☒ | 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 FOR THE TRANSITION PERIOD FROM TO |
Delaware |
84-3080757 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
555 Ellis Street Mountain View, |
94043 | |
(Address of principal executive offices) |
(Zip Code) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Common stock, $0.0001 par value per share |
AEVA |
New York Stock Exchange | ||
Warrants to purchase one share of common stock |
AEVA.WS |
New York Stock Exchange |
Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
Non-accelerated filer |
☐ | Smaller reporting company | ☐ | |||
Emerging growth company | ☐ |
Name |
Age |
Position | ||
Soroush Salehian Dardashti |
33 | Chief Executive Officer and Director | ||
Mina Rezk |
36 | President, Chief Technology Officer and Director | ||
Saurabh Sinha |
44 | Chief Financial Officer | ||
Shahin Farshchi |
43 | Director | ||
Hrach Simonian |
39 | Director | ||
Ahmed M. Fattouh |
48 | Director |
• | independent director representation on our audit, compensation and nominating and corporate governance committees, and our independent directors will meet regularly in executive sessions without the presence of our corporate officers or non-independent directors; and |
• | at least one of our directors qualifies as an “audit committee financial expert” as defined by the SEC. |
• | appointing, compensating, retaining, evaluating, terminating and overseeing our independent registered public accounting firm; |
• | discussing with our independent registered public accounting firm their independence from management; |
• | reviewing, with our independent registered public accounting firm, the scope and results of their audit; |
• | approving all audit and permissible non-audit services to be performed by our independent registered public accounting firm; |
• | overseeing the financial reporting process and discussing with management and our independent registered public accounting firm the quarterly and annual financial statements that we file with the SEC; |
• | overseeing our financial and accounting controls and compliance with legal and regulatory requirements; |
• | reviewing our policies on risk assessment and risk management; |
• | reviewing related person transactions; and |
• | establishing procedures for the confidential anonymous submission of concerns regarding questionable accounting, internal controls or auditing matters. |
• | reviewing and approving the corporate goals and objectives, evaluating the performance of and reviewing and approving, (either alone or, if directed by the board of directors, in conjunction with a majority of the independent members of the board of directors) the compensation of our Chief Executive Officer; |
• | overseeing an evaluation of the performance of and reviewing and setting or making recommendations to our board of directors regarding the compensation of our other executive officers; |
• | reviewing and approving or making recommendations to our board of directors regarding our incentive compensation and equity-based plans, policies and programs; |
• | reviewing and approving or making recommendations to our board of directors regarding all employment agreements and severance arrangements for our executive officers; |
• | making recommendations to our board of directors regarding the compensation of our directors; and |
• | retaining and overseeing any compensation consultants. |
• | identifying individuals qualified to become members of our board of directors, consistent with criteria approved by our board of directors; |
• | periodically reviewing our board of directors’ leadership structure and recommending any proposed changes to our board of directors; |
• | overseeing an annual evaluation of the effectiveness of our board of directors and its committees; and |
• | developing and recommending to our board of directors a set of corporate governance guidelines. |
• | Soroush Salehian Dardashti, our Chief Executive Officer |
• | Mina Rezk, our Chief Technology Officer |
• | Saurabh Sinha, our Chief Financial Officer |
• | Attract and retain a highly talented team of executives; |
• | Ensure that the interests of our executive officers are aligned with the interests of our stockholders; |
• | Reward our executive officers for their performance and motivate them to achieve the Company’s strategic goals; and |
• | Ensure that the total compensation paid to each of our named executive officers is fair, reasonable and competitive. |
