UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On September 23, 2026, the board of directors of Cytek Biosciences, Inc. (the “Company”) unanimously adopted amended and restated bylaws of the Company (as amended and restated, the “A&R Bylaws”), effective as of such adoption date.
The following is a summary of the material changes made to the Company’s amended and restated bylaws in effect prior to the adoption of the A&R Bylaws, and is qualified in its entirety by reference to the full text of the A&R Bylaws, a copy of which is attached to this Current Report on Form 8-K as Exhibit 3.1 and incorporated herein by reference.
| Bylaw § | Bylaw Change | |
| 5(b)(ii) |
Remove the prefatory clause referencing Rule 14a-8 proposals from Section 5(b)(ii). | |
| 5(b)(iv) |
Require additional information regarding proponents of stockholder proposals and director nominees and require such proponents to make certain representations and certifications related to the proposals or nominees. Require such proponents to represent that they will maintain their record or beneficial ownership of shares through the record date and the date of the meeting, and to disclose intent and other information relating to solicitation of proxies. | |
| 5(e) |
Expand the chairperson’s authority to disregard non-compliant nominations and business proposals. | |
| 5(f) |
Incorporate the universal proxy rules in Rule 14a-19 under the 1934 Act. | |
| 6(e) |
Add advance notice compliance and chairperson disqualification procedures for director nominations at a special meeting of stockholders. | |
| 9 |
Update the adjournment notice provisions to address virtual and remote meeting technology. | |
| 12 |
Modify the required preparation procedures, content and availability of the list of stockholders entitled to vote at a meeting in accordance with the current provisions of the Delaware General Corporation Law. | |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 3.1 | Amended and Restated Bylaws of Cytek Biosciences, Inc. | |
| 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: September 29, 2026 | By: | /s/ Wenbin Jiang | ||||
| Wenbin Jiang, Ph.D. | ||||||
| President and Chief Executive Officer | ||||||