Item 9A. Controls and Procedures
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act means controls and other procedures of a company that are designed to provide reasonable assurance that information required to be disclosed by a company in the reports it files or submits under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the company’s management, including its principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures at December 31, 2022, the last day of the period covered by this Annual Report on Form 10-K. Based on this evaluation, our principal executive officer and principal financial officer have concluded that, at December 31, 2022, our disclosure controls and procedures were effective at the reasonable assurance level.
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in the Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the framework in Internal Control - Integrated Framework (2013), our management concluded that our internal control over financial reporting was effective as of December 31, 2022.
Our independent registered accounting firm will not be required to opine on the effectiveness of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 until we no longer qualify as an “emerging growth company.”
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting, identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) under the Exchange Act, that occurred during the three months ended December 31, 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information.
None.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not Applicable.
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
The information required by this Item 10 will be contained in our definitive proxy statement to be filed with the SEC in connection with our 2023 Annual Meeting of Stockholders (the “Proxy Statement”), which is expected to be filed not later than 120 days after the end of our fiscal year ended December 31, 2022, and is incorporated herein by reference.
Item 11. Executive Compensation.
The information required by this Item 11 will be set forth in the Proxy Statement and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The information required by this Item 12 will be set forth in the Proxy Statement and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required by this Item 13 will be set forth in the Proxy Statement and is incorporated herein by reference.
Item 14. Principal Accountant Fees and Services.
The information required by this Item 14 will be set forth in the Proxy Statement and is incorporated herein by reference.
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PART IV
Item 15. Exhibit and Financial Statement Schedules.
(a)
1. Financial Statements.
See the Index to the Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data” of this Annual Report on Form 10-K, which is incorporated into this item by reference.
2. Financial Statement Schedules.
No financial statement schedules have been submitted because they are not required or are not applicable or because the information required is included in the financial statements or the notes thereto.
3. List of Exhibits.
See the Exhibit Index in Item 15(b) below, which is incorporated into this item by reference.
(b)
The exhibits listed in the following “Exhibit Index” are filed or incorporated by reference as part of this Annual Report on Form 10-K.
EXHIBIT INDEX
Incorporated by Reference
Exhibit Description File No. Form Exhibit Filing Date Filed Herewith
2.1† Asset Purchase Agreement, by and among ACH Alert, LLC, Deborah Peace, David Peace, Alkami Acquisition Corp. and Alkami Technology, Inc., dated as of October 4, 2020
333-254108 S-1 2.1 3/10/2021
2.2* Asset Purchase Agreement, dated September 10, 2021, among Alkami Technology, Inc., MK Decisioning Systems, LLC., and individuals named therein
001-40321 8-K 2.1 9/13/2021
2.3* Merger Agreement, dated March 25, 2022, among Alkami Technology, Inc., Segmint Inc. and the other parties thereto.
001-40321 8-K 2.1 3/28/2022
3.1 Amended and Restated Certificate of Incorporation of Alkami Technology, Inc.
001-40321 8-K 3.1 4/16/2021
3.2 Amended and Restated Bylaws of Alkami Technology, Inc.
001-40321 8-K 3.2 4/16/2021
4.1 Form of Specimen Stock Certificate evidencing the shares of common stock.
333-254108 S-1 4.1 3/10/2021
4.2 Fourth Amended and Restated Investors’ Rights Agreement, by and among Alkami Technology, Inc. and the investors listed therein, dated as of September 24, 2020.
333-254108 S-1 4.2 3/10/2021
4.3 Warrant to Purchase Stock, dated December 10, 2012, between Alkami Technology, Inc. and Silicon Valley Bank.
333-254108 S-1 4.3 3/10/2021
4.4 Warrant to Purchase Stock, dated July 2, 2014, between Alkami Technology, Inc. and Comerica Bank.
333-254108 S-1 4.4 3/10/2021
4.5 First Amendment to Warrant, dated July 7, 2016, between Alkami Technology, Inc. and Comerica Ventures Incorporated.
333-254108 S-1 4.5 3/10/2021
4.6 Warrant to Purchase Stock, dated September 9, 2014, between Alkami Technology, Inc. and Comerica Bank.
333-254108 S-1 4.6 3/10/2021
4.7 Warrant to Purchase Stock, dated July 7, 2016, between Alkami Technology, Inc. and Comerica Bank.
333-254108 S-1 4.7 3/10/2021
4.8 Warrant to Purchase Stock, dated July 21, 2017, between Alkami Technology, Inc. and Comerica Bank.
333-254108 S-1 4.8 3/10/2021
4.9 Warrant to Purchase Stock, dated June 28, 2019, between Alkami Technology, Inc. and Comerica Bank.
333-254108 S-1 4.9 3/10/2021
4.10 Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934
001-40321 10-K 4.10 2/25/2022
10.1 Amended and Restated Office Lease by and between Granite Park III, Ltd and Alkami Technology, Inc., dated as of September 6, 2017.
333-254108 S-1 10.1 3/10/2021
10.2 First Amendment to Amended and Restated Office Lease by and between Granite Park III, Ltd and Alkami Technology, Inc., dated as of June 29, 2018.
333-254108 S-1 10.2 3/10/2021
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10.3 Second Amendment to Amended and Restated Office Lease by and between Granite Park III, Ltd and Alkami Technology, Inc., dated as of November 8, 2018.
333-254108 S-1 10.3 3/10/2021
10.4 Third Amendment to Amended and Restated Office Lease by and between Granite Park NM/GP III LP, as successor in interest to Granite Park III, Ltd and Alkami Technology, Inc., dated as of January 7, 2019.
333-254108 S-1 10.4 3/10/2021
10.5 Fourth Amendment to Amended and Restated Office Lease by and between Granite Park NM/GP III LP, as successor in interest to Granite Park III, Ltd and Alkami Technology, Inc., dated as of December 27, 2019.
333-254108 S-1 10.5 3/10/2021
10.6 Fifth Amendment to Amended and Restated Office Lease by and between Granite Park NM/GP III LP, as successor in interest to Granite Park III, Ltd and Alkami Technology, Inc., dated as of November 3, 2020.
333-254108 S-1 10.6 3/10/2021
10.7 Senior Secured Credit Facilities Credit Agreement, among Alkami Technology, Inc., as the Borrower, the Several Lenders from time to time party thereto and Silicon Valley Bank, as Administrative Agent, Issuing Lender and Swingline Lender, dated as of October 16, 2020.
333-254108 S-1 10.7 3/10/2021
10.8 Guarantee and Collateral Agreement, among Alkami Technology, Inc. as the Borrower, the other Grantors referred to therein, and Silicon Valley Bank, as Administrative Agent, dated as of October 16, 2020.
333-254108 S-1 10.8 3/10/2021
10.9† Bill Pay Service Reseller Agreement by and between CO-OP eCom, LLC and Alkami Technology, Inc., dated as of June 28, 2013.
333-254108 S-1 10.9 3/10/2021
10.10† First Amendment to Bill Pay Service Reseller Agreement by and between CO-OP eCom, LLC and Alkami Technology, Inc., dated as of May 19, 2015.
333-254108 S-1 10.10 3/10/2021
10.11† Second Amendment to Bill Pay Service Reseller Agreement by and between CO-OP eCom, LLC and Alkami Technology, Inc., dated as of February 11, 2016.
333-254108 S-1 10.11 3/10/2021
10.12† Third Amendment to Bill Pay Service Reseller Agreement by and between CO-OP eCom, LLC and Alkami Technology, Inc., dated as of March 7, 2017.
333-254108 S-1 10.12 3/10/2021
10.13† Fourth Amendment to Bill Pay Service Reseller Referral Agreement by and between Alkami Technology, Inc. and CU Cooperative Systems, Inc., dated as of September 14, 2019.
333-254108 S-1 10.13 3/10/2021
10.14† Fifth Amendment to Bill Pay Service Reseller Agreement by and between Alkami Technology, Inc. and CU Cooperative Systems, Inc., dated as of June 1, 2020.
333-254108 S-1 10.14 3/10/2021
10.15† Sixth Amendment to Bill Pay Service Reseller Agreement by and between Alkami Technology, Inc. and CU Cooperative Systems, Inc., dated as of December 30, 2022.
001-40321 8-K 10.1 1/3/2023
10.16# Alkami Technology, Inc. 2011 Long-Term Incentive Plan.
333-254108 S-1 10.15 3/10/2021
10.17# Alkami Technology, Inc. 2021 Incentive Award Plan.
333-254108 S-1 10.16 3/10/2021
10.18# Form of Stock Option Grant Notice and Stock Option Agreement under the 2021 Incentive Award Plan.
333-254108 S-1 10.17 3/10/2021
10.19# Form of Restricted Stock Award Grant Notice and Restricted Stock Award Agreement under the 2021 Incentive Award Plan.
333-254108 S-1 10.18 3/10/2021
10.20# Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement under the 2021 Incentive Award Plan.
333-254108 S-1 10.19 3/10/2021
10.21# Alkami Technology, Inc. Employee Stock Purchase Plan.
333-254108 S-1 10.20 3/10/2021
10.22# Amended & Restated Executive Employment Agreement, by and between Alkami Technology, Inc. and Stephen Bohanon.
333-254108 S-1/A 10.21 4/5/2021
10.23# Amended & Restated Executive Employment Agreement, by and between Alkami Technology, Inc. and Michael Hansen.
333-254108 S-1/A 10.22 4/5/2021
10.24# Amended & Restated Executive Employment Agreement, by and between Alkami Technology, Inc. and Bryan Hill.
333-254108 S-1/A 10.23 4/5/2021
10.25# Amended & Restated Executive Employment Agreement, by and between Alkami Technology, Inc. and Douglas A. Linebarger.
333-254108 S-1/A 10.24 4/5/2021
10.26# Form of Indemnification Agreement for directors and officers.
333-254108 S-1/A 10.25 4/5/2021
10.27# Non-Employee Director Compensation Program.
333-254108 S-1/A 10.26 3/10/2021
10.28# Senior Executive Bonus Plan
001-40321 8-K 10.1 8/5/2021
10.29# Employment Agreement, effective November 5, 2021, by and between Alkami Technology, Inc. and Alex Shootman
001-40321 8-K 10.1 11/4/2021
10.30# Transition and Separation Agreement, dated November 4, 2021, by and between Alkami Technology, Inc. and Michael Hansen
001-40321 8-K 10.2 11/4/2021
10.31 Senior Secured Credit Facilities Amended and Restated Credit Agreement, among Alkami Technology, Inc., as the Borrower, the Several Lenders from time to time party thereto and Silicon Valley Bank, as Administrative Agent, Issuing Lender and Swingline Lender, dated as of April 29, 2022
001-40321 8-K 10.1 5/2/2022
10.32 Amended and Restated Guarantee and Collateral Agreement, among Alkami Technology, Inc. as the Borrower, the other Grantors referred to therein, and Silicon Valley Bank, as Administrative Agent, dated as of April 29, 2022.
001-40321 8-K 10.1 5/2/2022
21.1 List of Subsidiaries of the Registrant
X
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23.1 Consent of Independent Registered Public Accounting Firm
X
24.1 Power of Attorney, pursuant to which amendments to this Form 10-K may be filed (included on the signature page contained in Part IV of the Form 10-K).
X
31.1 Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934
X
31.2 Certification of Principal Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934
X
32.1** Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350
X
32.2** Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350
X
101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH Inline XBRL Taxonomy Extension Schema Document
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
*Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company will supplementally furnish copies of omitted schedules and exhibits to the SEC or its staff upon its request. Certain confidential portions of this Exhibit, marked by brackets and asterisks ([***]), have been omitted because the confidential omitted information is both (i) not material and (ii) information that the registrant customarily and actually treats as private or confidential.
# Indicates a management contract or compensatory plan.
† Certain portions of this document that constitute confidential information have been redacted in accordance with Regulation S-K, Item 601(b)(10)(iv).
** The certifications attached as Exhibit 32.1 and Exhibit 32.2 that accompany this Annual Report on Form 10-K are deemed furnished and not filed with the SEC and are not to be incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing.
Item 16. Form 10-K Summary.
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
ALKAMI TECHNOLOGY, INC.
(Registrant)
Date: February 24, 2023 By: /s/ Alex Shootman
Alex Shootman
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints W. Bryan Hill and Doug Linebarger, and each of them, his or her true and lawful attorneys-in-fact and agents, 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 to this report, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and any other regulatory authority, 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 and about the premises, 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 substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.
Signature Title Date
/s/ Alex Shootman Chief Executive Officer and Director
(Principal Executive Officer) February 24, 2023
Alex Shootman
/s/ W. Bryan Hill Chief Financial Officer
(Principal Financial Officer) February 24, 2023
W. Bryan Hill
/s/ Kristy Ramundi Chief Accounting Officer
(Principal Accounting Officer) February 24, 2023
Kristy Ramundi
/s/ Brian R. Smith Director and Chairperson February 24, 2023
Brian R. Smith
/s/ Todd Clark Director February 24, 2023
Todd Clark
/s/ Charles Kane Director February 24, 2023
Charles Kane
/s/ Steve Mitchell Director February 24, 2023
Steve Mitchell
/s/ Gary Nelson Director February 24, 2023
Gary Nelson
/s/ Raph Osnoss Director February 24, 2023
Raph Osnoss
/s/ Barbara Yastine Director February 24, 2023
Barbara Yastine
/s/ Maria I. Alvarez Director February 24, 2023
Maria I. Alvarez
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