What changed in this filing

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Item 9A. Controls and Procedures

2025-03-07 compared with 2024-03-08 · 41 added, 3 removed, 128 unchanged (26% of the section changed)

16 unchanged sentences

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.

We acquired RedWave Technology on April 29, 2024.

The financial results of RedWave Technology are included in our consolidated financial statements as of December 31, 2024 and for the year then ended.

As this acquisition occurred in the second quarter of 2024, the scope of our assessment of our internal control over financial reporting does not include RedWave Technology.

This exclusion is in accordance with the SEC’s general guidance that an assessment of a recently acquired business may be omitted from the scope of our assessment in the year such business is acquired.

The total assets and total revenues of RedWave Technology represents approximately 2% and 27%, respectively, of the consolidated financial statement amounts as of and for the year ended December 31, 2024.

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

As this acquisition occurred in the second quarter of 2024, the scope of our assessment of our internal control over financial reporting does not include RedWave Technology.

Attestation Report on Internal Control over Financial Reporting.

2 unchanged sentences

None of our directors or executive officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the quarter ended December 31, 2024, as such terms are defined under Item 408(a) of Regulation S-K.

On March 4, 2025, the Company entered into second amendments to executive employment agreements (collectively, the “Second Amendments to Executive Employment Agreements”) with each of Kevin J.

Knopp, Ph.D., the Company’s Chief Executive Officer, Joseph H.

Griffith IV, the Company’s Chief Financial Officer and Michael S.

Turner, the Company’s Chief Legal and Administrative Officer (the “NEOs”), in each case effective as of March 4, 2025.

The Second Amendments to Executive Employment Agreements reflect the following material changes:

In the event of an involuntary termination without “cause” (as such term is defined in the Executive Employment Agreements) or a resignation for “good reason” (as such term is defined in the Executive Employment Agreements), outside of a “change in control period” (as such term is defined in the Executive Employment Agreements), each of Mr.

Griffith and Mr.

Turner shall be, in addition to other benefits, entitled to payments from the Company for a period of 12 months following termination, for continuation of then current base salary and the Company portion of health benefit premiums.

In the event of an involuntary termination without “cause” or a resignation for “good reason”, inside of a “change in control period”, each of Mr.

Griffith and Mr.

Turner shall be, in addition to other benefits, entitled to a lump sum payment from the Company in an amount equal to one (1) times the sum of:

(A) then current base salary, plus (B) then current target annual bonus.

This summary is qualified in its entirety by reference to the Second Amendments to Executive Employment Agreements, copies of which are included as Exhibits 10.21, 10.22 and 10.23 to this Annual Report on Form 10-K and incorporated by reference herein.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

42 unchanged sentences

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

Amended and Restated Senior Executive Cash Incentive Bonus Plan

Amended and Restated Senior Executive Cash Incentive Bonus Plan (incorporated by reference to Exhibit 10.4 to the Registrant’s Registration Statement on Form 10-K (File No.

001-39815) filed with the SEC on March 8, 2024)

Amended and Restated Non-Employee Director Compensation Policy (incorporated by reference to Exhibit 10.5 to the Registrant’s Annual Report on Form 10-K (File No.

12 unchanged sentences

001 039815) filed with the SEC on November 8, 2022)

Form of First Amendment to Executive Officer Employment Agreement

Form of First Amendment to Executive Officer Employment Agreement (incorporated by reference to Exhibit 10.18 to the Registrant’s Registration Statement on Form 10-K (File No.

001-39815) filed with the SEC on March 8, 2024)

Default Waiver and First Amendment to Loan and Security Agreement, dated as of August 4, 2023, by and between 908 Devices Inc.

2 unchanged sentences

001-39815) filed with the SEC on August 8, 2023).

Equity Purchase Agreement, dated as of April 29, 2024, by and among 908 Devices Inc.

and CAM2 Technologies, LLC (d/b/a RedWave Technology), CAM3 HoldCo, LLC, the selling parent entity, and each of the direct and indirect beneficial holders of outstanding equity interests in the selling parent entity (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K (File No.

001-39815) filed with the SEC on April 30,2024)

Second Amendment to Executive Employment Agreement, dated as of March 4, 2025, by and among 908 Devices Inc.

and Joseph H.

Second Amendment to Executive Employment Agreement, dated as of March 4, 2025, by and among 908 Devices Inc.

and Michael S.

Securities and Asset Purchase Agreement, dated as of March 4, 2025, by and among 908 Devices Inc.

and Repligen Corporation (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K (File No.

001-39815) filed with the SEC on March 4, 2025)

Insider Trading Policy

Subsidiaries of the Registrant

6 unchanged sentences

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Compensation Recovery Policy

Compensation Recovery Policy (incorporated by reference to Exhibit 97 to the Registrant’s Registration Statement on Form 10-K (File No.

001-39815) filed with the SEC on March 8, 2024)

Inline XBRL Instant Document

35 unchanged sentences

March 7, 2025

/s/ Michele M.

March 7, 2025

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