What changed in TREACE MEDICAL CONCEPTS, INC.'s 10-K — 2023 vs 2024
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Paragraph-level year-over-year comparison of TREACE MEDICAL CONCEPTS, INC.'s 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.
+289 added−286 removedSource: 10-K (2025-02-27) vs 10-K (2024-02-27)
Top changes in TREACE MEDICAL CONCEPTS, INC.'s 2024 10-K
289 paragraphs added · 286 removed · 232 edited across 2 sections
- Item 6. [Reserved]+273 / −269 · 220 edited
- Item 1C. Cybersecurity+16 / −17 · 12 edited
Item 1C. Cybersecurity
Cybersecurity — threats and controls disclosure
12 edited+4 added−5 removed18 unchanged
Item 1C. Cybersecurity
Cybersecurity — threats and controls disclosure
12 edited+4 added−5 removed18 unchanged
2023 filing
2024 filing
Biggest change(2) The value of the restricted shares withheld is the closing price of the Company's common stock on the date the relevant transaction occurs.
Biggest change(2) The value of the restricted shares withheld is the closing price of the Company's common stock on the date the relevant transaction occurs. 64 Performance Graph The following chart compares the cumulative total shareholder return on the Company’s common stock during the period between our IPO on April 23, 2021 and December 31, 2024, with the cumulative total return on the NASDAQ Composite Index and the S&P Healthcare Equipment Select Industry Index.
See the risk factor entitled "Our information technology systems may be subject to breaches, cyber-attacks or other disruptions that could, among other adverse consequences, cause us to violate laws and regulations and could adversely affect our business, results of operations, financial condition, cash flows, reputation or competitive position." 61 Cybersecurity Governance Our Board of Directors considers cybersecurity risk as part of its risk oversight function and has delegated to the Audit Committee responsibility for oversight of risk assessment and risk management, including cybersecurity, and the Company's policies and controls relating to information technology, management information systems, and cybersecurity.
See the risk factor entitled "Our information technology systems may be subject to breaches, cyber-attacks or other disruptions that could, among other adverse consequences, cause us to violate laws and regulations and could adversely affect our business, results of operations, financial condition, cash flows, reputation or competitive position." Cybersecurity Governance Our Board of Directors considers cybersecurity risk as part of its risk oversight function and has delegated to the Audit Committee responsibility for oversight of risk assessment and risk management, including cybersecurity, and the Company's policies and controls relating to information technology, management information systems, and cybersecurity.
This includes awareness of phishing, malware, social engineering, and overall security best practices for new and existing employees. We also perform periodic, independent risk assessments that consider four primary areas of risk: physical, digital, social, and administrative/governance.
This includes awareness of phishing, malware, social engineering, and 61 overall security best practices for new and existing employees. We also perform periodic, independent risk assessments that consider four primary areas of risk: physical, digital, social, and administrative/governance.
Our cybersecurity team includes a former chief information security officer for large healthcare organizations, a former head of global security for a major enterprise cybersecurity platform, and other similarly credentialed professionals. Our CIO, Security Officer reports to the Chief Financial Officer and provides regular reports to the Audit Committee on cybersecurity policies, procedures, and risk and remediation efforts.
Our cybersecurity team includes a former chief information security officer for large healthcare organizations, a former head of global security for a major enterprise cybersecurity platform, and other similarly credentialed professionals. Our CICSO reports to the Chief Financial Officer and provides regular reports to the Audit Committee on cybersecurity policies, procedures, and risk and remediation efforts.
Our CIO, Security Officer also serves on our Disclosure Committee and has regular dialogue with the senior management team on information security matters and risk management practices. The CIO, Security Officer is regularly informed about the latest developments in cybersecurity, including potential threats and innovative risk management techniques.
Our CICSO also serves on our Disclosure Committee and has regular dialogue with the senior management team on information security matters and risk management practices. The CICSO is regularly informed about the latest developments in cybersecurity, including potential threats and innovative risk management techniques.
Since we understand that cybersecurity threats are complex and evolving, we have a dedicated team of both internal and external cybersecurity experts, which is led by our Chief Information Officer (CIO), Security Officer.
Since we understand that cybersecurity threats are complex and evolving, we have a dedicated team of both internal and external cybersecurity experts, which is led by our Chief Information & Cybersecurity Officer ("CICSO").
Share Repurchases The following table presents the information with respect to purchases made by us of our common stock during the three months ended December 31, 2023: Period Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs October 1 to October 31, 2023 (1)(2) 1,218 $ 10.52 - - November 1 to November 30, 2023 - - - - December 1 to December 31, 2023 - - - - Totals 1,218 $ 10.52 - - (1) Includes restricted shares withheld pursuant to the terms of awards under the Company’s share-based compensation plans to offset tax withholding obligations that occur upon vesting and release of restricted shares.
Share Repurchases The following table presents the information with respect to purchases made by us of our common stock during the three months ended December 31, 2024: Period Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs October 1 to October 31, 2024 — $ — — — November 1 to November 30, 2024 (1)(2) 3,787 8.29 — — December 1 to December 31, 2024 — — — — Totals 3,787 $ 8.29 — — (1) Includes restricted shares withheld pursuant to the terms of awards under the Company’s share-based compensation plans to offset tax withholding obligations that occur upon vesting and release of restricted shares.
The CIO, Security Officer has over three decades of technology experience, working for leading technology and consulting companies and previously served as CIO, Security Officer for both public and private medical device and healthcare organizations.
The CICSO has over three decades of technology experience, working for leading technology and consulting companies and previously served as chief information and cybersecurity officer for both public and private medical device and healthcare organizations.
Since many of our shares of common stock are held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of stockholders represented by these record holders.
Holders of Record At February 19, 2025, there were approximately 22 stockholders of record of our common stock. Since many of our shares of common stock are held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of stockholders represented by these record holders.
We also continue to lease a part of our previous corporate headquarters location until August 2026 and have entered into subleases for this space. Ite m 3. Legal Proceedings We are not currently party to any material legal proceedings.
We also continue to lease a part of our previous corporate headquarters location until August 2026 and have entered into subleases for this space for the remainder of our lease term. Ite m 3.
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our common stock began trading on the NASDAQ Global Select Market under the symbol "TMCI" on April 23, 2021.
Mine Safety Disclosures Not applicable. 63 PART II It em 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our common stock began trading on the NASDAQ Global Select Market under the symbol "TMCI" on April 23, 2021. Prior to that time, there was no public market for our common stock.
Properties As of December 31, 2023, we leased approximately 125,000 square feet for our corporate headquarters located in Ponte Vedra, Florida under a lease agreement which terminates in July 2032. We believe that this facility is sufficient to meet our current and anticipated needs in the future and that additional space can be obtained on commercially reasonable terms as needed.
Properties As of December 31, 2024, we leased approximately 125,000 square feet for our corporate headquarters located in Ponte Vedra, Florida under a lease agreement which terminates in July 2032.
Removed
We may, however, in the ordinary course of business, face various claims brought against us by third parties and we may, from time to time, make claims or take legal actions to assert our rights, including our intellectual property rights, restrictive covenants and contractual claims.
