|
||||||||||||||||||||||||||
| SEC Info℠ | | | Home | | | Search | | | My Interests | | | Help | | | Sign In | | | Please Sign In | |||||||
|
||||||||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/15/24 Markforged Holding Corp. 10-K 12/31/23 114:14M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 2.89M
2: EX-21.1 Subsidiaries List HTML 31K
3: EX-23.1 Consent of Expert or Counsel HTML 30K
8: EX-97 Clawback Policy re: Recovery of Erroneously HTML 51K
Awarded Compensation
4: EX-31.1 Certification -- §302 - SOA'02 HTML 36K
5: EX-31.2 Certification -- §302 - SOA'02 HTML 37K
6: EX-32.1 Certification -- §906 - SOA'02 HTML 33K
7: EX-32.2 Certification -- §906 - SOA'02 HTML 33K
10: R1 Cover Page HTML 108K
11: R2 Consolidated Balance Sheets HTML 141K
12: R3 Consolidated Balance Sheets (Parenthetical) HTML 44K
13: R4 Consolidated Statements of Operations HTML 120K
14: R5 Consolidated Statements of Comprehensive (Loss) HTML 54K
15: R6 Consolidated Statement of Changes in Convertible HTML 94K
Preferred Stock and Stockholders' Equity (Deficit)
16: R7 Consolidated Statements of Cash Flows HTML 154K
17: R8 Pay vs Performance Disclosure HTML 43K
18: R9 Insider Trading Arrangements HTML 37K
19: R10 Organization, Nature of the Business, and Risks HTML 44K
and Uncertainties
20: R11 Summary of Significant Accounting Policies HTML 367K
21: R12 Acquisitions HTML 107K
22: R13 Revenue HTML 59K
23: R14 Property and Equipment, net HTML 60K
24: R15 Inventory HTML 48K
25: R16 Goodwill and Intangible Assets HTML 109K
26: R17 Accrued Expenses HTML 58K
27: R18 Common Stock and Stockholders' Equity HTML 55K
28: R19 Equity Based Awards HTML 118K
29: R20 Earnout HTML 67K
30: R21 Stock Warrants HTML 46K
31: R22 Income Taxes HTML 183K
32: R23 Leases HTML 61K
33: R24 Commitments and Contingencies HTML 37K
34: R25 Net (Loss) Profit Per Share HTML 78K
35: R26 Segment Information HTML 53K
36: R27 Summary of Significant Accounting Policies HTML 443K
(Policies)
37: R28 Summary of Significant Accounting Policies HTML 295K
(Tables)
38: R29 Acquisitions (Tables) HTML 104K
39: R30 Revenue (Tables) HTML 46K
40: R31 Property and Equipment, net (Tables) HTML 56K
41: R32 Inventory (Tables) HTML 46K
42: R33 Goodwill and Intangible Assets (Tables) HTML 112K
43: R34 Accrued Expenses (Tables) HTML 58K
44: R35 Common Stock and Stockholders' Equity (Tables) HTML 49K
45: R36 Equity Based Awards (Tables) HTML 110K
46: R37 Earnout (Tables) HTML 59K
47: R38 Other lease information (Tables) HTML 40K
48: R39 Stock Warrants (Tables) HTML 160K
49: R40 Income Taxes (Tables) HTML 183K
50: R41 Leases (Tables) HTML 63K
51: R42 Commitments and Contingencies (Tables) HTML 47K
52: R43 Net (Loss) Profit Per Share (Tables) HTML 78K
53: R44 Segment Information (Tables) HTML 45K
54: R45 Organization, Nature of the Business, and Risks HTML 59K
and Uncertainties - Additional Information
(Detail)
55: R46 Merger and Reverse Recapitalization - Additional HTML 41K
Information (Detail)
56: R47 Merger and Reverse Recapitalization - Schedule of HTML 37K
Common Stock Issued Following Consummation of
Merger (Details)
57: R48 Merger and Reverse Recapitalization - Schedule of HTML 35K
Common Stock Issued Following Consummation of
Merger (Parenthetical) (Details)
58: R49 Summary of Significant Accounting Policies - HTML 67K
Summary of Cash Equivalents and Short-term
Investments (Details)
59: R50 Summary of Significant Accounting Policies - HTML 39K
Summary of Allowance for Doubtful Accounts
(Detail)
60: R51 Summary of Significant Accounting Policies - HTML 96K
Summary of Fair Value Hierarchy of the Valuation
(Detail)
61: R52 Summary of Significant Accounting Policies - HTML 57K
Summary of Changes in Fair Value of the Derivative
Warrant Liabilities (Detail)
62: R53 Summary of Significant Accounting Policies - HTML 82K
Additional Information (Detail)
63: R54 Summary of Significant Accounting Policies - HTML 45K
Schedule of Estimated Future Life of Property
(Details)
64: R55 Summary of Significant Accounting Policies - HTML 38K
Summary of Balance of The Company's Warranty
Reserve (Detail)
65: R56 Acquisitions - Summary of Acquisitions Data Fair HTML 46K
Value of Cosideration Transferred (Details)
66: R57 Acquisitions - Summary of Fair Values of Assets HTML 88K
Acquired and Liabilities Assumed (Details)
67: R58 Acquisitions - Schedule of Finite-Lived Intangible HTML 42K
Assets (Details)
68: R59 Acquisitions - Schedule of Unaudited Pro Forma HTML 36K
