthcare clearinghouses and certain healthcare providers, as well as their business associates that perform certain services for them or on their behalf involving the use or disclosure of individually identifiable health 47 Table of Contents information with respect to safeguarding the privacy, security and transmission of individually identifiable health information; • various state laws govern the privacy and security of personal information, including the CCPA, which became effective January 1, 2020, and gives California residents expanded rights to access and delete their personal information, opt out of certain personal information sharing and receive detailed information about how their personal information is used by requiring covered companies to provide new disclosures to California consumers (as that term is broadly defined) and provide such consumers new ways to opt-out of certain sales of personal information.
Similar to the federal 50 Table of Contents healthcare Anti-Kickback Statute, a person or entity does not need to have actual knowledge of the statute or specific intent to violate it to have committed a violation; • HIPAA, as amended by HITECH, and their implementing regulations, also impose obligations, including mandatory contractual terms, on covered entities subject to the rule, such as health plans, healthcare clearinghouses and certain healthcare providers, as well as their business associates that perform certain services for them or on their behalf involving the use or disclosure of individually identifiable health information with respect to safeguarding the privacy, security and transmission of individually identifiable health information; • various state laws govern the privacy and security of personal information, including the CCPA, which became effective January 1, 2020, and gives California residents expanded rights to access and delete their personal information, opt out of certain personal information sharing and receive detailed information about how their personal information is used by requiring covered companies to provide new disclosures to California consumers (as that term is broadly defined) and provide such consumers new ways to opt-out of certain sales of personal information.
These fluctuations may occur due to a variety of factors, many of which are outside of our control, including, but not limited to: • the level of demand for any of our products, which may vary significantly; • the timing and cost of, and level of investment in, research, development, manufacturing, regulatory approval and commercialization activities relating to our products, which may change from time to time; • the size, seasonality and customer mix of the cell analysis market; • sales and marketing efforts and expenses; • the rate at which we grow our sales force and the speed at which newly-hired salespeople become effective; 35 Table of Contents • changes in the productivity of our sales force; • the effectiveness of our distribution partners in selling our products; • positive or negative coverage in the media or publications of our products or competitive products; • the cost of manufacturing our products, which may vary depending on the quantity of production and the terms of our arrangements with our suppliers; • the degree of competition in our industry and any change in the competitive landscape of our industry, including the introduction of new products or enhancements or technologies by us or others in the cell analysis market and competition-related pricing pressures; • changes in governmental regulations or in the status of our regulatory approvals or applications; • future accounting pronouncements or changes in our accounting policies; • general economic conditions, both domestically and internationally, as well as economic conditions specifically affecting the industry in which we do business, including those related to widespread health crises; • future global financial crises and economic downturns, including those caused by widespread public health crises; • economic factors, including changes in inflation, interest rates, foreign currency rates, liquidity concerns at, and failures of, banks and other financial institutions and the potential effect of such factors on revenues and expenses; and • general market conditions and other factors, including factors unrelated to our operating performance or the operating performance of our competitors.
These fluctuations may occur due to a variety of factors, many of which are outside of our control, including, but not limited to: • the level of demand for any of our products, which may vary significantly; • the timing and cost of, and level of investment in, research, development, manufacturing, regulatory approval and commercialization activities relating to our products, which may change from time to time; • the size, seasonality and customer mix of the cell analysis market; • sales and marketing efforts and expenses; • the rate at which we grow our sales force and the speed at which newly hired salespeople become effective; • changes in the productivity of our sales force; • the effectiveness of our distribution partners in selling our products; • positive or negative coverage in the media or publications of our products or competitive products; • the cost of manufacturing our products, which may vary depending on the quantity of production and the terms of our arrangements with our suppliers; • the degree of competition in our industry and any change in the competitive landscape of our industry, including the introduction of new products or enhancements or technologies by us or others in the cell analysis market and competition-related pricing pressures; • changes in governmental regulations or in the status of our regulatory approvals or applications; • future accounting pronouncements or changes in our accounting policies; • general economic conditions, both domestically and internationally, as well as economic conditions specifically affecting the industry in which we do business, including those related to widespread health crises; • future global financial crises and economic downturns, including those caused by widespread public health crises; • economic factors, including changes in inflation, interest rates, foreign currency rates, liquidity concerns at, and failures of, banks and other financial institutions and the potential effect of such factors on revenues and expenses; and • general market conditions and other factors, including factors unrelated to our operating performance or the operating performance of our competitors.
In particular, plaintiffs have become increasingly more active in bringing privacy-related claims against companies, including class claims and mass arbitration demands. Some of these claims allow for the recovery of statutory damages on a per violation basis, and, if viable, carry the potential for monumental statutory damages, depending on the volume of data and the number of violations.
In particular, plaintiffs have become increasingly active in bringing privacy-related claims against companies, including class claims and mass arbitration demands. Some of these claims allow for the recovery of statutory damages on a per violation basis, and, if viable, carry the potential for monumental statutory damages, depending on the volume of data and the number of violations.
We and the third parties with whom we work are subject to a variety of evolving threats, including but not limited to social-engineering attacks (including through deep fakes, which may be increasingly more difficult to identify as fake, and phishing attacks), malicious code (such as viruses and worms), malware (including as a result of advanced persistent threat intrusions), denial-of-service attacks, credential stuffing, credential harvesting, personnel misconduct or error, ransomware attacks, supply-chain attacks, software bugs, server malfunctions, software or hardware failures, loss of data or other information technology assets, adware, telecommunications failures, attacks enhanced or facilitated by artificial intelligence, and other similar threats.
We and the third parties with whom we work are subject to a variety of evolving threats, including but not limited to social-engineering attacks (including through deep fakes, which may be increasingly more difficult to identify as fake, and phishing attacks), malicious code (such as viruses and worms), malware (including as a result of advanced persistent threat intrusions), denial-of-service attacks, credential stuffing, credential harvesting, personnel misconduct or error, ransomware attacks, supply-chain attacks, software bugs, server malfunctions, software or hardware failures, loss of data or other information technology assets, adware, telecommunications failures, attacks enhanced or facilitated by artificial intelligence ( “ AI ” ) , and other similar threats.
We expect that, for at least the foreseeable future, sales of our Cytek Aurora, Northern Lights and Aurora CS systems will continue to account for a substantial portion of our revenue. The sales cycle for our instruments is slow and can take up to six months or longer to complete.
We expect that, for at least the foreseeable future, sales of our Cytek Aurora, Northern Lights, Cytek Aurora CS, and Cytek Aurora Evo systems will continue to account for a substantial portion of our revenue. The sales cycle for our instruments is slow and can take up to six months or longer to complete.
Such threats are prevalent and continue to rise, are becoming increasingly difficult to detect, and come from a variety of sources, including traditional computer “hackers,” threat actors, “hacktivists,” organized criminal threat actors, personnel (such as through theft or misuse), sophisticated nation-states, and nation-state-supported actors.
Such threats are prevalent and continue to rise, are increasingly difficult to detect, and come from a variety of sources, including traditional computer “hackers,” threat actors, “hacktivists,” organized criminal threat actors, personnel (such as through theft or misuse), sophisticated nation-states, and nation-state-supported actors.
We have limited foreign intellectual property rights outside the United States, selected countries in the European Union, Japan and China and may not be able to protect our intellectual property and proprietary rights throughout the world, which could harm our business, financial condition and results of operations.
We have limited foreign intellectual property rights outside the United States, selected countries in the European Union, the UK, Japan, and China and may not be able to protect our intellectual property and proprietary rights throughout the world, which could harm our business, financial condition and results of operations.
In the course of our operations, we collect, receive, store, process, generate, use, transfer, disclose, make accessible, protect, secure, dispose of, transmit, and share sensitive, confidential, and proprietary information, including personal information, business data, trade secrets, intellectual property, and sensitive third-party data.
In the ordinary course of our operations, we collect, receive, store, process, generate, use, transfer, disclose, make accessible, protect, secure, dispose of, transmit, and share sensitive, confidential, and proprietary information, including personal information, business data, trade secrets, intellectual property, and sensitive third-party data.
We are highly dependent on a limited number of product offerings. Our revenue has been primarily generated from sales of our core Cytek Aurora, Northern Lights and Aurora CS systems, which require a substantial sales cycle and are prone to quarterly fluctuations in revenue.
We are highly dependent on a limited number of product offerings. Our revenue has been primarily generated from sales of our core Cytek Aurora, Northern Lights, Cytek Aurora CS, and Cytek Aurora Evo systems, which require a substantial sales cycle and are prone to quarterly fluctuations in revenue.
However, we believe that the enhanced capabilities of our FSP platform has the potential to capture an increasingly greater share of the broader cell analysis market. Our Northern Lights system has been approved for clinical use in the European Union and China.
However, we believe that the enhanced capabilities of our FSP platform have the potential to capture an increasingly greater share of the broader cell analysis market. Our Northern Lights system has been approved for clinical use in the European Union and China.
Currently, our Northern Lights-CLC system is available for clinical use in only China and the European Union. Our Cytek Aurora and Northern Lights systems are otherwise available to customers as research use only (“RUO”) products. RUO products are regulated by the FDA as medical devices.
Currently, our Northern Lights-CLC system is available for clinical use in only China and the European Union. Our Cytek Aurora, Cytek Northern Lights, and Cytek Aurora Evo systems are otherwise available to customers as research use only (“RUO”) products. RUO products are regulated by the FDA as medical devices.
As a result of this lengthy and unpredictable sales cycle, we will be prone to quarterly fluctuations in our revenue as sales of the Cytek Aurora, Northern Lights and Aurora CS systems are expected to continue to comprise a significant component of our revenue.
As a result of this lengthy and unpredictable sales cycle, we will be prone to quarterly fluctuations in our revenue as sales of the Cytek Aurora, Northern Lights, Cytek Aurora CS, and Cytek Aurora Evo systems are expected to continue to comprise a significant component of our revenue.
Our obligations related to data privacy and security (and consumers' data privacy and security expectations) are quickly changing in an increasingly stringent fashion and creating regulatory uncertainty. These obligations may be subject to differing applications and interpretations, which may be inconsistent or in conflict among jurisdictions.
Obligations related to data privacy and security (and consumers’ data privacy and security expectations) are quickly changing in an increasingly stringent fashion and creating regulatory uncertainty. These obligations may be subject to differing applications and interpretations, which may be inconsistent or in conflict among jurisdictions.
Later discovery of previously unknown problems with our products, including manufacturing problems, or failure to comply with regulatory requirements such as the QSR, may result in changes to labeling, restrictions on such products or manufacturing processes, withdrawal of the products from the market, voluntary or mandatory recalls, a requirement to repair, replace or refund the cost of any medical device we manufacture or distribute, fines, suspension of regulatory approvals, product seizures, injunctions or the imposition of civil or criminal penalties which would adversely affect our business, operating results and prospects.
Later discovery of previously unknown problems with our products, including manufacturing problems, or failure to comply with regulatory requirements such as the QMSR, may result in changes to labeling, restrictions on such products or manufacturing processes, withdrawal of the products from the market, voluntary or mandatory recalls, a requirement to repair, replace or refund the cost of any medical device we manufacture or distribute, fines, suspension of regulatory approvals, product seizures, injunctions or the imposition of civil or criminal penalties, which would adversely affect our business, operating results and prospects.
Sales of the Cytek Aurora, Northern Lights and Aurora CS systems together accounted for a substantial portion of our revenue for the periods presented in this Annual Report on Form 10-K.
Sales of the Cytek Aurora, Northern Lights, Cytek Aurora CS, and Cytek Aurora Evo systems together accounted for a substantial portion of our revenue for the periods presented in this Annual Report on Form 10-K.
We have sourced and will continue to source certain components of the Cytek Aurora, Northern Lights and Aurora CS systems from a limited number of suppliers and, in some cases, sole source suppliers.
We have sourced and will continue to source certain components of the Cytek Aurora, Cytek Northern Lights, Cytek Aurora CS, and Cytek Aurora Evo systems from a limited number of suppliers and, in some cases, sole source suppliers.
