UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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. |
(c) Appointment of Certain Officers.
On October 31, 2022, the Board of Directors (the “Board”) of Cytek Biosciences, Inc. (the “Company”) announced the appointment of Chris Williams as the Company’s Chief Operating Officer, effective October 31, 2022.
Chris Williams, age 53, joins the Company from Thermo Fisher Scientific, where he served as Vice President, Engineering Technology, Operations, and Innovation from January 2022 to October 2022, Vice President and General Manager, Single-Use Technologies from May 2020 to January 2022, and Vice President and General Manager, Bioprocess Equipment & Automation from October 2018 to May 2020. Prior to that, Mr. Williams served as Vice President of Site Engineering at Bayer Pharmaceuticals from August 2017 to October 2018.
In connection with his appointment, Mr. Williams received and has agreed to the terms of an offer letter (the “Offer Letter”) providing for an annual base salary of $395,000 and eligibility to participate in the Company’s annual bonus program with a target bonus amount equal to 50% of his annual base salary. Mr. Williams will also receive a one-time sign-on cash bonus of $100,000, which is refundable if Mr. Williams terminates his service with the Company within 12 months of his employment start date. Additionally, Mr. Williams will receive equity grants in the amount of $500,000, comprised of 50% in stock options and 50% in restricted stock units (“RSUs”). The number of stock options will be determined using the Black-Scholes methodology, and the options will vest over four years, with 25% vesting on the first-year anniversary of the employment start date and 1/48th of the total grant vesting each month thereafter, subject to Mr. Williams’ continuous service with the Company. The number of RSUs will be determined based upon the closing sale price of the Company’s common stock on the date of grant, with 25% vesting on November 18, 2023 and the remaining 75% vesting in equal installments each quarter thereafter for the remaining three years, subject to Mr. Williams’ continuous service with the Company.
The foregoing is a summary of certain provisions of the Offer Letter and this summary is qualified in its entirety by reference to the Offer Letter attached as Exhibit 10.1 hereto.
Mr. Williams will be eligible to participate in the Company’s 2021 Employee Stock Purchase Program (the “ESPP Program”) and the Company’s Severance Benefit Plan. Under the Severance Benefit Plan, Mr. Williams will be eligible to receive certain severance benefits in the event of limited qualifying termination events. The Severance Benefit Plan was previously filed as Exhibit 10.10 to the Company Registration Statement on Form S-1 (No. 333-257663), as amended, as originally filed on July 2, 2021.
The Company will enter into the Company’s standard form of indemnification agreement with Mr. Williams. The indemnification agreement provides, among other things, that the Company will indemnify each officer for certain expenses which he may be required to pay in connection with certain claims to which he may be made a party by reason of his position as an officer of the Company, and otherwise to the fullest extent permitted by law. The form of indemnification agreement was previously filed as Exhibit 10.7 to the Company’s Registration Statement on Form S-1 (No. 333-257663), as amended, as originally filed on July 2, 2021.
There are no family relationships between Mr. Williams and any of the Company’s directors or executive officers. Mr. Williams is not a party to any current or proposed transaction with the Company for which disclosure is required under Item 404(a) of Regulation S-K.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 10.1 | Offer Letter dated October 4, 2022, between Chris Williams and the Company | |
| 99.1 | Press Release dated October 31, 2022 | |
| 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: November 1, 2022 | By: | /s/ Wenbin Jiang, Ph.D. | ||||
| Wenbin Jiang, Ph.D. | ||||||
| President and Chief Executive Officer | ||||||