S-8

As filed with the Securities and Exchange Commission on February 27, 2026

Registration No. 333- 

 

 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Cytek Biosciences, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   47-2547526

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

47215 Lakeview Boulevard

Fremont, California 94538

(Address of Principal Executive Offices) (Zip Code)

Cytek Biosciences, Inc. 2021 Equity Incentive Plan

Cytek Biosciences, Inc. 2021 Employee Stock Purchase Plan

(Full title of the plans)

Wenbin Jiang, Ph.D.

President and Chief Executive Officer

Cytek Biosciences, Inc.

47215 Lakeview Boulevard

Fremont, California 94538

(877) 922-9835

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Please send copies of all communications to:

 

Gordon K. Ho

Cooley LLP

3175 Hanover Street

Palo Alto, California 94304

(650) 843-5000

 

Valerie Barnett

Chief Legal Officer

Cytek Biosciences, Inc.

47215 Lakeview Boulevard

Fremont, California 94538

(877) 922-9835

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer      Accelerated filer  
Non-accelerated filer      Smaller reporting company  
Emerging growth company       

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

 

 
 


REGISTRATION OF ADDITIONAL SHARES

PURSUANT TO GENERAL INSTRUCTION E

Pursuant to General Instruction E of Form S-8, Cytek Biosciences, Inc. (the “Registrant”) is filing this Registration Statement on Form S-8 with the Securities and Exchange Commission (the “Commission”) to register 5,142,005 additional shares of common stock under the Registrant’s 2021 Equity Incentive Plan and 1,285,501 additional shares of common stock under the Registrant’s 2021 Employee Stock Purchase Plan pursuant to the provisions of those plans providing for an automatic increase in the number of shares reserved for issuance under such plans on January 1 of each year pursuant to a specified formula. This Registration Statement hereby incorporates by reference the contents of the Registrant’s prior registration statements on Form S-8 filed with the Commission on February  28, 2025 (Registration No. 333-285446), March  14, 2024 (Registration No. 333-277936), March  2, 2023 (Registration No. 333-270200), March  17, 2022 (Registration No. 333-263661) and  July 23, 2021 (Registration No. 333-258153).

PART II

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents filed by Registrant with the Commission are incorporated by reference into this Registration Statement:

(a) The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Commission on February 26, 2026; and

(b) The description of the Registrant’s Common Stock contained in the registration statement on Form  8-A registering the Registrant’s Common Stock under Section 12 of the Exchange Act filed with the Commission on July 19, 2021, including any amendments or reports filed for purposes of updating such description.

All other reports and documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items) on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document that also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

 

II-2


ITEM 8. EXHIBITS.

The following exhibits are filed herewith:

 

         

Incorporated by Reference

Exhibit

Number

  

Exhibit Description

  

Form

  

File No.

  

Exhibit

  

Filing Date

  

Filed Herewith

4.1    Amended and Restated Certificate of Incorporation of Cytek Biosciences, Inc.    8-K    001-40632    3.1    7/27/2021   
4.2    Amended and Restated Bylaws of Cytek Biosciences, Inc.    8-K    001-40632    3.2    7/27/2021   
4.3    Form of common stock certificate of Cytek Biosciences, Inc.    S-1/A    333-257663    4.1    7/19/2021   
5.1    Opinion of Cooley LLP                X
23.1    Consent of Cooley LLP (included in Exhibit 5.1)                X
23.2    Consent of Independent Registered Public Accounting Firm                X
24.1    Power of Attorney (included on the signature page of this Registration Statement)                X
99.1    Cytek Biosciences, Inc. 2021 Equity Incentive Plan    S-1/A    333-257663    10.4    7/19/2021   
99.2    Forms of Option Agreement and Notice of Stock Option Grant under 2021 Equity Incentive Plan    S-1/A    333-257663    10.5    7/19/2021   
99.3    Forms of Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement under the 2021 Equity Incentive Plan    10-Q    001-40632    10.2    11/12/2021   
99.4    Forms of Option Agreement and Notice of Stock Option Grant under 2021 Equity Incentive Plan, effective August 23, 2022.    10-Q    001-40632    10.1    11/09/2022   
99.5    Forms of Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement under the 2021 Equity Incentive Plan, effective August 23, 2022.    10-Q    001-40632    10.2    11/09/2022   
99.6    Cytek Biosciences, Inc. 2021 Employee Stock Purchase Plan    S-1/A    333-257663    10.6    7/19/2021   
107    Filing Fee Table                X

 

II-3


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fremont, State of California, on February 27, 2026.

