0001104659-20-136994.txt : 20201217 0001104659-20-136994.hdr.sgml : 20201217 20201217200546 ACCESSION NUMBER: 0001104659-20-136994 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20201217 FILED AS OF DATE: 20201217 DATE AS OF CHANGE: 20201217 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Griffith Joseph H. IV CENTRAL INDEX KEY: 0001431531 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39815 FILM NUMBER: 201397668 MAIL ADDRESS: STREET 1: 68 ELM STREET CITY: HOPKINTON STATE: MA ZIP: 01748 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: 908 Devices Inc. CENTRAL INDEX KEY: 0001555279 STANDARD INDUSTRIAL CLASSIFICATION: MEASURING & CONTROLLING DEVICES, NEC [3829] IRS NUMBER: 454524096 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 645 SUMMER STREET CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: 978-729-4478 MAIL ADDRESS: STREET 1: 645 SUMMER STREET CITY: BOSTON STATE: MA ZIP: 02210 3 1 tm2038784-5_3seq1.xml OWNERSHIP DOCUMENT X0206 3 2020-12-17 0 0001555279 908 Devices Inc. MASS 0001431531 Griffith Joseph H. IV C/O 908 DEVICES INC. 645 SUMMER STREET BOSTON MA 02210 0 1 0 0 Chief Financial Officer Common Stock, par value $0.001 91580 D Stock Option (option to buy) 0.53 2024-03-19 Common Stock, par value $0.001 46094 D Stock Option (option to buy) 0.96 2026-12-05 Common Stock, par value $0.001 61459 D Stock Option (option to buy) 1.58 2029-01-20 Common Stock, par value $0.001 18437 D Stock Option (option to buy) 3.24 2030-09-14 Common Stock, par value $0.001 67604 D Series C Preferred Stock Common Stock, par value $0.001 17814 D The shares underlying the option are fully vested and immediately exercisable. The shares underlying the option are fully vested and immediately exercisable. The shares underlying the option become vested and exercisable in substantially equal monthly installments over the 48 months following January 21, 2019, subject to the reporting person's continued service through the applicable vesting date. The shares underlying the option become vested and exercisable in substantially equal monthly installments over the 48 months following September 11, 2020, subject to the reporting person's continued service through the applicable vesting date. Each share of Series C Preferred Stock (the "Preferred Shares") is convertible into shares of the Issuer's Common Stock at a 1:0.61459 ratio at any time at the holder's election, and automatically upon the closing of the Issuer's initial public offering ("IPO"), without payment of additional consideration. The Preferred Shares have no expiration date. Exhibit 24 - Power of Attorney /s/ Michael S. Turner, as attorney-in-fact 2020-12-17 EX-24 2 tm2038784d5_ex24.htm EXHIBIT 24

Exhibit 24

POWER OF ATTORNEY

The undersigned hereby constitutes and appoints each of Michael S. Turner and Michael Minahan, signing singly, and with full power of substitution, the undersigned’s true and lawful attorney-in-fact to:

(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as officer and/or director of 908 Devices Inc., a Delaware corporation (the “Company”), from time to time the following U.S. Securities and Exchange Commission (the “SEC”) forms: (i) Form ID, including any attached documents (such as Update Passphrase Authentication), to effect the assignment of codes to the undersigned to be used in the transmission of information to the SEC using the EDGAR System; (ii) Form 3, Initial Statement of Beneficial Ownership of Securities, including any attached documents; (iii) Form 4, Statement of Changes in Beneficial Ownership of Securities, including any attached documents; (iv) Form 5, Annual Statement of Beneficial Ownership of Securities in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder, including any attached documents; (v) Schedules 13D and 13G; and (vi) amendments of each thereof, in accordance with the Exchange Act, and the rules thereunder, including any attached documents;

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, Schedule 13D or 13G, or any amendment(s) thereto and timely file such form(s) with the SEC and any securities exchange, national association or similar authority; and

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact, acting singly, full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 or Regulation 13D-G of the Exchange Act. The undersigned hereby agrees to indemnify the attorneys-in-fact and the Company from and against any demand, damage, loss, cost or expense arising from any false or misleading information provided by the undersigned to the attorneys-in-fact.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file such forms with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. This Power of Attorney supersedes any prior power of attorney in connection with the undersigned’s capacity as an officer and/or director of the Company. This Power of Attorney shall expire as to any individual attorney-in-fact if such attorney-in-fact ceases to be an employee of the Company.

[Signature page follows]

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 12^th day of December, 2020.


/s/ Joseph H. Griffith IV
Signature


Joseph H. Griffith IV
Print Name

[Signature Page to Power of Attorney]