Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K. 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. In designing and evaluating our disclosure controls and procedures, our management recognizes that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable assurance that the objectives of the disclosure controls and procedures are met. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this Annual Report on Form 10-K, our disclosure controls and procedures were effective at the reasonable assurance level.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the period covered by this Annual Report on Form 10-K that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls
Our management, including our Chief Executive Officer and Chief Financial Officer, believes that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level. However, management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
Management’s Report on Internal Control over Financial Reporting
The 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 independent registered public accounting firm due to a transition period established by the rules of the SEC for newly public companies.
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ITEM 9B. OTHER INFORMATION
None.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
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PART III.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by this Item (other than the information set forth in the next paragraph) will be included in our definitive Proxy Statement for our 2022 annual meeting of stockholders, which will be filed with the SEC within 120 days after the end of our fiscal year ended January 31, 2022, and is incorporated herein by reference.
We maintain a Code of Business Conduct and Ethics (Code of Ethics), applicable to all employees, including all directors and executive officers. Our Code of Ethics is published on our Investor Relations website at investors.sentinelone.com under “Governance.” We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding amendments to, or waiver from, a provision of the Code of Ethics by posting such information on the website address and location specified above.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this Item will be included in our Proxy Statement to be filed with the SEC within 120 days after the end of our fiscal year ended January 31, 2022, and is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by this Item will be included in our Proxy Statement to be filed with the SEC within 120 days after the end of our fiscal year ended January 31, 2022, and is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
The information required by this Item will be included in our Proxy Statement to be filed with the SEC, and is incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this Item will be included in our Proxy Statement to be filed with the SEC, and is incorporated herein by reference.
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PART IV.
ITEM 15. EXHIBITS AND FINANCIAL STATEMENTS SCHEDULES
(a) Financial Statements.
See Index to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K.
(b) Financial Statement Schedule.
All financial statement schedules are omitted because the information required to be set forth therein is not applicable or is shown in the consolidated financial statements or the notes thereto.
(c) Exhibits.
The exhibits listed below are filed as part of this Annual Report on Form 10-K or are incorporated herein by reference, in each case as indicated below.
Exhibit
Number
Description of Document Form File No. Exhibit Filing Date
2.1
Agreement and Plan of Merger and Reorganization by a nd among SentinelOne, Inc., Scalyr Inc., and other parties, dated February 6, 2021.
S-1 333-256761 2.1 June 3, 2021
3.1
Restated Certificate of Incorporation of SentinelOne, Inc.
3.2
Restated Bylaws of SentinelOne, Inc.
4.1
Form of Class A Common Stock certificate of SentinelOne, Inc.
S-1/A 333-256761 4.1 June 21, 2021
4.2
Description of Registrant’s securities .
4.3
Amended and Restated Investors ’ Rights Agreement among SentinelOne, Inc. and certain holders of capital stock, dated October 28, 2020.
S-1 333-256761 4.2 June 3, 2021
10.1
Form of Indemnification Agreement between SentinelOne, Inc. and each of its directors and executive officers.
S-1 333-256761 10.1 June 3, 2021
10.2 †
SentinelOne, Inc. 2021 Equity Incentive Plan and related form agreements.
S-1 333-256761 10.4 June 3, 2021
10.3 †
SentinelOne, Inc. 2021 Employee Stock Purchase Plan and related form agreements.
S-1 333-256761 10.5 June 21, 2021
10.4 †
Confirmatory Employment Letter between SentinelOne, Inc. and Tomer Weingarten, dated May 28, 2021.
S-1/A 333-256761 10.7 June 21, 2021
10.5 †
Confirmatory Employment Letter between SentinelOne, Inc. and David Bernhardt, dated May 28, 2021 .
S-1/A 333-256761 10.8 June 21, 2021
10.6 †
Confirmatory Employment Letter between SentinelOne, Inc. and Nicholas Warner, dated June 19, 2021.
S-1/A 333-256761 10.9 June 21, 2021
10.7 †
Confirmatory Employment Letter between SentinelOne, Inc. and Ric Smith, dated May 28, 202 1.
10.8 †
Offer of Employment and Change in Control and Severance Agreement between SentinelOne, Inc. and Keenan Conder, effective June 24, 202 1.
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10. 9 †
Change in Control and Severance Agreement by and between SentinelOne, Inc. and Tomer Weingarten, dated May 28, 202 1.
S-1/A 333-256761 10.11 June 21, 2021
10.1 0 †
Change in Control and Severance Agreement by and between SentinelOne, Inc. and David Bernhardt, dated May 28, 2021 .
S-1/A 333-256761 10.12 June 21, 2021
10.1 1 †
Change in Control and Severance Agreement by and between SentinelOne, Inc. and Nicholas Warner, dated June 19, 2021.
S-1/A 333-256761 10.13 June 21, 2021
10.1 2 †
Change in Control and Severance Agreement by and between SentinelOne, Inc. and Ric Smith
10.13
Office Lease, by and between SIC-Mountain Bay Plaza, LLC and SentinelOne, Inc. and Silicon Valley Bank dated as of Mary 28, 2020, as amended
S-1 333-256761 10.7 June 3, 2021
21.1
List of Subsidiaries of SentinelOne, Inc.
S-1 333-256761 21.1 June 3, 2021
23.1
Consent of Deloitte & Touche LLP, independent registered public accounting firm.
24.1
Power of Attorney (included in signature pages hereto).
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 Chief Executive Officer and Chief 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--the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL 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.
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101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).
__________________
* The certifications furnished in Exhibits 32.1 hereto are deemed to accompany this Annual Report on Form 10-K and will not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall they be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.
† Indicates management contract or compensatory plan.
ITEM 16. FORM 10-K SUMMARY
None.
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SIGNATURES
Pursuant to the requirements 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, in Mountain View, California on the 7th day of April, 2022.
SENTINELONE, INC.
By: /s/ Tomer Weingarten
Tomer Weingarten
Chairman of the Board of Directors, President and Chief Executive Officer
( Principal Executive Officer)
POWER OF ATTORNEY
KNOW ALL THESE PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Tomer Weingarten and David Bernhardt, and each of them, as his or her true and lawful attorney-in-fact and agent, 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 any and all amendments to this Annual Report on Form 10-K, 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, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their, his or her substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Exchange Act of 1934, as amended, this Annual Report on Form 10-K has been signed by the following persons in the capacities and on the dates indicated.
Signature
Title
Date
/s/ Tomer Weingarten
Chairman of the Board of Directors, President, and Chief Executive Officer (Principal Executive Officer)
April 7, 2022
Tomer Weingarten
/s/ David Bernhardt
Chief Financial Officer (Principal Financial Officer)
April 7, 2022
David Bernhardt
/s/ Robin Tomasello
Chief Accounting Officer (Principal Accounting Officer)
April 7, 2022
Robin Tomasello
/s/ Charlene T. Begley
Director
April 7, 2022
Charlene T. Begley
/s/ Aaron Hughes
Director
April 7, 2022
Aaron Hughes
/s/ Mark S. Peek
Director
April 7, 2022
Mark S. Peek
/s/ Daniel Scheinman
Director
April 7, 2022
Daniel Scheinman
Table of Contents
/s/ Robert Schwartz
Director
April 7, 2022
Robert Schwartz
/s/ Teddie Wardi
Director
April 7, 2022
Teddie Wardi
/s/ Jeffery W. Yabuki
Director
April 7, 2022
Jeffery W. Yabuki