Financial Information (Details)
69: R60 Acquisitions - Additional Information (Details) HTML 97K
70: R61 Revenue - Additional Information (Detail) HTML 43K
71: R62 Revenue - Summary of Company's Revenue Based on HTML 45K
Nature of Products and Services (Detail)
72: R63 Property and Equipment, net - Summary of Property HTML 53K
and Equipment (Detail)
73: R64 Property and Equipment, net - Additional HTML 35K
Information (Detail)
74: R65 Inventory - Summary of Inventory (Detail) HTML 39K
75: R66 Inventory - Additional Information (Detail) HTML 37K
76: R67 Goodwill and Intangible Assets - Summary of HTML 73K
Goodwill and Intangible Asset (Details)
77: R68 Goodwill and Intangible Assets - Summary of HTML 41K
Amortization Expense to the Cost of Revenue and
Operating Expense (Details)
78: R69 Goodwill and Intangible Assets - Summary of HTML 47K
amortization expense for amortizable assets
(Details)
79: R70 Accrued Expenses - Summary of Accrued Expenses HTML 52K
(Detail)
80: R71 Common Stock and Stockholders' Equity - Summary of HTML 45K
Common Stock Reserved for Future Issuance (Detail)
81: R72 Equity Based Awards - Additional Information HTML 82K
(Detail)
82: R73 Equity Based Awards - Summary of Stock Option HTML 70K
Activity (Detail)
83: R74 Equity Based Awards - Summary of Additional HTML 35K
Information Regarding Exercise of Stock Options
(Detail)
84: R75 Equity Based Awards - Schedule of Share-based HTML 43K
Payment Award, Stock Options, Valuation
Assumptions (Detail)
85: R76 Equity Based Awards - Summary of Restricted Stock HTML 61K
Units Activity (Detail)
86: R77 Equity Based Awards - Summary of Stock-based HTML 41K
Compensation based on Awards Granted (Details)
87: R78 Equity Based Awards - Summary of Recognized HTML 43K
Stock-based Compensation Expense (Detail)
88: R79 Earnout - Additional Information (Details) HTML 65K
89: R80 Earnout - Summary of the number of Earnout Shares HTML 48K
allocated to each unit of account (Details)
90: R81 Earnout - Assumptions used in the valuation HTML 42K
(Details)
91: R82 Stock Warrants - Additional Information (Detail) HTML 44K
92: R83 Stock Warrants - Summary of Black- Scholes model HTML 43K
using the following inputs (Detail)
93: R84 Stock Warrants - Schedule of Private Placement HTML 49K
Warrants Valued Under Binomial Lattice Model
(Details)
94: R85 Leases - Additional Information (Details) HTML 35K
95: R86 Leases - Future minimum lease payments (Details) HTML 52K
96: R87 Leases - Future minimum lease payments 1 (Details) HTML 48K
97: R88 Leases - Supplemental cash flow information HTML 33K
(Details)
98: R89 Leases - Other lease information - (Details) HTML 36K
99: R90 Income Taxes - Schedule of Components of Company's HTML 41K
Income (Loss) Before Income Taxes (Details)
100: R91 Income Taxes - Schedule of Components of the HTML 59K
Income Tax Provision (Details)
101: R92 Income Taxes - Schedule of Overall Effective HTML 63K
Income Tax Rate (Details)
102: R93 Income Taxes - Schedule of Components of the HTML 73K
Company's Net Deferred Tax Assets (Details)
103: R94 Income Taxes - Additional Information (Details) HTML 63K
104: R95 Income Taxes - Schedule of Deferred Income Tax HTML 36K
Asset Valuation Allowance (Details)
105: R96 Commitments and Contingencies - Additional HTML 32K
Information (Detail)
106: R97 Net (Loss) Profit Per Share - Summary of Earnings HTML 77K
Per Share, Basic and Diluted (Detail)
107: R98 Net (Loss) Profit Per Share- Summary of Dilutive HTML 44K
Securities are Excluded from the Denominator
(Detail)
108: R99 Segment Information - Summary of Disaggregated HTML 46K
Revenue Data for those Markets (Detail)
109: R100 Segment Information - Additional Information HTML 48K
(Detail)
111: XML IDEA XML File -- Filing Summary XML 218K
114: XML XBRL Instance -- mkfg-20231231_htm XML 3.29M
110: EXCEL IDEA Workbook of Financial Report Info XLSX 207K
9: EX-101.SCH XBRL Taxonomy Extension Schema With Embedded XSD 5.37M
Linkbases Document -- mkfg-20231231
112: JSON XBRL Instance as JSON Data -- MetaLinks 742± 1.17M
113: ZIP XBRL Zipped Folder -- 0000950170-24-032200-xbrl Zip 551K
| EX-97 |
Exhibit 97
MARKFORGED HOLDING CORPORATION
COMPENSATION RECOVERY POLICY
Adopted as of May 10, 2023
Markforged Holding Corporation, a Delaware corporation (the “Company”), has adopted a Compensation Recovery Policy (this “Policy”) as described below.
1. Overview