Our competitors and potential competitors may enjoy a number of competitive advantages over us, including: • longer operating histories; • larger customer bases; • greater brand recognition and market penetration; • greater financial resources and capabilities; • greater technological and research and development resources; • larger quality assurance and regulatory staff; • larger intellectual property portfolios; • better system reliability and robustness; • greater selling and marketing capabilities; and 28 Table of Contents • better established, larger scale and lower cost manufacturing capabilities.
Our competitors and potential competitors may enjoy a number of competitive advantages over us, including: • longer operating histories; • larger customer bases; 30 Table of Contents • greater brand recognition and market penetration; • greater financial resources and capabilities; • greater technological and research and development resources; • larger quality assurance and regulatory staff; • larger intellectual property portfolios; • better system reliability and robustness; • greater selling and marketing capabilities; and • better established, larger scale and lower cost manufacturing capabilities.
Additionally, companies that transfer personal information out of the EEA and UK to other jurisdictions, particularly to the United States, are subject to increased scrutiny from regulators, individual litigants, and activist groups. Some European regulators have ordered certain companies to suspend or permanently cease certain transfers out of Europe for allegedly violating the GDPR’s cross-border data transfer limitations.
Additionally, companies that transfer personal information out of the EEA and UK to other jurisdictions, particularly to the United States, are subject to increased scrutiny from regulators, individual litigants, and activist groups. Some European regulators have ordered certain companies to suspend or permanently cease certain transfers out of Europe for allegedly violating the GDPR’s cross-border data transfer limitations. The U.S.
Some open source software licenses require users who distribute software containing open source software to publicly disclose all or part of the source code to the licensee’s software that incorporates, links or uses such open source software, and make available to third parties for no cost, any derivative works of the open source code created by the 57 Table of Contents licensee, which could include the licensee’s own valuable proprietary code.
Some open source software licenses require users who distribute software containing open source software to publicly disclose all or part of the source code to the licensee’s software that 60 Table of Contents incorporates, links or uses such open source software, and make available to third parties for no cost, any derivative works of the open source code created by the licensee, which could include the licensee’s own valuable proprietary code.
Our effective tax rate could increase due to several factors, including: • changes in the relative amounts of income before taxes in the various jurisdictions in which we operate that have differing statutory tax rates; • changes in tax laws, tax treaties, and regulations or the interpretation of them; • changes to our assessment about our ability to realize our deferred tax assets that are based on estimates of our future results, the prudence and feasibility of possible tax planning strategies, and the economic and political environments in which we do business; • the outcome of current and future tax audits, examinations, or administrative appeals; and • limitations or adverse findings regarding our ability to do business in some jurisdictions.
Our effective tax rate could increase due to several factors, including: • changes in the relative amounts of income before taxes in the various jurisdictions in which we operate that have differing statutory tax rates; • changes in tax laws, tax treaties, and regulations or the interpretation of them; 65 Table of Contents • changes to our assessment about our ability to realize our deferred tax assets that are based on estimates of our future results, the prudence and feasibility of possible tax planning strategies, and the economic and political environments in which we do business; • the outcome of current and future tax audits, examinations, or administrative appeals; and • limitations or adverse findings regarding our ability to do business in some jurisdictions.
Additionally, employees working from home, while in transit and in public locations poses increased risks to our information technology systems and data when utilizing network connections, computers, and devices outside our premises or network. It may be, and in certain cases has been, difficult and/or costly to detect, investigate, mitigate, contain, and remediate a security incident.
Additionally, employees working from home, while in transit and in public locations pose increased risks to our information technology systems and data when utilizing network connections, computers, and devices outside our premises or network. It may be, and in certain cases has been, difficult and/or costly to detect, investigate, mitigate, contain, and remediate a security incident.
We have not conducted an extensive search of patents issued or assigned to other parties, including our competitors, and no assurance can be given that patents containing claims covering our current and any future products, components of our current and any future 54 Table of Contents products, technology or methods do not exist, have not been filed or could not be filed or issued.
We have not conducted an 57 Table of Contents extensive search of patents issued or assigned to other parties, including our competitors, and no assurance can be given that patents containing claims covering our current and any future products, components of our current and any future products, technology or methods do not exist, have not been filed or could not be filed or issued.
The occurrence of any of these business disruptions could seriously harm our operations and financial condition and increase our costs and expenses. We manufacture our products at our manufacturing facilities located in Fremont and San Diego, California; Seattle, Washington; Wuxi, China ; and Singapore; and we rely on various suppliers in the United States, China and other countries.
The occurrence of any of these business disruptions could seriously harm our operations and financial condition and increase our costs and expenses. We manufacture our products at our manufacturing facilities located in Fremont and San Diego, California; Wuxi, China ; and Singapore; and we rely on various suppliers in the United States, China and other countries.
If academic and government institutions, CROs, pharmaceutical companies and clinical laboratories are unwilling to change current practices to adopt our products, it will negatively affect our business, financial condition, prospects and results of operations. • Our business currently depends significantly on research and development spending by academic and government-owned institutions, a reduction in which could limit demand for our solutions and adversely affect our business and operating results. • We rely on distributors for sales of our products in certain geographies outside of the United States.
If academic and government institutions, CROs, pharmaceutical companies and clinical laboratories are unwilling to change current practices to adopt our products, it will negatively affect our business, financial condition, prospects and results of operations. • Our business currently depends significantly on research and development spending by academic and government-owned institutions, a reduction in which could limit demand for our solutions and adversely affect our business and operating results. 22 Table of Contents • We rely on distributors for sales of our products in certain geographies outside of the United States.
While we are in the process of qualifying additional sources of supply, qualifications can take 12 to 24 months and, in some cases, longer. If we were to lose one or more of our sole or single source suppliers, it would take significant time and effort to qualify alternative suppliers, if available.
While we are in the process of identifying additional sources of supply, qualifications can take 12 to 24 months and, in some cases, longer. If we were to lose one or more of our sole or single source suppliers, it would take significant time and effort to qualify alternative suppliers, if available.
The outcome of patent litigation or other proceeding can be uncertain, and any attempt by us to enforce our patent rights against others or to challenge the patent rights of others may not be successful, or, if successful, may take substantial time and result in substantial cost, and may divert our efforts and attention from other aspects of our business.
The outcome of patent litigation or other proceedings can be uncertain, and any attempt by us to enforce our patent rights against others or to challenge the patent rights of others may not be successful, or, if successful, may take substantial time and result in substantial cost, and may divert our efforts and attention from other aspects of our business.
Our amended and restated certificate of incorporation and amended and restated bylaws provide that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for the following types of actions or proceedings under Delaware statutory or common law: (i) any derivative action or proceeding brought on our behalf, (ii) any action or proceeding asserting a claim of breach of a fiduciary duty owed by any of our current or former directors, officers, or other employees to us or our stockholders, (iii) any action or proceeding asserting a claim against us or any of our current or 60 Table of Contents former directors, officers, or other employees, arising out of or pursuant to any provision of the Delaware General Corporation Law, our amended and restated certificate of incorporation or our amended and restated bylaws, (iv) any action or proceeding to interpret, apply, enforce, or determine the validity of our amended and restated certificate of incorporation or our amended and restated bylaws, (v) any action or proceeding as to which the Delaware General Corporation Law confers jurisdiction to the Court of Chancery of the State of Delaware and (vi) any action asserting a claim against us or any of our directors, officers, or other employees governed by the internal affairs doctrine, in all cases to the fullest extent permitted by law and subject to the court’s having personal jurisdiction over the indispensable parties named as defendants.
Our amended and restated certificate of incorporation and amended and restated bylaws provide that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for the following types of actions or proceedings under Delaware statutory or common law: (i) any derivative action or proceeding brought on our behalf, (ii) any action or proceeding asserting a claim of breach of a fiduciary duty owed by any of our current or former directors, officers, or other employees to us or our stockholders, (iii) any action or proceeding asserting a claim against us or any of our current or former directors, officers, or other employees, arising out of or pursuant to any provision of the DGCL, our amended and restated certificate of incorporation or our amended and restated bylaws, (iv) any action or proceeding to interpret, apply, enforce, or determine the validity of our amended and restated certificate of incorporation or our amended and restated bylaws, (v) any action or proceeding as to which the DGCL confers jurisdiction to the Court of Chancery of the State of Delaware and (vi) any action asserting a claim against us or any of our directors, officers, or other employees governed by 63 Table of Contents the internal affairs doctrine, in all cases to the fullest extent permitted by law and subject to the court’s having personal jurisdiction over the indispensable parties named as defendants.
We have a compliance program, code of conduct and associated policies and procedures, but it is not always possible to identify and deter misconduct by our employees and other third parties, and the precautions we take to detect and prevent noncompliance may not be effective in protecting us from governmental investigations for 46 Table of Contents failure to comply with applicable fraud and abuse or other healthcare laws and regulations.
We have a compliance program, code of conduct and associated policies and procedures, but it is not always possible to identify and deter misconduct by our employees and other third parties, and the precautions we take to detect and prevent noncompliance may not be effective in protecting us from governmental investigations for failure to comply with applicable fraud and abuse or other healthcare laws and regulations.
We have limited intellectual property rights outside the United States, selected countries in the European Union, Japan and China.
We have limited intellectual property rights outside the United States, selected countries in the European Union, the UK, Japan, and China.
On January 15, 2025, the U.S. government announced new license requirements that impact exports of certain products and technology, including high-parameter and spectral flow cytometers and cell sorters and certain mass 25 Table of Contents spectrometry equipment to certain countries, including China, which may have a significant negative impact on our sales, manufacturing and research and development activities.
On January 15, 2025, the U.S. government announced new license requirements that impact exports of certain products and technology, including high-parameter and spectral flow cytometers and cell sorters and certain mass spectrometry equipment to certain countries, including China, which may have a significant negative impact on our sales, manufacturing and research and development activities.
Companies are also required to maintain certain records of corrections and removals, even if these do not require reporting to the FDA. We may initiate 42 Table of Contents voluntary recalls involving our products. A recall announcement by us could harm our reputation with customers and negatively affect our business, financial condition, and results of operations.
Companies are also required to maintain certain records of corrections and removals, even if these do not require reporting to the FDA. We may initiate voluntary recalls involving our products. A recall announcement by us could harm our reputation with customers and negatively affect our business, financial condition, and results of operations.
Purchase orders submitted by us and Cytek Wuxi pursuant to the terms of the 23 Table of Contents Coherent Agreement will be deemed accepted upon written acknowledgement of acceptance by Coherent. Other than the Coherent Agreement, we do not currently have long-term supply contracts with our sole and single source suppliers of key components.
Purchase orders submitted by us, Cytek Wuxi, and Cytek Singapore pursuant to 24 Table of Contents the terms of the Coherent Agreement will be deemed accepted upon written acknowledgement of acceptance by Coherent. Other than the Coherent Agreement, we do not currently have long-term supply contracts with our sole and single source suppliers of key components.
Additionally, our manufacturing operations in Fremont and San Diego, 31 Table of Contents California, Seattle, Washington, Wuxi, China , and Singapore r equire global shipping services which are subject to certain factors outside of our control, such as increased costs due to fuel surcharges or otherwise, delays passing through customs and disruptions to global shipping routes.
Additionally, our manufacturing operations in Fremont and San Diego, California; Seattle, Washington; Wuxi, China ; and Singapore r equire global shipping services which are subject to certain factors outside of our control, such as increased costs due to fuel surcharges or otherwise, delays passing through customs and disruptions to global shipping routes.
Furthermore, off-label uses of our products may lead to performance issues or produce erroneous results, which could harm our reputation in the marketplace and increase the risk of product liability. Product liability claims are expensive to defend and could divert our management’s attention from our primary business and result in substantial damage awards against us.
Furthermore, off-label uses of our products may lead to performance issues or produce erroneous results, which could harm our reputation in the marketplace and increase the risk of product liability. Product liability claims are 45 Table of Contents expensive to defend and could divert our management’s attention from our primary business and result in substantial damage awards against us.
Such claims could harm our business, financial condition and results of operations. 56 Table of Contents If we are unable to protect the confidentiality of our trade secrets, our business and competitive position would be harmed.
Such claims could harm our business, financial condition and results of operations. 59 Table of Contents If we are unable to protect the confidentiality of our trade secrets, our business and competitive position would be harmed.
