Xometry(XMTR) - 2023 Q4 - Annual Report

Part I Business Overview Xometry, Inc. operates a global AI-driven online manufacturing services marketplace, connecting buyers and suppliers to digitize the industry - Xometry is an AI-driven online marketplace connecting buyers and manufacturing service suppliers, aiming to achieve digital transformation in manufacturing[17] - The company utilizes proprietary AI, machine learning, and cloud services, including the Thomasnet® platform, to help buyers efficiently source custom parts and empower suppliers to grow their businesses[17] Fiscal Year 2023 Revenue Composition | Revenue Source | % of Total Revenue (2023) | | :------------- | :------------------------ | | Marketplace Revenue | 85% | | Supplier Services | 15% | Industry Overview and Market Opportunity The global manufacturing industry is vast, highly fragmented, and regional, undergoing early-stage digital transformation with challenges in efficiency, supply chain, and pricing transparency - The global manufacturing industry is vast, highly fragmented, and regional, undergoing early-stage digital transformation, facing inefficiencies, supply chain disruptions, and opaque pricing[20] - Xometry offers solutions through its marketplace platform to enhance efficiency, drive business growth, and improve sustainability in global manufacturing[26] - Following the acquisition of Thomas, Xometry's addressable market expanded from $260 billion to over $2 trillion, covering more than 70,000 industrial processes[27] Our Platform and Value Proposition Xometry's AI-driven platform continuously learns from market interaction data, providing real-time, equitable access to global manufacturing demand and capacity - Xometry's platform is AI-driven, continuously learning from millions of market interaction data points to provide rich insights and analytics, enhancing ecosystem efficiency and product services[30] - Buyers gain instant, competitive pricing and lead times, simplified sourcing, access to a growing global supplier network, extensive industry-specific solutions, reliable quality, and production flexibility through the platform[39] - Suppliers benefit from cost-effective new business opportunities, repeat high-quality customers, operational excellence (Workcenter), financial stability, advertising and marketing services, increased machine utilization, and supplier community support[39][41] Competitive Advantages Xometry's competitive advantage stems from its rich data and continuously improving AI technology, enabling predictive pricing and efficient supplier matching - Xometry continuously improves its AI technology through proprietary technology, machine learning, and data analytics models, leveraging millions of data inputs to enhance efficiency in sourcing, pricing, and lead time quotations[41] - The company's platform exhibits strong network effects, where data points and insights from market interactions continuously refine the AI platform, driving rapid growth in active buyer and supplier bases[41] Buyer and Supplier Network Data | Metric | Description | | :--- | :--- | | Existing Account Revenue % (Q4 2023) | 96% | | Accounts with Annual Spend of at least $50K YoY Growth (Q4 2023) | 30% | | Global Supplier Network | Over 10,000 | | Additional Suppliers Accessible After Thomas Acquisition | 500,000 | Our Growth Strategy Xometry's growth strategy involves attracting new buyers, increasing existing buyer spend, deepening supplier relationships, expanding internationally, enhancing supplier offerings, and pursuing strategic acquisitions Government Regulation and Data Privacy The company's operations are subject to federal, state, local, and international laws and regulations covering privacy, data protection, tax, intellectual property, advertising, environmental, labor, and cybersecurity Human Capital As of December 31, 2023, Xometry had 992 employees, committed to recruiting, developing, and motivating a diverse and highly skilled workforce - As of December 31, 2023, Xometry had 992 employees, dedicated to recruiting, developing, and motivating a diverse and highly skilled workforce[49] - The company's culture is centered on an entrepreneurial spirit, emphasizing customer focus, inclusive collaboration, excellent solutions, and innovation, supported by continuous learning and career development[50][52] - Xometry promotes Diversity, Equity, and Inclusion (DEI) through initiatives supporting minority, veteran, and women-owned manufacturers, expanding candidate pools, providing ongoing education, and establishing employee resource groups[54][55] Social Impact and Environmental Responsibility Xometry is committed to community engagement, supporting