Added
We believe that this facility is sufficient to meet our current and anticipated needs in the future and that additional space can be obtained on commercially reasonable terms as 62 needed.
Removed
For more information, see the discussion of legal matters in Part II, Item 8, Note 8, "Commitments and Contingencies," of the Notes to the Financial Statements. It em 4. Mine Safety Disclosures Not applicable. PART II It em 5.
Added
Legal Proceedings We are not a party to any legal proceedings which we believe would have a material adverse effect on our business or results of operations. From time to time, we may become involved in various legal proceedings that arise in the ordinary course of our business.
Removed
Prior to that time, there was no public market for our common stock. 62 Holders of Record At February 22, 2024, there were approximately 24 stockholders of record of our common stock.
Added
On October 14, 2024, we filed a lawsuit against Stryker Corporation and its subsidiary Wright Medical Technology, Inc. alleging infringement of 9 patents related to our innovative Lapiplasty 3D Bunion Correction technologies and unfair competition. The suit was filed in the United States District Court for the District of New Jersey, and seeks injunctive relief and damages. It em 4.
Removed
Performance Graph We previously qualified as a "smaller reporting company," as defined in Rule 12b-2 under the Exchange Act, and have been permitted to rely, and have relied, on the reduced disclosure requirements available to smaller reporting companies, including not being required to provide the information required by this item pursuant to Item 201(e) of Regulation S-K.
Added
The comparison assumes $100 was invested on the date of the Company's IPO in the Company’s common stock and in each of the foregoing indices and assumes the reinvestment of all dividends. The comparisons in the graph are based upon historical data and are not indicative of, nor intended to forecast, future performance of the Company’s common stock.
Removed
Our ability to rely on the reduced disclosure requirements available to smaller reporting companies will cease after the filing of this Annual Report and our definitive proxy statement related to our 2024 Annual Meeting of Stockholders (the "2024 Proxy Statement"), including those portions of the 2024 Proxy Statement that will be incorporated by reference into Part III of this Annual Report.
Item 6. [Reserved]
Selected Financial Data — reserved (removed by SEC in 2021)
220 edited+53 added−49 removed171 unchanged
Item 6. [Reserved]
Selected Financial Data — reserved (removed by SEC in 2021)
220 edited+53 added−49 removed171 unchanged
2023 filing
2024 filing
Biggest changeStatements of Stockholders ' Equity (in thousands, except share amounts) Accumulated Convertible Additional Other Total Preferred Stock Common Stock Paid-In Accumulated Comprehensive Treasury Stockholders’ Shares Amount Shares Amount Capital Deficit Loss Stock Equity Balances at January 1, 2021 6,687,475 $ 7,935 37,366,865 $ 28 $ 14,166 $ ( 21,353 ) $ — $ — $ 776 Issuance of common stock upon exercise of stock options — — 2,368,705 2 1,828 — — — 1,830 Issuance of restricted stock awards — — 24,895 — — — — — — Share-based compensation expense — — — — 3,409 — — — 3,409 Issuance of common stock from public offering, net of issuance costs and underwriting discount of $ 10.6 million — — 6,953,125 7 107,603 — — — 107,610 Issuance of common stock upon net exercise of warrants — — 621,570 1 ( 1 ) — — — — Conversion of convertible preferred stock and accrued dividends on convertible preferred stock into common stock ( 6,687,475 ) ( 7,935 ) 6,845,922 7 7,928 — — — — Net loss — — — — — ( 20,552 ) ( 20,552 ) Balances at December 31, 2021 — $ — 54,181,082 $ 45 $ 134,933 $ ( 41,905 ) $ — $ — $ 93,073 Issuance of common stock upon exercise of stock options — — 1,444,626 10 2,177 — — — 2,187 Issuance of common stock for vesting of restricted stock units — — 2,500 — — — — — — Share-based compensation expense — — — — 8,111 — — — 8,111 Net loss — — — — — ( 42,815 ) — — ( 42,815 ) Unrealized loss on available-for-sale marketable securities — — — — — — ( 27 ) — ( 27 ) Balances at December 31, 2022 — $ — 55,628,208 $ 55 $ 145,221 $ ( 84,720 ) $ ( 27 ) $ — $ 60,529 Issuance of common stock upon exercise of stock options — — 495,337 1 1,868 — — — 1,869 Issuance of common stock for vesting of restricted stock units — — 149,919 — — — — — — Share-based compensation expense — — — — 17,363 — — — 17,363 Issuance of common stock from public offering, net of issuance costs and underwriting discount of $ 7.5 million 5,476,190 6 107,521 — — — 107,527 Net loss — — — — — ( 49,527 ) — — ( 49,527 ) Unrealized loss on available-for-sale marketable securities — — — — — 190 — 190 Shares directly withheld from employees for tax payment — — — — — ( 13 ) ( 13 ) Balances at December 31, 2023 — $ — 61,749,654 $ 62 $ 271,973 $ ( 134,247 ) $ 163 $ ( 13 ) $ 137,938 The accompanying notes are an integral part of these financial statements. 79 TREACE MEDICAL CONCEPTS, INC.
Biggest changeStatements of Stockholders ' Equity (in thousands, except share amounts) Accumulated Additional Other Total Common Stock Paid-In Accumulated Comprehensive Treasury Stockholders’ Outstanding Shares Amount Capital Deficit Income (Loss) Stock Equity Balances at January 1, 2022 54,181,082 $ 45 $ 134,933 $ ( 41,905 ) $ — $ — $ 93,073 Issuance of common stock upon exercise of stock options 1,444,626 10 2,177 — — — 2,187 Issuance of common stock for vesting of restricted stock units 2,500 — — — — — — Share-based compensation expense — — 8,111 — — — 8,111 Net loss — — — ( 42,815 ) — — ( 42,815 ) Unrealized gain (loss) on available-for-sale marketable securities — — — — ( 27 ) — ( 27 ) Balances at December 31, 2022 55,628,208 $ 55 $ 145,221 $ ( 84,720 ) $ ( 27 ) $ — $ 60,529 Issuance of common stock upon exercise of stock options 495,337 1 1,868 — — — 1,869 Issuance of common stock for vesting of restricted stock units 149,919 — — — — — — Share-based compensation expense — — 17,363 — — — 17,363 Issuance of common stock from public offering, net of issuance costs and underwriting discount of $ 7.5 million 5,476,190 6 107,521 — — — 107,527 Net loss — — — ( 49,527 ) — — ( 49,527 ) Unrealized gain (loss) on available-for-sale marketable securities — — — — 190 — 190 Shares directly withheld from employees for tax payment — — — — — ( 13 ) ( 13 ) Balances at December 31, 2023 61,749,654 $ 62 $ 271,973 $ ( 134,247 ) $ 163 $ ( 13 ) $ 137,938 Issuance of common stock upon exercise of stock options 292,217 — 428 — — — 428 Issuance of common stock for vesting of restricted stock units 342,012 — — — — — — Share-based compensation expense — — 30,603 — — — 30,603 Net loss — — — ( 55,743 ) — — ( 55,743 ) Unrealized gain (loss) on available-for-sale marketable securities — — — — ( 66 ) — ( 66 ) Shares directly withheld from employees for tax payment ( 22,173 ) — — — — ( 268 ) ( 268 ) Balances at December 31, 2024 62,361,710 $ 62 $ 303,004 $ ( 189,990 ) $ 97 $ ( 281 ) $ 112,892 The accompanying notes are an integral part of these financial statements. 80 TREACE MEDICAL CONCEPTS, INC.
