What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2022-03-11 compared with 2021-03-31 · 103 added, 168 removed, 34 unchanged (89% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Our management, with the participation

of our President and Chief Executive Officer and our Chief Financial Officer (our principal executive officer and principal financial

and accounting officer, respectively), evaluated the effectiveness of our disclosure controls and procedures as of December 31,

The term “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 ensure that information required to be disclosed

by a company in the reports that 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.

Disclosure controls and procedures include, without limitation, controls

and procedures 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 accumulated and communicated to the company’s management, including its principal executive and principal financial

officers, as appropriate to allow timely decisions regarding required disclosure.

Management recognizes that any controls and procedures,

no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily

applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Based on the evaluation of our

disclosure controls and procedures as of December 31, 2020, our President and Chief Executive Officer and our Chief Financial Officer

concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

Management’s Annual Report on Internal Control

over Financial Reporting

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 SEC for newly public companies.

Evaluation of Disclosure Controls and Procedures.

Our principal executive officer and principal financial officer, after evaluating the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Annual Report on Form 10-K, have concluded that, based on such evaluation, our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting.

There were no changes in our internal control

over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during fourth

quarter of 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There were no changes in our internal control over financial reporting, identified in connection with the evaluation of such internal control that occurred during the quarter ended December 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management’s Annual Report on Internal Control over Financial Reporting.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting.

Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, as a process designed by, or under the supervision of, our principal executive officer and principal financial officer and effected by our board of directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Our internal control over financial reporting includes those policies and procedures that:

● pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

● provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of management and our directors;

● provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

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 2013 framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on our evaluation under that framework, our management concluded that our internal controls over financial reporting were effective as of December 31, 2021.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Attestation Report on Internal Control over Financial Reporting.

This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm on internal control over financial reporting due to the deferral allowed under the JOBS Act for emerging growth companies.

Other Information.

Directors, Executive Officers and

Corporate Governance.

The information required by this Item 10 will

be included in our Definitive Proxy Statement to be filed with the Securities and Exchange Commission, or SEC, with respect to our 2021

Annual Meeting of Stockholders and is incorporated herein by reference.

Our board of directors has adopted a Code of Business

Conduct and Ethics applicable to all officers, directors and employees, including our principal executive officer, principal financial

officer, principal accounting officer or controller, or persons performing similar functions.

A copy of the Code is available at the

Investors section of our website, located at investors.908devices.com, under “Corporate 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.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

Directors, Executive Officers and Corporate Governance.

The information required by this Item 10 will be included in our Definitive Proxy Statement to be filed with the Securities and Exchange Commission, or SEC, with respect to our 2022 Annual Meeting of Stockholders and is incorporated herein by reference.

Our board of directors has adopted a Code of Business Conduct and Ethics applicable to all officers, directors and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

A copy of the Code is available at the Investors section of our website, located at ir.908devices.com, under “Corporate 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.

Executive Compensation.

The information required by this Item 11 will

be included in our Definitive Proxy Statement to be filed with the SEC with respect to our 2021 Annual Meeting of Stockholders and is

incorporated herein by reference.

Security Ownership of Certain Beneficial

Owners and Management and Related Stockholder Matters.

The information required by this Item 12 will

be included in our Definitive Proxy Statement to be filed with the SEC with respect to our 2021 Annual Meeting of Stockholders and is

incorporated herein by reference.

Certain Relationships and Related

Transactions, and Director Independence.

The information required by this Item 13 will

be included in our Definitive Proxy Statement to be filed with the SEC with respect to our 2021 Annual Meeting of Stockholders and is

incorporated herein by reference.

The information required by this Item 11 will be included in our Definitive Proxy Statement to be filed with the SEC with respect to our 2022 Annual Meeting of Stockholders and is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The information required by this Item 12 will be included in our Definitive Proxy Statement to be filed with the SEC with respect to our 2022 Annual Meeting of Stockholders and is incorporated herein by reference.

Certain Relationships and Related Transactions, and Director Independence.

The information required by this Item 13 will be included in our Definitive Proxy Statement to be filed with the SEC with respect to our 2022 Annual Meeting of Stockholders and is incorporated herein by reference.

Principal Accountant Fees and Services.

The information required by this Item 14 will

be included in our Definitive Proxy Statement to be filed with the SEC with respect to our 2021 Annual Meeting of Stockholders and is

incorporated herein by reference.