non-profits through a donor-advised fund, and reducing manufacturing's carbon footprint - Xometry supports non-profit organizations focused on education and climate change through its donor-advised fund, committing 1% of its equity and providing scholarships to students at Howard University and community colleges in six states[60][61] - The company is dedicated to reducing manufacturing's carbon footprint by offering carbon offset programs and promoting green technologies like additive manufacturing[59] Competition The on-demand manufacturing industry is highly fragmented and competitive, with Xometry facing competition from various entities on both the buyer and supplier sides - The on-demand manufacturing industry is highly fragmented and competitive, with Xometry facing competition from both buyers and suppliers[62] - For buyers, the company competes with service bureaus, brokers, vertically integrated OEM service departments, independent machine shops, and 3D printing service providers, primarily based on price, user experience, and customer service[63] - For suppliers, the company competes with brokers and listing services, based on providing real-time order access, cash flow stability, global customer access, and supplier services and financial products[64] Intellectual Property Xometry's commercial success relies partly on its ability to acquire, maintain, and protect its intellectual property, including patents, trademarks, copyrights, and trade secrets - Xometry's commercial success partly depends on its ability to acquire, maintain, and protect its intellectual property, including patents, trademarks, copyrights, and trade secrets[65] - As of December 31, 2023, the company holds 10 issued U.S. patents (related to machine learning in manufacturing predictions, expiring 2036-2037) and 3 pending patent applications[66] - The company owns approximately 45 registered U.S. trademarks and over 100 international registered foreign trademarks, relying on copyright law and licensing to protect software and other proprietary technology elements[67][68] Corporate Information Xometry, Inc. was incorporated in Delaware on May 29, 2013, initially as NextLine Manufacturing Corp., and is headquartered in North Bethesda, Maryland Risk Factors Investing in Xometry's Class A common stock involves a high degree of risk, potentially adversely affecting the business, financial condition, operating results, or prospects - Investing in Class A common stock involves a high degree of risk, potentially adversely affecting the business, financial condition, operating results, or prospects[73] - Risk factors include, but are not limited to: past and potential future net losses, slower growth, volatile operating results, ability to attract and retain buyers and suppliers, platform quality and technological adaptability, cybersecurity threats, third-party reliance, market competition, international expansion challenges, acquisition integration, human capital, accounting and tax changes, and intellectual property risks[76][77] Risks Related to Our Business Business-related risks include continuous losses, potential for slower growth, volatile operating results, reliance on attracting and retaining buyers and suppliers, and challenges in meeting buyer demands or adapting to technological changes - The company has incurred losses since its inception in 2013, with a net loss of $67.5 million in 2023 and an accumulated deficit of $319.9 million, and may not achieve or maintain profitability in the future[78] - The company's growth depends on attracting and retaining a large number of buyers and suppliers, and on offering products and manufacturing processes that meet buyer needs and adapt to technological changes[83][86] - Security breaches in information technology systems or third-party service providers, transactions with bad actors, disputes between buyers and sellers, and reliance on third-party payment processors and logistics services can all adversely affect the business[96][107][110][111][119] - The company faces intense market competition, international expansion presents business and economic risks, and it may not effectively manage acquired businesses[120][123][180] Risks Related to Ownership of Our Class A Common Stock The price of Class A common stock may be highly volatile, influenced by company performance, analyst expectations, market sentiment, and macroeconomic conditions - The price of Class A common stock may be highly volatile, influenced by various factors including company operating performance, analyst expectations, market sentiment, and macroeconomic conditions[210][211][213][214] - Future issuances of additional equity (e.g., for equity incentive