MAXCYTE INC
For the period ended Jun 18, 2025. Filed Apr 28, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 18, 2025 · Filed Apr 28, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under §240.14a-12
MaxCyte, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
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No fee required
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Fee paid previously with preliminary materials
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
9713 Key West Avenue, Suite 400
Rockville, Maryland 20850
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held On June 18, 2025
Dear Stockholder:
You are cordially invited to attend the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Max Cyte, Inc., a Delaware corporation (the “Company,” “we,” “us,” or “our,” as the context requires). The Annual Meeting will be held on Wednesday, June 18, 2025 at 11:00 a.m. Eastern Time at the Company’s principal executive offices at 9713 Key West Avenue, Suite 400, Rockville, Maryland 20850. The Annual Meeting will be held for the following purposes:
To elect the Board’s three nominees as identified in the accompanying Proxy Statement as Class I directors: Maher Masoud, Yasir Al-Wakeel, and Rekha Hemrajani.
To approve an amendment to the MaxCyte, Inc. 2022 Equity Incentive Plan to increase the number of shares of the Company’s common stock issuable thereunder by 2,950,000 shares.
To approve the cancellation of admission to trading of the Company’s common stock on AIM, a securities trading market of the London Stock Exchange plc in the United Kingdom.
To ratify the Audit Committee’s selection of CohnReznick LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2025.
To approve the adjournment of the Annual Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies.
To conduct any other business properly brought before the Annual Meeting.
These items of business are more fully described in the Proxy Statement accompanying this Notice.
The record date for the Annual Meeting is April 22, 2025. Only stockholders of record at the close of business on that date may vote at the Annual Meeting or any adjournment thereof.
| | | Important Notice Regarding the Availability of Proxy Materials for the Stockholders’ Meeting to Be Held on Wednesday, June 18, 2025 at 9713 Key West Avenue, Suite 400, Rockville, Maryland 20850: | | |
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By Order of the Board of Directors
David Sandoval
Senior Vice President, General
Counsel and Corporate Secretary
Rockville, Maryland
April 28, 2025
| | | You are cordially invited to attend the Annual Meeting in person. Whether or not you expect to attend the Annual Meeting, please complete, date, sign and return the enclosed proxy, or vote by telephone or the internet as instructed in these materials, as promptly as possible in order to ensure your representation at the Annual Meeting. A return envelope (which is postage prepaid if mailed in the United States) has been provided for your convenience. Even if you have voted by proxy, you may still vote in person if you attend the Annual Meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the Annual Meeting, you must obtain a proxy issued in your name from that record holder. | | |
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TABLE OF CONTENTS
9713 Key West Avenue, Suite 400
Rockville, Maryland 20850
PROXY STATEMENT
FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS
To Be Held On June 18, 2025
PROXY SUMMARY
In this Proxy Statement, we refer to MaxCyte, Inc. as the “Company,” “MaxCyte,” “we,” or “us” and the Board of Directors as our “Board.” This Proxy Summary highlights information contained elsewhere in this Proxy Statement in connection with the Company’s 2025 Annual Meeting of Stockholders (the“Annual Meeting”). This Proxy Summary does not contain all of the information you should consider and you should read the entire Proxy Statement before voting.
OVERVIEW OF PROPOSALS TO BE PRESENTED AT THE ANNUAL MEETING
| Proposals | | | Page | | | Voting Standard | | | Board Recommendation | |
|---|---|---|---|---|---|---|---|---|---|---|
| Election of the three Class I directors named in this Proxy Statement | | | 7 | | | Plurality of shares present in person or represented by proxy and entitled to vote on the matter | | | “FOR” each director nominee | |
| Approval of an amendment to the MaxCyte, Inc. 2022 Equity Incentive Plan (the “2022 Plan”) to increase the number of shares of the Company’s common stock issuable thereunder by 2,950,000 shares | | | 18 | | | Majority of shares present in person or represented by proxy and entitled to vote on the matter | | | “FOR” | |
| Approval of the cancellation of admission to trading of the Company’s common stock on AIM, a market of the London Stock Exchange (“AIM”) (the “AIM Delisting Proposal”) | | | 28 | | | The approval of seventy-five percent (75%) of the voting power of all of the then outstanding shares as of the record date given at the Annual Meeting | | | “FOR” | |
| Ratification of the selection of CohnReznick LLP as the Company’s independent registered public accounting firm for its fiscal year ending December 31, 2025 | | | 32 | | | Majority of shares present in person or represented by proxy and entitled to vote on the matter | | | “FOR” | |
| Approval of the adjournment of the Annual Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies | | | 33 | | | Majority of shares present in person or represented by proxy and entitled to vote on the matter | | | “FOR” | |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.