UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
(Mark One)
x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the fiscal year ended December 31, 2021
OR
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO
Commission File Number 001-38594
MAXCYTE, INC.
(Exact name of Registrant as specified in its Charter)
Delaware
82-4310622
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
22 Firstfield Road , Suite 110
Gaithersburg , MD 20878
(Address of principal executive offices)
Registrant’s
telephone number, including area code: ( 301 ) 944-1700
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange on which registered
Common Stock, $0.01 par value per share
MXCT
The Nasdaq Stock Market LLC
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by
check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act. YES ¨ No x
Indicate by
check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. YES ¨ No x
Indicate by
check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to
file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x
NO ¨
Indicate by check
mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405
of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant
was required to submit such files). Yes x NO ¨
Indicate by check mark whether the Registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large
accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company”
in Rule 12b-2 of the Exchange Act.
Large accelerated filer
¨
Accelerated filer
¨
Non-accelerated filer
x
Smaller reporting company
¨
Emerging growth company
x
If an emerging
growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check
mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ¨
NO x
The aggregate market value of the Registrant’s voting and non-voting
common equity held by non-affiliates as of June 30, 2021, the last business day of the registrant’s most recently completed
second fiscal quarter, based on the closing sale price of the Registrant’s common stock of £8.98, as reported by the AIM,
a market operated by the London Stock Exchange, on that date, or approximately $12.42 per share based on the last reported exchange rate
for British pounds sterling of £1.00 = $1.3829 on June 30, 2021, was approximately $ 1.0 billion. The Registrant’s common
stock began trading on the Nasdaq Global Select Market on July 30, 2021.
As of April 27, 2022, there were 101,540,052 shares of the Registrant’s
common stock, par value $0.01 per share, issued and outstanding.
EXPLANATORY NOTE
MaxCyte, Inc. (the “Company”)
is filing this Amendment No. 1 to its Annual Report on Form 10-K (“Amendment”), originally filed with the Securities
and Exchange Commission (the “SEC”) on March 22, 2022 (the “Initial Filing”), solely for the purpose of amending
and supplementing Part III of the Annual Report on Form 10-K. This Amendment changes the Company’s Initial Filing
by including information required by Part III (Items 10, Director, Executive Officers and Corporate Governance, Item
11 . Executive Compensation, Item 12, Security Ownership of Certain Beneficial Owners and Management and Related Stockholders
Matters, Item 13, Certain Relationships and Related Transactions, and Director Independence and Item 14, Principal
Accounting Fees and Services ) because the Company’s definitive proxy statement will not be filed within 120 days after December 31,
2021, the end of the fiscal year covered by the Company’s Annual Report on Form 10-K.
In addition, in connection
with the filing of this Amendment, the Company is including new certifications of its principal executive officer and principal financial
officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Accordingly, Item 15, Exhibits and Financial Statement
Schedules of Part IV of the Initial Filing has also been amended to reflect the filing of the new certifications. Because no
financial statements are contained within this Amendment, the Company is not including certifications pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
Except as contained herein,
this Amendment does not modify or update disclosures contained in the Initial Filing. This Amendment should be read in conjunction with
the Company’s other filings made with the SEC subsequent to the date of the Initial Filing.
In this Amendment,
unless the context requires otherwise, all references to “we,” “our,” “us,” “MaxCyte”
and the “Company” refer to MaxCyte, Inc.
i
Table of Contents
Page
PART III
Item 10.
Directors, Executive Officers and Corporate Governance
2
Item 11.
Executive Compensation
6
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
14
Item 13.
Certain Relationships and Related Transactions, and Director Independence
16
Item 14.
Principal Accounting Fees and Services
18
PART IV
Item 15.
Exhibits, Financial Statement Schedules
19
i
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
Board of Directors
The following table sets forth information with respect
to our current directors, including their ages as of March 31, 2022. There are no family relationships among any of our directors.
Name
Age
Position(s)
Doug Doerfler
66
President, Chief Executive Officer and Director
Yasir Al-Wakeel, BM BCh
40
Director
Rekha Hemrajani
52
Director
Art Mandell
69
Director
Stanley C. Erck
73
Director
Will Brooke
66
Director
John Johnston
63
Director
Richard Douglas, PhD
69
Chairman and Director
Doug
Doerfler has served as our president and chief executive officer and on our Board since July 1998. Prior to cofounding
MaxCyte in 1998, Mr. Doerfler served as president and chief executive officer and as a director of Immunicon Corporation. Prior to
joining Immunicon, Mr. Doerfler held executive positions at life sciences company Life Technologies Corporation (now Thermo Fisher).
Mr. Doerfler currently serves as chair emeritus of the Maryland Tech Council and on the executive committee of the Biotechnology
Innovation Organization. Mr. Doerfler received his B.S. in finance from the University of Baltimore School of Business. Our Board
believes that Mr. Doerfler’s life science and cell therapy industry knowledge and public company management experience qualify
him to serve as a director.
Yasir
Al-Wakeel has served on our Board since June 2021. Dr. Al-Wakeel has served as Chief Financial Officer and Head of
Corporate Development of Kronos Bio, Inc. since August 2020. Prior to joining Kronos Bio, Dr. Al-Wakeel served as the Chief
Financial Officer of Neon Therapeutics, Inc. from July 2017 to May 2020. Previously, Dr. Al-Wakeel served as the Chief
Financial Officer and Head of Corporate Development at Merrimack Pharmaceuticals, Inc. from August 2015 until July 2017.
Dr. Al-Wakeel previously served in various capacities at Credit Suisse, an investment banking firm, from 2008 to 2015. While at Credit
Suisse, Dr. Al-Wakeel was Director of Healthcare Investment Banking, focused on biotechnology, and, prior to that role, he was an
Equity Research Analyst covering the biotechnology and specialty pharmaceuticals sectors. Before joining Credit Suisse, Dr. Al-Wakeel
was a practicing physician, holding both clinical and academic medical posts. Dr. Al-Wakeel received his BM BCh (Doctor of Medicine
and Surgery) from Oxford University and his M.A. in theology from Cambridge University. Our Board believes that Dr. Al-Wakeel’s
significant scientific and finance background qualify him to serve as a director.
Rekha
Hemrajani has served on our Board since June 2021. Ms. Hemrajani has served as Chief Executive Officer and Director
of Jiya Acquisition Corporation since August 2020. She previously served as President and Chief Executive Officer of Aravive, Inc.,
a clinical-stage biotechnology company, from January 2020 to April 2020. From March 2019 to September 2019, Ms. Hemrajani
served as the Chief Operating Officer and Chief Financial Officer of Arcus Biosciences, a biotechnology company. From March 2016
to March 2019, she served as Chief Operating Officer of FLX Bio, Inc. (now RAPT Therapeutics, Inc.), a biotechnology company.
Ms. Hemrajani currently serves as a director of the publicly held company ALX Oncology Holdings, Inc. and previously served
as a director of Adverum Biotechnologies, Inc. and Aravive, Inc. She holds a B.S. in Economics and Computer Science from the
University of Michigan and an M.B.A. from the Kellogg Graduate School of Management at Northwestern University. Our Board believes Ms. Hemrajani
is qualified to serve as a director due to her executive and financial experience at multiple companies in the biopharmaceutical and biotechnology
industries.