What We Do |
What We Don’t Do | |
✓Maintain an industry-specific peer group for evaluating the competitiveness of our pay ✓Consult with an independent compensation consultant on compensation levels and practices ✓Deliver executive compensation primarily through performance-based pay |
× gross-up payments for any change-in-control payments× |
• | Developing a group of peer companies to help the us determine the appropriate level of overall compensation for our executive officers in fiscal 2022; |
• | Evaluating the overall competitiveness of our compensation program for our executive officers in fiscal 2022; |
• | Evaluating the appropriateness and overall competitiveness of our Company-wide equity compensation guidelines, burn rate and the size of our equity plan share reserve; and |
• | Assessing each separate element of compensation, with a goal of ensuring that the compensation we offer to our executive officers in fiscal 2022 and beyond is deemed appropriate, competitive and fair. |
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Name |
2020 Base Salary ($) |
2021 Base Salary ($) |
% Change |
|||||||||
Soroush Salehian Dardashti |
320,000 | 450,000 | 40.6 | % | ||||||||
Mina Rezk |
370,000 | 500,000 | 35 | % |
Name |
deSPAC Cash Transaction Bonus |
|||
Soroush Salehian Dardashti |
$1,000,000 | |||
Mina Rezk |
$1,000,000 | |||
Saurabh Sinha |
$100,000 |
Name and Principal Position |
Year |
Salary ($) |
Bonus ($)(1) |
Option Awards ($)(2) |
Stock Awards ($)(3) |
All other compensation ($) |
Total ($) |
|||||||||||||||||||||
Soroush Salehian Dardashti Chief Executive Officer |
2021 | 450,000 | 1,001,000 | — | — | 12,300 | (4) | 1,463,300 | ||||||||||||||||||||
2020 | 320,000 | 120,000 | 2,070,051 | — | 2,510,051 | |||||||||||||||||||||||
Mina Rezk Chief Technology Officer |
2021 | 500,000 | 1,001,000 | — | — | 129,878 | (5) | 1,630,878 | ||||||||||||||||||||
2020 | 370,000 | 120,000 | 3,848,697 | — | 105,156 | 4,443,853 | ||||||||||||||||||||||
Saurabh Sinha Chief Financial Officer (6) |
2021 | 300,000 | 101,000 | — | 401,000 | |||||||||||||||||||||||
2020 | 76,367 | — | — | 8,026,241 | 8,102,608 |
(1) | 2021 bonus amounts reflect discretionary bonuses paid to the named individual upon the completion of the Company’s deSPAC transaction, and a Company-wide spot bonus in the amount of $1,000 awarded in December 2021. Annual bonus amounts earned in 2021 and to be paid in 2022 have not yet been determined by our compensation committee and therefore are not calculable through the latest practicable date or included in the Bonus column for the 2021 year. Any 2021 discretionary bonus is expected to be determined by the compensation committee, in its reasonable business judgment prior to the end of the Company’s second fiscal quarter in 2022 . |
(2) | Amounts reflect the full grant-date fair value of stock options granted during fiscal year 2020 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. We provide information regarding the assumptions used to calculate the value of all stock options made to named executive officers in Note 12 of our financial statements incorporated by reference in this Form 10-K/A. The amounts reported in this column reflect the accounting cost for these stock options and do not correspond to the actual economic value that may be received by our named executive officers upon the exercise of the stock options or any sale of the underlying shares of common stock. |
(3) | Amounts reflect the full grant-date fair value of restricted stock units granted to Mr. Sinha during fiscal year 2020, computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by Mr. Sinha. Because the award was made contingent upon the consummation of the deSPAC transaction, and the satisfaction of such performance condition was not considered to have been probable for accounting purposes under ASC Topic 718 until that event occurred, no value was attributed to such award under ASC Topic 718 at the time of grant. We provide information regarding the assumptions used to calculate the value of all restricted stock units made to Mr. Sinha in Note 12 of our financial statements incorporated by reference in this Form 10-K/A. The amounts reported in this column reflect the accounting cost for these restricted stock units and do not correspond to the actual economic value that may be received by Mr. Sinha upon the vesting of the restricted stock units. |
