MaxCyte Inc 2025年度报告

SECURITIES AND EXCHANGE COMMISSION (Mark one) MaxCyte,Inc.(Exact name of registrant as specified in its charter) Securities registered pursuant to Section12(b)of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities Exchange Act of 1934during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filingrequirements for the past 90days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 ofRegulation S-T (§ 232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required to submit suchfiles). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growthcompany” in Rule12b-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 anynew or revised financial accounting standards provided pursuant to Section13(a)of the Exchange Act.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in thefiling reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrant’s executive officers during the relevant recovery period pursuant to§240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes☐No☒ The aggregate market value of the registrant’s voting and non-voting common stock held by non-affiliates as of June 30, 2025, the last business day ofthe registrant’s most recently completed second fiscal quarter, based on the closing sale price of the registrant’s common stock of $2.18, as reported bythe Nasdaq Global Select Market as of that date, was approximately $230.7 million. As of March 17, 2026, the registrant had 106,861,428 shares of common stock, $0.01 par value per share, issued and outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement relating to the 2026 annual meeting of stockholders, which the registrant intends to file with theSecurities and Exchange Commission not later than 120 days after the registrant’s fiscal year ended December 31, 2025, are incorporated by referenceinto Part III of this Annual Report on Form 10-K. Table of Contents PageNoPARTI8Item 1.Business8Item 1A.Risk Factors29Item 1B.Unresolved Staff Comments72Item 1C.Cybersecurity72Item 2.Properties74Item 3.Legal Proceedings74Item 4.Mine Safety Disclosures74PART II75Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and IssuerPurchases of Equity Securities75Item 6.[Reserved]75Item 7.Management’s Discussion and Analysis of Financial Condition and Results ofOperations76Item 7AQuantitative and Qualitative Disclosures about Market Risk92Item8.Financial Statements and Supplementary Data93Item 9.Changes in and Disagreements with Accountants on Accounting and FinancialDisclosure119Item 9A.Controls and Procedures119Item 9B.Other Information120Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections120PART III121Item10.Directors, Executive Officers and Corporate Governance121Item 11.Executive Compensation121Item 12.Security Ownership of Certain Beneficial Owners and Management and RelatedStockholder Matters121Item 13.Certain Relationships and Related Transactions, and Director Independence121Item 14.Principal Accountant Fees and Services121PARTIV122Item15.Exhibits and Financial Statement Schedules122Item16.Form 10-K Summary124Signatures125 Risk Factors Summary Our business is subject to numerous risks that you should carefully consider. These risks are more fullydescribed in the section titled “Risk Factors” included in Item 1A of this Annual Report on Form 10-K.These risks, which could materially and adversely affect our business, financial condition, operatingresults and prospects include, but are not limited to, the following: ●We are a cell engin