iRhythm Technologies Inc
For the period ended Dec 31, 2023. Filed Feb 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 Feb 22, 2024
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Item 15. Exhibits, Financial Statement Schedules
The following documents are filed as part of this Annual Report on Form 10-K:
(1)Financial Statements
The financial statements filed as part of this Annual Report on Form 10-K are listed in the “Index to Financial Statements” under Part II, Item 8 of this Annual Report on Form 10-K.
(2)Financial Statement Schedules
Financial statement schedules have been omitted in this Annual Report on Form 10-K because they are not applicable, not required under the instructions, or the information requested is set forth in the financial statements or related notes thereto.
(3) Exhibits
The following is a list of exhibits filed with this Annual Report on Form 10-K incorporated herein by reference (numbered in accordance with Item 601 of Regulation S-K).
| Exhibit Index | ||||||
|---|---|---|---|---|---|---|
| Incorporated by Reference | ||||||
| ExhibitNumber | Exhibit Title | Form | File No. | Exhibit | Filing Date | Provided Herewith |
| 3.1 · Amended and Restated Certificate of Incorporation of the Registrant, as amended. · X | ||||||
| 3.2 | Amended and Restated Bylaws of the Registrant (as amended and restated on November 10, 2023). | 8-K | 001-37918 | 3.1 | November 16, 2023 | |
| 4.1 | Specimen Common Stock Certificate of the Registrant. | S-1 | 333-213773 | 4.1 | September 23, 2016 | |
| 4.2 | Amended and Restated Investors’ Rights Agreement dated May 16, 2014 by and among the Registrant and certain stockholders. | S-1/A | 333-213773 | 4.2 | October 7, 2016 | |
| 4.3 | Description of the Registrant's securities registered pursuant to Section 12 of the Exchange Act. | 10-K | 001-37918 | 4.3 | March 2, 2020 | |
| 10.1± | Services Agreement dated December 24, 2013 between the Registrant and XIFIN, Inc. | S-1 | 333-213773 | 10.20 | September 23, 2016 | |
| 10.2± | Development Collaboration Agreement dated December 3, 2019 by and among the Registrant, Verily Life Sciences LLC and Verily Ireland Limited. | 10-Q | 001-37918 | 10.3 | December 23, 2019 | |
| 10.3± | First Amendment to Development Collaboration Agreement dated April 26, 2021 by and among the Registrant, Verily Life Sciences LLC and Verily Ireland Limited. | 10-K | 001-37918 | 10.43 | February 28, 2022 | |
| 10.4± | Second Amendment to Revive and Amend the Development Collaboration Agreement dated January 24, 2022 by and among the Registrant, Verily Life Sciences LLC and Verily Ireland Limited. | 10-K | 001-37918 | 10.44 | February 28, 2022 | |
| 10.5 | Third Amended and Restated Loan and Security Agreement, dated as of October 23, 2018, between Silicon Valley Bank, a California corporation, and iRhythm Technologies, Inc., a Delaware corporation. | 8-K | 001-37918 | 10.1 | October 29, 2018 | |
| 10.6 | First Amendment to Third Amended and Restated Loan and Security Agreement between the Registrant and Silicon Valley Bank. | 10-K | 001-37918 | 4.4 | March 2, 2020 | |
| 10.7 | Second Amendment to the Third Amended and Restated Loan and Security Agreement dated March 28, 2022, by and between the Registrant and Silicon Valley Bank. | 8-K | 001-37918 | 10.1 | March 29, 2022 | |
| 10.8 | Third Amendment to the Third Amended and Restated Loan and Security Agreement dated November 17, 2023, by and between the Registrant and Silicon Valley Bank. | X | ||||
| 10.9 | Office Lease dated October 4, 2018 between the Registrant and Big Dog Holdings LLC. | 10-K | 001-37918 | 10.35 | March 4, 2019 | |
| 10.10 | First Amendment to Office Lease dated May 31, 2019 between the Registrant and Big Dog Holdings LLC. | X | ||||
| 10.11 | Multi-Tenant Office/Industrial Lease by and between iRhythm Technologies, Inc. and Katella/Holder Street LLC dated March 18, 2021. | 10-Q | 001-37918 | 10.42 | May 10, 2021 | |
| 10.12 | Credit, Security and Guaranty Agreement, dated January 3, 2024, by and among the Company, Braidwell Transaction Holdings LLC – Series 5 and Wilmington Trust, National Association. | 8-K | 001-37918 | 10.1 | January 8, 2024 | |
| 10.13+ | 2016 Equity Incentive Plan and related form agreements. | S-1/A | 333-213773 | 10.3 | October 7, 2016 | |
| 10.14+ | 2016 Employee Stock Purchase Plan, as amended February 26, 2019, and related form agreements. | 10-Q | 001-37918 | 10.1 | December 23, 2019 | |
| 10.15+ | Executive Incentive Compensation Plan. | S-1/A | 333-213773 | 10.5 | October 7, 2016 | |
| 10.16+ | Form of Indemnification Agreement for directors and executive officers. | S-1 | 333-213773 | 10.1 | September 23, 2016 | |
| 10.17+ | Executive Change in Control and Severance Policy as Amended. | X | ||||
| 10.18+ | Form of Change of Control and Severance Agreement. | 10-Q | 001-37918 | 10.29 | November 14, 2017 | |
| 10.19+ | Offer Letter, dated September 8, 2021, by and between the Registrant and Quentin S. Blackford. | 8-K | 001-37918 | 10.1 | September 13, 2021 | |
| 10.20+ | Offer Letter, dated November 15, 2021, by and between the Registrant and Patrick Murphy. | 10-K | 001-37918 | 10.19 | February 23, 2023 | |
| 10.21+ | Offer Letter, dated April 24, 2022, by and between the Registrant and Minang Pravin Turakhia, MD. | 10-K | 001-37918 | 10.20 | February 23, 2023 | |
| 10.22+ | Offer Letter, dated July 18,2022, by and between the Registrant and Chad Patterson. | 10-K | 001-37918 | 10.21 | February 23, 2023 | |
| 10.23+ | Offer Letter, dated July 22, 2022, by and between the Registrant and Brice Bobzien. | 10-K | 001-37918 | 10.22 | February 23, 2023 | |
| 10.24+ | Resignation, Release and Consulting Agreement dated March 10, 2023 by and between the Registrant and Douglas Devine. | 10-Q | 001-37918 | 10.1 | May 4, 2023 | |
| 21.1 | List of Subsidiaries of Registrant. | X | ||||
| 23.1 | Consent of Independent Registered Public Accounting Firm (PricewaterhouseCoopers LLP, San Jose, CA, PCAOB ID: 238) | X | ||||
| 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. | X | ||||
| 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. | X | ||||
| 32.1† | Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | X | ||||
| 97.1 | Compensation Recovery Policy | X | ||||
| 101.INS | Inline XBRL Instance Document | |||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |||||
†The certification attached as 32.1 that accompanies this Annual Report on Form 10-K, is deemed furnished and not filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of iRhythm Technologies, 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.
- Indicates management contract or compensatory plan.
± Confidential treatment has been requested for portions of this exhibit. These portions have been omitted and have been filed
separately with the Securities and Exchange Commission.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.