RxSight, Inc 10-K/A, filed Apr 6, 2022
RxSight, Inc. (RXST)
About this 10-K/A
RxSight, Inc filed this 10-K/A on April 6, 2022, covering the fiscal year ended December 31, 2021.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO |
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(Exact name of Registrant as specified in its Charter)
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Securities registered pursuant to Section 12(b) of the Act:
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Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.
Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Smaller reporting company |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant, based on the closing price of the shares of common stock on the Nasdaq Global Market on December 31, 2021 was approximately $
The number of shares of Registrant’s Common Stock outstanding as of March 31, 2022 was
Auditor Name: |
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Auditor Location: |
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EXPLANATORY NOTE
In addition, as required by Rule 12b-15 under the Securities and Exchange Act of 1934, as amended, this Amendment No. 1 includes new Exhibits 31.1 and 31.2, certifications of our Principal Executive Officer and Principal Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, and new Exhibits 32.1 and 32.2, certifications of our Principal Executive Officer and Principal Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
This Amendment No.1 does not affect any other parts of, or exhibits to, the Original Form 10-K, and those unaffected parts or exhibits are not included in this Amendment No. 1. Except as expressly stated in this Amendment No. 1, the Original Form 10-K continues to speak as of the date of the original filing of the Original Form 10-K, and the Company has not updated the disclosure contained in this Amendment No. 1 to reflect events that have occurred since the filing of the Original Form 10-K. Accordingly, this Amendment No. 1 must be read in conjunction with the Company’s other filings made with the SEC subsequent to the filing of the Original Form 10-K, including amendments to those filings, if any.
PART IV
Item 15. Exhibits, Financial Statement Schedules.
(a) List the following documents filed as a part of this Annual Report on Form 10-K:
Exhibit Index
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Incorporated by Reference |
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Number |
Description |
Form |
File No. |
Exhibit |
Filing Date |
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3.1 |
Amended and Restated Certificate of Incorporation of the Registrant. |
10-Q |
- |
3.1 |
November 11, 2021 |
3.2 |
S-1 |
333-257790 |
3.4 |
July 9, 2021 |
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4.1 |
S-1/A |
333-257790 |
4.2 |
July 26, 2021 |
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4.2 |
10-K |
001-40690 |
4.2 |
March 8, 2022 |
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10.1+ |
S-1 |
333-257790 |
10.1 |
July 9, 2021 |
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10.2+ |
2015 Equity Incentive Plan of the registrant, as amended, and forms of agreement thereunder. |
S-1/A |
333-257790 |
10.2 |
July 26, 2021 |
10.3+ |
2021 Equity Incentive Plan of the registrant, as amended, and forms of agreement thereunder. |
10-Q |
- |
10.2 |
November 11, 2021 |
10.4+ |
10-Q |
- |
10.3 |
November 11, 2021 |
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10.5 |
S-1 |
333-257790 |
10.5 |
July 9, 2021 |
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10.6 |
S-1/A |
333-257790 |
10.6 |
July 26, 2021 |
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10.7# |
S-1 |
333-257790 |
10.6 |
July 9, 2021 |
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10.8# |
S-1 |
333-257790 |
10.7 |
July 9, 2021 |
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10.9 |
S-1 |
333-257790 |
10.8 |
July 9, 2021 |
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10.10 |
S-1 |
333-257790 |
10.9 |
July 9, 2021 |
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10.11 |
S-1
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333-257790
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10.10 |
July 9, 2021 |
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10.12 |
S-1 |
333-257790 |
10.11 |
July 9, 2021 |
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10.13 |
S-1 |
333-257790 |
10.12 |
July 9, 2021 |
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10.14 |
S-1 |
333-257790 |
10.13 |
July 9, 2021 |
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10.15+ |
S-1 |
333-257790 |
10.14 |
July 9, 2021 |
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10.16+ |
S-1 |
333-257790 |
10.15 |
July 9, 20211 |
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10.17+ |
S-1 |
333-257790 |
10.16 |
July 9, 2021 |
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10.18+ |
S-1 |
333-257790 |
10.17 |
July 9, 2021 |
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10.19+ |
S-1 |
333-257790 |
10.18 |
July 9, 2021 |
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10.20+ |
S-1 |
333-257790 |
10.19 |
July 9, 2021 |
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10.21+ |
S-1 |
333-257790 |
10.20 |
July 9, 2021 |
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10.22+ |
S-1 |
333-257790 |
10.21 |
July 9, 2021 |
10.23 |
S-1 |
333-257790 |
10.22 |
July 9, 2021 |
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10.24 |
S-1/A |
333-257790 |
10.24 |
July 26, 2021 |
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10.25 |
S-1 |
333-257790 |
10.23 |
July 9, 2021 |
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10.26 |
S-1 |
333-257790 |
10.24 |
July 9, 2021 |
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10.27 |
S-1/A |
333-257790 |
10.27 |
July 26, 2021 |
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10.28 |
10-K |
001-40690 |
10.28 |
March 8, 2022 |
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21.1 |
10-K |
001-40690 |
21.1 |
March 8, 2022 |
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23.1 |
10-K |
001-40690 |
23.1 |
March 8, 2022 |
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31.1* |
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31.2* |
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32.1† |
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32.2† |
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101.INS |
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. |
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101.SCH |
Inline XBRL Taxonomy Extension Schema Document. |
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101.CAL |
Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
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101.DEF |
Inline XBRL Taxonomy Extension Definition Linkbase Document. |
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101.LAB |
Inline XBRL Taxonomy Extension Label Linkbase Document. |
101.PRE |
Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
104 |
Cover page Interactive Data File (embedded with the Inline XBRL document). |
* |
Filed herewith. |
† |
Furnished herewith. |
+ |
Indicates a management contract or compensatory plan or arrangement. |
# |
Portions of the exhibit have been omitted as we have determined that: (i) the omitted information is not material; and (ii) the omitted information would likely cause competitive harm to us if publicly disclosed. |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
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RxSight, Inc. |
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Date: April 6, 2022 |
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By: |
/s/ Ron Kurtz, M.D. |
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Ron Kurtz, M.D. |
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Chief Executive Officer |
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(Principal Executive Officer) |
Exhibit 31.1
CERTIFICATION 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
I, Ron Kurtz, M.D., certify that:
Date: April 6, 2022 |
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By: |
/s/ Ron Kurtz, M.D. |
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Ron Kurtz, M.D. |
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Chief Executive Officer |
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(Principal Executive Officer) |
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Exhibit 31.2
CERTIFICATION 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
I, Shelley Thunen certify that:
Date: April 6, 2022 |
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By: |
/s/ Shelley Thunen |
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Shelley Thunen |
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Chief Financial Officer |
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(Principal Accounting and Financial Officer) |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the annual report of RxSight, Inc. (the “Company”) on Form 10-K for the year ended December 31, 2021, as amended, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
Date: April 6, 2022 |
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By: |
/s/ Ron Kurtz, M.D. |
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Ron Kurtz, M.D. |
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Chief Executive Officer |
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Director |
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Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the annual report of RxSight, Inc. (the “Company”) on Form 10-K for the year ended December 31, 2021, as amended, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
Date: April 6, 2022 |
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By: |
/s/ Shelley Thunen |
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Shelley Thunen |
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Chief Financial Officer |
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(Principal Financial and Accounting Officer) |