We cannot predict the impact of such changes and cannot be certain of our future compliance. We do not 40 Table of Contents currently maintain separate environmental liability coverage and any accidental contamination or discharge or any resultant injury from these materials could result in significant cost to us in penalties, damages and suspension of our operations.
We cannot predict the impact of such changes and cannot be certain of our future compliance. We do not currently maintain separate environmental liability coverage and any accidental contamination or discharge or any resultant injury from these materials could result in significant cost to us in penalties, damages and suspension of our operations.
If we are unable to identify and fix defects or other problems, we could experience, among other things: • loss of customers or orders; • increased costs of warranty expenses; • damage to our brand reputation; 30 Table of Contents • failure to attract new customers; • diversion of development, engineering and manufacturing resources; • regulatory actions by governmental authorities; and • legal actions by our customers.
If we are unable to identify and fix defects or other problems, we could experience, among other things: • loss of customers or orders; • increased costs of warranty expenses; • damage to our brand reputation; • failure to attract new customers; • diversion of development, engineering and manufacturing resources; • regulatory actions by governmental authorities; and • legal actions by our customers.
See Note 18 to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for information regarding ongoing legal proceedings. Litigation is inherently unpredictable and can result in excessive or unanticipated verdicts and/or injunctive relief that affect how we operate our business.
See Note 18 to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for infor mation regarding ongoing legal proceedings. Litigation is inherently unpredictable and can result in excessive or unanticipated verdicts and/or injunctive relief that affect how we operate our business.
In particular, unless exempt, we and our suppliers are required to comply with the FDA’s Quality System Regulation (“QSR”) and other regulations enforced outside the United States which cover the manufacture of our products and the methods and documentation of the design, testing, production, control, quality assurance, labeling, packaging, storage and shipping of medical devices.
In particular, unless exempt, we and our suppliers are required to comply with the FDA’s Quality Management System Regulation (“QMSR”) and other regulations enforced outside the United States which cover the manufacture of our products and the methods and documentation of the design, testing, production, control, quality assurance, labeling, packaging, storage and shipping of medical devices.
If actual repair and replacement costs differ significantly from our estimates, adjustments to cost of sales may be required in future periods which could have an adverse effect on our results of operations. Our customers may discover defects in our products after the products have been fully installed and operated.
If actual repair and 32 Table of Contents replacement costs differ significantly from our estimates, adjustments to cost of sales may be required in future periods which could have an adverse effect on our results of operations. Our customers may discover defects in our products after the products have been fully installed and operated.
Occurrence of any of the foregoing could harm our reputation, business, financial condition, results of operations and prospects. 41 Table of Contents We and our suppliers are subject to ongoing regulatory obligations and continued regulatory review, which may result in significant additional expense and subject us to penalties if we fail to comply with applicable regulatory requirements.
Occurrence of any of the foregoing could harm our reputation, business, financial condition, results of operations and prospects. We and our suppliers are subject to ongoing regulatory obligations and continued regulatory review, which may result in significant additional expense and subject us to penalties if we fail to comply with applicable regulatory requirements.
Complying with these and other similar laws and regulations (to the extent applicable) causes us to incur substantial operational costs and may require us to change our business practices, and could lead to material fines, penalties and liability. In addition, many jurisdictions have enacted data localization laws and cross-border persona information transfer laws.
Complying with these and other similar laws and regulations (to the extent applicable) causes us to incur substantial operational costs and may require us to change our business practices, and could lead to material fines, penalties and liability. In addition, many jurisdictions have enacted data localization laws and cross-border data transfer restrictions.
Department of Health and Human Services Office of Inspector General, or the OIG, to avoid exclusion from participation (such as loss of coverage for their products) in federal healthcare programs such as Medicare and Medicaid. Corporate Integrity Agreements typically impose substantial costs on companies to ensure compliance.
Department of Health and Human Services Office of Inspector 51 Table of Contents General, or the OIG, to avoid exclusion from participation (such as loss of coverage for their products) in federal healthcare programs such as Medicare and Medicaid. Corporate Integrity Agreements typically impose substantial costs on companies to ensure compliance.
Accordingly, investors must rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investments. 59 Table of Contents Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud.
Accordingly, investors must rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investments. Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud.
We designed our disclosure controls and procedures to provide reasonable assurance that information we must disclose in reports we file or submit under the Exchange Act is accumulated and communicated to management, and recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC.
We designed our disclosure controls and procedures to provide reasonable assurance that information we must disclose in reports we file or submit under the Exchange Act is accumulated and communicated to management, and 62 Table of Contents recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC.
Our efforts to do so may not be successful. Actions taken by us or the third parties with whom we work to detect, investigate, mitigate, contain, and remediate a security incident could result in outages, data losses, and disruptions of our business.
Our efforts to do so may not be successful. Actions taken by us or the third parties with whom we work to detect, investigate, mitigate, contain, and remediate a security incident could result in outages, data losses, and 40 Table of Contents disruptions of our business.
In the past, securities class action litigation has often been brought against companies that have experienced volatility or following a decline in the market price of its securities. This risk is especially relevant for us, because life sciences companies have experienced significant stock price volatility in recent years.
In the past, securities class action litigation has often been brought against companies that have experienced volatility or following a decline in the market price of its securities. This risk is especially 61 Table of Contents relevant for us, because life sciences companies have experienced significant stock price volatility in recent years.
We cannot be sure that our insurance coverage will be adequate or sufficient to protect us from or to mitigate liabilities arising out of our privacy and security practices, that such coverage will continue to be available on commercially reasonable terms or at all, or that such coverage will pay future claims.
We cannot be sure that our insurance coverage will be adequate or sufficient to protect us 41 Table of Contents from or to mitigate liabilities arising out of our privacy and security practices, that such coverage will continue to be available on commercially reasonable terms or at all, or that such coverage will pay future claims.
Consequently, a catastrophic event or business interruption at our manufacturing facilities or at our suppliers’ facilities could harm our business, financial condition and results of operations. 39 Table of Contents Our insurance policies are expensive and protect us only from some business risks, which leaves us exposed to significant uninsured liabilities.
Consequently, a catastrophic event or business interruption at our manufacturing facilities or at our suppliers’ facilities could harm our business, financial condition and results of operations. Our insurance policies are expensive and protect us only from some business risks, which leaves us exposed to significant uninsured liabilities.
Future actions or escalations by either the United 43 Table of Contents States or China that affect trade relations may also negatively affect our business, or that of our suppliers or customers, and we cannot provide any assurances as to whether such actions will occur or the form that they may take.
Future actions or escalations by either the United States or China that affect trade relations may also negatively affect our business, or that of our suppliers or customers, and we cannot provide any assurances as to whether such actions will occur or the form that they may take.
This uncertainty includes changes to the patent laws through either legislative action to changes to statutory patent law or court action that may reinterpret existing law or rules in ways affecting the scope or validity of issued patents or the chances that patent applications will result in issued claims and the scope of any such claims.
This uncertainty includes changes to the patent laws through either legislative action to changes to statutory patent law or court action that may reinterpret existing law or rules in ways affecting the scope or validity of issued patents or the 53 Table of Contents chances that patent applications will result in issued claims and the scope of any such claims.
Our business may not in all cases meet all of the criteria for statutory exception or regulatory safe harbor protection from anti-kickback liability; • the federal civil False Claims Act (the “FCA”), which prohibits, among other things, persons or entities from knowingly presenting, or causing to be presented, a false or fraudulent claim for payment of government funds and knowingly making, using or causing to be made or used, a false record or statement to get a false claim paid or to avoid, decrease or conceal an obligation to pay money to the federal government.
Our business may not in all cases meet all of the criteria for statutory exception or regulatory safe harbor protection from anti-kickback liability; • the FCA, which prohibits, among other things, persons or entities from knowingly presenting, or causing to be presented, a false or fraudulent claim for payment of government funds and knowingly making, using or causing to be made or used, a false record or statement to get a false claim paid or to avoid, decrease or conceal an obligation to pay money to the federal government.
As another example, Canada has enacted the Personal Information Protection and Electronic Documents Act and Canada’s Anti-Spam Legislation, which broadly regulate the Processing of personal information and impose compliance obligations and penalties comparable to those of European data privacy and security laws.
As another example, Canada has enacted the Personal 46 Table of Contents Information Protection and Electronic Documents Act and Canada’s Anti-Spam Legislation, which broadly regulate the processing of personal information and impose compliance obligations and penalties comparable to those of European data privacy and security laws.
A third-party that files a patent application in the USPTO after March 15, 2013, but before us could therefore be awarded a patent covering an invention of ours even if we had made the invention before it was made by such third-party.
A third party that files a patent 56 Table of Contents application in the USPTO after March 15, 2013, but before us could therefore be awarded a patent covering an invention of ours even if we had made the invention before it was made by such third party.
If we are unable to meet customer demand, we could lose our existing customers or lose our ability to acquire new customers, which would also negatively impact our business, financial condition and results of operations. 24 Table of Contents International operations and expansion of our international business exposes us to business, regulatory, political, operational, financial and economic risks associated with doing business outside of the United States.
If we are unable to meet customer demand, we could lose our existing customers or lose our ability to acquire new customers, which would also negatively impact our business, financial condition and results of operations. 25 Table of Contents International operations and expansion of our international business expose us to business, regulatory, political, operational, financial and economic risks associated with doing business outside of the United States.
We have limited experience manufacturing our products. We currently manufacture instruments and reagents at our manufacturing facilities in Fremont, California and Wuxi, China, instruments at our facilities in Seattle, Washington and Singapore , and reagents at our facility in San Diego, California.
We have limited experience manufacturing our products. We currently manufacture instruments and reagents at our manufacturing facilities in Fremont, California and Wuxi, China, instruments at our facility in Singapore , and reagents at our facility in San Diego, California.
For example, absent appropriate safeguards or other circumstances, the GDPR generally restrict the transfer of personal information to the United States and other countries that are viewed by some regulators as to not generally provide an adequate level of data privacy and security.
For example, absent appropriate safeguards or other circumstances, the GDPR generally restricts the transfer of personal information to the United States and other countries that are viewed by some regulators to not generally provide an adequate level of data privacy and security.
Furthermore, the senior members of our management team do not have significant experience with operating a public company. As a result, our management and other personnel have devoted and will continue to devote a substantial amount of time to compliance with these requirements.
Furthermore, the senior members of our management team do not have significant 64 Table of Contents experience with operating a public company. As a result, our management and other personnel have devoted and will continue to devote a substantial amount of time to compliance with these requirements.
Any future acquisitions also could result in the incurrence of debt, contingent liabilities or future write-offs of intangible assets or goodwill, any of which could have an adverse effect on our financial condition, results of operations and cash flows.
Any future acquisitions also could result in the incurrence of debt, contingent liabilities or future write-offs of intangible assets or goodwill, any of which could have an adverse effect on our financial condition, results of 33 Table of Contents operations and cash flows.
Our systems and the data contained on them may be subject to computer viruses, ransomware or other malware, attacks by computer hackers, social engineering (including phishing), supply chain attacks, credential stuffing, efforts by individuals or groups of hackers and sophisticated organizations, including state-sponsored organizations, errors or malfeasance of our personnel, and security vulnerabilities in the software or systems on which we rely, and failures during the process of upgrading or replacing software, databases or components thereof.
Our systems and the data contained on them are and have been subject to computer viruses, ransomware or other malware, attacks by computer hackers, social engineering (including phishing), supply chain attacks, credential stuffing, efforts by individuals or groups of hackers and sophisticated organizations, including state-sponsored organizations, errors or malfeasance of our personnel, and security vulnerabilities in the software or systems on which we rely, and failures during the process of upgrading or replacing software, databases or components thereof.
For example, a tax authority could assert that we are subject to tax in a jurisdiction where we believe we have not established a taxable connection, often referred to as a ‘‘permanent establishment’’ under international tax treaties, and such an assertion, if successful, could increase our expected tax liability in one or more jurisdictions.
For example, a tax authority could assert that we are subject to tax in a jurisdiction where we believe we have not established a taxable connection, often referred to as a “permanent establishment” under international tax treaties, and such an assertion, if successful, could increase our expected tax liability in one or more jurisdictions.