Net Cash Used in Investing Activities Net cash used in investing activities for the year ended December 31, 2023 was $81.3 million consisting of $169.9 million in purchases of marketable securities available for sale, $20.0 million for the acquisition of the RPM-3D assets, and $11.5 million in purchases of property and equipment, partially offset by $120.0 million in sales and maturities of marketable securities available for sale.
Net cash used in investing activities for the year ended December 31, 2023 was $81.3 million consisting of $169.9 million in purchases of marketable securities available for sale, $20.0 million for the acquisition of the RPM-3D assets, and $11.5 million in purchases of property and equipment, partially offset by $120.0 million in sales and maturities of marketable securities available for sale.
Net Cash Provided by Financing Activities Net cash provided by financing activities for the year ended December 31, 2023 was $109.4 million, consisting of $107.5 million of net cash proceeds from our public offering of common stock in the first quarter of 2023 and $1.9 million from the exercise of stock options.
Net cash provided by financing activities for the year ended December 31, 2023 was $109.4 million, consisting of $107.5 million of net cash proceeds from our public offering of common stock in the first quarter of 2023 and $1.9 million from the exercise of stock options.
Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.
Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods.
Each royalty agreement: (i) confirms the irrevocable transfer to the Company of all pertinent intellectual property rights; (ii) sets the applicable royalty rate; (iii) sets the period of time during which royalties are payable; (iv) is for a term of three years , renewable by the parties, and may be terminated by either party on 90 days ' notice for convenience (provided that if terminated by the Company for convenience the obligation to pay royalties is not affected); and (v) prohibits the payment of royalties on products sold to entities and/or individuals with whom the surgeon advisor or any other surgeon advisor entitled to royalties is affiliated.
Each royalty agreement: (i) is for a term of three years , renewable by the parties, and may be terminated by either party on 90 days ' notice for convenience (provided that if terminated by the Company for convenience the obligation to pay royalties is not affected); (ii) confirms the irrevocable transfer to the Company of all pertinent intellectual property rights; (iii) sets the applicable royalty rate; (iv) sets the period of time during which royalties are payable; and (v) prohibits the payment of royalties on products sold to entities and/or individuals with whom the surgeon advisor or any other surgeon advisor entitled to royalties is affiliated.
The shares underlying outstanding and unexercised options granted to employees, directors and consultants under the 2014 Plan may become available for issuance under the 2021 Plan as follows: 98 (i) to the extent that such an option award terminates, expires or lapses for any reason or is settled in cash without the delivery of shares, any shares subject to the award at such time will be available for future grants under the 2021 Plan; (ii) to the extent shares are tendered or withheld to satisfy the grant, exercise price or tax withholding obligation with respect to any award under the 2014 Plan, such tendered or withheld shares will be available for future grants under the 2021 Plan; and (iii) to the extent that the Company repurchases the shares prior to vesting so that shares are returned to the Company, such shares will be available for future grants under the 2021 Plan.
The shares underlying outstanding and unexercised options granted to employees, directors and consultants under the 2014 Plan may become available for issuance under the 2021 Plan as follows: (i) to the extent that such an option award terminates, expires or lapses for any reason or is settled in cash without the delivery of shares, any shares subject to the award at such time will be available for future grants under the 2021 Plan; (ii) to the extent shares are tendered or withheld to satisfy the grant, exercise price or tax withholding obligation with respect to any award under the 2014 Plan, such tendered or withheld shares will be available for future grants under the 2021 Plan; and (iii) to the extent that the Company repurchases the shares prior to vesting so that shares are returned to the Company, such shares will be available for future grants under the 2021 Plan.
Stock Options Options under the 2021 Plan may be granted for periods of up to 10 years at exercise prices no less than the fair market value of the Company's common stock on the date of grant; provided, however, that the exercise price of an incentive stock option granted to a 10 % stockholder may not be less than 110 % of the fair market value of the shares on the date of grant and such option may not be exercisable after the expiration of five years from the date of grant.
Stock Options Options under the 2021 Plan may be granted for periods of up to 10 years at exercise prices no less than the fair market value of the Company's common stock on the date of grant; provided, however, that the exercise price of an incentive stock option granted to a 10 % stockholder may not be less than 110 % of the fair market value of the shares on the date of grant and such 100 option may not be exercisable after the expiration of five years from the date of grant.
Significant assumptions used in those methodologies include the timing and amounts of cash flow projections, including revenue growth rates, obsolescence rates, margins, royalty rates, counterparty risk rates, and other discount rates. Intangibles Definite-life intangible assets are assessed for impairment upon triggering events that indicate that the carrying value of an asset may not be recoverable.
Significant assumptions used in those methodologies include the timing and amounts of cash flow projections, including revenue growth rates, obsolescence rates, margins, royalty rates, counterparty risk rates, and other discount rates. 82 Intangibles Definite-life intangible assets are assessed for impairment upon triggering events that indicate that the carrying value of an asset may not be recoverable.
Goodwill is not amortized and is assessed for impairment using fair value measurement techniques on an annual basis or more frequently if facts and circumstances warrant such a review. Goodwill is considered to be impaired if we determine that the carrying value of our reporting unit exceeds its respective fair value.
Goodwill is not amortized and is assessed for impairment using fair value measurement techniques on an annual basis or more frequently if facts and 74 circumstances warrant such a review. Goodwill is considered to be impaired if we determine that the carrying value of our reporting unit exceeds its respective fair value.
If the asset's carrying value is determined to not be recoverable, the impairment to be recognized is measured by the amount by which the carry amount exceeds the fair market value of the intangible asset. Calculating cash flows for this measurement requires us to make significant estimates and assumptions related to forecasts of future revenues, expenses and discount rates.
If the asset's carrying value is determined to not be recoverable, the impairment to be recognized is measured by the amount by which the carrying amount exceeds the fair market value of the intangible asset. Calculating cash flows for this measurement requires us to make significant estimates and assumptions related to forecasts of future revenues, expenses and discount rates.
Lease liabilities and their corresponding right-of-use assets are recorded based on the present value of lease payments over the expected lease term. The Company determines the commencement date of a lease to be the date on which a lessor makes an underlying asset available for use by the Company.
Lease liabilities and their corresponding right-of-use assets are recorded based on the present value of lease payments over the expected lease 84 term. The Company determines the commencement date of a lease to be the date on which a lessor makes an underlying asset available for use by the Company.
The correlation coefficients are derived from the price data used to calculate expected volatility and are used to model the way in which each entity's stock price tends to move in relation to the peer company group. • Risk-Free Interest Rate . The risk-free interest rate is based on the U.S.
