What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2023-03-01 compared with 2022-03-01 · 56 added, 36 removed, 134 unchanged (41% of the section changed)

1 unchanged sentence

Limitations on Effectiveness of Controls and Procedures

The Company maintains disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to ensure that information required to be disclosed in the Company’s reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

The Company maintains disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act) that are designed to ensure that information required to be disclosed in the Company’s reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

19 unchanged sentences

(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2021 and 2020, the related consolidated statements of operations, comprehensive income (loss), changes in convertible preferred stock and stockholders’ equity (deficit) and cash flows for each of the three years in the period ended December 31, 2021, and the related notes and our report dated March 1, 2022, expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2022 and 2021, the related consolidated statements of operations, comprehensive income, changes in stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2022, and the related notes and our report dated March 1, 2023, expressed an unqualified opinion thereon.

Basis for Opinion

21 unchanged sentences

Code of Conduct

Our Board of Directors has adopted a Code of Conduct applicable to all officers, directors and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

Our Board of Directors has adopted a Code of Conduct applicable to all officers, directors and employees, including our principal executive officer, principal financial officer, principal accounting officer and controller, and persons performing similar functions.

A copy of our Code of Conduct is available at the Investor Relations section of our website, located at investors.progyny.com , under “Governance—Documents & Charters.” We intend to make all disclosures required by law or Nasdaq Stock Market rules regarding any amendments to, or waivers from, any provisions of the code at the same location of our website.

6 unchanged sentences

The information required by this item will be included under the heading “Equity Compensation Plan Information” and “Security Ownership of Certain Beneficial Owners and Management” in our 2023 Proxy Statement and is hereby incorporated by reference into this Annual Report on Form 10 K.

CERTAIN RELA TIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this item will be included under the headings “Transactions with Related Persons,” and “Information Regarding the Board of Directors and Corporate Governance” in our 2023 Proxy Statement and is hereby incorporated by reference into this Annual Report on Form 10-K.

9 unchanged sentences

Consolidated Statements of Operations

Consolidated Statements of Comprehensive Income (Loss)

Consolidated Statements of Changes in Convertible Preferred Stock and Stockholders’ Deficit

Consolidated Statements of Comprehensive Income

Consolidated Statements of Changes in Stockholders’ Equity

Consolidated Statements of Cash Flows

5 unchanged sentences

Incorporated by Reference

Description Form File No.

Exhibit Filing

Filed/Furnished

3.1 Amended and Restated Certificate of Incorporation of Progyny, Inc.

8-K 001-39100 3.2 10/31/2019

3.2 Amended and Restated By-laws of Progyny, Inc .

S-1 333-233965 3.4 9/27/2019

4.1 Form of common stock certificate .

S-1/A 333-233965 4.1 10/15/2019

4.2 Form of 2013 Preferred Stock Warrant.

S-1/A 333-233965 4.2 10/15/2019

4.3 Form of 2014 Preferred Stock Warrant.

S-1/A 333-233965 4.3 10/15/2019

4.4 Form of 2015 Preferred Stock Warrant.

S-1/A 333-233965 4.4 10/15/2019

4.5 Warrant to Purchase Stock issued to Silicon Valley Bank dated October 9, 2013.

S-1/A 333-233965 4.5 10/15/2019

4.6 Description of Capital Stock.

Amended and Restated Investor Rights Agreement, dated as of March 4, 2015, by and among Progyny, Inc.

and certain of its stockholders .

10.1† Progyny, Inc.

2008 Stock Plan, as amended, and forms of agreements thereunder .

S-1 333-233965 10.2 9/27/2019

10.2† Progyny, Inc.

2017 Equity Incentive Plan and forms of agreements thereunder .

S-8 333-233965 99.2 10/25/2019

10.3† Amendment No.

1 unchanged sentence

2017 Equity Incentive Plan.

10-K 001-39100 10.4 3/10/2020

10.4† Progyny, Inc.

2019 Equity Incentive Plan and forms of agreements thereunder.

S-1/A 333-233965 10.4 10/15/2019

10.5† Amendment No.