2
Art
Mandell has served on our Board since May 2006. Mr. Mandell served as president and chief operating officer of Prestwick
Pharmaceuticals, Inc. from October 2005 to August 2007. Prior to Prestwick, Mr. Mandell was president and chief executive
officer and a director of Cellective Therapeutics, Inc. from 2004 to 2005, when it was acquired by Astra Zeneca/MedImmune. Before
Cellective, Mr. Mandell served as president and chief executive officer and director of Stemron Corporation from 2001 to 2003, and
as senior vice president and chief business officer of Human Genome Sciences, Inc. from 1997 to 2001. Mr. Mandell began his
healthcare career at Syntex Pharmaceutical Corporation. Mr. Mandell received his B.S. from San Jose State University and his M.B.A.
from Santa Clara University. Our Board believes Mr. Mandell’s extensive knowledge and experience in both pharmaceuticals and
biotechnology qualify him to serve as a director.
Stanley
Erck has served on our Board since March 2005. Mr. Erck has served as president and chief executive officer of Novavax, Inc.
since April 2011 and as a director of Novavax since June 2009. Mr. Erck previously served as executive chairman of Novavax
from February 2010 to April 2011 and interim chief financial officer from November 2017 to March 2018. From 2000 to
2008, Mr. Erck served as president and chief executive officer of Iomai Corporation, a developer of vaccines and immune system therapies,
which was acquired in 2008 by Intercell AG. He also previously held leadership positions at Procept, a publicly traded immunology company, Integrated
Genetics, now Sanofi Genzyme and Baxter International. Mr. Erck also served on the board of directors of BioCryst Pharmaceuticals
from December 2008 to December 2018. Mr. Erck currently serves on the board of directors of MDBio Foundation. Mr. Erck
received a B.S. in economics from the University of Illinois and an M.B.A. from the University of Chicago. Our Board believes Mr. Erck’s
public company board experience and extensive knowledge and experience in biotechnology qualify him to serve as a director.
Will
Brooke has served on our Board since March 2004. Mr. Brooke retired from Harbert Management Corporation, or HMC, in December 2021, having served in various capacities since he co-founded
HMC in 1993. He most recently served as Executive Vice President and Limited Partner prior to his retirement from HMC and also served
as Managing Partner of HMC's venture capital funds family from 2003 to 2014. Mr. Brooke has been advising and investing in early-stage and growth companies for more than 30 years, and
previously served on the boards of numerous pharmaceutical and medical equipment companies such as nContact, Inc., NovaMin Technology, Inc.
and Emageon Corporation. Since December 2018 he has also served as a board member of KPX, LLC, an environmental, social and governance
advisory firm serving the investment and advisory sectors. Prior to joining HMC, Mr. Brooke practiced law for a decade. Mr. Brooke
received a B.S. in Business Management and a J.D. from the University of Alabama. Our Board believes Mr. Brooke’s extensive
business experience and deep financial knowledge qualifies him to serve as a director.
John
Johnston has served on our Board since January 2016. Mr. Johnston previously served on the board of directors of
Midatech Pharma from December 2014 to February 2019, Flow Group from August 2013 to October 2017, Action Hotels from
December 2013 to December 2018 and Constellation Healthcare Technologies from December 2014 to January 2017. From
August 2011 to April 2013 Mr. Johnston served as managing director of institutional sales at Nomura Code, and from 2008
to 2011, he was director of sales and trading at Seymour Pierce. In 2003, Mr. Johnston founded Revera Asset Management, where he
oversaw an investment trust, a unit trust and a hedge fund, which he ran until 2007. Mr. Johnston began his investment career at
the Royal Bank of Scotland and previously held positions at Legg Mason Investors and Murray Johnston. Mr. Johnston received his B.A.
in commerce from Abertay University and his M.B.A. from the University of Dundee. Our Board believes Mr. Johnston’s executive
leadership and operational experience qualify him to serve as a director.
Richard
Douglas has served on our Board since February 2018 and has served as our Non-Executive Chairman since October 2021.
Dr. Douglas formerly served as the senior vice president of corporate development of Genzyme Corporation where he worked from 1989
until 2011 when Genzyme was acquired by Sanofi. Prior to joining Genzyme, Dr. Douglas served in science and corporate development
capacities at Integrated Genetics prior to its acquisition by Genzyme in 1989. Since 2011 Dr. Douglas has served as an adviser to
RedSky Partners, a biotechnology-focused advisory firm and also as executive director of Labyrinth Choir, Inc. He is chairman of
the board of directors of Aldeyra Therapeutics which he joined in 2016 and has been a board member of Novavax, Inc. since 2010. He
has a B.S. in chemistry from the University of Michigan, where he now serves as chair of the National Advisory Board for the Office of
Technology Transfer, and a Ph.D. in biochemistry from the University of California, Berkeley. Our Board believes that Dr. Douglas's
significant business experience and scientific background qualify him to serve as a director.
3
Audit Committee and Audit Committee Financial Expert
The Board has a separately designated Audit Committee
established in accordance with Section 3(a)(58)(A) of the Exchange Act to oversee the Company’s corporate accounting and
financial reporting processes and audits of its financial statements. The Audit Committee is currently composed of four directors: Dr. Al-Wakeel,
Mr. Brooke, Mr. Johnston and Mr. Mandell. The Board reviews the Nasdaq listing standards definition of independence for
Audit Committee members on an annual basis and has determined that all members of the Company’s Audit Committee are independent
(as independence is currently defined in Rule 5605(c)(2)(A)(i) and (ii) of the Nasdaq listing standards and under Rule 10A-3
under the Exchange Act).
The Board has also determined that Mr. Brooke
and Dr. Al-Wakeel each qualify as an “audit committee financial expert,” as defined in applicable SEC rules. The Board
made a qualitative assessment of each of Mr. Brooke’s and Dr. Al-Wakeel’s level of knowledge and experience based
on a number of factors, including their formal education and experience.
Code of Ethics
The Company has adopted the MaxCyte, Inc. Code
of Conduct and Ethics that applies to all officers, directors and employees. The Code of Business Conduct and Ethics is available on the
Company’s website at https://investors.maxcyte.com/corporate-governance/documents-charters .
If the Company makes any substantive amendments to the Code of Business Conduct and Ethics or grants any waiver from a provision of the
Code to any executive officer or director, the Company will promptly disclose the nature of the amendment or waiver on its website.
4
Executive Officers
The following table sets forth certain information
with respect to our current executive officers, including their ages as of March 31, 2022. There are no family relationships among
any of our executive officers.
Name
Age
Position
Doug Doerfler
66
President, Chief Executive Officer and Director
Ron Holtz
64
Chief Financial Officer
Thomas M. Ross
61
Executive Vice President, Global Sales
Maher Masoud
47
Executive Vice President, General Counsel and Secretary
Cenk Sumen
49
Chief Scientific Officer
The biography
of Mr. Doerfler is set forth above under “Board of Directors.”
Ron
Holtz has served as our chief financial officer since April 2022 and previously
served as our senior vice president and chief accounting officer from September 2020 to April 2022. He also served as our chief
financial officer from 2005 to September 2020. Mr. Holtz also served on our Board from 2016 to July 2021. From 2000
to 2004, Mr. Holtz served as chief financial officer of B2eMarkets Inc., an e-sourcing tools
provider. Mr. Holtz served as chief financial officer of RWD Technologies from 1996 to 1999 and previously spent time in
Ernst & Young LLP’s Financial Advisory Services Group. Mr. Holtz received his B.S. in mathematics from the
University of Wisconsin, an M.B.A. from the University of Maryland and is a certified public accountant.
