SOUNDTHINKING, INC. 10-K

Item 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures Our management has evaluated, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures (as defined in Rules 13-a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of December 31, 2020, our disclosure controls and procedures were effective to provide reasonable assurance that the information we are required to file or submit 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 our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. Changes in Internal Control over Financial Reporting In November 2020, we completed the acquisition of LEEDS. We are in the process of integrating internal controls at LEEDS into our control structure. We consider the ongoing integration of LEEDS to represent a material change in our internal control over financial reporting. With the exception of these changes, there were no changes in our internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) during the quarter ended December 31, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Inherent Limitations on Effectiveness of Controls Our management, including our principal executive officer and principal financial officer, 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 Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) and Rule 15d-15(f) of the Exchange Act. Internal control over financial reporting consists of policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) are designed and operated to provide reasonable assurance regarding the reliability of our financial reporting and our process for the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements. Our management evaluated the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control - Integrated Framework (2013). Based on the results of our evaluation, our management has concluded that our internal control over financial reporting was effective as of December 31, 2020. Our management’s assessment of and conclusion on the effectiveness of internal control over financial reporting as of December 31, 2020 did not include the internal controls of LEEDS acquired in November 2020. During 2020, the results of LEEDS were insignificant to the consolidated results of the Company. Item 9B. OTHER INFORMATION None. 104 PART III. We will file a definitive Proxy Statement for our Annual Meeting (our “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 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 10 is incorporated herein by reference to the sections of our Proxy Statement under the captions “Information Regarding the Board of Directors and Corporate Governance”, “Executive Officers”. Item 11. EXECUTIVE COMPENSATION The information required by this Item 11 is incorporated herein by reference to the sections of our Proxy Statement under the caption “Executive and Director Compensation”. Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information required by this Item 12 is incorporated herein by reference to the sections of our Proxy Statement under the caption “Security Ownership of Certain Owners and Management”. Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information required by this Item 13 is incorporated herein by reference to the sections of our Proxy Statement under the captions “Transactions with Related Persons and Indemnification”, “Information Regarding the Board of Directors and Corporate Governance”. Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The information required by this Item 14 is incorporated herein by reference to the section of our Proxy Statement under the caption “Principal Accountant Fees and Services”. 105 PART IV. Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a)(1) Consolidated Financial Statements We have filed the consolidated financial statements listed in the Index to Consolidated Financial Statements, Schedules, and Exhibits included in Part II, Item 8, “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K. (a)(2) Financial Statements Schedules All financial statements schedules have been omitted because they are not applicable, not material, or the required information is shown in the Index to Consolidated Financial Statements included in Part II, Item 8, “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K. (a)(3) Exhibits See the Exhibit Index below in this Annual Report on Form 10-K. The exhibits listed in the Exhibit Index below are filed or incorporated by reference as part of this Annual Report on Form 10-K. Item 16. FORM 10-K SUMMARY None. 106 Exhibit Index Exhibit Exhibit Incorporated by Reference Filed Number Description Form File No. Exhibit Filing Date Herewith 3.1 Amended and Restated Certificate of Incorporation 8-K 001-38107 3.1 June 13, 2017 3.2 Amended and Restated Bylaws 8-K 001-38107 3.2 June 13, 2017 4.1 Form of Common Stock Certificate S-1/A 333-217603 4.1 May 19, 2017 4.2 Investors' Rights Agreement, by and among ShotSpotter, Inc. and the investors listed on Exhibit A thereto, dated July 12, 2012 S-1 333-217603 4.2 May 2, 2017 4.3 Form of Warrant to purchase shares of Series B-1 Preferred Stock issued to certain stockholders in connection with the sale of Series B-1 Preferred Stock in February 2014 S-1 333-217603 4.6 May 2, 2017 4.4 Form of Warrant to Purchase Shares of Common Stock issued to Roth