CTKB 10-K & 10-Q changes, risk factors and insider trading

•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 LightsLights, andCytek 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, other than our agreement with Coherent NA, Inc. (“Coherent”), we do not currently have long-term supply contracts with our sole and single source suppliers of key components. As 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.

•International operations and expansion of our international business exposesexpose us to business, regulatory, political, operational, financial and economic risks associated with doing business outside of the United States.

•Our business is dependent on adoption of our products by academic and government institutions, clinicalcontract research organizations (“CROs”), pharmaceutical companies and clinical laboratories for their research and development activities focused on cell analysis. 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.

•We have identified material weaknesses in our internal control over financial reporting. If we are unable to remediate these material weaknesses, or if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations.

•Concentration of ownership of our common stock among our executive officers, directors, and principal stockholders and their respective affiliates may prevent new investors from influencing significant corporate decisions. Based on shares outstanding as of December 31, 2024, our executive officers, directors, holders of 5% or more of our common stock and their respective affiliates (based on filings with the U.S. Securities and Exchange Commission (the “SEC”)), in the aggregate, own approximately 44.8% of our common stock.

We have a limited operating history and may encounter unforeseen expenses, difficulties, complications, delays and other known and unknown obstacles. We launched our first core commercial product, the Cytek Aurora system, in June 2017. Our Cytek Northern Lights system was commercially launched in October 2018, andour ourCytek Aurora CS system was first commercially shipped in June 2021.2021, and we launched our Cytek Aurora Evo system in May 2025. Our limited commercial and operating history makes it difficult to evaluate our current business and predict our future performance. Although we have experienced significant revenue growth in prior periods, any assessment of our future revenue, profitability or prediction about our future success or viability is subject to significant uncertainty. We have encountered in the past, and will encounter in the future, risks and uncertainties frequently experienced by growing companies with limited operating histories in emerging and rapidly changing industries, including scaling up our infrastructure and headcount. If our assumptions regarding these risks and uncertainties, which we use to plan and operate our business, are incorrect or change, or if we do not address these risks successfully, our results of operations could differ materially from our expectations, and our business, financial condition and results of operations could be materially and adversely affected.

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 LightsLights, Cytek Aurora CS, and Cytek Aurora CSEvo systems, which require a substantial sales cycle and are prone to quarterly fluctuations in revenue.

Sales of the Cytek Aurora, Northern LightsLights, Cytek Aurora CS, and Cytek Aurora CSEvo systems together accounted for a substantial portion of our revenue for the periods presented in this Annual Report on Form 10-K. We expect that, for at least the foreseeable future, sales of our Cytek Aurora, Northern LightsLights, Cytek Aurora CS, and Cytek Aurora CSEvo 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. 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 LightsLights, Cytek Aurora CS, and Cytek Aurora CSEvo systems are expected to continue to comprise a significant component of our revenue. Additionally, we experience seasonality in our business, with revenue in the fourth quarter typically being higher as a result of higher sales volume. Quarterly fluctuations may make it difficult for us to predict our future operating results. Consequently, comparisons of our operating results on a period-to-period basis may not be meaningful. Investors should not rely on our past results as an indication of our future performance.

We have sourced and will continue to source certain components of the Cytek Aurora, Cytek Northern LightsLights, Cytek Aurora CS, and Cytek Aurora CSEvo systems from a limited number of suppliers and, in some cases, sole source suppliers. Key components in our products that are supplied by sole or single source suppliers include certain lasers and semiconductors that are used in our optical, electrical and fluidic subassemblies. On August 25, 2021, we and Cytek (Wuxi) Biosciences Co., Ltd, our Wuxi, China subsidiary,subsidiary (“Cytek Wuxi”), entered into a Supply Agreement with Coherent NA, Inc. and certain of its affiliates (collectively, “Coherent”), which was amended on August 12, 2025 by Contract Amendment No. 1 (as amended, the “Coherent Agreement”) withto Coherent.extend the term, update pricing, and add our Singapore subsidiary, Cytek Biosciences Pte. Ltd. (“Cytek Singapore”), as a party to the agreement. Pursuant to the Coherent Agreement, Coherent has agreed to sell and supply to usus, Cytek Wuxi, and Cytek Wuxi,Singapore, on a non-exclusive basis, laser products manufactured by Coherent. WeWe, Cytek Wuxi, and Cytek WuxiSingapore provide Coherent with rolling forecasts of our and Cytek Wuxi’s anticipated orders, which are non-binding. Purchase orders submitted by usus, Cytek Wuxi, and Cytek WuxiSingapore pursuant to 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, we believe we are not a major customer to most of our suppliers. Our 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. While we are in the process of qualifyingidentifying 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. Moreover, in the event that we transition to a new supplier, particularly from any of our single source suppliers, doing so could be time-consuming and expensive, may result in interruptions in our ability to supply our products to the market and could affect the performance of our products, resulting in increased costs and negative customer perception.

Although we believe that we have stable relationships with our existing suppliers, we cannot assure you that we will be able to secure a stable supply of components materials going forward. In the event that any adverse developments occur with our suppliers, in particular for those products that are sole-sourced, or if any of our suppliers modifies any of the components they supply to us, our ability to supply our products may be temporarily or permanently interrupted. Obtaining substitute components could be difficult, timetime- and resource-consuming and costly. Also, there can be no assurance that we will be able to secure a supply of alternative components at reasonable prices without experiencing interruptions in our business operations. In addition, we cannot assure you that our suppliers have obtained and will be able to obtain or maintain all licenses, permits and approvals necessary for their operations or comply with all applicable laws and regulations, and failure to do so by them may lead to interruption in their business operations, which in turn may result in shortages of components supplied to us.

International operations and expansion of our international business exposesexpose us to business, regulatory, political, operational, financial and economic risks associated with doing business outside of the United States.

We currently have significant international operationsoperations, and our business strategy incorporates further international expansion. We currently maintain relationships with distributors and suppliers outside of the United States and may in the future enter into new distributor and supplier relationships outside of the United States. In addition, we currently have manufacturing operations in the United States, China and Singapore. Doing business internationally involves a number of risks, including:

•natural disasters, political and economic instability, including wars, terrorism and political unrest such as the ongoing war in Ukraine, conflictconflicts in the Middle East, outbreak of disease, boycotts, curtailment of trade and other business restrictions; and

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. Given the timing, theThe impact of the new license requirements is difficult to quantify, and it may be challenging for us to manage our international operations and accurately forecast our operating results due to these requirements. For more information, please see “Our results of operations will be harmed if we are unable to accurately forecast customer demand for our products and manage our inventory” above.

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 facilitiesfacility in Seattle, Washington and Singapore, and reagents at our facility in San Diego, California. To manufacture our products in the quantities that we believe will be required to meet the currently anticipated market demand beyond the next several years, we will need to increase manufacturing capacity, which will involve significant challenges and may require additional quality controls and regulatory approvals. We may not successfully complete any required increase to existing manufacturing capacity in a timely manner, or at all.

•decreases in government funding of research and developmentdevelopment, including any reductions in funding to the U.S. National Institutes of Health (“NIH”);

In addition, various state, federal and foreign agencies that providehave traditionally provided grants and other funding for basic research, research and development, and clinical testing have been and may be subject to further stringent budgetary constraints that could result in spending reductions, reduced grant making, reduced allocations or budget cutbacks, including as a result of negative or worsening conditions in the general economy, which could jeopardize the ability of these customers, or the customers to whom they provide funding, to purchase our solutions. Recent U.S. government actions have included, among other things, suspending, terminating and withholding of disbursements of funds owed under ongoing contracts, grants, and other financial assistance agreements; declining to continue multi-year research projects for additional annual budget periods; canceling or delaying solicitations for new contract, grant and other financial assistance awards; canceling or delaying proposal evaluation processes and issuance of such new awards; substantially reducing federal agency staff responsible for managing contract and financial assistance programs; eliminating agency information and resources for facilitating research activity; delaying or terminating federal agency procedures for authorizing international transactions; initiating aggressive enforcement actions that may disrupt the operations of major research universities that are significant contributors to life sciences research in the United States., and threatening access to federal agency contracts and other funding awards based on companies’ otherwise lawful corporate policies and choice of counsel. For example, congressionalthe appropriationsTrump Administration is seeking to reduce research funding by the NIH for medical research. If the funding is reduced for studies related to the Nationalmedical Institutesindications ofon Healthwhich (thewe “NIH”)are focused or on which researchers were or may experiencehave occasionalbeen year-over-yearconsidering decreasesapplying infor appropriations.federal grants, our research and development initiatives could be delayed or otherwise affected. There is no guarantee that NIH appropriations will not decrease or halt in the future. A decrease in the amount of or halt of, or delay in the approval of, appropriations to NIH or other similar United States or foreign organizations, such as the Medical Research Council in the United Kingdom, could result in fewer grants benefiting life sciences research. These reductions or delays could also result in a decrease in the aggregate amount of grants awarded for life sciences research or the redirection of existing funding to other projects or priorities, any of which in turn could cause our customers and potential customers to reduce or delay purchases of our solutions. Our operating results may fluctuate substantially due to any such reductions and delays. Any decrease in our customers’ budgets or expenditures, or in the size, scope or frequency of their capital or operating expenditures, could materially and adversely affect our business, operating results and financial condition.

