SmartRent Inc
For the period ended Dec 31, 2023. Filed Mar 5, 2024.
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FY2023 · Filed Mar 5, 2024
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Item 15. Exhibits and Financial Statement Schedules
(a)(1) Financial Statements
See Index to Financial Statements in Item 8 of this Report.
(a)(2) Financial Statement Schedule
All financial statement schedules have been omitted as the information is not required under the related instructions or is not applicable or because the information required is already included in the financial statements or the notes to those financial statements.
(a)(3) Exhibits
The documents set forth below are filed herewith or incorporated herein by reference to the location indicated.
| Incorporated by Reference | ||||
|---|---|---|---|---|
| Exhibit | Exhibit Description | Form | Exhibit | Filing Date |
| 2.1** | Merger Agreement, dated as of April 21, 2021, by and among SmartRent Inc., Fifth Wall Acquisition Corp. I, and SmartRent.com, Inc. | 8-K | 2.1 | April 22, 2021 |
| 2.2 | Amendment No. 1 to Merger Agreement, dated as of July 23, 2021, by and among SmartRent, Inc., Fifth Wall Acquisition Corp. I and SmartRent.com, Inc. | 8-K | 2.1 | July 26, 2021 |
| 3.1 | Third Amended and Restated Certificate of Incorporation. | 8-K | 3.1 | August 30, 2021 |
| 3.2 | Amended and Restated Bylaws. | 8-K | 3.2 | August 30, 2021 |
| 4.1 | Specimen Class A Common Stock Certificate. | 8-K | 4.1 | August 30, 2021 |
| 4.2 | Description of the Registrant’s Securities. | 10-K | 4.2 | March 25, 2022 |
| 10.1 | Amended and Restated Registration Rights Agreement, dated as of August 24, 2021, by and among SmartRent Inc., the Sponsor and certain equity holders of SmartRent.com, Inc. named therein. | 8-K | 10.1 | August 30, 2021 |
| 10.2† | SmartRent, Inc. 2021 Equity Incentive Plan. | S-4/A | 10.13 | July 26, 2021 |
| 10.3† | SmartRent, Inc. 2021 Employee Stock Purchase Plan. | S-4/A | 10.14 | July 26, 2021 |
| 10.4† | Restricted Stock Units Agreement under the SmartRent, Inc. 2021 Equity Incentive Plan. | 8-K | 10.11 | August 30, 2021 |
| 10.5† | Stock Option Agreement under the SmartRent, Inc. 2021 Equity Incentive Plan. | 8-K | 10.12 | August 30, 2021 |
| 10.6** | Credit Agreement, dated as of December 10, 2021, by and among (i) SmartRent, Inc., (ii) the several banks and other financial institutions or entities party thereto, and (iii) Silicon Valley Bank, as the issuing lender, swingline lender, administrative agent, collateral agent for the lenders, and the lead arranger. | 8-K | 10.1 | December 13, 2021 |
| 10.7 | Sponsor Agreement, dated April 21, 2021, by and among SmartRent, Inc., its former officers and directors, SmartRent.com, Inc. and the Sponsor. | 8-K | 10.2 | April 22, 2021 |
| 10.8 | Form of Indemnification Agreement between SmartRent, Inc. and each of the officers and directors of SmartRent, Inc.. | S-4/A | 10.24 | July 26, 2021 |
| 10.9† | SmartRent.com, Inc. Amended and Restated 2018 Stock Plan. | S-4/A | 10.12 | July 26, 2021 |
| 10.10† | Stock Option Agreement under the SmartRent.com, Inc. Amended and Restated 2018 Stock Plan. | 8-K | 10.13 | August 30, 2021 |
| 10.11† | Restricted Stock Units Award Agreement under the SmartRent.com, Inc. Amended and Restated 2018 Stock Plan. | 8-K | 10.14 | August 30, 2021 |
| 10.12† | Employment Agreement, dated as of March 16, 2021, by and between SmartRent.com, Inc. and Lucas Haldeman. | S-4/A | 10.16 | July 26, 2021 |
| 10.13† | First Amendment to Employment Agreement, dated as of January 1, 2024, by and between SmartRent.com, Inc. and Lucas Haldeman (filed herewith). | |||
