MaxCyte, Inc.

Item 1.01. Entry into a Material Definitive Agreement. On November 9, 2026, MaxCyte, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Ohio TopCo LP and Arcline Capital Partners A LP (together, the “Sellers”), affiliates of Arcline Investment Management, and the other parties thereto, pursuant to which the Company will acquire, indirectly, all of the outstanding equity interests of Akron BioProducts LLC (“Akron”) (the “Acquisition”). The consideration for the Acquisition consists of (i) $105.0 million in cash payable at the closing of the Acquisition (the “Closing”), subject to customary adjustments, (ii) 20,639,733 shares (the “Stock Consideration”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), and (iii) $20.0 million in guaranteed, deferred cash payments, consisting of $10.0 million each, payable on the first business day of 2028 and the first business day of 2029. The Purchase Agreement contains customary representations, warranties and covenants. The representations and warranties of the parties do not survive the Closing. Concurrently with the execution of the Purchase Agreement, the Company obtained a conditional binder for a buyer-side representations and warranties insurance policy, which will provide the Company’s sole recourse with respect to losses arising from breaches of the representations and warranties of the Sellers in the Purchase Agreement, except for claims against a Seller for fraud committed by such Seller. The Closing is subject to customary closing conditions, including the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the approval of the Stock Consideration for listing on The Nasdaq Stock Market LLC, and is not subject to a financing condition or the approval of the Company’s stockholders. The Purchase Agreement may be terminated under customary circumstances, including if the Closing has not occurred within 120 days after the date of the Purchase Agreement. The Closing is expected to occur before the end of 2026. The Stock Consideration will be subject to a six-month lock-up following the Closing, and at the Closing the Company and the Sellers will enter into a registration rights agreement providing for the registration of the resale of the Stock Consideration. The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K, incorporated herein by reference. The Purchase Agreement is not intended to provide any factual information about the Company, the Sellers or Akron. The representations and warranties contained therein were made solely for the benefit of the parties thereto, are subject to limitations agreed upon by the parties, including confidential disclosure schedules, and should not be relied upon as characterizations of the actual state of facts.

Item 2.02. Results of Operations and Financial Condition. On November 10, 2026, the Company issued a press release announcing its financial results for the quarter ended September 30, 2026. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information in this Item 2.02, including Exhibit 99.1 hereto, is furnished and shall not be deemed “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. The information contained herein and in the accompanying exhibit is not incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any filings, except as expressly set forth by specific reference in such a filing.

Item 3.02. Unregistered Sales of Equity Securities. The information set forth in Item 1.01 of this Current Report on Form 8-K regarding the Stock Consideration is incorporated herein by reference. The 20,639,733 shares of Common Stock comprising the Stock Consideration will be issued to the Sellers at the Closing in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act, based in part on the Sellers’ representations that each is an “accredited investor” (as defined in Rule 501(a) of Regulation D) acquiring the shares for investment.

Item 7.01. Regulation FD Disclosure. On November 10, 2026, the Company issued a press release announcing the Acquisition, a copy of which is furnished as Exhibit 99.2 to this Current Report on Form 8-K. A copy of the investor presentation regarding the Acquisition is furnished as Exhibit 99.3 to this Current Report on Form 8-K. A copy of the Company’s corporate presentation is furnished as Exhibit 99.4 to this Current Report on Form 8-K. The information in this Item 7.01, including Exhibit 99.2, Exhibit 99.3 and Exhibit 99.4 hereto, is furnished and shall not be deemed “filed” for purposes of Section 18 of 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 or the Exchange Act, except as expressly set forth by specific reference in such a filing.