UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Amendment No.1
CURRENT REPORT
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Explanatory Note
As previously disclosed in the Current Report on Form 8-K filed by Cytek Biosciences, Inc. (the “Company”) on February 13, 2023, the Company entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Luminex Corporation (“Luminex”), pursuant to which the Company acquired certain assets relating to the flow cytometry and imaging business of Luminex, including relating to the business of manufacturing, marketing, selling, servicing and maintaining Amnis, CellStream, Guava and Muse-branded instruments, and flow cytometry reagent products and services of Luminex (the “FCI Business”) from Luminex.
On February 28, 2023, the Company filed a Current Report on Form 8-K (the “Initial Filing”) to report, among other things, that the closing contemplated by the Purchase Agreement occurred on February 28, 2023, following the satisfaction or waiver of the closing conditions under the Purchase Agreement.
This Current Report on Form 8-K/A (this “Amendment No. 1”) amends the Initial Filing to provide the financial statements and pro forma financial information required by Items 9.01(a) and 9.01(b) of Form 8-K that were previously omitted from the Initial Filing. This Amendment No. 1 does not amend any other item of the Initial Filing and all other information previously reported in or filed with the Initial Filing is hereby incorporated by reference to this Amendment No. 1.
Item 9.01 Financial Statements and Exhibits
| (a) | Financial Statement of Business Acquired |
The audited abbreviated financial statements of the FCI Business as of and for the year ended December 31, 2022, and the related notes and the related independent auditors’ report thereon, are filed herewith as Exhibit 99.1 and incorporated herein by reference.
| (b) | Pro Forma Financial Information |
Certain unaudited pro forma financial information as of and for the year ended December 31, 2022 are filed herewith as Exhibit 99.2 and incorporated herein by reference.
| (d) | Exhibits |
| Exhibit No. |
Description | |
| 23.1 | Consent of PricewaterhouseCoopers LLP, independent auditors of Luminex. | |
| 99.1 | Audited abbreviated financial statements of the FCI Business as of and for the year ended December 31, 2022, and the related notes and the related independent auditors’ report thereon. | |
| 99.2 | Unaudited pro forma combined financial information as of and for the year ended December 31, 2022. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Cytek Biosciences, Inc. | ||||||
| Date: May 15, 2023 | By: | /s/ Wenbin Jiang, Ph.D. | ||||
| Wenbin Jiang, Ph.D. President and Chief Executive Officer | ||||||