(4) | Amount shown reflects a $3,600 meal allowance, and a 401(k) plan matching contribution in the amount of $8,700. |
(5) | Amount shown reflects $56,204 in housing and living expense, $40,785 in Company paid airfare, $3,600 in meal allowance, and $8,700 in 401(k) matching contributions for Mr. Rezk. |
(6) | Mr. Sinha commenced employment with us as Chief Financial Officer in September 2020, and his 2020 base salary was prorated accordingly. |
Option Awards (1) |
Stock Awards |
|||||||||||||||||||||||||||
Name |
Grant Date |
Number of Securities Underlying Unexercised Options (#) Exercisable |
Number of Securities Underlying Unexercised Options (#) Unexercisable |
Option Exercise Price ($) |
Option Expiration Date |
Number Of Shares or Units of Stock That Have Not Vested (#) |
Market Value of Shares or Units of Stock That Have Not Vested ($) (4) |
|||||||||||||||||||||
Soroush Salehian Dardashti |
1/23/2020 | (2) | 868,930 | 944,491 | 0.5476 | 1/23/2030 | — | |||||||||||||||||||||
2/6/2019 | 1,880,461 | — | 0.2622 | 2/6/2029 | — | |||||||||||||||||||||||
Mina Rezk |
1/23/2020 | (2) | 1,615,540 | 1,756,023 | 0.5476 | 1/23/2030 | — | |||||||||||||||||||||
2/6/2019 | 3,496,203 | — | 0.2622 | 2/6/2029 | — | |||||||||||||||||||||||
Saurabh Sinha |
11/18/2020 | (3) | — | — | — | 820,940 | 6,206,306 |
(1) | Each option grant is subject to the terms of our 2016 Stock Incentive Plan (“2016 Plan”). Shares underlying each award granted under our 2016 Plan are shares of common stock of the Company. |
(2) | Shares subject to the stock option vest in 48 equal monthly installments on each anniversary of the grant date, subject to accelerated vesting upon a termination of employment with the Company without “cause” or a resignation for “good reason” (each such term as defined in the applicable award agreement) that occurs in connection with or 12 months after the closing of a Business Combination (as defined in the applicable award agreement). |
(3) | The restricted stock unit award to Mr. Sinha became eligible to vest only in the event a certain business combination was successfully completed, which occurred in connection with the completion of the deSPAC transaction. With respect to 864,155 of the shares subject to the restricted stock unit award, 25% of such shares vested on September 28, 2021, and the remaining 75% of such underlying shares vest in six equal semi-annual installments thereafter and (b) with respect to 172,827 of the shares subject to the restricted stock unit award, 25% of such shares vested on March 12, 2022, and the remaining 75% of such underlying shares will vest in six equal semi-annual installments thereafter; provided, that all of the shares subject to the restricted stock unit award shall vest upon the termination of the recipient’s service to the company without cause (as defined in the 2016 Plan) or for good reason (as defined in the recipient’s employment offer letter) within 12 months following a change in control. |
(4) | The market value is based on the $7.56 fair market value of Aeva common stock on December 31, 2021, the closing selling price of the Aeva common stock on such date. |
Stock Awards | ||||||||||
Name |
Number of Shares Acquired on Vesting (#) |
Value Realized on Vesting ($) | ||||||||
Saurabh Sinha |
216,042 | 1,698,090 |
Executive |
Executive Benefits and Payment upon Termination |
Termination by Company without Cause or Voluntary Resignation for Good Reason within 12 months Following a Change in Control ($) |
||||
Soroush Salehian Dardashti |
Acceleration of Option Shares | $ | 6,623,148 | |||
Acceleration of Restricted Stock Units | — | |||||
Mina Rezk |
Acceleration of Option Shares | $ | 12,313,935 | |||
Acceleration of Restricted Stock Units | — | |||||
Saurabh Sinha |
Acceleration of Option Share s |
— | ||||
Acceleration of Restricted Stock Units | $ | 6,206,306 |
(a) |
(b) |
(c) |
||||||||||
Plan category |
Number of securities to be issued upon exercise of outstanding options, warrants and rights |
Weighted-average exercise price of outstanding options, warrants and rights |
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) |
|||||||||
Equity compensation plans approved by security holders |
|
20,489,435 |
(1) |
$ |
0.39 |
(2) |
|
9,256,007 |
(3) | |||
Equity compensation plans not approved by security holders |
— | — | — | |||||||||
|
|
|
|
|
|
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Total |
20,489,435 | $ | 0.39 | 9,256,007 | ||||||||
|
|
|
|
|
|