Thomas
M. Ross has served as our executive vice president of global sales since September 2014.
Prior to joining MaxCyte, Mr. Ross was senior vice president of commercial operations at OpGen from 2012 to 2014. Mr. Ross also
served as chief commercial officer at Predictive BioScience and vice president of North America medical diagnostics sales at Qiagen/Digene
Corporation. Prior to working at Digene Corporation, Mr. Ross held several senior leadership roles in manufacturing operations at
Life Technologies Corporation and Cambrex. Mr. Ross received his B.A. in business administration from The Citadel.
Maher
Masoud has served as our executive vice president and general counsel since January 2020
and previously as our vice president of legal from May 2017 to January 2020. He was appointed as our corporate secretary in
July 2021. From July 2015 to May 2017, Mr. Masoud served as assistant general counsel and corporate secretary for
Wellstat Management Company and previously served as co-founding partner of Rossi/Masoud LLC, a specialized law firm for the biotech,
pharmaceutical and IT sectors. Previously, Mr. Masoud was a corporate attorney at Human Genome Sciences, Inc. from 2006 until
2012. Mr. Masoud received his J.D. from Michigan State University College of Law and a B.S. in cell and molecular biology genetics
from the University of Maryland. Mr. Masoud is a member of the Maryland state bar.
Cenk
Sumen has served as our chief scientific officer since March 2022. From September 2019
to February 2022, Dr. Sumen was chief technology officer of Stemson Therapeutics Corporation, a cell therapy company, where
he led all aspects of technology, scale-up, process development and automation. From April 2018 to July 2019, Dr. Sumen
worked as a director at Thermo Fisher Scientific, and from 2014 to April 2018 he served in roles of increasing responsibility at
Hitachi Chemical Advanced Therapeutics Solutions, most recently as senior manager, business development. Earlier in his career, Dr. Sumen
held sales and business development roles at PerkinElmer, Inc., STEMCELL Technologies Inc. and Life Technologies Corporation. He
received his B.S. in biology from the Massachusetts Institute of Technology and holds a Ph.D. in Microbiology and Immunology from Stanford
University. He completed his post-doctoral training at Harvard Medical School and held a Cancer Research Institute fellowship, working
at Memorial Sloan Kettering Cancer Center. Dr. Sumen is also currently an Adjunct Professor in the Department of Chemical and
Biomolecular Engineering at the NYU Tandon School of Engineering.
5
Item 11. Executive Compensation.
Executive compensation
Our named executive
officers, or NEOs, for the fiscal year ended December 31, 2021, consisting of our principal executive officer and the next two most
highly compensated executive officers serving as of December 31, 2021, were:
• Doug Doerfler, our president and chief executive officer;
• Amanda L. Murphy, our former chief financial officer, who served in that role until April 2022; and
• Ron Holtz, our chief accounting officer.
Summary Compensation Table
The following
table presents all of the compensation awarded to or earned by or paid to our named executive officers for the fiscal years ended December 31,
2021 and 2020.
Name and Principal Position
Year
Salary
($)
Option Awards
($)(1)
Non-Equity
Incentive Plan
Compensation
($)(2)
All Other
Compensation
($)(3)
Total
($)
Doug Doerfler
2021
575,000
646,382
800,037
15,505
2,036,924
President, Chief Executive Officer and Director
2020
518,000
332,263
356,125
17,339
1,223,727
Amanda L. Murphy (4)
2021
400,000
99,360
316,000
15,262
830,622
Former Chief Financial Officer
2020
125,758
2,425,826
222,466
4,245
2,778,295
Ron Holtz (5)
Chief Financial Officer
2021
381,000
298,947
252,692
15,693
948,332
(1) Amounts
reported represent the aggregate grant date fair value of the stock options granted to our
named executive officers during 2020 and 2021 under our Long-Term Incentive Plan (the “LTIP”),
computed in accordance with ASC Topic 718. The assumptions used in calculating the grant
date fair value of the stock options reported in this column are set forth in the notes to
our audited financial statements. This amount does not reflect the actual economic value
that may be realized by the named executive officer upon the exercise of the options or the
sale of the underlying shares.
(2) Represents
amounts paid pursuant to our annual incentive compensation program, described below.
(3) Consists
of matching contributions under our 401(k) plan paid by us during 2020 and 2021 and
de minimis incentives provided to all employees based on company-wide sales performance.
(4) Ms. Murphy
began serving as our chief financial officer in September 2020 and ceased serving as
our chief financial officer in April 2022.
(5) Mr. Holtz
was not a named executive officer for 2020, and as a result his compensation for that year
has been omitted pursuant to applicable SEC rules and regulations. Mr. Holtz was
appointed as our interim chief financial officer in April 2022.
6
Narrative to the Summary Compensation Table
We review compensation annually
for all employees, including our executives. In setting executive base salaries and bonuses and granting equity incentive awards, we consider
compensation for comparable positions in the market, the historical compensation levels of our executives, individual performance as compared
to our expectations and objectives, our desire to motivate our employees to achieve short- and long-term results that are in the best
interests of our stockholders and a long-term commitment to our company. We do not target a specific competitive position or a specific
mix of compensation among base salary, bonus or long-term incentives.
The Compensation Committee of
our Board determines our executives’ compensation. Our Compensation Committee typically reviews and discusses management’s
proposed compensation with the Chief Executive Officer for all executives other than the Chief Executive Officer, which is recommended
by our Board. Based on those discussions and its discretion, the Compensation Committee then recommends the compensation for each executive
officer. Our Compensation Committee, without members of management present, discusses and ultimately approves the compensation of our
executive officers. In 2021, the Compensation Committee retained Arnosti Consulting, Inc., a compensation consulting firm, to evaluate
and make recommendations with respect to our executive compensation program.
Annual Performance Bonuses
Eac h
of our executive officers is eligible to receive performance bonus under our annual incentive compensation program. Under our 2021 annual
incentive compensation programs, each of our named executive officers was eligible to receive a cash incentive payment equal to (1) his
or her target incentive, as a percentage of annual base salary, multiplied by (2) the percentage achievement of certain 2021 corporate
goals established by our Compensation Committee in its sole discretion, and approved by our Board, subject to the named executive officer
remaining employed by us through the payment date.
Mr. Doerfler’s
target incentive was set at 55% of his annual base salary, Ms. Murphy’s at 40% of her annual base salary, and Mr. Holtz’s
at 40% of his annual base salary. The corporate goals used for purposes of the 2021 annual incentive compensation program included revenue,
EBITDA, and targets related to our CARMA program and licensing. Our Compensation Committee determined that the percentage achievement
of the applicable corporate goals was 135% for Mr. Doerfler, Ms. Murphy, and Mr. Holtz. As a result, our Compensation Committee
approved a cash incentive payment for each named executive officer in the amounts reflected above in the “Non-Equity Incentive Plan
Compensation” column of the Summary Compensation Table. Each named executive’s cash incentive payment for 2021 was paid in
the first q uarter of 2022.
Long-Term Incentives
Our common stock
started trading publicly on Nasdaq on July 30, 2021. In order to secure our senior management team for the long term and to focus
their decision-making to positively impact long-term stockholder value, on August 9, 2021, we granted options to purchase shares
of our common stock under our LTIP to members of senior management. In connection with the completion of our initial public offering,
on August 9, 2021 we granted options to all of our directors and employees, including the named executive officers, to purchase 10,000
shares of our common stock.