Capital Partners, LLC in June 2017 10-Q 001-38107 10.1 August 14, 2017 4.5 Description of Capital Stock 10-K 001-38107 4.5 March 13, 2020 10.1(#) ShotSpotter, Inc. Nonemployee Director Compensation Policy 10-K 333-21760 10.1 March 13, 2020 10.2(#) ShotSpotter, Inc. Amended and Restated 2005 Stock Plan S-1 333-217603 10.1 May 2, 2017 10.3(#) Forms of Option Agreement and Option Grant Notice under the Amended and Restated 2005 Stock Plan S-1 333-217603 10.2 May 2, 2017 10.4(#) ShotSpotter, Inc. 2017 Equity Incentive Plan S-1/A 333-217603 10.3 May 19, 2017 10.5(#) Forms of Option Agreement and Option Grant Notice under the 2017 Equity Incentive Plan S-1/A 333-217603 10.4 May 19, 2017 10.6(#) Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Restricted Terms and Conditions under the 2017 Equity Incentive Plan S-1/A 333-217603 10.5 May 19, 2017 10.7(#) ShotSpotter, Inc. 2017 Employee Stock Purchase Plan S-1/A 333-217603 10.6 May 19, 2017 10.8(#) Form of Restricted Stock Unit Grant Notice for Directors 10-Q 001-38107 10.6 August 14, 2017 10.9(#) Form of Indemnification Agreement by and between ShotSpotter, Inc. S-1 333-217603 10.7 May 2, 2017 10.10(#) Offer Letter between ShotSpotter, Inc. and Ralph A. Clark, dated March 13, 2017 S-1 333-217603 10.8 May 2, 2017 107 Exhibit Exhibit Incorporated by Reference Filed Number Description Form File No. Exhibit Filing Date Herewith 10.11(#) Offer Letter between ShotSpotter, Inc. and Alan R. Stewart , dated March 13, 2017 S-1 333-217603 10.9 May 2, 2017 10.12(#) Offer Letter between ShotSpotter, Inc. and Joseph O. Hawkins, dated March 13, 2017 S-1 333-217603 10.10 May 2, 2017 10.13(#) Offer Letter between ShotSpotter, Inc. and Paul S. Ames, dated March 13, 2017 S-1 333-217603 10.11 May 2, 2017 10.14(#) Offer Letter between ShotSpotter, Inc. and Gary T. Bunyard, dated March 13, 2017 S-1 333-217603 10.12 May 2, 2017 10.15(#) Offer Letter between ShotSpotter, Inc. and Sam Klepper, dated March 2, 2018 10-Q 333-217603 10.1 May 10, 2018 10.16(#) Offer Letter between ShotSpotter, Inc. and Nasim Golzadeh, dated February 20, 2019 10-K 333-217603 10.16 March 4, 2019 10.17 Lease Agreement between BMR-Pacific Research Center LP and ShotSpotter, Inc., dated August 14, 2012 S-1 333-217603 10.14 May 2, 2017 10.18 First Amendment to Lease Agreement between BMR-Pacific Research Center LP and ShotSpotter, Inc., dated September 3, 2014 S-1 333-217603 10.15 May 2, 2017 10.19 Second Amendment to Lease Agreement between BMR-Pacific Research Center LP and ShotSpotter, Inc., dated December 15, 2016 S-1 333-217603 10.16 May 2, 2017 10.20 Credit Agreement between Umpqua Bank and ShotSpotter, Inc., dated September 27, 2018 10-Q 001-38107 10.1 November 14, 2018 10.21 First Amendment to Credit Agreement between Umpqua Bank and ShotSpotter, Inc., dated May 21, 2019 8-K 001-38107 10.1 May 24, 2019 10.22 Second Amendment to Credit Agreement between Umpqua Bank and ShotSpotter, Inc., dated August 14, 2020 8-K 001-38107 10.1 August 19, 2020 21.1 List of Subsidiaries X 23.1 Consent of Baker Tilly US, LLP, Independent Registered Public Accounting Firm for ShotSpotter, Inc. X 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. X 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. X 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. X 108 Exhibit Exhibit Incorporated by Reference Filed Number Description Form File No. Exhibit Filing Date Herewith 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. X 101.INS Inline XBRL Instance Document X 101.SCH Inline XBRL Taxonomy Extension Schema Document X 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document X 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document X 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document X 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) X # Indicates management contract or compensatory plan. * Furnished herewith and not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act (whether made before or after the date of the Form 10-K), irrespective of any general incorporation language contained in such filing. 109 SIGNAT URES 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, thereto duly authorized. SHOTSPOTTER, INC. Date: March 29, 2021 By: /s/ Ralph A. Clark Ralph A. Clark President and Chief Executive Officer Date: March 29, 2021 By: /s/ Alan R. Stewart Alan R. Stewart Chief Financial Officer KNOW ALL PERSONS BY THESE PRESENTS , that each person whose signature appears below constitutes and appoints Ralph A. Clark and Alan R. Stewart, jointly and severally, his or her attorneys-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any amendments to this report, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Ralph A. Clark President, Chief Executive Officer, and a Director (Principal Executive Officer) March 29, 2021 Ralph A. Clark /s/ Alan R. Stewart Chief Financial Officer (Principal Financial and Accounting Officer) March 29, 2021 Alan R. Stewart /s/ Pascal Levensohn Director March 29, 2021 Pascal Levensohn /s/ Thomas T. Groos Director March 29, 2021 Thomas T. Groos /s/ Merline Saintil Director March 29, 2021 Merline Saintil /s/ Randall Hawks, Jr. Director March 29, 2021 Randall Hawks, Jr. /s/ Marc Morial Director March 29, 2021 Marc Morial /s/ William J. Bratton Director March 29, 2021 William J. Bratton 110