If academic and government institutions, CROs, pharmaceutical companies and clinical laboratories are unwilling to change current practices to adopt our products, it will negatively affect our business, financial condition, prospects and results of operations.
If academic and government institutions, CROs, pharmaceutical companies and clinical laboratories are 28 Table of Contents unwilling to change current practices to adopt our products, it will negatively affect our business, financial condition, prospects and results of operations.
Our decisions concerning the allocation of research, 29 Table of Contents development, collaboration, management and financial resources toward particular markets, products or services may not lead to the development of any viable products or services and may divert resources away from better opportunities.
Our decisions concerning the allocation of research, development, collaboration, management and financial resources toward particular markets, products or services may not lead to the development of any viable products or services and may divert resources away from better opportunities.
We are also bound by contractual obligations related to data privacy and security, and our efforts to comply with such obligations may not be successful. For example, certain data privacy and security laws, such as the EU/UK GDPR and the CCPA, require us to impose specific contractual restrictions on our service providers.
We are also bound by contractual obligations related to data privacy and security, and our efforts to comply with such obligations may not be successful. For example, certain data privacy and security laws, such as the EU/ 47 Table of Contents UK GDPR and the CCPA, require us to impose specific contractual restrictions on our service providers.
Furthermore, even if 50 Table of Contents they are unchallenged, our patents may not adequately protect our current and any future products, provide exclusivity for such products or prevent others from designing around the claims of our patents.
Furthermore, even if they are unchallenged, our patents may not adequately protect our current and any future products, provide exclusivity for such products or prevent others from designing around the claims of our patents.
We may not be successful in initiating appropriate market recall or market withdrawal efforts that may be required in the future and these efforts may not have the intended effect of preventing product malfunctions and the accompanying product liability that may result.
We may not be successful in initiating appropriate market recall or market withdrawal efforts that may be required in the future and these efforts may not have the intended effect of preventing 39 Table of Contents product malfunctions and the accompanying product liability that may result.
Approximately 40% , 43% and 44% of our revenue came from sales to academic and government-owned institutions in the years ended December 31, 2024, 2023 and 2022, respectively. Much of their funding was, in turn, provided by various state, federal and foreign government agencies.
Approximately 42% , 40% and 43% of our revenue came from sales to academic and government-owned institutions in the years ended December 31, 2025, 2024 and 2023, respectively. Much of their funding was, in turn, provided by various state, federal and foreign government agencies.
The FDA has indicated that when determining the intended use of a product labeled RUO, the FDA will consider the totality of the circumstances surrounding distribution and use of the product, including how the product is marketed and to whom.
The FDA 43 Table of Contents has indicated that when determining the intended use of a product labeled RUO, the FDA will consider the totality of the circumstances surrounding distribution and use of the product, including how the product is marketed and to whom.
To the extent we fail to timely introduce new and innovative products, offer enhancements to our existing products, adequately predict our customers’ needs or fail to obtain desired levels of market acceptance, our business may suffer and our operating results could be adversely affected.
To the extent we fail to timely introduce new and innovative products, offer enhancements to our existing products, or adequately predict 31 Table of Contents our customers’ needs or otherwise fail to obtain desired levels of market acceptance, our business may suffer and our operating results could be adversely affected.
In addition, because we are incorporated in Delaware, we are governed by the provisions of Section 203 of the Delaware General Corporate Law, which may prohibit certain business antitakeover provisions and other provisions in our amended and restated certificate of incorporation and amended and restated bylaws could make it more difficult for stockholders or potential acquirors to obtain control of our board of directors or initiate actions that are opposed by the then-current board of directors and could also delay or impede a merger, tender offer, or proxy contest involving our company.
In addition, because we are incorporated in Delaware, we are governed by the provisions of Section 203 of the General Corporation Law of the State of Delaware (the “DGCL”), which may prohibit certain business anti-takeover provisions, and other provisions in our amended and restated certificate of incorporation and amended and restated bylaws could make it more difficult for stockholders or potential acquirors to obtain control of our board of directors or initiate actions that are opposed by the then-current board of directors and could also delay or impede a merger, tender offer, or proxy contest involving our company.
An increasing number of applications for cell analysis, and more particularly flow cytometry, is leading to more companies offering competitive products and services. Our competitors include Agilent Technologies, Beckman Coulter (Danaher Corporation), Becton, Dickinson and Company (“BD”), Bio-Rad Laboratories, Standard BioTools Inc., Miltenyi Biotec, Sony Biotechnology (Sony Corporation), and Thermo Fisher Scientific.
An increasing number of applications for cell analysis, and more particularly flow cytometry, is leading to more companies offering competitive products and services. Our competitors include Agilent Technologies, Beckman Coulter (Danaher Corporation), Bio-Rad Laboratories, Standard BioTools Inc., Miltenyi Biotec, Sony Biotechnology (Sony Corporation), Thermo Fisher Scientific, and Waters Corporation.
As of December 31, 2024, we had accrued approximately $1.8 million in expenses relating to product warranty accruals. Substantial amounts of warranty claims could have an adverse effect on our business, financial condition and results of operations.
As of December 31, 2025, we had accrued approximately $1.5 million in expenses relating to product warranty accruals. Substantial amounts of warranty claims could have an adverse effect on our business, financial condition and results of operations.
Our employees and personnel use generative AI technologies to perform their work, and the disclosure and use of personal information in generative AI technologies is subject to various privacy laws and other privacy obligations. Governments have passed and are likely to pass additional laws regulating generative AI.
Our employees and personnel use generative AI and/or automated decision-making technologies to perform their work, and the disclosure and use of personal information in AI technologies is subject to various privacy laws and other privacy obligations. Governments have passed and are likely to pass additional laws regulating AI and/or automated decision-making technologies.
Such litigation or proceedings could substantially increase our operating losses and reduce the resources available for development activities or any future sales, marketing or distribution activities. We may not have sufficient financial or other resources to conduct such litigation or proceedings adequately.
Such litigation or proceedings could substantially increase our operating losses and reduce the resources available for development activities or any future sales, 58 Table of Contents marketing or distribution activities. We may not have sufficient financial or other resources to conduct such litigation or proceedings adequately.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeOur information technology department identifies and assesses risks from cybersecurity threats by monitoring and evaluating our threat environment using various methods including, for example, evaluating threats reported to us, conducting threat and vulnerability assessments, and performing audits. 63 Table of Contents Depending on the environment, system, and data, we implement and maintain various technical, physical, and organizational measures, processes, standards, and/or policies designed to manage and mitigate material risks from cybersecurity threats to our Information Systems and Data, including, for example: a security incident response plan, disaster recovery and business continuity plans, encryption of data, access controls, asset management, and penetration testing.
Biggest changeDepending on the environment, system, and data, we implement and maintain various technical, physical, and organizational measures, processes, standards, and/or policies designed to manage and mitigate material risks from cybersecurity threats to our Information Systems and Data, including, for example: a security incident response plan, disaster recovery and business continuity plans, encryption of data, access controls, asset management, and penetration testing.
For example, our IT department works with senior management to prioritize our risk management processes and mitigate cybersecurity threats that are more likely to lead to a material impact to our business, and our senior management evaluates material risks from cybersecurity threats against our overall business objectives and reports to our board of directors, which evaluates our overall enterprise risk.
For example, our IT department works with senior management to prioritize our risk management 66 Table of Contents processes and mitigate cybersecurity threats that are more likely to lead to a material impact to our business, and our senior management evaluates material risks from cybersecurity threats against our overall business objectives and reports to our board of directors, which evaluates our overall enterprise risk.
Our Chief Financial Officer (“CFO”) and our information technology (“IT”) department help identify, assess, and manage our cybersecurity threats and risks.
Our Chief Financial Officer (“CFO”) and our information technology (“IT”) department help identify, assess, and manage our cybersecurity threats and risks. Our information technology department identifies and assesses risks from cybersecurity threats by monitoring and evaluating our threat environment using various methods including, for example, evaluating threats reported to us, conducting threat and vulnerability assessments, and performing audits.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeIn Shanghai, China, we lease approximately 14,000 square feet of office and laboratory space, under multiple leases expiring between November 2025 and November 2026. 64 Table of Contents In Singapore, we lease approximately 8,500 square feet of manufacturing and office space. The lease expires in January 2028.
Biggest changeIn Singapore, we lease approximately 8,500 square feet of manufacturing and office space. The lease expires in January 2028. We also lease space in Seattle, Washington; Bethesda, Maryland; San Diego, California; Beijing, China; Tokyo, Japan; Amsterdam, Netherlands; and Ely, England.
Item 2. Properties. We currently lease approximately 99,000 square feet of office and laboratory space at our headquarter in Fremont, California. The lease expires in February 2029. In Wuxi, China, we lease approximately 9,800 square feet of manufacturing and office space. The lease expires in January 2026.
Item 2. Properties. We currently lease approximately 99,000 square feet of office and laboratory space for our headquarters in Fremont, California. The lease expires in February 2029. In Wuxi, China, we lease approximately 9,800 square feet of manufacturing and office space. The lease expires in January 2027.
In November 2023, we purchased a building in Wuxi, China and relocated our Wuxi operations to the new facility in January 2024. The Wuxi building has approximately 56,000 square feet of manufacturing and office space.
In November 2023, we purchased a building in Wuxi, China and relocated our Wuxi operations to the new facility in January 2024. The Wuxi building has approximately 56,000 square feet of manufacturing and office space. In Shanghai, China, we lease approximately 14,000 square feet of office and laboratory space, under multiple leases expiring between October 2026 and November 2027.
We also lease space in Seattle, Washington; Bethesda, Maryland; San Diego, California; Beijing, China; Tokyo, Japan; Amsterdam, Netherlands; and Ely, England. We believe that our existing office, laboratory and manufacturing space, together with additional space and facilities available on commercially reasonable terms, will be sufficient to meet our current and future needs.
We believe that our existing office, laboratory and manufacturing space, together with additional space and facilities available on commercially reasonable terms, will be sufficient to meet our current and future needs. 67 Table of Contents

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeItem 3. Legal Proceedings. From time to time, we are involved in legal proceedings and claims. See Note 18 to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for information regarding ongoing legal proceedings. Item 4. Mine Safety Disclosures. Not applicable. 65 Table of Contents PART II
Biggest changeItem 3. Legal Proceedings. From time to time, we are involved in legal proceedings and claims. See Note 18 to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for information regarding ongoing legal proceedings. Item 4. Mine Safety Disclosures. Not applicable. 68 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

7 edited+2 added−1 removed7 unchanged
Biggest change(Except for the share amount and average price per share, dollar value in thousands) 66 Table of Contents Total number of shares repurchased Average price paid for share Total number of shares purchased as part of publicly announced plans or programs Remaining dollar value that may yet be purchased under the plans or programs Beginning Balance - December 31, 2023 6,613,780 $ 6.66 6,613,780 $ 5,981,000 June 1 – June 30, 2024 444,319 $ 5.99 7,058,099 $ 47,300,000 July 1 – July 31, 2024 — — — — August 1 – August 31, 2024 1,113,843 5.45 8,171,942 $ 41,500,000 September 1 – September 30, 2024 1,080,512 5.37 9,252,454 $ 35,500,000 October 1 – October 31, 2024 959,007 5.12 10,211,461 $ 30,500,000 November 1 – November 30, 2024 373,943 5.44 10,585,404 $ 28,500,000 December 1 – December 31, 2024 — — — — Life to Date Total 3,971,624 6.19 10,585,404 $ 28,500,000 The repurchase program was used to return capital to shareholders and to minimize the dilutive impact of stock options and other stock-based awards.
