[8-K] MaxCyte, Inc. Reports Material Event

Rhea-AI Filing Summary

MaxCyte, Inc. reported the departure of Ali Soleymannezhad from his role as Chief Commercial Officer. The company states his separation is governed by an Amended and Restated Severance Agreement dated July 1, 2024.

Under that agreement, Mr. Soleymannezhad will receive his base salary for nine months and contributions toward COBRA health care continuation for the nine-month severance period, provided he executes and complies with the agreement's release of claims. The filing references the Severance Agreement filed as exhibit 10.2 to the Company’s Quarterly Report for the quarter ended March 31, 2025. No salary amounts, successor information, or additional operational or financial details were disclosed.

Positive

• Separation governed by a documented Severance Agreement, indicating formal contractual handling of the departure
• Specified benefits include nine months of base salary and COBRA contributions, with payouts contingent on a release of claims

Negative

• Chief Commercial Officer Ali Soleymannezhad departed, and the filing does not disclose a successor or transition plan
• No salary amounts or aggregate cost of the severance were disclosed, preventing assessment of financial impact

Insights

Financial Analyst

TL;DR: CCO departure documented with defined severance; the filing discloses contract terms but no monetary amounts or material financial impact.

The 8-K confirms a controlled separation under an existing severance agreement, specifying duration-based benefits rather than lump-sum figures. Because the filing does not state salary levels, aggregate severance cost, or identify a replacement, investors cannot quantify the near-term financial effect. The contingency on a signed release limits immediate payout risk. Absent additional operational disclosure, this item is informational rather than material to valuations.

Corporate Governance Expert

TL;DR: Governance processes appear followed; severance terms are contractual and conditioned on a release, reducing legal exposure.

The company references an Amended and Restated Severance Agreement and prior exhibit filing, indicating formal documentation and disclosure practices. The requirement that benefits are contingent on executing the release of claims is a standard governance mechanism to mitigate post-termination disputes. The filing does not describe transition planning or succession, which is relevant for assessing continuity in commercial leadership but was not provided in this disclosure.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported): August 11, 2025

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MaxCyte, Inc.

(Exact name of registrant as specified in its charter)

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Delaware		001-40674		52-2210438
(State or other jurisdiction of incorporation)	​	(Commission File Number)	​	(IRS Employer Identification No.)

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9713 Key West Avenue, Suite 400

Rockville, Maryland 20850

(Address of principal executive offices, including zip code)

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(301) 944-1700

(Registrant’s telephone number, including area code)

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N/A

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

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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:

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☐ 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))

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

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Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.01 par value	​	MXCT	​	The Nasdaq Stock Market LLC

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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).

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Emerging growth company    ☒

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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 account standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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(b) Departure of Ali Soleymannezhad as Chief Commercial Officer

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On August 11, 2025, Ali Soleymannezhad’s employment as Chief Commercial Officer of MaxCyte, Inc. (the “Company”), ended.  Mr. Soleymannezhad, in accordance with the terms of his Amended and Restated Severance Agreement dated July 1, 2024, (the “Severance Agreement”), will receive (i) his base salary for a period of nine months following the date of his termination (the “Severance Period”), and (ii) contributions to the cost of health care continuation under the Consolidated Omnibus Budget Reconciliation Act for the Severance Period.  Mr. Soleymannezhad’s receipt of these benefits is contingent upon the execution and effectiveness of, and Mr. Soleymannezhad’s continued compliance with, the release of claims as found in the Severance Agreement.  The foregoing description of the Severance Agreement is qualified by reference to the Severance Agreement, a copy of which was filed as exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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​	MaxCyte, Inc.
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Dated: August 11, 2025	By:	/s/ Douglas Swirsky
​	​	Douglas Swirsky
​	​	Chief Financial Officer

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FAQ

What did MaxCyte (MXCT) disclose about the CCO departure?

The company disclosed that Ali Soleymannezhad ended his employment as Chief Commercial Officer and that his separation is governed by an Amended and Restated Severance Agreement dated July 1, 2024.

What severance payments will the departing CCO receive according to the MXCT 8-K?

Under the agreement, he will receive base salary for nine months and contributions toward COBRA health care continuation for the nine-month severance period, contingent on executing a release of claims.

Is the financial amount of the severance disclosed in the filing?

No. The 8-K states the duration-based benefits but does not disclose specific salary amounts or the aggregate cost of severance.

Where can investors find the full Severance Agreement referenced by MXCT?

The filing references the Severance Agreement filed as exhibit 10.2 to the Company’s Quarterly Report for the quarter ended March 31, 2025.

Does the filing state a successor or transition plan for the CCO role?

No. The 8-K does not disclose any successor or details about transition planning for the Chief Commercial Officer role.