plans, financing, or acquisitions) will dilute the interests of all other shareholders and may lead to a decrease in the value per share of Class A common stock[212][216] - The company's dual-class stock structure (Class B common stock with 20 votes per share, Class A with 1 vote per share) grants co-founders approximately 54.1% of the total voting power, limiting other shareholders' influence over company affairs[218][219] - Anti-takeover provisions in the company's charter and Delaware law may make company acquisitions more difficult and limit shareholder attempts to replace management[222][223] Risks Related to our Convertible Notes Repaying the 2027 convertible senior notes requires substantial cash flow, and insufficient future cash flow may necessitate asset sales, debt restructuring, or additional equity issuance - Repaying the $287.5 million of 2027 convertible senior notes requires substantial cash, and insufficient future cash flow may necessitate asset sales, debt restructuring, or additional equity issuance[228] - Conversion of the notes may dilute existing shareholders' equity or depress the company's common stock price due to potential short selling and anticipated conversions[229] - Certain terms in the note indenture (e.g., repurchase requirements upon a "fundamental change" and increased conversion rate upon a "make-whole fundamental change") may make third-party acquisition of the company more difficult or expensive[230] General Risk Factors General risk factors include the inability to retain and motivate the management team or other key personnel, potential for significant liabilities from litigation, adverse impacts from tax law changes, and failure to maintain effective internal controls - Failure to retain and motivate the management team or other key personnel may harm business growth prospects, as their services are crucial to the company's strategic direction and growth[232] - Litigation or legal proceedings may result in significant liabilities, reputational damage, and divert management's attention, incurring substantial expenses even if successful[233][234][235] - The enactment, interpretation, or modification of tax laws (including income tax, sales tax, etc.) may adversely affect the company's business, prospects, financial condition, and operating results[237] - Failure to maintain effective disclosure controls and internal controls over financial reporting may impair the ability to timely and accurately prepare financial statements, potentially leading to stock price decline or regulatory sanctions[238][242][243] Unresolved Staff Comments Not applicable Cybersecurity Xometry has implemented and maintains information security processes to identify, assess, and manage significant cybersecurity threats to critical information systems and data - Xometry has implemented and maintains information security processes designed to identify, assess, and manage significant cybersecurity threats to its critical computer networks, third-party hosted services, communication systems, hardware, software, and information systems and data, including intellectual property and customer confidential data[245] - The company's information security function is led by the Chief Technology Officer (CTO), identifying and assessing risks through various methods including manual and automated tools, threat report analysis, risk assessments, audits, penetration testing, and incident response exercises[246][247] - The Board of Directors and its Audit Committee oversee the company's cybersecurity risk management processes, including risk oversight and mitigation, while management (including the CTO and CFO) approves budgets, prepares for cybersecurity incidents, and reviews security reports[252][253][254][255][256] Properties All of Xometry's offices are leased, with no owned real estate, and lease terms vary from 2024 to 2029 - All of Xometry's offices are leased, with no owned real estate, and lease terms vary from 2024 to 2029[257] Major Leased Office Locations and Area | City, State/Country | Area (square feet) | | :------------------ | :----------------- | | North Bethesda, MD | 28,068 | | New York, NY | 93,072 (1)(3) | | Horsham, PA | 24,377 (3) | | Gaithersburg, MD | 21,529 (3) | | Lexington, KY | 10,109 | | Bethesda, MD | 6,781 (2) | | Doraville, GA | 5,975 (3) | | Culver City, CA | 5,838 (3) | | Ottobrunn, Germany | 21,129 | | Istanbul, Turkey | 11,840 | | Chelmsford, UK | 3,304 | | Lyon, France | 1,172 | | Shenzhen, China | 3,983 | | Shanghai, China | 760 | Legal Proceedings Xometry is not involved in any legal proceedings expected to have a material adverse effect on its consolidated operating results, financial condition, or