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United States securities and exchange commission logo
June 28, 2021
Wenbin Jiang
President and Chief Executive Officer
Cytek BioSciences, Inc.
46107 Landing Pkwy
Fremont, California 94538
Re: Cytek BioSciences,
Inc.
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted June 14,
2021
CIK No. 0001831915
Dear Dr. Jiang:
We have reviewed your amended draft registration statement and
have the following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments. Unless we note otherwise, our references to prior comments are
to comments in our
May 18, 2021 letter.
Amendment No. 1 to Draft Registration Statement on Form S-1 Submitted
June 14, 2021
Cover Page
1. We note your response
to comment 1. Please disclose on the prospectus cover page
the aggregate percent
of the voting power that your executive officers, directors and
current beneficial
owners of 5% or more of your common stock will control after the
offering.
Summary Consolidated Financial Data, page 15
2. Please clarify what is
included in the Other (income) expense, non-GAAP adjustment here
and on page 80.
Wenbin Jiang
FirstName LastNameWenbin Jiang
Cytek BioSciences, Inc.
Comapany
June NameCytek BioSciences, Inc.
28, 2021
June 28,
Page 2 2021 Page 2
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Critical accounting policies, significant judgments and use of estimates
Variable interest entities and voting interest entities, page 104
3. We note your disclosure regarding the company's accounting policies
for VIEs and
VOEs. Please tell us which entities you consider VIEs and VOEs and
whether any are
located or have operations in China.
Consolidated Financial Statements for the Years Ended December 31, 2020
Notes to the Consolidated Financial Statements
15. Commitments and Contingencies, page F-28
4. You state that you applied the residual method and allocated the
difference between the
total present value consideration payable under the BD Agreement and
the estimated fair
value of the future licensing rights to the litigation settlement
element. You have recorded
a legal settlement liability of $21.7 million and $17.2 million at
December 31, 2019 and
2020, respectively, and appear to be accreting the amount to its
present value. Please
clarify the following:
the total present value consideration payable under the
agreement and how much was
allocated to the two elements, litigation settlement and future
licensing rights,
if the estimated fair value of the future licensing rights
equates to the royalty
payments you expect to pay under the agreement and, if not, tell
us why you believe
the amounts allocated to the elements of the legal settlement are
appropriate,
if the legal settlement liability recorded relates solely to
the estimated royalty
payments or if it includes other payments such as the $6.0
million milestone payment,
if licensing expense to be recorded in future periods will be
classified as cost of sales,
how you accounted for the issuance of 1,565,698 shares of
common stock to BD, and
as of December 31, 2020, it was probable that the specified
sales milestone would be
achieved within 12 months, if such is the case.
Consolidated Financial Statements for the Quarter ended March 31, 2021
Notes to the Consolidated Financial Statements
2. Basis of presentation and summary of significant accounting policies
Principles of consolidation, page F-36
5. You state that you consolidate your wholly-owned subsidiaries, which
appears to include
Cytek Japan. However you reference your accounting for noncontrolling
interests on page
F-36. In Note 16 on page F-57 you state you owned 73% of Cytek Japan
at March 31,
2021. Since it appears that Cytek Japan was not wholly-owned, please
clarify the
inconsistency. In addition, you have included an accounting policy on
page F-36 and in
Critical Accounting Policies on page 103 for Variable interest
entities and voting interest
entities. Please clarify on page F-57 if and how the policy relates to
Cytek Japan and the
accounting basis for any entity accounted for under the VIE or VOE
model. Also, please
Wenbin Jiang
Cytek BioSciences, Inc.
June 28, 2021
Page 3
clarify in Note 16 the basis for the $40,000 gain recorded for your
Investment in Cytek
Japan discussed on page 92.
You may contact Eric Atallah at 202-551-3663 or Mary Mast at
202-551-3613 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Taylor Beech at 202-551-4515 or Dietrich King at 202-551-8071 with any
other
questions.
Sincerely,
FirstName LastNameWenbin Jiang
Division of
Corporation Finance
Comapany NameCytek BioSciences, Inc.
Office of Life
Sciences
June 28, 2021 Page 3
cc: Gordon Ho
FirstName LastName