The Policy sets forth the circumstances and procedures under which the Company shall recover Erroneously Awarded Compensation from current and former Executive Officers and other employees of the Company in accordance with rules issued by the United States Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934 (the “Exchange Act”) and the New York Stock Exchange. Please refer to Section 3 below for definitions of capitalized terms used and not otherwise defined herein.
2. Compensation Recovery Requirement
In the event the Company is required to prepare a Material Financial Restatement, the Company shall reasonably promptly recover all Erroneously Awarded Compensation with respect to such Material Financial Restatement, and each Covered Person shall be required to take all actions necessary to enable such recovery.
3. Definitions
2
4. Exception to Compensation Recovery Requirement
The Company may elect not to recover Erroneously Awarded Compensation pursuant to this Policy if the Committee determines that recovery would be impracticable, and one or more of the following conditions, together with any further requirements set forth in the Applicable Rules, are met: (i) the direct expense paid to a third party to assist in enforcing this Policy would exceed the amount to be recovered, and the Company has made a reasonable attempt to recover such Erroneously Awarded Compensation; or (ii) recovery would likely cause an otherwise tax-qualified retirement plan to fail to be so qualified under applicable regulations.
5. Recovery from Participating Employees. In addition to (and without limiting) the provisions of paragraph 2 above, in the event the Company is required to prepare a Material Financial Restatement after the adoption of this Policy, the Company will use reasonable efforts to recover from any current or former employee of the Company who is not a Covered Person but who is described in the proviso below and who received Incentive-Based Compensation from the Company during the three completed fiscal years immediately preceding the date on which the Board has determined that the Company is required to prepare a Material Financial Restatement (each a “Participating Employee”), the amount that exceeds what would have been paid to the Participating Employee under the Material Financial Restatement; provided that, this paragraph 5 will apply only to the extent the Board (or a duly established committee thereof), in its sole discretion, determines that the Participating Employee committed any act or omission that materially contributed to the circumstances requiring the restatement and which involved any of the following: (i) misconduct, wrongdoing or a violation of any of the Company’s rules or of any applicable legal or regulatory requirements in the course of the Participating Employee’s employment by, or otherwise in connection with, the Company; or (ii) a breach of a fiduciary duty to the Company or its stockholders by the Participating Employee.
6. Recovery Where Intentional Misconduct. In addition to (and without limiting) the provisions of paragraph 2 and 5 above, in the event that the Board (or a duly established committee
3
thereof), in its sole discretion, determines that a Covered Person’s or a Participating Employee’s act or omission that contributed to the circumstances requiring the Material Financial Restatement involved any of the following: (i) willful, knowing or intentional misconduct or a willful, knowing or intentional violation of any of the Company’s rules or any applicable legal or regulatory requirements in the course of the Covered Person’s or the Participating Employee’s employment by, or otherwise in connection with, the Company or (ii) fraud in the course of the Covered Person’s or the Participating Employee’s employment by, or otherwise in connection with, the Company, then in each such case, the Company will use reasonable efforts to recover from such Covered Person or Participating Employee, up to 100% (as determined by the Board or a duly established committee thereof in its sole discretion as appropriate based on the conduct involved) of the Incentive-Based Compensation received by such Covered Person or Participating Employee from the Company during the three fiscal years preceding the date on which the Company determined that it is required to prepare a Material Financial Restatement, and not just the excess of what would have been paid to the Covered Person or the Participating Employee under the Material Financial Restatement.