In February 2021,
prior to the completion of our U.S. initial public offering, we granted options to Mr. Doerfler, Ms. Murphy and Mr. Holtz
to purchase 390,200 shares, 55,470 shares and 177,600 shares, respectively. Ms. Murphy’s option grant in February 2021
was prorated, based on her employment with us having commenced in September 2020.
In March 2022,
we made further annual grants of stock options to Mr. Doerfler, Ms. Murphy and Mr. Holtz to purchase 500,000 shares, 142,000
shares and 142,000 shares, respectively.
With respect to
each of the foregoing stock option grants in 2021 and 2022, 25% of the shares underlying the options vest on the first anniversary of
the date of grant and the remaining shares underlying the option vest in 36 equal monthly installments thereafter, subject to each officer’s
continuous service with us at each vesting date.
7
Retirement Benefits and Other Compensation
Health and Welfare and Retirement Benefits
All of our current named executive
officers are eligible to participate in our employee benefit plans, including our medical, dental, vision, disability and life insurance
plans, in each case on the same basis as all of our other employees. We do not provide perquisites or personal benefits to our named executive
officers other than those provided generally to all employees.
401(k) Plan
We maintain a tax-qualified retirement
plan, the 401(k) Plan, that provides eligible employees in the United States with an opportunity to save for retirement on a tax-advantaged
basis. Under the 401(k) Plan, we may provide matching and other discretionary contributions. We currently match employee contributions
equal to 50% of the salary deferral contributions, with a maximum company contribution of 3% of the employee’s eligible compensation.
All contributions, including employer matching and discretionary contributions, vest based upon the number of years of service of the
recipient employee, from 0% for employees with less than one year of service to 100% for employees with at least four years of service.
Pre-tax contributions are allocated to each participant’s individual account and are then invested in selected investment alternatives
according to the participants’ directions. The 401(k) Plan is intended to qualify under Sections 401(a) and 501(a) of
the Internal Revenue Code, or Code.
Outstanding Equity Awards at Fiscal Year End
The
following table presents information regarding outstanding stock options held by our named executive
officers as of December 31, 2021. None of our named executive officers held restricted stock or other stock awards at the
end of 2021.
Option Awards
Number of
Securities
Underlying
Unexercised
Options
Exercisable
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
Option
Exercise
Price
(£)(1)
Option
Exercise
Price
($)(1)
Option
Expiration
Date
Doug Doerfler
445,080
-
0.04
11/11/2024
296,000
-
0.82
1.09
6/13/2026
296,000
-
2.42
3.17
7/14/2027
283,667
12,333 (2)
2.43
3.18
7/18/2028
308,908
81,292 (3)
1.78
2.35
3/4/2029
227,617
162,583 (4)
1.36
1.81
1/20/2030
121,937
268,263 (5)
10.40
14.46
2/16/2031
-
10,000 (6)
16.63
8/9/2031
-
500,000 (7)
7.12
3/25/2032
Amanda L. Murphy
479,167
670,833 (8)
3.30
4.29
9/8/2030
17,334
38,136 (5)
10.40
14.46
2/16/2031
-
10,000 (6)
16.63
8/9/2031
-
142,000 (7)
7.12
3/25/2032
Ron Holtz
130,292
-
0.04
11/11/2024
134,800
-
0.82
1.09
6/13/2026
134,800
-
2.42
3.17
7/14/2027
129,183
5,617 (2)
2.43
3.18
7/18/2028
140,666
37,000 (3)
1.78
2.35
3/4/2029
103,600
74,000 (4)
1.36
1.81
1/20/2030
55,500
122,100 (5)
10.40
14.46
2/16/2031
-
10,000 (6)
16.63
8/9/2031
-
142,000 (7)
7.12
3/25/2032
(1) Until
July 2021, option exercise prices were historically expressed in British pounds, other
than the options granted to Mr. Doerfler and Mr. Holtz in 2014 that expire in November 2024
as indicated in the table above, and are equal to the closing price of our common stock on
the AIM on the date of grant. Conversions to U.S. dollars are provided for convenience only
and are based on the exchange rate on the applicable grant date. Following our U.S. initial
public offering in July 2021, option exercise prices are expressed in U.S. dollars based
on the closing price of our common stock on the Nasdaq Global Select Market on the date of
grant.
8
(2) Represents
an option to purchase shares of our common stock granted on July 18, 2018. The shares
underlying this option vest, as follows: 1/16 th of the shares vested 90 calendar
days following the grant date and the remainder vests monthly in 45 monthly installments
thereafter, subject to the applicable holder’s continued service to our company through
the applicable vesting date.
(3) Represents
an option to purchase shares of our common stock granted on March 4, 2019. The shares
underlying this option vest, as follows: 1/16 th of the shares vested 90 calendar
days following the grant date and the remainder vests monthly in 45 monthly installments
thereafter, subject to the applicable holder’s continued service to our company through
the applicable vesting date.
(4) Represents
an option to purchase shares of our common stock granted on January 20, 2020. The shares
underlying this option vest, as follows: 1/16 th of the shares vested 90 calendar
days following the grant date and the remainder vests monthly in 45 monthly installments
thereafter, subject to the applicable holder’s continued service to our company through
the applicable vesting date.
(5) Represents
an option to purchase shares of our common stock granted on February 16, 2021. The shares
underlying this option vest, as follows: 1/4 th of the shares vested one calendar
year following the grant date and the remainder vests monthly in 36 monthly installments
thereafter, subject to the applicable holder’s continued service to our company through
the applicable vesting date.
(6) Represents
an option to purchase shares of our common stock granted on August 9, 2021. The shares
underlying this option vest, as follows: 1/4 th of the shares vest one calendar
year following the grant date and the remainder vests monthly in 36 monthly installments
thereafter, subject to the applicable holder’s continued service to our company through
the applicable vesting date.
(7) Represents
an option to purchase shares of our common stock granted on March 25, 2022. The shares
underlying this option vest, as follows: 1/4 th of the shares vest one calendar
year following the grant date and the remainder vests monthly in 36 monthly installments
thereafter, subject to the applicable holder’s continued service to our company through
the applicable vesting date.
(8) Represents
an option to purchase shares of our common stock granted on September 8, 2020. The shares
underlying this option vest, as follows: 1/16th of the shares vested 90 calendar days following
the grant date and the remainder vests monthly in 45 monthly installments thereafter, subject
to Ms. Murphy continued service to our company through the applicable vesting date.
Employment Agreements; Potential Payments Upon Termination or Change
in Control
We have entered into severance
agreements with each of the NEOs in connection with his or her employment with us, which sets forth the terms and conditions of his or
her specified payments and benefits in connection with a termination of employment in certain circumstances. In each case, the officer
must sign and not revoke a release of claims in our favor in order to receive these payments and benefits. Our goal in providing these
severance and change in control payments and benefits is to offer sufficient cash continuity protection such that the NEOs will focus
their full time and attention on the requirements of the business rather than the potential implications of a qualifying employment termination
or change in control for their respective positions. We prefer to have certainty regarding the potential severance amounts payable to
the NEOs, rather than negotiating severance at the time that an NEO’s employment terminates. We have also determined that accelerated
vesting provisions with respect to outstanding equity awards in connection with a qualifying termination of employment in certain circumstances
are appropriate because they encourage our NEOs to stay focused on the business in those circumstances, rather than focusing on the potential
implications of the termination of employment for them personally. The material terms of the severance agreements we have entered into
with our NEOs are summarized below.