We face significant competition in the cell analysis and life sciences tools markets. We currently compete with both established and early stage life sciences and in vitro diagnostics companies that design, manufacture and market flow cytometry instruments, accessories, consumables and software for cell analysis and/or provide services related to the same. 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.Scientific, and Waters Corporation. Our target customers may also elect to develop their workflows using other technologies rather than implementing our platformplatform, or existing customers may decide to stop using our platform. In addition, there are many large, established companies in the life sciences tools market that could develop instruments or other products that will compete with us in the future.

We currently sell our products primarily in the cell analysis market, which is characterized by significant enhancements and evolving industry and regulatory standards. As a result, our customers’ needs are rapidly evolving. If we do not appropriately innovate and offer our customers comprehensive solutions and otherwise invest in new technologies, our offerings may become less desirable in the markets we serve, and our customers could move to new technologies offered by our competitors or make products themselves. Without the timely introduction of new instruments, accessories, consumables, software, services and enhancements, our offerings may become less competitive over time, in which case our competitive position and operating results could suffer. Accordingly, we focus significant efforts and resources on the development and identification of new products and applications to further drive adoption of our platform. To the extent we fail to timely introduce new and innovative products, offer enhancements to our existing products, or adequately predict 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.

We believe our products have potential applications across a wide range of markets and we have targeted certain markets in which we believe our technology has significant advantages, or for which we believe we have a higher probability of success or revenue opportunity. For example, we are committed to developing our platform’s applications within the clinical market,market andand, in particular, within disease detection, diagnosis, and treatment monitoring. We seek to maintain a process of prioritization and resource allocation among our programs to maintain a balance between advancing near-term opportunities and exploring additional markets and use cases for our technology. However, due to the significant resources required for the development of products or services for new markets, we must make decisions on which markets to pursue and the amount of resources to allocate to each. 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. Similarly, our potential decisions to delay, terminate or collaborate with third parties in respect of certain markets may subsequently also prove to be suboptimal and could cause us to miss valuable opportunities. In particular, if we are unable to accelerate adoption of our Full Spectrum Profiling (“FSP”) solutions, it could slow or stop our business growth and negatively impact our business, financial condition, results of operations and prospects.

Our success depends on our ability to provide reliable, high qualityhigh-quality products that enable high-content and high-sensitivity cell analysis through flexible, efficient and cost-effective solutions. Our instruments are complex in design and involve a highly complex and precise manufacturing process. As a result of the technological complexity of our systems, changes in our or our suppliers’ manufacturing processes or the inadvertent use of defective materials by us or our suppliers could result in an adverse effect on our ability to achieve acceptable manufacturing yields and product reliability. To the extent that we do not achieve and maintain our projected yields or product reliability, our business, operating results, financial condition and customer relationships would be adversely affected. We provide warranties on a majority of our product sales, and reserves for estimated warranty costs are recorded during the period of sale. The determination of such reserves requires us to make estimates of failure rates and expected costs to repair or replace the products under warranty. We typically establish warranty reserves based on historical warranty costs for each product line. 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.

We currently rely on third-party vendors for our shipping. If we are not able to negotiate acceptable pricing and other terms with these entities or they experience performance problems or other difficulties, it could negatively impact our operating results and our customers’ experience. Additionally, our manufacturing operations in Fremont and San Diego, California,California; Seattle, Washington,Washington; Wuxi, China,China; and Singapore require 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. We experienced shipping delays and difficulties due to the COVID-19 pandemic and may again experience such delays or difficulties due to future pandemics, other infectious disease outbreaks or natural disasters. Moreover, there is no guarantee that our systems will not become damaged or lost in transit, and we have experienced, and expect to continue to experience, delivery difficulties. If a system is damaged in transit, it may result in a substantial delay in the fulfillment of the customer’s order, and depending on the type and extent of the damage and whether the incident is covered by insurance, it may result in customer dissatisfaction and a substantial financial loss for us. If our products are not delivered in a timely fashion or are lost during the delivery process, our customers could also become dissatisfied and cease using our products or services, which would adversely affect our business, financial condition, results of operations and prospects. Additionally, delays in shipping could have an adverse impact on our ability to recognize revenue in a timely manner, which could have an adverse impact on our quarterly results of operations.

We rely on a significant base of peer-reviewed publications to showcase and validate the importance and application of our technology in academic and clinical research settings. As of December 31, 2024,2025, there have been more than 2,3003,500 peer-reviewed articles published relating to our FSP products since our first commercial launch in 2017, including many published in prominent journals, using data generated by our technology across a wide range of key scientific research areas, including immunology and inflammation, infectious diseases, immuno-oncology, oncology and others. We believe that expanding the base of these publications, and otherwise developing and maintaining awareness of our brand in a cost-effective manner is critical to achieving broad acceptance of our solutions and attracting new customers. Such publications and other brand promotion activities may not generate customer awareness or increase revenue and, even if they do, any increase in revenue may not offset the costs and expenses we incur in building our brand. If we fail to successfully promote, maintain and protect our brand, we may fail to attract or retain the customers necessary to realize a sufficient return on our brand-building efforts, or to achieve the widespread brand awareness that is critical for broad customer adoption of our solutions.

Many of the other cell analysis technology companies that we compete against for qualified personnel have greater financial and other resources, different risk profiles and a longer history in the industry than we do. They may also provide more diverse opportunities, better chances for career advancement and higher compensation. Some of these characteristics are more appealing to high qualityhigh-quality candidates than what we can offer. Further, if we hire employees from competitors or other companies, their former employers may attempt to assert that these employees or we have breached legal obligations, resulting in a diversion of our time and resources and, potentially, damages.

As of December 31, 2024,2025, we had 648702 full-time employees. As our sales and marketing strategies develop, we expect to need additional managerial, operational, sales, marketing, financial and other personnel. Future growth would impose significant added responsibilities on members of management, including:

We have identified material weaknesses in our internal control over financial reporting. If we are unable to remediate these material weaknesses, or if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations.

In connection with our financial statement close process for the year ended December 31, 2024, we identified deficiencies in the control environment and control activities components of the Committee of Sponsoring Organizations (“COSO”) framework that constitute material weaknesses, either individually or in the aggregate. These included deficiencies in the control environment, as well as deficiencies related to control activities related to (i) selecting and developing control activities that contribute to the mitigation of risks and support achievement of objectives; (ii) selecting and developing general control activities over technology to support the achievement of objectives; and (iii) deploying control activities through policies that establish what is expected and procedures that put policies into action and relate to substantially all financial statement accounts and disclosures. SeeWhile the sectionidentified entitledmaterial “Itemweaknesses 9A.were Controlsremediated andin Procedures”fiscal foryear 2025, we cannot provide assurance that we will not identify additional information.material weaknesses in future periods or that we will be successful in remediating any future significant deficiencies or material weaknesses in internal control over financial reporting.

We cannotare be certain that the measures we have takencontinuing to date,develop and actions we may take in the future, will be sufficient to remediate the control deficiencies that led torefine our materialdisclosure weaknesses in ourcontrols, internal control over financial reporting orand other procedures that theyare willdesigned preventto orensure avoidinformation potentialrequired futureto materialbe weaknesses.disclosed by us in our consolidated financial statements and in the reports that we file with the SEC is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and information required to be disclosed in reports under the Exchange Act is accumulated and communicated to our principal executive and financial officers. Our current controls and any new controls we develop may become inadequate, including due to changes in our business and business conditions. Additionally, to the extent we acquire other businesses, the acquired company may not have a sufficiently robust system of internal controls and we may uncover new deficiencies as part of integration. We currently do not have an internal audit group, and we willmay need to hire additional accounting and finance staff and consultants with appropriate public company experience and technical accounting knowledge to remediateappropriately themaintain controleffective deficiencies.internal controls over financial reporting. If we identify any additional material weaknesses or are unable to successfully remediate our existing or any future material weaknesses in our internal control over financial reporting, or identify any additional material weaknesses, the accuracy and timing of our financial reporting may be negatively impacted, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition toand applicable stock exchange listing requirements, investors may lose confidence in our financial reporting, and our stock price may decline as a result.result; Foradditionally, example, we required additional time to complete our financial closing procedures and ensure appropriate accounting of various intercompany transactions and accruals at the endany of the quarterforegoing endedcould Septemberrestrict 30,our 2023.future access to the capital markets. In addition,prior weperiods, required additional time to complete our financial closing procedures as of the end of period ending December 31, 2023 due to a lack of internal accounting resources, resulting in a delay in obtaining and compiling required information. Accordingly, we were not able to complete the preparation, review and filing of our Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, and our Annual Report on Form 10-K for the year ended December 31, 2023, within the prescribed time period without unreasonable effort or expense. Suchcertain filings were timely made on or prior to the prescribed due date pursuant to FormRule 12b-25, withand adjustments were made to certain line items in the related financial statements with respect to such Annual Report.statements.