Biggest changeThe following table provides information with respect to the repurchase of shares of our common stock from the commencement of the repurchase program until its expiration on December 31, 2025. 69 Table of Contents (Except for the share amount and average price per share, dollar value in thousands) Total number of shares repurchased Average price paid per share ($) Total number of shares purchased as part of publicly announced plans or programs Approximate dollar value of shares that may yet be purchased under the plans or programs ($) Beginning Balance - December 31, 2024 10,585,404 $ 6.19 10,585,404 $ 28,500,000 January 1 – January 31, 2025 607,522 5.76 11,192,926 46,500,007 February 1 – February 28, 2025 658,878 5.31 11,851,804 43,000,014 March 1 – March 31, 2025 812,183 4.31 12,663,987 39,500,021 April 1 – April 30, 2025 939,946 3.72 13,603,933 36,000,023 May 1 – May 31, 2025 274,059 3.65 13,877,992 35,000,023 Jun 1 - December 31, 2025 — — — — Life to Date Total* 13,877,992 $ 5.80 13,877,992 $ 35,000,023 * The share repurchase program expired on December 31, 2025.
Stock Performance Graph This Section is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference in any filing of Cytek Biosciences under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), whether made before or after the date hereof and irrespective of any general incorporation language in any such filing. 67 Table of Contents The following graph compares the cumulative total return on an investment of $100 in cash on July 23, 2021 through December 31, 2024, in our common stock, the Nasdaq Composite Index and the Nasdaq Biotechnology Components Index and assuming that all dividends were reinvested.
Stock Performance Graph This Section is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference in any filing of Cytek Biosciences under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), whether made before or after the date hereof and irrespective of any general incorporation language in any such filing. 70 Table of Contents The following graph compares the cumulative total return on an investment of $100 in cash on July 23, 2021 through December 31, 2025 , in our common stock, the Nasdaq Composite Index and the Nasdaq Biotechnology Components Index and assuming that all dividends were reinvested.
The stockholder return shown on the graph below is based on historical data and is not necessarily indicative of future performance, and we do not make or endorse any predictions as to future stockholder returns. Item 6. [Reserved] 68 Table of Contents
The stockholder return shown on the graph below is based on historical data and is not necessarily indicative of future performance, and we do not make or endorse any predictions as to future stockholder returns. Item 6. [Reserved] 71 Table of Contents
Holders of Record As of February 17, 2025, there were approximately 18 stockholders of record. Because brokers and other institutions hold many of our shares on behalf of stockholders, we are unable to estimate the total number of stockholders represented by these record holders.
Holders of Record As of February 17, 2026 , there were 15 stockholders of record. Because brokers and other institutions hold many of our shares on behalf of stockholders, we are unable to estimate the total number of stockholders represented by these record holders.
Issuer Purchases of Equity Securities On June 5, 2024, our board of directors approved a program for the repurchase of up to an aggregate of $50 million of our outstanding common stock. The repurchase program expired on December 31, 2024 with a remaining unused balance of $28.5 million.
Issuer Purchases of Equity Securities On June 5, 2024, our board of directors approved a program for the repurchase of up to an aggregate of $50 million of our outstanding common stock, which expired on December 31, 2024.
As of December 31, 2024, we have accrued $0.4 million excise taxes related with our shares repurchases.
As of December 31, 2025, we have accrued $0.1 million excise taxes related with our shares repurchases.
The repurchased shares of common stock were retired. The commission costs related to the repurchases were $0.03 million and $0.08 million for the three months and twelve months ended December 31, 2024, respectively. On August 16, 2022, the Inflation Reduction Act of 2022 (the “IRA”), was signed into law.
The commission costs related to the repurchases were $— million and $0.07 million for the three months and twelve months ended December 31, 2025, respectively. On August 16, 2022, the Inflation Reduction Act of 2022 (the “IRA”), was signed into law.
Removed
The following table provides information with respect to the repurchase of shares of our common stock from the commencement of the repurchase program until its expiration on December 31, 2024.
Added
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, which expired on December 31, 2025. As of December 31, 2025, the Company had a remaining authorized amount of $35.0 million in the repurchase program.
Added
The repurchase programs were 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.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

84 edited+12 added−8 removed84 unchanged
Biggest changeNet cash used in investing activities during the year ended December 31, 2023 was $93.9 million driven by purchases of marketable securities of $175.9 million, the purchase of the FCI business of $44.9 million, purchases of property and equipment of $4.6 million, purchase of intangible assets of $0.2 million, and payment of investments in Japan of $0.2 million, partially offset by proceeds from maturities of marketable securities of $132.0 million. 79 Table of Contents Financing activities Net cash used in financing activities during the year ended December 31, 2024 was $15.8 million driven by $21.6 million of costs related to our share repurchase program, $0.6 million in loan repayment costs and payments for taxes related to net share settlement of equity awards of $0.6 million, partially offset by proceeds from line of credit of $4.2 million, the issuance of our common stock under our equity incentive plans of $1.0 million and the issuance of our common stock under our Employee Stock Purchase Plan of $1.7 million.
Biggest changeFinancing activities Net cash used in financing activities during the year ended December 31, 2025 was $13.4 million driven by $15.1 million of costs related to our share repurchase program, $4.7 million in loan repayment costs and payments for taxes related to net share settlement of equity awards of $0.7 million, partially offset by proceeds from line of credit of $5.6 million, the issuance of our common stock under our Employee Stock Purchase Plan of $1.1 million, and the issuance of our common stock under our equity incentive plans of $0.3 million.
Our research and development expenses primarily consist of salaries, benefits, and stock-based compensation costs for employees in our research and development department, independent contractor costs, laboratory supplies, equipment maintenance and materials expenses. We plan to continue to invest in our research and development efforts.
Research and development . Our research and development expenses primarily consist of salaries, benefits, and stock-based compensation costs for employees in our research and development department, independent contractor costs, laboratory supplies, equipment maintenance and materials expenses. We plan to continue to invest in our research and development efforts.
Other income (expense), net Interest expense. Interest expense consists primarily of accretion of the present value of the litigation settlement liability. See our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for further details regarding the settlement. Interest income.
Other income (expense), net Interest income (expense), net. Interest income (expense), net consists primarily of accretion of the present value of the litigation settlement liability. See our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for further details regarding the settlement. Interest income.
Our FSP cell analyzers, the Cytek Aurora and Northern Lights systems, deliver high-resolution, high-content and high-sensitivity cell analysis and addresses the inherent limitations of other technologies by providing a higher level of multiplexing with exquisite sensitivity, more flexibility and increased efficiency, all at a lower cost for performance.
Our FSP cell analyzers, the Cytek Aurora, Northern Lights and Cytek Aurora Evo systems, deliver high-resolution, high-content and high-sensitivity cell analysis and addresses the inherent limitations of other technologies by providing a higher level of multiplexing with exquisite sensitivity, more flexibility and increased efficiency, all at a lower cost for performance.
Furthermore, our instrument selling prices and gross margins may fluctuate in the future due to the impact of competing products entering the market and fluctuating foreign exchange rates and as we continue to introduce new products and reduce our production costs. 70 Table of Contents In the near term, we expect the continued leveraging of fixed manufacturing and service overhead costs, optimization of our manufacturing processes, and material cost fluctuations to have the greatest impact on our gross margin.
Furthermore, our instrument selling prices and gross margins may fluctuate in the future due to the impact of competing products entering the market and fluctuating foreign exchange rates and as we continue to introduce new products and reduce our production costs. 73 Table of Contents In the near term, we expect the continued leveraging of fixed manufacturing and service overhead costs, optimization of our manufacturing processes, and material cost fluctuations to have the greatest impact on our gross margin.
The flat sales and marketing expenses year-over-year was due to re-organization of the commercial team to drive increased revenue with a more focused and efficient sales team.
The relatively flat sales and marketing expenses year-over-year was due to re-organization of the commercial team to drive increased revenue with a more focused and efficient sales team.
We intend to continue to make significant investments in research and development in the future. 69 Table of Contents We expect to continue to invest in our commercial infrastructure through hiring additional employees with strong scientific and technical backgrounds to support growth in our instrument sales as well as our planned expansion of reagents offerings and panel design capabilities.
We intend to continue to make significant investments in research and development in the future. 72 Table of Contents We expect to continue to invest in our commercial infrastructure through hiring additional employees with strong scientific and technical backgrounds to support growth in our instrument sales as well as our planned expansion of reagents offerings and panel design capabilities.
Unless the context requires otherwise, references in this Annual Report on Form 10-K to “ we, ” “ us ” and “ our ” refer to Cytek Biosciences, Inc. The following is a discussion and year-to-year comparisons of our financial condition and results of operations for the years ended December 31, 2024 and 2023.
Unless the context requires otherwise, references in this Annual Report on Form 10-K to “ we, ” “ us ” and “ our ” refer to Cytek Biosciences, Inc. The following is a discussion and year-to-year comparisons of our financial condition and results of operations for the years ended December 31, 2025 and 2024.
Our product revenue primarily consists of sales of our instruments, including the Cytek Aurora, Northern Lights, Aurora CS, Amnis and Guava systems, instrument accessories, such as loaders, and consumables, such as reagents. We offer multiple versions of our instruments with different price points based on the number of lasers integrated in the systems.
Our product revenue primarily consists of sales of our instruments, including the Cytek Aurora, Northern Lights, Cytek Aurora Evo, Aurora CS, Amnis and Guava systems, instrument accessories, such as loaders, and consumables, such as reagents. We offer multiple versions of our FSP systems with different price points based on the number of lasers integrated in the systems.
Legal Settlement Liability In the fourth quarter of 2024, we determined that it was necessary to revise our long-term forecasted net sales subject to royalties under the BD settlement as a result of the current macroeconomic conditions and headwinds.
Legal Settlement Liability In the fourth quarter of 2025, we determined that it was necessary to revise our long-term forecasted net sales subject to royalties under the BD settlement as a result of the current macroeconomic conditions and headwinds.
The 80 Table of Contents Company identified the following performance obligations in the contracts: product sales of instrument systems, installation on instrument systems, delivery of instrument accessories such as loaders, consumables, reagents, extended service contracts and professional services revenue for post-warranty service contracts, preventative maintenance plans, repairs, installations, training, time and material services and other specialized support services.
The Company identified the following performance obligations in the contracts: product sales of instrument systems, installation on instrument systems, delivery of instrument accessories such as loaders, consumables, reagents, extended service contracts and professional services revenue for post-warranty service contracts, preventative maintenance plans, repairs, installations, training, time and material services and other specialized support services.
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. Our estimates of forecasted demand are based upon our analysis and assumptions including, but not limited to, expected product lifecycles, product development plans and historical usage by product.
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. Our estimates of forecasted demand are based upon our analysis and assumptions including, but not limited to, expected product lifecycles, 84 Table of Contents product development plans and historical usage by product.
Although we cannot predict the ultimate extent 71 Table of Contents to which the United States or other countries will impose quotas, duties, reciprocal tariffs, taxes, or other similar restrictions upon the import or export of our products, nor can we predict future trade policy or the terms of any renegotiated trade agreements and their impact on our business, the Trump administration’s imposition of tariffs as well as threatened and actual retaliatory tariffs against U.S. goods may have a negative impact on our revenue and costs in the future.
Although we cannot predict the ultimate extent to which the United States or other countries will impose quotas, duties, reciprocal tariffs, taxes, or other similar restrictions upon the import or export of our products, nor can we predict future trade policy or the terms of any renegotiated trade agreements and their impact on our business, the U.S. government’s imposition of tariffs as well as threatened and actual retaliatory tariffs against U.S. goods may have a negative impact on our revenue and costs in the future.
The securities in this transaction were 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.
The securities in this transaction were 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.
To determine revenue recognition for its arrangements with customers, we perform 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.
To determine revenue recognition for its arrangements with customers, we perform 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 83 Table of Contents performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation.
As a result, we remeasured the fair value of the legal settlement liability presented in the Consolidated Balance Sheets as of December 31, 2024.
As a result, we remeasured the fair value of the legal settlement liability presented in the Consolidated Balance Sheets as of December 31, 2025.
Recently adopted accounting pronouncements See Note 2 to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for a description of recent accounting pronouncements applicable to our financial statements. 82 Table of Contents
Recently adopted accounting pronouncements See Note 2 to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for a description of recent accounting pronouncements applicable to our financial statements.
We also plan to continue to invest in sales, marketing and business development across the globe to drive commercialization of our products. We incurred sales and marketing expenses of $49.1 million, $49.1 million and $33.2 million for the years ended December 31, 2024, 2023 and 2022, respectively.