9
Doug Doerfler
We entered into a severance agreement
dated July 20, 2021, setting forth the terms of Mr. Doerfler’s severance eligibility. Under Mr. Doerfler’s
severance agreement, if he is terminated by us other than for “cause” (as defined in the severance
agreement), or if he resigns for “good reason” (as defined in the severance agreement), and
if such termination or resignation occurs on the date of or within 24 months following a “change of control” (as
defined in the severance agreement), then Mr. Doerfler will be eligible to receive (i) payment of his monthly base salary (calculated
as his total base salary during the 12 month period prior to his date of termination divided by 12) for the 18 months following his departure
(less applicable tax withholdings), (ii) 75% of his “target bonus” (as defined in the
severance agreement) (less applicable tax withholdings) paid in monthly installments over 18 months, (iii) COBRA premium coverage
for up to 18 months, and (iv) full acceleration of the vesting of the unvested shares subject to his outstanding stock options.
Under Mr. Doerfler’s
severance agreement, if he is terminated by us other than for “cause,” or if he resigns for “good reason,” and
if such termination or resignation occurs at any time prior to a “change of control,” then Mr. Doerfler will be eligible
to receive (i) payment of his monthly base salary (calculated as his total base salary during the 12 month period prior to his date
of termination divided by 12) for the 12 months following his departure (less any amounts paid to Mr. Doerfler during such 12 month
period under our Short Term or Long Term Disability Plan, and less applicable tax withholdings), (ii) COBRA premium coverage for
up to 12 months, and (iii) if the termination or resignation occurs within 180 days prior to a “change of control,” then
Mr. Doerfler shall also receive full acceleration of the vesting of the unvested shares subject to his outstanding stock options.
Amanda Murphy
We previously entered into a severance
agreement dated January 21, 2021, setting forth the terms of Ms. Murphy’s severance eligibility. Under Ms. Murphy’s
severance agreement, if she was terminated by us other than for “cause” (as defined in the
severance agreement), or if she resigned for “good reason” (as defined in the severance agreement),
and if such termination or resignation occurred on the date of or within 24 months following a “change of control” (as
defined in the severance agreement), then Ms. Murphy would have been eligible to receive (i) payment of her monthly base salary
(calculated as her total base salary during the 12 month period prior to her date of termination divided by 12) for the 9 months following
her departure (less applicable tax withholdings), (ii) 75% of her “target bonus” (as defined
in the severance agreement) (less applicable tax withholdings) paid in monthly installments over 9 months, (iii) COBRA premium coverage
for up to 9 months, and (iv) full acceleration of the vesting of the unvested shares subject to her outstanding stock options.
Under Ms. Murphy’s
severance agreement, if she was terminated by us other than for “cause,” or if she resigns for “good reason,”
and if such termination or resignation occurred at any time prior to a “change of control,” then Ms. Murphy would have
been eligible to receive (i) payment of her monthly base salary (calculated as her total base salary during the 12 month period prior
to her date of termination divided by 12) for the 9 months following her departure (less any amounts paid to Ms. Murphy during such
9 month period under our Short Term or Long Term Disability Plan, and less applicable tax withholdings), (ii) COBRA premium coverage
for up to 9 months, and (iii) if the termination or resignation occurs within 180 days prior to a “change of control,”
then Ms. Murphy would also have receive full acceleration of the vesting of the unvested shares subject to her outstanding stock
options.
Ms. Murphy resigned as our
chief financial officer in April 2022 and entered into a Separation Agreement with us. The Separation Agreement provides that Ms. Murphy
will receive, subject to Ms. Murphy executing a general release of claims in favor of us: (1) $315,000 in cash severance, representing
nine months of base salary in effect as of the Separation Date, payable in accordance with our standard payroll dates and subject to standard
payroll deductions and withholdings; and (2) payments on her behalf by us for COBRA continuation of healthcare coverage, for her
and her eligible dependents, until the earlier of (a) nine months following the date the Consulting Agreement (defined below) terminates
for any reason, (b) the expiration of her eligibility for COBRA continuation coverage, or (c) such time as Ms. Murphy becomes
employed by another employer or self-employed through which she is eligible for health insurance.
We and Ms. Murphy also entered
into a consulting agreement (the “Consulting Agreement”) pursuant to which Ms. Murphy will provide consulting services
at the request of certain of our executives, up to 10 hours per week, for a period of six months unless earlier terminated. During the
term of the Consulting Agreement, Ms. Murphy will receive a consulting fee of $35,000 per month, prorated for any partial month.
Ms. Murphy’s provision of services under the Consulting Agreement will constitute “Continuous Service” for purposes
of continued vesting of her outstanding equity awards under our equity incentive plans.
10
Ron Holtz
We entered into a severance agreement
dated March 8, 2017, setting forth the terms of Mr. Holtz’s severance eligibility. Under Mr. Holtz’s severance
agreement, if he is terminated by us other than for “cause” (as defined in the severance agreement),
or if he resigns for “good reason” (as defined in the severance agreement), and if such termination
or resignation occurs on the date of or within 24 months following a “change of control” (as
defined in the severance agreement), then Mr. Holtz will be eligible to receive (i) 75% of his annual base salary, payable over
the 12 months following his departure (less any amounts paid to Mr. Holtz during such 12-month period under our Short Term or Long
Term Disability Plan, less applicable tax withholdings), (ii) his “target bonus” (as defined
in the severance agreement) (less applicable tax withholdings) paid in monthly installments over 9 months, (iii) COBRA premium coverage
for up to 12 months, and (iv) full acceleration of the vesting of the unvested shares subject to his outstanding stock options.
Under Mr. Holtz’s severance
agreement, if he is terminated by us other than for “cause,” or if he resigns for “good reason,” and if such termination
or resignation occurs at any time prior to a “change of control,” then Mr. Holtz will be eligible to receive 75% of his
annual base salary, payable over the 9 months following his departure, less any amounts paid to Mr. Holtz during such 9 month period
under our Short Term or Long Term Disability Plan, and less applicable tax withholdings), and reimbursement of COBRA premiums paid by
Mr. Holtz during the 9 months after his departure.
11
Director Compensation
We have historically provided our non-employee directors
with an annual cash retainer as well as additional annual retainers for service as chair of the Board and service as chair or member of
the Board’s committees. The fees for committee service are in addition to the annual cash retainer for Board service. Members of
committee can receive either a chair or a member retainer for service on the committee, but not both.
Position
Annual Cash Retainer ($)
Board of Directors
Chair
80,000
Member
40,000
Audit Committee
Chair
20,000
Member
10,000
Compensation Committee
Chair
14,000
Member
6,000
Nominating & Corporate
Governance Committee
Chair
10,000
Member
5,000
In addition to annual cash retainers, our non-employee
directors are granted options to purchase shares of our common stock under our LTIP in an amount determined by our Board annually. From
time to time, our non-employee directors are also reimbursed upon request for out-of-pocket expenses incurred in connection with their
attendance at Board meetings.
2021 Director Compensation Table
The
following table sets forth information regarding the compensation earned for service on our Board in 2020 by our non-employee
directors. Doug Doerfler, our President and Chief Executive Officer, is also a member of our Board but does not receive any
additional compensation for service as a director. Ron Holtz, our Chief Financial Officer, having previously served as our Senior
Vice President and Chief Accounting Officer until April 2022, also served on the Board through July 2021 but did not receive
any compensation for service as a director. Information about compensation for both Mr. Doerfler and Mr. Holtz during 2021
is set forth above under “Summary Compensation Table.”
