MAXCYTE INC

Our business is subject to risks and events that, if they occur, could adversely affect our financial condition and results of operations and the trading price of our securities. In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the factors described in Part I, Item 1A. “Risk Factors” and elsewhere in the 2023 Form 10-K. Other than set forth below, there have been no material changes to the risk factors set forth in that report.

We are currently evaluating the benefits and challenges of maintaining dual listings of our stock on both AIM and the Nasdaq Global Select Market (“Nasdaq”) and may consider concentrating our trading on Nasdaq. If the Company decides to cancel the admission of our common stock from AIM, and such cancellation is approved by our shareholders, the associated transition could affect the liquidity of our shares and may create volatility during the transition period. Furthermore, if sufficient demand does not exist to absorb shares held by investors who are unable or unwilling to hold Nasdaq-listed securities, our share price could decline.

Our shares of common stock are traded on both AIM, a market operated by the London Stock Exchange plc, and the Nasdaq Global Select Market.

We are currently considering, and may elect to cancel the admission of our common stock from AIM, as we believe that concentrating our trading on a single exchange may improve liquidity and reduce administrative costs associated with maintaining dual listings. At present, the vast majority of our trading volume occurs on the Nasdaq Global Select Market. If the Company’s board of directors ultimately decides that cancelling the admission of our common stock from AIM is in the best interests of the Company and its shareholders, we would request shareholder approval to implement this strategy at the 2025 Annual Meeting of Shareholders. While we have not made any final determinations as to whether to cancel the admission of our common stock from AIM, if we do pursue this path, the associated transition could impact the price of our common stock and affect the liquidity of our common stock. During the transition and following the cancellation of admission of our common stock, the Company may not be able to raise capital from certain shareholders that require or otherwise prefer the AIM listing for purposes of holding shares of our common stock. It may also may become more difficult for stockholders to dispose of, transfer, or obtain accurate price quotations for our common stock in the transition period.

Additionally, transferring shares between markets requires the completion of specific procedures with our transfer agent, which could cause delays and incur costs for stockholders. If we choose to cancel the admission of our common stock from AIM, investors currently holding shares on AIM may experience reduced liquidity and some investors may be unable to hold shares solely traded on Nasdaq, which could lead to a selloff by such investors and result in downward pressure on our share price. Investors whose source of funds for the purchase of shares of our common stock is denominated in a currency other than U.S. Dollars may also be adversely affected by fluctuations in the exchange rate between such currency and the U.S. Dollar.