Hyperfine Inc
For the period ended Dec 31, 2023. Filed Mar 22, 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 22, 2024
HYPR$0.68-3.6%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 15. Exhibits and Financial Statement Schedules
| Item 15. | EXHIBITS, FINANCIAL STATEMENT SCHEDULES |
|---|---|
| Item 15(a)(1) | Index to Audited Consolidated Financial Statements as of December 31, 2023 and 2022 and for the years ended December 31, 2023 and 2022 |
| Page Number | |
| Report of Independent Registered Public Accounting Firm (GRANT THORNTON LLP, PCAOB ID 248) | F-1 |
|---|---|
| Report of Independent Registered Public Accounting Firm (Deloitte & Touche LLP, PCAOB ID 34) | F-2 |
| Consolidated Balance Sheets as of December 31, 2023 and 2022 | F-3 |
| Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2023 and 2022 | F-4 |
| Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2023 and 2022 | F-5 |
| Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022 | F-6 |
| Notes to the Consolidated Financial Statements as of and for the years ended December 31, 2023 and 2022 | F-7 |
| Item 15(a)(2) | Financial statement schedules have not been included because they are not applicable or the information is included in the financial statements or notes thereto. |
|---|---|
| Item 15(a)(3) | Exhibits |
The following is a list of exhibits filed as part of this Annual Report on Form 10-K.
| Exhibit Number | Exhibit Description | Filed Herewith | Incorporated byReference Hereinfrom Form orSchedule | Filing Date | SEC File/Reg. Number |
|---|---|---|---|---|---|
| 2.1† | Business Combination Agreement, dated as of July 7, 2021, by and among Hyperfine, Inc. (formerly HealthCor Catalio Acquisition Corp.), Optimus Merger Sub I, Inc., Optimus Merger Sub II, Inc., Hyperfine Operations, Inc. (formerly Hyperfine, Inc.) and Liminal Sciences, Inc. | Form 8-K(Exhibit 2.1) | 7/8/2021 | 001-39949 | |
| 3.1 | Certificate of Incorporation of Hyperfine, Inc., as amended | Form 8-K(Exhibit 3.1) | 12/28/2021 | 001-39949 | |
| 3.2 | Certificate of Amendment of Certificate of Incorporation of Hyperfine, Inc. | Form 8-K (Exhibit 3.2) | 6/12/2023 | 001-39949 | |
| 3.3 | Bylaws of Hyperfine, Inc. | Form 8-K(Exhibit 3.1) | 6/12/2023 | 001-39949 | |
| 4.1 | Specimen Class A Common Stock Certificate | Form S-4/A(Exhibit 4.2) | 9/29/2021 | 333-259148 | |
| 4.2 | Description of Securities | X | |||
| 10.1 | Form of PIPE Investor Subscription Agreement for institutional investors, dated as of July 7, 2021, by and between Hyperfine, Inc. (formerly HealthCor Catalio Acquisition Corp.) and the subscriber parties thereto | Form 8-K(Exhibit 10.1) | 7/8/2021 | 001-39949 | |
| 10.2 | Form of PIPE Investor Subscription Agreement for individual investors, dated as of July 7, 2021, by and between Hyperfine, Inc. (formerly HealthCor Catalio Acquisition Corp.) and the subscriber parties thereto | Form 8-K(Exhibit 10.2) | 7/8/2021 | 001-39949 | |
| 10.3 | Transaction Support Agreement, dated as of July 8, 2021, by and among Hyperfine, Inc. (formerly HealthCor Catalio Acquisition Corp.), Dr. Jonathan M. Rothberg, and certain supporting stockholders of Hyperfine Operations, Inc. (formerly Hyperfine, Inc.) and Liminal Sciences, Inc. affiliated with Dr. Rothberg | Form 8-K(Exhibit 10.1) | 7/8/2021 | 001-39949 |
