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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/20/24 Amplitude, Inc. 10-K 12/31/23 89:11M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 2.94M
2: EX-10.7 Material Contract HTML 51K
3: EX-21.1 Subsidiaries List HTML 29K
4: EX-23.1 Consent of Expert or Counsel HTML 27K
9: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 42K
Awarded Compensation
5: EX-31.1 Certification -- §302 - SOA'02 HTML 33K
6: EX-31.2 Certification -- §302 - SOA'02 HTML 33K
7: EX-32.1 Certification -- §906 - SOA'02 HTML 29K
8: EX-32.2 Certification -- §906 - SOA'02 HTML 29K
11: R1 Document and Entity Information HTML 105K
12: R2 Condensed Consolidated Balance Sheets HTML 137K
13: R3 Condensed Consolidated Balance Sheets HTML 52K
(Parenthetical)
14: R4 Consolidated Statements of Operations and HTML 106K
Comprehensive Loss
15: R5 Condensed Consolidated Statements of Redeemable HTML 117K
Convertible Preferred Stock and Stockholders'
Equity (Deficit)
16: R6 Condensed Consolidated Statements of Redeemable HTML 28K
Convertible Preferred Stock and Stockholders'
Equity (Deficit) (Parenthetical)
17: R7 Condensed Consolidated Statements of Cash Flows HTML 117K
18: R8 Pay vs Performance Disclosure HTML 39K
19: R9 Insider Trading Arrangements HTML 41K
20: R10 Summary of Business and Significant Accounting HTML 184K
Policies
21: R11 Balance Sheet Components HTML 102K
22: R12 Intangible Assets, Net HTML 80K
23: R13 Fair Value Measurements HTML 124K
24: R14 Stockholders' Equity and Equity Incentive Plans HTML 208K
25: R15 Employee Benefit Plans HTML 33K
26: R16 Income Taxes HTML 186K
27: R17 Operating Leases HTML 67K
28: R18 Commitments and Contingencies HTML 34K
29: R19 Net Loss Per Share HTML 70K
30: R20 Restructuring HTML 39K
31: R21 Subsequent Events HTML 31K
32: R22 Summary of Business and Significant Accounting HTML 248K
Policies (Policies)
33: R23 Summary of Business and Significant Accounting HTML 99K
Policies (Tables)
34: R24 Balance Sheet Components (Tables) HTML 103K
35: R25 Fair Value Measurements (Tables) HTML 122K
36: R26 Intangible Assets, Net (Tables) HTML 80K
37: R27 Stockholders' Equity and Equity Incentive Plans HTML 180K
(Tables)
38: R28 Commitments and Contingencies (Table) HTML 41K
39: R29 Income Taxes (Tables) HTML 180K
40: R30 Operating Leases (Tables) HTML 70K
41: R31 Net Loss Per Share (Tables) HTML 72K
42: R32 Restructuring (Tables) HTML 36K
43: R33 Summary of Business and Significant Accounting HTML 86K
Policies - Additional Information (Details)
44: R34 Summary of Business and Significant Accounting HTML 35K
Policies-Summary of Remaining Performance
Obligations (Details)
45: R35 Summary of Business and Significant Accounting HTML 37K
Policies - Summary of Disaggregation of Revenue by
Geographic Areas (Details)
46: R36 Summary of Business and Significant Accounting HTML 37K
Policies - Summary of Deferred Commissions
(Details)
47: R37 Summary of Business and Significant Accounting HTML 36K
Policies - Schedule of Cash, Cash Equivalents and
Restricted Cash (Details)
48: R38 Summary of Business and Significant Accounting HTML 40K
Policies - Schedule of Estimated Useful Lives of
Property and Equipment (Details)
49: R39 Balance Sheet Components - Schedule of Prepaid HTML 32K
Expenses and Other Current Assets (Details)
50: R40 Balance Sheet Components - Schedule of Property HTML 46K
and Equipment, Net (Details)
51: R41 Balance Sheet Components - Schedule Of Carrying HTML 34K
value Of Capitalized Internal Cost (Details)
52: R42 Balance Sheet Components - Schedule of Accrued HTML 44K
Expenses (Details)
53: R43 Balance Sheet Components - Additional Information HTML 29K
(Details)
54: R44 Fair Value Measurements - Summarizes of fair value HTML 48K
assets (Details)