| 10.14† | Employment Agreement, dated as of March 16, 2021, by and between SmartRent.com, Inc. and Isaiah DeRose-Wilson. | S-4/A | 10.21 | July 26, 2021 |
| 10.15† | First Amendment to Employment Agreement, dated as of January 1, 2024, by and between SmartRent.com, Inc. and Isaiah DeRose-Wilson (filed herewith). | |||
| 10.16† | Employment Agreement, dated as of April 28, 2022, by and between SmartRent, Inc. and Hiroshi Okamoto. | 10-K | 10.15 | March 8, 2023 |
| 10.17† | Separation Agreement, dated as of November 15, 2023, by and between SmartRent, Inc. and Hiroshi Okamato (filed herewith). | |||
| 10.18† | Employment Agreement, dated as of April 27, 2022, by and between SmartRent and Robyn Young. | 10-K | 10.16 | March 8, 2023 |
| 10.19† | First Amendment to Employment Agreement, dated as of January 1, 2024, by and between SmartRent, Inc. and Robyn Young (filed herewith). | |||
| 10.20† | Employment Agreement, dated as of November 15, 2023, by and between SmartRent and Daryl Stemm (filed herewith). | |||
| 10.21† | Employment Agreement, dated as of March 30, 2023, by and between SmartRent and Kristen Lee (filed herewith). | |||
| 10.22† | First Amendment to Employment Agreement, dated as of January 1, 2024, by and between SmartRent, Inc. and Kristen Lee (filed herewith). | |||
| 10.23† | SmartRent, Inc. Executive Incentive Compensation Plan. | 8-K | 10.1 | January 25, 2024 |
| 10.24 | Warrant to Purchase Common Stock, dated as of April 24, 2020 by and between SmartRent.com, Inc. and RET Ventures SPV I, L.P. | 10-K | 10.21 | March 25, 2022 |
| 10.25 | Warrant to Purchase Common Stock, dated as of February 4, 2021, by and between SmartRent.com, Inc. and LEN FW Investor, LLC. | 10-K | 10.22 | March 25, 2022 |
| 10.26 | Product Sales Agreement dated August 3, 2023, by and between SmartRent Technologies, Inc. and Ademco Inc., doing business as ADI Global Distribution. | 8-K | 10.1 | August 8, 2023 |
| 19.1 | Insider Trading Policy of SmartRent, Inc., as amended and restated effective January 24, 2023 (filed herewith). | |||
| 21.1 | Subsidiaries of SmartRent Inc. (filed herewith). | |||
| 23.1 | Consent of Deloitte & Touche LLP (filed herewith). | |||
| 24.1 | Power of Attorney (included on the signature pages herein). | |||
| 31.1 | Certification of Principal Executive Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith). |
| 31.2 | Certification of Principal Financial Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith). |
| 32.1* | Certification of Principal Executive Officer as adopted pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith). |
| 32.2* | Certification of Principal Financial Officer as adopted pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith). |
| 97.1 | Compensation Recovery Policy (filed herewith). |
| 101.INS | Inline XBRL 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.SCH | Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Documents. |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).1 |
- The certifications attached as Exhibit 32.1 and Exhibit 32.2 that accompany this Annual Report on Form 10-K are deemed furnished and not filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of SmartRent, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report on Form 10-K, irrespective of any general incorporation language contained in such filing.
**Certain exhibits and schedules have been omitted pursuant to Regulation S-K Item 601(b)(2) or Item 601(a)(5) (as applicable). We agree to furnish supplementally to the SEC a copy of any omitted exhibits or schedules upon request.
† Indicates a management contract or any compensatory plan, contract or arrangement.
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