1 unchanged sentence
Evaluation of Disclosure Controls and Procedures
−Removed: 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.
+Added: We carried out an evaluation, under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial 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, 2022, 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.
1 unchanged sentence
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.
−Removed: 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.
+Added: Based on our evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the design and operation of these disclosure controls and procedures were effective as of December 31, 2022, at the reasonable assurance level.
Management’s Annual Report on Internal Control over Financial Reporting
−Removed: 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.
+Added: Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act).
+Added: Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2022 based on the criteria set forth in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013).
+Added: Based on this assessment, management has concluded that our internal control over financial reporting was effective as of December 31, 2022 to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S.
+Added: 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.
Changes in Internal Control over Financial Reporting
2 unchanged sentences
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
−Removed: 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.
+Added: We will file a definitive Proxy Statement for our 2023 Annual Meeting of Stockholders (the “2023 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.
13 unchanged sentences
The information required by this item is hereby incorporated by reference to the sections of the 2023 Proxy Statement under the caption "Ratification of Selection of Independent Auditors."
−Removed: Exhibits, Financial Statement Schedules.
+Added: Exhibits and Financial Statement Schedules.
(a) The following documents are filed as part of this Annual Report on Form 10-K:
12 unchanged sentences
Description of Certain of Registrant's Securities .
+Added: March 22, 2022
MaxCyte, Inc.
12 unchanged sentences
Inducement Plan .
+Added: March 22, 2022
+Added: MaxCyte, Inc.
+Added: Form of Stock Option Grant Notice (2021 Inducement Plan), dated as of January 1, 2022 .
+Added: August 10, 2022
Form of 2022 Employee Stock Purchase Plan .
2 unchanged sentences
July 26, 2021
−Removed: Eighth Amendment to Lease Agreement, dated as of September 27, 2019, between ARE-20/22/1300 Firstfield Quince Orchard, LLC and the Registrant .
−Removed: July 26, 2021
−Removed: Sublease, dated as of September 9, 2019, between Novavax, Inc.
−Removed: and the Registrant .
−Removed: July 26, 2021
−Removed: First Amendment to Sublease, dated as of September 9, 2019, between Novavax, Inc.
−Removed: and the Registrant .
−Removed: July 26, 2021
−Removed: First Amendment to Sublease, dated as of September 9, 2019, between Novavax, Inc.
−Removed: and the Registrant .
−Removed: July 26, 2021
+Added: MaxCyte, Inc.
+Added: 2022 Equity Incentive Plan .
+Added: June 30, 2022
+Added: MaxCyte, Inc.
+Added: Form of RSU Award Grant Notice (2022 Equity Incentive Plan), dated as of July 19, 2022 .
+Added: August 10, 2022
+Added: MaxCyte, Inc.
+Added: Form of Stock Option Grant Notice (2022 Equity Incentive Plan), dated as of July 19, 2022 .
+Added: August 10, 2022
Severance Agreement, dated July 20, 2021, between the Registrant and Doug Doerfler .
July 26, 2021
−Removed: Severance Agreement, dated January 21, 2021, between the Registrant and Amanda Murphy .
−Removed: July 26, 2021
+Added: Separation Agreement, by and between the Company and Amanda Murphy, dated as of May 6, 2022 .
+Added: August 10, 2022
+Added: Consulting Agreement, by and between the Company and Amanda Murphy, effective as of April 15, 2022 .
+Added: August 10, 2022
Severance Agreement, dated March 8, 2017, between the Registrant and Ron Holtz .
−Removed: Notice of Termination of Lease Agreement, dated as of June 8, 2021, between ARE-20/22/1300 Firstfield Quince Orchard, LLC and Registrant.
Deed of Lease, dated as of May 27, 2021, between Key West MD Owner LLC and Registrant .
18 unchanged sentences
# Indicates management contract or compensatory plan.
−Removed: 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.
13 unchanged sentences
Douglas Doerfler
−Removed: /s/ Amanda Murphy
−Removed: Chief Financial Officer
−Removed: (Principal Financial Officer)
−Removed: March 22, 2022
−Removed: Amanda Murphy
/s/ Ron Holtz
−Removed: Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)
+Added: Chief Financial Officer
+Added: (Principal Financial Officer and Principal Accounting Officer)
March 15, 2023
6 unchanged sentences
Yasir Al-Wakeel, BM BCh
+Added: /s/ Patrick J.
+Added: Balthrop, Sr.
+Added: March 15, 2023
+Added: Balthrop, Sr.
/s/ Will Brooke
11 unchanged sentences
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.