In addition, our ability to raise additional funds may be adversely impacted by potential worsening global economic conditions and the disruptions to, and volatility in, the credit and financial markets in the United States and worldwide resulting from geopolitical tensions, such as the ongoing war in Ukraine, conflictconflicts in the Middle East, government actions implemented as a result of either of the foregoing, as well as tensions with, and economic uncertainty in, China, inflation, rising interest rates and liquidity concerns at, and failures of, banks and other financial institutions. The global economy, including credit and financial markets, has experienced extreme volatility and disruptions, including severely diminished liquidity and credit availability, declines in economic growth, increases in inflation rates, higher interest rates and uncertainty about economic stability. If the equity and credit markets further deteriorate, or do not improve, it may make any necessary debt or equity financing more difficult, more costly and more dilutive. If we are unable to raise additional capital in sufficient amounts or on terms acceptable to us, we may have to significantly delay, scale back or discontinue the development, manufacturing or commercialization of our products, or other research and development initiatives. If this were to occur, our ability to grow and support our business and to respond to market challenges could be significantly limited, which could have an adverse effect on our business, financial condition and results of operations.

•the rate at which we grow our sales force and the speed at which newly-hirednewly hired salespeople become effective;

Within the life sciences technology market, flow cytometry technologies currently provide solutions largely within cell proliferation, cell counting, cell identification, cell quality control and single-cell applications. However, we believe that the enhanced capabilities of our FSP platform hashave 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. In the United States, our products are currently labeled and promoted, and are, and in the near-future are expected to continue to be, sold primarily to academic and research institutions and biopharmaceutical companies as research use only products for non-diagnostic and non-clinical purposes, and are not currently designed, or intended to be used, for clinical diagnostic tests. 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. Our ability to penetrate the clinical markets in the United States will depend in part on our ability to receive 510(k) clearance, de novo classification, or approval of a pre-market approval application from the FDA. Further, we believe our differentiated platform will enable us to expand the use of cell analysis into new markets, well beyond current applications addressed by prior flow cytometry technologies and other cell analysis technologies. If the actual number of customers who would benefit from our products, the price at which we can sell products or the annual addressable market for our products is smaller than we have estimated, it may impair our sales growth and have an adverse impact on our business, financial condition and results of operations.

WeIn the ordinary course of our business, we and the third parties with whom we work, collect, use, store, safeguard, disclose, share, transfer, secure and otherwise process (collectively, “Process” or “Processing”) proprietary, confidential and sensitive data, including personal information (such as key-coded data, health information and other special categories of personal information), intellectual property, trade secrets and proprietary business information owned or controlled by ourselves, our customers and other parties (collectively, “Sensitive Information”), and, as a result, we and the third parties upon whom we rely face a variety of evolving threats, which have in the past and could in the future cause security incidents. Cyber-attacks, malicious internet-based activity, online and offline fraud, and other similar activities threaten the confidentiality, integrity, and availability of our Sensitive Information and information technology systems, and those of the third parties with whom we work. 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. Some actors now engage and are expected to continue to engage in cyber-attacks, including without limitation, nation-state actors for geopolitical reasons and in conjunction with military conflicts and defense activities. During times of war and other major conflicts, we and the third parties with whom we work are vulnerable to a heightened risk of these attacks, including cyber-attacks, that could materially disrupt our systems and operations, supply chain, and ability to produce, sell and distribute our goods and services. 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,intelligence (“AI”), and other similar threats. In particular, severe ransomware attacks, including those perpetrated by organized criminal threat actors, nation-states, and nation-state-supported actors, are becoming increasingly prevalent and severe and such an attack has led to, and in the future such attacks can lead toto, significant interruptions in our operations,operations and/or ability to provide our products or services, loss of Sensitive Information and income, reputational harm, and/or diversion of funds. Extortion payments may alleviate the negative impact of a ransomware attack, but we may be unwilling or unable to make such payments due to, for example, applicable laws or regulations prohibiting such payments. Additionally, employees working from home, while in transit and in public locations posespose increased risks to our information technology systems and data when utilizing network connections, computers, and devices outside our premises or network.

In addition to experiencing a security incident, third parties may gather, collect, or infer Sensitive Information about us from public sources, data brokers, or other means that reveal competitively sensitive details about our organization and could be used to undermine our competitive advantage or market position. Our sensitive information or sensitive information of our customers could also be leaked, disclosed, or revealed as a result of or in connection with our employees',employees’ personnel’s, or vendors'vendors’ use of generative artificial intelligence (“AI”) technologies. Furthermore, future or past business transactions (such as acquisitions or integrations) could expose us to additional cybersecurity risks and vulnerabilities, as our systems could be negatively affected by vulnerabilities present in acquired or integrated entities’ systems and technologies. We may discover security issues that were not found during due diligence of such acquired or integrated entities, and it may be difficult to integrate companies into our information technology environment and security program.

While we have implemented security measures designed to protect against security incidents, there can be no assurance that these measures will be effective. We take steps designed to detect, mitigate and remediate vulnerabilities in our information security systems (such as our hardware and/or software, including that of third parties with whom we work), but have not, and we may not bein ablethe tofuture, detect, mitigate, and remediate all such vulnerabilitiesvulnerabilities, including on a timely basis. Further, we have, and may in the future, experience delays in developing and deploying remedial measures and patches designed to address identified vulnerabilities. Vulnerabilities could be exploited and result in a security incident.

Any of the previously identified or similar threats could cause (and have in the past caused) a security incident or other interruption that could result, and in certain cases in the past has resulted, in unauthorized, unlawful, or accidental acquisition, modification, destruction, loss, alteration, encryption, disclosure of, or access to our Sensitive Information or our information technology systems, or those of the third parties with whom we work. For example, in November 2025, we became aware of a security incident that affected certain of our Sensitive Information, including employee personal information. A security incident or other interruption could disrupt our ability (and that of third parties with whom we work) to provide our platform.products and services. We expend significant resources and may modify our business activities in an effort to protect against security incidents. Certain data privacy and security obligations may require us to implement and maintain specific security measures, industry-standard or reasonable security measures to protect our information technology systems and Sensitive Information.

Applicable data privacy and security obligations may require us, or we may voluntarily choose, to notify relevant stakeholders of security incidents, including affected individuals, customers, regulators and investors, or to take other actions, such as providing credit monitoring and identity theft protections services.services, and have done so in the past. Such disclosures and related actions can be costly, and the disclosures or the failure to comply with applicable requirements could lead to adverse consequences. If we (or a third party with whom we work) experience a security incident or are perceived to have experienced a security incident, we may experience material adverse consequences, such as government enforcement actions (for example, investigations, fines, penalties, audits, and inspections); additional reporting requirements and/or oversight; restrictions on processing data (including personal information); litigation (including class claims); indemnification obligations; negative publicity; reputational harm; monetary fund diversions; diversion of management'smanagement’s attention; interruptions in our operations (including availability of data); financial loss; and other similar harms. Security incidents and attendant material consequences may cause customers to stop using our products and services, deter new customers from purchasing our products and services, and negatively impact our ability to grow and operate our business.

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. Should our manufacturing facilities or the facilities of our suppliers be damaged or destroyed by natural or man-made disasters, such as earthquakes, fires or other events, or should events such as political unrest unfold, it could take months to relocate or rebuild, during which time our manufacturing and the operations of our suppliers would cease or be delayed and our products may be unavailable. Moreover, the use of a new facility or new manufacturing, quality control, or environmental control equipment or systems generally requires FDA review and approval. Because of the time required to authorize manufacturing in a new facility under FDA and non-U.S. regulatory requirements, we may not be able to resume production on a timely basis even if we are able to replace production capacity in the event we lose our manufacturing capacity. The inability to perform our manufacturing activities, combined with our limited inventory of materials and components and manufactured products, or the inability of our suppliers to continue their operations, may cause us to be unable to meet customer demand or harm our reputation, and we may be unable to reestablish relationships with such customers in the future. 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.

Currently, our Northern Lights-CLC system is available for clinical use in only China and the European Union. Our Cytek AuroraAurora, Cytek Northern Lights, and NorthernCytek LightsAurora Evo systems are otherwise available to customers as research use only (“RUO”) products. RUO products are regulated by the FDA as medical devices. Although medical devices are subject to stringent FDA oversight, products that are intended for RUO and are labeled as RUO are exempt from compliance with most FDA requirements, including premarket clearance or approval, manufacturing requirements and others. A product labeled RUO but which is actually intended for clinical diagnostic use may be viewed by the FDA as adulterated and misbranded under the Federal Food, Drug, and Cosmetic Act (“FDCA”), and subject to FDA enforcement action. 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 could disagree with our assessment that our products are properly marketed as RUOs, or could conclude that products labeled as RUO are actually intended for clinical diagnostic use, and could take enforcement action against us, including requiring us to stop distribution of our products until we are in compliance with applicable regulations, which would reduce our revenue, increase our costs and adversely affect our business, prospects, results of operations and financial condition. In the event that the FDA requires us to obtain marketing authorization of our RUO products in the future, there can be no assurance that the FDA will grant any clearance or approval requested by us in a timely manner, or at all.