cash flows Mine Safety Disclosures Not applicable Part II Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Xometry's Class A common stock has been listed on the Nasdaq Global Select Market under the symbol "XMTR" since June 30, 2021, with no cash dividends declared or paid - Xometry's Class A common stock has been listed on the Nasdaq Global Select Market under the trading symbol "XMTR" since June 30, 2021[265] - The company has never declared or paid cash dividends and plans to use all available funds and future earnings for business development and expansion[269] - As of December 31, 2023, the $325.3 million net proceeds from the company's initial public offering (IPO) have been fully utilized[275] Item 6. [Reserved] This item is reserved with no content Management's Discussion and Analysis of Financial Condition and Results of Operations This section discusses Xometry's financial condition and operating results, highlighting its AI-driven online manufacturing services marketplace business model, performance factors, key metrics, and liquidity - Xometry is an AI-driven online manufacturing services marketplace, utilizing proprietary AI, machine learning, and cloud services (including the Thomasnet® platform) to connect buyers and suppliers[280][282] - The company's business benefits from network effects, where an increasing number of buyers attracts more suppliers, thereby expanding manufacturing processes and enhancing efficiency[284] - In 2023, the company's net loss narrowed, and both adjusted EBITDA loss and non-GAAP net loss as a percentage of revenue improved, reflecting enhanced operational efficiency[313][317] Overview Xometry is a global AI-driven online manufacturing services marketplace connecting buyers and suppliers through proprietary AI, machine learning, and cloud services - Xometry is a global AI-driven online manufacturing services marketplace, leveraging proprietary AI, machine learning, and cloud services (including the Thomasnet® platform) to connect buyers and suppliers[280] - The company's mission is to accelerate innovation, with a vision to lower barriers to entry in the manufacturing ecosystem and drive efficiency, sustainability, and innovation across global industries[283] - Company revenue primarily derives from marketplace sales of custom parts and components, along with supplier services such as digital advertising, marketing, financial services, and Workcenter[286][287] - On January 2, 2023, the company acquired Tridi Teknoloj A.S., based in Istanbul, Turkey, to expand its European marketplace capabilities and enter the Turkish market[290] Factors Affecting Our Performance Key factors affecting Xometry's performance include the continuous growth of active buyers and suppliers, investments in technology and platform expansion, international business expansion, and macroeconomic conditions - The number of active buyers continuously grew, reaching 55,458 as of December 31, 2023, a 36% year-over-year increase[292][304] - The number of active suppliers continuously grew, reaching 3,429 as of December 31, 2023, a 36% year-over-year increase[293] - The company continuously invests in AI and machine learning technologies to improve pricing and matching efficiency, and in cloud infrastructure to support scalability[294] - The number of active paying suppliers was 7,271 as of December 31, 2023, a 6% year-over-year decrease, which would have been flat excluding the impact of exiting the supplies business[298][311] - The company underwent restructuring in December 2022 and May 2023, resulting in approximately 10% workforce reductions to manage operating expenses, incurring $0.7 million and $1.5 million in employee termination costs in 2023 and 2022, respectively[300] Key Operational and Business Metrics Xometry uses key metrics such as active buyers, existing account revenue percentage, accounts with annual spend of at least $50K, active paying suppliers, adjusted EBITDA, and non-GAAP net loss to assess business performance Key Operational and Business Metrics (as of December 31) | Metric | 2023 | 2022 | YoY Change | | :--------------------------------- | :------------- | :------------- | :------- | | Active Buyers | 55,458 | 40,664 | +36% | | Existing Account Revenue % (Q4 2023) | 96% | - | - | | Accounts with Annual Spend of at least $50K | 1,331 | 1,027 | +30% | | Active Paying Suppliers | 7,271 | 7,715 | -6% | Adjusted EBITDA and Non-GAAP Net Loss (2023 vs 2022) | Metric | 2023 (million dollars) | 2022 (million dollars) | 2023 % of Revenue | 2022 % of Revenue | | :----------------- | :--------------------- | :--------------------- | :---------------- | :---------------- | | Adjusted EBITDA Loss | (27.5) | (44.8) | (5.9)% | (11.8)% | | Non-GAAP Net Loss | (19.4) | (43.1) | (4.2)% | (11.3)% | Components of Results of Operations Xometry's operating results primarily comprise marketplace revenue and supplier services revenue, with marketplace revenue being dominant - Marketplace revenue primarily derives from selling parts and components to customers through the platform, encompassing various manufacturing services such as CNC machining, sheet metal fabrication, and 3D printing[321] - Supplier services revenue includes marketing and advertising services, financial service products, SaaS solutions, and sales of supplies, which ceased in the second quarter of 2023[322] - Gross profit is influenced by supplier network liquidity and pricing efficiency, with the percentage of cost of revenue expected to decrease over time as the company scales and adds more suppliers[323][325] - Operating expenses include sales and marketing, operations and support, product development, and general and administrative expenses, all of which are expected to increase in absolute amounts in the future[326][327][328][329][330] Results of Operations Xometry's operating results for 2023 and 2022 show continued total revenue growth despite persistent net losses Consolidated Results of Operations (2023 vs 2022) | Metric (thousand dollars) | 2023 | 2022 | YoY Change (%) | | :------------------------ | :----- | :----- | :------------- | | Revenue | 463,406 | 380,921 | +21.7% | | Cost of Revenue | 285,147 | 234,930 | +21.4% | | Gross Profit | 178,259 | 145,991 | +22.1% | | Total Operating Expenses | 251,835 | 223,082 | +12.9% | | Operating Loss | (73,576) | (77,091) | -4.6% | | Net Loss | (67,465) | (79,043) | -14.6% | Segment Revenue and Gross Margin (2023 vs 2022) | Segment | 2023 Revenue (thousand dollars) | 2022 Revenue (thousand dollars) | 2023 Gross Margin | 2022 Gross Margin | | :-------- | :------------------------------ | :------------------------------ | :---------------- | :---------------- | | Marketplace | 394,754 | 303,223 | 30.8% | 28.2% | | Supplier Services | 68,652 | 77,698 | 82.7% | 77.9% | - In 2023, general and administrative expenses increased by 22% to $70.9 million, primarily including $8.7 million in lease abandonment charges[351] - In 2023, interest and dividend income significantly increased by 182% to $11.6 million, primarily from dividend income on marketable securities[354] Liquidity and Capital Resources Xometry primarily funds operations through equity and convertible debt, with sufficient cash, cash equivalents, and marketable securities to meet future needs - As of December 31, 2023, Xometry's cash, cash equivalents, and marketable securities totaled $268.8 million, expected to be sufficient to meet working capital and capital expenditure needs for at least the next 12 months[217][391] - In February 2022, the company issued $287.5 million aggregate principal amount of 2027 convertible senior notes, with net proceeds of $278.2 million and an annual interest rate of 1%[393][394] Cash Flow Summary (thousand dollars) | Cash Flow Type | 2023 | 2022 | | :------------- | :----- | :----- | | Net Cash Used in Operating Activities | (29,877) | (62,575) | | Net Cash Provided by (Used in) Investing Activities | 16,806 | (238,630) | | Net Cash Provided by Financing Activities | 1,067 | 280,972 | - In 2023, net cash used in operating activities decreased to $29.8 million, primarily due to net loss adjustments for non-cash expenses and changes in working capital. Net cash provided by investing activities was $16.8 million, mainly from marketable securities sales offsetting property and equipment purchases and the Tridi acquisition. Net cash provided by financing activities was $1.1 million, primarily from stock option exercises[401][403][405] Critical Accounting Estimates Xometry's critical accounting estimates include the valuation of goodwill and intangible assets, and the accounting for business combinations - Goodwill is tested for impairment annually, and in 2023, a qualitative assessment concluded that the fair value of the reporting unit exceeded its carrying value, resulting in no goodwill impairment recorded[411][415] - Finite-lived intangible assets (such as customer relationships, databases, developed technology, trademarks, and patents) are amortized on a straight-line basis over their estimated useful lives, ranging from 1 to 17 years[416] - Accounting for business combinations requires fair value allocation of acquired tangible and intangible assets and assumed liabilities, involving significant estimates and assumptions regarding future cash flows, discount rates, growth rates, and market comparisons[421] Recent Accounting Pronouncements Recently issued