NT 10-Q
23285D 109  






Washington, D.C. 20549



FORM 12b-25





(Check One):      

☐  Form 10-K     ☐  Form 20-F     ☐  Form 11-K     ☒  Form 10-Q

☐  Form 10-D     ☐  Form N-CEN     ☐  Form N-CSR

  For Period Ended: September 30, 2023
  ☐  Transition Report on Form 10-K
  ☐  Transition Report on Form 20-F
  ☐  Transition Report on Form 11-K
  ☐  Transition Report on Form 10-Q
  For the transition period ended:                                 



Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.


If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:





Cytek Biosciences, Inc.

Full Name of Registrant


Former Name if Applicable

47215 Lakeview Boulevard

Address of Principal Executive Office (Street and Number)

Fremont, California 94538

City, State and Zip Code

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)


☒      (a)  

The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;



The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and


  (c)   The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.


State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

Cytek Biosciences, Inc (the “Company” or “Cytek”) requires additional time to complete its financial closing procedures and ensure appropriate accounting of various intercompany transactions and accruals at the end of the reporting period impacting the Company. Accordingly, the Company is not able to complete the preparation, review and filing of its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2023 (the “Form 10-Q”) within the prescribed time period without unreasonable effort or expense. The Company currently expects to file its Form 10-Q on or before November 14, 2023, the prescribed due date pursuant to this Form 12b-25.



(1)          Name and telephone number of person to contact in regard to this notification.
    Patrik Jeanmonod                  877                  922-9835
    (Name)     (Area Code)     (Telephone Number)
(2)     Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).    ☒  Yes    ☐  No
(3)     Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?    ☒  Yes    ☐  No
    If so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
    See Appendix I for an explanation of the anticipated changes in results of operations, as reported in Cytek Biosciences, Inc. press release dated November 7, 2023 titled “Cytek Biosciences Reports Third Quarter 2023 Financial Results”



Cytek Biosciences, Inc.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.


Date:    November 13, 2023     By:     


          Name: Patrik Jeanmonod
          Title: Chief Financial Officer

INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.





Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).





Appendix I

Selected Third Quarter 2023 Financial Results

Total revenue for the third quarter of 2023 was $48.0 million, a 19% increase over the third quarter of 2022. This included $6.8 million of revenue from the products lines acquired from Luminex on February 28, 2023. Excluding revenue from this acquisition, organic revenue was $41.2 million, a 2% increase compared to the same period of the prior year.

Gross profit was $27.2 million for the third quarter of 2023, an increase of 1% compared to a gross profit of $26.9 million in the third quarter of 2022. Gross profit margin was 57% in the third quarter of 2023 compared to 66% in the third quarter of 2022.

Operating expenses were $33.6 million for the third quarter of 2023, a 32% increase from $25.5 million in the third quarter of 2022. The increases in operating expenses were primarily due to expenses related to increased headcount from the Luminex acquisition and personnel-related expenses across sales and marketing, research and development and general administrative. These expenses included an increase in trade shows and other sales and marketing costs, and an increase in fixed assets and intangible assets amortization costs.

Research and development expenses were $11.2 million for the third quarter of 2023 compared to $8.7 million for the third quarter of 2022.

Sales and marketing expenses were $12.1 million for the third quarter of 2023 compared to $8.8 million for the third quarter of 2022.

General and administrative expenses were $10.4 million for the third quarter of 2023, compared to $8.0 million for the third quarter of 2022.

Loss from operations in the third quarter of 2023 was $6.4 million compared to income from operations of $1.4 million in the third quarter of 2022. Net loss in the third quarter of 2023 was $6.5 million compared to a net income of $1.6 million in the third quarter of 2022.

Cash, cash equivalents, and short-term investments in marketable securities were approximately $288.0 million as of September 30, 2023, compared to $344.0 million as of December 31, 2022. The decline was primarily due to the acquisition of business lines from Luminex and Cytek’s repurchase of stock in 2023.

Cautionary Note Regarding Forward-Looking Statements

This Form 12b-25 contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The words “anticipate,” “will,” “expect” and similar terms and phrases are used in this Form 12b-25 to identify forward-looking statements, including statements regarding the Company’s ability to file the Form 10-Q within the time period prescribed by Rule 12b-25 and the Company’s expectations regarding its financial and business performance. Many factors could cause actual results and future events to differ materially from the forward-looking statements, including, among other things, the completion of the preparation of the financial statements and the risks and uncertainties set forth in the section entitled “Risk Factors” in the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 8, 2023 and other filings with the SEC. These forward-looking statements are based on management’s expectations as of the date of this filing. Readers are cautioned not to put undue reliance on forward-looking statements, and the Company assumes no obligation and does not intend to update or revise these forward-looking statements other than as required by applicable law. The Company does not give any assurance that it will achieve its expectations.



Cytek Biosciences, Inc.