55: R45 Fair Value Measurements - Contractual maturities HTML 34K
of available-for-sale securities (Details)
56: R46 FairValueDisclosuresAbstract - Summarizes of fair HTML 29K
value assets (Parenthetical) (Details)
57: R47 Intangible Assets, Net - Additional Information HTML 30K
(Details)
58: R48 Intangible Assets, Net (Details) HTML 40K
59: R49 Intangible Assets, Net - Schedule of Expected HTML 41K
Future Amortization Expense (Details)
60: R50 Redeemable Convertible Preferred Stock - HTML 34K
Additional Information (Details)
61: R51 Stockholders' Equity and Equity Incentive Plans - HTML 48K
Preferred and Common Stock - Additional
Information (Details)
62: R52 Stockholders' Equity and Equity Incentive Plans - HTML 43K
Schedule of Reserved Shares of Common Stock
(Details)
63: R53 Stockholders' Equity and Equity Incentive Plans - HTML 85K
Additional Information (Details)
64: R54 Stockholders' Equity and Equity Incentive Plans - HTML 65K
Summary of Stock Option Activity (Details)
65: R55 Stockholders' Equity and Equity Incentive Plans - HTML 58K
Schedule of Assumptions and Data Inputs to
Estimate Fair Value of Options (Details)
66: R56 Stockholders' Equity and Equity Incentive Plans - HTML 54K
Schedule of RSU Activity (Details)
67: R57 Stockholders' Equity and Equity Incentive Plans - HTML 49K
fair value of shares to be granted under the ESPP
utilizing the Black-Scholes option-pricing model
(Details)
68: R58 Stockholders' Equity and Equity Incentive Plans - HTML 46K
Schedule of Stock Based Compensation Expenses
(Details)
69: R59 Income Taxes - Additional Information (Details) HTML 54K
70: R60 Income Taxes - Schedule of Pre-Tax Book Loss HTML 37K
(Details)
71: R61 Income Taxes - Schedule of Income Tax Provisions HTML 51K
(Details)
72: R62 Income Taxes - Schedule of Reconciliation of HTML 50K
Income Tax Provision to Federal Income Tax Rate
(Details)
73: R63 Income Taxes - Schedule of Deferred Income Tax HTML 66K
Assets and Liabilities (Details)
74: R64 Income Taxes - Summary of Reconciliation of HTML 36K
Unrecognized Tax Benefit (Details)
75: R65 Operating Lease (Additional Information) (Details) HTML 28K
76: R66 Operating Leases - Components of lease expense HTML 38K
(Details)
77: R67 Operating Leases - Summary of Supplemental Cash HTML 31K
Flow Information (Details)
78: R68 Operating Leases - Schedule of Operating Lease, HTML 43K
Liability, Maturity (Details)
79: R69 Commitments and Contingencies - Future Minimum HTML 39K
Lease Payments (Details)
80: R70 Net Loss Per Share - Schedule of Basic and Diluted HTML 57K
Net Loss Per Share (Details)
81: R71 Net Loss Per Share - Schedule of Ant-dilutive HTML 43K
Securities Excluded from Calculation of Diluted
Net Loss Per Share (Details)
82: R72 Restructuring - Restructuring costs classified in HTML 34K
current liabilities (Details)
83: R73 Restructuring (Additional Information) (Details) HTML 30K
84: R74 Subsequent Events - Additional Information HTML 41K
(Details)
86: XML IDEA XML File -- Filing Summary XML 168K
89: XML XBRL Instance -- ampl-20231231_htm XML 2.58M
85: EXCEL IDEA Workbook of Financial Report Info XLSX 162K
10: EX-101.SCH XBRL Taxonomy Extension Schema With Embedded XSD 3.87M
Linkbases Document -- ampl-20231231
87: JSON XBRL Instance as JSON Data -- MetaLinks 594± 951K
88: ZIP XBRL Zipped Folder -- 0000950170-24-017102-xbrl Zip 581K
| EX-97.1 |
Exhibit 97.1
AMPLITUDE, INC. POLICY FOR RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION
Amplitude, Inc. (the “Company”) has adopted this Policy for Recovery of Erroneously Awarded Compensation (the “Policy”), effective as of October 2, 2023 (the “Effective Date”). Capitalized terms used in this Policy but not otherwise defined herein are defined in Section 11.
This Policy shall apply to current and former Officers of the Company.