We also plan to continue to invest in sales, marketing and business development across the globe to drive commercialization of our products. We incurred sales and marketing expenses of $49.4 million, $49.1 million and $49.1 million for the years ended December 31, 2025, 2024 and 2023, respectively.
Contractual Obligations and Commitments During the year ended December 31, 2024, there were no material changes to our contractual obligations and commitments from those described under “Management’s Discussion and Analysis of Financial Condition” which is contained in our Form 10-K and filed with the SEC on March 13, 2024.
Contractual Obligations and Commitments During the year ended December 31, 2025, there were no material changes to our contractual obligations and commitments from those described under “Management’s Discussion and Analysis of Financial Condition” which is contained in our Form 10-K and filed with the SEC on February 28, 2025.
For a discussion of the results of operations and financial condition for the years ended December 31, 2023 and year-to-year comparisons between 2023 and 2022, please refer to “ Management’s Discussion and Analysis of Financial Condition and Results of Operations ” section of our Annual Report on Form 10-K filed with the SEC on March 13, 2024 .
For a discussion of the results of operations and financial condition for the years ended December 31, 2024 and year-to-year comparisons between 2024 and 2023, please refer to “ Management’s Discussion and Analysis of Financial Condition and Results of Operations ” section of our Annual Report on Form 10-K filed with the SEC on February 28, 2025 .
FlowCEL) business of $0.5 million, purchases of property and equipment of $3.5 million, purchase of intangible assets of $0.2 million, partially offset by proceeds from maturities of marketable securities of $195.0 million, and proceeds from sales of property and equipment of $0.3 million.
(d.b.a. FlowCEL) business of $0.5 million, and purchase of intangible assets of $0.2 million, partially offset by proceeds from maturities of marketable securities of $195 million, and proceeds from sales of property and equipment of $0.3 million.
Based on the updated forecast, we recorded a $7.3 million reduction of the legal settlement liability, with a corresponding change to interest income (expense), net in the Consolidated Statements of Operations and Comprehensive Income (Loss) for the year ended December 31, 2024.
Based on the updated forecast, we recorded a $1.0 million reduction of the legal settlement liability, with a corresponding change to interest income (expense), net in the Consolidated Statements of Operations and Comprehensive Income (Loss) for the year ended December 31, 2025.
Since our inception in 2014, we have financed our operations primarily through sales of our securities and revenue from the sale of our products and services. Our net loss was $6.0 million and $12.1 million f or the years ended December 31, 2024 and 2023, respectively, and our net income was $2.5 million for the year ended December 31, 2022.
Since our inception in 2014, we have financed our operations primarily through sales of our securities and revenue from the sale of our products and services. Our net loss was $66.5 million , $6.0 million and $12.1 million f or the years ended December 31, 2025, 2024 and 2023, respectively.
Under the terms of the leases, we are responsible for certain expenses related to operations, maintenance, repairs and management fees. Future minimum lease payments under non-cancelable operating leases totaled $11.9 million as of December 31, 2024.
Under the terms of the leases, we are responsible for certain expenses related to operations, maintenance, repairs and management fees. Future minimum lease payments under non-cancelable operating leases totaled $21.3 million as of December 31, 2025.
The following table summarizes the weighted-average assumptions used in estimating the fair value of stock options granted during each of the periods presented: Year Ended December 31, 2024 2023 2022 Expected term (in years) 6.00 5.96 5.91 Expected volatility 73 % 71 % 75 % Risk-free interest rate 4 % 4 % 2 % Dividend yield — — — 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.
The following table summarizes the weighted-average assumptions used in estimating the fair value of stock options granted during each of the periods presented: 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 — — — Expected volatility—Expected volatility is estimated by analyzing the Company’s historical market data for the assessment corresponds to the expected term of the awards.
Since our first U.S. commercial launch in mid-2017 through December 31, 2024, we have sold and deployed our instruments to customers around the world, including pharmaceutical companies, biopharma companies, academic research centers, and clinical research organizations (“CROs”).
Since our first U.S. commercial launch in mid-2017, we have sold and deployed our instruments to customers around the world, including pharmaceutical companies, biopharma companies, academic research centers, and contract research organizations (“CROs”).
We have designed our operating model to be capital efficient and to scale efficiently as our product volumes grow. Total revenue for the year ended December 31, 2024 was $200.5 million , representing a 4% increase compared to revenue for the year ended December 31, 2023 of $193.0 million.
We have designed our operating model to be capital efficient and to scale efficiently as our product volumes grow. Total revenue for the year ended December 31, 2025 was $201.5 million , representing a 1% increase compared to revenue for the year ended December 31, 2024 of $200.5 million.
Research and development expense may increase in absolute dollars in future periods due to our continuing investment in product development. 72 Table of Contents Sales and marketing .
Research and development expense may increase in absolute dollars in future periods due to our continuing investment in product development. Sales and marketing .
Total gross margin was 55% and 57% as a percent of total revenue for the years ended December 31, 2024 and 2023, respectively.
Total gross margin was 52% and 55% as a percent of total revenue for the years ended December 31, 2025 and 2024, respectively.
As of December 31, 2024 and 2023, we had 81 Table of Contents immaterial amounts of contract assets included within prepaid expenses and other current assets on the consolidated balance sheets.
As of December 31, 2025 and 2024, we had immaterial amounts of contract assets included within prepaid expenses and other current assets on the consolidated balance sheets.
As of December 31, 2024 and December 31, 2023, we had approximately $277.9 million and $262.7 million, respectively, in cash and cash equivalents and short term investments, which were primarily held in U.S. short-term bank deposit accounts, money market funds, U.S. Treasury notes, Federal agency security notes, and short term commercial paper.
As of December 31, 2025 and December 31, 2024, we had approximately $261.5 million and $277.9 80 Table of Contents million, respectively, in cash and cash equivalents and short term investments, which were primarily held in U.S. short-term bank deposit accounts, money market funds, U.S. Treasury notes, Federal agency security notes, and short term commercial paper.
On August 26, 2022, we entered into a sales agreement (the “Sales Agreement”) with Piper Sandler & Co. (“Piper”) as sales agent to sell from time to time up to $150 million of our common stock through an “at the market” offering program. To date, we have not made any sales of common stock pursuant to the Sales Agreement.
On August 26, 2022, we 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 $150.0 million of our common stock through an “at-the-market” offering program.
Net cash used in financing activities during the year ended December 31, 2023 was $41.8 million driven by $44.2 million of costs related to our share repurchase program, $0.6 million in loan repayment costs and payments for taxes related to net share settlement of equity awards of $0.4 million, partially offset by the issuance of our common stock under our equity incentive plans of $1.5 million and the issuance of our common stock under our Employee Stock Purchase Plan of $1.9 million.
Net cash used in financing activities during the year ended December 31, 2024 was $15.8 million driven by $21.6 million of costs related to our share repurchase program, $0.6 million in loan repayment costs and payments for taxes related to net share settlement of equity awards of $0.6 million, partially offset by partially offset by proceeds from line of credit of $4.2 million, the issuance of our common stock under our Employee Stock Purchase Plan of $1.7 million, and the issuance of our common stock under our equity incentive plans of $1.0 million.
The following table presents a reconciliation of constant currency revenue to our reported net revenue for the periods indicated (in thousands, except percentages): Revenue Twelve months ended December 31, 2024 Twelve months ended December 31, 2023 As reported 200,453 193,015 Non-GAAP constant currency 201,346 193,697 FX Impact [$] 893 682 FX Impact [%] 0.4 % 0.4 % 77 Table of Contents Liquidity and capital resources Overview To date, our primary sources of capital have been through sales of our securities and revenue from the sale of our products and services.
The following table presents a reconciliation of constant currency revenue to our reported net revenue for the periods indicated (in thousands, except percentages): Revenue Twelve months ended December 31, 2025 Twelve months ended December 31, 2024 As reported 201,493 200,453 Non-GAAP constant currency 198,247 201,346 FX Impact [$] (3,246) 893 FX Impact [%] (1.6) % 0.4 % Liquidity and capital resources Overview To date, our primary sources of capital have been through sales of our securities and revenue from the sale of our products and services.
Revenue from direct sales represented 75% , 76% and 79% of total revenue for the years ended December 31, 2024, 2023 and 2022, respectively, and revenue from distributors represented 25% , 24% and 21% of total revenue for the years ended December 31, 2024, 2023 and 2022, respectively.
Revenue from direct sales represented 73% , 75% and 76% of total revenue for the years ended December 31, 2025, 2024 and 2023, respectively, and revenue from distributors represented 27% , 25% and 24% of total revenue for the years ended December 31, 2025, 2024 and 2023, respectively.
Product gross profit for the year ended December 31, 2024 decreased by 8%, as compared to the year ended December 31, 2023. Product cost of sales for the year ended December 31, 2024 increased by 6% as compared to the same period in 2023.
Product gross profit for the year ended December 31, 2025 decreased by 12% as compared to the year ended December 31, 2024. Product cost of sales for the year ended December 31, 2025 increased by 1% as compared to the same period in 2024.
Our interest income consists primarily of interest earned on our cash and cash equivalents which are invested in cash deposits and in money market funds. Other income (expense), net. Our income (expense), net consists primarily of foreign exchange gains and losses.
Our interest income consists primarily of interest earned on our cash and cash equivalents which are invested in cash deposits and in money market funds. Other income, net. Our other income, net consists primarily of investment income from our marketable securities offset by foreign exchange gains and losses.
Sales and marketing Year ended December 31, Change (In thousands, except percentages) 2024 2023 Amount % Sales and marketing $ 49,114 $ 49,148 $ (34) — % Sales and marketing expenses were $49.1 million for the year ended December 31, 2024 as compared to $49.1 million for the year ended December 31, 2023.
Sales and marketing Year ended December 31, Change (In thousands, except percentages) 2025 2024 Amount % Sales and marketing $ 49,440 $ 49,114 $ 326 1 % Sales and marketing expenses were $49.4 million for the year ended December 31, 2025 as compared to $49.1 million for the year ended December 31, 2024.
We incurred research and development expenses of $39.4 million, $44.2 million and $34.9 million for the years ended December 31, 2024, 2023 and 2022, respectively.
We incurred research and development expenses of $36.5 million, $39.4 million and $44.2 million for the years ended December 31, 2025, 2024 and 2023, respectively.
This was partially offset by an increase of trade accounts receivable of $5.4 million, an increase in prepaid expenses and other assets of $2.8 million, a decrease in the legal settlement liability of $1.1 million, and a decrease of operating lease liabilities of $3.2 million, and a decrease of accrued expenses and other liabilities of $0.8 million.
These amounts were partially offset by cash used from changes in our operating assets and liabilities of an increase of trade accounts receivable of $5.4 million, an increase in prepaid expenses and other assets of $2.8 million, a decrease in the legal settlement liability of $1.1 million, and a decrease of operating lease liabilities of $3.2 million, and an increase in accrued expenses and other liabilities of $0.8 million.
The decrease of $4.7 million in research and development expenses was primarily due to a decrease in research and development compensation and engineering expense driven by efforts to streamline and focus our research and development efforts.
The decrease of $2.9 million in research and development expenses was primarily due to a decline in research and development compensation expense, driven by efforts to streamline and focus our research and development activities.
Revenue growth was primarily driven by growth in service revenue partially offset by a decline in product revenue. Product revenue decreased by $3.5 million, or 2%, to $153.3 million, for the year ended December 31, 2024 as compared to the year ended December 31, 2023.
Revenue growth was primarily driven by growth in service revenue partially offset by a decline in product revenue. Product revenue decreased by $9.0 million, or 6%, to $144.2 million, for the year ended December 31, 2025 as compared to the year ended December 31, 2024.
Service revenue and service gross profit for the year ended December 31, 2024 increased by 30% and 49%, respectively, as compared to the year ended December 31, 2023. Service cost of sales for the year ended December 31, 2024 increased by 11% as compared to the same period in 2023.
Service revenue and service gross profit for the year ended December 31, 2025 increased by 21% and 12%, respectively, as compared to the year ended December 31, 2024. Service cost of sales for the year ended December 31, 2025 increased by 34% as compared to the same period in 2024.
Revenue mix and gross margin Our revenue is primarily derived from sales of our instruments and services with our instruments recognizing higher revenue and gross profit than our services.