1 unchanged sentence

2019 Equity Incentive Plan.

10-K 001-3910 10.6 3/10/2020

10.6† Progyny, Inc.

2019 Employee Stock Purchase Plan.

S-1/A 333-233965 10.5 10/15/2019

10.7† Form of Indemnification Agreement.

S-1 333-233965 10.6 9/27/2019

10.8† Amended and Restated Employment Agreement between Progyny, Inc.

and David Schlanger, dated September 23, 2019.

and David Schlanger, dated December 23, 2021

10-Q 001-39100 10.1 5/6/2022

10.9† Amended and Restated Employment Agreement between Progyny, Inc.

and Peter Anevski, dated September 25, 2019.

and Peter Anevski, dated December 23, 2021.

10-Q 001-39100 10.2 5/6/2022

10.10† Amended and Restated Employment Agreement between Progyny, Inc.

and Mark Livingston dated September 15, 2020.

and Mark Livingston dated June 7, 2022

10-Q 001-39100 10.1 8/5/2022

10.11† Employment Agreement between Progyny, Inc.

and Jennifer Bealer dated September 8, 2017.

and Allison Swartz dated October 27, 2022

10.12† Amended and Restated Employment Agreement between Progyny, Inc.

and Michael Sturmer dated December 23, 2021

10-Q 001-39100 10.3 5/6/2022

10.13 Sublease Agreement, dated as of July 29, 2019 by and between IPREO Holdings, LLC and Progyny, Inc.

S-1 333-233965 10.1 9/27/2019

10.14 Lease Agreement, dated as of February 25, 2022 by and between ESRT 1359 Broadway, LLC and Progyny, Inc.

10.15 Loan and Security Agreement, dated as of June 8, 2018, between Silicon Valley Bank and Registrant.

S-1 333-233965 10.10 9/27/2019

10.15 Amendments to Loan and Security Agreement, dated as of June 8, 2018, between Silicon Valley Bank and Registrant.

10-Q 001-39100 10.1 8/7/2020

21.1 List of Subsidiaries.

10-K 001-39100 21.1 3/1/2022

23.1 Consent of Ernst & Young LLP

6 unchanged sentences

Section 1350.

Inline XBRL Instance Document.

Inline XBRL Taxonomy Extension Schema Document.

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

Inline XBRL Taxonomy Extension Definition Linkbase Document.

Inline XBRL Taxonomy Extension Label Linkbase Document.

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

101.INS Inline XBRL Instance Document.

101.SCH Inline XBRL Taxonomy Extension Schema Document.

101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

1 unchanged sentence

** Furnished herewith.

† Indicates management contract or compensatory plan.

† Indicates management contract or compensatory plan or arrangement in which any director or executive officer participates.

FORM 10-K SUMMARY

9 unchanged sentences

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated as of March 1, 2023.

/s/ PETER ANEVSKI

Chief Executive Officer and Director

Peter Anevski

(principal executive officer)

/s/ MARK LIVINGSTON

Chief Financial Officer

Mark Livingston

(principal financial and accounting officer)

/s/ DAVID SCHLANGER

Executive Chairman

Signature Title

/s/ PETER ANEVSKI Chief Executive Officer and Director

Peter Anevski (principal executive officer)

/s/ MARK LIVINGSTON Chief Financial Officer

Mark Livingston (principal financial and accounting officer)

/s/ DAVID SCHLANGER Executive Chairman

David Schlanger

2 unchanged sentences

Beth Seidenberg, M.D.

/s/ MALISSIA CLINTON

Malissia Clinton

/s/ FRED COHEN

/s/ LLOYD DEAN Director

/s/ FRED COHEN Director

Fred Cohen, M.D., D.Phil.

/s/ KEVIN GORDON

/s/ ROGER HOLSTEIN

/s/ KEVIN GORDON Director

/s/ ROGER HOLSTEIN Director

Roger Holstein

/s/ JEFFREY PARK

/s/ JEFFREY PARK Director

/ s / NORMAN PAYSON

Norman Payson, M.D.

/s/ CHERYL SCOTT

/s/ CHERYL SCOTT Director

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures