Proposed cancellation of trading on AIM

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014 WHICH FORMS PART OF DOMESTIC LAW IN THE UNITED KINGDOM PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (ÒUK MARÓ). UPON PUBLICATION OF THIS ANNOUNCEMENT, THIS INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

MaxCyte Inc.

(ÒMaxCyteÓ or the ÒCompanyÓ)

MaxCyte Announces Proposed Cancellation of Admission of its Common Stock to Trading on AIM and Continued Listing of its Common Stock on Nasdaq

Approval of AIM Delisting to be Proposed at Annual Meeting of Stockholders

ROCKVILLE, MD, LONDON, UK, 15 April 2025 Ñ MaxCyte, Inc., (NASDAQ: MXCT; LSE: MXCT), a leading, cell-engineering focused company providing enabling platform technologies to advance the discovery, development, and commercialization of next-generation cell therapeutics, today announced the CompanyÕs intention to cancel the admission of its common stock in the Company (ÒCommon StockÓ) to trading on the AIM market of the London Stock Exchange (ÒAIM,Ó and such proposed cancellation, the ÒAIM DelistingÓ), subject to stockholder approval, expected to take effect from Thursday 26 June 2025. If the AIM Delisting is approved by stockholders, the CompanyÕs last day of trading on AIM is expected to be Wednesday 25 June 2025.

The Board of Directors of the Company (the ÒBoardÓ) notes that the vast majority of trading in the Common Stock now occurs through Nasdaq and believes that the AIM Delisting has the potential to enhance the liquidity of trading in the Common Stock on Nasdaq and reduce duplicative costs which arise from retaining two listings.

The Company will retain its U.S. listing on the Nasdaq Global Select Market (ÒNasdaqÓ) of Common Stock under ticker symbol MXCT.

Key messages:

á Following the AIM Delisting being approved by stockholders, the Common Stock will remain listed on Nasdaq and will only be tradeable on Nasdaq.

á By reference to the volume of the underlying Common Stock, more than 94 per cent. of the average daily volume of trading in the past twelve months has taken place on Nasdaq.

á The Board believes that the AIM Delisting could enhance the liquidity of trading in the Common Stock on Nasdaq, as all trading will be concentrated on a single trading venue.

á Pursuant to the CompanyÕs certificate of incorporation, the prior consent of stockholders of 75 per cent. of the voting power of all of the then outstanding shares of capital stock given at a meeting of the stockholders is necessary for the cancellation of the Common Stock from trading on AIM. A resolution to approve the AIM Delisting in accordance with the CompanyÕs certificate of incorporation will be proposed to the CompanyÕs annual meeting of stockholders, which is expected to take place on Wednesday 18 June 2025.

á A shareholder vote is not required pursuant to Rule 41 of the AIM Rules for Companies.

á Following the AIM Delisting, the Company will continue to engage with UK based Shareholders.

The Company will seek stockholder approval for the AIM Delisting at its annual meeting of stockholders which is expected to be held at 11.00 a.m. Eastern Time (4.00 p.m. UK time) on Wednesday 18 June 2025 at 9713 Key West Avenue, Suite 400, Rockville, Maryland, 20850 (the ÒAnnual MeetingÓ). The Company intends to file a preliminary proxy statement with the U.S. Securities and Exchange Commission (the ÒSECÓ) in relation to seeking stockholder approval for the AIM Delisting and other matters to be voted on at the annual meeting later today and intends to mail a definitive proxy statement to holders of its Common Stock on the record date specified in the definitive proxy statement, soliciting their proxy to vote at the Annual Meeting in due course.

A further announcement will be made upon the definitive proxy statement being published and made available on MaxCyteÕs website at https://investors.maxcyte.com. Any changes to the anticipated timetable of key events set out in this announcement will also be announced. In connection with Admission and pursuant to Rule 41 of the AIM Rules for Companies, the Company hereby gives notice of the intended cancellation of trading of its ordinary shares on AIM.

Background to the AIM Delisting

The Company was founded in 1998 with its headquarters and operations in Maryland, U.S. The Common Stock was admitted to trading on AIM in March 2016 (the ÒAIM AdmissionÓ). The Company raised £10 million at the time of AIM Admission which allowed the Company to accelerate development of its R&D platform, expand the reach of the CompanyÕs cell therapy business to Europe and other global markets and to extend the CompanyÕs direct sales teams and network of distributors. The Company raised further funds in 2017, 2019, 2020 and 2021 to support its continued growth and focus on expansion of the CompanyÕs manufacturing capabilities, technology roll out and business development. The latter fundraises expanded the CompanyÕs stockholder base to include a number of U.S. and specialist investors.

Expansion of the CompanyÕs operations and technology and expertise in cell engineering, together with an increasing number of strategic platform licences and associated program-related revenue, culminated in the Company conducting a U.S. public offering in July 2021 raising gross proceeds of $202 million, alongside a dual-listing of the Common Stock on Nasdaq. The principal purposes of the U.S. public offering and Nasdaq listing were to obtain additional capital to increase the CompanyÕs financial flexibility, support the CompanyÕs operations and growth and create a public market for the Common Stock in the U.S. enabling further access public equity markets.

The Company has maintained its AIM Admission for over nine years; however, following the Nasdaq listing almost four years ago, trading of the Common Stock on AIM has decreased to a level (in comparison to trading of the Common Stock on Nasdaq) that the Board believes no longer justifies maintaining a dual listing on AIM. As at 11 April 2025, being the last practicable date prior to the date of this announcement, approximately 20 per cent. of the Common Stock was represented by CREST Depository Interests (ÒCDIsÓ) which are used for settling trades on AIM in the CREST system. Furthermore, more than 94 per cent. of the average daily trading in the Common Stock over the past twelve months has taken place on Nasdaq.  

Reasons for the AIM Delisting

The Board is seeking to implement the proposed AIM Delisting for the following reasons:

á An increasingly smaller proportion of trading in the Common Stock is conducted on AIM via the CDIs, compared to Nasdaq and a continuation of the decline in this proportion would likely lead to a decrease in the liquidity of the Common Stock trading on AIM.

á The AIM Delisting is expected to further enhance the liquidity of trading in the Common Stock on Nasdaq by combining the volume of transactions from both Nasdaq and AIM.

á The cost of maintaining its AIM listing and complying with the AIM Rules for Companies is duplicative of that for complying with the ongoing Nasdaq listing requirements, as well as other U.S. requirements.

á Time spent by internal financial and legal staff on compliance with the AIM Rules for Companies is duplicative of that required for compliance with the Nasdaq listing rules.

á The Common Stock will continue to be listed on Nasdaq with no interruption in trading activity.

á The Directors believe that the Company has successfully achieved its objectives of the AIM Admission, having raised significant growth capital, expanded the CompanyÕs cell therapy business to Europe and enhanced the CompanyÕs profile and product awareness amongst current and prospective customers, partners and suppliers, as stated in the CompanyÕs AIM admission document published in March 2016.

á The AIM Admission has proved to be an important and effective stepping stone in the CompanyÕs development and growth. However, given the volume of trading occurring on Nasdaq, the Board believes that the future benefits of its AIM Admission are limited. However, following the AIM Delisting the Company will continue to engage with UK based Shareholders.

Accordingly, the Board believes that it is no longer in the best interests of the Company, or its stockholders as a whole, for the Company to retain admission of the Common Stock to trading on AIM.

Background to the Stockholder Vote

The requirement to seek stockholder approval for the AIM Delisting was included in the CompanyÕs certificate of incorporation at the time of its AIM Admission. The certificate of incorporation provides that the AIM Delisting requires the consent of 75 per cent. of the voting power of all of the then outstanding shares of capital stock given at a meeting of stockholders.

A shareholder vote is not required pursuant to Rule 41 of the AIM Rules for Companies.

Details of the Annual Meeting

The Company plans to seek stockholder approval for the AIM Delisting at the Annual Meeting, which is expected to be held at 11.00 a.m. Eastern Time (4.00 p.m. UK time) on Wednesday 18 June 2025 at 9713 Key West Avenue, Suite 400, Rockville, Maryland, 20850. Details of how stockholders may attend the meeting remotely will be included in the proxy documents. The Company intends to file a preliminary proxy statement with the SEC later today and then, once finalised, to mail the definitive proxy statement to holders of its shares of Common Stock as of the record date soliciting their proxy to vote at the Annual Meeting in due course. Copies of the preliminary and definitive proxy statements will be publicly available in the SECÕs EDGAR filing database on the SECÕs website at www.sec.gov. 

Effect of the AIM Delisting

If the AIM Delisting is approved at the Annual Meeting, stockholders will no longer be able to buy and sell the Common Stock on AIM after a date that is expected to be on or around Wednesday 25 June 2025. Holders of the Common Stock who hold securities in the CREST system in the form of CDIs should read ÒInformation for Holders of CREST Depository InterestsÓ below which explains in more detail.

Following the AIM Delisting taking effect, the Company will no longer be subject to the AIM Rules for Companies or be required to retain the services of a nominated adviser. The Company will also no longer be subject to the QCA Corporate Governance Code or be required to comply with the continuing obligations set out in the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority or, provided the CompanyÕs securities remain outside of the scope of the regulation, UK MAR. In addition, the Company and its stockholders will no longer be subject to the provisions of the AIM Rules for Companies relating to the disclosure of changes in significant shareholdings in the Company, and the provisions in the CompanyÕs certificate of incorporation related to trading on AIM will cease to have any legal effect even though such provisions will remain in the certificate of incorporation.

The Company will continue to comply with all regulatory requirements for the Nasdaq listing of the Common Stock, including all applicable rules and regulations of the SEC and other US requirements.

Stockholders will continue to be notified in writing of the availability of key documents on the CompanyÕs website, including publication of documents filed with the SEC, as well as annual meeting documentation.

The Company will remain incorporated under the laws of the State of Delaware in the U.S. The rights of stockholders will remain governed by Delaware law and by the CompanyÕs certificate of incorporation and bylaws.

As a Delaware company, the Company has never been subject to the provisions of the City Code on Takeovers and Mergers.

Following this announcement, and prior to the effective date of the AIM Delisting, holders of the Common Stock may choose to sell or otherwise dispose of their Common Stock. Any such sales of the Common Stock, if significant, could have a negative effect on the value of the Common Stock as well as the trading price of the Common Stock on AIM and Nasdaq, which could inhibit other stockholdersÕ ability to sell or dispose of their Common Stock at current trading prices.

Information for Holders of CREST Depository Interests

Subject to confirmation of the final AIM Delisting timetable and stockholder approval, the Common Stock will continue to be traded on AIM until market close (4.30 p.m. UK time) on a date expected to be on or about Wednesday 25 June 2025. Thereafter, subject to the AIM Delisting proceeding, there will be no public market in the United Kingdom on which the Common Stock can be traded, and the Common Stock will only be tradeable on Nasdaq.

Since the CompanyÕs listing on Nasdaq in 2021, holders in CREST in the UK have held via CDIs, which represent the Common Stock held by CREST International Nominees Limited (the ÒCREST NomineeÓ), as custodian in the Depository Trust Company (ÒDTCÓ) clearance system for CREST Depository Limited, a subsidiary of Euroclear UK & International Limited (the ÒCREST DepositoryÓ), which is the depositary and issuer of the CDIs.

A CDI is a security constituted under English law issued by the CREST Depository that represents an entitlement to international securities, in this case the Common Stock. A CDI is issued by the CREST Depository to CREST members and represents an entitlement to identifiable underlying securities. Each CDI represents a share of Common Stock held by the CREST Nominee as custodian in the DTC clearance system for the CREST Depository as the depositary and issuer of the CDIs. The CREST DepositoryÕs relationship with CDI-holding CREST members is governed by the CREST Deed Poll and CREST International Manual.

Holders of CDIs in CREST will have the following options:

á They may choose to continue to hold through CDIs in CREST, however there will be no UK trading venue for the Common Stock. Holding by way of a CDI will entail international custody costs and certain differences in the nature, range and cost of corporate services, including with respect to the manner in which voting rights can be exercised in person or by proxy, relative to a direct holding of the Common Stock. CREST members who anticipate continuing to hold their investment in the Common Stock in CREST via CDIs should familiarise themselves with the CDI service offering, details of which are included in the CREST International Manual and the terms of the CREST Deed Poll. The CDIs will remain outstanding until the holder elects to cancel them.

á They may choose to cancel the CDIs and hold via DTC, which will require the holder to engage a US brokerage firm that is a DTC participant. The holder will need to request the cancellation of the CDIs and the release of the underlying Common Stock from the DTC participant account of the CREST Nominee to the DTC account of their U.S. broker in accordance with EuroclearÕs standard protocols.

á They may choose to cancel the CDIs and hold in registered form directly on the CompanyÕs share register, this will be in the Direct Registration System (ÒDRSÓ) maintained by the CompanyÕs transfer agent, Computershare Trust Company, N.A., in the United States.

Certain UK Tax Considerations

The Company cannot and does not provide any form of taxation advice to stockholders and therefore stockholders are strongly advised to seek their own taxation advice to confirm the consequences of (1) converting their CDIs to Common Stock (whether before or after the AIM Delisting, and whether via DTC or in registered form in the DRS), or (2) continuing to hold CDIs following the AIM Delisting.

The following summary does not constitute legal or tax advice and is not exhaustive. The CompanyÕs understanding of the current position for UK individuals who are subject to taxation in the UK for relevant tax purposes is as follows but it should be noted that the position on certain points is not free from uncertainty and that the Company has not taken steps to confirm the current position with His MajestyÕs Revenue & Customs. Therefore, the following should not be relied upon by stockholders without taking further advice (and the Company accepts no liability in respect of any such reliance on any information provided herein on taxation matters):

á It is expected that neither the AIM Delisting itself nor the conversion by stockholders of their CDIs to Common Stock (either before or after the AIM Delisting, and whether via DTC or in registered form in the DRS) should be treated as a disposal for UK capital gains tax purposes.

á No charge to UK stamp duty reserve tax (ÒSDRTÓ) or UK stamp duty, should arise on the conversion of CDIs to Common Stock through the paperless transfer of such Common Stock between DTC participant accounts, or its registration in the DRS. This should be the case irrespective of whether such conversion occurs before or after the AIM Delisting.

á Paperless transfers of the Common Stock through DTCÕs facilities, and transfers of the Common Stock registered in the DRS, should continue not to be subject to UK stamp duty or SDRT. Paperless transfers of CDIs should continue not to be subject to UK stamp duty or SDRT provided (as is expected to be the case) certain relevant conditions continue to be met following the AIM Delisting. Following the AIM delisting, a document transferring title to the Common Stock (including the Common Stock registered in the DRS) or to CDIs may strictly be within the scope of UK stamp duty, but in practice no such stamp duty should normally need to be paid unless the document is executed in the UK or relates to any matter or thing to be done in the UK, and is required to be relied on as evidence in a UK court or to be used for other official purposes.

Frequently Asked Questions

The Company has published a set of ÒFrequently Asked QuestionsÓ on its website at https://investors.maxcyte.com.

Additional Information and Where to Find It

The proposed AIM Delisting will be submitted to the CompanyÕs stockholders for their consideration. The Company intends to file with the SEC a preliminary proxy statement later today and, once finalized, a definitive proxy statement that will be sent to all holders of record of the Common Stock on the record date in connection with the AIM Delisting and the other matters to be voted on at the Annual Meeting. This announcement does not contain all the information that should be considered concerning the AIM Delisting and is not intended to form the basis of any investment decision or any other decision in respect of the AIM Delisting.

The CompanyÕs stockholders and other interested persons are advised to read, when available, the preliminary proxy statement and the definitive proxy statement and other documents filed in connection with the AIM Delisting, as these materials will contain important information about the Company and the AIM Delisting. When available, the definitive proxy statement and other relevant materials for the proposed AIM Delisting will be provided to stockholders of the Company as of a record date to be established for voting on the AIM Delisting. The CompanyÕs stockholders will also be able to obtain copies of the preliminary proxy statement, the definitive proxy statement and other documents filed with the SEC, without charge, once available, at the SECÕs website at www.sec.gov, or by directing a request to the Company at MaxCyte, Inc., Attention: Investor Relations, 9713 Key West Avenue, Suite 400, Rockville, Maryland 20850.

