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Sarcos Technology Robotics Corp

For the period ended Dec 31, 2023. Filed Feb 28, 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 Feb 28, 2024

PDYN$3.57+0.8%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, Financial Statement Schedules

a)

(1) Financial Statements

See Index to consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K.

(2) Financial Statement Schedule

All financial statement schedules have been omitted because they are either not applicable or the required information is shown in the consolidated financial statements or notes thereto.

(3) Exhibits

See the Exhibit Index which precedes the signature page of this Annual Report on Form 10-K.

b)

Exhibits

See Item 15(a)(3) above.

c)

Financial Statement Schedules

See Item 15(a)(2) above.

In reviewing the agreements included as exhibits to this Annual Report on Form 10-K, please remember that they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about the Company or the other parties to the agreement. The agreements may contain representations and warranties that the parties made to each other as of specific dates. The assertions embodied in those representations and warranties were made solely for purposes of the applicable agreement and may be subject to important qualifications and limitations agreed to by the parties in connection with negotiating the terms of such agreement. In addition, such representations and warranties: (i) may not be accurate or complete as of any specified date; (ii) are modified and qualified in important part by the underlying disclosure schedules; (iii) may be subject to a contractual standard of materiality different from those generally applicable to investors; or (iv) may have been used for the purpose of allocating risk among the parties to the applicable agreement, rather than establishing matters as facts. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the applicable agreement, which subsequent information may or may not be fully reflected in Company’s public disclosures. For the foregoing reasons, the representations and warranties should not be relied upon as statements of factual information.

ExhibitNumberDescription
2.1†Agreement and Plan of Merger, dated as of April 5, 2021, by and among the Company, Rotor Merger Sub Corp. and Old Sarcos (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on April 6, 2021).
2.2Amendment No. 1 to Merger Agreement, dated as of August 28, 2021, by and among the Company, Rotor Merger Sub Corp. and Old Sarcos (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on August 30, 2021).
2.3†Merger Agreement, dated March 27, 2022, by and among the Company, Spiral Merger Sub I, Inc., Spiral Merger Sub II, LLC, RE2, Inc. and Draper Triangle Ventures III, LP, solely in its capacity as the agent for and on behalf of the shareholders of RE2 (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on March 29, 2022).
3.1Second Amended and Restated Certificate of Incorporation of Sarcos Technology and Robotics Corporation (incorporated by reference to the Company’s Current Report on Form 8-K filed on September 30, 2021).
3.2Amended and Restated Bylaws of Sarcos Technology and Robotics Corporation (incorporated by reference to the Company’s Current Report on Form 8-K filed on November 8, 2022).
3.3Certificate of Amendment of Amended and Restated Certificate of Incorporation of Sarcos Technology and Robotics Corporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 20, 2023).
4.1Warrant Agreement between Continental Transfer & Trust Company and the Registrant (incorporated by reference to the Company’s Form S-1/A filed with the SEC on December 30, 2020).
4.2Specimen Warrant Certificate (incorporated by reference to the Company’s Form S-1/A filed with the SEC on December 30, 2020).
4.3Specimen Stock Certificate (incorporated by reference to the Company’s Current Report on Form 8-K filed on September 30, 2021).
4.4*Description of Company’s Securities.
10.1Letter Agreement between Rotor, Rotor Sponsor LLC, and Riverview LLC (incorporated by reference to the Company’s Form 8-K filed January 20, 2021).
10.2Form of Letter Agreement between the Company, Rotor Sponsor LLC and Black Rock Funds (incorporated by reference to the Company’s Form 8-K filed on January 20, 2021).
10.3Form of Subscription Agreement (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on April 6, 2021).
10.4Form of Waiver Agreement (incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on April 6, 2021).
10.5Form of Registration Rights Agreement, by and among the Company, Rotor Sponsor LLC, and certain stockholders of Sarcos (incorporated by reference to the Company’s Current Report on Form 8-K filed on April 6, 2021).
10.6+Sarcos Technology and Robotics Corporation 2021 Equity Incentive Plan, forms of agreement (incorporated by reference to the Company’s Current Report on Form 8-K filed on September 30, 2021).
10.7+Sarcos Technology and Robotics Corporation 2021 Employee Stock Purchase Plan (incorporated by reference to the Company’s Current Report on Form 8-K filed on September 30, 2021).
10.8+Sarcos Technology and Robotics Corporation Outside Director Compensation Policy (incorporated by reference to the Company’s registration statement on Form S-1 filed with the SEC on October 15, 2021).
10.9+Employment Agreement, dated January 17, 2024, among Benjamin G. Wolff, Sarcos Corp., and the Company (incorporated by reference to the Company’s Current Report on Form 8-K filed on January 19, 2024).
10.10+Employment Agreement, dated October 9, 2022, among Andrew Hamer, Sarcos Corp., and the Company (incorporated by reference to the Company’s Current Report on Form 8-K filed on October 11, 2022).
10.11+Employment Agreement, dated June 12, 2023, among Denis Garagic, Sarcos Corp., and the Company (incorporated by reference to the Company’s Current Report on Form 8-K filed on June 16, 2023).
10.12+*Employment Agreement, dated January 11, 2024, among Matthew L. Vogt, Sarcos Corp., and the Company.
10.13+*Employment Agreement, dated January 30, 2023, among Stephen Sonne, Sarcos Corp., and the Company.
10.14Separation Agreement, dated June 7, 2023, among Kiva Allgood, Sarcos Corp., and the Company (incorporated by reference to the Company’s Current Report on Form 8-K filed on June 16, 2023).
10.15Separation Agreement, dated August 23, 2023, among Jorgen Pedersen, Sarcos Corp., and the Company (incorporated by reference to the Company’s Current Report on Form 8-K filed on September 1, 2023).
10.16Separation Agreement, dated September 25, 2023, among Kristi Martindale, Sarcos Corp., and the Company (incorporated by reference to the Company’s Current Report on Form 8-K filed on October 4, 2023).
10.17+Form of Indemnification Agreement (incorporated by reference to the Company’s Current Report on Form 8-K filed on September 30, 2021).
10.18+Sarcos 2015 Equity Incentive Plan (incorporated by reference to the Company’s Current Report on Form 8-K filed on September 30, 2021).
10.19*Form of Restricted Stock Agreement under the 2021 Equity Incentive Plan
21*List of Subsidiaries.
23*Consent of Independent Registered Public Accounting Firm
24*Power of Attorney (included on the signature page)
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 Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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.
97*Compensation Recovery Policy
101.INSInline 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.SCHInline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents
104Cover Page Interactive Data File (embedded within the Inline XBRL document)
  • Filed herewith.

** Furnished herewith

  • Indicates management contract or compensatory plan.

† Schedules and exhibits to this Exhibit omitted pursuant to Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.

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