Name
Fees Earned
or Paid in
Cash ($)
Option
Awards(2)(3)
($)
All other
compensation
($)
Total ($)
J. Stark Thompson, PhD (1)
74,708
179,791
10,000
264,499
Will Brooke
64,750
179,791
—
244,541
Richard Douglas, PhD
42,157
179,791
—
221,948
Stanley Erck
49,750
179,791
—
229,541
John Johnston
49,500
179,791
—
229,291
Art Mandell
59,000
179,791
—
238,791
Yasir Al-Wakeel
26,944
105,701
—
132,645
Rekha Hemrajani
24,789
105,701
—
130,490
(1) Dr. Thompson’s term as a director ended in October 2021. He has continued to
provide us with consulting services as requested and earned $10,000 in consulting fees during 2021 following the expiration of his term
as a director.
(2) This column reflects the full grant date fair value of options granted during the year measured pursuant to Financial Accounting Standard
Board Accounting Standards Codification Topic 718, or ASC 718, the basis for computing stock-based compensation in our financial statements.
The assumptions we used in valuing options are described in Note 2 to our audited financial statements included in our Initial Report.
(3) The following table provides information regarding the aggregate number of option awards granted to our non-employee directors that
were outstanding as of December 31, 2021:
12
Name
J. Stark Thompson, PhD
248,233
Will Brooke
138,500
Richard Douglas, PhD
131,600
Stanley Erck
301,967
John Johnston
143,317
Art Mandell
158,900
Yasir Al-Wakeel
90,700
Rekha Hemrajani
90,700
13
Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters.
The following table sets forth certain information
regarding the ownership of the Company’s common stock as of March 31, 2022 by: (i) each director; (ii) each of the
executive officers named in the Summary Compensation Table; (iii) all current executive officers and directors of the Company as
a group; and (iv) all those known by the Company to be beneficial owners of more than five percent of its common stock.
We have determined beneficial ownership in accordance
with the rules and regulations of the SEC, and the information is not necessarily indicative of beneficial ownership for any other
purpose. Except as indicated by the footnotes below, we believe, based on information furnished to us, that the persons and entities named
in the table below have sole voting and sole investment power with respect to all shares that they beneficially own, subject to applicable
community property laws.
This table is based upon information supplied by officers,
directors and principal stockholders. Applicable percentage ownership is based on 101,509,892 shares of common stock outstanding as of
March 31, 2022. In computing the number of shares beneficially owned by a person and the percentage ownership of such person, we
include all shares subject to options held by the person that are currently exercisable, or would be exercisable or would vest based on
service-based vesting conditions as of May 30, 2022, which is 60 days after March 31, 2022. However, except as described above,
we do not deem such shares outstanding for the purpose of computing the percentage ownership of any other person.
Unless otherwise indicated, the address for each beneficial
owner listed in the table below is c/o MaxCyte, Inc. 22 Firstfield Road, Suite 110, Gaithersburg, Maryland 20878.
Name of Beneficial Owner
Number of Shares Beneficially Owned
Percentage of Shares Beneficially Owned
5% Stockholders:
Casdin Partners Master Fund, L.P.(1)
13,971,334
13.76 %
BlackRock, Inc.(2)
6,842,960
6.74 %
Sofinnova Crossover I SLP(3)
5,110,693
5.03 %
Baron Capital Group, Inc.(4)
5,131,834
5.06 %
Directors and Named Executive Officers:
Doug Doerfler(5)
2,312,406
2.24 %
Yasir Al-Wakeel
—
—
Will Brooke(6)
160,994
*
Richard Douglas, PhD(7)
124,788
*
Stanley Erck(8)
521,910
*
Rekha Hemrajani
—
—
John Johnston(9)
238,092
*
Art Mandell(10)
505,576
*
Amanda Murphy(11)
346,501
*
Ron Holtz(12)
954,026
*
All directors and current executive officers as a group (12
persons)(13)
5,399,959
5.11 %
* Represents beneficial ownership of less than 1%.
(1) As reported on
a Schedule 13G filed by Casdin Capital, LLC and affiliated persons and entities (collectively,
“Casdin”) with the SEC on August 3, 2021, which states that Casdin had shared
voting and dispositive power with respect to these shares as of July 29, 2021. Casdin
Capital, LLC is the investment adviser to Casdin Partners Master Fund, L.P., and Casdin Partners
GP, LLC is the general partner of Casdin Partners Master Fund L.P. Eli Casdin is the managing
member of Casdin Capital, LLC and Casdin Partners GP, LLC. As such, each of Casdin Capital,
LLC, Casdin Partners GP, LLC and Eli Casdin may be deemed to beneficially own the securities
held by Casdin Partners Master Fund, L.P. by virtue of their shared voting and investment
control over Casdin Partners Master Fund, L.P. The address of these persons and entities
is 1350 Avenue of the Americas, Suite 2600, New York, NY 10019.
14
(2) Based solely
on a Schedule 13G filed with the SEC on February 4, 2022, BlackRock, Inc., a Delaware
corporation, located at 55 East 52nd Street, New York, NY 10055 (“BlackRock”),
reported aggregate beneficial ownership of 6,842,960 shares of our common stock. BlackRock
reported that it possessed sole voting power of 6,765,077 shares and sole dispositive power
of 6,842,960 shares. BlackRock also reported that it did not possess shared voting or dispositive
power over any shares beneficially owned.
(3) As reported on
a Schedule 13G filed by Sofinnova Crossover I SLP (“Sofinnova”) with the SEC
on February 11, 2022, which states that Sofinova had sole voting and dispositive power
with respect to these shares as of December 31, 2021. Sofinnova Partners SAS is the
management company of Sofinnova and has voting and investment control over the securities.
The address of Sofinnova Crossover is 7-11, boulevard Haussmann 75009 Paris, France.
(4) Based solely
on a Schedule 13G filed with the SEC on February 4, 2022, Baron
Capital Group, Inc. , located at 767 Fifth Avenue, 49th Floor (“Baron”),
reported aggregate beneficial ownership of 5,131,834
shares of our common stock. Baron reported that it possessed shared voting and dispositive
power over all of the reported shares and.
(5) Consists of (i) 333,197
shares of common stock and (ii) 1,979,209 shares of common stock issuable upon the exercise
of options exercisable as of May 30, 2022.
(6) Consists of (i) 50,302 shares of common stock and (ii) 110,692 shares of common stock issuable upon the exercise of options exercisable
as of May 30, 2022.
(7) Consists of (i) 20,000 shares of common stock and (ii) 104,788 shares of common stock issuable upon the exercise of options exercisable
as of May 30, 2022
(8) Consists of (i) 247,751
shares of common stock and (ii) 274,159 shares of common stock issuable upon the exercise
of options exercisable as of May 30, 2022.
(9) Consists of (i) 120,583
shares of common stock and (ii) 117,509 shares of common stock issuable upon the exercise
of options exercisable as of May 30, 2022.
(10) Consists of
(i) 374,484 shares of common stock and (ii) 131,092 shares of common stock issuable
upon the exercise of options exercisable as of May 30, 2022.
(11) Consists of
346,501 shares of common stock issuable upon the exercise of options exercisable as of May 30,
2022.