accounting pronouncements include ASU 2023-07 (Segment Reporting) and ASU 2023-09 (Income Tax Disclosures), primarily affecting disclosure requirements - ASU 2023-07 (Segment Reporting) requires disclosure of significant segment expenses and other segment items, along with interim disclosures, expected to impact only disclosures without affecting financial statements[526] - ASU 2023-09 (Income Tax Disclosures) requires tabular tax rate reconciliation and disaggregation of income taxes paid by jurisdiction, expected to impact only disclosures without affecting financial statements[527] Quantitative and Qualitative Disclosures About Market Risk Xometry faces foreign currency exchange rate risk and inflation risk, with international operations generating revenue and costs in non-U.S. dollar currencies - Xometry's international business generates revenue and incurs costs in non-U.S. dollar currencies, exposing it to foreign currency exchange rate risk, where currency fluctuations may adversely affect financial performance[426] - The company currently does not engage in hedging transactions, and failure to effectively hedge against currency fluctuations in the future could materially adversely affect its business, financial condition, and operating results[208] - Inflation currently has no material impact on the business, operating results, or financial condition, but significant future inflationary pressures could increase costs that cannot be fully offset by price increases[427] Financial Statements and Supplementary Data This section contains Xometry, Inc.'s consolidated financial statements, including balance sheets, statements of operations, and cash flows, covering the three-year period ended December 31, 2023 - KPMG LLP issued an unqualified opinion on Xometry's consolidated financial statements and the effectiveness of internal control over financial reporting as of December 31, 2023[432][433][443][444] - A critical audit matter involves assessing the sufficiency of audit evidence for marketplace revenue and cost of revenue, requiring specialized IT skills due to their highly automated and multi-IT system nature[437][438] - Notes to the financial statements provide detailed information on the company's organization and business description, significant accounting policies (including non-material corrections to previously issued financial statements), credit concentrations, inventory, property and equipment, leases, common stock, convertible preferred stock, equity incentive plans, income taxes, net loss per share, debt and commitments, acquisitions, segment information, and goodwill and intangible assets[460][466][467][530][532][533][534][541][548][549][562][572][573][590][608][612][614][620] Reports of Independent Registered Public Accounting Firm KPMG LLP issued an unqualified opinion on Xometry's consolidated financial statements and the effectiveness of internal control over financial reporting as of December 31, 2023 - KPMG LLP issued an unqualified opinion on Xometry's consolidated financial statements and the effectiveness of internal control over financial reporting as of December 31, 2023[432][433][443][444] - A critical audit matter involves assessing the sufficiency of audit evidence for marketplace revenue and cost of revenue, requiring significant auditor judgment and IT professional involvement due to highly automated processes and multiple IT systems[437][438] Consolidated Financial Statements This section includes Xometry's consolidated balance sheets as of December 31, 2023 and 2022, and consolidated statements of operations, comprehensive loss, convertible preferred stock, and cash flows for the three years ended December 31, 2023 - Consolidated financial statements include consolidated balance sheets, consolidated statements of operations and comprehensive loss, consolidated statements of convertible preferred stock and stockholders' equity (deficit), and consolidated statements of cash flows[430] Notes to Consolidated Financial Statements The financial statement notes detail Xometry's organization, business description, significant accounting policies, credit concentrations, inventory, property and equipment, leases, common stock, and other financial information - The notes detail Xometry's organization and business, including its role as an AI-driven online manufacturing services marketplace and primary revenue sources[460][461][462][463][464][465] - The 2022 consolidated financial statements were corrected for non-material errors, primarily affecting revenue, cost of revenue, other current assets, deferred sales contract acquisition costs, contract liabilities, and certain operating expenses[467][468][469][470][471][472] - The