Exhibit and Financial Statement

The information required by this Item 14 will be included in our Definitive Proxy Statement to be filed with the SEC with respect to our 2022 Annual Meeting of Stockholders and is incorporated herein by reference.

Exhibit and Financial Statement Schedules

Financial Statements

For a list of the financial statements included

herein, see Index to Consolidated Financial Statements in this Annual Report on Form 10-K, incorporated into this Item by reference.

For a list of the financial statements included herein, see Index to Consolidated Financial Statements in this Annual Report on Form 10-K, incorporated into this Item by reference.

Financial Statement Schedules

Financial statement schedules have been omitted

because they are either not required or not applicable or the information is included in the consolidated financial statements or the

notes thereto.

Financial statement schedules have been omitted because they are either not required or not applicable or the information is included in the consolidated financial statements or the notes thereto.

See the Exhibit Index in Item 15(b) below.

(b) Exhibit Index.

Sixth Amended and Restated

Certificate of Incorporation of the Registrant, as currently in effect (incorporated by reference to Exhibit 3.3 to the Registrant’s

Registration Statement on Form S-1 (File No.

Sixth Amended and Restated Certificate of Incorporation of the Registrant, as currently in effect (incorporated by reference to Exhibit 3.3 to the Registrant’s Registration Statement on Form S-1 (File No.

333-250954) filed with the SEC on November 25, 2020)

Amended and Restated By-laws

of the Registrant, as currently in effect (incorporated by reference to Exhibit 3.5 to the Registrant’s Registration Statement

on Form S-1 (File No.

Amended and Restated By-laws of the Registrant, as currently in effect (incorporated by reference to Exhibit 3.5 to the Registrant’s Registration Statement on Form S-1 (File No.

333-250954) filed with the SEC on December 14, 2020)

Fourth Amended and Restated

Stockholders Agreement among the Registrant, certain of its stockholders and its investors, dated April 12, 2019 (incorporated

by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1 (File No.

333-250954) filed

with the SEC on November 25, 2020)

Fourth Amended and Restated

Registration Rights Agreement among the Registrant, certain of its stockholders and its investors, dated April 12, 2019 (incorporated

by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-1 (File No.

333-250954) filed

with the SEC on November 25, 2020)

Form of Specimen Common

Stock Certificate (incorporated by reference to Exhibit 4.3 to the Registrant’s Registration Statement on Form S-1

Fourth Amended and Restated Stockholders Agreement among the Registrant, certain of its stockholders and its investors, dated April 12, 2019 (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1 (File No.

333-250954) filed with the SEC on November 25, 2020)

Fourth Amended and Restated Registration Rights Agreement among the Registrant, certain of its stockholders and its investors, dated April 12, 2019 (incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-1 (File No.

333-250954) filed with the SEC on November 25, 2020)

Form of Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.3 to the Registrant’s Registration Statement on Form S-1 (File No.

333-250954) filed with the SEC on December 14, 2020)

Warrant Agreement, dated

March 15, 2017, between Hercules Technology III, L.P.

and the Registrant (incorporated by reference to Exhibit 4.6 to the

Registrant’s Registration Statement on Form S-1 (File No.

Warrant Agreement, dated March 15, 2017, between Hercules Technology III, L.P.

and the Registrant (incorporated by reference to Exhibit 4.6 to the Registrant’s Registration Statement on Form S-1 (File No.

333-250954) filed with the SEC on December 14, 2020)

Warrant Agreement, dated

September 7, 2018, between PEI Investments, LLC and the Registrant (incorporated by reference to Exhibit 4.7 to the Registrant’s

Registration Statement on Form S-1 (File No.

Warrant Agreement, dated September 7, 2018, between PEI Investments, LLC and the Registrant (incorporated by reference to Exhibit 4.7 to the Registrant’s Registration Statement on Form S-1 (File No.

333-250954) filed with the SEC on December 14, 2020)

of Securities

2012 Stock Option and Grant

Plan, as amended and forms of award agreements thereunder (incorporated by reference to Exhibit 10.1 to the Registrant’s

Registration Statement on Form S-1 (File No.

Description of Securities (incorporated by reference to Exhibit 4.6 to the Registrant’s Annual Report on Form 10-K (File No.

001-39815) filed with the SEC on March 31, 2021)

2012 Stock Option and Grant Plan, as amended and forms of award agreements thereunder (incorporated by reference to Exhibit 10.1 to the Registrant’s Registration Statement on Form S-1 (File No.

