Item 9A. Controls and Procedures
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
We carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer, of the effectiveness of our “disclosure controls and procedures” as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act as of December 31, 2021, the end of the period covered by this Annual Report. 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, or persons performing similar functions, 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 our evaluation, our Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer concluded that the design and operation of these disclosure controls and procedures were effective as of December 31, 2021, 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 our registered public accounting firm due to a transition period established by rules of the SEC for newly public companies.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the fourth quarter of 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information.
None.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
None.
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PART III
We will file a definitive Proxy Statement for our 2022 Annual Meeting of Stockholders, or the 2022 Proxy Statement, with the SEC, pursuant to Regulation 14A, not later than 120 days after the end of our fiscal year. Accordingly, certain information required by Part III has been omitted under General Instruction G(3) to Form 10-K. Only those sections of the 2022 Proxy Statement that specifically address the items set forth herein are incorporated by reference.
Item 10. Directors, Executive Officers and Corporate Governance.
The information required by this item is hereby incorporated by reference to the sections of the 2022 Proxy Statement under the captions "Information Regarding the Board of Directors and Corporate Governance,” “Election of Directors,” and “Executive Officers.”
Item 11. Executive Compensation.
The information required by this item is hereby incorporated by reference to the sections of the 2022 Proxy Statement under the captions "Executive Compensation" and "Director Compensation."
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The information required by this item is hereby incorporated by reference to the sections of the 2022 Proxy Statement under the captions "Security Ownership of Certain Beneficial Owners and Management" and "Securities Authorized for Issuance under Equity Compensation Plans."
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required by this item is hereby incorporated by reference to the sections of the 2022 Proxy Statement under the captions "Transactions with Related Persons" and "Independence of the Board of Directors."
Item 14. Principal Accountant Fees and Services .
The information required by this item is hereby incorporated by reference to the sections of the 2022 Proxy Statement under the caption "Ratification of Selection of Independent Auditors."
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PART IV
Item 15. Exhibits, Financial Statement Schedules.
(a) The following documents are filed as part of this Annual Report on Form 10-K:
(1) Financial Statements
The financial statements filed as part of this Annual Report are included in Part II, Item 8 of this Annual Report.
(2) Financial Statement Schedules
Financial statement schedules have been omitted in this Annual Report because they are not applicable, not required under the instructions or the information requested is set forth in the financial statements or related notes thereto.
(3) List of Exhibits required by Item 601 of Regulation S-K
See the Exhibit Index in Item 15(b) below.
(b) Exhibit Index.
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 .
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.
10.6#
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
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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 .
10.15
Notice of Termination of Lease Agreement, dated as of June 8, 2021, between ARE-20/22/1300 Firstfield Quince Orchard, LLC and Registrant.
10.16µ
Deed of Lease, dated as of May 27, 2021, between Key West MD Owner LLC and Registrant.
10.17µ
Amendment to Deed of Lease, dated as of November 16, 2021, between Key West MD Owner LLC and Registrant.
21.1*
Subsidiaries of the Registrant.
23.1*
Consent of Independent Registered Public Accounting Firm.
24.1*
Power of Attorney (contained on the signature page to this Form 10-K).
31.1*
Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*
Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1@
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2@
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*
Inline XBRL Instance Document.
101.SCH*
XBRL Taxonomy Extension Schema Document
101.CAL*
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*
XBRL Taxonomy Extension Label Linkbase Document
101.PRE*
XBRL Taxonomy Extension Presentation Linkbase Document
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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).
* Filed herewith.
# Indicates management contract or compensatory plan.
µ 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
Item 16. Form 10-K Summary
None.
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SIGNATURES
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.
MaxCyte Inc.
Date: March 22, 2022
By:
/s/ Douglas Doerfler
Name:
Douglas Doerfler
Title:
President and Chief Executive Officer
(On Behalf of the Registrant)
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Doug Doerfler and Maher Masoud, jointly and severally, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this Annual Report on Form 10-K of MaxCyte, Inc., and any or all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises hereby ratifying and confirming all that said attorneys-in-fact and agents, or his, her or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
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 and in the capacities and on the dates indicated.
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Signature
Title
Date
/s/ Douglas Doerfler
President, Chief Executive Officer and Director
(Principal Executive Officer)
March 22, 2022
Douglas Doerfler
/s/ Amanda Murphy
Chief Financial Officer
(Principal Financial Officer)
March 22, 2022
Amanda Murphy
/s/ Ron Holtz
Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)
March 22, 2022
Ron Holtz
/s/ Richard Douglas
Chairman of the Board of Directors
March 22, 2022
Richard Douglas, PhD
/s/ Yasir Al-Wakeel
Director
March 22, 2022
Yasir Al-Wakeel, BM BCh
/s/ Will Brooke
Director
March 22, 2022
Will Brooke
/s/ Stanley C. Erck
Director
March 22, 2022
Stanley C. Erck
/s/ Rekha Hemrajani
Director
March 22, 2022
Rekha Hemrajani
/s/ John Johnston
Director
March 22, 2022
John Johnston
/s/ Art Mandell
Director
March 22, 2022
Art Mandell
123