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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): October 14, 2024

MaxCyte, Inc.

(Exact name of registrant as specified in its charter)

Delaware

    

001-40674

    

52-2210438

(State or other jurisdiction of
incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

9713 Key West Avenue, Suite 400

Rockville, Maryland 20850

(Address of principal executive offices, including zip code)

(301) 944-1700

(Registrant’s telephone number, including area code)

N/A

(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, $0.01 par value

MXCT

The Nasdaq Stock Market LLC

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

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

On October 14, 2024, MaxCyte, Inc. (the “Company”) increased the size of the Company’s Board of Directors (the “Board”) from nine to ten directors, and appointed Cynthia Collins as a Class II director to fill the vacancy, effective as of that same date. The Board also appointed Ms. Collins to serve on the Compensation Committee of the Board.

There are no arrangements or understandings between Ms. Collins and any other person pursuant to which Ms. Collins was selected as a director. There are no transactions involving Ms. Collins that would be required to be reported under Item 404(a) of Regulation S-K. 

In connection with her appointment as a director of the Company, Ms. Collins will enter into the Company’s standard indemnification agreement applicable to non-employee directors and will be eligible for compensation in accordance with the Company’s director compensation program, as described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 26, 2024.

In addition, at the close of business on October 14, 2024, Ms. Collins will receive a grant of 97,698 stock options and 51,679 restricted stock units. The stock options will vest over three years, with an initial vesting of one-third after 12 months and the remainder vesting ratably monthly over the following 24 months, subject to Ms. Collins' continued service on the Board.  The restricted stock units will vest over a one-year period, with 100% vesting 12 month following the grant date, subject to Ms. Collins’ continued service on the Board.  The stock options and restricted stock units granted to Ms. Collins are to be settled in shares of the Company’s common stock.

Item 7.01 Regulation FD Disclosure.

On October 15, 2024, the Company issued a press release announcing Ms. Collins’ appointment. A copy of the press release is attached hereto as Exhibit 99.1.

The information contained in this Current Report on Form 8-K, including Exhibit 99.1 hereto, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section and shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit
Number

    

Exhibit Description

99.1

Press Release, dated as of October 15, 2024

104

Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

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.

MaxCyte, Inc.

Dated: October 15, 2024

By:

/s/ Douglas Swirsky

Douglas Swirsky

Chief Financial Officer

Exhibit 99.1

Graphic

MaxCyte Appoints Cynthia Collins to its Board of Directors

Rockville, MD, Oct. 15, 2024 MaxCyte, Inc., (Nasdaq: MXCT; LSE: MXCT), a leading, cell-engineering focused company providing enabling platform technologies to advance the discovery, development and commercialization of next-generation cell-based therapeutics and innovative bioprocessing applications, today announced the appointment of Cynthia Collins to the Company’s Board of Directors as a non-executive director, effective October 14, 2024. Collins will serve on the board’s compensation committee. Following her appointment, MaxCyte’s total Board of Directors will increase to 10 members.

“I am pleased to welcome Cynthia to MaxCyte’s Board of Directors,” said Maher Masoud, President and CEO of MaxCyte. “Cynthia has extensive and impressive leadership experience in the fields of cell therapy and genetic medicine that will be invaluable to MaxCyte in the coming years. I look forward to working alongside her to enable a growing set of next-generation cell therapies as the premier cell engineering platform in our industry.”

Ms. Collins brings over 40 years of experience in the biotechnology industry and cell and gene medicines to MaxCyte, including her most recent role as Chief Executive Officer of Editas Medicine, where she was involved in dosing the first patient ever with an in-vivo gene modified therapy. Previously, Ms. Collins served as Chief Executive Officer of Human Longevity Inc., Chief Executive Officer/General Manager of General Electric Healthcare’s Cell Therapy and Lab Businesses, and Chief Executive Officer of GenVec, Inc., a vaccine and gene therapy company.

Currently, Ms. Collins serves as a member of the Board of Directors of several healthcare companies, including Alanis Therapeutics, Nutcracker Therapeutics, Poseida Therapeutics (Nasdaq: PSTX), Certara (Nasdaq: CERT), DermTech (OTC: DMTKQ), Draper Laboratory, and Panavance Therapeutics. She is also a board member of the Foundation for mRNA Medicines.