The correlation coefficients are derived from the price data used to calculate expected volatility and are used to model the way in which each entity's stock price tends to move in relation to the peer company group. 88 • Risk-Free Interest Rate . The risk-free interest rate is based on the U.S.
Our gross margin has been and will continue to be affected by a variety of factors, primarily average selling prices, production and ordering volumes, change in mix of customers and products, third-party manufacturing costs and cost-reduction strategies.
Our gross margin has been and will continue to be affected by a variety of factors, primarily average selling prices, production, and ordering volumes, change in mix of customers, third-party manufacturing costs and cost-reduction strategies.
Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2023, the end of the period covered by this Annual Report, our disclosure controls and procedures were effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2024, the end of the period covered by this Annual Report, our disclosure controls and procedures were effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
In 2023, in addition to the acquisition of the assets of RPM-3D discussed above, we began the market release of (1) the SpeedPlate fixation platform, which can be used in the Lapiplasty and Adductoplasty Procedures, as well as other common bone fusion procedures of the foot, (2) the Hammertoe PEEK Fixation System designed to address hammertoe, claw toe and mallet toe deformities, which often present concomitantly with bunions, and (3) LapiTome and RazorTome Osteotomes, which are sterile, single-use instruments that are designed to facilitate more efficient removal and release of bone slices and soft tissue in Lapiplasty and Adductoplasty cases.
In 2023, in addition to the acquisition of the assets of RPM-3D, we began the market release of (1) the SpeedPlate fixation platform, which can be used in the Lapiplasty and Adductoplasty Procedures, as well as other common bone fusion procedures of the foot, (2) the Hammertoe PEEK Fixation System designed to address hammertoe, claw toe and mallet toe deformities, which often present concomitantly with bunions, and (3) LapiTome and RazorTome Osteotomes, which are sterile, single-use instruments that are designed to facilitate more efficient removal and release of bone slices and soft tissue in Lapiplasty and Adductoplasty cases.
The Company identifies the instrument trays as a lease component and the implants and other single use products as a non-lease component in its arrangements with its customers. The Company concluded that the non-lease component is predominant, and as such, elected the practical expedient to not separate the lease and non-lease components.
The Company identifies the instrument trays as a lease component and the implants and other single-use products as a non-lease component in its arrangements with its customers. The Company concluded that the non-lease component is 85 predominant, and as such, elected the practical expedient to not separate the lease and non-lease components.
Hair S-1/A 333-254863 10.6 4-19-21 10.3+ Change in Control Severance Agreement by and between Treace Medical Concepts, Inc. and Aaron Berutti 10-Q 001-40355 10.2 11-4-21 107 10.4+ Change in Control Severance Agreement by and between Treace Medical Concepts, Inc. and Scot M.
Hair S-1/A 333-254863 10.6 4-19-21 10.3+ Change in Control Severance Agreement by and between Treace Medical Concepts, Inc. and Aaron Berutti 10-Q 001-40355 10.2 11-4-21 10.4+ Change in Control Severance Agreement by and between Treace Medical Concepts, Inc. and Scot M.
As products are commercialized with the assistance of members of the Surgeon Advisory Board and other surgeon consultants, the Company may agree to enter into a royalty agreement if the consultant's contributions to the product are novel, significant and innovative.
As products are commercialized with the assistance of members of the Surgeon Advisory Board and other surgeon consultants, the Company may agree to enter into a royalty agreement if such consultant's contributions to the product are novel, significant and innovative.
The closing price for the Company and each peer company on the grant date. • Expected Volatility . The expected volatility is the historical stock volatilities for the Company and each peer company within the index over the period of time that is consistent with the measurement period for the awards. 87 • Correlation Coefficients.
The closing price for the Company and each peer company on the grant date. • Expected Volatility . The expected volatility is the historical stock volatilities for the Company and each peer company within the index over the period of time that is consistent with the measurement period for the awards. • Correlation Coefficients.
Each of the royalty agreements may be subsequently amended to add the license of additional intellectual property covering new products, and as a result, multiple royalty rates and duration of royalty payments may be included in one royalty agreement.
Each of the royalty agreements may be subsequently amended to add the license of additional intellectual 96 property covering new products, and as a result, multiple royalty rates and duration of royalty payments may be included in one royalty agreement.
It is the Company's policy to include penalties and interest expense related to income taxes as part of the provision for income taxes. 86 Product Liability The Company believes it carries adequate insurance for possible product liability claims.
It is the Company's policy to include penalties and interest expense related to income taxes as part of the provision for income taxes. Product Liability The Company believes it carries adequate insurance for possible product liability claims.
Net cash provided by financing activities for the year ended December 31, 2022 was $20.8 million, consisting of $53.5 million of net cash proceeds from the term loan agreement and revolving loan facility with MidCap and $2.2 million from the exercise of stock options, partially offset by the $33.9 million repayment of the CRG Group L.P. term loan and $1.0 million of third party debt issuance costs paid to related to the new MidCap borrowings.
Net cash provided by financing activities for the year ended December 31, 2022 was $20.8 million, consisting of $53.5 million of net cash proceeds from the term loan agreement and revolving loan facility with MidCap and $2.2 million from the 73 exercise of stock options, partially offset by the $33.9 million repayment of the CRG Group L.P. term loan and $1.0 million of third party debt issuance costs related to the new MidCap borrowings.
The occurrence and duration of offering periods under the ESPP are subject to the determinations of the Company's Compensation Committee, in its sole discretion. The Company has not yet commenced any enrollment periods under the ESPP.
The occurrence and duration of offering periods under the ESPP are subject to the determinations of the Company's 102 Compensation Committee, in its sole discretion. The Company has not yet commenced any enrollment periods under the ESPP.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) ("PCAOB"), the Company’s internal control over financial reporting as of December 31, 2023, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"), and our report dated February 27, 2024 expressed "an unqualified opinion".
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) ("PCAOB"), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"), and our report dated February 27, 2025 expressed "an unqualified opinion".
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by this item is incorporated by reference from our definitive Proxy Statement to be filed with the SEC in connection with our 2024 Annual Meeting of Stockholders within 120 days after the end of the fiscal year ended December 31, 2023. It em 13.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by this item is incorporated by reference from our definitive Proxy Statement to be filed with the SEC in connection with our 2025 Annual Meeting of Stockholders within 120 days after the end of the fiscal year ended December 31, 2024. It em 13.
Elder 10-K 001-40355 10.7 3-4-22 10.5+ Change in Control Severance Agreement by and between Treace Medical Concepts, Inc. and Sean F.
Elder 10-K 001-40355 10.7 3-4-22 108 10.5+ Change in Control Severance Agreement by and between Treace Medical Concepts, Inc. and Sean F.
Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X 32.2# Certification of Principal Financial Officer Pursuant to 18 U.S.C.
Section 1350, as X 109 Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2# Certification of Principal Financial Officer Pursuant to 18 U.S.C.
Certain Relationships and Related Transactions, and Director Independence The information required by this item is incorporated by reference from our definitive Proxy Statement to be filed with the SEC in connection with our 2024 Annual Meeting of Stockholders within 120 days after the end of the fiscal year ended December 31, 2023. Ite m 14.
