United States securities and exchange commission logo

                              May 18, 2021

       Wenbin Jiang
       President and Chief Executive Officer
       Cytek BioSciences, Inc.
       46107 Landing Pkwy
       Fremont, California 94538

                                                        Re: Cytek BioSciences,
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted April 22,
                                                            CIK No. 0001831915

       Dear Dr. Jiang:

              We have reviewed your draft registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional

       Draft Registration Statement on Form S-1 Submitted April 22, 2021

       Cover page

   1.                                                   We note your disclosure
on page 59 that your executive officers, directors and current
                                                        beneficial owners of 5%
or more of your common stock will own a significant portion of
                                                        your outstanding common
stock, and, acting together, will 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 after completion of the
                                                        offering. Please
disclose here and in your prospectus summary the aggregate percent of
                                                        the voting power these
stockholders will control after the offering, as you have done on
                                                        page 59.
 Wenbin Jiang
FirstName  LastNameWenbin Jiang
Cytek BioSciences, Inc.
May        NameCytek BioSciences, Inc.
     18, 2021
May 18,
Page 2 2021 Page 2
FirstName LastName
Prospectus Summary, page 1

2.       Please disclose the basis for the statement that you are a    leading
life sciences technology
3.       Please disclose in the "Overview" subsection that in the United States
your products are
         currently labeled and promoted, and are, and in the near-future will
be, sold primarily to
         academic and research institutions and biopharmaceutical companies as
research use only
         products, and are not currently designed, or intended to be used, for
clinical diagnostic
         tests. Please also disclose here that your Northern Lights system has
been approved for
         clinical use only in Europe and China.
Our Strategy, page 4

4.       In the fourth bullet, please clarify, if true, that your Northern
Lights system has been
         approved for clinical use in the European Union, as opposed to all of
Management's Discussion and Analysis of Financial Condition and Results of
Liquidity and Capital Resources, page 89

5.       Please revise to state specifically whether you anticipate needing to
raise additional funds
         to carry out your research and development investments, including your
stated plans to
         seek approval or clearance from the FDA for clinical use of your
Aurora and Northern
         Lights systems.
Overview, page 99

6.       We note your disclosure that the total addressable market for flow
cytometry technologies
         is nearly $8 billion and that you believe your FSP platform has the
potential to capture an
         increasingly greater share of the broader cell analysis market, which,
according to industry
         sources, is expected to grow to roughly $23 billion by 2024. Please
disclose the industry
         sources upon which you are basing your calculations for each figure.
In addition, please
         clarify whether these estimates include diagnostic markets, and if so,
disclose that the
         company   s access to such market would depend in part upon FDA
clearance or approval.
Our Unique Optical Design, page 107

7.       Please enhance your graphic to ensure that all text is legible.
Reagents and Kits, page 120

8.       We note your disclosure that your TBNK reagents are currently being
tested in clinical
         trials in China and that you plan to seek Class 3 registration. To the
extent material,
         please disclose where you stand in the clinical trial process, what
steps you still need to
         complete, and when you anticipate seeking Class 3 registration.
 Wenbin Jiang
Cytek BioSciences, Inc.
May 18, 2021
Page 3
Manufacturing and Supply, page 122

9.       We note your disclosure that key components in your products are
supplied by sole or
         limited source suppliers and that with respect to many suppliers, you
do not have long
         term supply contracts. To the extent you do have supply contracts for
these key
         components and you are substantially dependent on such agreements,
please describe the
         material terms of such agreements and file the agreements as exhibits.
         please explain the basis of your belief that such disclosure is not
Intellectual Property, page 123

10.      Please revise to clarify the jurisdictions in which you own and have
patents pending
         outside the United States. With respect to your material patents,
please disclose the
         specific products, product groups and technologies to which such
patents relate, the type
         of patent protection you have, and the applicable jurisdictions and
clarify whether there
         are any contested proceedings or third-party claims.
Key Agreements, Licenses and Collaborations, page 124

11.      For each of the Biotium and BD Agreements, please disclose the amount
of the upfront
         payments and remove the corresponding redactions from Exhibits 10.11
and 10.12. With
         respect to the Biotium Agreement, please disclose a range for the
single digit percentage
         royalty rate. With respect to the BD Agreement, please disclose the
amount of the
         milestone payment that you have included in the contractual
obligations and commitments
         table on page 91 and remove the corresponding redactions in Exhibit
Executive Compensation
Summary Compensation Table, page 142

12.      Please revise to include a more detailed discussion of the material
terms of the non-equity
         incentive plan awards made to your named executive officers that
includes a general
         description of the performance criteria applied in determining the
amounts payable. Refer
         to Item 402(o)(4) of Regulation S-K.
Notes to consolidated financial statements
Note 15 - Commitments and contingencies
Legal proceedings, page F-28

13.    We note that you separated the settlement with Becton, Dickinson into
two elements,
FirstName LastNameWenbin Jiang
       litigation settlement and future licensing rights. Please tell us the
factors you considered
Comapany    NameCytek
       in identifying  theBioSciences,  Inc.settlement. Disclose your
allocation methodology and
                           elements of the
May 18,any  significant
          2021  Page 3 assumptions used.
FirstName LastName
 Wenbin Jiang
FirstName  LastNameWenbin Jiang
Cytek BioSciences, Inc.
May        NameCytek BioSciences, Inc.
     18, 2021
May 18,
Page 4 2021 Page 4
FirstName LastName

14.      Please supplementally provide us with copies of all written
communications, as defined in
         Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your behalf,
         present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
         not they retain copies of the communications. Please contact the staff
member associated
         with the review of this filing to discuss how to submit the materials,
if any, to us for our
       You may contact Eric Atallah at 202-551-3663 or Mary Mast at
202-551-3613 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Taylor Beech at 202-551-4515 or Dietrich King at 202-551-8071 with any


                                                               Division of
Corporation Finance
                                                               Office of Life
cc:      Gordon Ho