333-250954) filed with the SEC on December 14, 2020)

2020 Stock Option and Incentive

Plan and forms of award agreements thereunder (incorporated by reference to Exhibit 10.2 to the Registrant’s Registration

Statement on Form S-1 (File No.

2020 Stock Option and Incentive Plan and forms of award agreements thereunder (incorporated by reference to Exhibit 10.2 to the Registrant’s Registration Statement on Form S-1 (File No.

333-250954) filed with the SEC on December 14, 2020)

2020 Employee Stock Purchase

Plan (incorporated by reference to Exhibit 10.13 to the Registrant’s Registration Statement on Form S-1 (File No.

2020 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.13 to the Registrant’s Registration Statement on Form S-1 (File No.

333-250954) filed with the SEC on December 14, 2020)

Senior Executive

Cash Incentive Bonus Plan (incorporated by reference to Exhibit 10.14 to the Registrant’s Registration Statement on Form S-1

Senior Executive Cash Incentive Bonus Plan (incorporated by reference to Exhibit 10.14 to the Registrant’s Registration Statement on Form S-1 (File No.

333-250954) filed with the SEC on December 14, 2020)

Director Compensation Policy

Form of Director Indemnification

Agreement (incorporated by reference to Exhibit 10.3 to the Registrant’s Registration Statement on Form S-1 (File

Amended and Restated Non-Employee Director Compensation Policy

Form of Director Indemnification Agreement (incorporated by reference to Exhibit 10.3 to the Registrant’s Registration Statement on Form S-1 (File No.

333-250954) filed with the SEC on December 14, 2020)

Form of Executive

Officer Indemnification Agreement (incorporated by reference to Exhibit 10.4 to the Registrant’s Registration Statement

on Form S-1 (File No.

Form of Executive Officer Indemnification Agreement (incorporated by reference to Exhibit 10.4 to the Registrant’s Registration Statement on Form S-1 (File No.

333-250954) filed with the SEC on December 14, 2020)

Form of Executive

Officer Employment Agreement (incorporated by reference to Exhibit 10.5 to the Registrant's Registration

Statement on Form S-1 (File No.

Form of Executive Officer Employment Agreement (incorporated by reference to Exhibit 10.5 to the Registrant’s Registration Statement on Form S-1(File No.

333-250954) filed with the SEC on November 25, 2020)

Amended and Restated Exclusive

License Agreement between the Registrant and The University of North Carolina at Chapel Hill, dated May 20, 2015, as amended

(incorporated by reference to Exhibit 10.6 to the Registrant’s Registration Statement on Form S-1 (File No.

Amended and Restated Exclusive License Agreement between the Registrant and The University of North Carolina at Chapel Hill, dated May 20, 2015, as amended (incorporated by reference to Exhibit 10.6 to the Registrant’s Registration Statement on Form S-1 (File No.

333-250954) filed with the SEC on December 16, 2020)

Limited Exclusive Commercial

Field of Use Patent License Agreement between the Registrant and UT-Battle LLC, dated June 13, 2012, as amended (PLA-1670) (incorporated

by reference to Exhibit 10.7 to the Registrant’s Registration Statement on Form S-1 (File No.

333-250954) filed

with the SEC on December 16, 2020)

Limited Exclusive Commercial

Field of Use Patent License Agreement between the Registrant and UT-Battle LLC, dated June 13, 2012, as amended (PLA-1699) (incorporated

by reference to Exhibit 10.8 to the Registrant’s Registration Statement on Form S-1 (File No.

333-250954) filed

with the SEC on December 16, 2020)

Loan and Security Agreement

between the Registrant and Signature Bank, dated August 29, 2019 (incorporated by reference to Exhibit 10.9 to the Registrant’s

Registration Statement on Form S-1 (File No.

Limited Exclusive Commercial Field of Use Patent License Agreement between the Registrant and UT-Battle LLC, dated June 13, 2012, as amended (PLA-1670) (incorporated by reference to Exhibit 10.7 to the Registrant’s Registration Statement on Form S-1 (File No.

333-250954) filed with the SEC on December 16, 2020)

First Amendment to Loan

and Security Agreement between the Registrant and Signature Bank, dated March 15, 2020 (incorporated by reference to Exhibit 10.10

to the Registrant’s Registration Statement on Form S-1 (File No.

Limited Exclusive Commercial Field of Use Patent License Agreement between the Registrant and UT-Battle LLC, dated June 13, 2012, as amended (PLA-1699) (incorporated by reference to Exhibit 10.8 to the Registrant’s Registration Statement on Form S-1 (File No.