 

CYTEK BIOSCIENCES, INC.

/s/ Wenbin Jiang, Ph.D.

Wenbin Jiang, Ph.D.
President and Chief Executive Officer

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Wenbin Jiang, William McCombe and Valerie Barnett, and each of them, as his or her true and lawful attorney-in-fact and agent with the full power of substitution, for him or her, in any and all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments to this Registration Statement on Form S-8), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons on behalf of the Registrant in the capacities and on the dates indicated:

 

Name

  

Title

  

Date

/s/ Wenbin Jiang, Ph.D.

   President, Chief Executive Officer and Director    February 27, 2026
Wenbin Jiang, Ph.D.    (Principal Executive Officer)   

/s/ William McCombe

   Chief Financial Officer    February 27, 2026
William McCombe    (Principal Financial and Accounting Officer)   

/s/ Ming Yan, Ph.D.

   Chief Technology Officer and Director    February 27, 2026
Ming Yan, Ph.D.      

/s/ Jack Ball

   Director    February 27, 2026
Jack Ball      

/s/ Richard Chin, M.D.

   Director    February 27, 2026
Richard Chin, M.D.      

/s/ Michael Holder

   Director    February 27, 2026
Michael Holder      

/s/ Vera Imper, Ph.D.

   Director    February 27, 2026
Vera Imper, Ph.D.      

/s/ Deborah Neff

   Director    February 27, 2026
Deborah Neff      

 

II-4

EX-5.1

Exhibit 5.1

 

LOGO

Gordon K. Ho

T: +1 650 843 5190

gho@cooley.com

February 27, 2026

Cytek Biosciences, Inc.

47215 Lakeview Boulevard

Fremont, California 94538

Ladies and Gentlemen:

We have acted as counsel to Cytek Biosciences, Inc., a Delaware corporation (the “Company”), in connection with the filing by the Company of a Registration Statement on Form S-8 (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”), covering the offering of up to 6,427,506 shares (the “Shares”) of the Company’s Common Stock, par value $0.001 per share (the Common Stock), including (i) 5,142,005 shares of Common Stock issuable pursuant to the Company’s 2021 Equity Incentive Plan (the “2021 EIP”) and (ii) 1,285,501 shares of Common Stock issuable pursuant to the Company’s 2021 Employee Stock Purchase Plan (together with the 2021 EIP, the “Plans”).

In connection with this opinion, we have examined and relied upon (a) the Registration Statement and the related prospectuses, (b) the Company’s certificate of incorporation, and bylaws, each as currently in effect, (c) the Plans and (d) such other records, documents, opinions, certificates, memoranda and instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies, the accuracy, completeness and authenticity of certificates of public officials; and the due authorization, execution and delivery of all documents by all persons other than the Company. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified such matters.

Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.

On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Plans, the Registration Statement and the related prospectuses, will be validly issued, fully paid, and nonassessable (except as to Shares issued pursuant to deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full).

This opinion is limited to the matters expressly set forth in this letter, and no opinion should be implied, or may be inferred, beyond the matters expressly stated. This opinion speaks only as to law and facts in effect or existing as of the date hereof, and we have no obligation or responsibility to update or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur.

Cooley LLP 3175 Hanover Street Palo Alto, CA 94304-1130

t: +1 650 843 5000 f: +1 650 849 7400 cooley.com


LOGO

Cytek Biosciences, Inc.

February 27, 2026

Page Two

 

We consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder.