2. Compensation Subject to Policy
This Policy shall apply to Incentive-Based Compensation received on or after the Effective Date. For purposes of this Policy, the date on which Incentive-Based Compensation is “received” shall be determined under the Applicable Rules, which generally provide that Incentive-Based Compensation is “received” in the Company’s fiscal period during which the relevant Financial Reporting Measure is attained or satisfied, without regard to whether the grant, vesting or payment of the Incentive-Based Compensation occurs after the end of that period.
3. Recovery of Compensation
In the event that the Company is required to prepare a Restatement, the Company shall recover, reasonably promptly, the portion of any Incentive-Based Compensation that is Erroneously Awarded Compensation, unless the Committee has determined that recovery would be Impracticable. Recovery shall be required in accordance with the preceding sentence regardless of whether the applicable Officer engaged in misconduct or otherwise caused or contributed to the requirement for the Restatement and regardless of whether or when restated financial statements are filed by the Company. For clarity, the recovery of Erroneously Awarded Compensation under this Policy will not give rise to any person’s right to voluntarily terminate employment for “good reason,” or due to a “constructive termination” (or any similar term of like effect) under any plan, program or policy of or agreement with the Company or any of its affiliates.
4. Manner of Recovery; Limitation on Duplicative Recovery
The Committee shall, in its sole discretion, determine the manner of recovery of any Erroneously Awarded Compensation, which may include, without limitation, reduction or cancellation by the Company or an affiliate of the Company of Incentive-Based Compensation or Erroneously Awarded Compensation, reimbursement or repayment by any person subject to this Policy of the Erroneously Awarded Compensation, and, to the extent permitted by law, an offset of the Erroneously Awarded Compensation against other compensation payable by the Company or an affiliate of the Company to such person. Notwithstanding the foregoing, unless otherwise prohibited by the Applicable Rules, to the extent this Policy provides for recovery of Erroneously Awarded Compensation already recovered by the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 or Other Recovery Arrangements, the amount of Erroneously Awarded Compensation already recovered by the Company from the recipient of such Erroneously Awarded Compensation may be credited to the amount of Erroneously Awarded Compensation required to be recovered pursuant to this Policy from such person.
5. Administration
This Policy shall be administered, interpreted and construed by the Committee, which is authorized to make all determinations necessary, appropriate or advisable for such purpose. The Board of Directors of the Company (the “Board”) may re-vest in itself the authority to administer, interpret and construe this Policy in accordance with applicable law, and in such event references herein to the “Committee” shall be deemed to be references to the Board.
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Subject to any permitted review by the applicable national securities exchange or association pursuant to the Applicable Rules, all determinations and decisions made by the Committee pursuant to the provisions of this Policy shall be final, conclusive and binding on all persons, including the Company and its affiliates, equityholders and employees. The Committee may delegate administrative duties with respect to this Policy to one or more directors or employees of the Company, as permitted under applicable law, including any Applicable Rules.
6. Interpretation
This Policy will be interpreted and applied in a manner that is consistent with the requirements of the Applicable Rules, and to the extent this Policy is inconsistent with such Applicable Rules, it shall be deemed amended to the minimum extent necessary to ensure compliance therewith.
7. No Indemnification; No Liability
The Company shall not indemnify or insure any person against the loss of any Erroneously Awarded Compensation pursuant to this Policy, nor shall the Company directly or indirectly pay or reimburse any person for any premiums for third-party insurance policies that such person may elect to purchase to fund such person’s potential obligations under this Policy. None of the Company, an affiliate of the Company or any member of the Committee or the Board shall have any liability to any person as a result of actions taken under this Policy.
8. Application; Enforceability
Except as otherwise determined by the Committee or the Board, the adoption of this Policy does not limit, and is intended to apply in addition to, any other clawback, recoupment, forfeiture or similar policies or provisions of the Company or its affiliates, including any such policies or provisions of such effect contained in any employment agreement, bonus plan, incentive plan, equity-based plan or award agreement thereunder or similar plan, program or agreement of the Company or an affiliate or required under applicable law (the “Other Recovery Arrangements”). The remedy specified in this Policy shall not be exclusive and shall be in addition to every other right or remedy at law or in equity that may be available to the Company or an affiliate of the Company.
9. Severability
The provisions in this Policy are intended to be applied to the fullest extent of the law; provided, however, to the extent that any provision of this Policy is found to be unenforceable or invalid under any applicable law, such provision will be applied to the maximum extent permitted, and shall automatically be deemed amended in a manner consistent with its objectives to the extent necessary to conform to any limitations required under applicable law.
