Cytek Biosciences changes shareholder meeting rules

The revised procedures cover ownership certifications, proxy-solicitation disclosures, universal proxy rules and special-meeting nominations.

Rhea-AI Filing Summary

Cytek Biosciences, Inc. (CTKB) adopted amended and restated bylaws, effective September 23, 2026. The changes require additional information and representations from proponents of stockholder proposals and director nominees, including that they maintain record or beneficial ownership through the record date and meeting date and disclose information about proxy solicitation.

The bylaws also incorporate universal proxy rules, expand the chairperson’s authority to disregard non-compliant proposals and nominations, and add advance-notice compliance and disqualification procedures for director nominations at special meetings. Other updates address adjournment notices for virtual and remote meetings and procedures for preparing and making available the list of stockholders entitled to vote.

8-K Event Classification

2 items: 5.03, 9.01

2 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Terms

universal proxy rules, beneficial ownership, record date, advance notice compliance, +1 more

5 terms

universal proxy rules regulatory

"Incorporate the universal proxy rules in Rule 14a-19"

Universal proxy rules require that when shareholders vote to elect directors in a contested election, the proxy card mailed to investors can include candidates nominated by both the company and dissident shareholders, letting investors mix and match their choices on a single ballot. This matters to investors because it makes their vote more flexible and easier to use, like replacing separate lists with one common ballot, which can influence who controls the board and the company’s future direction.

beneficial ownership regulatory

"maintain their record or beneficial ownership of shares"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

record date regulatory

"through the record date and the date of the meeting"

The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.

advance notice compliance regulatory

"Add advance notice compliance and chairperson disqualification procedures"

stockholders entitled to vote regulatory

"list of stockholders entitled to vote at a meeting"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What ownership must CTKB stockholder proposal proponents maintain?

Proponents must represent that they will maintain their record or beneficial ownership of shares through the record date and the date of the meeting. They must also disclose intent and other information relating to proxy solicitation.

What changed for CTKB director nominations at special meetings?

The bylaws add advance notice compliance and chairperson disqualification procedures for director nominations at a special meeting of stockholders.

Did CTKB update its virtual-meeting bylaws?

The bylaws update adjournment notice provisions to address virtual and remote meeting technology.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/29/2026 - 04:06 PM Accepted by SEC EDGAR 09/29/2026 - 04:06 PM Learn about SEC filing dates

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

September 23, 2026

Cytek Biosciences, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-40632		47-2547526
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)
47215 Lakeview Boulevard
Fremont, California				94538
(Address of principal executive offices)				(Zip Code)

Registrant’s telephone number, including area code: (877) 922-9835

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		CTKB		Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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 any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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 Number		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

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-3.1 EX-3.1 158.8 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB