2 unchanged sentences
Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2022.
−Removed: “Disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and (ii) 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.
+Added: “Disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and (ii) 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.
Based on the evaluation of our disclosure controls and procedures, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2022 at the reasonable assurance level.
3 unchanged sentences
Management’s Report on Internal Controls Over Financial Reporting
−Removed: This Annual Report on Form 10-K does not include a report of management's assessment regarding internal control over financial reporting or an attestation report of the company's registered public accounting firm due to a transition period established by rules of the Securities and Exchange Commission for newly public companies.
−Removed: Additionally, our auditors will not be required to formally opine on the effectiveness of our internal control over financial reporting pursuant to Section 404 until we are no longer an “emerging growth company” as defined in the JOBS Act.
+Added: Our management is responsible for establishing and maintaining adequate internal control over financial reporting.
+Added: Our management, including our Chief Executive Officer and our Chief Financial Officer, conducted an assessment of the effectiveness of our internal control over financial reporting based on the criteria set forth in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
+Added: Based on the assessment, our management has concluded that our internal control over financial reporting was effective as of December 31, 2022 to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP.
+Added: Additionally, our auditors are not required to opine on the effectiveness of our internal control over financial reporting pursuant to Section 404 as we are considered an “emerging growth company” as defined in the JOBS Act.
Changes in Internal Control over Financial Reporting
12 unchanged sentences
Other Information
+Added: Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
+Added: Not applicable.
Directors, Executive Officers and Corporate Governance
1 unchanged sentence
Our Board of Directors has adopted a Code of Conduct applicable to all officers, directors, and employees, which is available on our website (investors.1stdibs.com) under “Governance—Documents & Charters.” We intend to make all required disclosures regarding any amendments to, or waivers from, any provisions of the code at the same location of our website.
−Removed: We have a separately designated standing audit committee that consists of the following individuals (i) Matt Cohler;
−Removed: (ii) Lori Hickok;
−Removed: and (iii) Paula Volent.
−Removed: The Board of Directors has determined that each of Mr.
−Removed: Hickok and Ms.
−Removed: Volent is an independent person under the applicable listing standards for audit committee members and is an audit committee financial expert.
−Removed: The Audit Committee charter is available on our website (investors.1stdibs.com) under “Governance—Documents & Charters.”
Executive Compensation
13 unchanged sentences
3.1 Amended and Restated Certificate of Incorporation (incorporated by reference from Exhibit 3.1 filed with the registrant’s Current Report on Form 8-K filed June 14, 2021).
−Removed: 3.2 Amended and Restated Bylaws (incorporated by reference from Exhibit 3.2 filed with the registrant’s Current Report on Form 8-K filed June 14, 2021).
−Removed: 4.1 Specimen Common Stock Certificate of the Registrant (incorporated by reference from Exhibit 4.1 to the Form S-1 (File No.
−Removed: 333-256188)).
−Removed: 4.2* Description of Capital Stock.
−Removed: 10.1 Indenture of Lease Agreement by and between the Registrant and JSM Associates I LLC, dated as of October 8, 2013 (incorporated by reference from Exhibit 10.1 to the Form S-1 (File No.
−Removed: 333-256188)).
+Added: 3.2 Amended and Restated Bylaws (incorporated by reference from Exhibit 3.
+Added: 1 filed with the registrant’s Current Report on Form 8-K filed March 1 , 202 3 ).
+Added: 4.1 Specimen Common Stock Certificate of the Registrant (incorporated by reference from Exhibit 4.1 to the registrant ’ s registration statement on Form S-1 (File No.
+Added: 333-256188 ) , as declared effective by the SEC on June 9, 2021 (the “Form S-1”)).
+Added: 4.2 Description of Capital Stock (incorporated by reference from Exhibit 4.2 to the registrant’s Annual Report on Form 10-K filed March 3, 202 2 ).
+Added: 10.1 Indenture of Lease Agreement by and between the Registrant and JSM Associates I LLC, dated as of October 8, 2013 (incorporated by reference from Exhibit 10.1 to the Form S-1 ) .
10.2 Sixth Amended and Restated Registration Agreement, dated as of February 7, 2019, by and among the Registrant, the Persons listed on the Schedule of Investors attached thereto, David S.
−Removed: Rosenblatt, and the Persons listed on the Schedule of Other Stockholders attached thereto (incorporated by reference from Exhibit 10.2 to the Form S-1 (File No.
−Removed: 10.3 Form of Indemnification Agreement between the Registrant and its directors and officers (incorporated by reference from Exhibit 10.3 to the Form S-1 (File No.
−Removed: 333-256188)).
−Removed: 10.4+ 2011 Stock Option and Grant Plan, as amended, and Forms of Stock Option Agreement, Notice of Exercise and Stock Option Grant Notice (incorporated by reference from Exhibit 10.4 to the Form S-1 (File No.
−Removed: 333-256188)).
−Removed: 10.5+* 2021 Stock Incentive Plan and Forms of Stock Option Agreement, Notice of Exercise, Stock Option Grant Notice, Restricted Stock Unit Agreement, and Restricted Stock Agreement thereunder
−Removed: 10.6+* 2021 Employee Stock Purchase Plan
−Removed: 10.7+* Offer Letter from the Registrant to Mat thew Rubinger, dated June 30 , 2021 .
