MAXCYTE, INC. — Regulatory Filings 2021

Jul 26, 2021

8-A12B 1 tm2113965d10_8a12b.htm 8-A12B

Field: Rule-Page

Field: /Rule-Page

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Field: Rule-Page

Field: /Rule-Page

FORM 8-A

Field: Rule-Page

Field: /Rule-Page

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF

THE SECURITIES EXCHANGE ACT OF 1934

Field: Rule-Page

Field: /Rule-Page

MaxCyte, Inc.

(Exact name of registrant as specified in its charter)

Field: Rule-Page

Field: /Rule-Page

Delaware	52-2210438
(State of Incorporation or Organization)	(I.R.S. Employer Identification No.)
22 Firstfield Road, Suite 110
Gaithersburg, Maryland	20878
(Address of principal executive offices)	(Zip Code)

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

Title of each class	Name of each exchange on which
to be so registered	each class
is to be registered
Common Stock, $0.01 par value per share	The Nasdaq Stock Market LLC

Field: Rule-Page

Field: /Rule-Page

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. x

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ¨

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ¨

Securities Act registration statement or Regulation A offering statement file number to which this form relates: 333-257810

Securities to be registered pursuant to Section 12(g) of the Act: None .

Field: Rule-Page

Field: /Rule-Page

Field: Page; Sequence: 1

Field: /Page

ITEM 1. Description of Registrant’s Securities to be Registered.

The description of the common stock, par value $0.01 per share (the “Common Stock”), of MaxCyte, Inc. (the “Company”), to be registered hereunder is contained in the section entitled “Description of Capital Stock” in the prospectus forming a part of the Company’s Registration Statement on Form S-1 (Registration No. 333-257810), initially filed with the Securities and Exchange Commission (the “Commission”) on July 9, 2021, as subsequently amended from time to time (the “Registration Statement”), and is incorporated herein by reference. The prospectus to be filed with the Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended, which will constitute part of the Registration Statement, shall be deemed to be incorporated herein by reference.

ITEM 2. Exhibits.

Pursuant to the instructions as to exhibits with respect to Form 8-A, no exhibits are required to be filed as part of this registration statement because no other securities of the Company are registered on The Nasdaq Stock Market LLC and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.

Field: Page; Sequence: 2

Field: /Page

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

Date: July 26, 2021
By:	/s/ Doug Doerfler
Doug Doerfler
Chief Executive Officer

Field: Page; Sequence: 3; Options: Last

Field: /Page