Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Amendment and Restatement of Certificate of Incorporation
On July 27, 2021, Cytek Biosciences, Inc. (the "Company") filed an amended and
restated certificate of incorporation (the "Restated Certificate") with the
Secretary of State of the State of Delaware in connection with the closing of
the Company's initial public offering (the "IPO") of shares of its common stock,
par value $0.001 per share (the "Common Stock"). The Company's board of
directors and stockholders previously approved the Restated Certificate to be
effective upon the closing of the IPO.
Amendment and Restatement of Bylaws
Effective as of July 27, 2021, the Company adopted amended and restated bylaws
(the "Restated Bylaws") in connection with the closing of the IPO. The Company's
board of directors and stockholders previously approved the Restated Bylaws to
be effective upon the closing of the IPO.
The foregoing descriptions of the Restated Certificate and the Restated Bylaws
are qualified in their entirety by reference to the full text of the Restated
Certificate and the Restated Bylaws, which are filed as Exhibits 3.1 and 3.2
hereto, respectively, and are incorporated herein by reference.
Item 8.01 Other Events.
On July 27, 2021, the Company closed its IPO of 14,564,635 shares of its Common
Stock at a price to the public of $17.00 per share. The gross proceeds to the
Company from the IPO were $200 million, before deducting underwriting discounts
and commissions and offering expenses payable by the Company. The offering
consisted of 11,764,706 shares of common stock issued and sold by the Company
and 2,799,929 shares of common stock sold by the selling stockholders named in
the prospectus.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
3.1 Amended and Restated Certificate of Incorporation of the Registrant.
3.2 Amended and Restated Bylaws of the Registrant.
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