Certain Relationships and Related Transactions, and Director Independence The information required by this item is incorporated by reference from our definitive Proxy Statement to be filed with the SEC in connection with our 2025 Annual Meeting of Stockholders within 120 days after the end of the fiscal year ended December 31, 2024. Ite m 14.
Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. 103 Report of Independent Registered Public Accounting Firm Board of Directors and Stockholders Treace Medical Concepts, Inc. Opinion on internal control over financial reporting We have audited the internal control over financial reporting of Treace Medical Concepts, Inc.
Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. 104 Report of Independent Registered Public Accounting Firm Board of Directors and Stockholders Treace Medical Concepts, Inc. Opinion on internal control over financial reporting We have audited the internal control over financial reporting of Treace Medical Concepts, Inc.
Changes in internal control over financial reporting There was no change in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended December 31, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Changes in internal control over financial reporting There was no change in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended December 31, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Each of the royalty agreements with our surgeon consultants prohibits the payment of royalties on products sold to entities and/or individuals with whom any of the surgeon advisors is affiliated. Operating Lease We have commitments for future payments related to our new corporate headquarters office located in Ponte Vedra, Florida.
Each of the royalty agreements with our surgeon consultants prohibits the payment of royalties on products sold to entities and/or individuals with whom any of the surgeon consultants is affiliated. Operating Lease We have commitments for future payments related to our corporate headquarters office located in Ponte Vedra, Florida.
Financial Statements and Supplementary Data INDEX TO FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm (PCAOB ID Number 248 ) 76 Balance Sheets 77 Statements of Operations and Comprehensive Loss 78 Statements of Stockholders' Equity 79 Statements of Cash Flows 80 Notes to Financial Statements 81 75 Report of Independent Registered Public Accounting Firm Board of Directors and Stockholders Treace Medical Concepts, Inc.
Financial Statements and Supplementary Data INDEX TO FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm (PCAOB ID Number 248 ) 77 Balance Sheets 78 Statements of Operations and Comprehensive Loss 79 Statements of Stockholders' Equity 80 Statements of Cash Flows 81 Notes to Financial Statements 82 76 Report of Independent Registered Public Accounting Firm Board of Directors and Stockholders Treace Medical Concepts, Inc.
Executive Compensation The information required by this item is incorporated by reference from our definitive Proxy Statement to be filed with the SEC in connection with our 2024 Annual Meeting of Stockholders within 120 days after the end of the fiscal year ended December 31, 2023. It em 12.
Executive Compensation The information required by this item is incorporated by reference from our definitive Proxy Statement to be filed with the SEC in connection with our 2025 Annual Meeting of Stockholders within 120 days after the end of the fiscal year ended December 31, 2024. It em 12.
The other information required by this item is incorporated by reference from our definitive Proxy Statement to be filed with the SEC in connection with our 2024 Annual Meeting of Stockholders within 120 days after the end of the fiscal year ended December 31, 2023. It em 11.
The other information required by this item is incorporated by reference from our definitive Proxy Statement to be filed with the SEC in connection with our 2025 Annual Meeting of Stockholders within 120 days after the end of the fiscal year ended December 31, 2024. It em 11.
Our sales volumes in subsequent first calendar quarters also tend to be lower as a result of adverse weather and by resetting annual patient healthcare insurance plan deductibles, both of which may cause patients to delay elective procedures; however, in some years the first quarter may benefit from additional sales volumes when high patient demand for surgeries in the fourth quarter cannot be fully accommodated and those surgical procedures are rolled over into the first quarter.
Our sales volumes in subsequent first calendar quarters also tend to be lower versus the prior year fourth quarters as a result of adverse weather and by resetting annual patient healthcare insurance plan deductibles, both of which may cause patients to delay elective procedures; however, in some years the first quarter may benefit from additional sales volumes when high patient demand for surgeries in the fourth quarter cannot be fully accommodated and those surgical procedures are rolled over into the first quarter.
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.
In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) ("PCAOB"), the financial statements of the Company as of and for the year ended December 31, 2023, and our report dated February 27, 2024 expressed "an unqualified opinion" on those financial statements.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) ("PCAOB"), the financial statements of the Company as of and for the year ended December 31, 2024, and our report dated February 27, 2025 expressed "an unqualified opinion" on those financial statements.
Depreciation of property and equipment is recorded using the straight-line method over the following estimated useful lives as follows: Years Furniture, fixtures and equipment 7 Machinery and equipment 3 or 5 Capitalized surgical instruments 3 Computer equipment 3 Leasehold improvements Lesser of estimated useful life or lease term Software 3 Long-lived assets are evaluated whenever a change in circumstances indicates that the carrying amount of an asset may not be recoverable.
Depreciation of property and equipment is recorded using the straight-line method over the following estimated useful lives as follows: Years Furniture, fixtures and equipment 7 Machinery and equipment 3 or 5 Capitalized surgical instruments 3 Computer equipment 3 Leasehold improvements Lesser of estimated useful life or lease term Software and website development costs 3 Long-lived assets are evaluated whenever a change in circumstances indicates that the carrying amount of an asset may not be recoverable.
(a Delaware corporation) (the "Company") as of December 31, 2023 and 2022, the related statements of operations and comprehensive loss, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and financial statement schedules included under Item 15(a) (collectively referred to as the "financial statements").
(a Delaware corporation) (the "Company") as of December 31, 2024 and 2023, the related statements of operations and comprehensive loss, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and financial statement schedules included under Item 15(a) (collectively referred to as the "financial statements").
Diluted net loss per share is computed by dividing the net loss by the weighted-average number of common shares and potentially dilutive securities outstanding for the period. For purposes of the diluted net loss per share calculation, common stock options, unvested restricted stock units and restricted stock awards are considered to be potentially dilutive securities.
Diluted net loss per share is computed by dividing the net loss by the weighted-average number of common shares and potentially dilutive securities outstanding for the period. For purposes of the diluted net loss per share calculation, common stock options, unvested restricted stock units, performance-based restricted stock units, and restricted stock awards are considered to be potentially dilutive securities.
Accounts Receivable and Allowances Accounts receivable are generally from hospitals and ambulatory surgery centers and are stated at amounts billed less allowances for doubtful accounts. The Company continually monitors customer payments and maintains an allowance for losses resulting from a customer's inability to make required payments.
Accounts Receivable and Allowances Accounts receivable are generally from hospitals and ambulatory surgery centers and are stated at amounts billed less allowances for credit losses. The Company continually monitors customer payments and maintains an allowance for credit losses resulting from a customer's inability to make required payments.
Item 6. [Reserved] 63 It em 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and related notes thereto included elsewhere in this Annual Report.
Item 6. [Reserved] 65 It em 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and related notes thereto included elsewhere in this Annual Report.
Therefore, the overall arrangement is accounted for under ASC 606. Implant kits, single use instruments, and other ancillary products are sold in the United States through a combination of a direct employee sales force and independent sales agencies.
Therefore, the overall arrangement is accounted for under ASC 606. Implant kits, single use instruments, and other complementary products are sold in the United States through a combination of a direct employee sales force and independent sales agencies.
