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 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. 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 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
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). 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). 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. GAAP.
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
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 2022 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 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. Only those sections of the 2023 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 2023 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 2023 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 2023 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 2023 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 2023 Proxy Statement under the caption "Ratification of Selection of Independent Auditors."
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PART IV
Item 15. Exhibits and 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-K
001-40674
4.1
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#
MaxCyte, Inc. Form of Stock Option Grant Notice (2021 Inducement Plan), dated as of January 1, 2022 .
10-Q
001-40674
10.4
August 10, 2022
10.7#
Form of 2022 Employee Stock Purchase Plan .
S-8
333-266133
99.2
July 14, 2022
10.8#
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
10.9#
MaxCyte, Inc. 2022 Equity Incentive Plan .
8-K
001-40674
10.1
June 30, 2022
10.10#
MaxCyte, Inc. Form of RSU Award Grant Notice (2022 Equity Incentive Plan), dated as of July 19, 2022 .
10-Q
001-40674
10.5
August 10, 2022
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10.11#
MaxCyte, Inc. Form of Stock Option Grant Notice (2022 Equity Incentive Plan), dated as of July 19, 2022 .
10-Q
001-40674
10.6
August 10, 2022
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#
Separation Agreement, by and between the Company and Amanda Murphy, dated as of May 6, 2022 .
10-Q
001-40674
10.2
August 10, 2022
10.14#
Consulting Agreement, by and between the Company and Amanda Murphy, effective as of April 15, 2022 .
10-Q
001-40674
10.3
August 10, 2022
10.15*#
Severance Agreement, dated March 8, 2017, between the Registrant and Ron Holtz .
10.16*
Deed of Lease, dated as of May 27, 2021, between Key West MD Owner LLC and Registrant .
10.17*
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.
@ 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 15, 2023
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 15, 2023
Douglas Doerfler
/s/ Ron Holtz
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
March 15, 2023
Ron Holtz
/s/ Richard Douglas
Chairman of the Board of Directors
March 15, 2023
Richard Douglas, PhD
/s/ Yasir Al-Wakeel
Director
March 15, 2023
Yasir Al-Wakeel, BM BCh
/s/ Patrick J. Balthrop, Sr.
Director
March 15, 2023
Patrick J. Balthrop, Sr.
/s/ Will Brooke
Director
March 15, 2023
Will Brooke
/s/ Stanley C. Erck
Director
March 15, 2023
Stanley C. Erck
/s/ Rekha Hemrajani
Director
March 15, 2023
Rekha Hemrajani
/s/ John Johnston
Director
March 15, 2023
John Johnston
/s/ Art Mandell
Director
March 15, 2023
Art Mandell
116