7. Tax Considerations
To the extent that, pursuant to this Policy, the Company is entitled to recover any Erroneously Awarded Compensation that is received by a Covered Person, the gross amount received (i.e., the amount the Covered Person received, or was entitled to receive, before any deductions for tax withholding or other payments) shall be returned by the Covered Person.
8. Method of Compensation Recovery
The Committee shall determine, in its sole discretion, the method for recovering Erroneously Awarded Compensation hereunder, which may include, without limitation, any one or more of the following:
Notwithstanding the foregoing, a Covered Person will be deemed to have satisfied such person’s obligation to return Erroneously Awarded Compensation to the Company if such Erroneously Awarded Compensation is returned in the exact same form in which it was received; provided that equity withheld to satisfy tax obligations will be deemed to have been received in cash in an amount equal to the tax withholding payment made.
4
9. Policy Interpretation
This Policy shall be interpreted in a manner that is consistent with the Applicable Rules and any other applicable law and shall otherwise be interpreted (including in the determination of amounts recoverable) in the business judgment of the Committee. The Committee shall take into consideration any applicable interpretations and guidance of the SEC in interpreting this Policy, including, for example, in determining whether a financial restatement qualifies as a Material Financial Restatement hereunder. To the extent the Applicable Rules require recovery of Incentive-Based Compensation in additional circumstances besides those specified above, nothing in this Policy shall be deemed to limit or restrict the right or obligation of the Company to recover Incentive-Based Compensation to the fullest extent required by the Applicable Rules. This Policy shall be deemed to be automatically amended, as of the date the Applicable Rules become effective with respect to the Company, to the extent required for this Policy to comply with the Applicable Rules.
10. Policy Administration
This Policy shall be administered by the Committee. The Committee shall have such powers and authorities related to the administration of this Policy as are consistent with the governing documents of the Company and applicable law. The Committee shall have full power and authority to take, or direct the taking of, all actions and to make all determinations required or provided for under this Policy and shall have full power and authority to take, or direct the taking of, all such other actions and make all such other determinations not inconsistent with the specific terms and provisions of this Policy that the Committee deems to be necessary or appropriate to the administration of this Policy. The interpretation and construction by the Committee of any provision of this Policy and all determinations made by the Committee under this policy shall be final, binding and conclusive.
11. Compensation Recovery Repayments not Subject to Indemnification
Notwithstanding anything to the contrary set forth in any agreement with, or the organizational documents of, the Company or any of its subsidiaries, Covered Persons are not entitled to indemnification for Erroneously Awarded Compensation recovered under this Policy and, to the extent any such agreement or organizational document purports to provide otherwise, Covered Persons hereby irrevocably agree to forego such indemnification.
5
Exhibit 97
Schedule A
Designated Persons
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/15/24 | |||
| For Period end: | 12/31/23 | |||
| 12/1/23 | ||||
| 5/10/23 | 8-K | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/11/23 Markforged Holding Corp. 10-Q 3/31/23 101:15M Donnelley … Solutions/FA 3/31/22 Markforged Holding Corp. 10-K 12/31/21 101:13M Donnelley … Solutions/FA 12/22/21 Markforged Holding Corp. 8-K:1,2,8,912/17/21 15:6.5M Donnelley … Solutions/FA 12/13/21 Markforged Holding Corp. 8-K:1,2,9 12/09/21 12:451K Donnelley … Solutions/FA 11/15/21 Markforged Holding Corp. 10-Q 9/30/21 98:14M Donnelley … Solutions/FA 7/20/21 Markforged Holding Corp. 8-K:5 7/14/21 13:1.3M Toppan Merrill/FA 7/20/21 Markforged Holding Corp. 8-K:1,2,3,4 7/14/21 13:1.3M Toppan Merrill/FA 6/04/21 Markforged Holding Corp. S-4/A 105:17M Toppan Merrill/FA 8/17/20 Markforged Holding Corp. S-1/A 12:3.4M Toppan Merrill/FA |