Interest is payable monthly in arrears on the first day of each month and on the maturity of the loan agreements. The term loan agreement and the revolving loan facility are accruing interest as of December 31, 2023 at the capped interest rates of 9 % and 7 %, respectively.
Interest is payable monthly in arrears on the first day of each month and on the maturity of the loan agreements. The term loan agreement and the revolving loan facility are accruing interest as of December 31, 2024 at the capped interest rates of 9 % and 7 %, respectively.
Income Taxes The Company has no t recorded an income tax provision for years ended December 31, 2023, 2022, and 2021 due to its operating losses. All losses before income taxes were generated in the United States.
Income Taxes The Company has no t recorded an income tax provision for years ended December 31, 2024, 2023, and 2022 due to its operating losses. All losses before income taxes were generated in the United States.
While we continuously work with suppliers to mitigate higher costs and longer lead times and continue to invest in our direct sales channel, patient education initiatives, clinical evidence and product innovations to build demand for our products, we expect these macro-economic challenges to continue for the foreseeable future, which likely will impact our results of operations.
While we continuously work with suppliers to mitigate higher costs and continue to invest in our direct sales channel, patient education initiatives, clinical evidence and product innovations to build demand for our products, we expect these macro-economic challenges to continue for the foreseeable future, which likely will impact our results of operations.
As of December 31, 2023 and 2022 , the Company has royalty agreements with certain members of its Surgeon Advisory Board and other surgeon consultants providing for royalties based on each individual's level of contribution.
As of December 31, 2024 and 2023 , the Company has royalty agreements with certain members of its Surgeon Advisory Board and other surgeon consultants providing for royalties based on each individual's level of contribution.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.
Treace Title Chief Executive Officer, Founder and Director (Principal Executive Officer) Date February 27, 2024 John T. Treace /s/ Mark L. Hair Mark L. Hair Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) February 27, 2024 /s/ James T. Treace James T. Treace Chairman of the Board of Directors February 27, 2024 /s/ John K. Bakewell John K.
Treace Title Chief Executive Officer, Founder and Director (Principal Executive Officer) Date February 27, 2025 John T. Treace /s/ Mark L. Hair Mark L. Hair Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) February 27, 2025 /s/ James T. Treace James T. Treace Chairman of the Board of Directors February 27, 2025 /s/ John K. Bakewell John K.
As of December 31, 2023 all marketable securities mature within two years, except for asset-backed securities. Asset-backed securities are not due at a single maturity date. As such, these securities were not included.
As of December 31, 2024 all marketable securities mature within two years, except for asset-backed securities. Asset-backed securities are not due at a single maturity date. As such, these securities were not included.
(a Delaware corporation) (the "Company") as of December 31, 2023, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").
(a Delaware corporation) (the "Company") as of December 31, 2024, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").
Accruals for product liability claims and legal defense costs in excess of insured amounts are recorded if it is probable that a liability has been incurred and the amount of any liability can be reasonably estimated. No accruals for product liability claims had been recorded as of December 31, 2023 and 2022 .
Accruals for product liability claims and legal defense costs in excess of insured amounts are recorded if it is probable that a liability has been incurred and the 87 amount of any liability can be reasonably estimated. No accruals for product liability claims had been recorded as of December 31, 2024 and 2023 .
The Company is obligated to make additional payments of up to $ 10.0 million in cash upon completion of certain milestones as follows: $ 3.5 million upon completion of certain transition services at 12 months from the closing date, $ 3.5 million upon completion of certain technological advancement milestones within 12 months of the closing date, and, subject to prior completion of the transition services and the technological advancement milestones, up to $ 3.0 million upon the issuance of certain patent claims.
The Company agreed to make additional payments of up to $ 10.0 million in cash upon completion of certain milestones as follows: $ 3.5 million upon completion of certain transition services at 12 months from the closing date, $ 3.5 million upon completion of certain technological advancement milestones within 12 months of the closing date, and, subject to prior completion of the transition services and the technological advancement milestones, up to $ 3.0 million upon the issuance of certain patent claims.
Revenue recognition occurs for the majority of our sales when control of the product transfers to the customer, which is generally at the time the product is used in surgery. The Company also generates a small percentage of total revenues from the sale of 85 products when the products are ordered in advance of a surgery procedure.
Revenue recognition occurs for the majority of its sales when control of the product transfers to the customer, which is generally at the time the product is used in surgery. The Company also generates a small percentage of total revenues from the sale of products when the products are ordered in advance of a surgery procedure.
We believe that our existing cash and cash equivalents, marketable securities, available debt borrowings, and expected revenues will be sufficient to meet our capital requirements and fund our operations for at least the next 12 months from the date of the issuance of these financial statements.
We believe that our existing cash and cash equivalents, marketable securities, available debt borrowings and expected revenues will be sufficient to meet our capital requirements and fund our operations for at least twelve months from the date of issuance of these financial statements.
It em 16. Form 10-K Summary None. 109 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized . Treace Medical Concepts, Inc. Date: February 27, 2024 By: /s/ Mark L.
It em 16. Form 10-K Summary None. 110 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized . Treace Medical Concepts, Inc. Date: February 27, 2025 By: /s/ Mark L.
As of December 31, 2023 , the entire balance is classified as current due to the timing of the expected payment. The change in fair value for the contingent consideration related to the technological advancements milestone payment is classified as research and development expense within the Statements of Operations and Comprehensive Loss.
As of December 31, 2023, the balance was classified as current due to the timing of the expected payment. The change in fair value for the contingent consideration related to the technological advancements milestone payment was classified as research and development expense within the Statements of Operations and Comprehensive Loss.
Based on the borrowing rates currently available to the Company for debt with similar terms and consideration of default and credit risk, the carrying value of the term loan approximates their fair value. The Company's available-for-sale securities portfolio consists of investments in U.S. treasury and government agency securities, commercial paper, corporate debt securities, asset-backed securities, and Yankee CDs.
Based on the borrowing rates currently available to the Company for debt with similar terms and consideration of default and credit risk, the carrying value of the term loan approximates fair value. The Company's available-for-sale securities portfolio may consist of investments in U.S. treasury and government agency securities, commercial paper, corporate debt securities, asset-backed securities, and Yankee CDs.
Based on this assessment, our management concluded that, as of December 31, 2023, our internal control over financial reporting was effective based on those criteria.
Based on this assessment, our management concluded that, as of December 31, 2024, our internal control over financial reporting was effective based on those criteria.
The other information required by this item is incorporated by reference from our definitive Proxy Statement to be filed with the SEC in connection with our 2024 Annual Meeting of Stockholders within 120 days after the end of the fiscal year ended December 31, 2023. 106 PART IV It em 15.
The other information required by this item is incorporated by reference from our definitive Proxy Statement to be filed with the SEC in connection with our 2025 Annual Meeting of Stockholders within 120 days after the end of the fiscal year ended December 31, 2024. 107 PART IV It em 15.