As part of our growth strategy, we plan to seek approval to offer one or more of our Cytek Aurora and Northern Lights systems for clinical use in the United States and/or in other countries. In the United States, before we can market a new medical device, or a new use of, new claim for or significant modification to an existing product, we must first receive either clearance under Section 510(k) of the FDCA, or approval of a premarket approval application from the FDA, unless an exemption applies. The process of obtaining approval or clearance from the FDA for new products, or with respect to enhancements or modifications to existing products, could take a significant period of time, require the expenditure of substantial resources, involve rigorous pre-clinical and clinical testing, require changes to products or result in limitations on the indicated uses of products. There can be no assurance that we will receive the required approvals or clearances for any new products or for modifications to our existing products on a timely basis or that any approval or clearance will not be subsequently withdrawn or conditioned upon extensive post-market study requirements. Moreover, even if we receive FDA clearance or approval of new products or modifications to existing products, we will be required to comply with extensive regulations relating to the development, research, clearance, approval, distribution, marketing, advertising and promotion, manufacture, adverse event reporting, recordkeeping, import and export of such products, which may substantially increase our operating costs and have a material impact on our business, profits and results of operations. Failure to comply with applicable regulations could jeopardize our ability to sell our products and result in enforcement actions such as: warning letters, fines, injunctions, civil penalties, termination of distribution, recalls or seizures of products, delays in the introduction of products into the market, total or partial suspension of production, refusal to grant future clearances or approvals, withdrawals or suspensions of current approvals, resulting in prohibitions on sales of our products, and in the most serious cases, criminal penalties. Occurrence of any of the foregoing could harm our reputation, business, financial condition, results of operations and prospects.

Any medical device we market will be subject to continued regulatory review, oversight, requirements, and periodic inspections by the FDA and other domestic and foreign regulatory bodies. In particular, unless exempt, we and our suppliers are required to comply with the FDA’s Quality Management System Regulation (“QSRQMSR”) 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. Regulatory bodies, such as the FDA, enforce the QSRQMSR and other regulations through periodic inspections. The failure by us or one of our suppliers to comply with applicable statutes and regulations administered by the FDA and other regulatory bodies, or the failure to timely and adequately respond to any adverse inspectional observations or product safety issues, could result in, among other things, any of the following enforcement actions:

If any of these actions were to occur, our reputation would be harmed and our product sales and profitability would be adversely impacted. Furthermore, our key component suppliers may not currently be or may not continue to be in compliance with all applicable regulatory requirementsrequirements, which could result in our failure to produce our products on a timely basis and in the required quantities, if at all.

Later discovery of previously unknown problems with our products, including manufacturing problems, or failure to comply with regulatory requirements such as the QSR,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 penaltiespenalties, which would adversely affect our business, operating results and prospects.

The following is a discussion and year-to-year comparisons of our financial condition and results of operations for the years ended December 31, 20242025 and 2023.2024. For a discussion of the results of operations and financial condition for the years ended December 31, 20232024 and year-to-year comparisons between 20232024 and 2022,2023, 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 MarchFebruary 13,28, 2024.2025.

Our FSP cell analyzers, the Cytek Aurora andAurora, 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. Additionally, our Cytek Aurora cell sorter (“Aurora CS system”) leverages our FSP technology to further broaden our potential applications across cell analysis. Each system is supported by our highly intuitive, proprietary embedded SpectroFlo software, our reagents, and our service offerings to provide a comprehensive, end-to-end platform of solutions for our customers. Since our first U.S. commercial launch in mid-2017 through December 31, 2024,mid-2017, we have sold and deployed our instruments to customers around the world, including pharmaceutical companies, biopharma companies, academic research centers, and clinicalcontract research organizations (“CROs”).

We manufacture our instruments in our facilities in Fremont, California; Wuxi, China; Seattle, Washington; and Singapore. We have designed our operating model to be capital efficient and to scale efficiently as our product volumes grow.

Our net loss was $66.5 million, $6.0 million and $12.1 million for the years ended December 31, 2025, 2024 and 2023, respectively, and our net income was $2.5 million for the year ended December 31, 2022.respectively. The change for the year ended December 31, 20242025, compared to the year ended December 31, 20232024, resultedwas primarily fromdriven by the recording of a $33.1 million valuation allowance against deferred tax assets in 2025. In addition, lower gross profit, increased operating expenses, and an increaseoperating and interest expense reduction related to a change in revenuesestimate of a license and grossroyalty profitsettlement and a reductionliability in operating2024, expenses.contributed to the overall year-over-year change.

Our revenue is primarily derived from sales of our instruments and services with our instruments recognizing higher revenue and gross profit than our services. Although we expect sales of our instruments to continue to represent the largest percentage of our revenue in the future, we expect service revenue to increase as a percentage of our total revenue and our gross margins to experience a corresponding improvement as we grow our installed base and increase our focus on leveraging our fixed manufacturing and service overhead costs. Our sales in certain regions, particularly outside of the United States, are largely realized through third-party distribution partners that typically receive discounted prices, thus resulting in lower gross margins than those recognized by our direct sales organization. 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.

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. 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.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.

The TrumpU.S. administrationgovernment has signaledmade and continues to signal additional changes to existing U.S. trade policies, including imposing tariffs on imports from Mexico, Canada, and China, announcing plans for reciprocal tariffs on all U.S. trading partners,partners including China, and renegotiating or potentially terminating existing bilateral and multi-lateral trade agreements. Certain foreign governments have announced or implemented retaliatory tariffs against U.S. goods and other non-tariff protectionist measures, such as procurement preferences or informal disincentives to engage with, purchase from or invest in U.S. entities, which may limit our ability to compete internationally and attract non-U.S. investment, employees, customers and suppliers. 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 TrumpU.S. administration’sgovernment’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. In addition, the new license and export controls announced by the U.S. government in January 2025 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, may have a negative impact on our sales, manufacturing and research and development activities. 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.

Product. 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 instrumentsFSP systems with different price points based on the number of lasers integrated in the systems. We also derive revenue from sales of our conventional flow cytometry system, which is available for sale in China. We recognize product revenue when control of the instrument is transferred to the customer.

We expect our total revenue to increase in absolute dollars as we expand our sales organization and sales territories, broaden our customer base, and expand awareness of our products with new and existing customers. Our revenue was $200.5$201.5 million, $193.0$200.5 million and $164.0$193.0 million for the years ended December 31, 2024,2025, 20232024 and 2022,2023, respectively. A portion of our revenue for the three and twelve months ended December 31, 2024, and December 31, 2023, were attributable to the acquired FCI Business.

Interest expense.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.

Other income (expense),income, net. Our incomeother (expense),income, net consists primarily of investment income from our marketable securities offset by foreign exchange gains and losses.

Product revenue decreased by $3.5$9.0 million, or 2%,6%, to $153.3$144.2 million, for the year ended December 31, 20242025 as compared to the year ended December 31, 2023.2024. The decrease was primarily driven by lessa decline in instrument revenue contributionoffset by growth in 2024reagent from the FCI Products, upgrades, and loaders.revenue. Unit volumes increaseddecreased 8.5%6.0% for spectral and imaging products, including the AuroraCytek andAurora, Northern Lights analyzers,Lights, Aurora CS cell sorters and Amnis imagingImageStream systems. This was offset by lower average selling prices.

Service revenue increased by $10.9$10.1 million, or 30%,21%, to $47.2$57.3 million, for the year ended December 31, 20242025 as compared to the year ended December 31, 2023.2024. The increase in service revenue was mainly driven by continued growth in the instruments installed base of our instruments with more instruments comingwith offexpiring warrantywarranties contributing to greater contract and time and material service revenue.

Total cost of sales increased by $5.8$7.7 million, or 7%,9%, for the year ended December 31, 20242025 as compared to the year ended December 31, 2023.2024. The increase in cost of sales was driven primarily by increasesan increase in product unit volume and service revenue, and wasassociated primarilyservice material, headcount, and other overhead costs. Product cost of sales increased due to increasedhigher materialtariff costs, increased servicecosts and higher overhead costs resulting from transitioning a manufacturing headcountfacility and associated personnel cost, partiallyoverseas, offset by lower warrantymaterial cost.costs as a result of lower instrument volume.

Product revenue for the year ended December 31, 20242025 decreased by 2%,6% as compared to the year ended December 31, 2023.2024. Product gross profit for the year ended December 31, 20242025 decreased by 8%,12% as compared to the year ended December 31, 2023.2024. Product cost of sales for the year ended December 31, 20242025 increased by 6%1% as compared to the same period in 2023.2024. The lower product gross margins in the year ended December 31, 20242025 compared to the year ended December 31, 20232024 were drivenprimarily bydue to higher materialtariffs costs,costs lessas favorablewell instrument product mix andas higher production overhead costs.costs related to transitioning a manufacturing facility overseas.

Service revenue and service gross profit for the year ended December 31, 20242025 increased by 30%21% and 49%,12%, respectively, as compared to the year ended December 31, 2023.2024. Service cost of sales for the year ended December 31, 20242025 increased by 11%34% as compared to the same period in 2023.2024. The higher service gross marginsprofit in the year ended December 31, 20242025 compared to the year ended December 31, 20232024 were mainlywas driven by lowerhigher overheadrevenue, costs as a percentage of sales due towhile higher revenueheadcount, overhead, and greater overhead cost productivity, and lower material costs as a percentage of sales.service revenue contributed to lower service gross margin.

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 as compared to $44.2 million for the year ended December 31, 2023.2024. The decrease of $4.7$2.9 million in research and development expenses was primarily due to a decreasedecline in research and development compensation and engineering expenseexpense, driven by efforts to streamline and focus our research and development efforts.activities.

Sales and marketing expenses were $49.1$49.4 million for the year ended December 31, 20242025 as compared to $49.1 million for the year ended December 31, 2023.2024. 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.