(1) | Includes 5,526,502 shares of common stock that have previously been granted as restricted stock units under our 2021 Plan but are pending issuance upon vesting, and 1,104,577 shares of common stock that have been granted as restricted stock units but are pending issuance upon vesting and 13,858,356 shares of common stock issuable upon the exercise of outstanding stock options, each awarded under our 2016 Plan prior to the completion of the deSPAC transaction and assumed in connection with the business combination. To the extent awards outstanding under our 2016 Plan or our 2021 Plan are forfeited, expire or are settled for cash, the shares reserved for issuance pursuant to such awards will become available for issuance as shares of common stock under the 2021 Plan. |
(2) | The weighted average exercise price of the outstanding options is $0.39 per share. No weighted-average exercise price is calculated with respect to the restricted stock units, which have no exercise price. |
(3) | Represents shares available for issuance under the 2021 Plan. Since the date of effectiveness of the business combination, we have not and will not grant any further awards under the 2016 Plan. |
• | each person who is the beneficial owner of more than 5% of the outstanding shares of common stock; |
• | each of the Company’s named executive officers and directors; and |
• | all of the Company’s executive officers and directors as a group. |
Name and Address of Beneficial Owners |
Number of Shares of Common Stock Beneficially Owned |
Percentage of Outstanding Common Stock |
||||||
5% Stockholders: |
||||||||
Entities affiliated with Lux Ventures IV, L.P. (1) |
23,997,846 | 11.1 | % | |||||
Canaan XI, L.P. (2) |
18,485,196 | 8.5 | % | |||||
Entities affiliated with Sylebra Capital Limited (3) |
26,409,536 | 12.2 | % | |||||
Directors and Named Executive Officers: |
||||||||
Soroush Salehian Dardashti (4) |
27,251,409 | 12.6 | % | |||||
Mina Rezk (5) |
50,666,532 | 23.4 | % | |||||
Saurabh Sinha |
183,191 | * | ||||||
Shahin Farshchi |
6,198 | * | ||||||
Hrach Simonian |
— | — | ||||||
Ahmed M. Fattouh |
— | — | ||||||
Directors and executive officers as a group (6 individuals) |
78,107,330 | 36.1 | % |
* | Indicates less than 1% |
1) | Consists of (a) 22,038,475 shares held by Lux Ventures IV, L.P. and (b) 1,959,371 shares held by Lux Co-Invest Opportunities, L.P. Lux Venture Partners IV, LLC is the general partner of Lux Ventures IV, L.P. and exercises voting and dispositive power over the shares noted herein held by Lux Ventures IV, L.P. Lux Co-Invest Partners, LLC is the general partner of Lux Co-Invest Opportunities, L.P. and exercises voting and dispositive power over the shares noted herein held by Lux Co-Invest Opportunities, L.P. Peter Hebert and Josh Wolfe are the individual managing members of Lux Venture Partners IV, LLC and Lux Co-Invest Partners, LLC (the “Individual Lux Managers”). The individual Lux Managers, as the sole managers of Lux Venture Partners IV, LLC and Lux Co-Invest Partners, LLC, may be deemed to share voting and dispositive power for the shares noted herein held by Lux Ventures IV, L.P. and Lux Co-Invest Opportunities, L.P. Each of Lux Venture Partners IV, LLC, Lux Co-Invest Partners, LLC and the Individual Lux Managers separately disclaim beneficial ownership over the shares noted herein except to the extent of their pecuniary interest therein. The address for these entities and individuals is c/o Lux Capital Management, 920 Broadway, 11th Floor, New York, NY 10010. |
(2) | All shares are directly held by Canaan XI, L.P. Canaan Partners XI LLC is the general partner of Canaan XI L.P. and may be deemed to have sole investment and voting power over the shares held by Canaan XI L.P. Investment, voting and dispositive decisions with respect to the shares held by Canaan XI L.P. are made by the managers of Canaan Partners XI LLC, collectively. None of the managers of Canaan Partners XI LLC has beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of any shares held by Canaan XI L.P. The address for Canaan XI L.P. is 285 Riverside Avenue, Suite 250, Westport, CT 06880. |