Appointment of Proxy Solicitor and Participants in Solicitation

The Company has engaged D.F. King & Co., Inc. (ÒD.F. KingÓ) to assist the Company with the solicitation of proxies in connection with the annual meeting of stockholders.

The Company and its directors and executive officers may be deemed participants in the solicitation of proxies from the CompanyÕs stockholders with respect to the proposed AIM Delisting. A list of the names of those directors and executive officers and a description of their interests in the Company will be contained in the CompanyÕs definitive proxy statement. To the extent such holdings of the CompanyÕs securities may have changed since that time, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Additional information regarding the interests of such participants will be contained in the definitive proxy statement for the proposed AIM Delisting when available.

Anticipated Timetable of Key Events

Forward-Looking Statements

This announcement contains Òforward-looking statementsÓ within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended, including in respect of the implications of the AIM Delisting on the trading of the CompanyÕs Common Stock and the CompanyÕs cost base and the anticipated timeline of key events related to the proposed AIM Delisting. All statements other than statements of historical fact contained in this announcement are forward-looking statements. Forward-looking statements usually relate to future events. Forward-looking statements are often identified by the words Òbelieve,Ó Òexpect,Ó Òanticipate,Ó Òplan,Ó Òintend,Ó Òforesee,Ó Òshould,Ó Òwould,Ó Òcould,Ó Òmay,Ó and similar expressions, including the negative thereof. The absence of these words, however, does not mean that the statements are not forward-looking. These forward-looking statements are based on the CompanyÕs current expectations, beliefs and assumptions concerning future developments and their potential effect on the Company. While management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting the Company will be those that it anticipates.

All of the CompanyÕs forward-looking statements involve known and unknown risks and uncertainties, some of which are significant or beyond its control and involve assumptions that could cause actual results to differ materially from the CompanyÕs historical experience and its present expectations. These forward-looking statements are subject to risks and uncertainties, including, among other things, risks that the stockholder vote for the AIM Delisting may not be obtained and that the anticipated trading volume in the CompanyÕs equity securities on Nasdaq may not materialise, as well as those risks and uncertainties described in the CompanyÕs latest Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other documents filed from time to time by the Company with the SEC. The Company wishes to caution investors not to place undue reliance on any forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by law.

Additional Information

The person responsible for arranging the release of this information on behalf of the Company is David Sandoval, General Counsel.

About MaxCyte

At MaxCyte, we pursue cell engineering excellence to maximize the potential of cells to improve patientsÕ lives. We have spent more than 25 years honing our expertise by building best-in-class platforms, perfecting the art of the transfection workflow, and venturing beyond todayÕs processes to innovate tomorrowÕs solutions. Our ExPERTª platform, which is based on our Flow Electroporation¨ technology, has been designed to support the rapidly expanding cell therapy market and can be utilized across the continuum of the high-growth cell therapy sector, from discovery and development through commercialization of next-generation, cell-based medicines. The ExPERT family of products includes: four instruments, the ATxª, STxª, GTxª and VLx ª; a portfolio of proprietary related processing assemblies or disposables; and software protocols, all supported by a robust worldwide intellectual property portfolio. By providing our partners with the right technology platform, as well as scientific, technical and regulatory support, we aim to guide them on their journey to transform human health. Learn more at maxcyte.com and follow us on X and LinkedIn.

MaxCyte Contacts:

US IR Adviser 

Gilmartin Group 

David Deuchler, CFA 

+1 415-937-5400 

[email protected]  

US Media Relations 

Spectrum Science 

Jordan Vines

+1 540-629-3137

[email protected]

Nominated Adviser and Joint Corporate Broker 

Panmure Liberum

Emma Earl / Mark Rogers 

Corporate Broking 

Rupert Dearden 

+44 (0)20 7886 2500 

UK IR Adviser 

ICR Consilium

Mary-Jane Elliott 

Chris Welsh 

+44 (0)203 709 5700

[email protected]