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Midas Edge

MITEK SYSTEMS INC

For the period ended Sep 30, 2023. Filed Mar 19, 2024.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2023 · Filed Mar 19, 2024

MITK$18.53+0.2%Stored close · as of Nov 10, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Contents

Item 15. Exhibits and Financial Statement Schedules

(a)(1) Financial Statements

The Financial Statements of Mitek Systems, Inc. and Reports of Independent Registered Public Accounting Firm are included in a separate section of this Form 10-K beginning on page F-1.

(a)(2) Financial Statement Schedules

These schedules have been omitted because the required information is included in the financial statements or notes thereto or because they are not applicable or not required.

(a)(3) Exhibits

Exhibit No.DescriptionIncorporated byReference fromDocument
2.1**Share Purchase Agreement, dated May 26, 2015, by and among Mitek Systems, Inc., ID Checker NL B.V., ID Checker Holding B.V., Stichting Administratiekantoor OPID, Pierre L.M. deBoer, and Michael Hagen.(1)
2.2**Share Purchase Agreement, dated October 16, 2017, by and among Mitek Systems, Inc., Mitek Holding B.V., and the shareholders of ICAR Vision Systems, S.L.(2)
2.3**Share Purchase Agreement, dated May 23, 2018, by and among Mitek Systems, Inc., the shareholders of A2iA Group II, S.A.S. and Andera Partners, S.C.A., as representative of the Sellers.(3)
2.4**+Agreement and Plan of Merger, dated as of May 28, 2021, by and among Mitek Systems, Inc., Ibis Merger Sub, Inc., ID R&D, Inc. and Alexey Khitrov, solely in his capacity as representative of the equityholders of ID R&D, Inc.(4)
2.5**Purchase Agreement, dated March 23, 2022, by and among the persons whose names and addresses are set out in Schedule I and Mitek Systems, Inc.(5)
3.1Restated Certificate of Incorporation of Mitek Systems, Inc., as amended.(6)
3.2Certificate of Amendment of Restated Certificate of Incorporation of Mitek Systems, Inc.(7)
3.3Third Amended and Restated Bylaws of Mitek Systems, Inc.*
3.4Certificate of Designation of Series B Junior Participating Preferred Stock.(8)
4.1Description of Equity Securities Registered under Section 12 of the Exchange Act.(9)
10.1Mitek Systems, Inc. 2002 Stock Option Plan and the forms of agreement related thereto.(10)
10.2Mitek Systems, Inc. 2006 Stock Option Plan and the forms of agreement related thereto.(11)
10.3Mitek Systems, Inc. 2010 Stock Option Plan and the forms of agreement related thereto.(12)
10.4Amended and Restated Mitek Systems, Inc. 2012 Incentive Plan and the forms of agreement related thereto.(13)
10.5Mitek Systems, Inc. Amended and Restated 2020 Incentive Plan and the forms of agreement related thereto.(14)
10.6Mitek Systems, Inc. Director Restricted Stock Unit Plan, as amended, and the forms of agreement related thereto.(13)
10.7Mitek Systems, Inc. 401(k) Savings Plan.(15)
10.8#Executive Employment Agreement, dated November 6, 2018, between Mitek Systems, Inc. and Scipio “Max” Carnecchia.(16)
10.10#Offer Letter, dated June 6, 2012, by and between Mitek Systems, Inc. and Michael Diamond.(15)
10.13#Executive Severance and Change of Control Plan, dated August 10, 2017, by and between Mitek Systems, Inc. and Michael Diamond.(18)
10.14#Stock Option Agreement, dated as of November 6, 2018, between Scipio “Max” Carnecchia and Mitek Systems, Inc.(16)
10.15#Conditional Stock Option Agreement, dated November 6, 2018, by and between Scipio “Max” Carnecchia and Mitek Systems, Inc.(16)
10.16#Performance Stock Option Agreement, dated as of November 6, 2018, between Scipio “Max” Carnecchia and Mitek Systems, Inc.(16)
10.17#Restricted Stock Unit Award Agreement, dated as of November 6, 2018, between Scipio “Max” Carnecchia and Mitek Systems, Inc.(16)
10.18#Conditional Restricted Stock Unit Award Agreement, dated November 6, 2018, between Scipio “Max” Carnecchia and Mitek Systems, Inc.(16)
10.19#Form of Executive Severance and Change of Control Plan.(18)
10.2#Form of Indemnification Agreement.(6)
10.21#Mitek Systems, Inc. Executive Bonus Program Fiscal Year 2020.(20)
10.22#Mitek Systems, Inc. Cash Incentive Program Fiscal 2021.(17)
10.23#Mitek Systems, Inc. Annual Incentive Program Fiscal 2022.(19)
10.24#Mitek Systems, Inc. Annual Incentive Program Fiscal 2023.(26)