| 10.4 | Sponsor Letter Agreement, dated as of July 7, 2021, by and among Hyperfine, Inc. (formerly HealthCor Catalio Acquisition Corp.), Hyperfine Operations, Inc. (formerly Hyperfine, Inc.), Liminal Sciences, Inc., HC Sponsor LLC, and the other stockholders party thereto | Form 8-K(Exhibit 10.3) | 7/8/2021 | 001-39949 |
| 10.5+ | Offer Letter, dated as of October 4, 2022, by and between Hyperfine, Inc. and Maria Sainz | Form 8-K(Exhibit 10.1) | 10/6/2022 | 001-39949 |
| 10.6+ | Offer Letter, dated as of February 2, 2023, by and between Hyperfine, Inc. and Brett Hale | Form 8-K(Exhibit 10.1) | 2/8/2023 | 001-39949 |
| 10.7+ | Severance Agreement, dated as of March 31, 2023, by and between Hyperfine, Inc. and Alok Gupta | Form 10-Q (Exhibit 10.5) | 5/11/2023 | 001-39949 |
| 10.8+ | Letter Agreement, dated as of July 17, 2023, by and between Hyperfine, Inc. and Thomas Teisseyre, Ph.D. | Form 8-K (Exhibit 10.1) | 7/18/2023 | 001-39949 |
| 10.9+ | Letter Agreement, dated as of July 17, 2023, by and between Hyperfine, Inc. and Khan Siddiqui, M.D. | Form 8-K(Exhibit 10.2) | 7/18/2023 | 001-39949 |
| 10.10+ | Separation agreement, dated as of September 30, 2023, by and between Hyperfine, Inc. and Khan Siddiqui, M.D. | Form 8-K(Exhibit 10.1) | 10/3/2023 | 001-39949 |
| 10.11+ | Consulting Agreement, dated as of September 30, 2023, by and between Hyperfine, Inc. and Khan Siddiqui, M.D. | Form 8-K(Exhibit 10.2) | 10/3/2023 | 001-39949 |
| 10.12+ | Severance Agreement, dated as of February 6, 2023, by and between Hyperfine, Inc. and Neela Paykel | Form 8-K(Exhibit 10.3) | 2/8/2023 | 001-39949 |
| 10.13+ | Executive Severance Plan, as amended | Form 8-K(Exhibit 10.3) | 7/18/2023 | 001-39949 |
| 10.14 | Technology and Services Exchange Agreement, dated as of November 19, 2020, by and among Butterfly Network, Inc., Hyperfine Operations, Inc. (formerly Hyperfine, Inc.), Liminal Sciences, Inc. and the other participants named therein | Form S-4(Exhibit 10.17) | 8/30/2021 | 333-259148 |
| 10.15 | Technology and Services Exchange Agreement, dated as of February 17, 2021, by and among Quantum-Si Incorporated, Hyperfine Operations, Inc. (formerly Hyperfine, Inc.), Liminal Sciences, Inc. and the other participants named therein | Form S-4(Exhibit 10.18) | 8/30/2021 | 333-259148 |
| 10.16 | Technology and Services Exchange Agreement, dated as of July 7, 2021, by and among Hyperfine Operations, Inc. (formerly Hyperfine, Inc.), Liminal Sciences, Inc. and the participants named therein | Form 8-K(Exhibit 10.16) | 12/28/2021 | 001-39949 |
| 10.17@ | License Agreement, dated as of May 29, 2014, by and between Hyperfine Operations, Inc. (formerly Hyperfine, | Form S-4(Exhibit 10.8) | 8/30/2021 | 333-259148 |
| Inc.) and The General Hospital Corporation, d/b/a Massachusetts General Hospital. | |||||
|---|---|---|---|---|---|
| 10.18@ | Manufacture and Supply Agreement, dated as of October 15, 2018, by and between Hyperfine, Inc. and Benchmark Electronics, Inc. | Form S-4(Exhibit 10.10) | 8/30/2021 | 333-259148 | |
| 10.19.1+ | Hyperfine, Inc. 2021 Equity Incentive Plan | Form 8-K(Exhibit 10.20.1) | 12/28/2021 | 001-39949 | |
| 10.19.2+ | Form of Stock Option Agreement under 2021 Equity Incentive Plan | Form 8-K(Exhibit 10.20.2) | 12/28/2021 | 001-39949 | |
| 10.19.3+ | Form of Restricted Stock Unit Agreement under 2021 Equity Incentive Plan | Form S-8(Exhibit 99.3) | 3/28/2022 | 333-263897 | |
