Mitek Systems Inc 10-K/A, filed Dec 11, 2020

Mitek Systems Inc (MITK)

10-K/A 2020-12-11 For: 2020-09-30

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Added on April 08, 2026

About this 10-K/A

Mitek Systems Inc filed this 10-K/A on December 11, 2020, covering the fiscal year ended September 30, 2020.

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Delaware			87-0418827
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
600 B Street, Suite 100
San Diego, California			92101
(Address of principal executive offices)			(Zip Code)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	MITK	NASDAQ Capital Market


Large Accelerated Filer	☐	Accelerated Filer	☐
Non-Accelerated Filer	☒	Smaller Reporting Company	☒
		Emerging Growth Company	☐


Exhibit No.	Description	Incorporated by Reference from Document

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)

3.1	Restated Certificate of Incorporation of Mitek Systems, Inc., as amended.	(4)

3.2	Second Amended and Restated Bylaws of Mitek Systems, Inc.	(5)

3.3	Certificate of Designation of Series B Junior Participating Preferred Stock.	(6)

4.1	Section 328 Rights Agreement, dated October 23, 2018, between Mitek Systems, Inc. and Computershare Trust Company, N.A., as Rights Agent.	(6)

4.2	Description of Equity Securities Registered under Section 12 of the Exchange Act.	(24)

10.1#	Mitek Systems, Inc. 2002 Stock Option Plan.	(7)

10.2#	Mitek Systems, Inc. 2006 Stock Option Plan.	(8)

10.3#	Mitek Systems, Inc. 2010 Stock Option Plan.	(9)

10.4#	Amended and Restated Mitek Systems, Inc. 2012 Incentive Plan and the forms of agreement related thereto.	(10)

10.5#	Mitek Systems, Inc. 2020 Incentive Plan and the forms of agreement related thereto.	(24)

10.6#	Mitek Systems, Inc. Director Restricted Stock Unit Plan, as amended, and the forms of agreement related thereto.	(10)

10.7#	Mitek Systems, Inc. 401(k) Savings Plan.	(11)

10.8#	Executive Employment Agreement, dated November 6, 2018, between Mitek Systems, Inc. and Scipio “Max” Carnecchia.	(12)

10.9#	Executive Severance and Change of Control Plan, dated February 28, 2011, by and between Mitek Systems, Inc. and James B. DeBello.	(13)



10.10#	Offer Letter, dated June 6, 2012, by and between Mitek Systems, Inc. and Michael Diamond.	(11)

10.11#	Offer Letter, dated June 21, 2017, by and between Mitek Systems, Inc. and Jeffrey C. Davison.	(14)

10.12#	Executive Severance and Change of Control Plan, dated June 21, 2017, by and between Mitek Systems, Inc. and Jeffrey C. Davison.	(14)

10.13#	Executive Severance and Change of Control Plan, dated August 10, 2017, by and between Mitek Systems, Inc. and Michael Diamond.	(15)

10.14#	Stock Option Agreement, dated as of November 6, 2018, between Scipio “Max” Carnecchia and Mitek Systems, Inc.	(12)

10.15#	Conditional Stock Option Agreement, dated November 6, 2018, by and between Scipio “Max” Carnecchia and Mitek Systems, Inc.	(12)

10.16#	Performance Stock Option Agreement, dated as of November 6, 2018, between Scipio “Max” Carnecchia and Mitek Systems, Inc.	(12)

10.17#	Restricted Stock Unit Award Agreement, dated as of November 6, 2018, between Scipio “Max” Carnecchia and Mitek Systems, Inc.	(12)

10.18#	Conditional Restricted Stock Unit Award Agreement, dated November 6, 2018, between Scipio “Max” Carnecchia and Mitek Systems, Inc.	(12)

10.19#	Form of Executive Severance and Change of Control Plan.	(15)

10.20#	Form of Indemnification Agreement.	(4)

10.21#	Mitek Systems, Inc. Executive Bonus Program Fiscal Year 2017.	(16)

10.22#	Mitek Systems, Inc. Executive Bonus Program Fiscal Year 2018.	(17)

10.23#	Mitek Systems, Inc. Executive Bonus Program Fiscal Year 2019.	(18)

10.24#	Mitek Systems, Inc. Executive Bonus Program Fiscal Year 2020.	(19)

10.25#	Mitek Systems, Inc. Employee Stock Purchase Plan	(20)

10.24	Sublease, dated August 12, 2016, by and between Bridgepoint Education, Inc. and Mitek Systems, Inc.	(21)

10.25	Lease Termination Agreement, dated July 29, 2016, by and between The Realty Associated Fund VIII, L.P. and Mitek Systems, Inc.	(21)

10.26	Lease, dated October 5, 2017, by and between 600 B Street San Diego Owner, LLC and Mitek Systems, Inc.	(22)

10.27	Amendment No.1 to Section 382 Rights Agreement, dated as of February 28, 2019, by and between Mitek Systems, Inc., and Computershare Trust Company, N.A.	(23)

10.28#	Mitek Systems, Inc. Directors Deferral Plan	*

21.1	List of Subsidiaries	(24)

23.1	Consent of Mayer Hoffman McCann P.C.	(24)

24.1	Power of Attorney .	(24)


☒			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


*						Filed herewith.
**						Certain schedules, appendices and exhibits to this agreement have been omitted in accordance with Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished supplementally to the SEC upon request.
#						Management contract, compensatory plan or 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 Annual Report on Form 10-K for the fiscal year ended September 30, 2014 filed with the SEC on December 5, 2014.
(5)						Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on November 10, 2014.
(6)						Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on October 23, 2018.
(7)						Incorporated by reference to the exhibits to the Company’s Registration Statement on Form S-8 filed with the SEC on July 7, 2003.
(8)						Incorporated by reference to the exhibits to the Company’s Registration Statement on Form S-8 filed with the SEC on May 3, 2006.
(9)						Incorporated by reference to the exhibits to the Company’s Registration Statement on Form S-8 filed with the SEC on March 14, 2011.
(10)						Incorporated by reference to the exhibits to the Company’s Registration Statement on Form S-8 filed with the SEC on August 16, 2017.
(11)						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.
(12)						Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on November 7, 2018.
(13)						Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on March 1, 2011.
(14)						Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on June 22, 2017.
(15)						Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on August 11, 2017.
(16)						Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on November 21, 2016.
(17)						Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on December 29, 2017.
(18)						Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on December 10, 2018.
(19)						Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on December 20, 2019.
(20)						Incorporated by reference to the Company’s Registration Statement on Form S-8 filed with the SEC on March 22, 2018.
(21)						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.
(22)						Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on October 10, 2017.
(23)						Incorporated by reference to the Company’s Current Report on Form 8-K filed with the SEC on February 28, 2019.
(24)						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.


December 11, 2020	MITEK SYSTEMS, INC.

	By:	/s/ Scipio Maximus Carnecchia
		Scipio Maximus Carnecchia
		Chief Executive Officer
		(Principal Executive Officer)