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 as compared to $44.0 million for the year ended December 31, 2023.2024. The decreaseincrease of $0.9$15.8 million in general and administrative expenses was primarily due to higher patent litigation expenses, and also higher compensation, sales and use tax, and software expenses, and a one-timelower benefits of $2.6 millionbenefit related to the change in estimate toof the royalty settlement liability,liability whichwith partiallyBecton, offsetDickinson byand higherCompany stock compensation expense.(“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.

Interest expense was $0.5 million for the year ended December 31, 2025 as compared to interest income wasof $5.2 million for the year ended December 31, 20242024. asThe compared to interest expense of $2.1$5.7 million for the year ended December 31, 2023. The $7.3 milliondecrease in interest income was primarily due to a one-time benefit of $6.3$5.3 million change in estimate to the royalty settlement liability with Becton, Dickinson and Company, and $1.0 million of lower interest expense in 2024 compared to our debt instruments in China in prior year.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.

Interest income was $5.1$2.2 million and $6.4$5.1 million for the years ended December 31, 20242025 and 2023,2024, respectively. The decrease of $1.3$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, 2023.2024. 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.

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 as compared to other income, net of $7.8 million for the year ended December 31, 2023,2024, respectively. The decreaseincrease of $3.3$4.3 million was primarily due to higher$3.6 million of realized and unrealized foreign exchange losses in 2024.2024, compared to $0.7 million of gains in 2025.

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$150.0 million of our common stock through an “at the marketat-the-market” offering program. To date, we have not made any sales of common stock pursuant to the Sales Agreement. 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, 2022.2022 and expired in August 2025. As of the termination of the 2022 Sales Agreement in August 2025, concurrent with the expiration of the automatic shelf registration statement, the Company had not made any sales of common stock pursuant to the 2022 Sales Agreement. Accordingly, $0.7 million in transaction expenses recorded as prepaid offering costs have been expensed and recorded in the third quarter of 2025.

Under these two repurchase programs, the Company has purchased an aggregate of 10,585,40413,877,992 shares of its outstanding common stock for a total cost of approximately $65.5$80.8 million at an average price per share of $6.19.$5.80 as of December 31, 2025.

Net cash providedused byin operating activities for the year ended December 31, 20242025 was $25.4$4.7 millionmillion. includingThe primary factors affecting our operating cash flows during the period were our net loss of $6.0$66.5 million.million, Weimpacted alsoby incurredour non-cash charges of $66.6 million, primarily consisting of stock-based compensation expense,expense of $24.6 million, depreciation and amortization,amortization of $7.6 million, amortization of right-of-use assets,assets of $4.4 million, and provision for excess and obsolete inventory of $26.8$1.7 million, $7.2respectively, million,partially $3.3offset million, and $1.6 million, respectively. We hadby gain on investment accretion and amortization of $5.2$5.7 million, deferred income taxes of $33.6 million, and interest expenses for accretion of the legal settlement liabilities $7.2$0.3 million,million. The cash used in changes in our operating assets and deferred income taxesliabilities of $2.9$4.8 million.million Cashwere providedprimarily includeddue to an increase inof deferred revenueinventories of $3.7$5.2 million, a decrease of inventoriesoperating lease liabilities of $14.8 million and an increase in trade accounts payable of $2.6 million. This was partially offset by an increase of trade accounts receivable of $5.4$4.1 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 aan decreaseincrease in prepaid expenses and other assets of $2.7 million. These amounts were partially offset by cash provided from changes in our operating leaseassets and liabilities of $3.2an increase in deferred revenue of $3.6 million, and a decrease of accrued expenses and other liabilities of $0.8$4.0 million, and an increase in trade accounts payable of $0.4 million.

Net cash usedprovided inby operating activities for the year ended December 31, 20232024 was $5.3$25.4 millionmillion. includingThe primary factors affecting our operating cash flows during the period were our net incomeloss of $12.1$6.0 million.million, Weimpacted alsoby incurredour non-cash charges of $23.7 million, primarily consisting of stock-based compensation expense,expense of $26.8 million, depreciation and amortization,amortization of $7.2 million, amortization of right-of-use assets,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 and provision for excess and obsolete inventory of $22.0$7.2 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$5.2 million, and deferred income taxes of $2.9 million. CashThe cash provided includedby 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 $6.5$3.7 million, and a decrease of inventoriestrade accounts payables of $4.3 million, an increase in accrued expenses and other liabilities of $0.7$2.6 million. ThisThese wasamounts were partially offset by cash used from changes in our operating assets and liabilities of an increase of trade accounts receivable of $7.3$5.4 million, an increase in prepaid expenses and other assets of $9.5$2.8 million, a decrease in the legal settlement liability of $0.3$1.1 million, and a decrease of operating lease liabilities of $3.1$3.2 million, and aan decreaseincrease in accrued expenses and other liabilities of trade accounts payables of $1.8$0.8 million.

Net cash usedprovided inby investing activities during the year ended December 31, 20242025 was $83.0$10.1 million driven by purchases of marketable securities of $274.1 million, the purchase of the Cytometric Engineering Ltd. (d.b.a. 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$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.

Net cash used in investing activities during the year ended December 31, 20232024 was $93.9$83.0 million driven by purchases of marketable securities of $175.9 million, the purchase of the FCI business of $44.9$274.1 million, purchases of property and equipment of $4.6$3.5 million, the purchase of the Cytometric Engineering Ltd. (d.b.a. FlowCEL) business of $0.5 million, and 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$195 million, and proceeds from sales of property and equipment of $0.3 million.

Net cash used in financing activities during the year ended December 31, 20232025 was $41.8$13.4 million driven by $44.2$15.1 million of costs related to our share repurchase program, $0.6$4.7 million in loan repayment costs and payments for taxes related to net share settlement of equity awards of $0.4$0.7 million, partially offset by theproceeds issuancefrom line of our common stock under our equity incentive planscredit of $1.5$5.6 million andmillion, the issuance of our common stock under our Employee Stock Purchase Plan of $1.9$1.1 million, and the issuance of our common stock under our equity incentive plans of $0.3 million.

During the year ended December 31, 2024,2025, 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 MarchFebruary 13,28, 2024.2025.

Expected volatility—Expected volatility is estimated by analyzing the historical volatility of selected industry peers, and the Company'sCompany’s historical market data for the assessment corresponds to the expected term of the awards.

We have a limited operating history and may encounter unforeseen expenses, difficulties, complications, delays and other known and unknown obstacles. We launched our first core commercial product, the Cytek Aurora system, in June 2017. Our Cytek Northern Lights system was commercially launched in October 2018, our Cytek Aurora CS system was first commercially shipped in June 2021, and we launched our Cytek Aurora Evo system in May 2025.2025, and we announced in June 2026 the Cytek Borealis as an offering available via an early access program. Our limited commercial and operating history makes it difficult to evaluate our current business and predict our future performance. Although we have experienced significant revenue growth in prior periods, any assessment of our future revenue, profitability or prediction about our future success or viability is subject to significant uncertainty. We have encountered in the past, and will encounter in the future, risks and uncertainties frequently experienced by growing companies with limited operating histories in emerging and rapidly changing industries, including scaling up our infrastructure and headcount. If our assumptions regarding these risks and uncertainties, which we use to plan and operate our business, are incorrect or change, or if we do not address these risks successfully, our results of operations could differ materially from our expectations, and our business, financial condition and results of operations could be materially and adversely affected.

Although we believe that we have stable relationships with our existing suppliers, we cannot assure you that we will be able to secure a stable supply of components and materials going forward. In the event that any adverse developments occur with our suppliers, in particular for those products that are sole-sourced, or if any of our suppliers modifies any of the components they supply to us, our ability to supply our products may be temporarily or permanently interrupted. Obtaining substitute components could be difficult, time- and resource-consuming and costly. Also, there can be no assurance that we will be able to secure a supply of alternative components at reasonable prices without experiencing interruptions in our business operations. In addition, we cannot assure you that our suppliers have obtained and will be able to obtain or maintain all licenses, permits and approvals necessary for their operations or comply with all applicable laws and regulations, and failure to do so by them may lead to interruption in their business operations, which in turn may result in shortages of components supplied to us.

Supply interruptions have in the past arisen and could arise in the future as a result of infectious disease outbreaks, shortages of raw materials, labor disputes or weather conditions affecting products or shipments, transportation disruptions, adjustments to our inventory levels or other factors within and beyond our control, and such supply interruption risk is increased by the limited number of suppliers for certain of the components we use in our products. For example, wein are2026, currentlyin anticipatinganticipation of a potential future shortage in the supply of certain plastics used in our productsproducts, and, as a result, havewe placed additional purchase orders to secure supply over a longer time horizon than we would typically plan. Although we do not currently anticipate a delay in the supply of such materials, we have incurred, and may continue to incur, higher procurement costs in connection with these efforts, and there can be no assurance that such proactive measures will be sufficient to avoid future supply shortages or that the costs of such materials will not continue to increase. Our failure to maintain a continued supply of components that meets our quality control requirements for any reason, including changes to or termination of our agreements with key suppliers, or to enter into new agreements with other suppliers, particularly in the case of single or sole source suppliers, could result in the loss of access to important components and materials used in our products and impact our ability to manufacture and sell our products. Any delay or interruption in the supply of our materials could delay or suspend sales of our products and increase the costs of manufacturing our products, which could have an adverse effect on our business, financial condition and results of operations.