notes also disclose details of the company's 2023 acquisition of Tridi, and 2021 acquisitions of Big Blue Saw, FactoryFour, and Thomas, including acquisition consideration, asset and liability allocation, and goodwill recognition[590][593][597][601] - As of December 31, 2023, the company had $288.1 million in unexercised stock options and $177.0 million in unvested restricted stock units, with related unrecognized compensation costs of $14.4 million and $33.0 million, respectively[557][560] Changes in and Disagreements With Accountants on Accounting and Financial Disclosure None Controls and Procedures Xometry's management assessed and determined that, as of December 31, 2023, the company's disclosure controls and procedures and internal control over financial reporting were effective at a reasonable assurance level - As of December 31, 2023, Xometry's disclosure controls and procedures were determined to be effective at a reasonable assurance level[624] - Management determined that, as of December 31, 2023, the company's internal control over financial reporting was effective[625] - The company successfully remediated the material weakness related to process-level controls identified in 2022, by improving risk assessment, implementing revised control activities, and strengthening process-level controls[626][627] Other Information This section discloses trading arrangements adopted or terminated by the company's directors and executive officers for purchasing or selling company securities during the most recent fiscal quarter - This section discloses trading arrangements adopted or terminated by the company's directors and executive officers for purchasing or selling company securities during the most recent fiscal quarter[632] Executive Trading Arrangement Examples | Name and Position | Action | Adoption/Termination Date | Rule 10b5-1* | Total Class A Common Stock to be Sold | Total Class A Common Stock to be Purchased | Expiration Date | | :---------------- | :----- | :---------------------- | :----------- | :---------------------------------- | :--------------------------------- | :-------------- | | Peter Goguen COO | Adopted | 2023/12/15 | X | 65,499 | - | 2026/3/16 | | Peter Goguen COO | Adopted | 2023/12/15 | X | 17,423 (1) | - | 2026/3/16 | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable Part III Directors, Executive Officers and Corporate Governance This information is incorporated by reference from the company's definitive proxy statement for the 2024 Annual Meeting of Stockholders, to be filed with the SEC within 120 days after December 31, 2023 - This information is incorporated by reference from the company's definitive proxy statement for the 2024 Annual Meeting of Stockholders[637] - The company has adopted a Code of Business Conduct and Ethics applicable to all employees, executive officers, and directors, published on the company's website[638] Executive Compensation This information is incorporated by reference from the company's definitive proxy statement for the 2024 Annual Meeting of Stockholders, to be filed with the SEC within 120 days after December 31, 2023 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters This information is incorporated by reference from the company's definitive proxy statement for the 2024 Annual Meeting of Stockholders, to be filed with the SEC within 120 days after December 31, 2023 Certain Relationships and Related Transactions, and Director Independence This information is incorporated by reference from the company's definitive proxy statement for the 2024 Annual Meeting of Stockholders, to be filed with the SEC within 120 days after December 31, 2023 Principal Accounting Fees and Services This information is incorporated by reference from the company's definitive proxy statement for the 2024 Annual Meeting of Stockholders, to be filed with the SEC within 120 days after December 31, 2023 Part IV Exhibits, Financial Statement Schedules This section lists exhibits filed as part of or incorporated by reference into the annual report on Form 10-K, with all financial statement schedules omitted as required information is presented elsewhere - This section lists exhibits filed as part of or incorporated by reference into the annual report on Form 10-K[646] - Exhibits include the company's certificate of incorporation, convertible note indenture, equity incentive plans, employment agreements, a list of subsidiaries, and consents from independent registered public accounting firms[648][649] - All financial statement schedules have been omitted because the required information is presented in the consolidated financial statements or their notes[645] Form 10-K Summary None