Revenue mix and gross margin Our revenue is primarily derived from sales of our instruments and services.
Our gross profit in future periods will depend on a variety of factors, including market conditions that may impact our pricing, sales mix changes among our instruments and service agreements, product mix changes between established products and new products, excess and obsolete inventories, our cost structure for manufacturing operations relative to volume and product warranty obligations.
Our gross profit in future periods will depend on a variety of factors, including market conditions that may impact our pricing, sales mix changes among our instruments and service agreements, product mix changes between established products and new products, excess and obsolete inventories, our cost structure for manufacturing operations relative to volume and product warranty obligations. 75 Table of Contents Operating expenses Our operating expenses are primarily comprised of research and development, sales and marketing, and general and administrative expenses, depreciation and amortization, and related overhead.
Other income, net Year ended December 31, Change (In thousands, except percentages) 2024 2023 Amount % Other income, net $ 4,463 $ 7,794 $ (3,331) (43) % Other income, net was $4.5 million for the year ended December 31, 2024 as compared to other income, net of $7.8 million for the year ended December 31, 2023, respectively.
Other income, net Year ended December 31, Change (In thousands, except percentages) 2025 2024 Amount % Other income, net $ 8,801 $ 4,463 $ 4,338 97 % Other income, net was $8.8 million for the year ended December 31, 2025 as compared to other income, net of $4.5 million for the year ended December 31, 2024, respectively.
On December 11, 2024, our board of directors approved a new program for the repurchase by the Company of up to an aggregate of $50 million of its outstanding common stock commencing January 1, 2025, to succeed the expiration of the previous $50 million repurchase program on December 31, 2024.
The repurchased shares of common stock were retired. The repurchase program expired on December 31, 2024. On December 11, 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 commencing January 1, 2025.
Interest income (expense), net Year ended December 31, Change (In thousands, except percentages) 2024 2023 Amount % Interest income (expense), net $ 5,239 $ (2,071) $ 7,310 (353) % Interest income was $5.2 million for the year ended December 31, 2024 as compared to interest expense of $2.1 million for the year ended December 31, 2023.
Interest income (expense), net Year ended December 31, Change (In thousands, except percentages) 2025 2024 Amount % Interest income (expense), net $ (474) $ 5,239 $ (5,713) (109) % Interest expense was $0.5 million for the year ended December 31, 2025 as compared to interest income of $5.2 million for the year ended December 31, 2024.
The increase in service revenue was mainly driven by continued growth in the instruments installed base with more instruments coming off warranty contributing to greater contract and time and material service revenue.
The increase in service revenue was mainly driven by continued growth in 77 Table of Contents the installed base of our instruments with more instruments with expiring warranties contributing to greater contract and time and material service revenue.
On August 16, 2022, the Inflation Reduction Act of 2022 (the “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.
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.
Income Taxes Year ended December 31, Change (In thousands, except percentages) 2024 2023 Amount % Provision for (benefit from) income taxes $ 320 $ (3,561) $ 3,881 (109) % Provision for income taxes was $0.3 million for the year ended December 31, 2024. The benefit from income taxes was $3.6 million for the year ended December 31, 2023.
Income Taxes Year ended December 31, Change (In thousands, except percentages) 2025 2024 Amount % Provision for (benefit from) income taxes $ 36,698 $ 320 $ 36,378 11368 % Provision for income taxes was $36.7 million for the year ended December 31, 2025. The benefit from income taxes was $0.3 million for the year ended December 31, 2024.
Cash flows The following table summarizes our cash flows for the periods presented: Year ended December 31, (In thousands) 2024 2023 Net cash provided by (used in): Operating activities $ 25,379 $ 5,281 Investing activities (82,974) (93,894) Financing activities (15,822) (41,812) Effect of exchange rate changes on cash, cash equivalents and restricted cash 4,532 (1,445) Net decrease in cash, cash equivalents and restricted cash $ (68,885) $ (131,870) Operating activities Net cash provided by operating activities for the year ended December 31, 2024 was $25.4 million including net loss of $6.0 million.
Cash flows The following table summarizes our cash flows for the periods presented: Year ended December 31, (In thousands) 2025 2024 Net cash provided by (used in): Operating activities $ (4,686) $ 25,379 Investing activities 10,117 (82,974) Financing activities (13,432) (15,822) Effect of exchange rate changes on cash, cash equivalents and restricted cash 109 4,532 Net decrease in cash, cash equivalents and restricted cash $ (7,892) $ (68,885) Operating activities Net cash used in operating activities for the year ended December 31, 2025 was $4.7 million.
General and administrative Year ended December 31, Change (In thousands, except percentages) 2024 2023 Amount % General and administrative $ 43,113 $ 43,972 $ (859) (2) % General and administrative expenses were $43.1 million for the year ended December 31, 2024 as compared to $44.0 million for the year ended December 31, 2023.
General and administrative Year ended December 31, Change (In thousands, except percentages) 2025 2024 Amount % General and administrative $ 58,936 $ 43,113 $ 15,823 37 % General and administrative expenses were $58.9 million for the year ended December 31, 2025 as compared to $43.1 million for the year ended December 31, 2024.
Known Trends, Events and Uncertainties Recent inflation trends may adversely affect our business and corresponding financial position and cash flows. Inflationary factors, such as increases in the cost of materials and supplies, labor and benefit costs and overhead costs may adversely affect our operating results.
Inflationary factors, such as increases in the cost of materials and supplies, labor and benefit costs and overhead costs may adversely affect our operating results.
Results of operations Comparison of the years ended December 31, 2024 and 2023 The results of operations presented below should be reviewed in conjunction with the consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K. 73 Table of Contents The following table sets forth our consolidated results of operations and comprehensive (loss) income data for the periods presented: Year ended December 31, (In thousands) 2024 2023 Revenue, net: Product $ 153,263 $ 156,717 Service 47,190 36,298 Total revenue, net 200,453 193,015 Cost of sales: Product 69,088 65,327 Service 20,259 18,262 Total cost of sales 89,347 83,589 Gross profit 111,106 109,426 Operating expenses: Research and development 39,402 44,151 Sales and marketing 49,114 49,148 General and administrative 43,113 43,972 Total operating expenses 131,629 137,271 Loss from operations (20,523) (27,845) Other income (expense): Interest income (expense), net (Notes 11, 12) 5,239 (2,071) Interest income 5,121 6,413 Other income, net 4,463 7,794 Total other income, net 14,823 12,136 Loss before income taxes (5,700) (15,709) Provision for (benefit from) income taxes 320 (3,561) Net loss $ (6,020) (12,148) Foreign currency translation adjustment, net of tax 1,193 (549) Unrealized gain (loss) on marketable securities 97 (29) Net comprehensive loss $ (4,730) $ (12,726) Total revenue, net Year ended December 31, Change (In thousands, except percentages) 2024 2023 Amount % Revenue, net Product $ 153,263 $ 156,717 $ (3,454) (2) % Service 47,190 36,298 10,892 30 % Total revenue, net $ 200,453 $ 193,015 $ 7,438 4 % Total revenue, net increased by $7.4 million, or 4%, for the year ended December 31, 2024 as compared to the year ended December 31, 2023.
Results of operations Comparison of the years ended December 31, 2025 and 2024 The results of operations presented below should be reviewed in conjunction with the consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K. 76 Table of Contents The following table sets forth our consolidated results of operations and comprehensive (loss) income data for the periods presented: Year ended December 31, (In thousands) 2025 2024 Revenue, net: Product $ 144,233 $ 153,263 Service 57,260 47,190 Total revenue, net 201,493 200,453 Cost of sales: Product 69,813 69,088 Service 27,220 20,259 Total cost of sales 97,033 89,347 Gross profit 104,460 111,106 Operating expenses: Research and development 36,468 39,402 Sales and marketing 49,440 49,114 General and administrative 58,936 43,113 Total operating expenses 144,844 131,629 Loss from operations (40,384) (20,523) Other income (expense): Interest income (expense), net (Notes 11, 12) (474) 5,239 Interest income 2,216 5,121 Other income, net 8,801 4,463 Total other income, net 10,543 14,823 Loss before income taxes (29,841) (5,700) Provision for (benefit from) income taxes 36,698 320 Net loss $ (66,539) (6,020) Foreign currency translation adjustment, net of tax 2,167 1,193 Unrealized gain (loss) on marketable securities 58 97 Net comprehensive loss $ (64,314) $ (4,730) Total revenue, net Year ended December 31, Change (In thousands, except percentages) 2025 2024 Amount % Revenue, net Product $ 144,233 $ 153,263 $ (9,030) (6) % Service 57,260 47,190 10,070 21 % Total revenue, net $ 201,493 $ 200,453 $ 1,040 1 % Total revenue, net increased by $1.0 million, or 1%, for the year ended December 31, 2025 as compared to the year ended December 31, 2024.
Expected term—Expected term represents the period that our stock-based awards are expected to be outstanding and is determined using the simplified method. 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.
Expected term—Expected term represents the period that our stock-based awards are expected to be outstanding and is determined using the simplified method. Risk-free interest rate—The risk-free interest rate is based on the U.S.
Although we do not believe that inflation has had a material impact on our financial position or results of operations to date, we may experience increases in the near future (especially if the rate of inflation increases) on our operating costs, including our labor costs and research and development costs.
Although we do not believe that inflation has had a material impact on our financial position or results of operations to date, we may experience increases in the near future (especially if the rate of inflation increases) on our operating costs, including our labor costs and research and development costs, due to inflationary pressures as well as supply chain constraints, consequences associated with future public health crises, the ongoing conflict between Russia and Ukraine, and the conflicts in the Middle East.
Year ended December 31, 2024 vs. 2023 2023 vs. 2022 (In thousands) 2024 2023 2022 Dollar Change Dollar Change Sales channel mix Direct sales channel $ 149,874 $ 147,169 $ 129,098 $ 2,705 $ 18,071 Distributor channel 50,579 45,846 34,938 4,733 10,908 Total revenue, net $ 200,453 $ 193,015 $ 164,036 $ 7,438 $ 28,979 Customer mix Academia and government $ 80,911 $ 82,145 $ 73,706 $ (1,234) $ 8,439 Biotechnology, pharmaceutical, distributor and CRO 119,542 110,870 90,330 8,672 20,540 Total revenue, net $ 200,453 $ 193,015 $ 164,036 $ 7,438 $ 28,979 Distributors typically sell to end customers identified in other customer categories.
Year ended December 31, 2025 vs. 2024 2024 vs. 2023 (In thousands) 2025 2024 2023 Dollar Change Dollar Change Sales channel mix Direct sales channel $ 146,668 $ 149,874 $ 147,169 $ (3,206) $ 2,705 Distributor channel 54,825 50,579 45,846 4,246 4,733 Total revenue, net $ 201,493 $ 200,453 $ 193,015 1040 $ 7,438 Customer mix Academia and government $ 84,763 $ 80,911 $ 82,145 $3,852 $ (1,234) Biotechnology, pharmaceutical, distributor and CRO 116,730 119,542 110,870 (2,812) $ 8,672 Total revenue, net $ 201,493 $ 200,453 $ 193,015 $1,040 $ 7,438 Distributors typically sell to end customers identified in other customer categories.
Finally, changes in the National Institute of Health policy with respect to grants for academic research, specifically, the reduction in indirect cost reimbursement, may impact our revenue from academic and government customers in the near term. Components of our results of operations Total revenue, net We currently generate our total revenue, net from product revenue and service revenue. Product .
Finally, changes in the U.S. National Institutes of Health (“NIH”) policy with respect to grants for academic research, specifically, the reduction in indirect cost reimbursement, has impacted and may continue to impact our revenue from academic and government customers in the near term.
The higher service gross margins in the year ended December 31, 2024 compared to the year ended December 31, 2023 were mainly driven by lower overhead costs as a percentage of sales due to higher revenue and greater overhead cost productivity, and lower material costs as a percentage of sales. 75 Table of Contents Operating expenses Research and development Year ended December 31, Change (In thousands, except percentages) 2024 2023 Amount % Research and development $ 39,402 $ 44,151 $ (4,749) (11) % Research and development expenses were $39.4 million for the year ended December 31, 2024 as compared to $44.2 million for the year ended December 31, 2023.