| 10.20.1+ | Hyperfine Operations, Inc. (formerly Hyperfine, Inc.) 2014 Employee, Director and Consultant Equity Incentive Plan, as amended | Form 8-K(Exhibit 10.21.1) | 12/28/2021 | 001-39949 | |
| 10.20.2+ | Form of Stock Option Agreement under Hyperfine Operations, Inc. (formerly Hyperfine, Inc.) 2014 Employee, Director and Consultant Equity Incentive Plan, as amended | Form 8-K(Exhibit 10.21.2) | 12/28/2021 | 001-39949 | |
| 10.21.1+ | Liminal Sciences, Inc. 2021 Employee, Director and Consultant Equity Incentive Plan, as amended | Form 8-K(Exhibit 10.22.1) | 12/28/2021 | 001-39949 | |
| 10.21.2+ | Form of Stock Option Agreement under Liminal Sciences, Inc. 2021 Employee, Director and Consultant Equity Incentive Plan, as amended | Form 8-K(Exhibit 10.22.2) | 12/28/2021 | 001-39949 | |
| 10.22+ | Nonemployee Director Compensation Policy | Form 8-K(Exhibit 10.1) | 6/12/2023 | 001-39949 | |
| 10.23+ | Form of Indemnification Agreement | Form 8-K(Exhibit 10.24) | 12/28/2021 | 001-39949 | |
| 10.24+ | Form of Indemnity Agreement of HealthCor | Form S-1(Exhibit 10.4) | 1/8/2021 | 333-252002 | |
| 10.25 | Amended and Restated Registration Rights Agreement, dated as of December 22, 2021, by and among Hyperfine, Inc. (formerly HealthCor Catalio Acquisition Corp.), HC Sponsor LLC and certain other security holders | Form 10-Q(Exhibit 10.1) | 8/11/2022 | 001-39949 | |
| 10.26 | Forfeiture Agreement, dated as of December 21, 2021, by and among Hyperfine, Inc. (formerly HealthCor Catalio Acquisition Corp.), HC Sponsor LLC, Hyperfine Operations, Inc. (formerly Hyperfine, Inc.) and Liminal Sciences, Inc. | Form 8-K(Exhibit 10.27) | 12/28/2021 | 001-39949 | |
| 10.27+ | Inducement Non-Qualified Stock Option Agreement, dated as of February 13, 2023, by and between the Registrant and Brett Hale. | Form 10-K(Exhibit 10.25) | 3/22/2023 | 001-39949 | |
| 10.28 | Sales Agreement, dated as of November 9, 2023, by and between Hyperfine, Inc. and B. Riley Securities, Inc. | Form S-3(Exhibit 1.2) | 11/9/2023 | 333-275449 | |
| 23.1 | Consent of Deloitte & Touche LLP | X | |||
| 23.2 | Consent of Grant Thornton LLP | X |
| 31.1 | Certification of the Chief Executive Officer | X |
| 31.2 | Certification of the Chief Financial Officer | X |
| 32 | Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | X |
| 97 | Hyperfine, Inc. Clawback Policy | X |
| 101.INS | Inline XBRL Instance Document | X |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | X |
| 104 | Cover Page Interactive Date File (formatted as Inline XBRL and contained in Exhibit 101) | X |
† Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.
- Management contract or compensatory plan or arrangement.
@ Certain confidential portions of this Exhibit were omitted by means of marking such portions with brackets (“[***]”) because the identified confidential portions (i) are not material and (ii) is the type of information that the Company treats as private or confidential.
- The certification attached as Exhibit 32 that accompanies this Annual Report on Form 10-K is not deemed filed with the SEC and is not to be incorporated by reference into any filing of the Company 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 Form 10-K, irrespective of any general incorporation language contained in such filing.
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