10.25#Mitek Systems, Inc. Annual Incentive Program Fiscal 2024.*
10.26#Mitek Systems, Inc. Employee Stock Purchase Plan(21)
10.27Sublease, dated August 12, 2016, by and between Bridgepoint Education, Inc. and Mitek Systems, Inc.(22)
10.28Lease, dated October 5, 2017, by and between 600 B Street San Diego Owner, LLC and Mitek Systems, Inc.(23)
10.29Indenture, dated as of February 5, 2021, between Mitek Systems, Inc. and UMB Bank, National Association.(24)
10.30Offer Letter, dated December 1, 2023, by and between Mitek Systems, Inc. and David Lyle.*
10.31Loan and Security Agreement, dated February 13, 2024, by and among Silicon Valley Bank, Mitek Systems, Inc. A2IA Corp and ID R&D, Inc.(25)
21.1List of Subsidiaries*
23.1Consent of BDO USA, P.C.*
23.2Consent of Mayer Hoffman McCann P.C.*
24.1Power of Attorney (included on the signature page).*
31.1Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.*
31.2Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.*
32.1Certification Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
97*Mitek Systems, Inc. Clawback Policy*
101.INSXBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.*
101.SCHXBRL Taxonomy Extension Schema Document.*
101.CALXBRL Taxonomy Extension Calculation Linkbase Document.*
101.DEFXBRL Taxonomy Extension Definition Linkbase Document.*
101.LABXBRL Taxonomy Extension Label Linkbase Document.*
101.PREXBRL Taxonomy Extension Presentation Linkbase Document.*
*Filed herewith.
**Non-material schedules and exhibits to this agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules and exhibits upon request by the SEC.
+Non-material schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules and exhibits upon request by the SEC.
#Management contract, compensatory plan arrangement.
(1)Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on June 17, 2015.
(2)Incorporated by reference to the Company’s Current Report on Form 8-K/A filed with the SEC on October 20, 2017.
(3)Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on May 23, 2018.
(4)Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on June 1, 2021.
(5)Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on March 23, 2022.
(6)Incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2014 filed with the SEC on December 5, 2014.
(7)Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on March 8, 2022.
(8)Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on October 23, 2018.
(9)Incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2020 filed with the SEC on December 7, 2020.
(10)Incorporated by reference to the exhibits to the Company’s Registration Statement on Form S-8 filed with the SEC on July 7, 2003.
(11)Incorporated by reference to the exhibits to the Company’s Registration Statement on Form S-8 filed with the SEC on May 3, 2006.
(12)Incorporated by reference to the exhibits to the Company’s Registration Statement on Form S-8 filed with the SEC on March 14, 2011.
(13)Incorporated by reference to the exhibits to the Company’s Registration Statement on Form S-8 filed with the SEC on August 16, 2017.
(14)Incorporated by reference to the exhibits to the Company’s Current Report on Form 8-K filed with the SEC on October 3, 2023.
(15)Incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2013 filed with the SEC on December 12, 2013.
(16)Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on November 7, 2018.
(17)Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on January 25, 2021.
(18)Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on August 11, 2017.
(19)Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on November 21, 2016.
(20)Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on March 15, 2023
(21)Incorporated by reference to the Company’s Registration Statement on Form S-8 filed with the SEC on March 22, 2018.
(22)Incorporated by reference to the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2016 filed with the SEC on December 9, 2016.
(23)Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on October 10, 2017.
(24)Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on February 5, 2021.
(25)Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on February 14, 2024.
(26)Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on March 15, 2023.
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