(3) | All shares are held by advisory clients of Sylebra Capital Limited (“Sylebra HK”). Sylebra HK may be deemed to beneficially own the shares by virtue of its position as the investment sub-adviser to Sylebra Capital Partners Master Fund, Ltd, (“SCP MF”), Sylebra Capital Parc Master Fund (“PARC MF”), Sylebra Capital Menlo Master Fund (“Menlo MF”) and other advisory clients. Sylebra Capital Management (“Sylebra Cayman”) is the investment manager and the parent of Sylebra HK. Daniel Patrick Gibson (“Mr. Gibson”) owns 100% of the shares of Sylebra HK and Sylebra Cayman. In such capacities, Sylebra HK, Sylebra Cayman, and Mr. Gibson may be deemed to share voting and dispositive power over the shares held for SCP MF, PARC MF and other advisory clients. The address for Sylebra HK and its advisory clients is 20th Floor, 28 Hennessy Road, Wanchai, Hong Kong. |
(4) | Consists of (a) 24,275,340 shares held by a trust for which Mr. Salehian serves as the trustee and (b) 2,976,069 shares subject to options exercisable within 60 days of April 1, 2022. |
(5) | Consists of (a) 45,133,344 shares held by a trust for which Mr. Rezk serves as the trustee and (b) 5,533,188 shares subject to options exercisable within 60 days of April 1, 2022. |
• | the risks, costs, and benefits to the Company; |
• | the impact on a director’s independence in the event the related person is a director, immediate family member of a director or an entity with which a director is affiliated; |
• | the terms of the transaction; |
• | the availability of other sources for comparable services or products; and |
• | the terms available to or from, as the case may be, unrelated third parties. |
Fiscal Year Ended December 31, |
||||||||
2021 |
2020 |
|||||||
Audit Fees(1) |
$ | 1,250,700 | $ | 259,000 | ||||
Audit Related Fees(2) |
498,700 | 267,000 | ||||||
Tax Fees |
— | — | ||||||
All Other Fees |
— | — | ||||||
|
|
|
|
|||||
Total Fees |
$ | 1,749,400 | $ | 526,100 | ||||
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|
|
(1) | For professional services rendered for the audits of annual consolidated financial statements (including the review of quarterly interim consolidated financial statements), statutory audits required for certain of our non-U.S. subsidiaries, consents, assistance and review of documents filed with the SEC and other services normally provided in connection with statutory or regulatory filings or engagements. For the years ended December 31, 2021 and 2020, the audit fee includes fees associated with services provided in connection with the audit of our internal control over financial reporting, as required under Section 404 of the Sarbanes Oxley Act of 2002. |
(2) | Audit Related Fees consist of amounts billed in connection with the filing of our Registration Statement on Form S-1, S-4 and other regulatory filings. |
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |
104 | Cover Page Interactive Data File ((formatted as Inline XBRL and contained in Exhibit 101). |
* | Filed herewith. |
# | Indicates a management contract or any compensatory plan, contract or arrangement. |
† | Schedules and exhibits to this Exhibit omitted pursuant to Regulation S-K Item 601(b)(2). The Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request. |
AEVA TECHNOLOGIES, INC. | ||
By: |
/s/ Soroush Salehian Dardashti | |
| ||
Soroush Salehian Dardashti Chief Executive Officer |
Signature |
Title |
Date | ||
/s/ Soroush Salehian Dardashti Soroush Salehian Dardashti |
Chief Executive Officer and Director (Principal Executive Officer) |
April 2 7 , 2022 | ||
/s/ Saurabh Sinha Saurabh Sinha |
Chief Financial Officer (Principal Financial and Accounting Officer) |
April 2 7 , 2022 | ||
/s/ Mina Rezk Mina Rezk |
President, Chief Technology Officer and Director |
April 2 7 , 2022 | ||
/s/ Shahin Farshchi Shahin Farshchi |
Director |
April 2 7 , 2022 | ||
/s/ Hrach Simonian Hrach Simonian |
Director |
April 2 7 , 2022 | ||
/s/ Ahmed M. Fattouh Ahmed M. Fattouh |
Director |
April 2 7 , 2022 |
EXHIBIT 31.3
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, Soroush Salehian Dardashti, certify that:
1. | I have reviewed this Amendment No. 1 on Form 10-K/A of Aeva Technologies, Inc.; and |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. |
Date: April 27, 2022 | /s/ Soroush Salehian Dardashti | |||
Soroush Salehian Dardashti | ||||
Chief Executive Officer and Director | ||||
(Principal Executive Officer) |
EXHIBIT 31.4
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, Saurabh Sinha, certify that:
1. | I have reviewed this Amendment No. 1 on Form 10-K/A of Aeva Technologies, Inc.; and |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. |
Date: April 27, 2022 |
|
|
/s/ Saurabh Sinha | |||
|
|
|
Saurabh Sinha | |||
|
|
|
Chief Financial Officer (Principal Financial and Accounting Officer) |