10. Amendment and Termination
The Board or the Committee may amend, modify or terminate this Policy in whole or in part at any time and from time to time in its sole discretion. This Policy will terminate automatically when the Company does not have a class of securities listed on a national securities exchange or association.
11. Definitions
“Applicable Rules” means Section 10D of the Exchange Act, Rule 10D-1 promulgated thereunder, the listing rules of the national securities exchange or association on which the Company’s securities are listed, and any applicable rules, standards or other guidance adopted by the Securities and Exchange Commission or any national securities exchange or association on which the Company’s securities are listed.
“Committee” means the committee of the Board responsible for executive compensation decisions comprised solely of independent directors (as determined under the Applicable Rules), or in the absence of such a committee, a majority of the independent directors serving on the Board.
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“Erroneously Awarded Compensation” means the amount of Incentive-Based Compensation received by a current or former Officer that exceeds the amount of Incentive-Based Compensation that would have been received by such current or former Officer based on a restated Financial Reporting Measure, as determined on a pre-tax basis in accordance with the Applicable Rules.
“Exchange Act” means the Securities Exchange Act of 1934, as amended.
“Financial Reporting Measure” means any measure determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures derived wholly or in part from such measures, including GAAP, IFRS and non-GAAP/IFRS financial measures, as well as stock or share price and total equityholder return.
“GAAP” means United States generally accepted accounting principles.
“IFRS” means international financial reporting standards as adopted by the International Accounting Standards Board.
“Impracticable” means (a) the direct costs paid to third parties to assist in enforcing recovery would exceed the Erroneously Awarded Compensation; provided that the Company (i) has made reasonable attempts to recover the Erroneously Awarded Compensation, (ii) documented such attempt(s), and (iii) provided such documentation to the relevant listing exchange or association, (b) to the extent permitted by the Applicable Rules, the recovery would violate the Company’s home country laws pursuant to an opinion of home country counsel; provided that the Company has (i) obtained an opinion of home country counsel, acceptable to the relevant listing exchange or association, that recovery would result in such violation, and (ii) provided such opinion to the relevant listing exchange or association, or (c) recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and the regulations thereunder.
“Incentive-Based Compensation” means, with respect to a Restatement, any compensation that is granted, earned, or vested based wholly or in part upon the attainment of one or more Financial Reporting Measures and received by a person: (a) after beginning service as an Officer; (b) who served as an Officer at any time during the performance period for that compensation; (c) while the issuer has a class of its securities listed on a national securities exchange or association; and (d) during the applicable Three-Year Period.
“Officer” means each person who serves as an executive officer of the Company, as defined in Rule 10D‑1(d) under the Exchange Act.
“Restatement” means an accounting restatement to correct the Company’s material noncompliance with any financial reporting requirement under securities laws, including restatements that correct an error in previously issued financial statements (a) that is material to the previously issued financial statements or (b) that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.
“Three-Year Period” means, with respect to a Restatement, the three completed fiscal years immediately preceding the date that the Board, a committee of the Board, or the officer or officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare such Restatement, or, if earlier, the date on which a court, regulator or other legally authorized body directs the Company to prepare such Restatement. The “Three-Year Period” also includes any transition period (that results from a change in the Company’s fiscal year) within or immediately following the three completed fiscal years identified in the preceding sentence. However, a transition period between the last day of the Company’s previous fiscal year end and the first day of its new fiscal year that comprises a period of nine to 12 months shall be deemed a completed fiscal year.
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| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 2/20/24 | 8-K | ||
| For Period end: | 12/31/23 | |||
| 10/2/23 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/20/24 Amplitude, Inc. S-8 2/20/24 4:105K Donnelley … Solutions/FA |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/08/23 Amplitude, Inc. 10-Q 6/30/23 73:10M Donnelley … Solutions/FA 2/17/22 Amplitude, Inc. 10-K 12/31/21 80:13M Donnelley … Solutions/FA 9/21/21 Amplitude, Inc. S-8 9/21/21 4:718K Donnelley … Solutions/FA 9/21/21 Amplitude, Inc. 8-K:2,5,7,9 9/21/21 4:526K Donnelley … Solutions/FA 8/30/21 Amplitude, Inc. S-1 19:18M Donnelley … Solutions/FA |