 

Sincerely,

 

Cooley LLP

By:  

/s/ Gordon K. Ho

  Gordon K. Ho

Cooley LLP 3175 Hanover Street Palo Alto, CA 94304-1130

t: +1 650 843 5000 f: +1 650 849 7400 cooley.com

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated February 26, 2026 relating to the financial statements of Cytek Biosciences, Inc. (the “Company”) and the effectiveness of the Company’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of the Company for the year ended December 31, 2025.

 

/s/ Deloitte & Touche LLP
San Jose, California
February 27, 2026
EX-FILING FEES
S-8 S-8 EX-FILING FEES 0001831915 Cytek Biosciences, Inc. N/A Fees to be Paid Fees to be Paid 0001831915 2026-02-25 2026-02-25 0001831915 1 2026-02-25 2026-02-25 0001831915 2 2026-02-25 2026-02-25 iso4217:USD xbrli:pure xbrli:shares

Calculation of Filing Fee Tables

S-8

Cytek Biosciences, Inc.

Table 1: Newly Registered Securities

Security Type

Security Class Title

Fee Calculation Rule

Amount Registered

Proposed Maximum Offering Price Per Unit

Maximum Aggregate Offering Price

Fee Rate

Amount of Registration Fee

1 Equity Common Stock, par value $0.001 per share, Cytek Biosciences, Inc. 2021 Equity Incentive Plan Other 5,142,005 $ 4.34 $ 22,316,301.70 0.0001381 $ 3,081.89
2 Equity Common Stock, par value $0.001 per share, Cytek Biosciences, Inc. 2021 Employee Stock Purchase Plan Other 1,285,501 $ 3.69 $ 4,743,498.69 0.0001381 $ 655.08

Total Offering Amounts:

$ 27,059,800.39

$ 3,736.97

Total Fee Offsets:

$ 0.00

Net Fee Due:

$ 3,736.97

Offering Note

1

The amount registered represents 5,142,005 additional shares of the Registrant's common stock that were automatically added to the shares authorized for issuance under the Registrant's 2021 Equity Incentive Plan (the "2021 Plan") on January 1, 2026, pursuant to an annual "evergreen" increase provision contained in the 2021 Plan. Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement shall also cover any additional shares of the Registrant's common stock that become issuable under the Registrant's 2021 Plan by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected without receipt of consideration that results in an increase to the number of outstanding shares of the Registrant's common stock, as applicable. The proposed maximum offering price per unit is estimated in accordance with Rule 457(c) and (h) of the Securities Act solely for the purpose of calculating the registration fee on the basis of the average of the high and low prices of the Registrant's common stock as reported on the Nasdaq Global Select Market on February 20, 2026.

2

The amount registered represents 1,285,501 additional shares of the Registrant's common stock that were automatically added to the shares authorized for issuance under the Registrant's 2021 Employee Stock Purchase Plan (the "2021 ESPP") on January 1, 2026, pursuant to an annual "evergreen" increase provision contained in the 2021 ESPP. Pursuant to Rule 416(a) promulgated under the Securities Act, this Registration Statement shall also cover any additional shares of the Registrant's common stock that become issuable under the Registrant's 2021 ESPP by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected without receipt of consideration that results in an increase to the number of outstanding shares of the Registrant's common stock, as applicable. The proposed maximum offering price per unit is estimated in accordance with Rule 457(c) and (h) of the Securities Act solely for the purpose of calculating the registration fee on the basis of the average of the high and low prices of the Registrant's common stock as reported on the Nasdaq Global Select Market on February 20, 2026, multiplied by 85%, which is the percentage of the price per share applicable to purchases under the 2021 ESPP.

Table 2: Fee Offset Claims and Sources ☑Not Applicable
Registrant or Filer Name Form or Filing Type File Number Initial Filing Date Filing Date Fee Offset Claimed Security Type Associated with Fee Offset Claimed Security Title Associated with Fee Offset Claimed Unsold Securities Associated with Fee Offset Claimed Unsold Aggregate Offering Amount Associated with Fee Offset Claimed Fee Paid with Fee Offset Source
Rule 457(p)
Fee Offset Claims N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
Fee Offset Sources N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A