The update requires all public business entities to identify their reportable segments, including the basis of organization, types of products and services from which each reportable segment derives its revenues, and the title and position of the individual or the name of the group or committee identified as the chief operating decision maker ("CODM") and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate 88 resources.
The update requires all public business entities to identify their reportable segments, including the basis of organization, types of products and services from which each reportable segment derives its revenues, and the title and position of the individual or the name of the group or committee identified as the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources.
Section 1350, as X 108 Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 97.1 Policy For Recovery of Erroneously Awarded Compensation X 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. 101.SCH Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) + Indicates management contract or compensatory plan. ________________________________________________________________________________________________ # The certifications attached as Exhibit 32.1 and 32.2 that accompany this Annual Report are deemed furnished and not filed with the U.S.
Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X 97.1 Policy For Recovery of Erroneously Awarded Compensation 10-K 001-40355 97.1 2-27-25 101.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. 101.SCH Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) + Indicates management contract or compensatory plan. ________________________________________________________________________ # The certifications attached as Exhibit 32.1 and 32.2 that accompany this Annual Report are deemed furnished and not filed with the U.S.
Scanlan 10-Q 001-40355 10.7 8-5-21 10.6+ Form of Indemnification Agreement for directors and executive officers S-1/A 333-254863 10.1 4-19-21 10.7+ 2014 Stock Plan, as amended S-1 333-254863 10.2(a) 3-30-21 10.8+ Form of Stock Option Agreement for Directors under 2014 Stock Plan S-1 333-254863 10.2(b) 3-30-21 10.9+ Form of Stock Option Agreement for Employees under 2014 Stock Plan S-1 333-254863 10.2(c) 3-30-21 10.10+ Form of Notice of Option Exercise under 2014 Stock Plan S-1 333-254863 10.2(d) 3-30-21 10.11+ 2021 Incentive Award Plan and related form agreements S-1/A 333-254863 10.3 4-19-21 10.12+ Form of Performance Stock Unit Award For Employees under 2021 Incentive Award Plan 10-Q 001-40355 10.1 11-9-23 10.13+ 2021 Employee Stock Purchase Plan S-1/A 333-254863 10.11 4-19-21 10.14+ Non-Employee Director Compensation Policy X 10.15 Form of Product Development Royalty Agreement S-1 333-254863 10.12 3-30-21 10.16 Credit and Security Agreement (Revolving Loan) dated as of April 29, 2022, by and among Treace Medical Concepts, Inc. and Midcap Funding IV Trust 10-Q 001-40355 10.1 8-10-22 10.17 Credit and Security Agreement (Term Loan) dated as of April 29, 2022 by and among Treace Medical Concepts, Inc. and Midcap Financial Trust 10-Q 001-40355 10.2 8-10-22 10.18 Amendment to Credit and Security Agreement (Revolving Loan) dated as of April 29, 2022, by and among Treace Medical Concepts, Inc. and Midcap Funding IV Trust 10-Q 001-40355 10.1 11-9-22 10.19 Amendment to Credit and Security Agreement (Term Loan) dated as of April 29, 2022 by and among Treace Medical Concepts, Inc. and Midcap Financial Trust 10-Q 001-40355 10.2 11-9-22 23.1 Consent of Grant Thornton LLP, Independent Registered Public Accounting Firm 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 Pursuant to 18 U.S.C.
Scanlan 10-Q 001-40355 10.7 8-5-21 10.6+ Change in Control Severance Agreement by and between Treace Medical Concepts, Inc. and Gaetano Guglielmino X 10.7+ Form of Indemnification Agreement for directors and executive officers S-1/A 333-254863 10.1 4-19-21 10.8+ 2014 Stock Plan, as amended S-1 333-254863 10.2(a) 3-30-21 10.9+ Form of Stock Option Agreement for Directors under 2014 Stock Plan S-1 333-254863 10.2(b) 3-30-21 10.10+ Form of Stock Option Agreement for Employees under 2014 Stock Plan S-1 333-254863 10.2(c) 3-30-21 10.11+ Form of Notice of Option Exercise under 2014 Stock Plan S-1 333-254863 10.2(d) 3-30-21 10.12+ 2021 Incentive Award Plan and related form agreements S-1/A 333-254863 10.3 4-19-21 10.13+ Form of Performance Stock Unit Award For Employees under 2021 Incentive Award Plan 10-Q 001-40355 10.1 11-9-23 10.14+ 2021 Employee Stock Purchase Plan S-1/A 333-254863 10.11 4-19-21 10.15+ Non-Employee Director Compensation Program X 10.16 Form of Product Development Royalty Agreement S-1 333-254863 10.12 3-30-21 10.17 Credit and Security Agreement (Revolving Loan) dated as of April 29, 2022, by and among Treace Medical Concepts, Inc. and Midcap Funding IV Trust 10-Q 001-40355 10.1 8-10-22 10.18 Credit and Security Agreement (Term Loan) dated as of April 29, 2022 by and among Treace Medical Concepts, Inc. and Midcap Financial Trust 10-Q 001-40355 10.2 8-10-22 10.19 Amendment to Credit and Security Agreement (Revolving Loan) dated as of April 29, 2022, by and among Treace Medical Concepts, Inc. and Midcap Funding IV Trust 10-Q 001-40355 10.1 11-9-22 10.20 Amendment to Credit and Security Agreement (Term Loan) dated as of April 29, 2022 by and among Treace Medical Concepts, Inc. and Midcap Financial Trust 10-Q 001-40355 10.2 11-9-22 19.1 Insider Trading Compliance Policy X 23.1 Consent of Grant Thornton LLP, Independent Registered Public Accounting Firm 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 Pursuant to 18 U.S.C.
There was not an allowance for credit losses required as of December 31, 2023 and 2022. As of December 31, 2023, the Company had no plans to sell securities with unrealized losses, and believes it is more likely than not that it would not be required to sell such securities before recovery of their amortized cost.
There was not an allowance for credit losses required for available-for-sale securities as of December 31, 2024 and 2023. As of December 31, 2024, the Company had no plans to sell securities with unrealized losses, and believes it is more likely than not that it would not be required to sell such securities before recovery of their amortized cost.
As the Company continues to accumulate additional data, the Company may make refinements to the assumptions, which could materially impact the future stock-based compensation expense. The Company estimates the fair value of PSUs awards using the Monte Carlo model, which requires the input of several assumptions. The assumptions are as follows: • Beginning Average Stock Price.
As the Company continues to accumulate additional data, the Company may make refinements to the assumptions, which could materially impact the future stock-based compensation expense. The Company estimates the fair value of PSUs awards with a market condition using the Monte Carlo model, which requires the input of several assumptions. The assumptions are as follows: • Beginning Average Stock Price.
Bakewell Director February 27, 2024 /s/ Lance A. Berry Lance A. Berry Director February 27, 2024 /s/ Lawrence W. Hamilton Lawrence W. Hamilton Director February 27, 2024 /s/ Elizabeth S. Hanna Director February 27, 2024 Elizabeth S. Hanna /s/ Deepti Jain Director February 27, 2024 Deepti Jain /s/ Jane E. Kiernan Director February 27, 2024 Jane E.