(12) Consists of
(i) 125,251 shares of common stock and (ii) 828,775 shares of common stock issuable
upon the exercise of options exercisable as of May 30, 2022.
(13) Consists of
(i) 1,271,568 shares of common stock and (ii) 4,128,391 shares of common stock
issuable upon the exercise of options exercisable as of May 30, 2022.
15
Equity Compensation Plan Information
The following table provides certain
information with respect to all of the Company’s equity compensation plans in effect as of December 31, 2021.
Plan Category
(a) Number of securities
to be issued upon
exercise of outstanding
options, warrants and
rights
(b) Weighted-average
exercise price of
outstanding options,
warrants and rights
(c) Number of securities
remaining available for
issuance under equity
compensation plans
(excluding securities
reflected in column (a))
Equity compensation plans approved by security holders
Long-Term Incentive Plan
12,433,739
$ 6.03
4,491,162
Equity compensation plans not approved by security holders
—
Inducement Plan (1)
—
—
2,500,000
Total
12,433,739
$ 6.03
6,991,162
(1) In December 2021, the Board adopted the 2021 Inducement Plan, which is a non-stockholder approved stock plan adopted pursuant
to the “inducement exception” provided under Nasdaq listing rules.
Item 13. Certain Relationships and Related Transactions, and Director
Independence.
Transactions With Related Persons
Related-Person Transactions Policy and Procedures
We
have adopted a policy that our executive officers, directors, nominees for election as a director, beneficial owners of more than 5% of
any class of our common stock and any members of the immediate family of any of the foregoing persons are not permitted to enter into
a related person transaction with us without the approval or ratification of our Board or our Audit Committee. Any request for
us to enter into a transaction with an executive officer, director, nominee for election as a director, beneficial owner of more than
5% of any class of our common stock or any member of the immediate family of any of the foregoing persons, in which the amount involved
exceeds $120,000 and such person would have a direct or indirect interest, must be presented to our Board or our Audit Committee for review,
consideration and approval. In approving or rejecting any such proposal, our Board or our Audit Committee is to consider the material
facts of the transaction, including whether the transaction is on terms no less favorable than terms generally available to an unaffiliated
third party under the same or similar circumstances and the extent of the related person’s interest in the transaction.
The related person transactions
policy also covers related party transactions under the AIM Rules for Companies published by the London Stock Exchange, or the AIM
Rules, which contains a different definition of a related party to the definition of a related person set out above for U.S. purposes.
The AIM Rules require that any transaction with a related party (pursuant to the definition in the AIM Rules) that exceeds 5% in
any of the class tests set out in the AIM Rules, taking into account certain provisions relating to aggregation of transactions, should
be announced without delay as soon as the terms of the transaction are agreed, and that the announcement should include certain specified
information including a statement that our directors (with the exception of any director who is involved in the transaction as a related
party) consider, having consulted with our nominated adviser for AIM, that the terms of the transaction are fair and reasonable insofar
as our stockholders are concerned.
16
Certain Related-Person Transactions
Except as described below, there
have been no transactions since January 1, 2021 to which we have been a participant in which the amount involved exceeded or will
exceed $120,000, and in which any of our directors, executive officers or holders of more than five percent of our capital stock, or any
members of their immediate family, had or will have a direct or indirect material interest, other than compensation arrangements that
are described under “Executive Compensation” and “Director Compensation.” For a description of severance and change
in control arrangements that we have entered into with some of our executive officers, see “Executive Compensation—Potential
Payments upon Termination or Change in Control.”
Participation in Our U.S. IPO
In
our U.S. IPO, which closed on August 3, 2021, Casdin Capital and its affiliates, a holder of 5% of our common stock, purchased shares
as set forth below. The purchase was made through the underwriters at the IPO price.
Stockholder
Shares of
Common Stock
IPO Price
($)
Gross Proceeds
to MaxCyte
($)
Casdin Partners Master Fund, L.P.
1,800,000
13.00
23,400,000
2021 Placement
In February 2021, we issued
and sold an aggregate of 5,740,000 shares of common stock at a purchase price of £7.00 per share, for an aggregate amount of £40.2 million
(approximately $55.3 million as of the issue date). The following table summarizes the shares of common stock purchased by related
persons.
Stockholder
Shares of
Common Stock
Subscription Price
(£)
Gross Proceeds
to MaxCyte
($)
Casdin Partners Master Fund, L.P.
890,000
6,230,000
8,579,931
Sofinnova Crossover I SLP
330,000
2,310,000
3,184,612
Novavax Sublease
In November 2011, we entered
into a Lease Agreement, as subsequently amended or restated, the Lease Agreement, with Novavax, Inc., or Novavax, covering the sublease
of approximately 19,000 square feet of office and laboratory space. The sublease is currently set to expire in October 2023. Dr. Richard
Douglas, a member of the Board, is a member of the board of directors of Novavax and Mr. Stanley Erck, a member of the Board, is
the chief executive officer and a director of Novavax. Under the terms of the Lease Agreement, we paid Novavax $692,000 for the year ended
December 31, 2021.
Indemnification Agreements
We provide indemnification for
our directors and executive officers so that they will be free from undue concern about personal liability in connection with their service
to the Company. Under our Bylaws, we are required to indemnify our directors and executive officers to the extent not prohibited under
Delaware law. We have also entered into indemnity agreements with certain officers and directors. These agreements provide, among other
things, that we will indemnify the officer or director, under the circumstances and to the extent provided for in the agreement, for expenses,
damages, judgments, fines and settlements he or she may be required to pay in actions or proceedings which he or she is or may be made
a party by reason of his or her position as a director, officer or other agent of the Company, and otherwise to the fullest extent permitted
under Delaware law and our Bylaws.
Independence of The Board of
Directors
As required under the Nasdaq Stock Market (“Nasdaq”)
listing standards, a majority of the members of a listed company’s board of directors must qualify as “independent,”
as affirmatively determined by the board of directors. The Board consults with the Company’s counsel to ensure that the Board’s
determinations are consistent with relevant securities and other laws and regulations regarding the definition of “independent,”
including those set forth in pertinent listing standards of Nasdaq, as in effect from time to time.
17
Consistent with these considerations, after review
of all relevant identified transactions or relationships between each director, or any of his or her family members, and the Company,
its senior management and its independent auditors, the Board has affirmatively determined that the following seven directors are independent
directors within the meaning of the applicable Nasdaq listing standards: Dr. Al-Wakeel, Mr. Brooke, Dr. Douglas, Ms. Hemrajani,
Mr. Erck, Mr. Johnston and Mr. Mandell. In making this determination, the Board found that none of these directors or nominees
for director had a material or other disqualifying relationship with the Company.
Item 14. Principal Accounting Fees and Services.
The following table
represents aggregate fees billed to the Company for the fiscal years ended December 31, 2021 and 2020 by CohnReznick LLP , Tysons, Virginia (PCAOB ID: 596 ), the
Company’s principal accountant.
Fiscal Year Ended December 31,
2021
2020
(in thousands)
Audit Fees
$ 482
$ 107
Tax Fees
45
23
Total Fees
$ 526
$ 130
Audit
fees consist of fees billed for professional services provided in connection with the audit of our annual financial statements,
the review of our quarterly financial statements, and audit services that are normally provided by the independent registered public accounting
firm in connection with regulatory filings. For 2021, the audit fees also include fees for professional services provided in connection with our initial public offering in 2021.
