1stdibs.com, Inc. 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures 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. “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. Our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving the desired control objectives. Our management recognizes that any control system, no matter how well designed and operated, is based upon certain judgments and assumptions and cannot provide absolute assurance that its objectives will be met. Similarly, an evaluation of controls cannot provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected. Management’s Report on Internal Controls Over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting. 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. 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. 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 There were no changes in our internal control over financial reporting identified during the three months ended December 31, 2022 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Inherent Limitations on Effectiveness of Controls Our management, including our Chief Executive Officer and our Chief Financial Officer, believes that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level. However, our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by the collusion of two or more people or by management override of controls. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. Item 9B. Other Information None. 89 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. 90 PART III Item 10. Directors, Executive Officers and Corporate Governance The information required by this item is incorporated by reference to our Proxy Statement for the 2023 Annual Meeting of Stockholders (“Proxy Statement”) to be filed with the SEC within 120 days of the fiscal year ended December 31, 2022. 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. Item 11. Executive Compensation The information required by this item is incorporated by reference to our Proxy Statement to be filed with the SEC within 120 days of the fiscal year ended December 31, 2022. Item 12. Security Ownership of Certain Beneficial Owner and Management and Related Stockholder Matters The information required by this item is incorporated by reference to our Proxy Statement to be filed with the SEC within 120 days of the fiscal year ended December 31, 2022. Item 13. Certain Relationships and Related Party Transactions The information required by this item is incorporated by reference to our Proxy Statement to be filed with the SEC within 120 days of the fiscal year ended December 31, 2022. Item 14. Principal Accounting Fees and Services The information required by this item is incorporated by reference to our Proxy Statement to be filed with the SEC within 120 days of the fiscal year ended December 31, 2022. 91 Part IV Item 15. Exhibits and Financial Statement Schedules. (a) Exhibits. The list of exhibits is set forth under “Exhibit Index” at the end of this registration statement and is incorporated herein by reference. (b) Financial Statement Schedules. No financial statement schedules are provided because the information called for is not required or is shown either in the financial statements or the notes thereto. 92 EXHIBIT INDEX Exhibit No. Description 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). 3.2 Amended and Restated Bylaws (incorporated by reference from Exhibit 3. 1 filed with the registrant’s Current Report on Form 8-K filed March 1 , 202 3 ). 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. 333-256188 ) , as declared effective by the SEC on June 9, 2021 (the “Form S-1”)). 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 ). 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. 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 ) . 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 ). 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 ). 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). 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). 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. Rosenblatt, dated February 5, 2021(incorporated by reference from Exhibit 10.7 to the Form S- 1 ). 10.9+ Offer Letter from the Registrant to Thomas Etergino , dated February 2 5, 202 2 (incorporated by reference from Exhibit 10. 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. Paul, dated February 5, 2021 (incorporated by reference from Exhibit 10.9 to the Form S-1 ). 10.11+ Form of Executive Bonus Plan (incorporated by reference from Exhibit 10.10 to the Form S-1 ). 10.12+ 1stdibs.com, Inc. Executive Severance Plan (incorporated by reference from Exhibit 10.11 to the Form S- 1 ). 10.13+ Amended and Restated Non-Employee Director Compensation Policy of the Board of Directors of 1stdibs.com, Inc. (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 23.1* Consent of Ernst & Young LLP, an Independent Registered Public Accounting Firm. 24.1* Power of Attorney (included on signature page) 31.1* Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1*# Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2*# Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 93 101.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* Inline XBRL for the cover page of this Annual Report on Form 10-K, included in the Exhibit 101 Inline XBRL Document Set ______________ + Indicates management contract or compensatory plan. * Filed herewith. # In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 34 47986, the certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Form 10-K and will not be deemed “filed” for purposes of Section 18 of the Exchange Act or deemed to be incorporated by reference into any filing under the Exchange Act or the Securities Act of 1933 except to the extent that the Company specifically incorporates it by reference. Item 16. Form 10-K Summary None. 94 SIGNATURES 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. /s/ Thomas Etergino Thomas Etergino Chief Financial Officer (Principal Financial Officer) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints David S. 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. 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 /s/ David S. Rosenblatt Chief Executive Officer and Director March 3, 2023 David S. Rosenblatt (Principal Executive Officer) /s/ Thomas Etergino Chief Financial Officer March 3, 2023 Thomas Etergino (Principal Financial and Accounting Officer) /s/ Matthew R. Cohler Director March 3, 2023 Matthew R. Cohler /s/ Lori A. Hickok Director March 3, 2023 Lori A. Hickok /s/ Andrew G. Robb Director March 3, 2023 Andrew G. Robb /s/ Brian J. Schipper Director March 3, 2023 Brian J. Schipper /s/ Paula J. Volent Director March 3, 2023 Paula J. Volent 95