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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported): September 22, 2025

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MaxCyte, Inc.

(Exact name of registrant as specified in its charter)

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Delaware		001-40674		52-2210438
(State or other jurisdiction of incorporation)	​	(Commission File Number)	​	(IRS Employer Identification No.)

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9713 Key West Avenue, Suite 400

Rockville, Maryland 20850

(Address of principal executive offices, including zip code)

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(301) 944-1700

(Registrant’s telephone number, including area code)

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N/A

(Former name or former address, if changed since last report)

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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:

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☐ 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))

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Securities registered pursuant to Section 12(b) of the Act:

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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

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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).

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Emerging growth company    ☒

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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. ☐

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Item 2.05. Costs Associated with Exit or Disposal Activities.

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On September 22, 2025, the Board of Directors of MaxCyte, Inc. approved a workforce reduction plan (the “Plan”) as part of the Company’s ongoing efforts to streamline operations, improve its cost structure, and align resources with strategic priorities. The Plan is expected to result in a reduction of approximately 34% of the Company’s workforce globally, which includes both directly employed personnel and individuals engaged through third-party employer-of-record (“EOR”) arrangements.

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In connection with the implementation of the Plan, the Company currently estimates that it will incur an aggregate of approximately $2.9 million of pre-tax, cash charges. The Company expects to incur these charges primarily during the third quarter of 2025 and payment of these charges are expected to occur through Q2 2026.  These charges are expected to consist of the following:

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$1.8 million in severance and termination-related benefits for directly employed personnel, including cash severance and healthcare continuation;

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$0.6 million in costs associated with employees engaged through EOR arrangements, including severance, benefits, and statutory notice-period wages administered in accordance with applicable labor laws in jurisdictions such as Germany, France, and the United Kingdom;

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$0.4 million in wages and benefits required under the Maryland Economic Stabilization Act (commonly referred to as the “Mini-WARN Act”), which mandates 60 days’ advance notice or pay in lieu thereof for affected employees in Maryland; and

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$0.1 million in other associated costs, including legal fees, consulting services, and administrative expenses related to implementing the Plan.

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The actual timing and amount of these charges may differ from the Company’s current estimates due to a variety of factors, including the finalization of severance terms, jurisdiction-specific legal requirements, third-party administration of EOR-related obligations, and the pace of transition activities. The Company may also incur additional non-material charges in future periods related to the Plan.

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The Company anticipates that the implementation of the Plan will be substantially completed in November 2025. The Company expects the workforce reduction to result in annualized cost savings of approximately $13.6 million, which will begin to be realized in the fourth quarter of 2025.

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In addition to the Plan, the Company continues to evaluate further cost optimization other than workforce changes to align its overall cost structure and operational footprint with evolving business needs and market conditions.  

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Forward-looking statements in this Current Report on Form 8-K, including those regarding the expected timing, costs, and savings related to the Plan, are subject to risks and uncertainties. These risks include, but are not limited to, the Company’s ability to complete the workforce reduction as planned and achieve the anticipated benefits related thereto. Risks and uncertainties related to our business are described in greater detail in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission (“SEC”) on March 11, 2025, as well as in discussions of potential risks, uncertainties, and other important factors in the other filings that we make with the Securities and Exchange Commission from time to time.

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Item 7.01. Regulation FD Disclosure.

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On September 22, 2025, the Company issued a press release announcing the Plan.  A copy of the press release is attached hereto as Exhibit 99.1.

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The information contained in Item 7.01 of 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.

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Item 9.01. Financial Statements and Exhibits.

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(d) Exhibits

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Exhibit Number		Exhibit Description
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99.1	​	Press Release, dated September 22, 2025
104	​	Cover Page Interactive Data (embedded within the Inline XBRL document)

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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.

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​	MaxCyte, Inc.
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Dated: September 22, 2025	By:	/s/ Douglas Swirsky
​	​	Douglas Swirsky
​	​	Chief Financial Officer

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