Tax
fees consist of fees for tax compliance, consultation and related matters.
All fees described above were pre-approved by the Audit
Committee.
Pre-Approval Policies and Procedures
The Audit Committee has adopted a policy and procedures
for the pre-approval of audit and non-audit services rendered by the Company’s independent registered public accounting firm, CohnReznick
LLP. The policy generally pre-approves specified services in the defined categories of audit services, audit-related services and tax
services up to specified amounts. Pre-approval may also be given as part of the Audit Committee’s approval of the scope of the engagement
of the independent auditor or on an individual, explicit, case-by-case basis before the independent auditor is engaged to provide each
service. The pre-approval of services may be delegated to one or more of the Audit Committee’s members, but the decision must be
reported to the full Audit Committee at its next scheduled meeting.
The
Audit Committee has determined that the rendering of services other than audit services by CohnReznick LLP is compatible with maintaining
the principal accountant’s independence .
18
PART IV
Item 15. Exhibits, Financial Statement Schedules.
(b) Exhibits
The exhibits listed below are filed herewith or are
incorporated by reference to exhibits previously filed with the SEC.
Incorporated
by Reference
Exhibit
Number
Description
Form
File
No.
Exhibit
Filing
Date
3.1
Amended
and Restated Bylaws of the Registrant.
8-K
001-40674
3.1
August 4,
2021
3.2
Fifteenth
Amended and Restated Certificate of Incorporation.
S-1
333-257810
3.1
July 26,
2021
4.1
Description
of Certain of Registrant's Securities.
March 22,
2022
10.1#
MaxCyte, Inc.
Long-Term Incentive Plan.
S-1/A
333-257810
10.1
July 26,
2021
10.2#
Form of
New Hire Stock Option Agreements under the MaxCyte, Inc. Long-Term Incentive Plan.
S-1/A
333-257810
10.2
July 26,
2021
10.3#
Form of
Performance Stock Option Agreements under the MaxCyte, Inc. Long-Term Incentive Plan.
S-1/A
333-257810
10.3
July 26,
2021
10.4#
Form of
Director Stock Option Agreements under the MaxCyte, Inc. Long-Term Incentive Plan.
S-1/A
333-257810
10.4
July 26,
2021
10.5#
MaxCyte, Inc.
Inducement Plan.
10-K
001-40674
10.5
March 22,
2022
10.6#
Form of
2021 Employee Stock Purchase Plan.
S-1/A
333-257810
10.7
July 26,
2021
10.7#
Form of
Indemnification Agreement by and between the Registrant and each director and executive officer.
S-1/A
333-257810
10.8
July 26,
2021
10.8
Eighth
Amendment to Lease Agreement, dated as of September 27, 2019, between ARE-20/22/1300 Firstfield Quince Orchard, LLC and the
Registrant.
S-1/A
333-257810
10.9
July 26,
2021
10.9
Sublease,
dated as of September 9, 2019, between Novavax, Inc. and the Registrant.
S-1/A
333-257810
10.10
July 26,
2021
10.10
First
Amendment to Sublease, dated as of September 9, 2019, between Novavax, Inc. and the Registrant.
S-1/A
333-257810
10.11
July 26,
2021
10.11
First
Amendment to Sublease, dated as of September 9, 2019, between Novavax, Inc. and the Registrant.
S-1/A
333-257810
10.12
July 26,
2021
10.12#
Severance
Agreement, dated July 20, 2021, between the Registrant and Doug Doerfler.
S-1/A
333-257810
10.13
July 26,
2021
10.13#
Severance
Agreement, dated January 21, 2021, between the Registrant and Amanda Murphy.
S-1/A
333-257810
10.15
July 26,
2021
10.14#
Severance
Agreement, dated March 8, 2017, between the Registrant and Ron Holtz.
10-K
001-40674
10.14
March 22,
2022
10.15
Notice
of Termination of Lease Agreement, dated as of June 8, 2021, between ARE-20/22/1300 Firstfield Quince Orchard, LLC and Registrant.
10-K
001-40674
10.15
March 22,
2022
10.16†
Deed
of Lease, dated as of May 27, 2021, between Key West MD Owner LLC and Registrant.
10-K
001-40674
10.16
March 22,
2022
19
10.17†
Amendment
to Deed of Lease, dated as of November 16, 2021, between Key West MD Owner LLC and Registrant.
10-K
001-40674
10.17
March 22,
2022
21.1
Subsidiaries
of the Registrant.
10-K
001-40674
21.1
March 22,
2022
23.1
Consent
of Independent Registered Public Accounting Firm.
10-K
001-40674
23.1
March 22,
2022
24.1
Power
of Attorney.
10-K
001-40674
24.1
March 22,
2022
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.
10-K
001-40674
31.1
March 22,
2022
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.
10-K
001-40674
31.2
March 22,
2022
31.3*
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.
31.4*
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.
10-K
001-40674
32.1
March 22,
2022
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.
10-K
001-40674
32.2
March 22,
2022
101.INS
Inline
XBRL Instance Document.
10-K
001-40674
101.INS
March 22,
2022
101.SCH
XBRL
Taxonomy Extension Schema Document
10-K
001-40674
101.SCH
March 22,
2022
101.CAL
XBRL
Taxonomy Extension Calculation Linkbase Document
10-K
001-40674
101.CAL
March 22,
2022
101.DEF
XBRL
Taxonomy Extension Definition Linkbase Document
10-K
001-40674
101.DEF
March 22,
2022
101.LAB
XBRL
Taxonomy Extension Label Linkbase Document
10-K
001-40674
101.LAB
March 22,
2022
101.PRE
XBRL
Taxonomy Extension Presentation Linkbase Document
10-K
001-40674
101.PRE
March 22,
2022
104
Cover
Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101.SCH,
101.CAL, 101.DEF, 101.LAB and 101.PRE).
10-K
001-40674
104
March 22,
2022
* Filed herewith.
# Indicates management contract or compensatory plan.
†Confidential material omitted and filed separately with the Securities
and Exchange Commission pursuant to a request for confidential treatment.
@ This exhibit shall not be deemed “filed” for purposes of
Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference
in any filing under the Securities Act of 1933 or the Exchange Act of 1934, whether made before or after the date hereof and irrespective
of any general incorporation language in such filings.
20
SIGNATURES
Pursuant to the requirements of Section 13 or
15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by
the undersigned, thereunto duly authorized .
MaxCyte, Inc.
Date: April 29, 2022
By:
/s/ Douglas Doerfler
Douglas Doerfler
President, Chief Executive Officer and Director
Pursuant to the requirements of the Securities Exchange
Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and
on the dates indicated.
Name
Title
Date
/s/ Douglas Doerfler
President, Chief Executive Officer and Director
April 29, 2022
Douglas Doerfler
(Principal Executive Officer)
/s/ Ron Holtz
Chief Financial Officer
April 29, 2022
Ron Holtz
(Principal Financial and Accounting Officer)
*
Chairman of the Board of Directors
April 29, 2022
Richard Douglas
*
Director
April 29, 2022
Yasir Al-Wakeel
*
Director
April 29, 2022
Will Brooke
*
Director
April 29, 2022
Stanley C. Erck
*
Director
April 29, 2022
Rekha Hemrajani
*
Director
April 29, 2022
John Johnston
*
Director
April 29, 2022
Art Mandell
* By:
/s/ Maher Masoud
Maher Masoud
Attorney-in-fact
21
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.