333-250954) filed with the SEC on December 16, 2020)

Loan and Security Agreement between the Registrant and Signature Bank, dated August 29, 2019 (incorporated by reference to Exhibit 10.9 to the Registrant’s Registration Statement on Form S-1 (File No.

333-250954) filed with the SEC on December 16, 2020)

First Amendment to Loan and Security Agreement between the Registrant and Signature Bank, dated March 15, 2020 (incorporated by reference to Exhibit 10.10 to the Registrant’s Registration Statement on Form S-1 (File No.

333-250954) filed with the SEC on November 25, 2020)

Second Amendment to Loan

and Security Agreement between the Registrant and Signature Bank, dated August 7, 2020 (incorporated by reference to Exhibit 10.11

to the Registrant’s Registration Statement on Form S-1 (File No.

Second Amendment to Loan and Security Agreement between the Registrant and Signature Bank, dated August 7, 2020 (incorporated by reference to Exhibit 10.11 to the Registrant’s Registration Statement on Form S-1 (File No.

333-250954) filed with the SEC on November 25, 2020)

Amended and Restated Loan

and Security Agreement between the Registrant and Signature Bank, dated March 11, 2021 (incorporated by reference to Exhibit 10.1

to the Registrant’s Current Report on Form 8-K (File No.

Amended and Restated Loan and Security Agreement between the Registrant and Signature Bank, dated March 11, 2021 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.

001-039815) filed with the SEC on March 15, 2021)

Lease by Harbor Industrial

Development LLC to the Registrant, dated January 2, 2018, as amended (incorporated by reference to Exhibit 10.12 to the

Registrant’s Registration Statement on Form S-1 (File No.

Lease by Harbor Industrial Development LLC to the Registrant, dated January 2, 2018, as amended (incorporated by reference to Exhibit 10.12 to the Registrant’s Registration Statement on Form S-1 (File No.

333-250954) filed with the SEC on November 25, 2020)

of the Registrant

of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm

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.

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.

Certification

of Principal Executive Officer Pursuant to 18 U.S.C.

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley

Certification

of Principal Financial Officer Pursuant to 18 U.S.C.

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley

# Indicates a management contract

or any compensatory plan, contract or arrangement.

+ Confidential treatment has

been granted as to certain portions, which portions have been omitted and submitted separately

Subsidiaries of the Registrant

Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm, PCAOB ID 238

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.

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.

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.

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.

Inline XBRL Instant Document

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Inline XBRL Taxonomy Extension Labels Linkbase Document

Inline XBRL Taxonomy Extension Presentation Linkbase Document

Inline XBRL Taxonomy Extension Definition Linkbase Document

Cover Page Data File (the cover page XBRL tags are embedded within the iXBRL document).

Indicates a management contract or any compensatory plan, contract or arrangement.

Confidential treatment has been granted as to certain portions, which portions have been omitted and submitted separately to the SEC.

Filed herewith.

** The certifications furnished in Exhibit 32.1 and 32.2 hereto are deemed

to accompany this Annual Report on Form 10-K and will not be deemed “filed”

for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

certifications will not be deemed to be incorporated by reference into any filings under

the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended,

except to the extent that the Registrant specifically incorporates it by reference.

Form 10–K Summary.

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.

The certifications furnished in Exhibit 32.1 and 32.2 hereto are deemed to accompany this Annual Report on Form 10-K and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Registrant specifically incorporates it by reference.

Form 10–K Summary.

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.

908 DEVICES INC.

March 11, 2022

Chief Executive Officer

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.

Chief Executive Officer and Director (Principal Executive

Chief Financial Officer (Principal Financial and Accounting

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.

Chief Executive Officer and Director (Principal Executive Officer)

March 11, 2022

/s/ Joseph H.

Chief Financial Officer (Principal Financial and Accounting Officer)

March 11, 2022

Kevin Hrusovsky

Chairman of the Board of Directors

March 11, 2022

Kevin Hrusovsky

Nicolas Barthelemy

/s/ Nicolas Barthelemy

March 11, 2022

Nicolas Barthelemy

Michael Ramsey, Ph.D.

March 11, 2022

/s/ Jeffrey P.

March 11, 2022

/s/ Marsha Eisenberg, Ph.D.

March 11, 2022

Marsha Eisenberg, Ph.D.

/s/ Mark Spoto

March 11, 2022

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.

What changed 10-K

Item 9A. Controls and Procedures