Consolidated Balance Sheets



(In thousands, except share and per share data)

   September 30,
    December 31,
     (unaudited)     (audited)  



Current assets:


Cash and cash equivalents

   $ 163,629     $ 296,601  

Restricted cash

     —         2,899  

Marketable securities

     124,392       44,548  

Trade accounts receivable, net

     55,402       48,864  


     66,875       48,154  

Prepaid expenses and other current assets

     12,017       12,954  







Total current assets

     422,315       454,020  

Deferred income tax assets, noncurrent

     24,080       20,459  

Property and equipment, net

     17,415       13,682  

Operating lease right-of-use assets

     11,703       13,883  


     16,457       10,144  

Intangible assets, net

     24,292       4,331  

Other noncurrent assets

     3,168       2,957  







Total assets

   $ 519,430     $ 519,476  







Liabilities and stockholders’ equity


Current liabilities:


Trade accounts payable

   $ 4,711     $ 4,805  

Legal settlement liability, current

     2,600       2,163  

Accrued expenses

     20,514       21,126  

Other current liabilities

     7,821       7,960  

Deferred revenue, current

     23,047       12,986  







Total current liabilities

     58,693       49,040  

Legal settlement liability, noncurrent

     16,095       15,596  

Deferred revenue, noncurrent

     14,958       13,124  

Operating lease liability, noncurrent

     10,139       12,312  

Long term debt

     1,736       2,271  

Other noncurrent liabilities

     2,285       1,587  







Total liabilities

   $ 103,906     $ 93,930  







Stockholders’ equity:


Common stock, $0.001 par value; 1,000,000,000 authorized shares as of September 30, 2023 and December 31, 2022, respectively; 135,545,663 and 135,365,381 issued and outstanding shares as of September 30, 2023 and December 31, 2022, respectively.

     136       135  

Additional paid-in capital

     451,648       442,887  

Accumulated deficit

     (34,681     (17,030

Accumulated other comprehensive loss

     (1,579     (697

Noncontrolling interest in consolidated subsidiary

     —         251  







Total stockholders’ equity

   $ 415,524     $ 425,546  







Total liabilities and stockholders’ equity

   $ 519,430     $ 519,476  









Cytek Biosciences, Inc.

Consolidated Statements of Operations and Comprehensive Income (Loss)



     Three Months Ended     Nine Months Ended  

(In thousands, except share and per share data)

   September 30,
    September 30,
    September 30,
    September 30,

Revenue, net:



   $ 38,441     $ 36,389     $ 110,065     $ 104,963  


     9,559       4,088       24,717       10,737  













Total revenue, net

     48,000       40,477       134,782       115,700  













Cost of sales:



     16,205       10,606       45,557       34,153  


     4,617       3,009       12,847       9,947  













Total cost of sales

     20,822       13,615       58,404       44,100  













Gross profit

     27,178       26,862       76,378       71,600  

Operating expenses:


Research and development

     11,171       8,650       33,282       25,111  

Sales and marketing

     12,076       8,810       37,587       24,201  

General and administrative

     10,351       8,042       33,217       24,176  













Total operating expenses

     33,598       25,502       104,086       73,488  













Income (Loss) from operations

     (6,420     1,360       (27,708     (1,888

Other income (expense):


Interest expense

     (595     (649     (1,677     (1,886

Interest income

     1,622       1,584       4,965       1,993  

Other income (expense), net

     1,208       (445     4,600       (1,073













Total other income (expense), net

     2,235       490       7,888       (966













Income (loss) before income taxes

     (4,185     1,850       (19,820     (2,854

Provision for (benefit from) income taxes

     2,271       224       (2,169     (1,620













Net income (loss)

   $ (6,456   $ 1,626     $ (17,651   $ (1,234













Less: net income (loss) allocated to noncontrolling interests

     —         40       —         281  













Net income (loss) attributable to common stockholders, basic and diluted

   $ (6,456   $ 1,666     $ (17,651   $ (953













Net income (loss) attributable to common stockholders per share, basic

   $ (0.05   $ 0.01     $ (0.13   $ (0.01













Net income (loss) attributable to common stockholders per share, diluted

   $ (0.05   $ 0.01     $ (0.13   $ (0.01

Weighted-average shares used in calculating net loss per share, basic

     136,173,278       134,711,701       135,862,905       134,342,059  













Weighted-average shares used in calculating net loss per share, diluted

     136,173,278       138,709,335       135,862,905       134,342,059  













Comprehensive income (loss):


Net income (loss):

   $ (6,456   $ 1,626     $ (17,651   $ (1,234

Foreign currency translation adjustment, net of tax

     165       (758     (856     (1,427

Unrealized gain (loss) on marketable securities

     15       —         (26     —    













Net comprehensive income (loss)

   $ (6,276   $ 868     $ (18,533   $ (2,661