We operate in a global economy, which includes utilizing third-party suppliers in several countries outside the United States. There is inherent risk, based on the complex relationships among the United States and the countries in which we conduct our business, that political, diplomatic, and national security factors can lead to global trade restrictions and changes in trade policies and export regulations that may adversely affect our business and operations. The current international trade and regulatory environment is subject to significant ongoing uncertainty. TheBeginning in 2025, the U.S. government has at times announced substantial new tariffs affecting a wide range of products and jurisdictions and has indicated an intention to continue developing new trade policies. CertainFor example, the U.S. government recently increased tariffs rates applicable to certain imports from Singapore and China from 10% to 12.5%; while we do not currently anticipate a material impact on the Company’s results of operations, we cannot predict whether these or other tariff rates applicable to our supply chain will change further, or the ultimate impact any such changes may have on our business. In the same timeframe, certain foreign governments have announced or implemented retaliatory tariffs against U.S. goods and other non-tariff protectionist measures, such as procurement preferences or informal disincentives to engage with, purchase from or invest in U.S. entities, which may limit our ability to compete internationally and attract non-U.S. investment, employees, customers and suppliers. Foreign governments may also take other retaliatory actions against U.S. entities, such as decreased intellectual property protection, increased enforcement actions, or delays in regulatory approvals, which may result in heightened international legal and operational risks. In addition, the United States and other governments have imposed and may continue to impose additional sanctions, such as trade restrictions or trade barriers, which could restrict us from doing business directly or indirectly in or with certain countries or parties and may impose additional costs and complexity to our business. These developments have created a dynamic and unpredictable trade landscape, which may adversely impact our business, results of operations, financial condition and prospects.

The imposition of tariffs and trade restrictions as a result of international trade disputes or changes in trade policies may adversely affect our sales and profitability. For example, our components have been subject to previously imposed or proposed tariffs, which may increase our manufacturing costs and could make our products less competitive than those of our competitors whose inputs are not subject to these tariffs. These tariffs, and the related geopolitical uncertainty between the United States and China, may cause decreased demand for our products, which could have a material adverse effect on our business and results of operations. For example, certain of our foreign customers may respond to the imposition of tariffs or threat of tariffs on products we produce by delaying purchase orders or purchasing products from our competitors. Ongoing international trade disputes and changes in trade policies could also impact economic activity and lead to a general contraction of customer demand. In addition, tariffs on components that we may import from China or other nations will adversely affect our profitability unless we are able to exclude such components from the tariffs or we raise prices for our products, which may result in our products becoming less attractive relative to products offered by our competitors. In addition, certain Chinese biotechnology companies and contract manufacturing organizations have in the past and may in the future become subject to trade restrictions, sanctions, other regulatory requirements, or proposed legislation by the U.S. government, which could restrict or even prohibit our ability to work with such entities, thereby potentially disrupting the supply of material to our Wuxi facility. Such disruption could have adverse effects on the development of our product candidates and our business operations. 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. To the extent that our sales or profitability are negatively affected by any such tariffs or other trade actions, our business and results of operations may be materially adversely affected.

Our customer base includes academic and government institutions, pharmaceutical and biotechnology companies, CROs and clinical laboratories focused on cell analysis. Approximately 38%40% and 41%48% of our revenue came from sales to academic and government-owned institutions and 62%60% and 59%52% of our revenue came from sales to pharmaceutical and biotechnology companies, distributors and CROs in the three months ended MarchJune 31,30, 2026 and 2025, respectively. Our success will depend upon our ability to increase our market penetration. We cannot guarantee that we will be able to further penetrate our existing markets or that these markets will be able to sustain our current and future product and service offerings. Any failure to increase penetration in our existing markets would adversely affect our ability to improve our operating results.

Approximately 38%40% and 41%48% of our revenue came from sales to academic and government-owned institutions in the three months ended MarchJune 31,30, 2026 and 2025, respectively. Much of their funding was, in turn, provided by various state, federal and foreign government agencies. In the near term, we expect that a large portion of our revenue will continue to be derived from sales to academic and government-owned institutions. As a result, the demand for our solutions may depend upon the research and development budgets of these customers, which are impacted by factors beyond our control, such as:

We provide a one-year assurance-type warranty on our instruments. Existing and future warranties place us at the risk of incurring future repair and/or replacement costs. At the time revenue is recognized, we establish an accrual for estimated warranty expenses based on historical data and trends of product reliability and costs of repairing and replacing defective products. We exercise judgment in estimating the expected product warranty costs, using data such as the actual and projected product failure rates, estimated repair costs, freight, material, labor and overhead costs. While we believe that historical experience provides a reliable basis for estimating such warranty cost, unforeseen quality issues or component failure rates could result in future costs in excess of such estimates, or alternatively, improved quality and reliability in our products and consumables could result in actual expenses that are below those currently estimated. As of MarchJune 31,30, 2026, we had accrued approximately $1.4 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.

We currently rely on third-party vendors for our shipping. If we are not able to negotiate acceptable pricing and other terms with these entities or they experience performance problems or other difficulties, it could negatively impact our operating results and our customers’ experience. Additionally, our manufacturing operations in Fremont and San Diego, California; Seattle, Washington; Wuxi, China; and Singapore require global shipping services whichthat are subject to certain factors outside of our control, such as increased costs due to fuel surcharges or otherwise, delays passing through customs, disruptions to global shipping routes and fuel scarcity. Geopolitical conflicts and/or regional instability may impact any of the foregoing; for example, fuel surcharges have been announced and, in some cases implemented, by logistics vendors globally, in response to the ongoing and escalating conflicts in the Middle East, and such conflicts may also lead to delays or logistics difficulties in the future.

Our future sales will depend, in large part, on our ability to develop and substantially expand our sales infrastructure, particularly as we enter into new markets, roll out new solutions and applications and manage inbound interest from new customers. We distribute our products through our direct sales force and support organizations located in North America, Europe, China, and several 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. Our sales and marketing efforts are targeted at academic and governmental institutions, pharmaceutical and biotechnology companies, CROs and clinical laboratories focused on cell analysis. To continue driving adoption of our solutions and to support our global brand, we will need to further expand our sales infrastructure by hiring additional,additional highly qualified and reputable sales representatives, technical applications specialists and customer support staff, in addition to increasing advertising efforts.

We rely on a significant base of peer-reviewed publications to showcase and validate the importance and application of our technology in academic and clinical research settings. As of MarchJune 31,30, 2026, there have been more than 3,9004,200 peer-reviewed articles published relating to our FSP products since our first commercial launch in 2017, including many published in prominent journals, using data generated by our technology across a wide range of key scientific research areas, including immunology and inflammation, infectious diseases, immuno-oncology, oncology and others. We believe that expanding the base of these publications, and otherwise developing and maintaining awareness of our brand in a cost-effective manner is critical to achieving broad acceptance of our solutions and attracting new customers. Such publications and other brand promotion activities may not generate customer awareness or increase revenue and, even if they do, any increase in revenue may not offset the costs and expenses we incur in building our brand. If we fail to successfully promote, maintain and protect our brand, we may fail to attract or retain the customers necessary to realize a sufficient return on our brand-building efforts, or to achieve the widespread brand awareness that is critical for broad customer adoption of our solutions.

As of MarchJune 31,30, 2026, we had 678682 full-time employees. As our sales and marketing strategies develop, we expect to need additional managerial, operational, sales, marketing, financial and other personnel. Future growth would impose significant added responsibilities on members of management, including:

It may be, and in certain cases has been, difficult and/or costly to detect, investigate, mitigate, contain, and remediate a security incident. 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. Threat actors may also gain access to other networks and systems after a compromise of our networks and systems. For example, threat actors may use an initial compromise of one part of our environment to gain access to other parts of our environment, or leverage a compromise of our networks or systems to gain access to the networks or systems of third parties with whom we work, such as through phishing or supply-chain attacks.

We do not carry insurance for all categories of risk that our business may encounter. Although we have general and product liability insurance that we believe is appropriate, this insurance is subject to deductibles and coverage limitations. Our current product liability insurance may not continue to be available to us on acceptable terms, if at all, and, if available, coverage may not be adequate to protect us against any future product liability claims. If we are unable to obtain insurance at an acceptable cost or on acceptable terms or otherwise protect against potential product liability claims, we could be exposed to significant liabilities. A product liability claim, recall or other claim with respect to uninsured liabilities or for amounts in excess of insured liabilities could negatively affect our business, financial condition and results of operations. We do not carry specific hazardous waste insurance coverage, and our property, casualty and general liability insurance policies specifically exclude coverage for damages and fines arising from hazardous waste exposure or contamination. Accordingly, in the event of contamination or injury, we could be held liable for damages or be penalized with fines in an amount exceeding our resources, and our clinical trials or regulatory approvals could be suspended. Although we carry cyber insurance, the coverage may not be sufficient to cover our losses in the event of a security breach. Additionally, no assurance can be given that such policies can be retained on acceptable terms or that litigation will not occur following an insurance claim.