Bakewell Director February 27, 2025 /s/ Lance A. Berry Lance A. Berry Director February 27, 2025 /s/ Lawrence W. Hamilton Lawrence W. Hamilton Director February 27, 2025 /s/ Elizabeth S. Hanna Director February 27, 2025 Elizabeth S. Hanna /s/ Deepti Jain Director February 27, 2025 Deepti Jain /s/ Jane E. Kiernan Director February 27, 2025 Jane E.
The Company does not allocate the transaction price or any variable consideration to the right of return. The Company did no t recognize a refund liability as of December 31, 2023 and 2022 , and there were negligible returns during the years ended December 31, 2023 and 2022 and no product returns during the year ended December 31, 2021.
The Company does not allocate the transaction price or any variable consideration to the right of return. The Company did no t recognize a refund liability as of December 31, 2024 and 2023, and there were negligible returns during the years ended December 31, 2024, 2023, and 2022.
As of December 31, 2023 and 2022, accrued interest of $ 1.1 million and $ 0.4 million, respectively, is excluded from the amortized cost basis of available-for-sale securities in the tables above and is recorded in prepaid expenses and other current assets on the Balance Sheets.
As of December 31, 2024 and 2023, accrued interest of $ 0.6 million and $ 1.1 million, respectively, is excluded from the amortized cost basis of available-for-sale securities in the tables above and is recorded in prepaid expenses and other current assets on the Balance Sheets.
Marketable securities classified as available-for-sale are measured at fair value with temporary unrealized gains and losses reported in other comprehensive loss, and as a component of stockholders' equity (deficit) until their disposition or maturity.
Available-for-sale securities are classified as cash equivalents or short-term marketable securities. Marketable securities classified as available-for-sale are measured at fair value with temporary unrealized gains and losses reported in other comprehensive loss, and as a component of stockholders' equity (deficit) until their disposition or maturity.
RPM-3D's 22 patent applications further expand and reinforce the Company's global intellectual property portfolio covering technologies for the correction of bunion and related deformities. 90 The Company paid $ 20.0 million in exchange for certain assets used in providing pre-operative planning and patient-specific guides for the surgical correction of foot and ankle deformities.
RPM-3D's 22 patent applications further expanded and reinforced the Company's global intellectual property portfolio covering technologies for the correction of bunion and related deformities. The Company paid $ 20.0 million in exchange for certain assets used in providing pre-operative planning and patient-specific guides for the surgical correction of foot and ankle deformities.
Shipping and handling costs totaled $ 1.3 million, $ 0.8 million, and $ 0.5 million, for the years ended December 31, 2023, 2022, and 2021 , respectively. Advertising Costs Advertising costs are expensed as incurred and are included as a component of marketing and sales expenses.
Shipping and handling costs totaled $ 1.4 million, $ 1.3 million, and $ 0.8 million, for the years ended December 31, 2024, 2023, and 2022 , respectively. Advertising Costs Advertising costs are expensed as incurred and are included as a component of sales and marketing expenses.
To effectively restore the normal anatomy of bunion patients and improve clinical outcomes, we believe addressing the root cause of the bunion is critical and have developed the Lapiplasty System to correct the deformity across all three anatomic dimensions.
To effectively restore the normal anatomy of bunion patients and improve clinical outcomes, we believe addressing the root cause of the bunion is critical, and we developed our first product, the Lapiplasty System, to correct the deformity across all three anatomic dimensions.
The Company is not subject to this covenant at December 31, 2023. During the years ended December 31, 2023, 2022, and 2021 , the Company recognized $ 5.2 million, $ 4.4 million, and $ 4.1 million, respectively, in interest expense related to debt agreements.
The Company is not subject to this covenant at December 31, 2024. During the years ended December 31, 2024, 2023, and 2022, the Company recognized $ 5.3 million, $ 5.2 million, and $ 4.4 million, respectively, in interest expense related to debt agreements.
Payments made for the transition services and patent claims require satisfaction of such milestones, as well as the continued service of key individuals and are expensed over the service period of 12 months following the closing date.
Payments made for the transition services and patent claims required satisfaction of such milestones, as well as the continued service of key individuals, and were expensed over the service period of 12 months following the closing date.
In 2023, the Company entered into subleases for a portion of its former headquarter space as a lessor. The lease is classified as an operating lease. The Company recorded rental income of $ 0.3 million for years ended December 31, 2023. 96 10.
In 2023, the Company entered into subleases for a portion of its former headquarter space as a lessor. The lease is classified as an operating lease. The Company recorded rental income for its subleases of $ 0.4 million and $ 0.3 million for the years ended December 31, 2024 and 2023 , respectively. 10.
During the years ended December 31, 2023, 2022, and 2021 amortization of the debt discount was $ 0.3 million, $ 0.2 million, and $ 0.2 million. 8.
During the years ended December 31, 2024, 2023, and 2022 amortization of the debt discount was $ 0.3 million, $ 0.3 million, and $ 0.2 million, respectively. 8.
The Company is not subject to U.S. Federal and state income tax examinations by tax authorities for tax years before 2017. 11. Stockholders' Equity Preferred Stock The Company is authorized to issue 5,000,000 shares of preferred stock. As of December 31, 2023, and December 31, 2022 , no shares of preferred stock were outstanding.
The Company is generally not subject to U.S. Federal and state income tax examinations by tax authorities for tax years before 2020. 99 11. Stockholders' Equity Preferred Stock The Company is authorized to issue 5,000,000 shares of preferred stock. As of December 31, 2024, and December 31, 2023 , no shares of preferred stock were outstanding.
For shipments to customers, the Company offers the right to return the product within 30 days for a full refund, and for returns between 30 and 90 days, the Company offers a full refund less a 15% restocking fee. The Company does not have a history of product returns for refund. Customer invoices are generally payable within 30 days.
For shipments to customers, the Company generally offers the right to return the product within 30 days for a full refund, and for returns between 30 and 90 days, the Company offers a full refund less a 15% restocking fee. The Company does not have a history of material product returns for refund.
Business Combination On June 12, 2023 (the "closing date"), the Company acquired certain assets of MIOS Marketing, LLC d/b/a RedPoint Medical3D ("RPM-3D"), a medical technology company offering pre-operative planning and patient-specific guides designed to deliver accurate surgical correction of deformities tailored to the patient's unique foot anatomy.
Business Combination On June 12, 2023 (the "closing date"), the Company acquired certain assets of RPM-3D, a medical technology company offering pre-operative planning and patient-specific guides designed to deliver accurate surgical correction of deformities tailored to the patient's unique foot anatomy.
These variable costs are recorded as lease expense as incurred and presented as operating expenses in the Statements of Operations and Comprehensive Loss. Variable lease costs were $ 0.7 million, $ 0.2 million, and $ 0 for the twelve months ended December 31, 2023, 2022, and 2021, respectively.
These variable costs are recorded as lease expense as incurred and presented as operating expenses in the Statements of Operations and Comprehensive Loss. Variable lease costs were $ 0.9 million, $ 0.7 million, and $ 0.2 million for the years ended December 31, 2024, 2023, and 2022, respectively.
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