+Added: Rosenblatt, and the Persons listed on the Schedule of Other Stockholders attached thereto (incorporated by reference from Exhibit 10.2 to the Form S-1 ) .
+Added: 10.3 Form of Indemnification Agreement between the Registrant and its directors and officers (incorporated by reference from Exhibit 10.3 to the Form S-1 ).
+Added: 10.4+ 2011 Stock Option and Grant Plan, as amended, and Forms of Stock Option Agreement, Notice of Exercise and Stock Option Grant Notice (incorporated by reference from Exhibit 10.4 to the Form S-1 ).
+Added: 10.5+ 2021 Stock Incentive Plan and Forms of Stock Option Agreement, Notice of Exercise, Stock Option Grant Notice, Restricted Stock Unit Agreement, and Restricted Stock Agreement thereunder (incorporated by reference from Exhibit 10.5 to the registrant’s Annual Report on Form 10-K filed March 3, 2022).
+Added: 10.6+ 2021 Employee Stock Purchase Plan (incorporated by reference from Exhibit 10.6 to the registrant’s Annual Report on Form 10-K filed March 3, 2022).
+Added: 10.7+ Offer Letter from the Registrant to Matthew Rubinger, dated Ju ly 30, 2021 (incorporated by reference from Exhibit 10.7 to the registrant’s Annual Report on Form 10-K filed March 3, 2021).
10.8+ Offer Letter from the Registrant to David S.
−Removed: Rosenblatt, dated February 5, 2021(incorporated by reference from Exhibit 10.7 to the Form S-1 (File No.
−Removed: 333-256188)).
−Removed: 10.9+ Offer Letter from the Registrant to Tu Nguyen, dated February 5, 2021 (incorporated by reference from Exhibit 10.8 to the Form S-1 (File No.
−Removed: 333-256188)).
+Added: Rosenblatt, dated February 5, 2021(incorporated by reference from Exhibit 10.7 to the Form S- 1 ).
+Added: 10.9+ Offer Letter from the Registrant to Thomas Etergino , dated February 2 5, 202 2 (incorporated by reference from Exhibit 10.
+Added: 1 filed with the registrant ’ s Current Report on Form 8-K filed March 1, 2022).
10.10+ Offer Letter from the Registrant to Ross A.
−Removed: Paul, dated February 5, 2021 (incorporated by reference from Exhibit 10.9 to the Form S-1 (File No.
−Removed: 333-256188)).
−Removed: 10.11+ Form of Executive Bonus Plan (incorporated by reference from Exhibit 10.10 to the Form S-1 (File No.
−Removed: 333-256188)).
+Added: Paul, dated February 5, 2021 (incorporated by reference from Exhibit 10.9 to the Form S-1 ).
+Added: 10.11+ Form of Executive Bonus Plan (incorporated by reference from Exhibit 10.10 to the Form S-1 ).
10.12+ 1stdibs.com, Inc.
−Removed: Executive Severance Plan (incorporated by reference from Exhibit 10.11 to the Form S-1 (File No.
−Removed: 333-256188)).
−Removed: 10.13+ Non-Employee Director Compensation Policy of the Board of Directors of 1stdibs.com, Inc.
−Removed: (incorporated by reference from Exhibit 10.12 to the Form S-1 (File No.
−Removed: 333-256188)).
−Removed: 10.14+ Offer Letter from the Registrant to Thomas Etergino , dated February 25, 2022 (incorporated by reference from Exhibit 10.1 filed with the registrant’s Current Report on Form 8-K filed March 1, 2022 ) .
+Added: Executive Severance Plan (incorporated by reference from Exhibit 10.11 to the Form S- 1 ).
+Added: 10.13+ Amended and Restated Non-Employee Director Compensation Policy of the Board of Directors of 1stdibs.com, Inc.
+Added: (incorporated by reference from Exhibit 10.1 to the r egistrant’s Quarterly Report on Form 10-Q filed on August 11, 2022).
21.1* List of Subsidiaries
21 unchanged sentences
Form 10-K Summary
−Removed: Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New York, New York, on March 3, 2022.
+Added: Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of New York, New York, on March 3, 2023.
1STDIBS.COM, INC.
−Removed: /s/ Tu Nguyen
+Added: /s/ Thomas Etergino
+Added: Thomas Etergino
Chief Financial Officer
2 unchanged sentences
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints David S.
−Removed: Rosenblatt and Tu Nguyen and each of them, his or her true and lawful attorneys‑in‑fact, each with full power of substitution, for him or her in any and all capacities, to sign any amendments to this report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys‑in‑fact or their substitute or substitutes may do or cause to be done by virtue hereof.
−Removed: Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
+Added: Rosenblatt and Thomas Etergino and each of them, his or her true and lawful attorneys‑in‑fact, each with full power of substitution, for him or her in any and all capacities, to sign any amendments to this report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys‑in‑fact or their substitute or substitutes may do or cause to be done by virtue hereof.
+Added: Pursuant to the requirements of the Securities Exchange Act of 1934, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date
1 unchanged sentence
(Principal Executive Officer)
−Removed: /s/ Tu Nguyen Chief Financial Officer March 3, 2022
+Added: /s/ Thomas Etergino Chief Financial Officer March 3, 2023
+Added: Thomas Etergino
(Principal Financial and Accounting Officer)
7 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.