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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,
Inc.
Draft Registration
Statement on Form S-1
Submitted April 22,
2021
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
response.
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
comments.
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.
Comapany
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
company.
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
Europe.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
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.
Business
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.
Alternatively,
please explain the basis of your belief that such disclosure is not
required.
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
10.12.
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.
Comapany
May NameCytek BioSciences, Inc.
18, 2021
May 18,
Page 4 2021 Page 4
FirstName LastName
General
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
review.
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
other
questions.
Sincerely,
Division of
Corporation Finance
Office of Life
Sciences
cc: Gordon Ho