Additionally, certain privacy laws extend rights to consumers (such as the right to delete certain personal information) and regulate automated decision making, which may be incompatible with our use of AI technologies. These obligations may make it harder for us to conduct our business using AI technologies, lead to regulatory fines or penalties, require us to change our business practices, retrain our AI technologies, or prevent or limit our use of AI technologies. For example, the FTC has required other companies to turn over (or disgorge) valuable insights or trainings generated through the use of AI technologies where they allege the company has violated privacy and consumer protection laws. If we cannot use AI technologies or that use is restricted, our business may be less efficient, or we may be at a competitive disadvantage.

Including rights acquired in connection with the FCI Acquisition, as of MarchJune 31,30, 2026, we own 3839 issued U.S. utility patents, 10 issued Japan utility patents, sixseven issued European utility patents, six issued China utility patents, one Canada utility patent, one India utility patent, two Australian utility patents, and three Singapore utility patents. We have 6867 pending utility patent applications, including 44 utility patent applications in the United States, twoone international utility patent applications,application, eight utility patent applications in the European Union, eightnine utility patent applications in China, and fourfive utility patent applications in Japan. Assuming all maintenance fees are paid, the U.S. issued patents are expected to naturally expire between years 2026 and 2041.2044. Additionally, patents covering intellectual property relating to design specific technologies invented by our researchers in Shanghai and Wuxi, China are filed in China and owned by our China subsidiaries, respectively. As of MarchJune 31,30, 2026, our Shanghai subsidiary owns 12 issued utility patents and eight issued invention patents and has two pending utility patent applications and three pending invention patent applications, and our Wuxi subsidiary owns 4245 issued utility patents and one issued invention patent and has 12nine pending utility patent applications and eight pending invention patent applications.

Moreover, in some circumstances, we may not have the right to control the preparation, filing and prosecution of patent applications, or to maintain the patents, covering technology that we license from or license to third parties or that we may jointly-ownjointly own with third parties in the future and are therefore reliant on our licensors or licensees, and may be reliant on future joint-owners, licensors or licensees, to protect certain of our intellectual property used in our business. If our joint-owners, licensors or licensees fail to adequately protect this intellectual property or if we do not have exclusivity for the marketing of our products, whether because our joint-owners or licensors do not grant us exclusivity or they do not enforce the intellectual property against our competitors, our ability to commercialize products could suffer. Therefore, these and any of our patents and applications may not be prosecuted and enforced in a manner consistent with the best interests of our business.

We rely extensively on information technology systems to conduct our business. These systems affect, among other things, ordering and managing materials from suppliers, shipping products, processing transactions, complying with regulatory, legal or tax requirements, data security and other processes necessary to manage our business. 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 chainsupply-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. If the confidentiality, integrity, or availability of our systems or our data is compromised due to these, or any number of, causes ranging from catastrophic events and power outages to security breaches, and our business continuity plans do not effectively compensate on a timely basis, we may experience interruptions in our operations, including corruption of our data or release of our confidential information, which could have an adverse effect on our business. Furthermore, any breach in our information technology systems could lead to the unauthorized access, disclosure and use of non-public information, which may be protected by applicable laws. Any such access, disclosure, or other loss of information could require substantial expenditures to remedy and could result in legal claims or proceedings, liability under laws that protect the privacy of personal information and damage to our reputation.

Concentration of ownership of our common stock among ourOur executive officers, directors and principal stockholders and their respective affiliatesaffiliates, mayif preventthey newchoose investorsto fromact influencingtogether, significanthave corporatethe decisions.ability to significantly influence all matters submitted to stockholders for approval.

Based on the number of shares of common stock outstanding as of March 31, 2026, ourOur executive officers, directors, and holders of 5% or more of our common stock and their respective affiliates (basedhold ona filingssignificant with the SEC), in the aggregate, own approximately 37.5%amount of our common stock. These stockholders, actingif they choose to act together, willwould be able to significantly influence all matters requiring stockholder approval, including the election and removal of directors and any merger or other significant corporate transactions. The interests of this group of stockholders may not coincide with the interests of other stockholders. For example, because many of these stockholders purchased their shares at prices substantially below the current market price of our shares and have held their shares for a longer period, they may be more interested in selling our company to an acquirer than other investors, or they may want us to pursue strategies that deviate from the interests of other stockholders.

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. If we face such litigation, it could result in substantial costs and a diversion of management’s attention and resources, which could harm our business.

We manufacture our instruments in our facilities in Fremont, California; Wuxi, China; Seattle, Washington; and Singapore. We have designed our operating model to be capital efficient and to scale efficiently as our product volumes grow.

Total revenue for the three and six months ended MarchJune 31,30, 2026 was $44.1$48.1 million and $92.3 million, respectively, representing a 6% increase compared toin revenue for both the three and six months ended MarchJune 31,30, 2025 of $41.5$45.6 million.million and $87.1 million, respectively.

To date, we have adopted a direct sales model in North America, Europe, China, and several other countries in the Asia-Pacific region, and sell our products through third-party distributors in certain countries in Europe, Latin America, the Middle East, Africa and the Asia-Pacific region. Revenue from direct sales represented 69% and 72%69% of total revenue for the three and six months ended MarchJune 31,30, 2026 and 2025,2026, respectively, and revenue from distributors represented 31%73% and 28%73% of total revenue for the three and six months ended MarchJune 31, 2026 and30, 2025, respectively. Revenue from distributors represented 31% and 31% of total revenue for the three and six months ended June 30, 2026, respectively, and 27% and 27% of total revenue for the three and six months ended June 30, 2025, respectively.

We focus a substantial portion of our resources on developing new products and solutions to meet our customers’ needs. Our research and development efforts focus on developing new and complementary instruments, reagents and reagent kits, and continued operating software development. We incurred research and development expenses of $9.6$9.7 million and $9.7$19.3 million for the three and six months ended MarchJune 31,30, 20262026, respectively, and $8.8 million and $18.6 million for the three and six months ended June 30, 2025, respectively. We intend to continue to make significant investments in research and development in the future.

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 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 $11.6$13.2 million and $12.5$24.8 million for the three and six months ended MarchJune 31,30, 20262026, respectively, and $12.1 million and $24.6 million for the three and six months ended June 30, 2025, respectively.

Our net loss was $18.9$12.2 million and $11.4$31.0 million for the three and six months ended MarchJune 31,30, 20262026, respectively, and $5.6 million and $17.0 million for the three and six months ended June 30, 2025, respectively. The change for the three and six months ended MarchJune 31,30, 2026 compared to the three and six months ended MarchJune 31,30, 2025, resulted primarily from a slightan increase in revenues and gross profit,profit offsetas bywell higheras an increase in operating expenses.

Our financial performance has largely been driven by our ability to increase the adoption of our FSP platform, a key factor on which our future success depends. We plan to drive global customer adoption through business development efforts, direct sales and marketing and third-party distributions. We are investing in our direct sales organization and commercial support functions and developing third-party distributor relationships to support global expansion and drive revenue growth. We intend to continue increasing our workforce into line withsupport our growth.

Our business, results of operationoperations and financial condition are dependent on both domestic and global macroeconomic conditions.

Certain of our pharmaceutical and biotech customers based in the United States have been impacted by the difficult fundraising environment for small companies and generally high interest rates. We believe these factors contributedcontribute to longer sales cycles, which have in the past adversely impacted our operating results for thecertain threequarterly months ended March 31, 2026,periods, and may adversely affect our operating results in the future.

TheSince 2025, 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. In February 2026, the U.S. Supreme Court issued a ruling invalidating certain tariffs previously imposed by the U.S. government under the International Emergency Economic Powers Act (“IEEPA”); following this ruling, we applied for certain tariff refunds, which have been received as of the date hereof. Certain foreign governments have announced or implemented retaliatory tariffs against U.S. goods and other non-tariff protectionist measures, such as procurement preferences or informal disincentives to engage with, purchase from or invest in U.S. entities, which may limit our ability to compete internationally and attract non-U.S. investment, employees, customers and suppliers. 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 U.S. government recently increased tariffs rates applicable to certain imports from Singapore and China from 10% to 12.5%; while we do not currently anticipate a material impact on the Company’s results of operations, we cannot predict whether these or other tariff rates applicable to our supply chain will change further, or the ultimate impact any such changes may have on our business.

Product. Our product revenue primarily consists of sales of our instruments, including the Cytek Aurora, Northern Lights, Cytek Aurora Evo, Aurora CS, Aurora Borealis, 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. We also derive revenue from sales of our conventional flow cytometry system, which is available for sale in China. We recognize product revenue when control of the instrument is transferred to the customer.

We expect our revenue to increase in absolute dollars as we expand our sales organization and sales territories, broaden our customer base, and expand awareness of our products with new and existing customers. Our revenue was $44.1$48.1 million and $41.5$45.6 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively, and $92.3 million and $87.1 million for the six months ended June 30, 2026 and 2025, respectively.

Gross profit is calculated as revenue less total cost of sales. Gross margin is gross profit expressed as a percentage of revenue. 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, and our cost structure for manufacturing operations relative to volume and product warranty obligations.

Other income,income (expense), net. Our other income, net consists primarily of foreign exchange gains and losses.

