UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 11, 2025

MaxCyte, Inc.

(Exact name of registrant as specified in its charter)


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

9713 Key West Avenue, Suite 400

Rockville, Maryland 20850

(Address of principal executive offices, including zip code)

(301) 944-1700

(Registrant’s telephone number, including area code)

N/A

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

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:

☐ 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))

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


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

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).

Emerging growth company ☒

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. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) Departure of Ali Soleymannezhad as Chief Commercial Officer

On August 11, 2025, Ali Soleymannezhad’s employment as Chief Commercial Officer of MaxCyte, Inc. (the “Company”), ended. Mr. Soleymannezhad, in accordance with the terms of his Amended and Restated Severance Agreement dated July 1, 2024, (the “Severance Agreement”), will receive (i) his base salary for a period of nine months following the date of his termination (the “Severance Period”), and (ii) contributions to the cost of health care continuation under the Consolidated Omnibus Budget Reconciliation Act for the Severance Period. Mr. Soleymannezhad’s receipt of these benefits is contingent upon the execution and effectiveness of, and Mr. Soleymannezhad’s continued compliance with, the release of claims as found in the Severance Agreement. The foregoing description of the Severance Agreement is qualified by reference to the Severance Agreement, a copy of which was filed as exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025.

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.


	MaxCyte, Inc.

Dated: August 11, 2025	By:	/s/ Douglas Swirsky
		Douglas Swirsky
		Chief Financial Officer

MAXCYTE, INC. 8-K