Cynthia Collins holds a Bachelor of Science degree in Microbiology from the University of Illinois, Urbana and an MBA from The University of Chicago Booth School of Business.

“I am honored to join MaxCyte’s Board of Directors, where I believe there is exceptional work being done to propel the cell and genetic medicine industry forward,” said Cynthia Collins. “I am excited to support the Company’s growth and innovation as they continue to help developers bring a new class of therapies to market.”

Regulatory Disclosures

In accordance with Rule 17, Schedule Two paragraph (g) of the AIM Rules for Companies, Cynthia Lynne Collins (66) holds, or has held, the following directorship or partnerships in the last five years:

Current

Past 5 years

Alanis Therapeutics, Inc.

Triumvira Immunologics, Inc.


Nutracker Therapeutics, Inc.

Biocare Medical LLC

Panavance Therapeutics, Inc.

Human Longevity, Inc.

The Charles Stark Draper Laboratory, Inc.

Editas Medicine, Inc.

Poseida Therapeutics, Inc.

ARM Foundation for Cell and Gene Medicine

Certara, Inc.

DermTech Inc.

The Foundation for MRNA Medicines, Inc.

Cynthia Collins, was previously appointed as an independent director to the Board of DermTech, Inc. on May 24, 2018. On June 18, 2024, the Company filed for Chapter 11 bankruptcy. On August 21, 2024 the US Bankruptcy Court for the District of Delaware approved the sale of a substantial amount of DermTech Inc.’s assets through a court-supervised auction.

Save as disclosed above, there is no further information to be disclosed pursuant to Rule 17 Schedule Two paragraph (g) of the AIM Rules for Companies in respect of the appointment of Cynthia Collins.

About MaxCyte

At MaxCyte, we pursue cell engineering excellence to maximize the potential of cells to improve patients’ lives. We have spent more than 20 years honing our expertise by building best-in-class platforms, perfecting the art of the transfection workflow, and venturing beyond today’s processes to innovate tomorrow’s solutions. Our ExPERT™ platform, which is based on our Flow Electroporation® technology, has been designed to support the rapidly expanding cell therapy market and can be utilized across the continuum of the high-growth cell therapy sector, from discovery and development through commercialization of next-generation, cell-based medicines. The ExPERT family of products includes: four instruments, the ATx™, STx™, GTx™ and VLx ™; a portfolio of proprietary related processing assemblies or disposables; and software protocols, all supported by a robust worldwide intellectual property portfolio. By providing our partners with the right technology platform, as well as scientific, technical and regulatory support, we aim to guide them on their journey to transform human health. Learn more at maxcyte.com and follow us on X and LinkedIn.

MaxCyte Contacts:

US IR Adviser

Gilmartin Group

David Deuchler, CFA

+1 415-937-5400

ir@maxcyte.com

US Media Relations

Spectrum Science

Jordan Vines

jvines@spectrumscience.com

+1 540-629-3137


Nominated Adviser and Joint Corporate Broker

Panmure Liberum

Emma Earl / Freddy Crossley

Corporate Broking

Rupert Dearden

+44 (0)20 7886 2500

UK IR Adviser

ICR Consilium

Mary-Jane Elliott

Chris Welsh

+44 (0)203 709 5700

maxcyte@consilium-comms.com


v3.24.3
Document and Entity Information
Oct. 14, 2024
Document and Entity Information [Abstract]  
Document Type 8-K
Document Period End Date Oct. 14, 2024
Entity File Number 001-40674
Entity Registrant Name MaxCyte, Inc.
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 52-2210438
Entity Address State Or Province MD
Entity Address, Address Line One 9713 Key West Avenue
Entity Address, Adress Line Two Suite 400
Entity Address, City or Town Rockville
Entity Address, Postal Zip Code 20850
City Area Code 301
Local Phone Number 944-1700
Title of 12(b) Security Common Stock, $0.01 par value
Trading Symbol MXCT
Security Exchange Name NASDAQ
Entity Emerging Growth Company true
Entity Ex Transition Period false
Entity Central Index Key 0001287098
Amendment Flag false
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false

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