SEC Form S-8 filed by MaxCyte Inc.

As filed with the Securities and Exchange Commission on August 26, 2025

Registration No. 333-           

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

MaxCyte, Inc.

(Exact name of registrant as specified in its charter)

MaxCyte, Inc. 2022 Equity Incentive Plan

MaxCyte, Inc. 2021 Employee Stock Purchase Plan

(Full titles of the plans)

Maher Masoud

President and Chief Executive Officer

MaxCyte, Inc.

9713 Key West Avenue, Suite 400

Rockville, Maryland 20850

(301) 944-1700

(Name, address, including zip code and telephone number, including area code, of agent for service)

Copies to:

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨

EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed for the purpose of registering: (i) an additional 11,319,000 shares of common stock, par value $0.01 per share (the “Common Stock”), of MaxCyte, Inc., a Delaware corporation (the “Registrant”), to be issued pursuant to the MaxCyte, Inc. 2022 Equity Incentive Plan, as amended (the “2022 EIP”), which shares of Common Stock are in addition to the shares of Common Stock registered on the Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on July 14, 2022 (File No. 333-266133) and (ii) an additional 3,120,706 shares of Common Stock to be issued pursuant to the MaxCyte, Inc. 2021 Employee Stock Purchase Plan (the “2021 ESPP,” and the 2022 EIP and the 2021 ESPP, together, the “Plans”), which shares of Common Stock are in addition to the shares of Common Stock registered on the Registrant’s Registration Statement on Form S-8 filed with the Commission on July 14, 2022 (File No. 333-266133). The Registrant’s prior Registration Statement on Form S-8, which is referenced in the preceding sentence is referred to as the “Prior Registration Statement .”

The Prior Registration Statement is currently effective. This Registration Statement relates to securities of the same class as those to which the Prior Registration Statement relates and is submitted in accordance with General Instruction E of Form S-8 regarding Registration of Additional Securities. Pursuant to General Instruction E of Form S-8, the contents of the Prior Registration Statement are incorporated herein by reference and made part of this Registration Statement, except for Items 3 and 8, which are being updated by this Registration Statement.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents containing the information specified in Part I will be delivered in accordance with Rule 428(b) under the Securities Act of 1933, as amended (the “Securities Act”). Such documents are not required to be, and are not, filed with the Commission, either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. These documents, and the documents incorporated by reference under this Registration Statement pursuant to Item 3 of Part II of the Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

The written statement required by Item 2 of Part I is included in documents that will be delivered to participants in the Plans pursuant to Rule 428(b) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

The following documents filed by the Registrant with the Commission are incorporated by reference into this Registration Statement:

The exhibits to this Registration Statement are listed below:

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Rockville, Maryland, on August 26, 2025.

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Maher Masoud, Douglas Swirsky and David Sandoval and each or any one of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.