Comparison of the three and six months ended MarchJune 31,30, 2026 and 2025

ProductTotal revenuerevenue, net increased by $0.7$2.5 million to $28.8$48.1 million, or 2%,6%, for the three months ended MarchJune 31,30, 2026,2026 as compared to the three months ended MarchJune 31,30, 2025,2025. primarilyTotal asrevenue, anet resultincreased ofby higher$5.2 reagentmillion revenueto $92.3 million, or 6%, for the threesix months ended MarchJune 31,30, 2026.2026 as compared to the six months ended June 30, 2025.

ServiceProduct revenue increased $2.0by $1.1 million to $15.4$32.6 million, or 15%4%, and by $1.8 million to $61.3 million, or 3%, for the three and six months ended MarchJune 31,30, 2026, as compared to the three and six months ended MarchJune 31,30, 2025.2025, respectively. The increasehigher revenue for the three and six months ended June 30, 2026 was primarily due to continued growth of theinstrument installedrevenue base within the relatedUnited increaseStates, partially offset by lower instrument revenue in servicethe contractsEMEA, Rest of World, and maintenanceAPAC activity.markets.

Total gross profit margin was 48%59% and 49%52% of total revenue for the three months ended MarchJune 31,30, 2026 and 2025, respectively, and 54% and 51% for the six months ended June 30, 2026 and 2025, respectively. GrossThe increase in gross profit margin declined slightly,was primarily due to higherthe recognition of a $2.8 million reduction in cost of goods sold related to tariff refunds, as well as lower service material costs ofin sales2026 thatcompared grewto faster2025. thanExcluding servicethe revenue.tariff Year-over-yearrefunds, servicetotal gross profit margin canwould fluctuatehave quarterbeen to quarter due to uneven hiring53% and service51% engineer turnover throughoutfor the year.three and six months ended June 30, 2026, respectively. Overall, gross profit margin can dependdepends on many factors, including market conditions that might affect our pricing; services; product mix changes between instrument configurations; excess and obsolete inventories; our cost structure for manufacturing operations relative to volume, freight costs and product support.

ServiceProduct revenue for the three and six months ended MarchJune 31,30, 2026 increased 15%by 4% and 3%, respectively, as compared to the three and six months ended MarchJune 31,30, 2025. ServiceProduct cost of sales for the three months ended MarchJune 31,30, 20262026, increaseddecreased by 21%14% and 5%, respectively, as compared to the same period in 2025.2025, Serviceprimarily grossdue profitto fora one-time $2.8 million reduction in cost of goods sold related to tariff refunds during the threesecond monthsquarter endedof March2026, 31, 2026 increased 11% as compared to the three months ended March 31, 2025. Theand lower servicemanufacturing grossoverhead, marginspartially in the three months ended March 31, 2026 compared to the three months ended March 31, 2025 were mainly drivenoffset by higher servicematerial overheadcosts, costsinventory thatreserves grewand fasterscrap than service revenue year over year.expenses.

Interest expense was $0.3 million forand the three months ended March 31, 2026 as compared to $0.3$0.5 million for the three and six months ended MarchJune 31,30, 2026, respectively, as compared to $0.4 million and $0.7 million for the three and six months ended June 30, 2025.

Other income,income (expense), net was $0.6$0.8 million and $0.2 million for the three and six months ended MarchJune 31,30, 20262026, respectively, as compared to other income,income (expense), net of $3.5$3.7 million and $7.2 million for the three and six months ended MarchJune 31,30, 2025.2025, respectively. The decrease in other income (expense), net was primarily driven by an increase in realized and unrealized foreign exchange losses of $1.2$0.7 million and $1.8 million in the three and six months ended MarchJune 31,30, 2026, respectively, compared with a realized and unrealized foreign exchange gain of $1.3$1.6 million and $2.9 million in the three and six months ended MarchJune 31,30, 2025.2025, respectively. Other factors reducing other income included a $1.6 million impairment charge on a non-marketable equity investment in an early-stage technology company incurred in the second quarter of 2026, as well as the year-over-year decline in interest rates and a declinechange in balancesmix inof marketable securities accounts.toward a lower proportion of investment income generating securities.

Provision for income taxes was $1.5$0.5 million and $2.0 million for the three and six months ended MarchJune 31,30, 20262026, respectively, as compared to a provisionbenefit forfrom income taxes of $0.1$1.2 million and $1.1 million for the three and six months ended MarchJune 31,30, 2025.2025, respectively. The net increaseincreases of $1.4$1.7 million and $3.1 million for the three and six months ended MarchJune 31,30, 20262026, wasrespectively, were primarily due to the domestic valuation allowance established in the last quarter of 2025, which negates the tax benefit from losses within the U.S. jurisdiction for the current period.

To date, our primary sources of capital have been through sales of our securities and revenue from the sale of our products and services. As of MarchJune 31,30, 2026 and December 31, 2025, we had approximately $262.2$262.0 million and $261.5 million, respectively, in cash and cash equivalents and shortmarketable term investments,securities, 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.

In addition, we lease certain office facilities under operating lease arrangements that expire on various dates through fiscal year 2029.2030. 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 $20.5$20.9 million as of MarchJune 31,30, 2026.

Net cash used in operating activities for the threesix months ended MarchJune 31,30, 2026 was $2.7$1.4 million. The primary factors affecting our operating cash flows during the period were our net loss of $18.9$31.0 million and our non-cash charges of $7.1$16.5 million, primarily consisting of stock-based compensation expense of $4.9$10.2 million, depreciation and amortization of $1.9$3.9 million, amortization of right-of-use assets of $0.9$1.9 million, provision for excess and obsolete inventory of $0.6 million, and provision for credit losses of $0.5 million, partially offset by a gain on investments, accretion and amortization, net of $1.3$2.6 million, and deferred income taxes of $0.2 million. The cash provided by changes in our operating assets and liabilities of $9.0$13.2 million in the threesix months ended MarchJune 31,30, 2026 was primarily due to a decrease in trade accounts receivable of $9.6$11.6 million due to seasonality, with our first quarter typically being lower than our fourth quarter;quarter, a decrease in prepaid expenses and other assets of $3.9$1.6 million, decrease in trade accounts payable of $2.1 million, decrease in operating lease liabilities of $1.9 million; and ana increasedecrease in deferred revenue of $1.2$0.8 million. These amounts were partially offset by cash used from changes in our operating assets and liabilities, including a decrease in accrued expenses and other liabilities of $3.9 million and an increase in inventories of $1.6$4.5 million and decrease in legal settlement liabilities of $0.6 million.

Net cash used in operating activities for the threesix months ended MarchJune 31,30, 2025 was $0.1$0.02 million. The primary factors affecting our operating cash flows during the period were our net loss of $11.4$17.0 million and our non-cash charges of $8.2$14.7 million, primarily consisting of stock-based compensation expense of $6.6$13.4 million, depreciation and amortization of $1.9$3.8 million, amortization of right-of-use assets of $1.0$2.1 million, and excess and obsolete inventory of $0.3 million, partially offset by a gain on investments, accretion and amortization, net of $1.5$3.1 million, and deferred income taxes of $0.3$2.4 million. The cash provided by changes in our operating assets and liabilities of $3.0$2.2 million in the threesix months ended MarchJune 31,30, 2025 were primarily due to a decrease in trade accounts receivable of $6.4$7.1 million due to seasonality, with our first quarter typically being lower than our fourth quarter.quarter, and increase in trade accounts payable of $1.2 million. These amounts were partially offset by cash used from changes in our operating assets and liabilities, including a decrease in accrued expenses and other liabilities of $2.1 million, an increase in inventories of $1.5$5.1 million, and a decrease in operating lease liabilities of $1.0$2.2 million, and decrease in legal settlement liabilities of $0.6 million.

Net cash used in investing activities during the threesix months ended MarchJune 31,30, 2026 was $27.1$20.1 million driven by purchases of marketable securities of $95.6$156.9 million and purchases of fixed assets and intangibles of approximately $2.2$4.4 million, partially offset by proceeds from maturities of marketable securities of $70.7$141.3 million.

Net cash provided by financing activities during the threesix months ended MarchJune 31,30, 2026 was $4.0$3.2 million, primarily driven by the proceeds from a line of credit of $5.1 million, partially offset by the repayment of loans of $0.9$2.5 million.

Net cash used in financing activities during the threesix months ended MarchJune 31,30, 2025 was $11.5$14.1 million, primarily driven by payments for the repurchase of shares of $10.6$15.1 million and the repayment of loans of $1.5$1.7 million, partially offset by the proceeds from a line of credit of $2.1 million.

During the threesix months ended MarchJune 31,30, 2026, 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 26, 2026.

We did not have during the periods presented, and we do not currently have,have any off-balance sheet financing arrangements or any relationships with unconsolidated entities or financial partnerships, including entities sometimes referred to as structured finance or special purpose entities, that were established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

This management’s discussion and analysis of our financial condition and results of operations is based on our unaudited interim consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP. The preparation of our unaudited interim consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited interim consolidated financial statements and notes to the unaudited interim consolidated financial statements. Some of those judgments can be subjective and complex, and therefore, actual results could differ materially from those estimates if different assumptions and conditions apply. A summary of our critical accounting policies is presented in our audited financial statements and notes thereto as of and for the year ended December 31, 2025 included in our Annual Report on Form 10-K filed with the SEC on February 26, 2026. There were no material changes to our critical accounting policies during the three months ended MarchJune 31,30, 2026.