The higher service gross profit in the year ended December 31, 2025 compared to the year ended December 31, 2024 was driven by higher revenue, while higher headcount, overhead, and material costs as a percentage of service revenue contributed to lower service gross margin. 78 Table of Contents Operating expenses Research and development Year ended December 31, Change (In thousands, except percentages) 2025 2024 Amount % Research and development $ 36,468 $ 39,402 $ (2,934) (7) % Research and development expenses were $36.5 million for the year ended December 31, 2025 as compared to $39.4 million for the year ended December 31, 2024.
The decrease of $3.3 million was primarily due to higher realized and unrealized foreign exchange losses in 2024.
The increase of $4.3 million was primarily due to $3.6 million of realized and unrealized foreign exchange losses in 2024, compared to $0.7 million of gains in 2025.
Dividend yield— The expected dividend yield is zero as we have never declared or paid cash dividends and have no current plans to do so in the foreseeable future.
Treasury zero-coupon issued in effect at the time of grant for periods corresponding with the expected term of the option. 85 Table of Contents Dividend yield— The expected dividend yield is zero as we have never declared or paid cash dividends and have no current plans to do so in the foreseeable future.
The increase in cost of sales was driven by increases in product unit volume and service revenue, and was primarily due to increased material costs, increased service and manufacturing headcount and associated personnel cost, partially offset by lower warranty cost.
The increase in cost of sales was driven primarily by an increase in service revenue, and associated service material, headcount, and other overhead costs. Product cost of sales increased due to higher tariff costs and higher overhead costs resulting from transitioning a manufacturing facility overseas, offset by lower material costs as a result of lower instrument volume.
The decrease of $1.3 million in interest income was primarily the result of lower cash and cash equivalents and short term investment balances as compared to the year ended December 31, 2023. This was a result of the movement of assets from interest bearing accounts to marketable securities investment accounts which are classified as investment income rather than interest income.
The decrease of $2.9 million in interest income was primarily the result of a lower interest rate environment and lower cash and cash equivalents and short term investment balances as compared to the year ended December 31, 2024.
Total cost of sales, gross profit and gross margin Year ended December 31, Change (In thousands, except percentages) 2024 2023 Amount % Cost of sales: Product $ 69,088 $ 65,327 $ 3,761 6 % Service 20,259 18,262 1,997 11 % Total cost of sales $ 89,347 $ 83,589 $ 5,758 7 % Gross profit $ 111,106 $ 109,426 $ 1,680 2 % Gross margin 55 % 57 % Total cost of sales increased by $5.8 million, or 7%, for the year ended December 31, 2024 as compared to the year ended December 31, 2023.
Total cost of sales, gross profit and gross margin Year ended December 31, Change (In thousands, except percentages) 2025 2024 Amount % Cost of sales: Product $ 69,813 $ 69,088 $ 725 1 % Service 27,220 20,259 6,961 34 % Total cost of sales $ 97,033 $ 89,347 $ 7,686 9 % Gross profit $ 104,460 $ 111,106 $ (6,646) (6) % Gross margin 52 % 55 % Total cost of sales increased by $7.7 million, or 9%, for the year ended December 31, 2025 as compared to the year ended December 31, 2024.
We also incurred non-cash stock-based compensation expense, depreciation and amortization, amortization of right-of-use assets, and interest expenses for accretion of the legal settlement liabilities and provision for excess and obsolete inventory of $22.0 million, $6.0 million, $3.2 million, $1.6 million, and $1.5 million respectively. We had gain on investment accretion and amortization of $6.7 million.
The primary factors affecting our operating cash flows during the period were our net loss of $6.0 million, impacted by our non-cash charges of $23.7 million, primarily consisting of stock-based compensation expense of $26.8 million, depreciation and amortization of $7.2 million, amortization of right-of-use assets of $3.3 million, and provision for excess and obsolete inventory of $1.6 million respectively, partially offset by interest expenses for accretion of the legal settlement liabilities of $7.2 million, gain on investment accretion and amortization of $5.2 million, and deferred income taxes of $2.9 million.
Beginning in 2023, net stock repurchases are subject to the excise tax. As of December 31, 2024, we have accrued $0.4 million excise taxes related with our stock repurchases.
As of December 31, 2025, we have accrued $0.1 million excise taxes related with our stock repurchases.
Investing activities Net cash used in investing activities during the year ended December 31, 2024 was $83.0 million driven by purchases of marketable securities of $274.1 million, the purchase of the Cytometric Engineering Ltd. (d.b.a.
Investing activities Net cash provided by investing activities during the year ended December 31, 2025 was $10.1 million driven by proceeds from maturities of marketable securities of $292.2 million, and proceeds from sales of property and equipment of $0.3 million, partially offset by purchases of marketable securities of $278.2 million, purchases of property and equipment of $4.1 million. 82 Table of Contents Net cash used in investing activities during the year ended December 31, 2024 was $83.0 million driven by purchases of marketable securities of $274.1 million, purchases of property and equipment of $3.5 million, the purchase of the Cytometric Engineering Ltd.
Cash provided included an increase in deferred revenue of $6.5 million, a decrease of inventories of $4.3 million, an increase in accrued expenses and other liabilities of $0.7 million.
These amounts were partially offset by cash provided from changes in our operating assets and liabilities of an increase in deferred revenue of $3.6 million, and a decrease of accrued expenses and other liabilities of $4.0 million, and an increase in trade accounts payable of $0.4 million.
Year ended December 31, Change (In thousands, except percentages) 2024 2023 Amount % Product: Revenue $ 153,263 $ 156,717 $ (3,454) (2) % Cost of sales 69,088 65,327 3,761 6 % Product gross profit $ 84,175 $ 91,390 $ (7,215) (8) % Gross margin 55 % 58 % Service: Revenue $ 47,190 $ 36,298 $ 10,892 30 % Cost of sales 20,259 18,262 1,997 11 % Service gross profit $ 26,931 $ 18,036 $ 8,895 49 % Gross margin 57 % 50 % Product revenue for the year ended December 31, 2024 decreased by 2%, as compared to the year ended December 31, 2023.
Year ended December 31, Change (In thousands, except percentages) 2025 2024 Amount % Product: Revenue $ 144,233 $ 153,263 $ (9,030) (6) % Cost of sales 69,813 69,088 725 1 % Product gross profit $ 74,420 $ 84,175 $ (9,755) (12) % Gross margin 52 % 55 % Service: Revenue $ 57,260 $ 47,190 $ 10,070 21 % Cost of sales 27,220 20,259 6,961 34 % Service gross profit $ 30,040 $ 26,931 $ 3,109 12 % Gross margin 52 % 57 % Product revenue for the year ended December 31, 2025 decreased by 6% as compared to the year ended December 31, 2024.
See Note 11 to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for further details on the legal settlement liability. 76 Table of Contents Interest income Year ended December 31, Change (In thousands, except percentages) 2024 2023 Amount % Interest income $ 5,121 $ 6,413 $ (1,292) (20) % Interest income was $5.1 million and $6.4 million for the years ended December 31, 2024 and 2023, respectively.
The $5.7 million decrease in interest income was primarily due to a benefit of $5.3 million change in estimate to the royalty settlement liability with BD. See Note 11 to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for further details on the legal settlement liability.
This was partially offset by an increase of trade accounts receivable of $7.3 million, an increase in prepaid expenses and other assets of $9.5 million, a decrease in the legal settlement of $0.3 million, and a decrease of operating lease liabilities of $3.1 million, and a decrease of trade accounts payables of $1.8 million.
The cash used in changes in our operating assets and liabilities of $4.8 million were primarily due to an increase of inventories of $5.2 million, a decrease of operating lease liabilities of $4.1 million, and a decrease in the legal settlement liability of $1.1 million, and an increase in prepaid expenses and other assets of $2.7 million.
The repurchased shares of common stock were retired. The repurchase program expired on December 31, 2024. 78 Table of Contents Under these two repurchase programs, the Company has purchased an aggregate of 10,585,404 shares of its outstanding common stock for a total cost of approximately $65.5 million at an average price per share of $6.19.
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 as of December 31, 2025. On August 16, 2022, the Inflation Reduction Act of 2022 (the “IRA”) was signed into law.
The acquired FCI Business includes conventional flow and image-based flow cytometry instrumentation and related products and services (the “FCI Products”), which provide insights into all facets of cellular phenotypes and morphology.
In addition to our FSP product portfolio, pursuant to an acquisition in February 2023, we offer conventional flow and image-based flow cytometry instrumentation and related products and services under the Amnis ® and Guava ® brands, which provide insights into all facets of cellular phenotypes and morphology.
The lower product gross margins in the year ended December 31, 2024 compared to the year ended December 31, 2023 were driven by higher material costs, less favorable instrument product mix and higher production overhead costs.
The lower product gross margins in the year ended December 31, 2025 compared to the year ended December 31, 2024 were primarily due to higher tariffs costs as well as higher production overhead costs related to transitioning a manufacturing facility overseas.
The decrease was primarily driven by less revenue contribution in 2024 from the FCI Products, upgrades, and loaders. Unit volumes increased 8.5% for spectral and imaging products, including the Aurora and Northern Lights analyzers, Aurora CS cell sorters and Amnis imaging systems.
The decrease was primarily driven by a decline in instrument revenue offset by growth in reagent revenue. Unit volumes decreased 6.0% for spectral and imaging products, including the Cytek Aurora, Northern Lights, Aurora CS and ImageStream systems.
We had gain on investment accretion and amortization of $5.2 million, and interest expenses for accretion of the legal settlement liabilities $7.2 million, and deferred income taxes of $2.9 million. Cash provided included an increase in deferred revenue of $3.7 million, a decrease of inventories of $14.8 million and an increase in trade accounts payable of $2.6 million.
The cash provided by changes in our operating assets and liabilities of $7.7 million were primarily due to a decrease of inventories of $14.8 million, an increase in deferred revenue of $3.7 million, and a decrease of trade accounts payables of $2.6 million.
This was offset by lower average selling prices. 74 Table of Contents Service revenue increased by $10.9 million, or 30%, to $47.2 million, for the year ended December 31, 2024 as compared to the year ended December 31, 2023.
Service revenue increased by $10.1 million, or 21%, to $57.3 million, for the year ended December 31, 2025 as compared to the year ended December 31, 2024.
We believe these factors contributed to longer sales cycles, which adversely impacted our operating results for the three months and full year ended December 31, 2024, and may adversely affect our operating results in the future.
We believe these factors contributed to longer sales cycles, which adversely impacted our operating results for the three months and full year ended December 31, 2025, and may adversely affect our operating results in the future. 74 Table of Contents The U.S. government has made and continues to signal additional changes to existing U.S. trade policies, including imposing and announcing plans for tariffs on all U.S. trading partners including China, and renegotiating or potentially terminating existing bilateral and multi-lateral trade agreements.
Net cash used in operating activities for the year ended December 31, 2023 was $5.3 million including net income of $12.1 million.
Net cash provided by operating activities for the year ended December 31, 2024 was $25.4 million.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changePlease see the section entitled “Management's Discussion and Analysis of Financial Condition and Results of Operations— Non-GAAP Financial Measure” for a presentation of revenue on a constant currency basis, which provides information regarding our operating performance excluding the effects of foreign currency volatility. 83 Table of Contents
Biggest changePlease see the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations— Non-GAAP Financial Measure” for a presentation of revenue on a constant currency basis, which provides information regarding our operating performance excluding the effects of foreign currency volatility. 86 Table of Contents
Interest rate risk The market risk inherent in our financial instruments and in our financial condition represents the potential loss arising from adverse changes in interest rates or exchange rates. As of December 31, 2024, we had cash and cash equivalents of $98.7 million, which consisted primarily of money market funds and bank deposits.
Interest rate risk The market risk inherent in our financial instruments and in our financial condition represents the potential loss arising from adverse changes in interest rates or exchange rates. As of December 31, 2025, we had cash and cash equivalents of $90.9 million, which consisted primarily of money market funds and bank deposits.

Other CTKB 10-K year-over-year comparisons